FORM 6-K
 
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 under
the Securities Exchange Act of 1934


For the month of November, 2022


ICON plc
(Translation of registrant's name into English)


333-08704
 (Commission file number)


South County Business Park, Leopardstown, Dublin 18, Ireland
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
 
Form 20-F __X___
Form 40-F ______
 
Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
 
Yes______
No___X___
 
Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
 
Yes______
No___X___


 EXHIBIT LIST
 
Exhibit
Description
 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
ICON plc
 
 
 
 
 
 
 
/s/ Brendan Brennan
Date: November 2, 2022
Brendan Brennan
Chief Financial Officer

Exhibit 99.1




ICON Reports Third Quarter 2022 Results

Highlights

  • Net business wins in the quarter of $2,351 million; a net book to bill of 1.21, and 1.24 on a trailing twelve month basis.
  • Closing backlog of $20.2 billion, an increase of 1.3% on Q2 2022 or an increase of 9.0% on Q3 2021.
  • Quarter 3 revenue of $1,942.4 million representing an increase of 3.9% on prior year adjusted revenue and 7.4% on a constant currency organic basis. YTD revenue of $5,779.4 million representing an increase of 60.6% on prior year adjusted revenue or 65.1% on a constant currency basis.
  • Adjusted EBITDA of $379.6 million or 19.5% of revenue, a year on year increase of 16.9%. YTD adjusted EBITDA of $1,074.5 million or 18.6% of revenue, a year on year increase of 68.6%.
  • Adjusted net income attributable to the Group was $247.2 million or $3.00 per diluted share, an increase of 17.5% year on year. YTD adjusted net income attributable to the Group of $711.0 million or $8.62 per diluted share, an increase of 21.3% over the prior year period.
  • GAAP net income attributable to the Group for Quarter 3 of $160.2 million.
  • $200 million repayment made on Term Loan B debt.  Net debt balance of $4.2 billion with Net debt to adjusted EBITDA of 2.9x.
  • Reaffirming full year 2022 revenue guidance in the range of $7,690 - $7,810 million, representing a year over year increase of 40.3% to 42.5% and full year 2022 adjusted earnings per share guidance in the range of $11.65 - $11.85 representing a year over year increase of 20.7% to 22.8%.  Adjusted earnings per share to exclude amortization, stock compensation, foreign exchange, restructuring and transaction-related / integration-related adjustments.

DUBLIN--(BUSINESS WIRE)--November 2, 2022--ICONplc (NASDAQ: ICLR), a world-leading healthcare intelligence and clinical research organization, today reported its financial results for the third quarter ended September 30, 2022.

CEO, Dr. Steve Cutler commented, “ICON’s third quarter results reflect the strength and breadth of our global service offering as industry demand for accelerated clinical development remains solid despite continued macroeconomic challenges. Strong operational performance in the third quarter drove constant dollar organic revenue growth of 7.4%, with excellent cost management and strong utilization driving adjusted EBITDA growth of 16.9% year over year, and adjusted earnings per share growth of 17.5% over third quarter 2021. Additionally, as a result of strong cash flow generation in the quarter, we were able to make continued progress in paying down our Term Loan B facility, bringing our net debt balance to 2.9x Net debt to adjusted EBITDA as of the end of the third quarter. Further, given the rising interest rate environment, we are currently evaluating a hedging strategy to address our floating rate debt exposure into 2023 and beyond.”

Third Quarter 2022 Results

Gross business wins in the third quarter were $2,740 million and cancellations were $389 million. This resulted in net business wins of $2,351 million and a book to bill of 1.21.

Revenue for Quarter 3 was $1,942.4 million. This represents an increase of 3.9% on prior year adjusted revenue or 7.4% on a constant currency organic basis.

GAAP net income attributable to the Group was $160.2 million. Adjusted net income attributable to the Group for the quarter was $247.2 million resulting in an adjusted diluted earnings per share of $3.00 compared to $2.55 per share for Quarter 3 2021.

Adjusted EBITDA for Quarter 3 was $379.6 million or 19.5% of revenue, a year on year increase of 16.9%.


Cash generated from operating activities for the quarter was $213.8 million. During the quarter, $37.3 million was spent on capital expenditure. At September 30, 2022, the Group had cash and cash equivalents of $609.2 million, compared to cash and cash equivalents of $614.9 million at June 30, 2022 and $1,008.5 million at September 30, 2021. During the quarter, a $200 million Term Loan B payment was made resulting in a net indebtedness balance of $4.2 billion at September 30, 2022.

Year to date 2022 Results

Gross business wins year to date were $8,287 million and cancellations were $1,187 million. This resulted in net business wins of $7,100 million and a book to bill of 1.23.

Year to date revenue was $5,779.4 million. This represents an increase of 60.6% on prior year adjusted revenue or 65.1% on a constant currency basis.

GAAP net income attributable to the Group year to date was $387.9 million. Adjusted net income attributable to the Group was $711.0 million resulting in an adjusted diluted earnings per share of $8.62 compared to $7.11 per share for the equivalent prior year period.

Adjusted EBITDA year to date was $1,074.5 million or 18.6% of revenue, a year on year increase of 68.6%.

Other Information

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this press release contains certain non-GAAP financial measures, including adjusted EBITDA, adjusted net income attributable to the Group and adjusted diluted earnings per share attributable to the Group. Adjusted EBITDA, adjusted net income and adjusted diluted earnings per share exclude amortization, stock compensation, foreign exchange gains and losses restructuring and transaction-related / integration-related adjustments. While non-GAAP financial measures are not superior to or a substitute for the comparable GAAP measures, ICON believes certain non-GAAP information is useful to investors for historical comparison purposes.

ICON will hold a conference call on Nov 3rd, 2022 at 08:00 EDT [12:00 Ireland & UK]. This call and linked slide presentation can be accessed live from our website at http://investor.iconplc.com. A recording will also be available on the website for 90 days following the call. In addition, a calendar of company events, including upcoming conference presentations, is available on our website, under “Investors”. This calendar will be updated regularly.

This press release contains forward-looking statements. These statements are based on management's current expectations and information currently available, including current economic and industry conditions. These statements are not guarantees of future performance or actual results, and actual results, developments and business decisions may differ from those stated in this press release. The forward-looking statements are subject to future events, risks, uncertainties and other factors that could cause actual results to differ materially from those projected in the statements, including, but not limited to, the ability to enter into new contracts, maintain client relationships, manage the opening of new offices and offering of new services, the integration of new business mergers and acquisitions, the impact of COVID-19 on our business, as well as other economic and global market conditions and other risks and uncertainties detailed from time to time in SEC reports filed by ICON, all of which are difficult to predict and some of which are beyond our control. For these reasons, you should not place undue reliance on these forward-looking statements when making investment decisions. The word "expected" and variations of such words and similar expressions are intended to identify forward-looking statements. Forward-looking statements are only as of the date they are made and we do not undertake any obligation to update publicly any forward-looking statement, either as a result of new information, future events or otherwise. More information about the risks and uncertainties relating to these forward-looking statements may be found in SEC reports filed by ICON, including its Form 20-F, F-1, F-4, S-8, F-3 and certain other reports, which are available on the SEC's website at http://www.sec.gov.

Our full-year 2022 guidance measures (other than revenue) are provided on a non-GAAP basis without a reconciliation to the most directly comparable GAAP measure because the company is unable to predict with a reasonable degree of certainty certain items contained in the GAAP measures without unreasonable efforts. Such items include, but are not limited to, transaction-related / integration-related expenses, restructuring and related expenses, and other items not reflective of the company's ongoing operations.


ICON plc is a world-leading healthcare intelligence and clinical research organization. From molecule to medicine, we advance clinical research providing outsourced services to pharmaceutical, biotechnology, medical device and government and public health organizations. We develop new innovations, drive emerging therapies forward and improve patient lives. With headquarters in Dublin, Ireland, ICON employed approximately 41,150 employees in 113 locations in 53 countries as at September 30, 2022. For further information about ICON, visit: www.iconplc.com.


 

ICON plc
C
ONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021
(UNAUDITED)

 

Three Months Ended

 

Nine Months Ended

 

September 30, 2022

September 30, 2021

 

September 30, 2022

September 30, 2021

 

(in thousands except share and per share data)

 

 

 

 

 

 

Revenue

$ 1,942,427

$ 1,866,352

 

$ 5,779,384

$ 3,595,705

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

Direct costs (excluding depreciation and amortization)

1,375,837

1,357,942

 

4,146,366

2,615,309

Selling, general and administrative expense

166,787

206,713

 

552,000

382,614

Depreciation and amortization

141,861

140,636

 

427,285

175,317

Transaction and integration-related expenses

8,001

149,791

 

28,970

182,309

Restructuring

6,197

6,162

 

32,890

6,162

 

 

 

 

 

 

Total costs and expenses

1,698,683

1,861,244

 

5,187,511

3,361,711

 

 

 

 

 

 

Income from operations

243,744

5,108

 

591,873

233,994

Interest income

1,434

53

 

1,727

496

Interest expense

(63,010)

(102,306)

 

(154,546)

(129,584)

 

 

 

 

 

 

Income before provision for income taxes

182,168

(97,145)

 

439,054

104,906

Provision for income taxes

(21,012)

3,563

 

(48,552)

(26,718)

 

 

 

 

 

 

Income before share of earnings from equity method investments

161,156

(93,582)

 

390,502

78,188

Share of equity method investments

(1,002)

(688)

 

(2,643)

(1,471)

 

 

 

 

 

 

Net income attributable to the Group

$ 160,154

$ (94,270)

 

$ 387,859

$ 76,717

 

 

 

 

 

 

Net income per Ordinary Share attributable to the Group:

 

 

 

 

 

 

 

 

 

 

 

Basic

$ 1.96

$ (1.17)

 

$ 4.76

$ 1.23

Diluted

$ 1.94

$ (1.17)

 

$ 4.70

$ 1.22

 

 

 

 

 

 

Weighted average number of Ordinary Shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

81,582,375

80,771,397

 

81,481,686

62,264,851

Diluted

82,493,211

80,771,397

 

82,473,521

63,095,857


ICON plc
CONDENSED CONSOLIDATED BALANCE SHEETS
A
S AT SEPTEMBER 30, 2022 AND DECEMBER 31, 2021

 

 

 

 

 

 

(Unaudited)

September, 30 2022

(Audited)

December, 31 2021

 

ASSETS

(in thousands)

 

Current Assets:

 

 

 

Cash and cash equivalents

$ 609,158

$ 752,213

 

Available for sale investments

1,712

1,712

 

Accounts receivable, net of allowance for credit losses

1,435,010

1,342,770

 

Unbilled revenue

894,291

623,121

 

Other receivables

60,251

56,760

 

Prepayments and other current assets

129,218

114,323

 

Income taxes receivable

41,935

50,299

 

Total current assets

3,171,575

2,941,198

 

 

 

 

 

Non-current Assets:

 

 

 

Property, plant and equipment, net

315,524

336,444

 

Goodwill

8,942,525

9,037,931

 

Intangible assets

4,391,699

4,710,843

 

Operating right-of-use assets

137,000

198,123

 

Other receivables

61,792

70,557

 

Income taxes receivable

15,468

18,637

 

Deferred tax asset

62,298

48,392

 

Equity method investments

2,373

 

Investments in equity- long term

27,932

22,592

 

Total Assets

$ 17,125,813

$ 17,387,090

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

Current Liabilities:

 

 

 

Accounts payable

$ 60,851

$ 90,764

 

Unearned revenue

1,395,160

1,323,961

 

Other liabilities

1,147,142

949,629

 

Income taxes payable

72,580

59,433

 

Current bank credit lines and loan facilities

55,150

55,150

 

Total current liabilities

2,730,883

2,478,937

 

Non-current Liabilities:

 

 

 

Non-current bank credit lines and loan facilities

4,794,856

5,381,162

 

Lease liabilities

126,482

159,483

 

Non-current other liabilities

41,888

42,596

 

Non-current income taxes payable

218,644

172,109

 

Deferred tax liability

974,339

1,085,976

 

Total Liabilities

8,887,092

9,320,263

 

 

 

 

 

Shareholders' Equity:

 

 

 

Ordinary shares, par value 6 euro cents per share; 100,000,000 shares authorized,

 

 

 

81,645,279 shares issued and outstanding at September 30, 2022 and

 

 

 

81,554,683 shares issued and outstanding at December 31, 2021

6,645

6,640

 

Additional paid‑in capital

6,818,877

6,733,910

 

Other undenominated capital

1,162

1,134

 

Accumulated other comprehensive income

(291,901)

(90,937)

 

Retained earnings

1,703,938

1,416,080

 

Total Shareholders' Equity

8,238,721

8,066,827

 

Total Liabilities and Equity

$ 17,125,813

$ 17,387,090

 

 

 

 

 

 

 

 

 


ICON plc
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021
(UNAUDITED)

 

Nine Months Ended

 

September 30, 2022

 

September 30, 2021

 

(in thousands)

Cash flows from operating activities:

 

 

 

Net income

$ 387,859

 

$ 76,717

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

Depreciation and amortization expense

427,285

 

175,317

Impairment of right-of-use assets

27,727

 

5,731

Reduction in carrying value of operating right-of-use assets

35,238

 

30,607

Loss on equity method investments

2,643

 

1,471

Amortization of interest rate hedge

 

891

Amortization of financing costs

13,544

 

4,448

Stock compensation expense

55,703

 

114,791

Loss on extinguishment of debt

 

14,434

Deferred taxes

(126,620)

 

(26,532)

Unrealised FX

(52,334)

 

(7,374)

Loss on issuance of debt

 

59,460

Other non-cash items

18,595

 

(1,592)

Changes in assets and liabilities:

 

 

 

Accounts receivable

(140,760)

 

123,413

Unbilled revenue

(221,104)

 

49,203

Unearned revenue

28,352

 

(60,514)

Other net assets

166,613

 

(21,147)

Net cash provided by operating activities

622,741

 

539,324

Cash flows from investing activities:

 

 

 

Purchase of property, plant and equipment

(85,145)

 

(46,067)

Purchase of subsidiary undertakings, net of cash acquired

 

(5,914,475)

Purchase of equity method investment

 

(2,450)

Sale of available for sale investments

 

17

Purchase of investments in equity - long term

(1,840)

 

(2,243)

Net cash used in investing activities

(86,985)

 

(5,965,218)

Cash flows from financing activities:

 

 

 

Financing related costs

 

(30,349)

Proceeds from exercise of equity compensation

28,967

 

104,070

Share issue costs

(3)

 

(848)

Excess tax benefit on exercise of equity compensation

 

Repurchase of ordinary shares

(99,983)

 

Share repurchase costs

(17)

 

Drawdown of bank credit lines and loan facilities

25,000

 

5,905,100

Repayment of bank credit lines and loan facilities

(625,000)

 

(377,780)

Net cash used in financing activities

(671,036)

 

5,600,193

Effect of exchange rate movements on cash

(7,775)

 

(6,080)

Net (decrease)/ increase in cash and cash equivalents

(143,055)

 

168,219

Cash and cash equivalents at beginning of period

752,213

 

840,305

Cash and cash equivalents at end of period

$ 609,158

 

$ 1,008,524


ICON plc
RECONCILIATION OF NON-GAAP MEASURES
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021
(UNAUDITED)

 

Three Months Ended

 

Nine Months Ended

 

September 30, 2022

September 30, 2021

 

September 30, 2022

September 30, 2021

 

(in thousands except share and per share data)

 

 

 

 

 

 

Adjusted revenue

 

 

 

 

 

Revenue, as reported

$ 1,942,427

$ 1,866,352

 

$ 5,779,384

$ 3,595,705

Acquisition related deferred revenue adjustment (a)

4,000

 

4,000

Adjusted revenue

$ 1,942,427

$ 1,870,352

 

$ 5,779,384

$ 3,599,705

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

Net income attributable to the Group

$ 160,154

$ (94,270)

 

$ 387,859

$ 76,717

Share of equity method investments

1,002

688

 

2,643

1,471

Provision for income taxes

21,012

(3,563)

 

48,552

26,718

Net interest expense (b)

61,576

102,253

 

152,819

129,088

Depreciation and amortization

141,861

140,636

 

427,285

175,317

Stock-based compensation expense (c)

16,730

26,355

 

54,843

41,987

Foreign currency losses (gains), net (d)

(36,933)

(7,185)

 

(61,395)

(6,346)

Acquisition related deferred revenue adjustment

4,000

 

4,000

Restructuring (e)

6,197

6,162

 

32,890

6,162

Transaction-related / integration-related costs (f)

8,001

149,791

 

28,970

182,309

Adjusted EBITDA

$ 379,600

$ 324,867

 

$ 1,074,466

$ 637,423

 

 

 

 

 

 

Adjusted net income attributable to the Group and adjusted diluted net income per Ordinary Share attributable to the Group

 

 

 

 

 

Net income attributable to the Group

160,154

(94,270)

 

387,859

76,717

Provision for income taxes

21,012

(3,563)

 

48,552

26,718

Amortisation

114,991

115,874

 

348,118

124,615

Stock-based compensation expense (c)

16,730

26,355

 

54,843

41,987

Foreign currency losses (gains), net (d)

(36,933)

(7,185)

 

(61,395)

(6,346)

Restructuring (e)

6,197

6,162

 

32,890

6,162

Acquisition related deferred revenue adjustment

4,000

 

4,000

Transaction-related / integration-related costs (f)

8,001

149,791

 

28,970

182,309

Transaction-related financing costs (g)

4,356

55,773

 

13,609

78,251

Adjusted tax expense (h)

(47,284)

(43,121)

 

(142,492)

(85,993)

Adjusted net income attributable to the Group

$ 247,224

$ 209,816

 

$ 710,954

$ 448,420

 

 

 

 

 

 

Diluted weighted average number of Ordinary Shares outstanding

82,493,211

82,293,287

 

82,473,521

63,095,857

 

 

 

 

 

 

Adjusted diluted net income per Ordinary Share attributable to the Group

$ 3.00

$ 2.55

 

$ 8.62

$ 7.11

 

 

 

 

 

 


(a) Acquisition related deferred revenue adjustment represents non-cash adjustments resulting from the revaluation of deferred revenue and the subsequent charge to revenue in connection with business combinations

(b) Net interest expense includes losses on modification or extinguishment of debt.

(c) Stock-based compensation expense represents the amount of recurring non-cash expense related to the Company’s equity compensation programs (inclusive of employer related taxes).

(d) Foreign currency losses (gains), net relates to gains or losses that arise in connection with the revaluation of non-US dollar denominated assets and liabilities. We exclude these gains and losses from adjusted EBITDA and adjusted net income because fluctuations from period- to- period do not necessarily correspond to changes in our operating results.

(e) Restructuring charges incurred relate to charges incurred in connection with the termination of leases at locations that are no longer being used and amounts incurred in connection with the elimination of redundant positions within the organization.

(f) Transaction-related / integration-related costs include expenses/credits associated with our acquisitions, share-based compensation expense related to the acceleration of share-based compensation awards and replacement share-based awards, contingent consideration valuation adjustments, and any other costs incurred directly related to the integration of these acquisitions.

(g) Transaction-related financing costs includes costs incurred in connection with changes to our long-term debt and amortization of financing fees. We exclude these costs from Adjusted EBITDA and Adjusted Net Income because they result from financing decisions rather than from decisions made related to our ongoing operations.

(h) Represents the tax effect of adjusted pre-tax income at our estimated effective tax rate.

ICON plc

ICON/ICLR-F

Contacts

Contact: Investor Relations +1 888 381 7923 or
Brendan Brennan Chief Financial Officer +353 1 291 2000
Kate Haven Vice President Investor Relations +1888 381 7923
All at ICON
http://www.iconplc.com