Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
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Form 20-F __X___
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Form 40-F ______
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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):
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Yes______
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No___X___
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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):
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Yes______
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No___X___
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Exhibit
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Description
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ICON plc
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/s/ Brendan Brennan
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Date: October 25, 2023
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Brendan Brennan
Chief Financial Officer
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Exhibit 99.1 |
Highlights
DUBLIN--(BUSINESS WIRE)--October 25, 2023--ICON plc (NASDAQ: ICLR), a world-leading healthcare intelligence and clinical research organization, today reported its financial results for the third quarter ended September 30, 2023.
CEO, Dr. Steve Cutler commented, “ICON delivered impressive results in the third quarter, with revenue growth of 6% year over year, as well as double digit adjusted EBITDA and adjusted earnings per share growth of 14% and 10%, respectively, over quarter three 2022. Our net book to bill improved to 1.26x in the quarter, reflective of the healthy demand for our market-leading offering across the customer segments we serve. We remain well positioned as a critical partner with new and existing customers to play a long-term role in accelerating their development portfolios.”
Third Quarter 2023 Results
Gross business wins in the third quarter were $3,055 million and cancellations were $474 million. This resulted in net business wins of $2,581 million and a book to bill of 1.26.
Revenue for the third quarter was $2,055.1 million. This represents an increase of 5.8% on prior year revenue or 4.8% on a constant currency organic basis.
GAAP net income attributable to the Group was $163.7 million resulting in $1.97 diluted earnings per share in quarter three 2023 compared to $1.94 diluted earnings per share in quarter three 2022. Adjusted net income attributable to the Group for the quarter was $273.9 million resulting in an adjusted diluted earnings per share of $3.30 compared to $3.00 per share for the third quarter 2022.
Adjusted EBITDA for the third quarter was $432.5 million or 21.0% of revenue, a year-on-year increase of 13.9%.
The effective tax rate on adjusted net income in quarter three was 15.2%.
Cash generated from operating activities for the quarter was $341.5 million. During the quarter $29.1 million was spent on capital expenditure. At September 30, 2023, the Group had cash and cash equivalents of $313.1 million, compared to cash and cash equivalents of $270.2 million at June 30, 2023 and $609.2 million at September 30, 2022. $75 million of the revolving credit facility was drawn down in the quarter and $50 million was repaid. Additionally, $300.0 million of Term Loan B payments were made during the quarter resulting in a net indebtedness of $3.7 billion at September 30, 2023.
Year to date 2023 Results
Gross business wins year to date were $8,773 million and cancellations were $1,358 million. This resulted in net business wins of $7,415 million and a book to bill of 1.22.
Year to date revenue was $6,053.9 million. This represents a year on year increase of 4.8% on a reported and on a constant currency basis.
GAAP net income attributable to the Group year to date was $395.9 million resulting in $4.79 diluted earnings per share. Adjusted net income attributable to the Group was $770.7 million resulting in an adjusted diluted earnings per share of $9.31 compared to $8.62 per share for the equivalent prior year period.
Adjusted EBITDA year to date was $1,245.9 million or 20.6% of revenue, a year on year increase of 16.0%.
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 October 26, 2023 at 08:00 EDT [13:00 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, including statements about our financial guidance. 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 2023 guidance adjusted earnings per share measures are provided on a non-GAAP basis because the Company is unable to predict with a reasonable degree of certainty certain items contained in the GAAP measures without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information.
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 106 locations in 53 countries as at September 30, 2023. For further information about ICON, visit: www.iconplc.com.
Source: ICON plc
ICON/ICLR-F
ICON plc
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND SEPTEMBER 30, 2022
(UNAUDITED)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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September 30, |
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September 30, |
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(in thousands except share and per share data) |
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Revenue |
$ 2,055,099 |
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$ 1,942,427 |
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$ 6,053,928 |
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$ 5,779,384 |
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Costs and expenses: |
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Direct costs (excluding depreciation and amortization) |
1,449,136 |
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1,375,837 |
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4,274,222 |
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4,146,366 |
Selling, general and administrative expense |
185,187 |
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166,787 |
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572,999 |
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552,000 |
Depreciation and amortization |
146,032 |
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141,861 |
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436,217 |
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427,285 |
Transaction and integration-related expenses |
10,433 |
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8,001 |
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34,516 |
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28,970 |
Restructuring |
— |
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6,197 |
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45,390 |
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32,890 |
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Total costs and expenses |
1,790,788 |
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1,698,683 |
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5,363,344 |
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5,187,511 |
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Income from operations |
264,311 |
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243,744 |
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690,584 |
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591,873 |
Interest income |
1,273 |
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1,434 |
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3,294 |
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1,727 |
Interest expense |
(83,908) |
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(63,010) |
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(255,665) |
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(154,546) |
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Income before provision for income taxes |
181,676 |
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182,168 |
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438,213 |
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439,054 |
Provision for income taxes |
(18,011) |
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(21,012) |
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(41,913) |
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(48,552) |
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Income before share of earnings from equity method investments |
163,665 |
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161,156 |
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396,300 |
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390,502 |
Share of losses in equity method investments |
— |
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(1,002) |
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(383) |
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(2,643) |
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Net income attributable to the Group |
$ 163,665 |
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$ 160,154 |
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$ 395,917 |
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$ 387,859 |
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Net income per Ordinary Share attributable to the Group: |
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Basic |
$ 1.99 |
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$ 1.96 |
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$ 4.83 |
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$ 4.76 |
Diluted |
$ 1.97 |
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$ 1.94 |
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$ 4.79 |
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$ 4.70 |
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Weighted average number of Ordinary Shares outstanding: |
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Basic |
82,215,627 |
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81,582,375 |
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82,001,500 |
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81,481,686 |
Diluted |
82,972,888 |
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82,493,211 |
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82,737,073 |
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82,473,521 |
ICON plc
CONDENSED CONSOLIDATED BALANCE SHEETS
AS AT SEPTEMBER 30, 2023 AND DECEMBER 31, 2022
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(Unaudited) |
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(Audited) |
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September 30, |
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December 31, |
ASSETS |
(in thousands) |
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Current Assets: |
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Cash and cash equivalents |
$ 313,065 |
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$ 288,768 |
Available for sale investments |
1,954 |
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1,713 |
Accounts receivable, net of allowance for credit losses |
1,850,362 |
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1,731,388 |
Unbilled revenue |
941,884 |
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957,655 |
Other receivables |
121,687 |
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63,658 |
Prepayments and other current assets |
150,193 |
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137,094 |
Income taxes receivable |
42,039 |
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48,790 |
Total current assets |
3,421,184 |
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3,229,066 |
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Non-current Assets: |
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Property, plant and equipment, net |
342,262 |
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350,320 |
Goodwill |
8,982,896 |
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8,971,670 |
Intangible assets |
3,934,673 |
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4,278,659 |
Operating right-of-use assets |
132,319 |
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153,832 |
Other receivables |
52,797 |
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70,790 |
Income taxes receivable |
40,481 |
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21,380 |
Deferred tax asset |
83,095 |
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76,930 |
Investments in equity- long term |
41,790 |
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32,631 |
Total Assets |
$ 17,031,497 |
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$ 17,185,278 |
LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current Liabilities: |
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Accounts payable |
$ 87,317 |
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$ 81,194 |
Unearned revenue |
1,663,183 |
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1,507,449 |
Other liabilities |
948,829 |
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1,005,025 |
Income taxes payable |
41,518 |
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41,783 |
Current bank credit lines and loan facilities |
130,150 |
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55,150 |
Total current liabilities |
2,870,997 |
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2,690,601 |
Non-current Liabilities: |
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Non-current bank credit lines and loan facilities |
3,911,522 |
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4,599,037 |
Lease liabilities |
121,424 |
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131,644 |
Non-current other liabilities |
41,661 |
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38,260 |
Non-current income taxes payable |
242,972 |
|
239,188 |
Deferred tax liability |
883,887 |
|
988,585 |
Total Liabilities |
8,072,463 |
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8,687,315 |
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Shareholders' Equity: |
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Ordinary shares, par value 6 euro cents per share; 100,000,000 shares authorized, |
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82,326,976 shares issued and outstanding at September 30, 2023 and |
6,688 |
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6,649 |
81,723,555 shares issued and outstanding at December 31, 2022 |
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Additional paid‑in capital |
6,924,073 |
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6,840,306 |
Other undenominated capital |
1,162 |
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1,162 |
Accumulated other comprehensive income |
(190,190) |
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(171,538) |
Retained earnings |
2,217,301 |
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1,821,384 |
Total Shareholders' Equity |
8,959,034 |
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8,497,963 |
Total Liabilities and Equity |
$ 17,031,497 |
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$ 17,185,278 |
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ICON plc
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND SEPTEMBER 30, 2022
(UNAUDITED)
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Nine Months Ended |
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|
September 30, |
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September 30, |
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(in thousands) |
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Cash flows from operating activities: |
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Net income |
$ 395,917 |
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$ 387,859 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization expense |
436,217 |
|
427,285 |
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Impairment of long lived assets |
8,845 |
|
27,727 |
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Reduction in carrying value of operating right-of-use assets |
33,979 |
|
35,238 |
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Loss on equity method investments |
383 |
|
2,643 |
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Acquisition related gain |
(6,160) |
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— |
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Charge on cash flow hedge |
3,335 |
|
— |
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Amortization of financing costs and debt discount |
12,485 |
|
13,544 |
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Stock compensation expense |
47,303 |
|
55,703 |
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Deferred taxes |
(114,487) |
|
(126,620) |
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Foreign exchange movements |
(7,670) |
|
(52,334) |
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Other non-cash items |
21,966 |
|
18,595 |
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Changes in assets and liabilities: |
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Accounts receivable |
(139,096) |
|
(140,760) |
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Unbilled revenue |
14,370 |
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(221,104) |
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Unearned revenue |
158,269 |
|
28,352 |
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Other net assets |
(144,760) |
|
166,613 |
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Net cash provided by operating activities |
720,896 |
|
622,741 |
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Cash flows from investing activities: |
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Purchase of property, plant and equipment |
(87,980) |
|
(85,145) |
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Purchase of subsidiary undertakings |
(5,100) |
|
— |
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Purchase of investments in equity - long term |
(10,829) |
|
(1,840) |
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Sale of available for sale investments |
1,611 |
|
— |
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Purchase of available for sale investments |
(1,852) |
|
— |
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Net cash used in investing activities |
(104,150) |
|
(86,985) |
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Cash flows from financing activities: |
|
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|
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Drawdown of bank credit lines and loan facilities |
305,000 |
|
25,000 |
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Repayment of bank credit lines and loan facilities |
(930,000) |
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(625,000) |
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Proceeds from exercise of equity compensation |
36,517 |
|
28,967 |
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Share issue costs |
(14) |
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(3) |
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Repurchase of ordinary shares |
— |
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(99,983) |
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Share repurchase costs |
— |
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(17) |
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Net cash used in financing activities |
(588,497) |
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(671,036) |
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Effect of exchange rate movements on cash |
(3,952) |
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(7,775) |
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Net increase/(decrease) in cash and cash equivalents |
24,297 |
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(143,055) |
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Cash and cash equivalents at beginning of period |
288,768 |
|
752,213 |
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Cash and cash equivalents at end of period |
$ 313,065 |
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$ 609,158 |
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ICON plc
RECONCILIATION OF NON-GAAP MEASURES
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND SEPTEMBER 30, 2022
(UNAUDITED)
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Three Months Ended |
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Nine Months Ended |
||||
|
September 30, 2023 |
|
September 30, 2022 |
|
September 30, 2023 |
|
September 30, 2022 |
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(in thousands except share and per share data) |
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Adjusted EBITDA |
|
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|
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Net income attributable to the Group |
$ 163,665 |
|
$ 160,154 |
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$ 395,917 |
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$ 387,859 |
Share of equity method investments |
— |
|
1,002 |
|
383 |
|
2,643 |
Provision for income taxes |
18,011 |
|
21,012 |
|
41,913 |
|
48,552 |
Net interest expense |
82,635 |
|
61,576 |
|
252,371 |
|
152,819 |
Depreciation and amortization |
146,032 |
|
141,861 |
|
436,217 |
|
427,285 |
Stock-based compensation expense (a) |
16,465 |
|
16,730 |
|
47,822 |
|
54,843 |
Foreign currency losses (gains), net (b) |
(4,706) |
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(36,933) |
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(2,465) |
|
(61,395) |
Oncacare (gain) (g) |
— |
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— |
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(6,160) |
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— |
Restructuring (c) |
— |
|
6,197 |
|
45,390 |
|
32,890 |
Transaction-related / integration-related costs (d) |
10,433 |
|
8,001 |
|
34,516 |
|
28,970 |
Adjusted EBITDA |
$ 432,535 |
|
$ 379,600 |
|
$ 1,245,904 |
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$ 1,074,466 |
|
|
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|
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|
|
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Adjusted net income attributable to the Group and adjusted diluted net income per Ordinary Share attributable to the Group |
|
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|
|
|
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Net income attributable to the Group |
$ 163,665 |
|
$ 160,154 |
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$ 395,917 |
|
$ 387,859 |
Provision for income taxes |
18,011 |
|
21,012 |
|
41,913 |
|
48,552 |
Amortization |
114,573 |
|
114,991 |
|
343,868 |
|
348,118 |
Stock-based compensation expense (a) |
16,465 |
|
16,730 |
|
47,822 |
|
54,843 |
Foreign currency losses (gains), net (b) |
(4,706) |
|
(36,933) |
|
(2,465) |
|
(61,395) |
Restructuring (c) |
— |
|
6,197 |
|
45,390 |
|
32,890 |
Oncacare (gain) (g) |
— |
|
— |
|
(6,160) |
|
— |
Transaction-related / integration-related costs (d) |
10,433 |
|
8,001 |
|
34,516 |
|
28,970 |
Transaction-related financing costs (e) |
4,587 |
|
4,356 |
|
12,486 |
|
13,609 |
Adjusted tax expense (f) |
(49,100) |
|
(47,284) |
|
(142,617) |
|
(142,492) |
Adjusted net income attributable to the Group |
$ 273,928 |
|
$ 247,224 |
|
$ 770,670 |
|
$ 710,954 |
|
|
|
|
|
|
|
|
Diluted weighted average number of Ordinary Shares outstanding |
82,972,888 |
|
82,493,211 |
|
82,737,073 |
|
82,473,521 |
|
|
|
|
|
|
|
|
Adjusted diluted net income per Ordinary Share attributable to the Group |
$ 3.30 |
|
$ 3.00 |
|
$ 9.31 |
|
$ 8.62 |
|
|
|
|
|
|
|
|
(a) 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).
(b) 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.
(c) 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.
(d) Transaction-related / integration-related costs include expenses/credits associated with our acquisitions and any other costs incurred directly related to the integration of these acquisitions.
(e) 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.
(f) Represents the tax effect of adjusted pre-tax income at our estimated effective tax rate.
(g) On April 20, 2023, the Company completed the purchase of the majority investor’s 51% majority voting share capital of Oncacare Limited (“Oncacare”). This gave rise to an acquisition-related gain of $6.2 million. This gain was excluded from adjusted EBITDA and adjusted net income.
ICON plc
http://www.iconplc.com
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