-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RKqHuWcHx3Co/9sXZ2vNIyDUD5AOHvMGqkYy1iftLn3XqXpoQEVVlSCwq4uSrQ6a tKmwXddShN9Y2ccAwmGxMQ== 0000950162-03-001280.txt : 20031002 0000950162-03-001280.hdr.sgml : 20031002 20031002175243 ACCESSION NUMBER: 0000950162-03-001280 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030831 FILED AS OF DATE: 20031002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICON PLC /ADR/ CENTRAL INDEX KEY: 0001060955 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-08704 FILM NUMBER: 03925247 BUSINESS ADDRESS: STREET 1: BANK OF NEW YORK STREET 2: 48 WALL ST CITY: NEW YORK STATE: NY ZIP: 10286 6-K 1 icon6k100203.txt 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 quarter ended August 31, 2003 ICON plc (Registrant's name) 0-29714 (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. Yes X No 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 Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82 N/A Other Events. The registrant hereby incorporates by reference the press release attached hereto as Exhibit 99.1 into this report. 2 Financial Statements and Exhibits. (a) The following Exhibits are filed as part of this report: EXHIBIT NO. DESCRIPTION 99.1 Press Release. 3 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 October 1, 2003 /s/ Sean Leech - --------------------- --------------------------- Date Sean Leech Chief Financial Officer 4 Exhibit 99.1 ICON Reports Strong Results with 47% increase in revenues and 46% increase in operating income in First Quarter FY 2004 (NASDAQ:ICLR) Highlights - First Quarter Fiscal 2004 o First Quarter net revenues increased 47% over the first quarter of fiscal 2003 to $68.9 million. o Income from operations increased 46% over the first quarter of fiscal 2003 to $7.6 million. o Diluted earnings per share increased 33% for the first quarter to 44 cents compared to 33 cents in same quarter last year. o $134 million of net new business awarded to ICON during the quarter. Dublin, Ireland, September 30, 2003 - ICON plc (NASDAQ: ICLR), a global contract clinical research organisation, which has over 2,500 employees providing services to the pharmaceutical and biotech industries from 31 locations in 18 countries worldwide, today reported the financial results for its first quarter ended August 31, 2003. Net revenues for the quarter were $68.9 million, representing a 47% increase over net revenues of $46.9 million for the same quarter last year. Income from operations was $7.6 million, which represents an increase of 46% from the $5.2 million reported for the first quarter last year. Operating margin for the quarter was 11.1%, unchanged over the equivalent period last year. Net income for the quarter was $5.6 million or 44 cents per share, on a diluted basis, compared with $4.0 million or 33 cents per share for the first quarter last year. In the quarter, the Company raised approximately $44.3 million after the deduction of costs through the issuance of an additional 1.5 million shares at $32.25 per share. Additionally, for the quarter to August 31, 2003, cash used in operations was $0.2 million and capital expenditure was $3.4 million. In the quarter, days sales outstanding, comprising accounts receivable and unbilled revenue less payments on account, were 64 days at August 31, 2003, unchanged from the 64 days reported at May 31, 2003. As a result, the Company's net cash was $51.4 million at August 31, 2003, compared to $11.2 million at May 31, 2003. "The performance in the first quarter has given us an excellent start to fiscal 2004", commented Chairman Dr. John Climax. "We were particularly pleased with the award of $134 million of net new business; a record for ICON. Our strong levels of revenue growth have continued, and our operating margins have shown a solid improvement over the previous quarter, all of which reinforce our confidence in ICON's future outlook ". The Company also announced the appointment of Mr. Shuji Higuchi as a non-executive director to its Board. Mr. Higuchi has over 38 years of experience in the pharmaceutical industry. He was the President of Takeda Pharma GmbH from 1983 to 1992, President of Takeda Europe R&D Centre, Frankfurt / London from 1992 to 2002, and served as a Corporate Officer of Takeda Chemical Industries Limited, Japan from 1999 to 2002. He is currently Executive Director of the Foundation for Biomedical Research and Innovation, Kobe, Japan. "We're delighted to welcome Mr. Higuchi to the Board of ICON" commented Dr. Climax, "His extensive experience in the pharmaceutical industry, and in particular his knowledge of the Japanese environment, will prove an invaluable addition to the board". The Company also announced that on September 9, 2003, following the end of the first quarter, it completed the acquisition of Globomax LLC, a specialist CRO which provides a range of development and consulting services 5 to the pharmaceutical and biotechnology industries. ICON has acquired Globomax for an initial consideration of $11 million in cash, with further payments of up to $4 million payable over the next three fiscal years, subject to the achievement of certain performance targets. The inclusion of Globomax's results is expected to have a modestly accretive impact on earnings per share for fiscal 2004. The company will hold its first quarter conference call today, September 30, 2003 at 11:00 EST [16:00 GMT / 17:00 CET]. This call and linked slide presentation can be accessed live from our website at http://www.iconclinical.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 "shareholders services". This calendar will be updated regularly. The statements made in this Press Release may contain forward-looking statements that involve a number of risks and uncertainties. In addition to the matters described in this Press Release, the ability to maintain large client contracts or enter into new contracts, maintain client relationships and the ability to manage the opening of new offices, the integration of new business mergers and acquisitions, as well as other risks and uncertainties detailed from time to time in SEC reports filed by ICON, including its Form 20-F, F-1, S-8 and F-3, may affect the actual results achieved by ICON. ICON disclaims any intent or obligation to update these forward-looking statements. The financial information presented herein has been prepared in accordance with U.S. GAAP. Source: ICON plc Contact : Investor Relations 1-888-381-7923 or Sean Leech CFO + 353 -1-291-2000 Both at ICON. 6
ICON plc Consolidated Income Statements (Unaudited) Three Months ended August 31, 2003 and 2002 (Dollars, in thousands, except share and per share data) Three Months Ended Aug 31, Aug 31, 2003 2002 Gross Revenue 106,177 72,087 Subcontractor Costs 37,242 25,228 -------------------------------------- Net Revenue 68,935 46,859 Costs and expenses Direct costs 37,699 25,425 Selling, general and administrative 21,025 14,643 Depreciation and amortization 2,589 1,570 -------------------------------------- Total costs and expenses 61,313 41,638 Income from operations 7,622 5,221 Interest income (net) 47 186 -------------------------------------- Income before provision of income taxes 7,669 5,407 Provision for income taxes 2,065 1,434 -------------------------------------- Net income 5,604 3,973 ====================================== Net income per ordinary share Basic $0.46 $0.34 -------------------------------------- Diluted $0.44 $0.33 -------------------------------------- Weighted average number of ordinary shares Basic 12,153,772 11,798,354 Diluted 12,606,971 12,147,634
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ICON plc Summary Balance Sheet Data August 31, 2003 and May 31, 2003 (Dollars, in thousands) August 31, May 31, 2003 2003 (unaudited) (audited) Cash and short-term investments 57,415 18,311 Short-term debt (6,046) (7,126) 51,369 11,185 Net Cash Accounts Receivable 69,087 74,645 Unbilled revenue 52,402 44,783 Payments on account (47,362) (45,763) 74,127 73,665 Total Working Capital 99,410 53,827 Total assets 275,733 235,014 Shareholder's equity 180,950 136,910 Source: ICON plc Contact: Investor Relations 1-888-381-7923 or Sean Leech CFO + 353 1 291 2000 both at ICON.
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