Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2016 | |
Document Information [Line Items] | |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q1 |
Trading Symbol | ICLR |
Entity Registrant Name | ICON PLC |
Entity Central Index Key | 1,060,955 |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | [1] |
Current Assets: | |||
Cash and cash equivalents | $ 161,337 | $ 103,911 | |
Short term investments - available for sale | 86,520 | 85,990 | |
Accounts receivable, net | 362,322 | 409,165 | |
Unbilled revenue | 238,645 | 173,649 | |
Other receivables | 34,566 | 30,935 | |
Prepayments and other current assets | 34,653 | 36,128 | |
Income taxes receivable | 20,436 | 22,961 | |
Total current assets | 938,479 | 862,739 | |
Other Assets: | |||
Property, plant and equipment, net | 149,886 | 150,218 | |
Goodwill | 593,885 | 588,434 | |
Non-current other assets | 13,081 | 11,591 | |
Non-current income taxes receivable | 12,439 | 11,362 | |
Non-current deferred tax asset | 26,755 | 26,738 | |
Intangible assets | 61,610 | 66,127 | |
Total Assets | 1,796,135 | 1,717,209 | |
Current Liabilities: | |||
Accounts payable | 5,647 | 7,021 | |
Payments on account | 318,061 | 318,697 | |
Other liabilities | 224,221 | 231,879 | |
Income taxes payable | 17,775 | 14,203 | |
Total current liabilities | 565,704 | 571,800 | |
Other Liabilities: | |||
Non-current bank credit lines and loan facilities | 348,278 | 348,306 | |
Non-current other liabilities | 13,715 | 12,224 | |
Non-current government grants | 978 | 959 | |
Non-current income taxes payable | 19,743 | 16,180 | |
Non-current deferred tax liability | 4,032 | 4,644 | |
Shareholders' Equity: | |||
Ordinary shares, par value 6 euro cents per share; 100,000,000 shares authorized, 55,065,080 shares issued and outstanding at March 31, 2016 and 54,958,912 shares issued and outstanding at December 31, 2015 | 4,682 | 4,679 | |
Additional paid-in capital | 398,361 | 383,395 | |
Capital redemption reserve | 715 | 715 | |
Accumulated other comprehensive income | (58,980) | (61,636) | |
Retained earnings | 498,907 | 435,943 | |
Total Shareholders' Equity | 843,685 | 763,096 | |
Total Liabilities and Shareholders' Equity | $ 1,796,135 | $ 1,717,209 | |
[1] | The December 31, 2015 Balance Sheet has been retrospectively restated as required to reflect the requirements of new guidance in respect of the presentation of debt issue costs. |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - € / shares | Mar. 31, 2016 | Dec. 31, 2015 | [1] |
Ordinary shares, par value | € 0.06 | € 0.06 | |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | |
Ordinary shares, shares issued | 55,065,080 | 54,958,912 | |
Ordinary shares, shares outstanding | 55,065,080 | 54,958,912 | |
[1] | The December 31, 2015 Balance Sheet has been retrospectively restated as required to reflect the requirements of new guidance in respect of the presentation of debt issue costs. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue: | ||
Gross revenue | $ 542,583 | $ 503,366 |
Reimbursable expenses | (142,061) | (115,135) |
Net revenue | 400,522 | 388,231 |
Costs and expenses: | ||
Direct costs | 228,603 | 228,078 |
Selling, general and administrative expense | 80,789 | 79,555 |
Depreciation and amortization | 15,120 | 13,925 |
Total costs and expenses | 324,512 | 321,558 |
Income from operations | 76,010 | 66,673 |
Interest income | 334 | 276 |
Interest expense | (3,215) | (279) |
Income before provision for income taxes | 73,129 | 66,670 |
Provision for income taxes | (10,165) | (10,801) |
Net income | $ 62,964 | $ 55,869 |
Net income per Ordinary Share: | ||
Basic | $ 1.14 | $ 0.93 |
Diluted | $ 1.12 | $ 0.90 |
Weighted average number of Ordinary Shares outstanding: | ||
Basic | 55,011,019 | 60,281,059 |
Diluted | 56,242,164 | 61,856,347 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Cash flows from operating activities: | |||
Net income | $ 62,964 | $ 55,869 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Loss on disposal of property, plant and equipment | 7 | 4 | |
Depreciation expense | 10,161 | 9,907 | |
Amortization of intangibles | 4,959 | 4,018 | |
Amortization of grants | (11) | (11) | |
Accrued interest on short term investments | (210) | ||
Share compensation expense | 9,591 | 6,043 | |
Amortization of gain on interest rate hedge | (210) | ||
Amortization of financing costs | 130 | ||
Deferred taxes | (626) | (173) | |
Changes in assets and liabilities: | |||
Decrease in accounts receivable | 47,407 | 16,381 | |
Increase in unbilled revenue | (64,516) | (11,716) | |
Increase in other receivables | (3,730) | (2,699) | |
Decrease/(increase) in prepayments and other current assets | 1,586 | (2,522) | |
Increase in other non-current assets | (1,413) | (1,254) | |
Decrease in payments on account | (687) | (31,093) | |
(Decrease)/increase in other current liabilities | (10,494) | 13,462 | |
Increase in other non-current liabilities | 1,520 | 1,757 | |
(Decrease)/increase in accounts payable | (1,383) | 406 | |
Increase in income taxes payable | 8,626 | 2,734 | |
Change in deferred tax liability | (4,233) | ||
Net cash provided by operating activities | 59,438 | 61,113 | |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | (7,658) | (10,688) | |
Purchase of subsidiary undertakings | (103,138) | ||
Purchase of short term investments | (98) | (60) | |
Sale of short term investments | 158 | 1,037 | |
Net cash used in investing activities | (7,598) | (112,849) | |
Cash flows from financing activities: | |||
Proceeds from exercise of equity compensation | 1,137 | 8,146 | |
Share issuance costs | (4) | ||
Tax benefit from the exercise of share options | 4,241 | 1,923 | |
Drawdown of bank credit lines and loan facilities | 20,000 | ||
Financing costs | (118) | ||
Net cash provided by financing activities | 5,260 | 30,065 | |
Effect of exchange rate movements on cash | 326 | (1,988) | |
Net increase/(decrease) in cash and cash equivalents | 57,426 | (23,659) | |
Cash and cash equivalents at beginning of period | 103,911 | [1] | 118,900 |
Cash and cash equivalents at end of period | $ 161,337 | $ 95,241 | |
[1] | The December 31, 2015 Balance Sheet has been retrospectively restated as required to reflect the requirements of new guidance in respect of the presentation of debt issue costs. |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Shareholders' Equity and Comprehensive Income - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Total | Ordinary Shares | Additional Paid-in Capital | Capital Redemption Reserve | Accumulated Other Comprehensive Income | Retained Earnings | |
Balance (in shares) at Dec. 31, 2015 | 54,958,912 | [1] | 54,958,912 | ||||
Balance at Dec. 31, 2015 | $ 763,096 | [1] | $ 4,679 | $ 383,395 | $ 715 | $ (61,636) | $ 435,943 |
Comprehensive Income: | |||||||
Net income | 62,964 | 62,964 | |||||
Currency translation adjustment | 1,700 | 1,700 | |||||
Currency impact of long term funding | 1,095 | 1,095 | |||||
Tax on currency impact of long term funding | (309) | (309) | |||||
Unrealized capital gain - investments | 380 | 380 | |||||
Amortization of interest rate hedge | (210) | (210) | |||||
Total comprehensive income | 65,620 | 2,656 | 62,964 | ||||
Exercise of share options (in shares) | 48,840 | ||||||
Exercise of share options | 1,133 | $ 3 | 1,130 | ||||
Issue of restricted/performance share units (in shares) | 57,328 | ||||||
Issue of restricted/performance share units | 4 | 4 | |||||
Share issuance costs | 0 | $ 0 | 0 | 0 | 0 | 0 | |
Non-cash stock compensation expense | 9,591 | 9,591 | |||||
Tax benefit on exercise of options | $ 4,241 | 4,241 | |||||
Balance (in shares) at Mar. 31, 2016 | 55,065,080 | 55,065,080 | |||||
Balance at Mar. 31, 2016 | $ 843,685 | $ 4,682 | $ 398,361 | $ 715 | $ (58,980) | $ 498,907 | |
[1] | The December 31, 2015 Balance Sheet has been retrospectively restated as required to reflect the requirements of new guidance in respect of the presentation of debt issue costs. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Basis of Presentation | 1. Basis of Presentation These condensed consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”), have not been audited. The condensed consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the operating results and financial position for the periods presented. The preparation of the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures in the condensed consolidated financial statements. Actual results could differ from those estimates. The condensed consolidated financial statements should be read in conjunction with the accounting policies and notes to the consolidated financial statements included in ICON’s Form 20-F for the year ended December 31, 2015. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the fiscal period ending December 31, 2016. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill | 2. Goodwill Three months ended Year ended March 31, December 31, 2016 2015 (in thousands) Opening balance $ 588,434 $ 463,324 Current period acquisitions (Note 3) - 133,123 Prior period acquisitions (Note 3) 5,773 4,418 Foreign exchange movement (322 ) (12,431 ) Closing balance $ 593,885 $ 588,434 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations | 3. Business Combinations Acquisitions - PMG On December 4, 2015 the Company acquired PMG, resulting in an initial net cash outflow of $63.5 million, including certain payments made on behalf of PMG totaling $9.9 million. PMG is an integrated network of 48 clinical research sites in North Carolina, South Carolina, Tennessee and Illinois. The site network includes wholly owned facilities and dedicated clinical research sites. PMG conducts clinical trials in all major therapeutic areas and has particular expertise in vaccine, gastroenterology, cardiovascular, neurology and endocrinology studies. It has a proprietary database of clinical trial participants. It also has access to in excess of 2 million active patients via electronic medical records through its partnerships with healthcare institutions and community physical practices. The acquisition agreement provides for working capital targets to be achieved by PMG within 90 days of acquisition. In March 2016, the Company agreed to pay an additional $1.6 million on completion of this working capital review. The acquisition of PMG has been accounted for as a business combination in accordance with FASB ASC 805 Business Combinations December 4, 2015 (in thousands) Cash $ 194 Property, plant and equipment 712 Goodwill* 46,812 Intangible assets** 10,582 Accounts receivable 12,747 Prepayments and other current assets 1,329 Accounts payable (530 ) Other liabilities (2,459 ) Non-current deferred tax liability (4,233 ) Net assets acquired 65,154 Cash consideration 53,681 Other liabilities assumed 9,860 Working capital adjustment 1,613 Total cash outflows 65,154 *Goodwill represents the acquisition of an established workforce with experience in clinical trial consulting and regulatory support for the development of drugs, medical devices and diagnostics, with a specific focus on strategy to increase efficiency and productivity in product development. **The Company has made an initial estimate of separate intangible assets acquired, being customer lists and order backlog, of $10.6 million. This assessment is under review and will be finalized within 12 months of the date of acquisition. Acquisitions - MediMedia Pharma Solutions. On February 27, 2015 the Company acquired MediMedia Pharma Solutions for cash consideration of $104.7 million (net of working capital adjustments of $3.9 million). In addition to the cash consideration, certain payments were made on behalf of MediMedia Pharma Solutions on completion totaling $11.3 million. Headquartered in Yardley, Pennsylvania, MediMedia Pharma Solutions includes MediMedia Managed Markets and Complete Healthcare Communications. MediMedia Managed Markets is a leading provider of strategic payer-validated market access solutions. Complete Healthcare Communications is one of the leading medical and scientific communication agencies working with medical affairs, commercial and brand development teams within life science companies. The acquisition agreement also provided for certain working capital targets to be achieved by MediMedia Pharma Solutions. The acquisition of MediMedia Pharma Solutions has been accounted for as a business combination in accordance with FASB ASC 805 Business Combinations February 27, 2015 (in thousands) Property, plant and equipment $ 1,049 Goodwill* 92,084 Customer lists 22,752 Order backlog 2,521 Accounts receivable 5,240 Unbilled Revenue 4,324 Prepayments and other current assets 621 Accounts payable (749 ) Payments on account (4,186 ) Deferred tax liability (2,171 ) Other liabilities (5,483 ) Net assets acquired $ 116,002 Cash consideration $ 108,717 Other liabilities assumed** 11,283 Gross cash outflows 120,000 Working capital adjustment (3,998 ) Net cash outflows $ 116,002 * Goodwill represents the acquisition of an established workforce with experience in the provision of strategic payer-validated market access solutions while the acquisition of Complete Healthcare Communications comprises an established workforce with significant communication experience working with medical affairs, commercial and brand development teams within the life science industry. ** Payments made at acquisition date of $11.3 million were in respect of certain one-time liabilities which have subsequently been discharged. Acquisitions - Aptiv Solutions On May 7, 2014 the Company acquired 100% of the common stock of Aptiv Solutions (“Aptiv”), a global biopharmaceutical and medical device development services company and leader in adaptive clinical trials for cash consideration of $143.5 million, including certain payments to be made on behalf of the company on completion totaling $22.4 million. The acquisition agreement provided for working capital targets to be achieved. On March 25, 2015, the Company received $2.0 million in respect of these targets on completion of the working capital review. Aptiv offers full-service clinical trial consulting and regulatory support for drugs, medical devices and diagnostics with a specific focus on strategies to increase product development efficiency and productivity. It is a market leader in the integrated design and execution of adaptive clinical trials for exploratory and late phase development as well as being an industry leader in medical device and diagnostic development in key medical technology segments. The acquisition of Aptiv has been accounted for as a business combination in accordance with FASB ASC 805 Business Combinations May 7, 2014 (in thousands) Property, plant and equipment $ 6,924 Goodwill* 125,627 Customer relationships 21,400 Order backlog 7,900 Cash and cash equivalents 3,484 Accounts receivable 25,091 Unbilled revenue 21,154 Prepayments and other current assets 4,180 Non-current assets 2,911 Accounts payable (9,565 ) Other liabilities (29,782 ) Payments on account (31,094 ) Non-current other liabilities (11,303 ) Loan notes payable** (17,790 ) Net assets acquired $ 119,137 Cash consideration $ 143,500 Working capital adjustment (1,964 ) 141,536 Adjustments to cash consideration** (22,399 ) Net purchase consideration $ 119,137 *Goodwill represents the acquisition of an established workforce with experience in clinical trial consulting and regulatory support for the development of drugs, medical devices and diagnostics, with a specific focus on strategy to increase efficiency and productivity in product development. Goodwill related to the US portion of the business acquired is tax deductible. **Adjustments to cash consideration represent certain one-time liabilities (including loan notes) identified at the acquisition date which have subsequently been paid. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Taxes | 4. Income Taxes The provision for income taxes recognized during the three months ended March 31, 2016 is comprised of: Three Months Ended March 31, March 31, 2016 2015 (in thousands) Provision for income taxes $ 10,165 $ 10,801 As at March 31, 2016 the Company maintains a $32.0 million liability (December 31, 2015: $31.4 million) for unrecognized tax benefit, which is comprised of $28.6 million (December 31, 2015: $28.1 million) related to items generating unrecognized tax benefits and $3.4 million (December 31, 2015: $3.3 million) for interest and related penalties for such items. The Company recognizes interest accrued on unrecognized tax benefits as an additional provision for income taxes. The Company has analyzed filing positions in all of the significant federal, state and foreign jurisdictions where it is required to file income tax returns, as well as open tax years in these jurisdictions. The only periods subject to examination by the major tax jurisdictions where the Company does business are 2011 through 2015 tax years. The Company does not believe that the outcome of any examination will have a material impact on its financial statements. |
Net income per ordinary share
Net income per ordinary share | 3 Months Ended |
Mar. 31, 2016 | |
Net income per ordinary share | 5. Net income per ordinary share Basic net income per ordinary share has been computed by dividing net income available to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net income per ordinary share is computed by adjusting the weighted average number of ordinary shares outstanding during the period for all potentially dilutive ordinary shares outstanding during the period and adjusting net income for any changes in income or loss that would result from the conversion of such potential ordinary shares. There is no difference in net income used for basic and diluted net income per ordinary share. The reconciliation of the number of shares used in the computation of basic and diluted net income per ordinary share is as follows: Three Months Ended March 31, March 31, 2016 2015 Weighted average number of ordinary shares outstanding for basic net income per ordinary share 55,011,019 60,281,059 Effect of dilutive share options outstanding 1,231,145 1,575,288 Weighted average number of ordinary shares for diluted net income per ordinary share 56,242,164 61,856,347 |
Share-based Awards
Share-based Awards | 3 Months Ended |
Mar. 31, 2016 | |
Share-based Awards | 6. Share-based Awards Share Options On July 21, 2008 the Company adopted the Employee Share Option Plan 2008 (the “2008 Employee Plan”) pursuant to which the Compensation and Organization Committee of the Company’s Board of Directors may grant options to any employee, or any Director holding a salaried office or employment with the Company or a Subsidiary for the purchase of ordinary shares. On the same date, the Company also adopted the Consultants Share Option Plan 2008 (the “2008 Consultants Plan”), pursuant to which the Compensation and Organization Committee of the Company’s Board of Directors may grant options to any consultant, adviser or non-executive Director retained by the Company or any Subsidiary for the purchase of ordinary shares. Each option granted under the 2008 Employee Plan or the 2008 Consultants Plan (together the “2008 Option Plans”) will be an employee stock option, or Non-qualifying Stock Options (‘NSO’), as described in Section 422 or 423 of the Internal Revenue Code. Each grant of an option under the 2008 Options Plans will be evidenced by a Stock Option Agreement between the optionee and the Company. The exercise price will be specified in each Stock Option Agreement, however option prices will not be less than 100% of the fair market value of an ordinary share on the date the option is granted. An aggregate of 6.0 million ordinary shares have been reserved under the 2008 Employee Plan, as reduced by any shares issued or to be issued pursuant to options granted under the 2008 Consultants Plan, under which a limit of 400,000 shares applies. Further, the maximum number of ordinary shares with respect to which options may be granted under the 2008 Employee Option Plan, during any calendar year to any employee shall be 400,000 ordinary shares. There is no individual limit under the 2008 Consultants Plan. No options may be granted under the 2008 Option Plans after July 21, 2018. On January 17, 2003 the Company adopted the Share Option Plan 2003 (the “2003 Share Option Plan”) pursuant to which the Compensation and Organization Committee of the Board could grant options to officers and other employees of the Company or its subsidiaries for the purchase of ordinary shares. An aggregate of 6.0 million ordinary shares were reserved under the 2003 Share Option Plan; and, in no event could the number of ordinary shares issued pursuant to options awarded under this plan exceed 10% of the outstanding shares, as defined in the 2003 Share Option Plan, at the time of the grant, unless the Board expressly determined otherwise. Further, the maximum number of ordinary shares with respect to which options could be granted under the 2003 Share Option Plan during any calendar year to any employee was 400,000 ordinary shares. The 2003 Share Option Plan expired on January 17, 2013. No new options may be granted under this plan. Share option awards are granted with an exercise price equal to the market price of the Company’s shares at date of grant. Share options typically vest over a period of five years from date of grant and expire eight years from date of grant. The maximum contractual term of options outstanding at March 31, 2016 is eight years. The following table summarizes option activity for the three months ended March 31, 2016: Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life Outstanding at December 31, 2015 1,626,582 $ 34.87 $ 11.94 Granted 161,791 $ 71.95 $ 20.78 Exercised (48,840 ) $ 23.19 $ 9.27 Forfeited (6,835 ) $ 22.51 $ 9.61 Outstanding at March 31, 2016 1,732,698 $ 38.71 $ 12.85 4.86 Exercisable at March 31, 2016 795,005 $ 27.80 $ 10.23 3.55 The Company has granted options with fair values ranging from $5.88 to $20.78 per option or a weighted average fair value of $10.45 per option. The Company issues ordinary shares for all options exercised. The total amount of fully vested share options which remained outstanding at March 31, 2016, was 795,005. Fully vested share options at March 31, 2016, have an average remaining contractual term of 3.55 years, an average exercise price of $27.80 and a total intrinsic value of $37.6 million. The total intrinsic value of options exercised during the three months ended March 31, 2016 was $2.2 million (March 31, 2015: $12.6 million). The following table summarizes the movement in non-vested share options for the three months ended March 31, 2016: Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Fair Value Non vested outstanding at December 31, 2015 968,853 $ 42.14 $ 13.69 Granted 161,791 $ 71.95 $ 20.78 Vested (187,409 ) $ 39.36 $ 13.02 Forfeited (5,542 ) $ 21.89 $ 9.47 Non vested outstanding at March 31, 2016 937,693 $ 47.96 $ 15.07 Fair value of Stock Options Assumptions The weighted average fair value of options granted during the three months ended March 31, 2016 and March 31, 2015 was calculated using the Black-Scholes option pricing model. The weighted average fair values and assumptions used were as follows: Three Months Ended March 31, March 31, 2016 2015 Weighted average fair value $ 20.78 $ 19.78 Assumptions: Expected volatility 30 % 30 % Dividend yield 0 % 0 % Risk-free interest rate 1.39 % 1.41 % Expected life 5 years 5 years Expected volatility is based on the historical volatility of our common stock over a period equal to the expected term of the options; the expected life represents the weighted average period of time that options granted are expected to be outstanding given consideration to vesting schedules, and our historical experience of past vesting and termination patterns. The risk-free rate is based on the U.S. government zero-coupon bonds yield curve in effect at time of the grant for periods corresponding with the expected life of the option. Restricted Share Units and Performance Share Units On July 21, 2008 the Company adopted the 2008 Employees Restricted Share Unit Plan (the “2008 RSU Plan”) pursuant to which the Compensation and Organization Committee of the Company’s Board of Directors may select any employee, or any Director holding a salaried office or employment with the Company, or a Subsidiary to receive an award under the plan. An aggregate of 1.0 million ordinary shares have been reserved for issuance under the 2008 RSU Plan. The Company has awarded RSUs and PSUs to certain key individuals of the Group. The following table summarizes RSU and PSU activity for the three months ended March 31, 2016: PSU Outstanding Number of Shares PSU Weighted Average Fair Value PSU Weighted Average Remaining Contractual Life RSU Outstanding Number of Shares RSU Weighted Average Fair Value RSU Weighted Average Remaining Contractual Life Outstanding at December 31, 2015 901,773 $ 72.55 2.49 1,067,613 $ 48.30 1.48 Granted 233,634 $ 71.95 70,087 $ 71.95 Shares vested - - (57,328 ) $ 25.30 Forfeited (436 ) $ 31.49 (32,947 ) $ 47.08 Outstanding at March 31, 2016 1,134,971 $ 53.16 1.37 1,047,425 $ 51.18 1.41 The fair value of RSUs vested for the three months ended March 31, 2016 totaled $1.5 million (full year 2015: $7.0 million). No PSUs vested during the three months ended March 31 2016 (the fair value of RSUs vested for the full year 2015 was $0.3million). The PSUs vest based on service and specified EPS targets over the period 2013 – 2016, 2014 – 2017 and 2015 - 2018. Since 2013, we granted 573,303 PSUs (net of forfeitures). Depending on the actual amount of EPS from 2013 to 2018, up to an additional 561,668 PSUs may also be granted. Non-cash stock compensation expense Non-cash stock compensation expense for the three months ended March 31, 2016 has been allocated as follows: Three Months Ended March 31, March 31, 2016 2015 (in thousands) Direct costs $ 5,285 $ 3,330 Selling, general and administrative 4,306 2,713 $ 9,591 $ 6,043 Total non-cash stock compensation expense not yet recognized at March 31, 2016 amounted to $76.5 million. The weighted average period over which this is expected to be recognized is 2.37 years |
Business Segment Information
Business Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Business Segment Information | 7. Business Segment Information The Company determines and presents operating segments based on the information that is internally provided to the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, who together are considered the Company’s chief operating decision maker, in accordance with FASB ASC 280-10 Disclosures about Segments of an Enterprises and Related Information The Company is a contract research organization (“CRO”), providing outsourced development services on a global basis to the pharmaceutical, biotechnology and medical device industries. It specializes in the strategic development, management and analysis of programs that support all stages of the clinical development process - from compound selection to Phase I-IV clinical studies. The Company has the expertise and capability to conduct clinical trials in most major therapeutic areas on a global basis and has the operational flexibility to provide development services on a stand-alone basis or as part of an integrated “full service” solution. The Company has expanded predominately through internal growth, together with a number of strategic acquisitions to enhance its expertise and capabilities in certain areas of the clinical development process. The Company is generally awarded projects based upon responses to requests for proposals received from companies in the pharmaceutical, biotechnology and medical device industries or work orders executed under our strategic partnership arrangements. Contracts with customers are generally entered into centrally, in most cases with ICON Clinical Research Limited (“ICON Ireland”), the Company’s principal operating subsidiary in Ireland. Revenues, which consist primarily of fees earned under these contracts, are allocated to individual entities within the Group, based on where the work is performed in accordance with the Company’s global transfer pricing model. ICON Ireland acts as the group entrepreneur under the Company’s global transfer pricing model given its role in the development and management of the group, it’s ownership of key intellectual property and customer relationships, its key role in the mitigation of risks faced by the group and its responsibility for maintaining the Company’s global network. As such it enters into the majority of the Company’s customer contracts. ICON Ireland remunerates other operating entities in the ICON Group on the basis of a guaranteed cost plus mark up for the services they perform in each of their local territories. The cost plus mark up for each ICON entity is established to ensure that each of ICON Ireland and the ICON entities that are involved in the conduct of services for customers, earn an appropriate arms-length return having regard to the assets owned, risks borne, and functions performed by each entity from these intercompany transactions. The cost plus mark-up policy is reviewed annually to ensure that it is market appropriate. The geographic split of revenue disclosed for each region outside Ireland is the cost plus revenue attributable to these entities. The residual revenues of the Group, once each ICON entity has been paid its respective intercompany service fee, generally fall to be retained by ICON Ireland. As such revenues and income from operations in Ireland are a function of this global transfer pricing model and comprise net revenues of the Group after deducting the cost plus revenues attributable to the activities performed outside Ireland. The Company's areas of operation outside of Ireland include the United States, United Kingdom, France, Germany, Italy, Spain, The Netherlands, Sweden, Turkey, Poland, Czech Republic, Latvia, Russia, Ukraine, Hungary, Israel, Romania, Switzerland, Canada, Mexico, Brazil, Colombia, Argentina, Chile, Peru, India, China, South Korea, Japan, Thailand, Taiwan, Singapore, The Philippines, Australia, New Zealand, and South Africa. Segment information as at March 31, 2016 and December 31, 2015 and for the three months ended March 31, 2016 and March 31, 2015 is as follows: a) The distribution of net revenue by geographical area was as follows: Three Months Ended March 31, March 31, 2016 2015 (in thousands) Ireland $ 100,835 $ 114,090 Rest of Europe 75,642 84,088 U.S. 184,090 150,064 Rest of World 39,955 39,989 Total $ 400,522 $ 388,231 * All sales shown for Ireland are export sales. b) The distribution of income from operations by geographical area was as follows: Three Months Ended March 31, March 31, 2016 2015 (in thousands) Ireland $ 59,551 $ 47,566 Rest of Europe 3,444 6,785 U.S. 10,784 9,854 Rest of World 2,231 2,468 Total $ 76,010 $ 66,673 c) The distribution of property, plant and equipment, net, by geographical area was as follows: March 31, December 31, 2016 2015 (in thousands) Ireland $ 103,716 $ 101,736 Rest of Europe 7,225 7,334 U.S. 32,564 34,520 Rest of World 6,381 6,628 Total $ 149,886 $ 150,218 d) The distribution of depreciation and amortization by geographical area was as follows: Three Months Ended March 31, March 31, 2016 2015 (in thousands) Ireland $ 5,904 $ 4,913 Rest of Europe 1,715 2,268 U.S. 6,649 5,718 Rest of World 852 1,026 Total $ 15,120 $ 13,925 e) The distribution of total assets by geographical area was as follows: March 31, December 31, 2016 2015 (in thousands) Ireland $ 734,612 $ 663,060 Rest of Europe 356,787 343,733 U.S. 636,751 641,769 Rest of World 67,985 68,647 Total $ 1,796,135 $ 1,717,209 *The December 31, 2015 Balance Sheet has been retrospectively restated as required to reflect the requirements of new guidance in respect of the presentation of debt issue costs. |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill | Three months ended Year ended March 31, December 31, 2016 2015 (in thousands) Opening balance $ 588,434 $ 463,324 Current period acquisitions (Note 3) - 133,123 Prior period acquisitions (Note 3) 5,773 4,418 Foreign exchange movement (322 ) (12,431 ) Closing balance $ 593,885 $ 588,434 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
PMG | |
Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed | The table following summarizes the Company’s provisional estimates of the fair values of the assets acquired and liabilities assumed; December 4, 2015 (in thousands) Cash $ 194 Property, plant and equipment 712 Goodwill* 46,812 Intangible assets** 10,582 Accounts receivable 12,747 Prepayments and other current assets 1,329 Accounts payable (530 ) Other liabilities (2,459 ) Non-current deferred tax liability (4,233 ) Net assets acquired 65,154 Cash consideration 53,681 Other liabilities assumed 9,860 Working capital adjustment 1,613 Total cash outflows 65,154 *Goodwill represents the acquisition of an established workforce with experience in clinical trial consulting and regulatory support for the development of drugs, medical devices and diagnostics, with a specific focus on strategy to increase efficiency and productivity in product development. **The Company has made an initial estimate of separate intangible assets acquired, being customer lists and order backlog, of $10.6 million. This assessment is under review and will be finalized within 12 months of the date of acquisition. |
MediMedia Pharma Solutions | |
Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the Company’s estimate of the fair values of the assets acquired and liabilities assumed: February 27, 2015 (in thousands) Property, plant and equipment $ 1,049 Goodwill* 92,084 Customer lists 22,752 Order backlog 2,521 Accounts receivable 5,240 Unbilled Revenue 4,324 Prepayments and other current assets 621 Accounts payable (749 ) Payments on account (4,186 ) Deferred tax liability (2,171 ) Other liabilities (5,483 ) Net assets acquired $ 116,002 Cash consideration $ 108,717 Other liabilities assumed** 11,283 Gross cash outflows 120,000 Working capital adjustment (3,998 ) Net cash outflows $ 116,002 * Goodwill represents the acquisition of an established workforce with experience in the provision of strategic payer-validated market access solutions while the acquisition of Complete Healthcare Communications comprises an established workforce with significant communication experience working with medical affairs, commercial and brand development teams within the life science industry. ** Payments made at acquisition date of $11.3 million were in respect of certain one-time liabilities which have subsequently been discharged. |
Aptiv Solutions | |
Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and the liabilities assumed: May 7, 2014 (in thousands) Property, plant and equipment $ 6,924 Goodwill* 125,627 Customer relationships 21,400 Order backlog 7,900 Cash and cash equivalents 3,484 Accounts receivable 25,091 Unbilled revenue 21,154 Prepayments and other current assets 4,180 Non-current assets 2,911 Accounts payable (9,565 ) Other liabilities (29,782 ) Payments on account (31,094 ) Non-current other liabilities (11,303 ) Loan notes payable** (17,790 ) Net assets acquired $ 119,137 Cash consideration $ 143,500 Working capital adjustment (1,964 ) 141,536 Adjustments to cash consideration** (22,399 ) Net purchase consideration $ 119,137 *Goodwill represents the acquisition of an established workforce with experience in clinical trial consulting and regulatory support for the development of drugs, medical devices and diagnostics, with a specific focus on strategy to increase efficiency and productivity in product development. Goodwill related to the US portion of the business acquired is tax deductible. **Adjustments to cash consideration represent certain one-time liabilities (including loan notes) identified at the acquisition date which have subsequently been paid. |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Income Taxes Recognized During Period | The provision for income taxes recognized during the three months ended March 31, 2016 is comprised of: Three Months Ended March 31, March 31, 2016 2015 (in thousands) Provision for income taxes $ 10,165 $ 10,801 |
Net income per ordinary share (
Net income per ordinary share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Reconciliation of Number of Shares Used in Computation of Basic and Diluted Net Income Per Ordinary Share | The reconciliation of the number of shares used in the computation of basic and diluted net income per ordinary share is as follows: Three Months Ended March 31, March 31, 2016 2015 Weighted average number of ordinary shares outstanding for basic net income per ordinary share 55,011,019 60,281,059 Effect of dilutive share options outstanding 1,231,145 1,575,288 Weighted average number of ordinary shares for diluted net income per ordinary share 56,242,164 61,856,347 |
Share-based Awards (Tables)
Share-based Awards (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Summary of Stock Option Activity | The following table summarizes option activity for the three months ended March 31, 2016: Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life Outstanding at December 31, 2015 1,626,582 $ 34.87 $ 11.94 Granted 161,791 $ 71.95 $ 20.78 Exercised (48,840 ) $ 23.19 $ 9.27 Forfeited (6,835 ) $ 22.51 $ 9.61 Outstanding at March 31, 2016 1,732,698 $ 38.71 $ 12.85 4.86 Exercisable at March 31, 2016 795,005 $ 27.80 $ 10.23 3.55 |
Summary of Movement in Non-Vested Share Options | The following table summarizes the movement in non-vested share options for the three months ended March 31, 2016: Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Fair Value Non vested outstanding at December 31, 2015 968,853 $ 42.14 $ 13.69 Granted 161,791 $ 71.95 $ 20.78 Vested (187,409 ) $ 39.36 $ 13.02 Forfeited (5,542 ) $ 21.89 $ 9.47 Non vested outstanding at March 31, 2016 937,693 $ 47.96 $ 15.07 |
Weighted Average Fair Values and Assumptions Used | The weighted average fair values and assumptions used were as follows: Three Months Ended March 31, March 31, 2016 2015 Weighted average fair value $ 20.78 $ 19.78 Assumptions: Expected volatility 30 % 30 % Dividend yield 0 % 0 % Risk-free interest rate 1.39 % 1.41 % Expected life 5 years 5 years |
RSU and PSU Activity | The following table summarizes RSU and PSU activity for the three months ended March 31, 2016: PSU Outstanding Number of Shares PSU Weighted Average Fair Value PSU Weighted Average Remaining Contractual Life RSU Outstanding Number of Shares RSU Weighted Average Fair Value RSU Weighted Average Remaining Contractual Life Outstanding at December 31, 2015 901,773 $ 72.55 2.49 1,067,613 $ 48.30 1.48 Granted 233,634 $ 71.95 70,087 $ 71.95 Shares vested - - (57,328 ) $ 25.30 Forfeited (436 ) $ 31.49 (32,947 ) $ 47.08 Outstanding at March 31, 2016 1,134,971 $ 53.16 1.37 1,047,425 $ 51.18 1.41 |
Schedule of Non-cash Stock Compensation Expense | Non-cash stock compensation expense for the three months ended March 31, 2016 has been allocated as follows: Three Months Ended March 31, March 31, 2016 2015 (in thousands) Direct costs $ 5,285 $ 3,330 Selling, general and administrative 4,306 2,713 $ 9,591 $ 6,043 |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Distribution of Net Revenue by Geographical Area | a) The distribution of net revenue by geographical area was as follows: Three Months Ended March 31, March 31, 2016 2015 (in thousands) Ireland $ 100,835 $ 114,090 Rest of Europe 75,642 84,088 U.S. 184,090 150,064 Rest of World 39,955 39,989 Total $ 400,522 $ 388,231 * All sales shown for Ireland are export sales. |
Distribution of Income from Operations by Geographical Area | b) The distribution of income from operations by geographical area was as follows: Three Months Ended March 31, March 31, 2016 2015 (in thousands) Ireland $ 59,551 $ 47,566 Rest of Europe 3,444 6,785 U.S. 10,784 9,854 Rest of World 2,231 2,468 Total $ 76,010 $ 66,673 |
Distribution of Property, Plant and Equipment, Net, by Geographical Area | c) The distribution of property, plant and equipment, net, by geographical area was as follows: March 31, December 31, 2016 2015 (in thousands) Ireland $ 103,716 $ 101,736 Rest of Europe 7,225 7,334 U.S. 32,564 34,520 Rest of World 6,381 6,628 Total $ 149,886 $ 150,218 |
Distribution of Depreciation and Amortization by Geographical Area | d) The distribution of depreciation and amortization by geographical area was as follows: Three Months Ended March 31, March 31, 2016 2015 (in thousands) Ireland $ 5,904 $ 4,913 Rest of Europe 1,715 2,268 U.S. 6,649 5,718 Rest of World 852 1,026 Total $ 15,120 $ 13,925 |
Distribution of Total Assets by Geographical Area | e) The distribution of total assets by geographical area was as follows: March 31, December 31, 2016 2015 (in thousands) Ireland $ 734,612 $ 663,060 Rest of Europe 356,787 343,733 U.S. 636,751 641,769 Rest of World 67,985 68,647 Total $ 1,796,135 $ 1,717,209 *The December 31, 2015 Balance Sheet has been retrospectively restated as required to reflect the requirements of new guidance in respect of the presentation of debt issue costs. |
Goodwill (Detail)
Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | |||
Goodwill [Line Items] | ||||
Opening balance | $ 588,434 | [1] | $ 463,324 | |
Current period acquisitions (Note 3) | 133,123 | |||
Prior period acquisitions (Note 3) | 5,773 | 4,418 | ||
Foreign exchange movement | (322) | (12,431) | ||
Closing balance | $ 593,885 | $ 588,434 | [1] | |
[1] | The December 31, 2015 Balance Sheet has been retrospectively restated as required to reflect the requirements of new guidance in respect of the presentation of debt issue costs. |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ in Thousands | Mar. 31, 2016USD ($) | Dec. 04, 2015USD ($)PatientSite | Mar. 25, 2015USD ($) | Feb. 27, 2015USD ($) | May. 07, 2014USD ($) | |
PMG | ||||||
Business Acquisition [Line Items] | ||||||
Net cash outflow | $ 63,500 | |||||
Other liabilities assumed | $ 9,860 | |||||
Number of clinical research sites acquired | Site | 48 | |||||
Working capital targets achievement period | 90 days | |||||
Working capital adjustment | $ 1,600 | $ 1,613 | ||||
Cash consideration | $ 53,681 | |||||
PMG | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Number of active patients via electronic medical records acquired | Patient | 2,000,000 | |||||
MediMedia Pharma Solutions | ||||||
Business Acquisition [Line Items] | ||||||
Net cash outflow | $ 116,002 | |||||
Other liabilities assumed | [1] | 11,283 | ||||
Working capital adjustment | 3,998 | |||||
Cash consideration, net of working capital adjustment | 104,700 | |||||
Cash consideration | $ 108,717 | |||||
Aptiv Solutions | ||||||
Business Acquisition [Line Items] | ||||||
Working capital adjustment | $ 2,000 | $ 1,964 | ||||
Percentage of common stock acquired | 100.00% | |||||
Cash consideration | $ 143,500 | |||||
Adjustments to cash consideration | [2] | $ 22,399 | ||||
[1] | Payments made at acquisition date of $11.3 million were in respect of certain one-time liabilities which have subsequently been discharged. | |||||
[2] | Adjustments to cash consideration represent certain one-time liabilities (including loan notes) identified at the acquisition date which have subsequently been paid. |
Summary of Estimates of Fair Va
Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed of PMG (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 04, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | [1] | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 593,885 | $ 588,434 | $ 463,324 | ||||
Total cash outflows | $ 103,138 | ||||||
PMG | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 194 | ||||||
Property, plant and equipment | 712 | ||||||
Goodwill | [2] | 46,812 | |||||
Intangible assets | [3] | 10,582 | |||||
Accounts receivable | 12,747 | ||||||
Prepayments and other current assets | 1,329 | ||||||
Accounts payable | (530) | ||||||
Other liabilities | (2,459) | ||||||
Non-current deferred tax liability | (4,233) | ||||||
Net assets acquired | 65,154 | ||||||
Cash consideration | 53,681 | ||||||
Other liabilities assumed | 9,860 | ||||||
Working capital adjustment | $ 1,600 | 1,613 | |||||
Total cash outflows | $ 65,154 | ||||||
[1] | The December 31, 2015 Balance Sheet has been retrospectively restated as required to reflect the requirements of new guidance in respect of the presentation of debt issue costs. | ||||||
[2] | *Goodwill represents the acquisition of an established workforce with experience in clinical trial consulting and regulatory support for the development of drugs, medical devices and diagnostics, with a specific focus on strategy to increase efficiency and productivity in product development. | ||||||
[3] | **The Company has made an initial estimate of separate intangible assets acquired, being customer lists and order backlog, of $10.6 million. This assessment is under review and will be finalized within 12 months of the date of acquisition. |
Summary of Estimates of Fair 23
Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed of PMG (Parenthetical) (Detail) - PMG $ in Thousands | Dec. 04, 2015USD ($) | |
Business Acquisition [Line Items] | ||
Intangible asset | $ 10,582 | [1] |
Customer Lists | ||
Business Acquisition [Line Items] | ||
Intangible asset | $ 10,600 | |
[1] | **The Company has made an initial estimate of separate intangible assets acquired, being customer lists and order backlog, of $10.6 million. This assessment is under review and will be finalized within 12 months of the date of acquisition. |
Summary of Estimates of Fair 24
Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed of MediMedia Pharma Solutions (Detail) - USD ($) $ in Thousands | Feb. 27, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | [1] | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 593,885 | $ 588,434 | $ 463,324 | |||
MediMedia Pharma Solutions | ||||||
Business Acquisition [Line Items] | ||||||
Property, plant and equipment | $ 1,049 | |||||
Goodwill | [2] | 92,084 | ||||
Accounts receivable | 5,240 | |||||
Unbilled revenue | 4,324 | |||||
Prepayments and other current assets | 621 | |||||
Accounts payable | (749) | |||||
Payments on account | (4,186) | |||||
Deferred tax liability | (2,171) | |||||
Other liabilities | (5,483) | |||||
Net assets acquired | 116,002 | |||||
Cash consideration | 108,717 | |||||
Other liabilities assumed | [3] | 11,283 | ||||
Gross cash outflows | 120,000 | |||||
Working capital adjustment | (3,998) | |||||
Net cash outflows | 116,002 | |||||
MediMedia Pharma Solutions | Customer Lists | ||||||
Business Acquisition [Line Items] | ||||||
Intangible asset | 22,752 | |||||
MediMedia Pharma Solutions | Order Backlog | ||||||
Business Acquisition [Line Items] | ||||||
Intangible asset | $ 2,521 | |||||
[1] | The December 31, 2015 Balance Sheet has been retrospectively restated as required to reflect the requirements of new guidance in respect of the presentation of debt issue costs. | |||||
[2] | Goodwill represents the acquisition of an established workforce with experience in the provision of strategic payer-validated market access solutions while the acquisition of Complete Healthcare Communications comprises an established workforce with significant communication experience working with medical affairs, commercial and brand development teams within the life science industry. | |||||
[3] | Payments made at acquisition date of $11.3 million were in respect of certain one-time liabilities which have subsequently been discharged. |
Summary of Estimates of Fair 25
Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed of MediMedia Pharma Solutions (Parenthetical) (Detail) $ in Thousands | Feb. 27, 2015USD ($) | |
MediMedia Pharma Solutions | ||
Business Acquisition [Line Items] | ||
Other liabilities assumed | $ 11,283 | [1] |
[1] | Payments made at acquisition date of $11.3 million were in respect of certain one-time liabilities which have subsequently been discharged. |
Summary of Estimates of Fair 26
Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed of Aptiv Solutions (Detail) - USD ($) $ in Thousands | Mar. 25, 2015 | May. 07, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | [1] | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 593,885 | $ 588,434 | $ 463,324 | ||||
Aptiv Solutions | |||||||
Business Acquisition [Line Items] | |||||||
Property, plant and equipment | $ 6,924 | ||||||
Goodwill | [2] | 125,627 | |||||
Cash and cash equivalents | 3,484 | ||||||
Accounts receivable | 25,091 | ||||||
Unbilled revenue | 21,154 | ||||||
Prepayments and other current assets | 4,180 | ||||||
Non-current assets | 2,911 | ||||||
Accounts payable | (9,565) | ||||||
Other liabilities | (29,782) | ||||||
Payments on account | (31,094) | ||||||
Non-current other liabilities | (11,303) | ||||||
Loan notes payable | [3] | (17,790) | |||||
Net assets acquired | 119,137 | ||||||
Cash consideration | 143,500 | ||||||
Working capital adjustment | $ (2,000) | (1,964) | |||||
Gross cash outflows | 141,536 | ||||||
Adjustments to cash consideration | [3] | (22,399) | |||||
Net assets acquired/Net purchase consideration | 119,137 | ||||||
Aptiv Solutions | Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Intangible asset | 21,400 | ||||||
Aptiv Solutions | Order Backlog | |||||||
Business Acquisition [Line Items] | |||||||
Intangible asset | $ 7,900 | ||||||
[1] | The December 31, 2015 Balance Sheet has been retrospectively restated as required to reflect the requirements of new guidance in respect of the presentation of debt issue costs. | ||||||
[2] | Goodwill represents the acquisition of an established workforce with experience in clinical trial consulting and regulatory support for the development of drugs, medical devices and diagnostics, with a specific focus on strategy to increase efficiency and productivity in product development. | ||||||
[3] | Adjustments to cash consideration represent certain one-time liabilities (including loan notes) identified at the acquisition date which have subsequently been paid. |
Income Taxes Recognized During
Income Taxes Recognized During Period (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Reconciliation of Provision of Income Taxes [Line Items] | ||
Provision for income taxes | $ 10,165 | $ 10,801 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Liability for unrecognized tax benefit | $ 32 | $ 31.4 |
Items generating unrecognized tax benefits | 28.6 | 28.1 |
Interest and related penalties | $ 3.4 | $ 3.3 |
Earliest Tax Year | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Tax year subject to examination by major tax jurisdictions | 2,011 | |
Latest Tax Year | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Tax year subject to examination by major tax jurisdictions | 2,015 |
Reconciliation of Number of Sha
Reconciliation of Number of Shares Used in Computation of Basic and Diluted Net Income Per Ordinary Share (Detail) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Schedule of Weighted Average Number of Diluted Shares Outstanding [Line Items] | ||
Weighted average number of ordinary shares outstanding for basic net income per ordinary share | 55,011,019 | 60,281,059 |
Effect of dilutive share options outstanding | 1,231,145 | 1,575,288 |
Weighted average number of ordinary shares outstanding for diluted net income per ordinary share | 56,242,164 | 61,856,347 |
Share-based Awards - Additional
Share-based Awards - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May. 11, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2015 |
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Non-cash stock compensation expense not yet recognized | $ 76,500 | ||||
Unrecognized stock-based compensation expense, weighted average period (years) | 2 years 4 months 13 days | ||||
Tax benefit on exercise of options | $ 4,241 | $ 1,923 | |||
Restricted Stock Units (RSUs) | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Fair value of stock units vested | $ 1,500 | $ 7,000 | |||
Stock units vested | 57,328 | ||||
Stock units granted | 70,087 | ||||
Performance Share Unit (PSUs) | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Fair value of stock units vested | $ 300 | ||||
Stock units vested | 0 | ||||
Stock units granted | 233,634 | ||||
PSUs Based on Service and EPS Targets | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Stock units granted | 573,303 | ||||
PSUs Based on Service and EPS Targets | Minimum | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Cumulative EPS vesting period | 2,013 | ||||
PSUs Based on Service and EPS Targets | Maximum | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Stock units to be granted | 561,668 | ||||
Cumulative EPS vesting period | 2,018 | ||||
Employee Stock Plan, 2008 Plan | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Ordinary shares which have been reserved for issuance | 6,000,000 | ||||
Employee Stock Plan, 2008 Plan | Individual Employee | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Ordinary shares which have been reserved for issuance | 400,000 | ||||
Employee Stock Plan, 2008 Plan | Minimum | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Percentage of option price for fair value of ordinary share | 100.00% | ||||
Employee Stock Plan, 2003 Plan | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Ordinary shares which have been reserved for issuance | 6,000,000 | ||||
Maximum number of award as percentage of shares outstanding | 10.00% | ||||
Employee Stock Plan, 2003 Plan | Individual Employee | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Ordinary shares which have been reserved for issuance | 400,000 | ||||
Employee Stock Option | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Shares vesting period | 5 years | ||||
Shares expiration period | 8 years | ||||
Weighted average contractual term of options outstanding | 4 years 10 months 10 days | ||||
Weighted average fair value per option | $ 10.45 | ||||
Exercisable - number of shares | 795,005 | ||||
Exercisable - weighted average remaining contractual life | 3 years 6 months 18 days | ||||
Exercisable - weighted average exercise price | $ 27.80 | ||||
Fully vested total intrinsic value | $ 37,600 | ||||
Intrinsic value of option exercised | $ 2,200 | $ 12,600 | |||
Employee Stock Option | Minimum | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Options granted fair value | $ 5.88 | ||||
Employee Stock Option | Maximum | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Weighted average contractual term of options outstanding | 8 years | ||||
Options granted fair value | $ 20.78 | ||||
Restricted Stock Units 2008 | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Ordinary shares which have been reserved for issuance | 1,000,000 | ||||
Restricted Stock Units 2013 | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Ordinary shares which have been reserved for issuance | 4,100,000 | ||||
Number of additional shares authorized for issuance | 2,500,000 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - Employee Stock Option - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Options Outstanding Number of Shares | ||
Outstanding at beginning of period | 1,626,582 | |
Granted | 161,791 | |
Exercised | (48,840) | |
Forfeited | (6,835) | |
Outstanding at end of period | 1,732,698 | |
Exercisable at end of period | 795,005 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period | $ 34.87 | |
Granted | 71.95 | |
Exercised | 23.19 | |
Forfeited | 22.51 | |
Outstanding at end of period | 38.71 | |
Exercisable at end of period | 27.80 | |
Weighted Average Fair Value | ||
Outstanding at beginning of period | 11.94 | |
Granted | 20.78 | $ 19.78 |
Exercised | 9.27 | |
Forfeited | 9.61 | |
Outstanding at end of period | 12.85 | |
Exercisable at end of period | $ 10.23 | |
Weighted Average Remaining Contractual Life | ||
Outstanding at end of period | 4 years 10 months 10 days | |
Exercisable at end of period | 3 years 6 months 18 days |
Summary of Movement in Non-Vest
Summary of Movement in Non-Vested Share Options (Detail) - Employee Stock Option - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Options Outstanding Number of Shares | ||
Beginning Balance | 968,853 | |
Granted | 161,791 | |
Vested | (187,409) | |
Forfeited | (5,542) | |
Ending Balance | 937,693 | |
Weighted Average Exercise Price | ||
Beginning balance | $ 42.14 | |
Granted | 71.95 | |
Vested | 39.36 | |
Forfeited | 21.89 | |
Ending balance | 47.96 | |
Weighted Average Fair Value | ||
Beginning Balance | 13.69 | |
Granted | 20.78 | $ 19.78 |
Vested | 13.02 | |
Forfeited | 9.47 | |
Ending Balance | $ 15.07 |
Schedule of Weighted Average Fa
Schedule of Weighted Average Fair Values and Assumptions Used (Detail) - Employee Stock Option - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average fair value | $ 20.78 | $ 19.78 |
Assumptions: | ||
Expected volatility | 30.00% | 30.00% |
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 1.39% | 1.41% |
Expected life | 5 years | 5 years |
Summary of RSU and PSU Activity
Summary of RSU and PSU Activity (Detail) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Performance Share Unit (PSUs) | ||
Outstanding Number of Shares | ||
Outstanding at beginning of period | 901,773 | |
Granted | 233,634 | |
Shares vested | 0 | |
Forfeited | (436) | |
Outstanding at ending of period | 1,134,971 | 901,773 |
Weighted Average Fair Value | ||
Outstanding at beginning of period | $ 72.55 | |
Granted | 71.95 | |
Forfeited | 31.49 | |
Outstanding at end of period | $ 53.16 | $ 72.55 |
Weighted Average Remaining Contractual Life | ||
Outstanding at end of period | 1 year 4 months 13 days | 2 years 5 months 27 days |
Restricted Stock Units (RSUs) | ||
Outstanding Number of Shares | ||
Outstanding at beginning of period | 1,067,613 | |
Granted | 70,087 | |
Shares vested | (57,328) | |
Forfeited | (32,947) | |
Outstanding at ending of period | 1,047,425 | 1,067,613 |
Weighted Average Fair Value | ||
Outstanding at beginning of period | $ 48.30 | |
Granted | 71.95 | |
Shares vested | 25.30 | |
Forfeited | 47.08 | |
Outstanding at end of period | $ 51.18 | $ 48.30 |
Weighted Average Remaining Contractual Life | ||
Outstanding at end of period | 1 year 4 months 28 days | 1 year 5 months 23 days |
Schedule of Non-cash Stock Comp
Schedule of Non-cash Stock Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 9,591 | $ 6,043 |
Direct costs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 5,285 | 3,330 |
Selling, general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 4,306 | $ 2,713 |
Distribution of Net Revenue by
Distribution of Net Revenue by Geographical Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 400,522 | $ 388,231 |
Ireland | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | 100,835 | 114,090 |
Rest Of Europe | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | 75,642 | 84,088 |
United States | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | 184,090 | 150,064 |
Rest of World | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 39,955 | $ 39,989 |
Distribution of Income from Ope
Distribution of Income from Operations by Geographical Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Income from operations | $ 76,010 | $ 66,673 |
Ireland | ||
Segment Reporting Information [Line Items] | ||
Income from operations | 59,551 | 47,566 |
Rest Of Europe | ||
Segment Reporting Information [Line Items] | ||
Income from operations | 3,444 | 6,785 |
United States | ||
Segment Reporting Information [Line Items] | ||
Income from operations | 10,784 | 9,854 |
Rest of World | ||
Segment Reporting Information [Line Items] | ||
Income from operations | $ 2,231 | $ 2,468 |
Distribution of Property, Plant
Distribution of Property, Plant and Equipment, Net, by Geographical Area (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Property, plant and equipment, net | $ 149,886 | $ 150,218 | [1] |
Ireland | |||
Segment Reporting Information [Line Items] | |||
Property, plant and equipment, net | 103,716 | 101,736 | |
Rest Of Europe | |||
Segment Reporting Information [Line Items] | |||
Property, plant and equipment, net | 7,225 | 7,334 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Property, plant and equipment, net | 32,564 | 34,520 | |
Rest of World | |||
Segment Reporting Information [Line Items] | |||
Property, plant and equipment, net | $ 6,381 | $ 6,628 | |
[1] | The December 31, 2015 Balance Sheet has been retrospectively restated as required to reflect the requirements of new guidance in respect of the presentation of debt issue costs. |
Distribution of Depreciation an
Distribution of Depreciation and Amortization by Geographical Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Depreciation and amortization | $ 15,120 | $ 13,925 |
Ireland | ||
Segment Reporting Information [Line Items] | ||
Depreciation and amortization | 5,904 | 4,913 |
Rest Of Europe | ||
Segment Reporting Information [Line Items] | ||
Depreciation and amortization | 1,715 | 2,268 |
United States | ||
Segment Reporting Information [Line Items] | ||
Depreciation and amortization | 6,649 | 5,718 |
Rest of World | ||
Segment Reporting Information [Line Items] | ||
Depreciation and amortization | $ 852 | $ 1,026 |
Distribution of Total Assets by
Distribution of Total Assets by Geographical Area (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | [1] |
Segment Reporting Information [Line Items] | |||
Assets | $ 1,796,135 | $ 1,717,209 | |
Ireland | |||
Segment Reporting Information [Line Items] | |||
Assets | 734,612 | 663,060 | |
Rest Of Europe | |||
Segment Reporting Information [Line Items] | |||
Assets | 356,787 | 343,733 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Assets | 636,751 | 641,769 | |
Rest of World | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 67,985 | $ 68,647 | |
[1] | The December 31, 2015 Balance Sheet has been retrospectively restated as required to reflect the requirements of new guidance in respect of the presentation of debt issue costs. |