Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2017 | |
Document Information [Line Items] | |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2017 |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q3 |
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 | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 209,805 | $ 192,541 |
Short term investments - available for sale | 82,673 | 68,046 |
Accounts receivable, net | 344,898 | 416,229 |
Unbilled revenue | 255,349 | 192,687 |
Other receivables | 40,883 | 32,044 |
Prepayments and other current assets | 42,185 | 35,170 |
Income taxes receivable | 26,230 | 21,241 |
Total current assets | 1,002,023 | 957,958 |
Other Assets: | ||
Property, plant and equipment, net | 152,305 | 148,967 |
Goodwill | 764,377 | 616,088 |
Non-current other assets | 15,097 | 13,831 |
Non-current income taxes receivable | 16,451 | 12,698 |
Non-current deferred tax asset | 29,374 | 19,691 |
Intangible assets | 73,722 | 56,610 |
Total Assets | 2,053,349 | 1,825,843 |
Current Liabilities: | ||
Accounts payable | 12,992 | 8,696 |
Payments on account | 261,503 | 272,757 |
Other liabilities | 236,090 | 190,727 |
Income taxes payable | 16,677 | 22,226 |
Total current liabilities | 527,262 | 494,406 |
Other Liabilities: | ||
Non-current bank credit lines and loan facilities | 348,793 | 348,511 |
Non-current other liabilities | 21,036 | 23,752 |
Non-current government grants | 960 | 887 |
Non-current income taxes payable | 16,994 | 8,482 |
Non-current deferred tax liability | 10,750 | 4,631 |
Commitments and contingencies | ||
Total Liabilities | 925,795 | 880,669 |
Shareholders' Equity: | ||
Ordinary shares, par value 6 euro cents per share; 100,000,000 shares authorized, 54,152,200 shares issued and outstanding at September 30, 2017 and 54,530,843 shares issued and outstanding at December 31, 2016 | 4,669 | 4,692 |
Additional paid-in capital | 471,721 | 438,126 |
Other undenominated capital | 896 | 809 |
Accumulated other comprehensive income | (46,444) | (86,300) |
Retained earnings | 696,712 | 587,847 |
Total Shareholders' Equity | 1,127,554 | 945,174 |
Total Liabilities and Shareholders' Equity | $ 2,053,349 | $ 1,825,843 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - € / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Ordinary shares, par value | € 0.06 | € 0.06 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 |
Ordinary shares, shares issued | 54,152,200 | 54,530,843 |
Ordinary shares, shares outstanding | 54,152,200 | 54,530,843 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue: | ||||
Gross revenue | $ 596,169 | $ 622,261 | $ 1,766,016 | $ 1,754,491 |
Reimbursable expenses | (155,846) | (202,060) | (462,716) | (523,138) |
Net revenue | 440,323 | 420,201 | 1,303,300 | 1,231,353 |
Costs and expenses: | ||||
Direct costs | 259,672 | 243,244 | 760,175 | 709,831 |
Selling, general and administrative expense | 79,433 | 81,235 | 241,655 | 242,192 |
Depreciation and amortization | 16,280 | 14,543 | 45,123 | 44,120 |
Restructuring | 4,065 | 7,753 | 8,159 | |
Total costs and expenses | 355,385 | 343,087 | 1,054,706 | 1,004,302 |
Income from operations | 84,938 | 77,114 | 248,594 | 227,051 |
Interest income | 632 | 462 | 1,766 | 1,155 |
Interest expense | (3,177) | (3,227) | (9,535) | (9,640) |
Income before provision for income taxes | 82,393 | 74,349 | 240,825 | 218,566 |
Provision for income taxes | (8,239) | (10,470) | (30,445) | (30,649) |
Net income | $ 74,154 | $ 63,879 | $ 210,380 | $ 187,917 |
Net income per Ordinary Share: | ||||
Basic | $ 1.37 | $ 1.15 | $ 3.89 | $ 3.39 |
Diluted | $ 1.35 | $ 1.13 | $ 3.84 | $ 3.33 |
Weighted average number of Ordinary Shares outstanding: | ||||
Basic | 54,109,566 | 55,734,773 | 54,110,022 | 55,355,020 |
Diluted | 54,756,184 | 56,645,239 | 54,840,112 | 56,475,319 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 210,380 | $ 187,917 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Loss on disposal of property, plant and equipment | 185 | 27 |
Depreciation expense | 31,748 | 31,374 |
Amortization of intangibles | 13,375 | 12,746 |
Amortization of government grants | (33) | (33) |
Interest on short term investments | (887) | (498) |
Realised gain on sale of short term investments | (39) | |
Stock compensation expense | 26,961 | 31,135 |
Amortization of gain on interest rate hedge | (696) | (693) |
Amortization of financing costs | 408 | 422 |
Deferred taxes | 1,579 | (404) |
Changes in assets and liabilities: | ||
Decrease in accounts receivable | 90,205 | 17,825 |
Increase in unbilled revenue | (47,707) | (18,373) |
Increase in other receivables | (5,560) | (11,876) |
Increase in prepayments and other current assets | (2,169) | (1,395) |
Increase in other non-current assets | (1,219) | (1,857) |
Decrease in payments on account | (40,389) | (67,868) |
Increase/(decrease) in other current liabilities | 2,449 | (54,826) |
(Decrease)/increase in other non-current liabilities | (3,682) | 4,118 |
Increase in income taxes payable | 792 | 4,163 |
Increase/(decrease) in accounts payable | 1,444 | (2,826) |
Net cash provided by operating activities | 277,184 | 129,039 |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (23,690) | (29,345) |
Purchase of subsidiary undertakings | (144,131) | (54,009) |
Cash acquired with subsidiary undertaking | 18,634 | 1,842 |
Purchase of short term investments | (36,451) | (19,047) |
Sale of short term investments | 22,728 | 21,484 |
Net cash used in investing activities | (162,910) | (79,075) |
Cash flows from financing activities: | ||
Proceeds from exercise of equity compensation | 7,825 | 7,243 |
Share issue costs | (13) | (16) |
Excess tax benefit on exercise of equity compensation | 5,381 | |
Repurchase of ordinary shares | (108,106) | |
Share repurchase costs | (86) | |
Drawdown of bank credit lines and loan facilities | 73,000 | |
Repayment of bank credit lines and loan facilities | (20,000) | |
Net cash provided by financing activities | (100,380) | 65,608 |
Effect of exchange rate movements on cash | 3,370 | (175) |
Net increase in cash and cash equivalents | 17,264 | 115,397 |
Cash and cash equivalents at beginning of period | 192,541 | 103,911 |
Cash and cash equivalents at end of period | $ 209,805 | $ 219,308 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Shareholders' Equity and Comprehensive Income - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Total | Ordinary Shares | Additional Paid-in Capital | Other Undenominated Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Balance (in shares) at Dec. 31, 2016 | 54,530,843 | 54,530,843 | ||||
Balance at Dec. 31, 2016 | $ 945,174 | $ 4,692 | $ 438,126 | $ 809 | $ (86,300) | $ 587,847 |
Comprehensive income: | ||||||
Net income | 210,380 | 210,380 | ||||
Currency translation adjustment | 27,274 | 27,274 | ||||
Currency impact of long term funding | 12,925 | 12,925 | ||||
Tax on currency impact of long term funding | 335 | 335 | ||||
Unrealized capital gain - investments | 18 | 18 | ||||
Amortization of interest rate hedge | (696) | (696) | ||||
Total comprehensive income | 250,236 | 39,856 | 210,380 | |||
Exercise of share options (in shares) | 321,685 | |||||
Exercise of share options | 7,782 | $ 21 | 7,761 | |||
Issue of restricted share units (in shares) | 667,808 | |||||
Issue of restricted share units | 43 | $ 43 | ||||
Share issuance costs | (13) | (13) | ||||
Non-cash stock compensation expense | 25,847 | 25,847 | ||||
Share repurchase program | (108,106) | $ (87) | 87 | (108,106) | ||
Share repurchase program (in shares) | (1,368,136) | |||||
Share repurchase costs | $ (86) | (86) | ||||
Balance (in shares) at Sep. 30, 2017 | 54,152,200 | 54,152,200 | ||||
Balance at Sep. 30, 2017 | $ 1,127,554 | $ 4,669 | $ 471,721 | $ 896 | $ (46,444) | 696,712 |
Comprehensive income: | ||||||
Cumulative effect adjustment from adoption of ASU 2016-09 | $ 6,677 | $ 6,677 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
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, 2016. Operating results for the three and nine months ended September 30, 2017, are not necessarily indicative of the results that may be expected for the fiscal period ending December 31, 2017. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill | 2. Goodwill Nine months ended Year ended September 30, December 31, 2017 2016 (in thousands) Opening balance $ 616,088 $ 588,434 Current period acquisitions (Note 3) 129,072 34,576 Prior period acquisitions (Note 3) 1,393 7,689 Foreign exchange movement 17,824 (14,611 ) Closing balance $ 764,377 $ 616,088 |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations | 3. Business Combinations Acquisitions – Mapi Group. On July 27, 2017, a subsidiary of the Company, ICON Clinical Research Limited, acquired Mapi Development SAS ('Mapi'). Mapi is a leading patient-centered health outcomes research and commercialization company. Cash outflows on acquisition were $144.1 million. The acquisition of Mapi has been accounted for as a business combination in accordance with FASB ASC 805 Business Combinations July 27, 2017 (in thousands) Cash $ 18,634 Property, plant and equipment 3,196 Goodwill* 129,072 Intangible assets** 30,637 Accounts receivable 14,167 Unbilled revenue 11,818 Prepayments and other current assets 4,458 Other receivables 2,379 Income taxes receivable 2,799 Accounts payable (3,184 ) Payments on account (28,851 ) Other liabilities (28,814 ) Non-current other liabilities (1,061 ) Non-current deferred tax liability (1,966 ) Net assets acquired $ 153,284 Cash outflows $ 144,131 Assessment of valuation of contingent consideration at acquisition $ 9,153 Total consideration $ 153,284 *Goodwill represents the acquisition of an established workforce with experience in late phase commercialization, analytics, real world evidence generation and strategic regulatory services in clinical trial services for biologics, drugs and devices. **The Company has made an initial estimate of separate intangible assets acquired of $30.6 million, being customer relationships and order book assets. This assessment is under review and will be finalized within 12 months of the date of acquisition. Acquisitions – Clinical Research Management, Inc. On September 15, 2016, a subsidiary of the Company, ICON US Holdings Inc. acquired ClinicalRM resulting in an initial net cash outflow of $52.4 million inclusive of certain payments made on behalf of ClinicalRM totaling $9.2 million. ClinicalRM is a full-service CRO specializing in preclinical through Phase IV support of clinical research and clinical trial services for biologics, drugs and devices. The organization helps customers progress their products to market faster with a wide array of research, regulatory and sponsor services within the U.S. and around the globe. ClinicalRM provide full service and functional research solutions to a broad range of US government agencies. Their extensive expertise extends across basic and applied research, infectious diseases, vaccines development and testing and the response to bio-threats. They have worked in collaboration with government and commercial customers to respond to the threat of global viral epidemics. Further consideration of up to $12.0 million is payable if certain performance milestones are achieved in respect of periods up to December 31, 2017. The fair value of the contingent consideration on acquisition and at March 31, 2017, was estimated at $6 million. The evaluation of the performance and forecast performance of ClinicalRM against performance milestones was updated as required at June 30, 2017. Arising from that evaluation, the fair value of the contingent consideration liability was determined as $Nil, resulting in a net credit of $6 million being recorded within selling, general & administrative expenses in the Statement of operations. The acquisition of ClinicalRM has been accounted for as a business combination in accordance with FASB ASC 805 Business Combinations September 15, 2016 (in thousands) Cash $ 3,168 Property, plant and equipment 939 Goodwill* 35,969 Customer lists 4,012 Order backlog 1,668 Brand 1,409 Accounts receivable 11,431 Unbilled revenue 3,868 Prepayments and other current assets 1,673 Accounts payable (165 ) Other liabilities (5,569 ) Non-current other liabilities (7 ) Net assets acquired $ 58,396 Cash outflows (including other liabilities assumed of $9.2 million) $ 52,396 Assessment of valuation of contingent consideration at acquisition 6,000 Total consideration $ 58,396 *Goodwill represents the acquisition of an established workforce with experience in preclinical through Phase IV support of clinical research and clinical trial services for biologics, drugs and devices. Goodwill related to the US portion of the business acquired is tax deductible. Acquisitions - PMG On December 4, 2015, a subsidiary of the Company, ICON Clinical Research LLC. acquired PMG for total cash outflows of $65.4 million, including certain payments made on behalf of PMG totaling $10.1 million. PMG is an integrated network of 52 clinical research sites in North Carolina, South Carolina, Tennessee, Illinois and Iowa. 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 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* 48,728 Customer lists 6,938 Order backlog 2,948 Accounts receivable 11,597 Prepayments and other current assets 1,329 Accounts payable (530 ) Other liabilities (3,456 ) Non-current deferred tax liability (3,106 ) Net assets acquired 65,354 Cash consideration 53,681 Other liabilities assumed 10,060 Working capital adjustment 1,613 Total cash outflows 65,354 *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. In finalizing the goodwill on acquisition of PMG in the twelve month period from acquisition, fair value adjustments of $7.7 million were made to deferred tax liabilities ($3.1 million), accounts receivable acquired ($1.4 million), other liabilities ($1.2 million) and the value of the customer list and order backlog assets acquired ($0.4 million). Additional consideration of $1.6 million was provided on completion of the contractual working capital process. Acquisitions - MediMedia Pharma Solutions On February 27, 2015, a subsidary of the Company, ICON Holdings Unlimited Company (formerly ICON Holdings), acquired MediMedia Pharma Solutions for cash consideration of $104.8 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. Goodwill related to the US portion of the business is tax deductible. ** Payments made at acquisition date of $11.3 million were in respect of certain one-time liabilities which have subsequently been discharged. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring | 4. Restructuring Restructuring charges A restructuring charge of $7.8 million was recognized during the nine months ended September 30, 2017, under a restructuring plan adopted following a review of operations. The restructuring plan reflected resource rationalization across the business to improve resource utilization. Details of the restructuring charge recognized in the three and nine months ended September 30, 2017, are as follows; Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 (in thousands) (in thousands) Restructuring charges - $ 4,065 $ 7,753 $ 8,159 Total - $ 4,065 $ 7,753 $ 8,159 Details of the movement in the restructuring charge recognized in the three and nine months ended September, 30 2017 are as follows; Workforce reductions (in thousands) Initial restructuring charge recorded $ 7,753 Cash payments $ (2,536 ) Foreign exchange movement - Provision at September 30, 2017 $ 5,217 Prior Periods Restructuring charges A restructuring charge of $8.2 million was recognized during the year ended December 31, 2016, under a restructuring plan adopted following a review by the Company of its operations. The restructuring plan includes resource rationalizations in certain areas of the business to improve resource utilization, resulting in a charge of $6.2 million and office consolidation resulting in the recognition of an onerous lease obligation of $2.0 million during the twelve months ended December 31, 2016. No additional charge was recorded during the nine months ended September 30, 2017. Workforce Onerous Reductions Lease Total (in thousands) Total provision recognized $ 6,190 $ 1,969 $ 8,159 Utilized (5,734 ) (571 ) (6,305 ) Foreign exchange (63 ) - (63 ) Provision at December 31, 2016 $ 393 $ 1,398 $ 1,791 Utilized (393 ) (757 ) (1,150 ) Provision at September 30, 2017 - $ 641 $ 641 At September 30, 2017, $5.6 million is included within other liabilities and $0.5 million within non-current other liabilities. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Taxes | 5. Income Taxes Income taxes recognized during the three and nine months ended September 30, 2017, comprise: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 (in thousands) (in thousands) Provision for income taxes before restructuring and other items $ 8,239 $ 10,979 $ 31,414 $ 31,669 Tax impact of restructuring and other items - (509 ) (969 ) (1,020 ) Provision for income taxes after restructuring and other items $ 8,239 $ 10,470 $ 30,445 $ 30,649 As at September 30, 2017, the Company maintains a $27.7 million liability (December 31, 2016: $29.9 million) for unrecognized tax benefit, which is comprised of $24.1 million (December 31, 2016: $26.6 million) related to items generating unrecognized tax benefits and $3.6 million (December 31, 2016: $3.3 million) for interest and related penalties to such items. The Company recognizes interest accrued on unrecognized tax benefits as an additional income tax expense. The Company has analyzed the 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 2012 through 2016 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 | 9 Months Ended |
Sep. 30, 2017 | |
Net income per ordinary share | 6. 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 Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 Weighted average number of ordinary shares outstanding for basic net income per ordinary share 54,109,566 55,734,773 54,110,022 55,355,020 Effect of dilutive share options outstanding 646,618 910,466 730,090 1,120,299 Weighted average number of ordinary shares outstanding for diluted net income per ordinary share 54,756,184 56,645,239 54,840,112 56,475,319 |
Share-based Awards
Share-based Awards | 9 Months Ended |
Sep. 30, 2017 | |
Share-based Awards | 7. 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. On February 14, 2017, both the 2008 Employee Plan and the 2008 Consultants Plan (together the “2008 Option Plans”) were amended and restated in order to increase the number of options that can be issued under the 2008 Consultants Plan from 400,000 to 1 million and to extend the date for options to be granted under the 2008 Option Plans. Each option granted under 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 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 1 million 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 February 14, 2027. 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 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 September 30, 2017 is eight years. The following table summarizes option activity for the nine months ended September 30, 2017: Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life Outstanding at December 31, 2016 1,466,444 $ 43.45 $ 13.94 Granted 219,113 $ 85.98 $ 25.06 Exercised (321,685 ) $ 24.19 $ 9.19 Forfeited (49,579 ) $ 53.65 $ 16.58 Outstanding at September 30, 2017 1,314,293 $ 54.87 $ 16.86 4.97 Exercisable at September 30, 2017 612,869 $ 39.86 $ 13.25 3.71 The Company has outstanding options with fair values ranging from $8.53 to $25.99 per option or a weighted average fair value of $11.56 per option. The Company issues ordinary shares for all options exercised. The total amount of fully vested share options which remained outstanding at September 30, 2017, was 612,869. Fully vested share options at September 30, 2017, have an average remaining contractual term of 3.71 years, an average exercise price of $39.86 and a total intrinsic value of $45.4 million. The total intrinsic value of options exercised during the nine months ended September 30, 2017 was $21.8 million (September 30, 2016: $12.5 million). The following table summarizes the movement in non-vested share options for the nine months ended September 30, 2017: Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Fair Value Non-vested outstanding at December 31, 2016 814,870 $ 54.37 $ 16.55 Granted 219,113 $ 85.98 $ 25.06 Vested (290,600 ) $ 44.61 $ 14.40 Forfeited (41,959 ) $ 59.31 $ 17.87 Non-vested outstanding at September 30, 2017 701,424 $ 67.99 $ 20.02 Fair value of Stock Options Assumptions The weighted average fair value of options granted during the nine months ended September 30, 2017, and September 30, 2016, was calculated using the Black-Scholes option pricing model. The weighted average fair values and assumptions used were as follows: Nine Months Ended September 30, September 30, 2017 2016 Weighted average fair value $ 25.06 $ 20.10 Assumptions: Expected volatility 29% 30% Dividend yield 0% 0% Risk-free interest rate 1.93% 1.39% 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. On April 23, 2013, the Company adopted the 2013 Employees Restricted Share Unit (“RSU”) and Performance Share Unit (“PSU”) Plan (the “2013 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. On May 11, 2015, the 2013 RSU Plan was amended and restated in order to increase the number of shares that can be issued under the RSU Plan by 2.5 million shares. Accordingly, an aggregate of 4.1 million ordinary shares have been reserved for issuance under the 2013 RSU Plan. The shares are awarded at par value and vest over a service period. Awards under the 2013 RSU Plan may be settled in cash or shares at the option of the Company. The Company has awarded RSUs and PSUs to certain key individuals of the Group. The following table summarizes RSU and PSU activity for the nine months ended September 30, 2017: 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, 2016 830,523 $ 60.73 1.11 1,025,484 $ 58.64 1.40 Granted 87,794 $ 84.10 183,301 $ 88.63 Shares vested (320,640 ) $ 46.63 (353,243 ) $ 44.89 Forfeited (60,056 ) $ 66.67 (110,354 ) $ 62.91 Outstanding at September 30, 2017 537,621 $ 72.05 1.18 745,188 $ 71.90 1.50 The fair value of RSUs vested for the nine months ended September 30, 2017, totaled $15.9 million (full year 2016: $10.8 million). The fair value of PSUs vested for the nine months ended September 30, 2017, totaled $15.0 million (the fair value of PSUs vested for the full year 2016 was $10.3 million). The PSUs vest based on service and specified EPS targets over the period 2014 – 2017, 2015 – 2018, 2016 – 2019 and 2017 – 2020. Since 2013, 274,628 PSUs (net of forfeitures) have been granted. Up to an additional 262,993 PSUs may also be granted, based on the actual EPS from 2014 to 2020. Non-cash stock compensation expense Non-cash stock compensation expense for the three and nine months ended September 30, 2017 has been allocated as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 (In thousands) (In thousands) Direct costs $ 4,551 $ 5,755 $ 14,855 $ 16,830 Selling, general and administrative 3,709 4,690 12,106 14,305 $ 8,260 $ 10,445 $ 26,961 $ 31,135 Total non-cash stock compensation expense not yet recognized at September 30, 2017, amounted to $60.6 million. The weighted average period over which this is expected to be recognized is 2.2 years. The amendments required by Accounting Standards Update (‘ASU’) 2016-09 ‘Improvements to Employee Share-Based Payment Accounting’ require the Company to record all tax effects related to share-based payments through the income statement rather than additional paid in capital. The Company has applied the updated standard prospectively in the first nine months of the year ended December 31, 2017. |
Share Capital
Share Capital | 9 Months Ended |
Sep. 30, 2017 | |
Share Capital | 8. Share Capital On October 3, 2016, the Company commenced a previously announced share buyback program of up to $400 million. The Company can acquire up to 10% of its outstanding ordinary shares (by way of redemption), in accordance with Irish law, the United States securities laws, and the Company’s constitutional documents through open market share acquisitions. The buyback program gives a broker authority to acquire the Company’s ordinary shares from time to time on the open market in accordance with agreed terms and limitations. The acquisition of shares pursuant to the buyback program was effected by way of redemption and cancellation of the shares, in accordance with the Constitution of the Company. During the nine months ended September 30, 2017, 1,368,136 ordinary shares were redeemed by the Company under this buyback program for a total consideration of $108.1 million. At September 30, 2017 a total of 2,797,323 ordinary shares were redeemed by the Company under this buyback program for a total consideration of $218.1 million. All ordinary shares that were redeemed under the buyback program were canceled in accordance with the Constitution of the Company and the nominal value of these shares transferred to an other undenominated capital reserve as required under Irish Company Law. |
Business Segment Information
Business Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Business Segment Information | 9. Business Segment Information The Company determines and presents operating segments based on the information that is internally provided to the chief operating decision maker, together the (‘CODM’) in accordance with FASB ASC 280-10 Disclosures about Segments of an Enterprises and Related Information The Company determines and presents operating segments based on the information that is provided to the CODM. The Company has determined that we operate in one single business segment which is the provision of outsourced development services on a global basis to the pharmaceutical, biotechnology and medical devices industries. There have been no changes to the basis of segmentation or the measurement basis for the segment results in the period. 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. ICON Ireland 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, Belgium, 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. The geographical distribution of the Company’s segment measures as at September 30, 2017, and December 31, 2016, and for the three and nine months ended September 30, 2017, and September 30, 2016, is as follows: a) The distribution of net revenue by geographical area was as follows: Three Months ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 (in thousands) (in thousands) Ireland $ 107,820 $ 97,299 $ 312,916 $ 293,787 Rest of Europe 89,536 76,427 239,447 231,505 U.S. 192,947 204,265 600,640 581,732 Rest of World 50,020 42,210 150,297 124,329 Total $ 440,323 $ 420,201 $ 1,303,300 $ 1,231,353 * b) The distribution of income from operations, including restructuring, by geographical area was as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 (in thousands) (in thousands) Ireland $ 62,152 $ 63,933 $ 164,760 $ 178,081 Rest of Europe 2,526 837 15,124 9,144 U.S. 16,150 11,471 52,897 34,081 Rest of World 4,110 873 15,813 5,745 Total $ 84,938 $ 77,114 $ 248,594 $ 227,051 c) The distribution of income from operations, excluding restructuring, by geographical area was as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 (in thousands) (in thousands) Ireland $ 62,152 $ 64,821 $ 172,513 $ 182,698 Rest of Europe 2,526 1,364 15,124 9,979 U.S. 16,150 13,813 52,897 36,423 Rest of World 4,110 1,181 15,813 6,110 Total $ 84,938 $ 81,179 $ 256,347 $ 235,210 d) The distribution of property, plant and equipment, net, by geographical area was as follows: September 30, December 31, 2017 2016 (in thousands) Ireland $ 101,941 $ 105,684 Rest of Europe 8,827 6,231 U.S. 26,073 29,428 Rest of World 15,464 7,624 Total $ 152,305 $ 148,967 e) The distribution of depreciation and amortization by geographical area was as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 (in thousands) (in thousands) Ireland $ 6,985 $ 6,588 $ 19,465 $ 19,146 Rest of Europe 3,469 1,730 6,498 5,265 U.S. 4,819 5,368 16,348 17,154 Rest of World 1,007 857 2,812 2,555 Total $ 16,280 $ 14,543 $ 45,123 $ 44,120 f) The distribution of total assets by geographical area was as follows: September 30, December 31, 2017 2016 (in thousands) Ireland $ 797,019 $ 766,120 Rest of Europe 512,827 337,062 U.S. 633,065 651,160 Rest of World 110,438 71,501 Total $ 2,053,349 $ 1,825,843 |
New accounting pronouncements -
New accounting pronouncements -Revenue from Contacts with Customers | 9 Months Ended |
Sep. 30, 2017 | |
New accounting pronouncements -Revenue from Contacts with Customers | 10. New accounting pronouncements –Revenue from Contacts with Customers In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing , Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients The updated standard is effective for ICON in the first quarter of the year ended December 31, 2018. ICON has elected to adopt the updated standard using the cumulative effect transition method. Under this transition method, ICON will apply the new standard as of the date of initial application (i.e. January 1, 2018), without restatement of comparative period amounts. ICON plc will record the cumulative effect of initially applying the new standard (to revenue and cost) as an adjustment to the opening balance of equity at the date of initial application. Under this method, ICON will apply the requirements of the new standard to those contracts not completed at the date of initial application. While we continue to assess all potential impacts of the new standard, we believe the most significant impact relates to our assessment of measurement of performance and percentage of completion in respect of our clinical trials service revenue. Under current GAAP, the revenue attributable to performance is determined based on both input and output methods of measurement based on the relationship between hours incurred and the total estimated hours of the trial, or on the unit of delivery method. We have evaluated the application of the requirements of ASC 606 to ‘recognize revenue when or as the entity satisfies a performance obligation’ to its business. We have concluded that under the revised standard, clinical trial service is a single performance obligation satisfied over time i.e. the full service obligation in respect of a clinical trial (including services provided by investigators and other parties) is considered a single performance obligation in respect of the clinical services revenue stream. Promises offered to the customer are not distinct within the context of the contract. We have also concluded that ICON is the contract principal in respect of both direct services and in the use of third parties (principally investigator services) that support the clinical research project. ICON measure over time performance obligation considering progress towards completion on an input measure being total project costs inclusive of third party costs. The transaction price is determined by reference to the contract or change order value (total service revenue and pass-through) adjusted to reflect historical experience to determine a realizable contract value. Revenue will be recognized as the single performance obligation is satisfied. The progress towards completion for clinical service contracts will be measured based on percentage completion of realizable contract value at each reporting period. The revised standard includes additional disclosure requirements related to revenue. Our results for the first quarter of the year ended December 31, 2018, being the quarter ended March 31, 2018, will include expanded disclosure in respect of (i) disaggregated revenue disclosures from contracts with customers (ii) separate disclosure of contract assets and liabilities (iii) disclosure of retrospective revenue and (iv) disclosure of the remaining performance obligations by product/service (or backlog). Due to the complexity of certain of our contracts, the actual revenue recognition treatment required under the new standard for these arrangements may be dependent on contract-specific terms and vary in some instances. |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill | Nine months ended Year ended September 30, December 31, 2017 2016 (in thousands) Opening balance $ 616,088 $ 588,434 Current period acquisitions (Note 3) 129,072 34,576 Prior period acquisitions (Note 3) 1,393 7,689 Foreign exchange movement 17,824 (14,611 ) Closing balance $ 764,377 $ 616,088 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Mapi Group [Member] | |
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: July 27, 2017 (in thousands) Cash $ 18,634 Property, plant and equipment 3,196 Goodwill* 129,072 Intangible assets** 30,637 Accounts receivable 14,167 Unbilled revenue 11,818 Prepayments and other current assets 4,458 Other receivables 2,379 Income taxes receivable 2,799 Accounts payable (3,184 ) Payments on account (28,851 ) Other liabilities (28,814 ) Non-current other liabilities (1,061 ) Non-current deferred tax liability (1,966 ) Net assets acquired $ 153,284 Cash outflows $ 144,131 Assessment of valuation of contingent consideration at acquisition $ 9,153 Total consideration $ 153,284 *Goodwill represents the acquisition of an established workforce with experience in late phase commercialization, analytics, real world evidence generation and strategic regulatory services in clinical trial services for biologics, drugs and devices. **The Company has made an initial estimate of separate intangible assets acquired of $30.6 million, being customer relationships and order book assets. This assessment is under review and will be finalized within 12 months of the date of acquisition. |
Clinical Research Management Inc. | |
Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed | The table following summarizes the fair values of the assets acquired and liabilities assumed: September 15, 2016 (in thousands) Cash $ 3,168 Property, plant and equipment 939 Goodwill* 35,969 Customer lists 4,012 Order backlog 1,668 Brand 1,409 Accounts receivable 11,431 Unbilled revenue 3,868 Prepayments and other current assets 1,673 Accounts payable (165 ) Other liabilities (5,569 ) Non-current other liabilities (7 ) Net assets acquired $ 58,396 Cash outflows (including other liabilities assumed of $9.2 million) $ 52,396 Assessment of valuation of contingent consideration at acquisition 6,000 Total consideration $ 58,396 *Goodwill represents the acquisition of an established workforce with experience in preclinical through Phase IV support of clinical research and clinical trial services for biologics, drugs and devices. Goodwill related to the US portion of the business acquired is tax deductible. |
PMG | |
Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed | The table following summarizes the fair values of the assets acquired and liabilities assumed: December 4, 2015 (in thousands) Cash $ 194 Property, plant and equipment 712 Goodwill* 48,728 Customer lists 6,938 Order backlog 2,948 Accounts receivable 11,597 Prepayments and other current assets 1,329 Accounts payable (530 ) Other liabilities (3,456 ) Non-current deferred tax liability (3,106 ) Net assets acquired 65,354 Cash consideration 53,681 Other liabilities assumed 10,060 Working capital adjustment 1,613 Total cash outflows 65,354 *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. In finalizing the goodwill on acquisition of PMG in the twelve month period from acquisition, fair value adjustments of $7.7 million were made to deferred tax liabilities ($3.1 million), accounts receivable acquired ($1.4 million), other liabilities ($1.2 million) and the value of the customer list and order backlog assets acquired ($0.4 million). Additional consideration of $1.6 million was provided on completion of the contractual working capital process. |
MediMedia Pharma Solutions | |
Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed | The table following summarizes the fair values of the assets acquired and liabilities assumed on acquisition: 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. Goodwill related to the US portion of the business is tax deductible. ** Payments made at acquisition date of $11.3 million were in respect of certain one-time liabilities which have subsequently been discharged. |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Details of Restructuring Charge Recognized | Details of the restructuring charge recognized in the three and nine months ended September 30, 2017, are as follows; Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 (in thousands) (in thousands) Restructuring charges - $ 4,065 $ 7,753 $ 8,159 Total - $ 4,065 $ 7,753 $ 8,159 |
Details of Movement in Restructuring Provisions Recognized | Details of the movement in the restructuring charge recognized in the three and nine months ended September, 30 2017 are as follows; Workforce reductions (in thousands) Initial restructuring charge recorded $ 7,753 Cash payments $ (2,536 ) Foreign exchange movement - Provision at September 30, 2017 $ 5,217 |
Restructuring Charges | Workforce Onerous Reductions Lease Total (in thousands) Total provision recognized $ 6,190 $ 1,969 $ 8,159 Utilized (5,734 ) (571 ) (6,305 ) Foreign exchange (63 ) - (63 ) Provision at December 31, 2016 $ 393 $ 1,398 $ 1,791 Utilized (393 ) (757 ) (1,150 ) Provision at September 30, 2017 - $ 641 $ 641 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Income Taxes Recognized During Period | Income taxes recognized during the three and nine months ended September 30, 2017, comprise: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 (in thousands) (in thousands) Provision for income taxes before restructuring and other items $ 8,239 $ 10,979 $ 31,414 $ 31,669 Tax impact of restructuring and other items - (509 ) (969 ) (1,020 ) Provision for income taxes after restructuring and other items $ 8,239 $ 10,470 $ 30,445 $ 30,649 |
Net income per ordinary share (
Net income per ordinary share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 Weighted average number of ordinary shares outstanding for basic net income per ordinary share 54,109,566 55,734,773 54,110,022 55,355,020 Effect of dilutive share options outstanding 646,618 910,466 730,090 1,120,299 Weighted average number of ordinary shares outstanding for diluted net income per ordinary share 54,756,184 56,645,239 54,840,112 56,475,319 |
Share-based Awards (Tables)
Share-based Awards (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Stock Option Activity | The following table summarizes option activity for the nine months ended September 30, 2017: Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life Outstanding at December 31, 2016 1,466,444 $ 43.45 $ 13.94 Granted 219,113 $ 85.98 $ 25.06 Exercised (321,685 ) $ 24.19 $ 9.19 Forfeited (49,579 ) $ 53.65 $ 16.58 Outstanding at September 30, 2017 1,314,293 $ 54.87 $ 16.86 4.97 Exercisable at September 30, 2017 612,869 $ 39.86 $ 13.25 3.71 |
Summary of Movement in Non-Vested Share Options | The following table summarizes the movement in non-vested share options for the nine months ended September 30, 2017: Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Fair Value Non-vested outstanding at December 31, 2016 814,870 $ 54.37 $ 16.55 Granted 219,113 $ 85.98 $ 25.06 Vested (290,600 ) $ 44.61 $ 14.40 Forfeited (41,959 ) $ 59.31 $ 17.87 Non-vested outstanding at September 30, 2017 701,424 $ 67.99 $ 20.02 |
Weighted Average Fair Values and Assumptions Used | The weighted average fair values and assumptions used were as follows: Nine Months Ended September 30, September 30, 2017 2016 Weighted average fair value $ 25.06 $ 20.10 Assumptions: Expected volatility 29% 30% Dividend yield 0% 0% Risk-free interest rate 1.93% 1.39% Expected life 5 years 5 years |
RSU and PSU Activity | The following table summarizes RSU and PSU activity for the nine months ended September 30, 2017: 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, 2016 830,523 $ 60.73 1.11 1,025,484 $ 58.64 1.40 Granted 87,794 $ 84.10 183,301 $ 88.63 Shares vested (320,640 ) $ 46.63 (353,243 ) $ 44.89 Forfeited (60,056 ) $ 66.67 (110,354 ) $ 62.91 Outstanding at September 30, 2017 537,621 $ 72.05 1.18 745,188 $ 71.90 1.50 |
Schedule of Non-cash Stock Compensation Expense | Non-cash stock compensation expense for the three and nine months ended September 30, 2017 has been allocated as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 (In thousands) (In thousands) Direct costs $ 4,551 $ 5,755 $ 14,855 $ 16,830 Selling, general and administrative 3,709 4,690 12,106 14,305 $ 8,260 $ 10,445 $ 26,961 $ 31,135 |
Business Segment Information (T
Business Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Distribution of Net Revenue by Geographical Area | a) The distribution of net revenue by geographical area was as follows: Three Months ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 (in thousands) (in thousands) Ireland $ 107,820 $ 97,299 $ 312,916 $ 293,787 Rest of Europe 89,536 76,427 239,447 231,505 U.S. 192,947 204,265 600,640 581,732 Rest of World 50,020 42,210 150,297 124,329 Total $ 440,323 $ 420,201 $ 1,303,300 $ 1,231,353 * |
Distribution of Income from Operations by Geographical Area | b) The distribution of income from operations, including restructuring, by geographical area was as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 (in thousands) (in thousands) Ireland $ 62,152 $ 63,933 $ 164,760 $ 178,081 Rest of Europe 2,526 837 15,124 9,144 U.S. 16,150 11,471 52,897 34,081 Rest of World 4,110 873 15,813 5,745 Total $ 84,938 $ 77,114 $ 248,594 $ 227,051 c) Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 (in thousands) (in thousands) Ireland $ 62,152 $ 64,821 $ 172,513 $ 182,698 Rest of Europe 2,526 1,364 15,124 9,979 U.S. 16,150 13,813 52,897 36,423 Rest of World 4,110 1,181 15,813 6,110 Total $ 84,938 $ 81,179 $ 256,347 $ 235,210 |
Distribution of Property, Plant and Equipment, Net, by Geographical Area | d) The distribution of property, plant and equipment, net, by geographical area was as follows: September 30, December 31, 2017 2016 (in thousands) Ireland $ 101,941 $ 105,684 Rest of Europe 8,827 6,231 U.S. 26,073 29,428 Rest of World 15,464 7,624 Total $ 152,305 $ 148,967 |
Distribution of Depreciation and Amortization by Geographical Area | e) The distribution of depreciation and amortization by geographical area was as follows: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 (in thousands) (in thousands) Ireland $ 6,985 $ 6,588 $ 19,465 $ 19,146 Rest of Europe 3,469 1,730 6,498 5,265 U.S. 4,819 5,368 16,348 17,154 Rest of World 1,007 857 2,812 2,555 Total $ 16,280 $ 14,543 $ 45,123 $ 44,120 |
Distribution of Total Assets by Geographical Area | f) The distribution of total assets by geographical area was as follows: September 30, December 31, 2017 2016 (in thousands) Ireland $ 797,019 $ 766,120 Rest of Europe 512,827 337,062 U.S. 633,065 651,160 Rest of World 110,438 71,501 Total $ 2,053,349 $ 1,825,843 |
Goodwill (Detail)
Goodwill (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||
Opening balance | $ 616,088 | $ 588,434 |
Current period acquisitions (Note 3) | 129,072 | 34,576 |
Prior period acquisitions (Note 3) | 1,393 | 7,689 |
Foreign exchange movement | 17,824 | (14,611) |
Closing balance | $ 764,377 | $ 616,088 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ in Thousands | Jul. 27, 2017USD ($) | Sep. 15, 2016USD ($) | Dec. 04, 2015USD ($)PatientSite | Feb. 27, 2015USD ($) | Jun. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Mar. 31, 2017USD ($) | |
Business Acquisition [Line Items] | |||||||||
Total cash outflows | $ 144,131 | $ 54,009 | |||||||
Clinical Research Management Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Net cash outflow | $ 52,400 | ||||||||
Other liabilities assumed | 9,200 | ||||||||
Maximum additional consideration that might be payable | 12,000 | ||||||||
Fair Value of the deferred consideration on acquisition | 6,000 | $ 0 | $ 6,000 | ||||||
Total cash outflows | $ 58,396 | ||||||||
Clinical Research Management Inc. | Selling, general and administrative | |||||||||
Business Acquisition [Line Items] | |||||||||
Net credit | $ 6,000 | ||||||||
PMG | |||||||||
Business Acquisition [Line Items] | |||||||||
Other liabilities assumed | $ 10,060 | ||||||||
Total cash outflows | $ 65,354 | ||||||||
Number of clinical research sites acquired | Site | 52 | ||||||||
Working capital adjustment | $ 1,613 | ||||||||
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 | |||||||
Cash consideration, net of working capital adjustment | 104,800 | ||||||||
Working capital adjustment | $ 3,998 | ||||||||
Mapi Group [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Net cash outflow | $ 144,100 | ||||||||
Fair Value of the deferred consideration on acquisition | 9,153 | ||||||||
Total cash outflows | $ 153,284 | ||||||||
[1] | Payments made at acquisition date of $11.3 million were in respect of certain one-time liabilities which have subsequently been discharged. |
Summary of Estimates of Fair Va
Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed of Mapi Group (Detail) - USD ($) $ in Thousands | Jul. 27, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 764,377 | $ 616,088 | $ 588,434 | |||
Total consideration | $ 144,131 | $ 54,009 | ||||
Mapi Group [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 18,634 | |||||
Property, plant and equipment | 3,196 | |||||
Goodwill | [1] | 129,072 | ||||
Intangible assets | [2] | 30,637 | ||||
Accounts receivable | 14,167 | |||||
Unbilled revenue | 11,818 | |||||
Prepayments and other current assets | 4,458 | |||||
Other receivables | 2,379 | |||||
Income taxes receivable | 2,799 | |||||
Accounts payable | (3,184) | |||||
Payments on account | (28,851) | |||||
Other liabilities | (28,814) | |||||
Non-current other liabilities | (1,061) | |||||
Non-current deferred tax liability | (1,966) | |||||
Net assets acquired | 153,284 | |||||
Cash outflows | 144,131 | |||||
Assessment of valuation of contingent consideration at acquisition | 9,153 | |||||
Total consideration | $ 153,284 | |||||
[1] | Goodwill represents the acquisition of an established workforce with experience in late phase commercialization, analytics, real world evidence generation and strategic regulatory services in clinical trial services for biologics, drugs and devices. | |||||
[2] | The Company has made an initial estimate of separate intangible assets acquired of $30.6 million, being customer relationships and order book assets. This assessment is under review and will be finalized within 12 months of the date of acquisition. |
Summary of Estimates of Fair 27
Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed of Mapi Group (Parenthetical) (Detail) $ in Thousands | Jul. 27, 2017USD ($) | |
Mapi Group [Member] | ||
Business Acquisition [Line Items] | ||
Intangible asset | $ 30,637 | [1] |
[1] | The Company has made an initial estimate of separate intangible assets acquired of $30.6 million, being customer relationships and order book assets. This assessment is under review and will be finalized within 12 months of the date of acquisition. |
Summary of Fair Values of Asset
Summary of Fair Values of Assets Acquired and Liabilities Assumed of Clinical Research Management, Inc. (Detail) - USD ($) $ in Thousands | Sep. 15, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 764,377 | $ 616,088 | $ 588,434 | |||||
Total consideration | $ 144,131 | $ 54,009 | ||||||
Clinical Research Management Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 3,168 | |||||||
Property, plant and equipment | 939 | |||||||
Goodwill | [1] | 35,969 | ||||||
Accounts receivable | 11,431 | |||||||
Unbilled revenue | 3,868 | |||||||
Prepayments and other current assets | 1,673 | |||||||
Accounts payable | (165) | |||||||
Other liabilities | (5,569) | |||||||
Non-current other liabilities | (7) | |||||||
Net assets acquired | 58,396 | |||||||
Cash outflows (including other liabilities assumed of $9.2 million) | 52,396 | |||||||
Assessment of valuation of contingent consideration at acquisition | 6,000 | $ 0 | $ 6,000 | |||||
Total consideration | 58,396 | |||||||
Clinical Research Management Inc. | Order Backlog | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 1,668 | |||||||
Clinical Research Management Inc. | Customer Lists | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 4,012 | |||||||
Clinical Research Management Inc. | Brand | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 1,409 | |||||||
[1] | Goodwill represents the acquisition of an established workforce with experience in preclinical through Phase IV support of clinical research and clinical trial services for biologics, drugs and devices. Goodwill related to the US portion of the business acquired is tax deductible. |
Summary of Fair Values of Ass29
Summary of Fair Values of Assets Acquired and Liabilities Assumed of Clinical Research Management, Inc. (Parenthetical) (Detail) $ in Millions | Sep. 15, 2016USD ($) |
Clinical Research Management Inc. | |
Business Acquisition [Line Items] | |
Other liabilities assumed | $ 9.2 |
Summary of Estimates of Fair 30
Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed of PMG (Detail) - USD ($) $ in Thousands | Dec. 04, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 764,377 | $ 616,088 | $ 588,434 | |||
Total cash outflows | $ 144,131 | $ 54,009 | ||||
PMG | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 194 | |||||
Property, plant and equipment | 712 | |||||
Goodwill | [1] | 48,728 | ||||
Accounts receivable | 11,597 | |||||
Prepayments and other current assets | 1,329 | |||||
Accounts payable | (530) | |||||
Other liabilities | (3,456) | |||||
Non-current deferred tax liability | (3,106) | |||||
Net assets acquired | 65,354 | |||||
Cash consideration | 53,681 | $ 1,600 | ||||
Other liabilities assumed | 10,060 | |||||
Working capital adjustment | 1,613 | |||||
Total cash outflows | 65,354 | |||||
PMG | Customer Lists | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 6,938 | |||||
PMG | Order Backlog | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 2,948 | |||||
[1] | 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. In finalizing the goodwill on acquisition of PMG in the twelve month period from acquisition, fair value adjustments of $7.7 million were made to deferred tax liabilities ($3.1 million), accounts receivable acquired ($1.4 million), other liabilities ($1.2 million) and the value of the customer list and order backlog assets acquired ($0.4 million). Additional consideration of $1.6 million was provided on completion of the contractual working capital process. |
Summary of Estimates of Fair 31
Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed of PMG (Parenthetical) (Detail) - PMG - USD ($) $ in Thousands | Dec. 04, 2015 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||
Fair value adjustment to deferred tax liability | $ 3,100 | |
Fair value adjustment to goodwill | 7,700 | |
Fair value adjustment to accounts receivable | 1,400 | |
Fair value adjustment to other liabilities | 1,200 | |
Cash consideration | $ 53,681 | 1,600 |
Customer list and order backlog | ||
Business Acquisition [Line Items] | ||
Fair value adjustment to intangible assets | $ 400 |
Summary of Fair Values of Ass32
Summary of Fair Values of Assets Acquired and Liabilities Assumed of MediMedia Pharma Solutions (Detail) - USD ($) $ in Thousands | Feb. 27, 2015 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 764,377 | $ 616,088 | $ 588,434 | ||
MediMedia Pharma Solutions | |||||
Business Acquisition [Line Items] | |||||
Property, plant and equipment | $ 1,049 | ||||
Goodwill | [1] | 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 | [2] | 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] | 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. Goodwill related to the US portion of the business is tax deductible. | ||||
[2] | Payments made at acquisition date of $11.3 million were in respect of certain one-time liabilities which have subsequently been discharged. |
Summary of Fair Values of Ass33
Summary 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 $11.3 million were in respect of certain one-time liabilities which have subsequently been discharged. |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 4,065 | $ 7,753 | $ 8,159 | |
Resource Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 0 | $ 8,159 | ||
Other liabilities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve,current | 5,600 | |||
Non-current other liabilities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve, Noncurrent | $ 500 | |||
Onerous Lease | Resource Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 1,969 | |||
Workforce Reduction | Resource Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 6,190 |
Details of restructuring charge
Details of restructuring charge recognized (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 4,065 | $ 7,753 | $ 8,159 |
Total | $ 4,065 | $ 7,753 | $ 8,159 |
Details of Movement in Restruct
Details of Movement in Restructuring Provisions Recognized (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||
Initial restructuring charge recorded | $ 4,065 | $ 7,753 | $ 8,159 |
Cash payments | (2,536) | ||
Foreign exchange movement | 0 | ||
Closing provision | $ 5,217 |
Restructuring Charges (Detail)
Restructuring Charges (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total provision recognized | $ 4,065 | $ 7,753 | $ 8,159 | |
Foreign exchange | 0 | |||
Closing provision | 5,217 | |||
Resource Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total provision recognized | 0 | $ 8,159 | ||
Utilized | (1,150) | (6,305) | ||
Foreign exchange | (63) | |||
Closing provision | 641 | 1,791 | ||
Workforce Reduction | Resource Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total provision recognized | 6,190 | |||
Utilized | (393) | (5,734) | ||
Foreign exchange | (63) | |||
Closing provision | 393 | |||
Onerous Lease | Resource Rationalizations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total provision recognized | 1,969 | |||
Utilized | (757) | (571) | ||
Closing provision | $ 641 | $ 1,398 |
Income Taxes Recognized During
Income Taxes Recognized During Period (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Reconciliation of Provision of Income Taxes [Line Items] | ||||
Provision for income taxes before restructuring and other items | $ 8,239 | $ 10,979 | $ 31,414 | $ 31,669 |
Tax impact of restructuring and other items | (509) | (969) | (1,020) | |
Provision for income taxes after restructuring and other items | $ 8,239 | $ 10,470 | $ 30,445 | $ 30,649 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Liability for unrecognized tax benefit | $ 27.7 | $ 29.9 |
Items generating unrecognized tax benefits | 24.1 | 26.6 |
Interest and related penalties | $ 3.6 | $ 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 | 2,012 | |
Latest Tax Year | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Tax year subject to examination by major tax jurisdictions | 2,016 |
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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
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 | 54,109,566 | 55,734,773 | 54,110,022 | 55,355,020 |
Effect of dilutive share options outstanding | 646,618 | 910,466 | 730,090 | 1,120,299 |
Weighted average number of ordinary shares outstanding for diluted net income per ordinary share | 54,756,184 | 56,645,239 | 54,840,112 | 56,475,319 |
Share-based Awards - Additional
Share-based Awards - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Feb. 14, 2017 | May 11, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Sep. 30, 2017 |
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||
Non-cash stock compensation expense not yet recognized | $ 60.6 | $ 60.6 | ||||
Unrecognized stock-based compensation expense, weighted average period (years) | 2 years 2 months 12 days | |||||
Restricted Stock Units (RSUs) | ||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||
Fair value of stock units vested | $ 15.9 | $ 10.8 | ||||
Stock units granted | 183,301 | |||||
Performance Share Unit (PSUs) | ||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||
Fair value of stock units vested | $ 15 | $ 10.3 | ||||
Stock units granted | 87,794 | |||||
PSUs Based on Service and EPS Targets | ||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||
Stock units granted | 274,628 | |||||
PSUs Based on Service and EPS Targets | Minimum | ||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||
Cumulative EPS vesting period | 2,014 | |||||
PSUs Based on Service and EPS Targets | Maximum | ||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||
Stock units to be granted | 262,993 | 262,993 | ||||
Cumulative EPS vesting period | 2,020 | |||||
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 | 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 | 400,000 | ||||
Employee Stock Plan, 2008 Plan | Minimum | ||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||
Additional number of ordinary shares which have been reserved for issuance | 400,000 | |||||
Percentage of option price for fair value of ordinary share | 100.00% | |||||
Employee Stock Plan, 2008 Plan | Maximum | ||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||
Additional number of ordinary shares which have been reserved for issuance | 1,000,000 | |||||
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 | 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 | 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 11 months 19 days | |||||
Weighted average fair value per option | $ 11.56 | |||||
Exercisable - number of shares | 612,869 | 612,869 | ||||
Exercisable - weighted average remaining contractual life | 3 years 8 months 16 days | |||||
Exercisable - weighted average exercise price | $ 39.86 | $ 39.86 | ||||
Fully vested total intrinsic value | $ 45.4 | $ 45.4 | ||||
Intrinsic value of option exercised | $ 21.8 | $ 12.5 | ||||
Employee Stock Option | Minimum | ||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||
Options outstanding fair value | $ 8.53 | $ 8.53 | ||||
Employee Stock Option | Maximum | ||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||
Weighted average contractual term of options outstanding | 8 years | |||||
Options outstanding fair value | $ 25.99 | $ 25.99 | ||||
Restricted Stock Units 2008 | ||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||
Ordinary shares which have been reserved for issuance | 1,000,000 | 1,000,000 | ||||
Restricted Stock Units 2013 | ||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||
Additional number of ordinary shares which have been reserved for issuance | 2,500,000 | |||||
Ordinary shares which have been reserved for issuance | 4,100,000 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - Employee Stock Option - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Options Outstanding Number of Shares | ||
Outstanding at beginning of period | 1,466,444 | |
Granted | 219,113 | |
Exercised | (321,685) | |
Forfeited | (49,579) | |
Outstanding at end of period | 1,314,293 | |
Exercisable at end of period | 612,869 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period | $ 43.45 | |
Granted | 85.98 | |
Exercised | 24.19 | |
Forfeited | 53.65 | |
Outstanding at end of period | 54.87 | |
Exercisable at end of period | 39.86 | |
Weighted Average Fair Value | ||
Outstanding at beginning of period | 13.94 | |
Granted | 25.06 | $ 20.10 |
Exercised | 9.19 | |
Forfeited | 16.58 | |
Outstanding at end of period | 16.86 | |
Exercisable at end of period | $ 13.25 | |
Weighted Average Remaining Contractual Life | ||
Outstanding at end of period | 4 years 11 months 19 days | |
Exercisable at end of period | 3 years 8 months 16 days |
Summary of Movement in Non-Vest
Summary of Movement in Non-Vested Share Options (Detail) - Employee Stock Option - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Options Outstanding Number of Shares | ||
Beginning Balance | 814,870 | |
Granted | 219,113 | |
Vested | (290,600) | |
Forfeited | (41,959) | |
Ending Balance | 701,424 | |
Weighted Average Exercise Price | ||
Beginning balance | $ 54.37 | |
Granted | 85.98 | |
Vested | 44.61 | |
Forfeited | 59.31 | |
Ending balance | 67.99 | |
Weighted Average Fair Value | ||
Beginning Balance | 16.55 | |
Granted | 25.06 | $ 20.10 |
Vested | 14.40 | |
Forfeited | 17.87 | |
Ending Balance | $ 20.02 |
Schedule of Weighted Average Fa
Schedule of Weighted Average Fair Values and Assumptions Used (Detail) - Employee Stock Option - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average fair value | $ 25.06 | $ 20.10 |
Assumptions: | ||
Expected volatility | 29.00% | 30.00% |
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 1.93% | 1.39% |
Expected life | 5 years | 5 years |
Summary of RSU and PSU Activity
Summary of RSU and PSU Activity (Detail) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Performance Share Unit (PSUs) | ||
Outstanding Number of Shares | ||
Outstanding at beginning of period | 830,523 | |
Granted | 87,794 | |
Shares vested | (320,640) | |
Forfeited | (60,056) | |
Outstanding at ending of period | 537,621 | 830,523 |
Weighted Average Fair Value | ||
Outstanding at beginning of period | $ 60.73 | |
Granted | 84.10 | |
Shares vested | 46.63 | |
Forfeited | 66.67 | |
Outstanding at end of period | $ 72.05 | $ 60.73 |
Weighted Average Remaining Contractual Life | ||
Outstanding at end of period | 1 year 2 months 5 days | 1 year 1 month 9 days |
Restricted Stock Units (RSUs) | ||
Outstanding Number of Shares | ||
Outstanding at beginning of period | 1,025,484 | |
Granted | 183,301 | |
Shares vested | (353,243) | |
Forfeited | (110,354) | |
Outstanding at ending of period | 745,188 | 1,025,484 |
Weighted Average Fair Value | ||
Outstanding at beginning of period | $ 58.64 | |
Granted | 88.63 | |
Shares vested | 44.89 | |
Forfeited | 62.91 | |
Outstanding at end of period | $ 71.90 | $ 58.64 |
Weighted Average Remaining Contractual Life | ||
Outstanding at end of period | 1 year 6 months | 1 year 4 months 24 days |
Schedule of Non-cash Stock Comp
Schedule of Non-cash Stock Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 8,260 | $ 10,445 | $ 26,961 | $ 31,135 |
Direct costs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 4,551 | 5,755 | 14,855 | 16,830 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 3,709 | $ 4,690 | $ 12,106 | $ 14,305 |
Share Capital - Additional Info
Share Capital - Additional Information (Detail) - USD ($) | Sep. 30, 2017 | Oct. 03, 2016 | Sep. 30, 2017 |
Equity, Class of Treasury Stock [Line Items] | |||
Ordinary shares repurchased | 2,797,323 | 1,368,136 | |
Ordinary shares repurchased, value | $ 218,100,000 | $ 108,100,000 | |
Buyback Program | |||
Equity, Class of Treasury Stock [Line Items] | |||
Stock repurchase program, authorized amount | $ 400,000,000 | ||
Buyback Program | Maximum | |||
Equity, Class of Treasury Stock [Line Items] | |||
Share repurchase program, authorized percentage | 10.00% |
Business Segment Information -
Business Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2017Segment | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 1 |
Distribution of Net Revenue by
Distribution of Net Revenue by Geographical Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Segment Reporting Information [Line Items] | |||||
Net Revenue | $ 440,323 | $ 420,201 | $ 1,303,300 | $ 1,231,353 | |
Ireland | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenue | [1] | 107,820 | 97,299 | 312,916 | 293,787 |
Rest Of Europe | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenue | 89,536 | 76,427 | 239,447 | 231,505 | |
United States | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenue | 192,947 | 204,265 | 600,640 | 581,732 | |
Rest of World | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenue | $ 50,020 | $ 42,210 | $ 150,297 | $ 124,329 | |
[1] | All sales shown for Ireland are export sales. |
Distribution Income from Operat
Distribution Income from Operations, including Restructuring, by Geographical Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Income from operations | $ 84,938 | $ 77,114 | $ 248,594 | $ 227,051 |
Ireland | ||||
Segment Reporting Information [Line Items] | ||||
Income from operations | 62,152 | 63,933 | 164,760 | 178,081 |
Rest Of Europe | ||||
Segment Reporting Information [Line Items] | ||||
Income from operations | 2,526 | 837 | 15,124 | 9,144 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Income from operations | 16,150 | 11,471 | 52,897 | 34,081 |
Rest of World | ||||
Segment Reporting Information [Line Items] | ||||
Income from operations | $ 4,110 | $ 873 | $ 15,813 | $ 5,745 |
Distribution Income from Oper51
Distribution Income from Operations, excluding Restructuring, by Geographical Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Income from operations, excluding restructuring and other items | $ 84,938 | $ 81,179 | $ 256,347 | $ 235,210 |
Ireland | ||||
Segment Reporting Information [Line Items] | ||||
Income from operations, excluding restructuring and other items | 62,152 | 64,821 | 172,513 | 182,698 |
Rest Of Europe | ||||
Segment Reporting Information [Line Items] | ||||
Income from operations, excluding restructuring and other items | 2,526 | 1,364 | 15,124 | 9,979 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Income from operations, excluding restructuring and other items | 16,150 | 13,813 | 52,897 | 36,423 |
Rest of World | ||||
Segment Reporting Information [Line Items] | ||||
Income from operations, excluding restructuring and other items | $ 4,110 | $ 1,181 | $ 15,813 | $ 6,110 |
Distribution of Property, Plant
Distribution of Property, Plant and Equipment, Net, by Geographical Area (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 152,305 | $ 148,967 |
Ireland | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 101,941 | 105,684 |
Rest Of Europe | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 8,827 | 6,231 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 26,073 | 29,428 |
Rest of World | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 15,464 | $ 7,624 |
Distribution of Depreciation an
Distribution of Depreciation and Amortization by Geographical Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | $ 16,280 | $ 14,543 | $ 45,123 | $ 44,120 |
Ireland | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | 6,985 | 6,588 | 19,465 | 19,146 |
Rest Of Europe | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | 3,469 | 1,730 | 6,498 | 5,265 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | 4,819 | 5,368 | 16,348 | 17,154 |
Rest of World | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | $ 1,007 | $ 857 | $ 2,812 | $ 2,555 |
Distribution of Total Assets by
Distribution of Total Assets by Geographical Area (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Assets | $ 2,053,349 | $ 1,825,843 |
Ireland | ||
Segment Reporting Information [Line Items] | ||
Assets | 797,019 | 766,120 |
Rest Of Europe | ||
Segment Reporting Information [Line Items] | ||
Assets | 512,827 | 337,062 |
United States | ||
Segment Reporting Information [Line Items] | ||
Assets | 633,065 | 651,160 |
Rest of World | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 110,438 | $ 71,501 |