Cover
Cover | 9 Months Ended |
Sep. 30, 2022 | |
Cover [Abstract] | |
Document Type | 6-K |
Document Fiscal Year Focus | 2022 |
Entity Registrant Name | ICON plc |
Amendment Flag | false |
Document Fiscal Period Focus | Q3 |
Entity Central Index Key | 0001060955 |
Current Fiscal Year End Date | --12-31 |
Document Period End Date | Sep. 30, 2022 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 609,158 | $ 752,213 |
Available for sale investments | 1,712 | 1,712 |
Accounts receivable, net of allowance for credit losses | 1,435,010 | 1,342,770 |
Unbilled revenue | 894,291 | 623,121 |
Other receivables | 60,251 | 56,760 |
Prepayments and other current assets | 129,218 | 114,323 |
Income taxes receivable | 41,935 | 50,299 |
Total current assets | 3,171,575 | 2,941,198 |
Non-current Assets: | ||
Property, plant and equipment, net | 315,524 | 336,444 |
Goodwill | 8,942,525 | 9,037,931 |
Intangible assets | 4,391,699 | 4,710,843 |
Operating right-of-use assets | 137,000 | 198,123 |
Other receivables | 61,792 | 70,557 |
Income taxes receivable | 15,468 | 18,637 |
Deferred tax asset | 62,298 | 48,392 |
Equity method investments | 0 | 2,373 |
Investments in equity- long term | 27,932 | 22,592 |
Total Assets | 17,125,813 | 17,387,090 |
Current Liabilities: | ||
Accounts payable | 60,851 | 90,764 |
Unearned revenue | 1,395,160 | 1,323,961 |
Other liabilities | 1,147,142 | 949,629 |
Income taxes payable | 72,580 | 59,433 |
Current bank credit lines and loan facilities | 55,150 | 55,150 |
Total current liabilities | 2,730,883 | 2,478,937 |
Non-current Liabilities: | ||
Non-current bank credit lines and loan facilities | 4,794,856 | 5,381,162 |
Lease liabilities | 126,482 | 159,483 |
Non-current other liabilities | 41,888 | 42,596 |
Non-current income taxes payable | 218,644 | 172,109 |
Deferred tax liability | 974,339 | 1,085,976 |
Commitments and contingencies | 0 | 0 |
Total Liabilities | 8,887,092 | 9,320,263 |
Shareholders' Equity: | ||
Ordinary shares, par value 6 euro cents per share; 100,000,000 shares authorized, 81,645,279 shares issued and outstanding at September 30, 2022 and 81,554,683 shares issued and outstanding at December 31, 2021 | 6,645 | 6,640 |
Additional paid-in capital | 6,818,877 | 6,733,910 |
Other undenominated capital | 1,162 | 1,134 |
Accumulated other comprehensive loss | (291,901) | (90,937) |
Retained earnings | 1,703,938 | 1,416,080 |
Total Shareholders' Equity | 8,238,721 | 8,066,827 |
Total Liabilities and Shareholders' Equity | $ 17,125,813 | $ 17,387,090 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - € / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value (in EUR cents per share) | € 0.06 | € 0.06 |
Ordinary shares, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Ordinary shares, shares issued (in shares) | 81,645,279 | 81,554,683 |
Ordinary shares, shares outstanding (in shares) | 81,645,279 | 81,554,683 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,942,427 | $ 1,866,352 | $ 5,779,384 | $ 3,595,705 |
Costs and expenses: | ||||
Direct costs (excluding depreciation and amortization) | 1,375,837 | 1,357,942 | 4,146,366 | 2,615,309 |
Selling, general and administrative expense | 166,787 | 206,713 | 552,000 | 382,614 |
Depreciation and amortization | 141,861 | 140,636 | 427,285 | 175,317 |
Transaction and integration-related expenses | 8,001 | 149,791 | 28,970 | 182,309 |
Restructuring | 6,197 | 6,162 | 32,890 | 6,162 |
Total costs and expenses | 1,698,683 | 1,861,244 | 5,187,511 | 3,361,711 |
Income from operations | 243,744 | 5,108 | 591,873 | 233,994 |
Interest income | 1,434 | 53 | 1,727 | 496 |
Interest expense | (63,010) | (102,306) | (154,546) | (129,584) |
Income/(loss) before provision for income taxes | 182,168 | (97,145) | 439,054 | 104,906 |
Benefit arising/(Provision) for income taxes | (21,012) | 3,563 | (48,552) | (26,718) |
Income before share of earnings from equity method investments | 161,156 | (93,582) | 390,502 | 78,188 |
Share of losses in equity method investments | (1,002) | (688) | (2,643) | (1,471) |
Net income/(loss) attributable to the Group | $ 160,154 | $ (94,270) | $ 387,859 | $ 76,717 |
Net income/(loss) per Ordinary Share attributable to the Group (note 13): | ||||
Basic (in USD per share) | $ 1.96 | $ (1.17) | $ 4.76 | $ 1.23 |
Diluted (in USD per share) | $ 1.94 | $ (1.17) | $ 4.70 | $ 1.22 |
Weighted average number of Ordinary Shares outstanding (note 13): | ||||
Basic (in shares) | 81,582,375 | 80,771,397 | 81,481,686 | 62,264,851 |
Diluted (in shares) | 82,493,211 | 80,771,397 | 82,473,521 | 63,095,857 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Comprehensive income: | ||||
Net income/(loss) attributable to the group | $ 160,154 | $ (94,270) | $ 387,859 | $ 76,717 |
Currency translation adjustment | (98,140) | (35,300) | (199,763) | (44,209) |
Currency impact of long term funding (net of tax) | (826) | (162) | (1,201) | (401) |
Amortization of interest rate hedge | 0 | 0 | 0 | 113 |
Write off of loss on interest rate hedge | 0 | 0 | 0 | 778 |
Total comprehensive income attributable to the group | $ 61,188 | $ (129,732) | $ 186,895 | $ 32,998 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Ordinary shares | Additional Paid-in Capital | Other Undenominated Capital | Accumulated Other Comprehensive Loss | Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2020 | 52,788,093 | |||||
Beginning balance at Dec. 31, 2020 | $ 1,850,236 | $ 4,580 | $ 617,104 | $ 1,134 | $ (35,477) | $ 1,262,895 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 97,122 | 97,122 | ||||
Issue of restricted share units / performance share units (in shares) | 70,097 | |||||
Issue of restricted share units / performance share units | 5 | $ 5 | ||||
Non-cash stock compensation expense | 6,310 | 6,310 | ||||
Share issuance costs | (5) | (5) | ||||
Other comprehensive loss, net of tax | (19,497) | (19,497) | ||||
Ending balance (in shares) at Mar. 31, 2021 | 52,858,190 | |||||
Ending balance at Mar. 31, 2021 | 1,934,171 | $ 4,585 | 623,409 | 1,134 | (54,974) | 1,360,017 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 73,865 | 73,865 | ||||
Exercise of share options (in shares) | 4,020 | |||||
Exercise of share options | 170 | 170 | ||||
Issue of restricted share units / performance share units (in shares) | 95,853 | |||||
Issue of restricted share units / performance share units | 7 | $ 7 | ||||
Non-cash stock compensation expense | 8,495 | 8,495 | ||||
Share issuance costs | (5) | (5) | ||||
Other comprehensive loss, net of tax | 11,240 | 11,240 | ||||
Ending balance (in shares) at Jun. 30, 2021 | 52,958,063 | |||||
Ending balance at Jun. 30, 2021 | 2,027,943 | $ 4,592 | 632,069 | 1,134 | (43,734) | 1,433,882 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | (94,270) | (94,270) | ||||
Exercise of share options (in shares) | 909,723 | |||||
Exercise of share options | 103,865 | $ 54 | 103,811 | |||
Issue of restricted share units / performance share units (in shares) | 157,608 | |||||
Issue of restricted share units / performance share units | 23 | $ 23 | ||||
Issue of shares associated with a business combination (in shares) | 27,372,427 | |||||
Issue of shares associated with a business combination | 5,658,126 | $ 1,960 | 5,656,166 | |||
Replacement share-based awards issued to acquiree employees | 209,399 | 209,399 | ||||
Non-cash stock compensation expense | 99,771 | 99,771 | ||||
Share issuance costs | (809) | (809) | ||||
Other comprehensive loss, net of tax | (35,462) | (35,462) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 81,397,821 | |||||
Ending balance at Sep. 30, 2021 | $ 7,968,586 | $ 6,629 | 6,700,407 | 1,134 | (79,196) | 1,339,612 |
Beginning balance (in shares) at Dec. 31, 2021 | 81,554,683 | 81,554,683 | ||||
Beginning balance at Dec. 31, 2021 | $ 8,066,827 | $ 6,640 | 6,733,910 | 1,134 | (90,937) | 1,416,080 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 111,970 | 111,970 | ||||
Exercise of share options (in shares) | 84,090 | |||||
Exercise of share options | 7,497 | $ 6 | 7,491 | |||
Issue of restricted share units / performance share units (in shares) | 74,769 | |||||
Issue of restricted share units / performance share units | 4 | $ 4 | ||||
Non-cash stock compensation expense | 18,840 | 18,840 | ||||
Share issuance costs | (3) | (3) | ||||
Share repurchase program (in shares) | (420,530) | |||||
Share repurchase program | (99,983) | $ (28) | 28 | (99,983) | ||
Share repurchase costs | (17) | (17) | ||||
Other comprehensive loss, net of tax | (35,818) | (35,818) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 81,293,012 | |||||
Ending balance at Mar. 31, 2022 | $ 8,069,317 | $ 6,622 | 6,760,238 | 1,162 | (126,755) | 1,428,050 |
Beginning balance (in shares) at Dec. 31, 2021 | 81,554,683 | 81,554,683 | ||||
Beginning balance at Dec. 31, 2021 | $ 8,066,827 | $ 6,640 | 6,733,910 | 1,134 | (90,937) | 1,416,080 |
Ending balance (in shares) at Sep. 30, 2022 | 81,645,279 | 81,645,279 | ||||
Ending balance at Sep. 30, 2022 | $ 8,238,721 | $ 6,645 | 6,818,877 | 1,162 | (291,901) | 1,703,938 |
Beginning balance (in shares) at Mar. 31, 2022 | 81,293,012 | |||||
Beginning balance at Mar. 31, 2022 | 8,069,317 | $ 6,622 | 6,760,238 | 1,162 | (126,755) | 1,428,050 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 115,734 | 115,734 | ||||
Exercise of share options (in shares) | 75,671 | |||||
Exercise of share options | 7,653 | $ 4 | 7,649 | |||
Issue of restricted share units / performance share units (in shares) | 157,924 | |||||
Issue of restricted share units / performance share units | 11 | $ 11 | ||||
Non-cash stock compensation expense | 19,478 | 19,478 | ||||
Other comprehensive loss, net of tax | (66,180) | (66,180) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 81,526,607 | |||||
Ending balance at Jun. 30, 2022 | 8,146,013 | $ 6,637 | 6,787,365 | 1,162 | (192,935) | 1,543,784 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 160,154 | 160,154 | ||||
Exercise of share options (in shares) | 117,140 | |||||
Exercise of share options | 13,831 | $ 4 | 13,827 | |||
Issue of restricted share units / performance share units (in shares) | 1,532 | |||||
Issue of restricted share units / performance share units | 4 | $ 4 | ||||
Non-cash stock compensation expense | 17,686 | 17,686 | ||||
Share issuance costs | (1) | (1) | ||||
Other comprehensive loss, net of tax | $ (98,966) | (98,966) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 81,645,279 | 81,645,279 | ||||
Ending balance at Sep. 30, 2022 | $ 8,238,721 | $ 6,645 | $ 6,818,877 | $ 1,162 | $ (291,901) | $ 1,703,938 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 387,859 | $ 76,717 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 427,285 | 175,317 |
Impairment of long lived assets | 27,727 | 5,731 |
Reduction in carrying value of operating right-of-use assets | 35,238 | 30,607 |
Loss on equity method investments | 2,643 | 1,471 |
Charge on interest rate hedge | 0 | 891 |
Amortization of financing costs and debt discount | 13,544 | 4,448 |
Stock compensation expense | 55,703 | 114,791 |
Loss on extinguishment of debt | 0 | 14,434 |
Deferred taxes | (126,620) | (26,532) |
Unrealized foreign exchange gain | (52,334) | (7,374) |
Loss on issuance of debt | 0 | 59,460 |
Other non-cash items | 18,595 | (1,592) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (140,760) | 123,413 |
Unbilled revenue | (221,104) | 49,203 |
Unearned revenue | 28,352 | (60,514) |
Other net assets | 166,613 | (21,147) |
Net cash provided by operating activities | 622,741 | 539,324 |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (85,145) | (46,067) |
Purchase of subsidiary undertakings, net of cash acquired | 0 | (5,914,475) |
Purchase of equity method investment | 0 | (2,450) |
Purchase of available for sale investments | 0 | 17 |
Purchase of investments in equity - long term | (1,840) | (2,243) |
Net cash used in investing activities | (86,985) | (5,965,218) |
Cash flows from financing activities: | ||
Financing related costs | 0 | (30,349) |
Proceeds from exercise of equity compensation | 28,967 | 104,070 |
Share issue costs | (3) | (848) |
Repurchase of ordinary shares | (99,983) | 0 |
Share repurchase costs | (17) | 0 |
Drawdown of bank credit lines and loan facilities | 25,000 | 5,905,100 |
Repayment of bank credit lines and loan facilities | (625,000) | (377,780) |
Net cash used in financing activities | (671,036) | 5,600,193 |
Effect of exchange rate movements on cash | (7,775) | (6,080) |
Net (decrease)/ increase in cash and cash equivalents | (143,055) | 168,219 |
Cash and cash equivalents at beginning of period | 752,213 | 840,305 |
Cash and cash equivalents at end of period | $ 609,158 | $ 1,008,524 |
Basis of presentation
Basis of presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | 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, 2021 (see note 2 - Significant accounting policies ). Operating results for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal period ending December 31, 2022. |
Significant accounting policies
Significant accounting policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant accounting policies | Significant accounting policies Revenue recognition The Company earns revenues by providing a number of different services to its customers. These services, which are integral elements of the clinical development process, include clinical trials management, consulting, contract staffing, data services and laboratory services. These services, which are described in detail below, can be purchased collectively or individually as part of a clinical trial contract. There is not significant variability in how economic factors affect these services. Contracts range in duration from several months to several years. ASC 606 requires application of five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligation in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies the performance obligation(s), which have been applied to revenue recognized from each service described below. Clinical trial service revenue A clinical trial service is a single performance obligation satisfied over time, i.e. the full-service obligation in respect of a clinical trial (including those services performed by investigators and other parties) is considered a single performance obligation. Promises offered to the customer are not distinct within the context of the contract. 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 projects. The transaction price is determined by reference to the contract or change order value (total service revenue and pass-through/ reimbursable expenses) adjusted to reflect a realizable contract value. Revenue is recognized over time as the single performance obligation is satisfied. The progress towards completion for clinical service contracts is measured based on an input measure being total project costs incurred (inclusive of pass-through/ reimbursable expenses) at each reporting period as a percentage of forecasted total project costs. Laboratory services revenue Revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the products or services are transferred to the customer. Revenue for laboratory services is measured as the amount of consideration we expect to receive in exchange for transferring products or services. Where contracts with customers contain multiple performance obligations, the transaction price is allocated to each performance obligation based on the estimated relative selling price of the promised good or service. Service revenue is recognized over time as the services are delivered to the customer based on the extent of progress towards completion of the performance obligation. The determination of the methodology to measure progress requires judgment and is based on the nature of services provided. This requires an assessment of the transfer of value to the customer. The right to invoice measure of progress is generally related to rate per unit contracts, as the extent of progress towards completion is measured based on discrete service or time-based increments, such as samples tested or labor hours incurred. Revenue is recorded in the amount invoiced since that amount corresponds to the value of the Company's performance and the transfer of value to the customer. Contracting services revenue The Company has availed itself of the practical expedient which results in recognition of revenue on a right to invoice basis. Application of the practical expedient reflects the right to consideration from the customer in an amount that corresponds directly with the value to the customer of the performance completion to date. This reflects hours performed by contract staff. Consulting services revenue Our consulting services contracts represent a single performance obligation satisfied over time. The transaction price is determined by reference to contract or change order value. Revenue is recognized over time as the performance obligation is satisfied. The progress towards completion for consulting contracts is measured based on total project inputs (time) at each reporting period as a percentage of forecasted total project inputs. Data services revenue The Company provides data reports and analytics to customers based on agreed-upon specifications, including the timing of delivery, which is typically either weekly, monthly, or quarterly. If a customer requests more than one type of data report or series of data reports within a contract, each distinct type of data report is a separate performance obligation. The contracts provide for the Company to be compensated for the value of each deliverable. The transaction price is determined using list prices, discount agreements, if any, and negotiations with the customers, and generally includes any out-of-pocket expenses. Typically, the Company bills in advance of services being provided with the amount being recorded as unearned revenue. When multiple performance obligations exist, the transaction price is allocated to performance obligations on a relative standalone selling price basis. In cases where the Company contracts to provide a series of data reports, or in some cases data, the Company recognizes revenue over time using the “units delivered” output method as the data or reports are delivered. Expense reimbursements are recorded to revenue as the expenses are incurred as they relate directly to the services performed. Certain arrangements include upfront customization or consultative services for customers. These arrangements often include payments based on the achievement of certain contractual milestones. Under these arrangements, the Company contracts with a customer to carry out a specific study, ultimately resulting in delivery of a custom report or data product. These arrangements are a single performance obligation given the integrated nature of the service being provided. The Company typically recognizes revenue under these contracts over time, using an output-based measure, generally time elapsed, to measure progress and transfer of control of the performance obligation to the customer. Expense reimbursements are recorded to revenue as the expenses are incurred as they relate directly to the service performed. The Company enters into contracts with some of its larger data suppliers that involve non-monetary terms. The Company issues purchase credits to be used toward the data supplier's purchase of the Company's services based on the fair value of the data obtained. In exchange, the Company receives monetary discounts on the data received from the data suppliers. The fair value of the revenue earned from the customer purchases is recognized as services are delivered as described above. At the end of the contract year, any unused customer purchase credits may be forfeited or carried over to the next contract year based on the terms of the data supplier contract. Commissions Incremental costs of obtaining a contract are recognized as an asset on the Consolidated Balance Sheet in respect of those contracts that exceed one year. Where commission costs relate to contracts that are less than one year, the practical expedient is applied as the amortization period of the asset which would arise on deferral would be one year or less. Business Combinations The cost of a business combination is measured as the aggregate of the fair values at the date of exchange of assets given, liabilities incurred or assumed and equity instruments issued in exchange for control. Where a business combination agreement provides for an adjustment to the cost of the acquisition which is contingent upon future events, the amount of the estimated adjustment is recognized at the acquisition date at the fair value of the contingent consideration. Any changes to this estimate outside the measurement period will depend on the classification of the contingent consideration. If the contingent consideration is classified as equity it shall not be re-measured and the settlement shall be accounted for within equity. If the contingent consideration is classified as a liability any adjustments will be accounted for through the Consolidated Statement of Operations or Other Comprehensive Income depending on whether the liability is considered a financial instrument. The assets, liabilities and contingent liabilities of businesses acquired are measured at their fair values at the date of acquisition. In the case of a business combination which is completed in stages, the fair values of the identifiable assets, liabilities and contingent liabilities are determined at the date of each exchange transaction. When the initial accounting for a business combination is determined provisionally, any subsequent adjustments to the provisional values allocated to the identifiable assets, liabilities and contingent liabilities are made within twelve months of the acquisition date and presented as adjustments to goodwill in the reporting period in which the adjustments are determined. The Company allocates a share of net income to the noncontrolling interest holders based on percentage ownership. Intangible Assets Intangible assets are amortized on a straight line basis over their estimated useful life. The carrying values of intangible assets are reviewed for recoverability to determine if the facts and circumstances suggest that a potential impairment may have occurred. If this review indicates that carrying values will not be recoverable the Company will record an impairment charge to reduce carrying values to estimated fair value. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue disaggregated by customer concentration is as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) Clients 1-5 539,907 525,806 1,595,007 1,242,446 Clients 6-10 270,073 283,003 831,660 472,788 Clients 11-25 405,171 398,816 1,100,118 704,312 Other 727,276 658,727 2,252,599 1,176,159 Total $ 1,942,427 $ 1,866,352 $ 5,779,384 $ 3,595,705 There was no revenue from individual customers greater than 10% of consolidated revenue in the respective periods. Accounts receivables and unbilled revenue are as follows: September 30, 2022 December 31, 2021 (in thousands) Contract assets: Billed services (accounts receivable) $ 1,458,753 $ 1,349,851 Unbilled services (unbilled revenue) 894,291 623,121 Accounts receivable and unbilled revenue, gross 2,353,044 1,972,972 Allowance for credit losses (23,743) (7,081) Accounts receivable and unbilled revenue, net $ 2,329,301 $ 1,965,891 Unbilled services and unearned revenue or payments on account (contract assets and liabilities) were as follows: (in thousands, except percentages) September 30, 2022 December 31, 2021 $ Change % Change Unbilled services (unbilled revenue) $ 894,291 $ 623,121 $ 271,170 43.5 % Unearned revenue (payments on account) (1,395,160) (1,323,961) (71,199) 5.4 % Net balance $ (500,869) $ (700,840) $ 199,971 (28.5) % Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to our contracts with customers. We record assets for amounts related to performance obligations that are satisfied but not yet billed and/or collected. These assets are recorded as unbilled services and therefore contract assets rather than accounts receivables when receipt of the consideration is conditional on something other than the passage of time. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations or billed in advance of the revenue being earned. Unbilled services/revenue balances arise where invoicing or billing is based on the timing of agreed milestones related to service contracts for clinical research. Contractual billing arrangements in respect of certain reimbursable expenses (principally investigators) require billing by the investigator to the Company prior to billing by the Company to the customer. As there is no contractual right to set-off between unbilled services (contract assets) and unearned revenue (contract liabilities), each are separately presented gross on the Condensed Consolidated Balance Sheet. Unbilled services as at September 30, 2022 increased by $271.2 million compared to December 31, 2021. Unearned revenue increased by $71.2 million over the same period resulting in an increase of $200.0 million in the net balance of unbilled services and unearned revenue or payments on account between December 31, 2021 and September 30, 2022. These fluctuations are primarily due to timing of payments and invoicing related to the Group's clinical trial management contracts. Billings and payments are established by contractual provisions including predetermined payment schedules which may or may not correspond to the timing of the transfer of control of the Company's services under the contract. Unbilled services arise from long-term contracts when a cost-based input method of revenue recognition is applied and revenue recognized exceeds the amount billed to the customer. |
Accounts receivable, unbilled r
Accounts receivable, unbilled revenue (contract assets) and unearned revenue or payments on account (contract liabilities) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Accounts receivable, unbilled revenue (contract assets) and unearned revenue or payments on account (contract liabilities) | Revenue Revenue disaggregated by customer concentration is as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) Clients 1-5 539,907 525,806 1,595,007 1,242,446 Clients 6-10 270,073 283,003 831,660 472,788 Clients 11-25 405,171 398,816 1,100,118 704,312 Other 727,276 658,727 2,252,599 1,176,159 Total $ 1,942,427 $ 1,866,352 $ 5,779,384 $ 3,595,705 There was no revenue from individual customers greater than 10% of consolidated revenue in the respective periods. Accounts receivables and unbilled revenue are as follows: September 30, 2022 December 31, 2021 (in thousands) Contract assets: Billed services (accounts receivable) $ 1,458,753 $ 1,349,851 Unbilled services (unbilled revenue) 894,291 623,121 Accounts receivable and unbilled revenue, gross 2,353,044 1,972,972 Allowance for credit losses (23,743) (7,081) Accounts receivable and unbilled revenue, net $ 2,329,301 $ 1,965,891 Unbilled services and unearned revenue or payments on account (contract assets and liabilities) were as follows: (in thousands, except percentages) September 30, 2022 December 31, 2021 $ Change % Change Unbilled services (unbilled revenue) $ 894,291 $ 623,121 $ 271,170 43.5 % Unearned revenue (payments on account) (1,395,160) (1,323,961) (71,199) 5.4 % Net balance $ (500,869) $ (700,840) $ 199,971 (28.5) % Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to our contracts with customers. We record assets for amounts related to performance obligations that are satisfied but not yet billed and/or collected. These assets are recorded as unbilled services and therefore contract assets rather than accounts receivables when receipt of the consideration is conditional on something other than the passage of time. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations or billed in advance of the revenue being earned. Unbilled services/revenue balances arise where invoicing or billing is based on the timing of agreed milestones related to service contracts for clinical research. Contractual billing arrangements in respect of certain reimbursable expenses (principally investigators) require billing by the investigator to the Company prior to billing by the Company to the customer. As there is no contractual right to set-off between unbilled services (contract assets) and unearned revenue (contract liabilities), each are separately presented gross on the Condensed Consolidated Balance Sheet. Unbilled services as at September 30, 2022 increased by $271.2 million compared to December 31, 2021. Unearned revenue increased by $71.2 million over the same period resulting in an increase of $200.0 million in the net balance of unbilled services and unearned revenue or payments on account between December 31, 2021 and September 30, 2022. These fluctuations are primarily due to timing of payments and invoicing related to the Group's clinical trial management contracts. Billings and payments are established by contractual provisions including predetermined payment schedules which may or may not correspond to the timing of the transfer of control of the Company's services under the contract. Unbilled services arise from long-term contracts when a cost-based input method of revenue recognition is applied and revenue recognized exceeds the amount billed to the customer. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Nine Months Ended Year Ended September 30, 2022 December 31, 2021 (in thousands) Opening balance $ 9,037,931 $ 936,257 Current period acquisitions (Note 7) — 8,120,006 Prior period acquisitions (Note 7) (35,692) — Foreign exchange movement (59,714) (18,332) Closing balance $ 8,942,525 $ 9,037,931 |
Intangible assets
Intangible assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible assets Intangible assets, net consisted of the following: Nine Months Ended Year Ended September 30, 2022 December 31, 2021 Cost (in thousands) Customer relationships $ 4,072,988 $ 4,056,642 Order backlog 535,557 528,022 Trade names & brands 204,536 204,685 Patient database 170,049 170,525 Technology assets 120,283 121,507 Total cost 5,103,413 5,081,381 Accumulated amortization (711,714) (370,538) Net book value $ 4,391,699 $ 4,710,843 |
Business combinations
Business combinations | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business combinations | Business combinations PRA Health Sciences, Inc. - Merger Completion On July 1, 2021 (the "Merger Date"), the Company completed the Acquisition of PRA by means of a merger whereby Indigo Merger Sub, Inc., a Delaware corporation and subsidiary of ICON, merged with and into PRA, the parent of the PRA Health Sciences Group. The combined Group has retained the name ICON and brought together approximately 38,000 (as at the Merger date) employees across the globe, creating one of the world’s most advanced healthcare intelligence and clinical research organizations. The Merger was accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The combined Company leverages its enhanced operations to transform clinical trials and accelerate biopharma customers’ commercial success through the development of much needed medicines and medical devices. The new ICON has a renewed focus on leveraging data, applying technology and accessing diverse patient populations to speed up drug development. Upon completion of the Merger, pursuant to the terms of the merger agreement, PRA became a wholly owned subsidiary of ICON plc. Under the terms of the Merger, PRA shareholders received per share $80 in cash and 0.4125 shares of ICON stock. The trading of PRA common stock on NASDAQ was suspended prior to market open on July 1, 2021. In the nine months ended September 30, 2022, the Company incurred $29.0 million of Merger-related expenses which were accounted for separately from the business combination and expensed as incurred within the “Transaction and integration related expenses” line item of the condensed consolidated statements of operations. These costs consisted primarily of integration costs including severance arrangements, retention agreements and advisory fees. The Merger Date fair value of the consideration transferred consisted of the following: (in thousands) Fair value of cash consideration $ 5,308,646 Fair value of ordinary shares issued to acquiree stockholders 5,658,126 Fair value of replacement share-based awards issued to acquiree employees 209,399 Repayment of term loan obligations and accrued interest * 865,800 $ 12,041,971 * This represents the portion of PRA debt paid by ICON. PRA also paid $401.6 million from available cash to settle debt obligations that existed at the Merger Date. The following table summarizes the allocation of the consideration transferred based on the Merger Date fair values of assets acquired and liabilities assumed, with the excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill: July 1 2021 (in thousands) Cash and cash equivalents $ 259,971 Accounts receivable and unbilled revenue 934,308 Other current assets 125,156 Fixed assets 156,851 Operating lease right-of-use assets 180,601 Goodwill * 8,084,314 Intangible assets 4,919,000 Deferred tax assets 25,190 Other assets 33,928 Accounts payable (50,259) Accrued expenses and other current liabilities (380,048) Current portion of operating lease liabilities (36,506) Unearned revenue (739,278) Non-current portion of operating lease liabilities (147,204) Non-current deferred tax liabilities (1,119,762) Other non-current liabilities (204,291) Net assets acquired $ 12,041,971 * The goodwill in connection with the Merger is primarily attributable to the assembled workforce of PRA and the expected synergies of the Merger. None of the goodwill recognized is expected to be deductible for income tax purposes. The following table summarizes the fair value of identified intangible assets and their respective useful lives as of the Merger Date (in thousands, except for estimated useful lives): Estimated Fair Value Estimated Useful Life Customer relationship 3,938,000 23 years Order backlog 500,000 3 years Trade names 202,000 3 years Patient database 168,000 7 years Technology 111,000 5 years 4,919,000 At June 30, 2022, the Company completed its review of the July 1, 2021 acquisition balance sheet of PRA and completed final valuation reports associated with certain assets acquired and liabilities assumed. In the period since the Merger Date, the Company recognized certain measurement period adjustments as shown in the table below: Measurement period adjustments (in thousands) Cash and cash equivalents $ — Accounts receivable and unbilled revenue — Other current assets 14,465 Fixed assets (6,137) Operating lease right-of-use assets (11,744) Goodwill 70,436 Intangible assets * 44,000 Deferred tax assets (147,039) Other assets (1,166) Accounts payable — Accrued expenses and other current liabilities (37,496) Current portion of operating lease liabilities 1,865 Unearned revenue ** 19,623 Non-current portion of operating lease liabilities 10,454 Non-current deferred tax liabilities 193,837 Other non-current liabilities (151,098) * In the nine months ended September 30, 2022, the Company incurred $2.2 million amortization which related to the year ended December 31, 2021 due to the timing of when the measurement period adjustment was identified. ** The unearned revenue measurement period adjustment also includes $16.0 million as a result of the early adoption of ASU 2021-08 'Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers' in Quarter 4 2021. Pro forma financial information The following pro forma financial information was derived from the historical financial statements of the Company and PRA and presents the combined results of operations as if the Merger had occurred on January 1, 2021. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the results that would have actually occurred had the Merger been completed on January 1, 2021. In addition, the pro forma financial information presented for the comparative period does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may result from the Merger, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of PRA. Nine Months Ended Nine Months Ended September 30, 2022 September 30, 2021 (in thousands, except per share data) Revenue $ 5,779,384 $ 5,580,879 Net income (loss) $ 387,859 $ 231,442 The pro forma financial information presented above for the nine months ended September 30, 2021 reflect certain pro forma adjustments to the financial performance of the Company had the Merger date been completed on January 1, 2021. The pro forma adjustments primarily relate to the amortization of acquired intangible assets, interest expense, amortization of deferred financing costs related to the new financing arrangements, transaction costs, share-based compensation expense related to the acceleration of share-based compensation awards and replacement share-based awards, and financing fees. The pro forma adjustments were tax effected using the tax rate relevant in the appropriate jurisdiction. The results presented above for the nine months ended September 30, 2022 are as reported in the Condensed Consolidated Statement of Operations. |
Fair value measurements
Fair value measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurements The Company records certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs. The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable, unbilled services, contract assets, accounts payable, and unearned revenue approximate fair value due to the short maturities of these instruments. Recurring Fair Value Measurements The Company classifies its interests in investments in equity-long term having considered the nature of its investment, the extent of influence over operating and financial decisions and the availability of readily determinable fair values. The Company determined that the interests in funds at September 30, 2022 and December 31, 2021 meet the definition of equity securities without readily determinable fair values. The Company concluded that the interests held at September 30, 2022 and December 31, 2021 qualify for the Net Asset Value (NAV) practical expedient in ASC 820 'Fair value measurements and disclosures'. There was an increase in fair value of $3.5 million (December 31, 2021: $3.2 million) recognized in net income during the year bringing the carrying value of the subscriptions to $27.9 million at September 30, 2022 (December 31, 2021: $22.6 million). Non-recurring Fair Value Measurements |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In the nine months ended September 30, 2022, a restructuring charge of $32.9 million was recorded in the Condensed Consolidated Statement of Operations under a restructuring plan adopted following a review of operations. The restructuring plan reflected resource rationalization across the business to improve employee utilization and an office consolidation program to optimize the Company's office footprint. Nine Months Ended September 30, 2022 September 30, 2021 (in thousands) Restructuring charges $ 32,890 $ 6,162 Net charge $ 32,890 $ 6,162 At September 30, 2022, a total liability of $11.3 million was recorded on the Consolidated Balance Sheet relating to restructuring activities. The total liability included $4.0 million of facilities related liabilities of which $1.7 million is included within other liabilities and $2.3 million is included within non-current other liabilities. The remaining provision of $7.3 million relates to workforce reduction and is included within other liabilities. Nine Months Ended Year ended September 30, 2022 December 31, 2021 (in thousands) Opening provision $ 10,311 $ 4,676 Additional provisions 5,066 11,272 Utilization (4,087) (5,637) Ending provision $ 11,290 $ 10,311 |
Operating leases
Operating leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Operating leases | Operating leases Lease costs recorded under operating leases for the nine months ended September 30, 2022 and September 30, 2021 were as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) Operating lease costs $ 12,164 $ 18,905 $ 40,976 $ 34,243 Income from sub-leases (268) (312) (898) (743) Net operating lease costs $ 11,896 $ 18,593 $ 40,078 $ 33,500 Of the total cost of $40.1 million incurred in the nine months ended September 30, 2022 (September 30, 2021: $33.5 million), $38.1 million (September 30, 2021: $31.9 million) is recorded within selling, general and administration costs and $2.0 million (September 30, 2021: $1.6 million) is recorded within direct costs. During the nine months ended September 30, 2022 and September 30, 2021, costs incurred by the Group related to variable lease payments was de minimis. Right-of-use assets obtained during the three months ended September 30, 2022, excluding early termination options, now reasonably certain to be exercised of $Nil (September 30, 2021: $Nil), totaled $1.7 million (September 30, 2021: $1.1 million). Right-of-use assets obtained during the nine months ended September 30, 2022, excluding early termination options, now reasonably certain to be exercised of $Nil (September 30, 2021: $4.2 million), totaled $37.6 million (September 30, 2021: $4.9 million). The weighted average remaining lease term and weighted-average discount rate at September 30, 2022 were 6.77 years and 2.48%, respectively. Future minimum lease payments under non-cancelable leases as of September 30, 2022 were as follows: Minimum rental payments (in thousands) September 30, 2022 Year 1 $ 45,854 Year 2 33,861 Year 3 23,134 Year 4 18,684 Year 5 15,497 Thereafter 45,708 Total future minimum lease payments 182,738 Lease imputed interest (14,030) Total $ 168,708 other liabilities |
Bank credit lines and loan faci
Bank credit lines and loan facilities | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Bank credit lines and loan facilities | Bank credit lines and loan facilities The Company had the following debt outstanding as of September 30, 2022 and December 31, 2021: Principal amount Interest rate as of Interest rate as of September 30, December 31, (in thousands) September 30, 2022 December 31, 2021 2022 2021 Maturity Date Credit Facilities: Senior Secured Term Loan 5.938 % 2.750 % $ 4,401,213 $ 5,001,213 July 2028 Senior Secured Notes 2.875 % 2.875 % 500,000 500,000 July 2026 Total debt 4,901,213 5,501,213 Less current portion of long-term debt and debt issuance costs (55,150) (55,150) Total long-term debt 4,846,063 5,446,063 Less long-term portion of debt issuance costs and debt discount (51,207) (64,901) Total long-term debt, net $ 4,794,856 $ 5,381,162 The Company paid a $27.6 million debt discount in connection with the Senior Secured Credit Facility and Senior Secured Notes on July 1, 2021. As of September 30, 2022, the contractual maturities of the Company's debt obligations were as follows: Current maturities of long-term debt: (in thousands) 2022 (remaining) $ 13,788 2023 55,150 2024 55,150 2025 55,150 2026 and thereafter 4,721,975 Total $ 4,901,213 The Company's primary financing arrangements are its senior secured credit facilities (the "Senior Secured Credit Facilities"), which consists of a senior secured term loan and a revolving credit facility, and the senior secured notes (the "Senior Secured Notes"). Senior Secured Credit Facilities In conjunction with the completion of the Merger agreement, on July 1, 2021, ICON entered into a credit agreement providing for a senior secured term loan facility of $5,515 million and a senior secured revolving loan facility in an initial aggregate principal amount of $300 million (the "Senior Secured Credit Facilities"). Borrowings under the senior secured term loan facility amortize in equal quarterly installments in an amount equal to 1.00% per annum of the principal amount, with the remaining balance due at final maturity. The interest rate margin applicable to borrowings under the senior secured term loan facility is LIBOR plus an applicable margin of 2.50%, in each case, with a step down of 0.25% if the first lien net leverage ratio is equal to or less than 4.00 to 1.00. On November 10, 2021, the Company achieved a net leverage ratio of less than 4 times and the margin applicable to the senior secured term loan was reduced by 0.25%. The senior secured term loan facility is subject to a LIBOR floor of 0.50%. The interest rate margin applicable to borrowings under the revolving loan facility will be, at the option of the borrower, either (i) the applicable base rate plus an applicable margin of 1.00%, 0.60% or 0.25% based on ICON’s current corporate family rating assigned by S&P of BB- (or lower), BB or BB+ (or higher), respectively, or (ii) LIBOR (or an alternative reference rate) plus an applicable margin of 2.00%, 1.60% or 1.25% based on ICON’s current corporate family rating assigned by S&P of BB- (or lower), BB or BB+ (or higher), respectively. In addition, lenders under the revolving loan facility are entitled to commitment fees as a percentage of the applicable margin at the time of drawing and utilization fees dependent on the proportion of the facility drawn. On April 11, 2022, $25 million of the senior secured revolving loan facility was drawn down at an interest rate of 1.75%, representing one month LIBOR plus a margin of 1.25%. This was repaid in full on May 9, 2022. At September 30, 2022 $300.0 million remained available for borrowing under the senior secured revolving loan facility. On October 11, 2022, $50 million of the senior secured revolving loan facility was drawn down at an interest rate of 4.56%, representing 1 month LIBOR plus a margin of 1.25%. The Borrowers’ (as defined in the credit agreement) obligations under the Senior Secured Credit Facilities are guaranteed by ICON and the subsidiary guarantors. The Senior Secured Credit Facilities are secured by a lien on substantially all of ICON’s, the Borrowers’ and each of the subsidiary guarantor’s assets (subject to certain exceptions), and the Senior Secured Credit Facilities have a first-priority lien on such assets, which will rank pari passu with the lien securing the Senior Secured Notes (see below), subject to other permitted liens. Our long-term debt arrangements contain customary restrictive covenants and, as of September 30, 2022, we were in compliance with our restrictive covenants in all material respects. On September 30, 2022 the Company repaid $200.0 million of the senior secured term loan facility and made a quarterly interest payment of $53.6 million. This repayments resulted in an additional charge associated with previously capitalized fees of $1.9 million. On June 30, 2022 the Company repaid $100.0 million of the senior secured term loan facility and made a quarterly interest payment of $39.4 million. This repayments resulted in an additional charge associated with previously capitalized fees of $0.9 million. On March 31, 2022 the Company repaid $300.0 million of the senior secured term loan facility and made a quarterly interest payment of $35.1 million. This repayment resulted in an additional charge associated with previously capitalized fees of $3.2 million. On December 29, 2021, the Company repaid $500.0 million of the senior secured term loan facility and made a quarterly interest payment of $40.8 million. These repayments resulted in an additional charge associated with previously capitalized fees of $5.6 million. The Company is permitted to make repayments on the senior secured term loan without penalty. Senior Secured Notes In addition to the Senior Secured Credit Facilities, on July 1, 2021, a subsidiary of the Company issued $500 million in aggregate principal amount of 2.875% senior secured notes due 2026 (the "Senior Secured Notes") in a private offering (the “Offering”). The Senior Secured Notes will mature on July 15, 2026. Fair Value of Debt The estimated fair value of the Company’s debt was $4,751.7 million at September 30, 2022. The fair values of the Senior Secured Credit Facilities and Senior Secured Notes were determined based on Level 2 inputs, which are based on rates at which the debt is traded among financial institutions. |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes Income taxes recognized during the nine months ended September 30, 2022 and September 30, 2021, comprise: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) Provision for income taxes $ 21,012 $ (3,563) $ 48,552 $ 26,718 As at September 30, 2022 the Company maintains a $223.8 million liability (December 31, 2021: $217.6 million) for unrecognized tax benefit, which is comprised of $201.7 million (December 31, 2021: $202.1 million) related to items generating unrecognized tax benefits and $22.1 million (December 31, 2021: $15.5 million) for interest and penalties related 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 audit by the major tax jurisdictions where the Company does business are the 2016 through 2021 tax years. During such audits, local tax authorities may challenge the positions taken by us in our tax returns. |
Net income_(loss) per ordinary
Net income/(loss) per ordinary share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net income/(loss) per ordinary share | Net income/(loss) per ordinary share Basic net income/(loss) per ordinary share attributable to the Group has been computed by dividing net income/(loss) available to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net income/(loss) 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/(loss) 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/(loss) used for basic and diluted net income/(loss) per ordinary share. The reconciliation of the number of shares used in the computation of basic and diluted net income/(loss) per ordinary share is as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Weighted average number of ordinary shares outstanding for basic net income/(loss) per ordinary share 81,582,375 80,771,397 81,481,686 62,264,851 Effect of dilutive share options and other awards outstanding under share based compensation programs 910,836 — 991,835 831,006 Weighted average number of ordinary shares outstanding for diluted net income/(loss) per ordinary share 82,493,211 80,771,397 82,473,521 63,095,857 Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Net income/(loss) per Ordinary Share attributable to the Group: Basic $ 1.96 $ (1.17) $ 4.76 $ 1.23 Diluted $ 1.94 $ (1.17) $ 4.70 $ 1.22 |
Share-based awards
Share-based awards | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based awards | Share-based awards Share Options The following table summarizes option activity for the nine months ended September 30, 2022: Options Weighted Weighted Outstanding at December 31, 2021 1,695,460 $ 104.79 5.39 Granted 108,643 $ 229.94 Exercised (276,901) $ 104.70 Canceled/expired (56,143) $ 141.35 Outstanding at September 30, 2022 1,471,059 $ 119.10 4.85 Exercisable at September 30, 2022 1,100,950 $ 101.29 4.31 The Company issues ordinary shares for all options exercised. The total amount of fully vested share options which remained outstanding at September 30, 2022 was 1,100,950. Fully vested share options at September 30, 2022 have an average remaining contractual term of 4.31 years and an average exercise price of $101.29. Fair value of Stock Options Assumptions The weighted average fair value of options granted during the nine months ended September 30, 2022 and September 30, 2021 was calculated using the Black-Scholes option pricing model. The weighted average grant date fair values and assumptions used were as follows: Nine Months Ended September 30, 2022 September 30, 2021 Weighted average grant date fair value $ 68.40 $ 49.15 Assumptions: Expected volatility 31 % 30 % Dividend yield — % — % Risk-free interest rate 1.85 % 0.78 % 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 April 30 2019, the Company approved the 2019 Consultants and Directors Restricted Share Unit Plan (the “2019 Consultants RSU Plan”), which was effective as of May 16, 2019, pursuant to which the Compensation and Organization Committee of the Company’s Board of Directors may select any consultant, adviser or non-executive Director retained by the Company, or a Subsidiary to receive an award under the plan. 250,000 ordinary shares have been reserved for issuance under the 2019 Consultants RSU Plan. The awards are at par value and vest over a service period. Awards granted to non-executive directors during 2020, 2021 and 2022 vest in twelve months. 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, 2022: Outstanding at December 31, 2021 154,190 $ 160.23 572,785 $ 191.20 Granted 64,682 $ 214.25 291,043 $ 217.51 Shares vested (45,567) $ 140.18 (188,658) $ 174.17 Forfeited (14,542) $ 182.33 (68,261) $ 203.82 Outstanding at September 30, 2022 158,763 $ 189.13 606,909 $ 207.94 The fair value of PSUs vested for the nine months ended September 30, 2022 totaled $6.4 million (full year 2021: $5.1 million). The fair value of RSUs vested for the nine months ended September 30, 2022 totaled $32.9 million (full year 2021: $83.5 million). The PSUs vest based on service and specified EPS targets over the periods 2020 – 2022, 2021 - 2023 and 2022 - 2024. Depending on the amount of EPS from 2021 to 2024, up to an additional 79,381 PSUs may also be granted. Non-cash stock compensation expense Non-cash stock compensation expense for the nine months ended September 30, 2022 and September 30, 2021 has been allocated as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) Direct costs $ 6,285 $ 8,787 $ 17,117 $ 13,822 Selling, general and administrative 11,232 17,568 38,586 27,133 Transaction and integration-related expenses — 73,836 0 73,836 $ 17,517 $ 100,191 $ 55,703 $ 114,791 |
Share capital
Share capital | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Share capital | Share capital On July 1, 2021, the Company completed its Merger with PRA. In accordance with the terms of the Merger Agreement, the Company issued 27,372,427 shares of the Company’s ordinary share capital at par value in exchange for all outstanding PRA shares of common stock. 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. On February 18, 2022, the Company commenced a share buyback program which was fully complete at March 31, 2022. Under this buyback program, 420,530 ordinary shares were redeemed by the Company for total consideration of $100.0 million. 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. 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 other undenominated capital reserve as required under Irish Company Law. |
Business Segment and Geographic
Business Segment and Geographical Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Business Segment and Geographical Information | Business Segment and Geographical Information The Company is a clinical 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 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 determines and presents operating segments based on the information that is internally provided to the chief operating decision maker, the (‘CODM’) in accordance with ASC 280 'Segment Reporting' . The Company determined that the CODM was comprised of the Chief Executive Officer and the Chief Financial Officer. The Company operates as one reporting segment, which is the provision of outsourced development services on a global basis to the pharmaceutical, biotechnology and medical devices industries. Revenues are allocated to individual entities based on where the work is performed in accordance with the Company's global transfer pricing model. Revenues and income from operations in Ireland are a function of our global contracting model and the Group’s transfer pricing model. ICON Ireland (Ireland Segment) acts as the Group entrepreneur under the Company’s global transfer pricing model given its role in the development and management of the Group, its 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 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 integration of entities acquired through the Merger into this global network and global transfer pricing model remains ongoing. 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 revenues of the Group after deducting the cost plus revenues attributable to the activities performed outside Ireland. The integration of entities acquired through the Merger into the global transfer pricing model remains ongoing and these entities were not substantially part of the Group's cost plus arrangement in the period ended September 30, 2022. The geographical distribution of the Company’s segment measures as at September 30, 2022 and December 31, 2021 and for the nine months ended September 30, 2022 and September 30, 2021 is as follows: a) The distribution of revenue by geographical area was as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) Ireland $ 526,867 $ 358,026 $ 1,395,198 $ 1,029,877 Rest of Europe 397,538 471,110 1,281,996 710,043 U.S. 903,200 934,014 2,767,844 1,599,623 Rest of World 114,822 103,202 334,346 256,162 Total $ 1,942,427 $ 1,866,352 $ 5,779,384 $ 3,595,705 b) The distribution of income from operations by geographical area was as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) Ireland $ 93,640 $ 95,478 $ 159,059 $ 270,126 Rest of Europe 76,178 92,605 194,860 109,009 U.S. 63,356 (159,704) 177,145 (133,997) Rest of World 10,570 (23,271) 60,809 (11,144) Total $ 243,744 $ 5,108 $ 591,873 $ 233,994 c) The distribution of long-lived assets (property, plant and equipment and operating right-of-use assets), net, by geographical area was as follows: September 30, 2022 December 31, 2021 (in thousands) Ireland $ 127,577 $ 118,253 Rest of Europe 89,412 121,174 U.S. 197,650 239,828 Rest of World 37,885 55,312 Total $ 452,524 $ 534,567 |
Significant accounting polici_2
Significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Revenue recognition | Revenue recognition The Company earns revenues by providing a number of different services to its customers. These services, which are integral elements of the clinical development process, include clinical trials management, consulting, contract staffing, data services and laboratory services. These services, which are described in detail below, can be purchased collectively or individually as part of a clinical trial contract. There is not significant variability in how economic factors affect these services. Contracts range in duration from several months to several years. ASC 606 requires application of five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligation in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies the performance obligation(s), which have been applied to revenue recognized from each service described below. Clinical trial service revenue A clinical trial service is a single performance obligation satisfied over time, i.e. the full-service obligation in respect of a clinical trial (including those services performed by investigators and other parties) is considered a single performance obligation. Promises offered to the customer are not distinct within the context of the contract. 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 projects. The transaction price is determined by reference to the contract or change order value (total service revenue and pass-through/ reimbursable expenses) adjusted to reflect a realizable contract value. Revenue is recognized over time as the single performance obligation is satisfied. The progress towards completion for clinical service contracts is measured based on an input measure being total project costs incurred (inclusive of pass-through/ reimbursable expenses) at each reporting period as a percentage of forecasted total project costs. Laboratory services revenue Revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the products or services are transferred to the customer. Revenue for laboratory services is measured as the amount of consideration we expect to receive in exchange for transferring products or services. Where contracts with customers contain multiple performance obligations, the transaction price is allocated to each performance obligation based on the estimated relative selling price of the promised good or service. Service revenue is recognized over time as the services are delivered to the customer based on the extent of progress towards completion of the performance obligation. The determination of the methodology to measure progress requires judgment and is based on the nature of services provided. This requires an assessment of the transfer of value to the customer. The right to invoice measure of progress is generally related to rate per unit contracts, as the extent of progress towards completion is measured based on discrete service or time-based increments, such as samples tested or labor hours incurred. Revenue is recorded in the amount invoiced since that amount corresponds to the value of the Company's performance and the transfer of value to the customer. Contracting services revenue The Company has availed itself of the practical expedient which results in recognition of revenue on a right to invoice basis. Application of the practical expedient reflects the right to consideration from the customer in an amount that corresponds directly with the value to the customer of the performance completion to date. This reflects hours performed by contract staff. Consulting services revenue Our consulting services contracts represent a single performance obligation satisfied over time. The transaction price is determined by reference to contract or change order value. Revenue is recognized over time as the performance obligation is satisfied. The progress towards completion for consulting contracts is measured based on total project inputs (time) at each reporting period as a percentage of forecasted total project inputs. Data services revenue The Company provides data reports and analytics to customers based on agreed-upon specifications, including the timing of delivery, which is typically either weekly, monthly, or quarterly. If a customer requests more than one type of data report or series of data reports within a contract, each distinct type of data report is a separate performance obligation. The contracts provide for the Company to be compensated for the value of each deliverable. The transaction price is determined using list prices, discount agreements, if any, and negotiations with the customers, and generally includes any out-of-pocket expenses. Typically, the Company bills in advance of services being provided with the amount being recorded as unearned revenue. When multiple performance obligations exist, the transaction price is allocated to performance obligations on a relative standalone selling price basis. In cases where the Company contracts to provide a series of data reports, or in some cases data, the Company recognizes revenue over time using the “units delivered” output method as the data or reports are delivered. Expense reimbursements are recorded to revenue as the expenses are incurred as they relate directly to the services performed. Certain arrangements include upfront customization or consultative services for customers. These arrangements often include payments based on the achievement of certain contractual milestones. Under these arrangements, the Company contracts with a customer to carry out a specific study, ultimately resulting in delivery of a custom report or data product. These arrangements are a single performance obligation given the integrated nature of the service being provided. The Company typically recognizes revenue under these contracts over time, using an output-based measure, generally time elapsed, to measure progress and transfer of control of the performance obligation to the customer. Expense reimbursements are recorded to revenue as the expenses are incurred as they relate directly to the service performed. The Company enters into contracts with some of its larger data suppliers that involve non-monetary terms. The Company issues purchase credits to be used toward the data supplier's purchase of the Company's services based on the fair value of the data obtained. In exchange, the Company receives monetary discounts on the data received from the data suppliers. The fair value of the revenue earned from the customer purchases is recognized as services are delivered as described above. At the end of the contract year, any unused customer purchase credits may be forfeited or carried over to the next contract year based on the terms of the data supplier contract. Commissions Incremental costs of obtaining a contract are recognized as an asset on the Consolidated Balance Sheet in respect of those contracts that exceed one year. Where commission costs relate to contracts that are less than one year, the practical expedient is applied as the amortization period of the asset which would arise on deferral would be one year or less. |
Business Combinations | Business Combinations The cost of a business combination is measured as the aggregate of the fair values at the date of exchange of assets given, liabilities incurred or assumed and equity instruments issued in exchange for control. Where a business combination agreement provides for an adjustment to the cost of the acquisition which is contingent upon future events, the amount of the estimated adjustment is recognized at the acquisition date at the fair value of the contingent consideration. Any changes to this estimate outside the measurement period will depend on the classification of the contingent consideration. If the contingent consideration is classified as equity it shall not be re-measured and the settlement shall be accounted for within equity. If the contingent consideration is classified as a liability any adjustments will be accounted for through the Consolidated Statement of Operations or Other Comprehensive Income depending on whether the liability is considered a financial instrument. The assets, liabilities and contingent liabilities of businesses acquired are measured at their fair values at the date of acquisition. In the case of a business combination which is completed in stages, the fair values of the identifiable assets, liabilities and contingent liabilities are determined at the date of each exchange transaction. When the initial accounting for a business combination is determined provisionally, any subsequent adjustments to the provisional values allocated to the identifiable assets, liabilities and contingent liabilities are made within twelve months of the acquisition date and presented as adjustments to goodwill in the reporting period in which the adjustments are determined. |
Intangible Assets | Intangible Assets Intangible assets are amortized on a straight line basis over their estimated useful life. The carrying values of intangible assets are reviewed for recoverability to determine if the facts and circumstances suggest that a potential impairment may have occurred. If this review indicates that carrying values will not be recoverable the Company will record an impairment charge to reduce carrying values to estimated fair value. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Revenue disaggregated by customer concentration is as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) Clients 1-5 539,907 525,806 1,595,007 1,242,446 Clients 6-10 270,073 283,003 831,660 472,788 Clients 11-25 405,171 398,816 1,100,118 704,312 Other 727,276 658,727 2,252,599 1,176,159 Total $ 1,942,427 $ 1,866,352 $ 5,779,384 $ 3,595,705 There was no revenue from individual customers greater than 10% of consolidated revenue in the respective periods. |
Accounts receivable, unbilled_2
Accounts receivable, unbilled revenue (contract assets) and unearned revenue or payments on account (contract liabilities) (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of accounts receivables and unbilled revenue, and unbilled services and unearned revenue | Accounts receivables and unbilled revenue are as follows: September 30, 2022 December 31, 2021 (in thousands) Contract assets: Billed services (accounts receivable) $ 1,458,753 $ 1,349,851 Unbilled services (unbilled revenue) 894,291 623,121 Accounts receivable and unbilled revenue, gross 2,353,044 1,972,972 Allowance for credit losses (23,743) (7,081) Accounts receivable and unbilled revenue, net $ 2,329,301 $ 1,965,891 Unbilled services and unearned revenue or payments on account (contract assets and liabilities) were as follows: (in thousands, except percentages) September 30, 2022 December 31, 2021 $ Change % Change Unbilled services (unbilled revenue) $ 894,291 $ 623,121 $ 271,170 43.5 % Unearned revenue (payments on account) (1,395,160) (1,323,961) (71,199) 5.4 % Net balance $ (500,869) $ (700,840) $ 199,971 (28.5) % |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Nine Months Ended Year Ended September 30, 2022 December 31, 2021 (in thousands) Opening balance $ 9,037,931 $ 936,257 Current period acquisitions (Note 7) — 8,120,006 Prior period acquisitions (Note 7) (35,692) — Foreign exchange movement (59,714) (18,332) Closing balance $ 8,942,525 $ 9,037,931 |
Intangible assets (Tables)
Intangible assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net consisted of the following: Nine Months Ended Year Ended September 30, 2022 December 31, 2021 Cost (in thousands) Customer relationships $ 4,072,988 $ 4,056,642 Order backlog 535,557 528,022 Trade names & brands 204,536 204,685 Patient database 170,049 170,525 Technology assets 120,283 121,507 Total cost 5,103,413 5,081,381 Accumulated amortization (711,714) (370,538) Net book value $ 4,391,699 $ 4,710,843 |
Business combinations (Tables)
Business combinations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of PRA Health Sciences Inc Acquisition Consideration | The Merger Date fair value of the consideration transferred consisted of the following: (in thousands) Fair value of cash consideration $ 5,308,646 Fair value of ordinary shares issued to acquiree stockholders 5,658,126 Fair value of replacement share-based awards issued to acquiree employees 209,399 Repayment of term loan obligations and accrued interest * 865,800 $ 12,041,971 * This represents the portion of PRA debt paid by ICON. PRA also paid $401.6 million from available cash to settle debt obligations that existed at the Merger Date. |
Schedule of PRA Health Sciences Inc Acquisition | The following table summarizes the allocation of the consideration transferred based on the Merger Date fair values of assets acquired and liabilities assumed, with the excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill: July 1 2021 (in thousands) Cash and cash equivalents $ 259,971 Accounts receivable and unbilled revenue 934,308 Other current assets 125,156 Fixed assets 156,851 Operating lease right-of-use assets 180,601 Goodwill * 8,084,314 Intangible assets 4,919,000 Deferred tax assets 25,190 Other assets 33,928 Accounts payable (50,259) Accrued expenses and other current liabilities (380,048) Current portion of operating lease liabilities (36,506) Unearned revenue (739,278) Non-current portion of operating lease liabilities (147,204) Non-current deferred tax liabilities (1,119,762) Other non-current liabilities (204,291) Net assets acquired $ 12,041,971 |
Schedule of Fair Value of Intangible Assets PRA Health Sciences Inc Acquisition | The following table summarizes the fair value of identified intangible assets and their respective useful lives as of the Merger Date (in thousands, except for estimated useful lives): Estimated Fair Value Estimated Useful Life Customer relationship 3,938,000 23 years Order backlog 500,000 3 years Trade names 202,000 3 years Patient database 168,000 7 years Technology 111,000 5 years 4,919,000 |
Schedule of Measurement period adjustments of PRA Health Sciences Inc Acquisition | In the period since the Merger Date, the Company recognized certain measurement period adjustments as shown in the table below: Measurement period adjustments (in thousands) Cash and cash equivalents $ — Accounts receivable and unbilled revenue — Other current assets 14,465 Fixed assets (6,137) Operating lease right-of-use assets (11,744) Goodwill 70,436 Intangible assets * 44,000 Deferred tax assets (147,039) Other assets (1,166) Accounts payable — Accrued expenses and other current liabilities (37,496) Current portion of operating lease liabilities 1,865 Unearned revenue ** 19,623 Non-current portion of operating lease liabilities 10,454 Non-current deferred tax liabilities 193,837 Other non-current liabilities (151,098) * In the nine months ended September 30, 2022, the Company incurred $2.2 million amortization which related to the year ended December 31, 2021 due to the timing of when the measurement period adjustment was identified. ** The unearned revenue measurement period adjustment also includes $16.0 million as a result of the early adoption of ASU 2021-08 'Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers' in Quarter 4 2021. |
Schedule of Proforma Information of PRA Health Sciences Inc Acquisition | Nine Months Ended Nine Months Ended September 30, 2022 September 30, 2021 (in thousands, except per share data) Revenue $ 5,779,384 $ 5,580,879 Net income (loss) $ 387,859 $ 231,442 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Charges | Nine Months Ended September 30, 2022 September 30, 2021 (in thousands) Restructuring charges $ 32,890 $ 6,162 Net charge $ 32,890 $ 6,162 |
Summary of details of movement in restructuring charges | Nine Months Ended Year ended September 30, 2022 December 31, 2021 (in thousands) Opening provision $ 10,311 $ 4,676 Additional provisions 5,066 11,272 Utilization (4,087) (5,637) Ending provision $ 11,290 $ 10,311 |
Operating leases (Tables)
Operating leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Lease Costs | Lease costs recorded under operating leases for the nine months ended September 30, 2022 and September 30, 2021 were as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) Operating lease costs $ 12,164 $ 18,905 $ 40,976 $ 34,243 Income from sub-leases (268) (312) (898) (743) Net operating lease costs $ 11,896 $ 18,593 $ 40,078 $ 33,500 |
Schedule of Operating Lease Maturity | Future minimum lease payments under non-cancelable leases as of September 30, 2022 were as follows: Minimum rental payments (in thousands) September 30, 2022 Year 1 $ 45,854 Year 2 33,861 Year 3 23,134 Year 4 18,684 Year 5 15,497 Thereafter 45,708 Total future minimum lease payments 182,738 Lease imputed interest (14,030) Total $ 168,708 |
Bank credit lines and loan fa_2
Bank credit lines and loan facilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | The Company had the following debt outstanding as of September 30, 2022 and December 31, 2021: Principal amount Interest rate as of Interest rate as of September 30, December 31, (in thousands) September 30, 2022 December 31, 2021 2022 2021 Maturity Date Credit Facilities: Senior Secured Term Loan 5.938 % 2.750 % $ 4,401,213 $ 5,001,213 July 2028 Senior Secured Notes 2.875 % 2.875 % 500,000 500,000 July 2026 Total debt 4,901,213 5,501,213 Less current portion of long-term debt and debt issuance costs (55,150) (55,150) Total long-term debt 4,846,063 5,446,063 Less long-term portion of debt issuance costs and debt discount (51,207) (64,901) Total long-term debt, net $ 4,794,856 $ 5,381,162 |
Schedule of Contractual Maturities of Debt | As of September 30, 2022, the contractual maturities of the Company's debt obligations were as follows: Current maturities of long-term debt: (in thousands) 2022 (remaining) $ 13,788 2023 55,150 2024 55,150 2025 55,150 2026 and thereafter 4,721,975 Total $ 4,901,213 |
Income taxes (Tables)
Income taxes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | Income taxes recognized during the nine months ended September 30, 2022 and September 30, 2021, comprise: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) Provision for income taxes $ 21,012 $ (3,563) $ 48,552 $ 26,718 |
Net income_(loss) per ordinar_2
Net income/(loss) per ordinary share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of 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/(loss) per ordinary share is as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Weighted average number of ordinary shares outstanding for basic net income/(loss) per ordinary share 81,582,375 80,771,397 81,481,686 62,264,851 Effect of dilutive share options and other awards outstanding under share based compensation programs 910,836 — 991,835 831,006 Weighted average number of ordinary shares outstanding for diluted net income/(loss) per ordinary share 82,493,211 80,771,397 82,473,521 63,095,857 Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Net income/(loss) per Ordinary Share attributable to the Group: Basic $ 1.96 $ (1.17) $ 4.76 $ 1.23 Diluted $ 1.94 $ (1.17) $ 4.70 $ 1.22 |
Share-based awards (Tables)
Share-based awards (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of stock option activity | The following table summarizes option activity for the nine months ended September 30, 2022: Options Weighted Weighted Outstanding at December 31, 2021 1,695,460 $ 104.79 5.39 Granted 108,643 $ 229.94 Exercised (276,901) $ 104.70 Canceled/expired (56,143) $ 141.35 Outstanding at September 30, 2022 1,471,059 $ 119.10 4.85 Exercisable at September 30, 2022 1,100,950 $ 101.29 4.31 |
Schedule of weighted average fair values and assumptions used | The weighted average grant date fair values and assumptions used were as follows: Nine Months Ended September 30, 2022 September 30, 2021 Weighted average grant date fair value $ 68.40 $ 49.15 Assumptions: Expected volatility 31 % 30 % Dividend yield — % — % Risk-free interest rate 1.85 % 0.78 % Expected life 5 years 5 years |
Summary of RSU and PSU activity | The following table summarizes RSU and PSU activity for the nine months ended September 30, 2022: Outstanding at December 31, 2021 154,190 $ 160.23 572,785 $ 191.20 Granted 64,682 $ 214.25 291,043 $ 217.51 Shares vested (45,567) $ 140.18 (188,658) $ 174.17 Forfeited (14,542) $ 182.33 (68,261) $ 203.82 Outstanding at September 30, 2022 158,763 $ 189.13 606,909 $ 207.94 |
Schedule of non-cash stock compensation expense | Non-cash stock compensation expense for the nine months ended September 30, 2022 and September 30, 2021 has been allocated as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) Direct costs $ 6,285 $ 8,787 $ 17,117 $ 13,822 Selling, general and administrative 11,232 17,568 38,586 27,133 Transaction and integration-related expenses — 73,836 0 73,836 $ 17,517 $ 100,191 $ 55,703 $ 114,791 |
Business Segment and Geograph_2
Business Segment and Geographical Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Distribution of Revenue by Geographical Area | The distribution of revenue by geographical area was as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) Ireland $ 526,867 $ 358,026 $ 1,395,198 $ 1,029,877 Rest of Europe 397,538 471,110 1,281,996 710,043 U.S. 903,200 934,014 2,767,844 1,599,623 Rest of World 114,822 103,202 334,346 256,162 Total $ 1,942,427 $ 1,866,352 $ 5,779,384 $ 3,595,705 |
Schedule of Distribution of Income from Operations by Geographical Area | The distribution of income from operations by geographical area was as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (in thousands) (in thousands) Ireland $ 93,640 $ 95,478 $ 159,059 $ 270,126 Rest of Europe 76,178 92,605 194,860 109,009 U.S. 63,356 (159,704) 177,145 (133,997) Rest of World 10,570 (23,271) 60,809 (11,144) Total $ 243,744 $ 5,108 $ 591,873 $ 233,994 |
Schedule of Distribution of Depreciation and Amortization by Geographical Area | The distribution of long-lived assets (property, plant and equipment and operating right-of-use assets), net, by geographical area was as follows: September 30, 2022 December 31, 2021 (in thousands) Ireland $ 127,577 $ 118,253 Rest of Europe 89,412 121,174 U.S. 197,650 239,828 Rest of World 37,885 55,312 Total $ 452,524 $ 534,567 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,942,427 | $ 1,866,352 | $ 5,779,384 | $ 3,595,705 |
Clients 1-5 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 539,907 | 525,806 | 1,595,007 | 1,242,446 |
Clients 6-10 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 270,073 | 283,003 | 831,660 | 472,788 |
Clients 11-25 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 405,171 | 398,816 | 1,100,118 | 704,312 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 727,276 | $ 658,727 | $ 2,252,599 | $ 1,176,159 |
Accounts receivable, unbilled_3
Accounts receivable, unbilled revenue (contract assets) and unearned revenue or payments on account (contract liabilities) - Schedule of Accounts Receivables and Unbilled Revenue (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Contract Assets [Abstract] | ||
Billed services (accounts receivable) | $ 1,458,753 | $ 1,349,851 |
Unbilled services (unbilled revenue) | 894,291 | 623,121 |
Accounts receivable and unbilled revenue, gross | 2,353,044 | 1,972,972 |
Allowance for credit losses | (23,743) | (7,081) |
Accounts receivable and unbilled revenue, net | $ 2,329,301 | $ 1,965,891 |
Accounts receivable, unbilled_4
Accounts receivable, unbilled revenue (contract assets) and unearned revenue or payments on account (contract liabilities) - Schedule of Unbilled Services and Unearned Revenue or Payments on Account (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Unbilled services (unbilled revenue) | $ 894,291 | $ 623,121 |
Change in unbilled services (unbilled revenue) | $ 271,170 | |
Percentage change in unbilled services (unbilled revenue) | 43.50% | |
Unearned revenue (payments on account) | $ (1,395,160) | (1,323,961) |
Change in unearned revenue (payments on account) | $ (71,199) | |
Percentage change in unearned revenue (payments on account) | 5.40% | |
Net balance | $ (500,869) | $ (700,840) |
Change in net balance | $ 199,971 | |
Percentage change in net balance | (28.50%) |
Accounts receivable, unbilled_5
Accounts receivable, unbilled revenue (contract assets) and unearned revenue or payments on account (contract liabilities) - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Increase in unbilled services (unbilled revenue) | $ 271,170 | |
Decrease in unearned revenue (payments on account) | (71,199) | |
Increase in net balance | 199,971 | |
Revenue, remaining performance obligation | $ 13,500,000 | $ 13,000,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation percentage | 49% | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Opening balance | $ 9,037,931 | $ 936,257 |
Current period acquisitions (Note 7) | 0 | 8,120,006 |
Prior period acquisitions (Note 7) | (35,692) | 0 |
Foreign exchange movement | (59,714) | (18,332) |
Closing balance | $ 8,942,525 | $ 9,037,931 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Accumulated impairment loss | $ 0 | $ 0 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Total cost | $ 5,103,413 | $ 5,081,381 |
Accumulated amortization | (711,714) | (370,538) |
Net book value | 4,391,699 | 4,710,843 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total cost | 4,072,988 | 4,056,642 |
Order backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total cost | 535,557 | 528,022 |
Trade names & brands | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total cost | 204,536 | 204,685 |
Patient database | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total cost | 170,049 | 170,525 |
Technology assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total cost | $ 120,283 | $ 121,507 |
Business combinations - Narrati
Business combinations - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jul. 01, 2021 Employee $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||
Entity number of employees | Employee | 38,000 | ||||
Acquisition-related costs | $ 8,001 | $ 149,791 | $ 28,970 | $ 182,309 | |
PRA Health Sciences, Inc | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, share price (in USD per share) | $ / shares | $ 80 | ||||
Business acquisition, number of shares issued (in shares) | shares | 0.4125 | ||||
Integration-related costs | $ 29,000 |
Business combinations - Schedul
Business combinations - Schedule of Fair Value of PRA Health Sciences Inc Acquisition Consideration (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Jul. 01, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||
Fair value of cash consideration | $ 0 | $ 5,914,475 | |
PRA Health Sciences, Inc | |||
Business Acquisition [Line Items] | |||
Fair value of cash consideration | $ 5,308,646 | ||
Fair value of ordinary shares issued to acquiree stockholders | 5,658,126 | ||
Fair value of replacement share-based awards issued to acquiree employees | 209,399 | ||
Repayment of term loan obligations and accrued interest | 865,800 | ||
Total consideration transferred | 12,041,971 | ||
Payments to settle debt obligations that existed prior to acquisition date | $ 401,600 |
Business combinations - Sched_2
Business combinations - Schedule of PRA Health Sciences Inc Acquisition (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Jul. 01, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 8,942,525,000 | $ 9,037,931,000 | $ 936,257,000 | |
PRA Health Sciences, Inc | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 259,971,000 | |||
Accounts receivable and unbilled revenue | 934,308,000 | |||
Other current assets | 125,156,000 | |||
Fixed assets | 156,851,000 | |||
Operating lease right-of-use assets | 180,601,000 | |||
Goodwill | 8,084,314,000 | |||
Intangible assets | 4,919,000,000 | |||
Deferred tax assets | 25,190,000 | |||
Other assets | 33,928,000 | |||
Accounts payable | (50,259,000) | |||
Accrued expenses and other current liabilities | (380,048,000) | |||
Current portion of operating lease liabilities | (36,506,000) | |||
Unearned revenue | (739,278,000) | |||
Non-current portion of operating lease liabilities | (147,204,000) | |||
Non-current deferred tax liabilities | (1,119,762,000) | |||
Other non-current liabilities | (204,291,000) | |||
Net assets acquired | 12,041,971,000 | |||
Goodwill expected to be tax deductible | $ 0 |
Business combinations - Sched_3
Business combinations - Schedule of Fair Value of Intangible Assets PRA Health Sciences Inc Acquisition (Details) - PRA Health Sciences, Inc $ in Thousands | Jul. 01, 2021 USD ($) |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 4,919,000 |
Customer relationships | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 3,938,000 |
Estimated Useful Life | 23 years |
Order backlog | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 500,000 |
Estimated Useful Life | 3 years |
Trade names | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 202,000 |
Estimated Useful Life | 3 years |
Patient database | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 168,000 |
Estimated Useful Life | 7 years |
Technology | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 111,000 |
Estimated Useful Life | 5 years |
Schedule of Measurement Period
Schedule of Measurement Period Adjustments of PRA Health Sciences Inc Acquisition (Details) - PRA Health Sciences, Inc - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Cash and cash equivalents | $ 0 | |
Accounts receivable and unbilled revenue | 0 | |
Other current assets | 14,465 | |
Fixed assets | (6,137) | |
Operating lease right-of-use assets | (11,744) | |
Goodwill | 70,436 | |
Intangible assets | 44,000 | |
Deferred tax assets | (147,039) | |
Other assets | (1,166) | |
Accounts payable | 0 | |
Accrued expenses and other current liabilities | (37,496) | |
Current portion of operating lease liabilities | 1,865 | |
Unearned Revenue | 19,623 | |
Non-current portion of operating lease liabilities | 10,454 | |
Non-current deferred tax liabilities | 193,837 | |
Other non-current liabilities | $ (151,098) | |
Amortization adjustment | $ 2,200 | |
Accounting Standards Update 2021-08 | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Unearned Revenue | $ 16,000 |
Business combinations - Sched_4
Business combinations - Schedule of Proforma Information of PRA Health Sciences Inc Acquisition (Details) - PRA Health Sciences, Inc - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||
Revenue | $ 5,779,384 | $ 5,580,879 |
Net income (loss) | $ 387,859 | $ 231,442 |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Increase (decrease) in equity securities, FV-NI | $ 3.5 | $ 3.2 |
Carrying value of long-term investments in equity | 27.9 | $ 22.6 |
Fair value, nonrecurring | Fair value, inputs, level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets at fair value | 13,334.2 | |
Goodwill at fair value | 8,942.5 | |
Net intangible assets at fair value | $ 4,391.7 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | $ 6,197 | $ 6,162 | $ 32,890 | $ 6,162 | ||
Provision balance | 11,290 | 11,290 | $ 10,311 | $ 4,676 | ||
Employee severance | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Provision balance | 7,300 | 7,300 | ||||
Other liability | Other liabilities | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Provision balance | 1,700 | 1,700 | ||||
Other liability | Non-current other liabilities | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Provision balance | 2,300 | 2,300 | ||||
Facility liability | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Provision balance | $ 4,000 | $ 4,000 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | ||||
Restructuring charges | $ 6,197 | $ 6,162 | $ 32,890 | $ 6,162 |
Restructuring - Summary of Deta
Restructuring - Summary of Details of Movement in Restructuring Charges (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Restructuring Reserve [Roll Forward] | ||
Opening provision | $ 10,311 | $ 4,676 |
Additional provisions | 5,066 | 11,272 |
Utilization | (4,087) | (5,637) |
Ending provision | $ 11,290 | $ 10,311 |
Operating leases - Schedule of
Operating leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease costs | $ 12,164 | $ 18,905 | $ 40,976 | $ 34,243 |
Income from sub-leases | (268) | (312) | (898) | (743) |
Net operating lease costs | $ 11,896 | $ 18,593 | $ 40,078 | $ 33,500 |
Operating leases - Narrative (D
Operating leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Total lease cost | $ 11,896 | $ 18,593 | $ 40,078 | $ 33,500 |
Early termination options reasonably certain to be exercised | 0 | 0 | 0 | 4,200 |
Right-of-use assets obtained in exchange for lease obligations | $ 1,700 | $ 1,100 | $ 37,600 | $ 4,900 |
Weighted average remaining lease term | 6 years 9 months 7 days | 6 years 9 months 7 days | ||
Weighted average discount rate | 2.48% | 2.48% | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities | Other Liabilities | Other Liabilities | Other Liabilities |
Other liabilities | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease liabilities | $ 42,200 | $ 61,900 | $ 42,200 | $ 61,900 |
Selling, general and administration costs | ||||
Lessee, Lease, Description [Line Items] | ||||
Total lease cost | 38,100 | 31,900 | ||
Direct costs | ||||
Lessee, Lease, Description [Line Items] | ||||
Total lease cost | $ 2,000 | $ 1,600 |
Operating leases - Schedule o_2
Operating leases - Schedule of Operating Lease Maturity (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
Year 1 | $ 45,854 |
Year 2 | 33,861 |
Year 3 | 23,134 |
Year 4 | 18,684 |
Year 5 | 15,497 |
Thereafter | 45,708 |
Total future minimum lease payments | 182,738 |
Lease imputed interest | (14,030) |
Total | $ 168,708 |
Bank credit lines and loan fa_3
Bank credit lines and loan facilities - Schedule of Outstanding Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Jul. 01, 2021 |
Debt Instrument [Line Items] | |||
Total debt | $ 4,901,213 | $ 5,501,213 | |
Less current portion of long-term debt and debt issuance costs | (55,150) | (55,150) | |
Total long-term debt | 4,846,063 | 5,446,063 | |
Less long-term portion of debt issuance costs and debt discount | (51,207) | (64,901) | |
Total long-term debt, net | $ 4,794,856 | $ 5,381,162 | |
Senior Secured Term Loan | Senior Secured Term Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 5.938% | 2.75% | 1% |
Total debt | $ 4,401,213 | $ 5,001,213 | |
Senior Secured Notes | Senior Secured Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 2.875% | 2.875% | 2.875% |
Total debt | $ 500,000 | $ 500,000 |
Bank credit lines and loan fa_4
Bank credit lines and loan facilities - Narrative (Details) $ in Thousands | 9 Months Ended | ||||||||||
Oct. 11, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Apr. 11, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 29, 2021 USD ($) | Nov. 10, 2021 | Jul. 01, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Long-term debt | $ 4,794,856 | $ 4,794,856 | $ 5,381,162 | ||||||||
Drawdown of bank credit lines and loan facilities | 25,000 | $ 5,905,100 | |||||||||
Long-term debt at fair value | $ 4,751,700 | $ 4,751,700 | |||||||||
Senior Secured Credit Facility and Senior Secured Notes | Senior Secured Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt discount paid | $ 27,600 | ||||||||||
Senior Secured Term Loan | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percent) | 2.50% | ||||||||||
Variable rate, step down percentage (in percent) | 0.25% | ||||||||||
First lien net leverage ratio | 4 | ||||||||||
Decrease in basis spread on variable rate | 0.25% | ||||||||||
Senior Secured Term Loan | London Interbank Offered Rate (LIBOR) | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
First lien net leverage ratio | 4 | ||||||||||
Senior Secured Term Loan | London Interbank Offered Rate (LIBOR) | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percent) | 0.50% | ||||||||||
First lien net leverage ratio | 1 | ||||||||||
Senior Secured Term Loan | Senior Secured Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, principal amount | $ 5,515,000 | ||||||||||
Debt instrument, interest rate | 5.938% | 1% | 5.938% | 2.75% | |||||||
Repayments of senior debt | $ 200,000 | $ 100,000 | $ 300,000 | $ 500,000 | |||||||
Interest paid | 53,600 | 39,400 | 35,100 | 40,800 | |||||||
Payments of debt restructuring costs | 1,900 | $ 900 | $ 3,200 | $ 5,600 | |||||||
Senior secured revolving loan facility | London Interbank Offered Rate (LIBOR) | Variable rate component two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percent) | 1.60% | ||||||||||
Senior secured revolving loan facility | London Interbank Offered Rate (LIBOR) | Maximum | Variable rate component two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percent) | 2% | ||||||||||
Senior secured revolving loan facility | London Interbank Offered Rate (LIBOR) | Minimum | Subsequent event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percent) | 1.25% | ||||||||||
Senior secured revolving loan facility | London Interbank Offered Rate (LIBOR) | Minimum | Variable rate component two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percent) | 1.25% | 1.25% | |||||||||
Senior secured revolving loan facility | Base rate | Variable rate component one | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percent) | 0.60% | ||||||||||
Senior secured revolving loan facility | Base rate | Maximum | Variable rate component one | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percent) | 1% | ||||||||||
Senior secured revolving loan facility | Base rate | Minimum | Variable rate component one | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in percent) | 0.25% | ||||||||||
Senior secured revolving loan facility | Senior Secured Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, interest rate | 1.75% | ||||||||||
Long-term debt | $ 25,000 | ||||||||||
Line of credit facility, remaining borrowing capacity | $ 300,000 | $ 300,000 | |||||||||
Senior secured revolving loan facility | Senior Secured Term Loan | Subsequent event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Drawdown of bank credit lines and loan facilities | $ 50,000 | ||||||||||
Line of credit facility, interest rate during period | 4.56% | ||||||||||
Senior secured revolving loan facility | Senior Secured Term Loan | London Interbank Offered Rate (LIBOR) | Subsequent event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, floating rate, duration | 1 month | ||||||||||
Senior secured revolving loan facility | Senior Secured Term Loan | London Interbank Offered Rate (LIBOR) | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, floating rate, duration | 1 month | ||||||||||
Senior secured revolving loan facility | Line of credit | Senior secured revolving loan facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, maximum borrowing capacity | $ 300,000 | ||||||||||
Senior Secured Notes | Senior Secured Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, principal amount | $ 500,000 | ||||||||||
Debt instrument, interest rate | 2.875% | 2.875% | 2.875% | 2.875% |
Bank credit lines and loan fa_5
Bank credit lines and loan facilities - Schedule of Contractual Maturities of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2022 (remaining) | $ 13,788 | |
2023 | 55,150 | |
2024 | 55,150 | |
2025 | 55,150 | |
2026 and thereafter | 4,721,975 | |
Total debt | $ 4,901,213 | $ 5,501,213 |
Income taxes - Schedule of Comp
Income taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 21,012 | $ (3,563) | $ 48,552 | $ 26,718 |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Liability for unrecognized tax benefit | $ 223.8 | $ 217.6 |
Items generating unrecognized tax benefits | 201.7 | 202.1 |
Interest and related penalties | $ 22.1 | $ 15.5 |
Net income_(loss) per ordinar_3
Net income/(loss) per ordinary share - Schedule of Reconciliation of Number of Shares Used in Computation of Basic and Diluted Net Income Per Ordinary Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Weighted average number of ordinary shares outstanding for basic net income per ordinary share (in shares) | 81,582,375 | 80,771,397 | 81,481,686 | 62,264,851 |
Effect of dilutive share options and other awards outstanding under share based compensation programs (in shares) | 910,836 | 0 | 991,835 | 831,006 |
Weighted average number of ordinary shares outstanding for diluted net income per ordinary share (in shares) | 82,493,211 | 80,771,397 | 82,473,521 | 63,095,857 |
Net income_(loss) per ordinar_4
Net income/(loss) per ordinary share - Schedule of Reconciliation of Net Income Attributable to the Group (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net income/(loss) per Ordinary Share attributable to the Group: | ||||
Basic (in USD per share) | $ 1.96 | $ (1.17) | $ 4.76 | $ 1.23 |
Diluted (in USD per share) | $ 1.94 | $ (1.17) | $ 4.70 | $ 1.22 |
Share-based awards - Summary of
Share-based awards - Summary of Stock Option Activity (Details) - Employee Stock Option | 9 Months Ended | ||
Sep. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Sep. 30, 2022 $ / shares shares | |
Options Outstanding Number of Shares | |||
Outstanding at beginning of period (in shares) | shares | 1,695,460 | ||
Granted (in shares) | shares | 108,643 | ||
Exercised (in shares) | shares | (276,901) | ||
Canceled/expired (in shares) | shares | (56,143) | ||
Outstanding at end of period (in shares) | shares | 1,471,059 | 1,695,460 | 1,471,059 |
Exercisable at end of period (in shares) | shares | 1,100,950 | 1,100,950 | |
Weighted Average Exercise Price | |||
Outstanding at beginning of period (in USD per share) | $ / shares | $ 104.79 | ||
Granted (in USD per share) | $ / shares | 229.94 | ||
Exercised (in USD per share) | $ / shares | 104.70 | ||
Canceled/expired (in USD per share) | $ / shares | 141.35 | ||
Outstanding at end of period (in USD per share) | $ / shares | $ 119.10 | $ 104.79 | 119.10 |
Exercisable at end of period (in USD per share) | $ / shares | $ 101.29 | $ 101.29 | |
Weighted Average Remaining Contractual Life | |||
Weighted average contractual term of options outstanding | 4 years 10 months 6 days | 5 years 4 months 20 days | |
Weighted average contractual term of options exercisable | 4 years 3 months 21 days |
Share-based awards - Narrative
Share-based awards - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | 41 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | May 16, 2019 | |
Employee Stock Option | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Number of shares exercisable (in shares) | 1,100,950 | 1,100,950 | 1,100,950 | ||
Weighted average contractual term of options exercisable | 4 years 3 months 21 days | ||||
Weighted average exercise price of options exercisble (USD per share) | $ 101.29 | $ 101.29 | $ 101.29 | ||
Consultants Restricted Stock Units 2019 | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Ordinary shares which have been reserved for issuance (in shares) | 250,000 | ||||
Consultants Restricted Stock Units 2019 | Non-executive directors | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Shares vesting period | 12 months | ||||
Performance Share Unit (PSUs) | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Fair value of stock units vested | $ 6.4 | $ 5.1 | |||
Restricted Stock Units (RSUs) | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Fair value of stock units vested | $ 32.9 | $ 83.5 | |||
PSUs based on service and EPS targets | Maximum | |||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||
Stock units to be granted (in shares) | 79,381 | 79,381 | 79,381 |
Share-based awards - Schedule o
Share-based awards - Schedule of Weighted Average Fair Values and Assumptions Used (Details) - Employee Stock Option - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value | $ 68.40 | $ 49.15 |
Assumptions: | ||
Expected volatility | 31% | 30% |
Dividend yield | 0% | 0% |
Risk-free interest rate | 1.85% | 0.78% |
Expected life | 5 years | 5 years |
Share-based awards - Summary _2
Share-based awards - Summary of RSU and PSU Activity (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Performance Share Unit (PSUs) | |
Outstanding Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 154,190 |
Granted (in shares) | shares | 64,682 |
Shares vested (in shares) | shares | (45,567) |
Forfeited (in shares) | shares | (14,542) |
Outstanding at end of period (in shares) | shares | 158,763 |
Weighted Average Grant Date Fair Value | |
Outstanding at beginning of period (in USD per share) | $ / shares | $ 160.23 |
Granted (in USD per share) | $ / shares | 214.25 |
Shares vested (in USD per share) | $ / shares | 140.18 |
Forfeited (in USD per share) | $ / shares | 182.33 |
Outstanding at end of period (in USD per share) | $ / shares | $ 189.13 |
Restricted Stock Units (RSUs) | |
Outstanding Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 572,785 |
Granted (in shares) | shares | 291,043 |
Shares vested (in shares) | shares | (188,658) |
Forfeited (in shares) | shares | (68,261) |
Outstanding at end of period (in shares) | shares | 606,909 |
Weighted Average Grant Date Fair Value | |
Outstanding at beginning of period (in USD per share) | $ / shares | $ 191.20 |
Granted (in USD per share) | $ / shares | 217.51 |
Shares vested (in USD per share) | $ / shares | 174.17 |
Forfeited (in USD per share) | $ / shares | 203.82 |
Outstanding at end of period (in USD per share) | $ / shares | $ 207.94 |
Share-based awards - Schedule_2
Share-based awards - Schedule of Non-cash Stock Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | $ 17,517 | $ 100,191 | $ 55,703 | $ 114,791 |
Direct costs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | 6,285 | 8,787 | 17,117 | 13,822 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | 11,232 | 17,568 | 38,586 | 27,133 |
Transaction and integration-related expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | $ 0 | $ 73,836 | $ 0 | $ 73,836 |
Share capital (Details)
Share capital (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 01, 2021 | Mar. 31, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | |
Equity, Class of Treasury Stock [Line Items] | |||||
Share repurchase program, value of shares repurchased | $ 99,983 | ||||
Ordinary shares | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Issue of shares associated with a business combination (in shares) | 27,372,427 | 27,372,427 | |||
Share repurchase program, number of shares repurchased (in shares) | 420,530 | ||||
Share repurchase program, value of shares repurchased | $ 28 | ||||
Buyback Program | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Share repurchase program, number of shares repurchased (in shares) | 420,530 | ||||
Share repurchase program, value of shares repurchased | $ 100,000 | ||||
Buyback Program | Maximum | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Share repurchase program, authorized percentage | 10% |
Business Segment and Geograph_3
Business Segment and Geographical Information - Narrative (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Business Segment and Geograph_4
Business Segment and Geographical Information - Schedule of Distribution of Revenue by Geographical Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 1,942,427 | $ 1,866,352 | $ 5,779,384 | $ 3,595,705 |
Ireland | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 526,867 | 358,026 | 1,395,198 | 1,029,877 |
Rest of Europe | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 397,538 | 471,110 | 1,281,996 | 710,043 |
U.S. | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 903,200 | 934,014 | 2,767,844 | 1,599,623 |
Rest of World | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 114,822 | $ 103,202 | $ 334,346 | $ 256,162 |
Business Segment and Geograph_5
Business Segment and Geographical Information - Schedule of Distribution of Income from Operations by Geographical Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Income from operations | $ 243,744 | $ 5,108 | $ 591,873 | $ 233,994 |
Ireland | ||||
Segment Reporting Information [Line Items] | ||||
Income from operations | 93,640 | 95,478 | 159,059 | 270,126 |
Rest of Europe | ||||
Segment Reporting Information [Line Items] | ||||
Income from operations | 76,178 | 92,605 | 194,860 | 109,009 |
U.S. | ||||
Segment Reporting Information [Line Items] | ||||
Income from operations | 63,356 | (159,704) | 177,145 | (133,997) |
Rest of World | ||||
Segment Reporting Information [Line Items] | ||||
Income from operations | $ 10,570 | $ (23,271) | $ 60,809 | $ (11,144) |
Business Segment and Geograph_6
Business Segment and Geographical Information - Schedule of Distribution of Depreciation and Amortization by Geographical Area (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 452,524 | $ 534,567 |
Ireland | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 127,577 | 118,253 |
Rest of Europe | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 89,412 | 121,174 |
U.S. | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 197,650 | 239,828 |
Rest of World | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 37,885 | $ 55,312 |