ICLR
ICON Plc Unaudited Interim Financial Statements For the Interim Period from 1 January 2015 to 31 July 2015 Registered number: 145835 These unaudited interim financial statements have been prepared solely to present infor
Thursday, August 27, 2015 6 min read
Key Takeaway: ICON Plc Unaudited Interim Financial Statements For the Interim Period from 1 January 2015 to 31 July 2015 Registered number: 145835
ICON Plc Unaudited Interim financial statements Contents Page Directors and other information 1 Unaudited interim income statement 2 Unaudit
Full Press Release Details
| | ICON Plc |
| | Unaudited Interim Financial Statements |
| | For the Interim Period from 1 January 2015 to 31 July 2015 |
| | Registered number: 145835 |
| ICON Plc | |
| Unaudited Interim financial statements | |
| Contents | Page |
| Directors and other information | 1 |
| Unaudited interim income statement | 2 |
| Unaudited interim statement of comprehensive income | 3 |
| Unaudited interim statement of financial position | 4 |
| Unaudited interim statement of cash flows | 5 |
| Unaudited interim statement of changes in equity | 6 -7 |
| Notes forming part of the interim financial statements | 8 - 30 |
| ICON Plc | |
| Directors and other information | |
| Directors | Thomas Lynch (British) |
| | Ciaran Murray |
| | Dr. John Climax |
| | Dr. Ronan Lambe |
| | Prof. Dermot Kelleher |
| | Declan McKeon |
| | Mary Pendergast (American) |
| | Prof. William Hall |
| | Dr. Hugh Brady |
| Secretary | Diarmaid Cunningham |
| Registered office | South County Business Park |
| | Leopardstown |
| | Dublin 18 |
| Solicitors | A & L Goodbody |
| | IFSC |
| | 25-28 North Wall Quay |
| | Dublin 1 |
| | Cahill Gordon Reindel LLP |
| | 80 Pine Street |
| | NY 10005 |
| | USA |
| Registrars | Computershare Investor Services (Ireland) Limited |
| | Herron House |
| | Corrig Road |
| | Sandyford Industrial Estate |
| | Dublin 18 |
| Bankers | Citibank |
| | Canada Square Canary Wharf |
| | London E145LB |
| | United Kingdom |
Unaudited interim income statement
for the period ended 31 July 2015
| | Note | | | Period ended | | | Year ended | |
| | | | | 31 July | | | 31 December | |
| | | | | 2015 Unaudited | | | 2014 Audited | |
| | | | | $'000 | | | $'000 | |
| Turnover - continuing operations | 2 | | | 34,958 | | | 74,409 | |
| Direct costs | 3 | | | (15,666 | ) | | (30,925 | ) |
| Other operating expenses, net | 4 | | | (22,543 | ) | | (48,201 | ) |
| Operating loss - continuing operations | | | | (3,251 | ) | | (4,717 | ) |
| Profit on disposal of subsidiary undertaking | 5 | | | 350,000 | | | - | |
| Financing income | 6 | | | - | | | 141,030 | |
| Profit on ordinary activities before taxation | | | | 346,749 | | | 136,313 | |
| Tax on profit on ordinary activities | 7 | | | (491 | ) | | (876 | ) |
| Profit for the interim period - equity | | | | 346,258 | | | 135,437 | |
| On behalf of the Board | |
| Declan McKeon | Ciaran Murray |
| Director | Director |
Unaudited interim statement of comprehensive income
for the period ended 31 July 2015
| | | Period ended | | | Year ended | |
| | | 31 July | | | 31 December | |
| | | 2015 Unaudited | | | 2014 Audited | |
| | | $'000 | | | $'000 | |
| Other Comprehensive Income | | | | | | |
| Items that are or may be subsequently reclassified to the income statement: | |
| Currency translation differences | | (54,538 | ) | | (84,923 | ) |
| Other comprehensive loss for the interim period net of tax | | (54,538 | ) | | (84,923 | ) |
| Profit for the interim period | | 346,258 | | | 135,437 | |
| Total comprehensive income for the interim period | | 291,720 | | | 50,514 | |
| Attributable to: | | | | | | |
| Equity holders of the Company | | 291,720 | | | 50,514 | |
| Total comprehensive income for the interim period | | 291,720 | | | 50,514 | |
| On behalf of the Board | |
| Declan McKeon | Ciaran Murray |
| Director | Director |
Unaudited interim statement of financial position
for the period ended 31 July 2015
| | | | | | Period ended | | | Year ended | |
| | | Note | | | 31 July | | | 31 December | |
| | | | | | 2015 Unaudited | | | 2014 Audited | |
| ASSETS | | | | | $'000 | | | $'000 | |
| Non-current assets | | | | | | | | | |
| Property, plant and equipment | | 9 | | | 404 | | | 614 | |
| Intangible assets | | 10 | | | 152 | | | 197 | |
| Investment in subsidiaries | | 11 | | | 400,737 | | | 468,124 | |
| Deferred tax asset, net | | 7 | | | 531 | | | 410 | |
| Total non-current assets | | | | | 401,824 | | | 469,345 | |
| Current assets | | | | | | | | | |
| Other current assets | | 12 | | | 3,678 | | | 2,951 | |
| Amounts due from subsidiary undertakings | | | | | 395,048 | | | 148,272 | |
| Current taxes receivable | | | | | - | | | 151 | |
| Cash and cash equivalents | | | | | 81,951 | | | 4,516 | |
| Total current assets | | | | | 480,677 | | | 155,890 | |
| Total assets | | | | | 882,501 | | | 625,235 | |
| EQUITY | | | | | | | | | |
| Share capital | | 13 | | | 5,008 | | | 5,037 | |
| Share premium | | 14 | | | 232,956 | | | 221,965 | |
| Capital redemption reserve | | 14 | | | 363 | | | 305 | |
| Share based payment reserve | | 14 | | | 65,103 | | | 58,614 | |
| Other reserves | | 14 | | | 6,071 | | | 6,071 | |
| Functional currency translation reserve | | 14 | | | (113,576 | ) | | (59,038 | ) |
| Retained earnings | | 14 | | | 673,013 | | | 368,553 | |
| Attributable to equity holders | | | | | 868,938 | | | 601,507 | |
| Total equity | | | | | 868,938 | | | 601,507 | |
| LIABILITIES | | | | | | | | | |
| Current liabilities | | | | | | | | | |
| Accounts payable | | | | | 158 | | | 27 | |
| Accrued and other liabilities | | | | | 13,076 | | | 23,701 | |
| Current taxes payable | | | | | 329 | | | - | |
| Total current liabilities | | | | | 13,563 | | | 23,728 | |
| Total liabilities | | | | | 13,563 | | | 23,728 | |
| Total equity and liabilities | | | | | 882,501 | | | 625,235 | |
| On behalf of the Board | |
| Declan McKeon | Ciaran Murray |
| Director | Director |
Unaudited interim statement of cash flows
for the period ended 31 July 2015
| | | Period ended | | | Year ended | |
| | | 31 July | | | 31 December | |
| | | 2015 Unaudited | | | 2014 Audited | |
| | | $'000 | | | $'000 | |
| Profit for the financial period | | 346,258 | | | 135,437 | |
| Adjustments to reconcile net income to net cash generated from operating activities | | | | | | |
| Depreciation | | 163 | | | 423 | |
| Amortisation of intangible assets | | 85 | | | 186 | |
| Share based payment | | 5,557 | | | 7,567 | |
| Profit on disposal of subsidiary | | (350,000 | ) | | - | |
| Income tax expense | | 491 | | | 976 | |
| Operating cash inflow before changes in working capital | | 2,554 | | | 144,589 | |
| (Increase)/decrease in other current assets | | (726 | ) | | (224 | ) |
| Increase/(decrease) in accounts payable and accrued and other liabilities | | (10,479 | ) | | 263 | |
| Increase/(decrease) in income taxes payable | | 359 | | | 7 | |
| Cash (used in)/provided by operations | | (8,292 | ) | | 144,634 | |
| Income taxes paid | | (491 | ) | | (976 | ) |
| Net cash (outflow)/inflow from operating activities | | (8,783 | ) | | 143,659 | |
| Investing activities | | | | | | |
| Purchase of computer software | | (60 | ) | | (106 | ) |
| Purchase of property, plant and equipment | | - | | | (90 | ) |
| Disposal of subsidiary undertaking | | 350,000 | | | | |
| Increase in investment in subsidiaries | | - | | | (13,283 | ) |
| Net cash provided by/(used in) investing activities | | 349,940 | | | (13,479 | ) |
| Financing activities | | | | | | |
| Increase in amounts due from subsidiary undertakings | | (216,543 | ) | | (10,667 | ) |
| Proceeds from exercise of share options and RSU's | | 11,024 | | | 22,274 | |
| Share issuance costs | | (4 | ) | | (20 | ) |
| Repurchase of ordinary shares | | (57,892 | ) | | (140,030 | ) |
| Share repurchase costs | | (289 | ) | | (1,032 | ) |
| Net cash used in financing activities | | (263,704 | ) | | (129,475 | ) |
| Net increase in cash and cash equivalents | | 77,453 | | | 705 | |
| Effect of exchange rate changes | | (18 | ) | | (22 | ) |
| Cash and cash equivalents the at start of the period | | 4,516 | | | 3,833 | |
| Cash and cash equivalents at the end of the period | | 81,951 | | | 4,516 | |
Unaudited interim statement of changes in equity
for the period ended 31 July 2015
| | | | | | | | | | | | Capital | | | Share Based | | | | | | | | | | | | | |
| | | Number | | | Share | | | Share | | | Redemption | | | Payment | | | Other | | | Currency | | | Retained | | | Total | |
| | | of shares | | | Capital | | | Premium | | | Reserve | | | Reserve | | | Reserves | | | Reserve | | | Earnings | | | Equity | |
| | | | | | $'000 | | | $'000 | | | $'000 | | | $'000 | | | $'000 | | | $'000 | | | $'000 | | | $'000 | |
| Balance at 1 January 2015 | | 60,106,780 | | | 5,037 | | | 221,965 | | | 305 | | | 58,614 | | | 6,071 | | | (59,038 | ) | | 368,553 | | | 601,507 | |
| Total comprehensive income for the interim period: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Profit for the interim period | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 346,258 | | | 346,258 | |
| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Foreign currency translation | | - | | | - | | | - | | | - | | | - | | | - | | | (54,538 | ) | | - | | | (54,538 | ) |
| Total other comprehensive income | | - | | | - | | | - | | | - | | | - | | | - | | | (54,538 | ) | | 346,258 | | | 291,720 | |
| Total comprehensive income for the interim period | | - | | | - | | | - | | | - | | | - | | | - | | | (54,538 | ) | | 346,268 | | | 291,720 | |
| Transactions with owners, recorded directly in equity | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exercise of share options | | 422,255 | | | 29 | | | 10,980 | | | - | | | - | | | - | | | - | | | - | | | 11,009 | |
| Share-based payment | | | | | | | | | | | | | | 22,872 | | | | | | | | | | | | 22,872 | |
| Issue of shares arising from issue of restricted share units | | 222,805 | | | - | | | 15 | | | - | | | - | | | - | | | - | | | - | | | 15 | |
| Share issue costs | | - | | | - | | | (4 | ) | | - | | | - | | | - | | | - | | | - | | | (4 | ) |
| Repurchase of ordinary shares | | (882,419 | ) | | (58 | ) | | - | | | 58 | | | - | | | - | | | - | | | (57,892 | ) | | (57,892 | ) |
| Share repurchase costs | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | (289 | ) | | (289 | ) |
| Transfer of exercised and expired share-based awards | | - | | | - | | | - | | | - | | | (16,383 | ) | | - | | | - | | | 16,383 | | | - | |
| Total contributions by and distributions to owners | | (237,359 | ) | | (29 | ) | | 10,991 | | | 58 | | | 6 , 489 | | | - | | | - | | | (41,798 | ) | | (24,289 | ) |
| | | | | | | | | 1 | | | | | | | | | | | | | | | | | | | |
| Total transactions with owners | | (237,359 | ) | | (29 | ) | | 10,991 | | | 58 | | | 6,489 | | | - | | | - | | | (41,798 | ) | | (24,289 | ) |
| Balance at 31 July 2015 | | 59,869,421 | | | 5,008 | | | 232 , 956 | | | 363 | | | 65,103 | | | 6,071 | | | (113,576 | ) | | 673,013 | | | 868,938 | |
Statement of changes in equity (Audited)
for the year ended 31 December 2014
| | | | | | | | | | | | Capital | | | Share Based | | | | | | | | | | | | | |
| | | Number | | | Share | | | Share | | | Redemption | | | Payment | | | Other | | | Currency | | | Retained | | | Total | |
| | | of shares | | | Capital | | | Premium | | | Reserve | | | Reserve | | | Reserves | | | Reserve | | | Earnings | | | Equity | |
| | | | | | $'000 | | | $'000 | | | $'000 | | | $'000 | | | $'000 | | | $'000 | | | $'000 | | | $'000 | |
| Balance at 1 January 2014 | | 61,587,727 | | | 5,168 | | | 199,785 | | | 100 | | | 44,785 | | | 6,071 | | | 25,885 | | | 365,282 | | | 647,076 | |
| Total comprehensive income for the year: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Profit for the year | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 135,437 | | | 135,437 | |
| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Foreign currency translation | | - | | | - | | | - | | | - | | | - | | | - | | | (84,923 | ) | | - | | | (84,923 | ) |
| Total other comprehensive income | | - | | | - | | | - | | | - | | | - | | | - | | | (84,923 | ) | | 135,437 | | | 50,514 | |
| Total comprehensive income for the year | | - | | | - | | | - | | | - | | | - | | | - | | | (84,923 | ) | | 135,437 | | | 50,514 | |
| Transactions with owners, recorded directly in equity | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exercise of share options | | 926,407 | | | 74 | | | 22,182 | | | - | | | - | | | - | | | - | | | - | | | 22,256 | |
| Share-based payment | | | | | | | | | | | | | | 22,725 | | | | | | | | | | | | 22,725 | |
| Issue of shares arising from issue of restricted share units | | 233,726 | | | - | | | 18 | | | - | | | - | | | - | | | - | | | - | | | 18 | |
| Share issue costs | | - | | | - | | | (20 | ) | | - | | | - | | | - | | | - | | | - | | | (20 | ) |
| Repurchase of ordinary shares | | (2,640,610 | ) | | (205 | ) | | - | | | 205 | | | - | | | - | | | - | | | (140,030 | ) | | (140,030 | ) |
| Share repurchase costs | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | (1,032 | ) | | (1,032 | ) |
| Transfer of exercised and expired share-based awards | | - | | | - | | | - | | | - | | | (8,896 | ) | | - | | | - | | | 8,896 | | | - | |
| Total contributions by and distributions to owners | | (1,480,477 | ) | | (131 | ) | | 22,180 | | | 205 | | | 13,829 | | | - | | | - | | | (132,166 | ) | | (96,083 | ) |
| Total transactions with owners | | (1,480,477 | ) | | (131 | ) | | 22,180 | | | 205 | | | 13,829 | | | 0 | | | 0 | | | (132,166 | ) | | (96,083 | ) |
| Balance at 31 December 2014 | | 60,106,780 | | | 5,037 | | | 221,965 | | | 305 | | | 58,614 | | | 6,071 | | | (59,038 | ) | | 368,553 | | | 601,507 | |
Notes to the unaudited financial statements for the interim period ended 31 July 2015
| | | Years |
| | Computer software | 2-8 |
| | | Years |
| | Computer software | 2-8 |
| | Office furniture and fixtures | 8 |
| 2. | Turnover | | | | | | |
| | | | Period ended | | | Year ended | |
| | | | 31 July | | | 31 December | |
| | | | 2015 | | | 2014 | |
| | | | $'000 | | | $'000 | |
| | Activity | | | | | | |
| | Management services | | 17,842 | | | 35,750 | |
| | Clinical research income | | 17,116 | | | 38,659 | |
| | | | 34,958 | | | 74,409 | |
| 2. | Turnover (continued) | | | | | | |
| | Geographical area | | | | | | |
| | | | Period ended | | | Year ended | |
| | | | 31 July | | | 31 December | |
| | | | 2015 | | | 2014 | |
| | | | $'000 | | | $'000 | |
| | Ireland | | 17,842 | | | 35,750 | |
| | Europe | | 17,116 | | | 38,659 | |
| | | | 34,958 | | | 74,409 | |
| 3. | Direct costs | | | | | | |
| | | | Period ended | | | Year ended | |
| | | | 31 July | | | 31 December | |
| | | | 2015 | | | 2014 | |
| | | | $'000 | | | $'000 | |
| | Payroll and related costs | | 14,897 | | | 28,947 | |
| | Other project related expenses | | 769 | | | 1,978 | |
| | | | 15,666 | | | 30,925 | |
| 4. | Other operating expenses | | | | | | |
| | | | Period ended | | | Year ended | |
| | | | 31 July | | | 31 December | |
| | | | 2015 | | | 2014 | |
| | | | $'000 | | | $'000 | |
| | Payroll and related costs | | 11,095 | | | 17,881 | |
| | Administrative expenses | | 12,450 | | | 30,802 | |
| | Depreciation expense | | 163 | | | 423 | |
| | Amortisation of intangible assets - computer software | | 85 | | | 186 | |
| | Other income | | (40 | ) | | (145 | ) |
| | Exchange gain | | (1,210 | ) | | (946 | ) |
| | | | 22,543 | | | 48,201 | |
| 5. | Profit on disposal of subsidiary undertakings | | | | | | |
| | | | Period ended | | | Year ended | |
| | | | 31 July | | | 31 December | |
| | | | 2015 | | | 2014 | |
| | | | $'000 | | | $'000 | |
| | Profit on disposal of subsidiary undertakings | | 350,000 | | | - | |
| | | | 350,000 | | | - | |
| 6. | Financing income | | | | | | |
| | | | Period ended | | | Year ended | |
| | | | 31 July | | | 31 December | |
| | | | 2015 | | | 2014 | |
| | | | $'000 | | | $'000 | |
| | Dividend income | | - | | | 141,030 | |
| 7. | Income tax expense | | | | | | |
| The components of the current and deferred tax expense for the period ended 31 July 2015 and year ended 31 December 2014 were as follows: | | | | |
| | | | Period ended 31 July 2015 | | | Year ended 31 December 2014 | |
| | | | $'000 | | | $'000 | |
| | Current tax expense | | | | | | |
| | Current period/year | | 403 | | | 1,054 | |
| | Under /(over) provided in prior years | | 209 | | | (163 | ) |
| | | | 612 | | | 891 | |
| | Deferred tax charge/(credit) | | | | | | |
| | Origination and reversal of temporary differences | | (2 | ) | | (5 | ) |
| | Over provided in prior years | | (119 | ) | | (10 | ) |
| | | | (121 | ) | | (15 | ) |
| | Total income tax expense in the income statement | | 491 | | | 876 | |
A reconciliation of the expected tax expense, computed by applying the standard Irish tax rate to income before tax to the actual tax expense, is as follows:
| | | | Period ended 31 July 2015 | | | Year ended 31 December 2014 | |
| | | | $'000 | | | $'000 | |
| | Profit before tax | | 346,749 | | | 136,313 | |
| | Taxes at Irish standard tax rate of 12.5% (2014: 12.5%) | | 43,344 | | | 17,039 | |
| | Effects of: | | | | | | |
| | Non-taxable income and non-tax deductible expenses | | (43,012 | ) | | (16,357 | ) |
| | Reversal of prior year under/(over) provision in respect of | | | | | | |
| | current foreign taxes | | 90 | | | (173 | ) |
| | Foreign and other income taxed at higher rates | | 174 | | | 321 | |
| | Other | | (105 | ) | | 46 | |
| | Tax expense on profit for the period/year | | 491 | | | 876 | |
| 7. | Income tax expense (continued) | | | | | | |
| | The net deferred tax assets at 31 July 2015 and 31 December 2014, were as follows: | | | | | | |
| | | | Period ended | | | Year ended | |
| | | | 31 July | | | 31 December | |
| | | | 2015 | | | 2014 | |
| | | | $'000 | | | $'000 | |
| | Deferred taxation assets: | | | | | | |
| | Accrued expenses and payments on account | | 425 | | | 274 | |
| | Property, plant and equipment | | 69 | | | 106 | |
| | Loans to subsidiaries | | 52 | | | 52 | |
| | Total deferred taxation assets | | 546 | | | 432 | |
| | Deferred taxation liabilities: | | | | | | |
| | Property, plant and equipment | | (15 | ) | | (21 | ) |
| | Accrued expenses and payments on account | | - | | | (1 | ) |
| | Total deferred taxation liabilities | | (15 | ) | | (22 | ) |
| | Net deferred taxation asset | | 531 | | | 410 | |
The movement in temporary differences during the period ended 31 July 2015 and year ended 31 December 2014 was as follows:
| | | | Balance | | | | | Balance | |
| | | | 1 January | | Recognised in | | | 31 July | |
| | | | 2015 | | Income | | | 2015 | |
| | | | $'000 | | $'000 | | | $'000 | |
| | Deferred taxation assets | | | | | | | | |
| | Accrued expenses and payments on account | | 274 | | 151 | | | 425 | |
| | Property plant and equipment | | 106 | | (37 | ) | | 69 | |
| | Loans to subsidiaries | | 52 | | - | | | 52 | |
| | Total deferred taxation assets | | 432 | | 114 | | | 546 | |
| | Deferred taxation liabilities | | | | | | | | |
| | Property, plant and equipment | | (21 | ) | 6 | | | (15 | ) |
| | Accrued expenses and payments on account | | (1 | ) | 1 | | | - | |
| | Total deferred taxation liabilities | | (22 | ) | 7 | | | (15 | ) |
| | Net deferred taxation asset | | 410 | | 121 | | | 531 | |
| 7. | Income tax expense (continued) | | | | | | | | |
| | | | Balance | | | | | Balance | |
| | | | 1 January | | Recognised in | | | 31 December | |
| | | | 2014 | | Income | | | 2014 | |
| | | | $'000 | | $'000 | | | $'000 | |
| | Deferred taxation assets | | | | | | | | |
| | Accrued expenses and payments on account | | 270 | | 4 | | | 274 | |
| | Property plant and equipment | | 105 | | 1 | | | 106 | |
| | Loans to subsidiaries | | 52 | | - | | | 52 | |
| | Total deferred taxation assets | | 427 | | 5 | | | 432 | |
| | Deferred taxation liabilities | | | | | | | | |
| | Property, plant and equipment | | (29 | ) | 8 | | | (21 | ) |
| | Accrued expenses and payments on account | | (3 | ) | 2 | | | (1 | ) |
| | Total deferred taxation liabilities | | (32 | ) | 10 | | | (22 | ) |
| | Net deferred taxation asset | | 395 | | 15 | | | 410 | |
At 31 July 2015 and 31 December 2014 the Company had no net operating loss carry forwards for income tax purposes and there were no deferred tax assets that have not been recognised.
| | | Options Outstanding Number of Shares | | | Weighted Average Exercise Price | | | Weighted Average Fair Value | | | Weighted Average Remaining Contractual Life | |
| Outstanding at December 31, 2014 | | 2,227,700 | | | $28.00 | | | $10.40 | | | - | |
| Granted | | 259,059 | | | $68.25 | | | $19.75 | | | - | |
| Exercised | | (422,255 | ) | | $26.07 | | | $10.03 | | | - | |
| Forfeited | | (46,648 | ) | | $23.47 | | | $10.02 | | | - | |
| Outstanding at July 31, 2015 | | 2,017,856 | | | $33.67 | | | $11.70 | | | 4.85 | |
| Exercisable at July 31, 2015 | | 962,227 | | | $25.88 | | | $9.89 | | | 3.50 | |
Restricted Share Units ("RSU's") and Performance Share Units ("PSU's") outstanding at 31 July 2015 were as follows:
| | | PSU Outstanding Number of Shares | | | PSU Weighted Average Fair Value | | | PSU Weighted Average Remaining Contractual Life | | | RSU Outstanding Number of Shares | | | RSU Weighted Average Fair Value | | | RSU Weighted Average Remaining Contractual Life | |
| Outstanding at December 31, 2014 | | 669,171 | | | $39.78 | | | 1.77 | | | 1,038,996 | | | $35.19 | | | 1.67 | |
| Granted | | 269,875 | | | $68.06 | | | | | | 378,804 | | | $66.85 | | | - | |
| Shares vested | | - | | | - | | | | | | (222,805 | ) | | $25.36 | | | - | |
| Forfeited | | (3,981 | ) | | $31.49 | | | | | | (44,570 | ) | | $39.48 | | | - | |
| Outstanding at July 31, 2015 | | 935,065 | | | $47.24 | | | 1.72 | | | 1,150,425 | | | $47.35 | | | 1.92 | |
The Company accounts for share-based awards in accordance with IFRS 2 Share-based Payments. The grant date fair value of these awards is calculated using a binomial lattice model and expensed to the income statement over the period the related service is received. Operating profit for the period is stated after charging $5.6 million (2014: $7.6 million) in respect of share-based payments expense, representing the portion of the overall Group charge which relates to share-based awards granted to employees of the Company. Share-based payment expense has been recorded in the income statement as follows:
| | | Period Ended 31 July 2015 | | | Year Ended 31 December 2014 | |
| | | $'000 | | | $'000 | |
| Other operating expenses | | 5,557 | | | 7,567 | |
| Total | | 5,557 | | | 7,567 | |
| 9 . | Property, plant and equipment | | | | | | | | | | | | |
| | | | Leasehold | | | Computer | | | Office furniture & | | | | |
| | | | improvements | | | equipment | | | fixtures | | | Total | |
| | | | $'000 | | | $'000 | | | $'000 | | | $'000 | |
| | Cost | | | | | | | | | | | | |
| | At 1 January 2015 | | 852 | | | 1,834 | | | 1,370 | | | 4,056 | |
| | Disposals | | - | | | - | | | (23 | ) | | (23 | ) |
| | Foreign currency movement | | (63 | ) | | (136 | ) | | (102 | ) | | (301 | ) |
| | At 31 December 2015 | | 789 | | | 1,698 | | | 1,245 | | | 3,732 | |
| | Depreciation | | | | | | | | | | | | |
| | At 1 January 2014 | | 756 | | | 1,602 | | | 1,084 | | | 3,442 | |
| | Charge for the period | | 16 | | | 75 | | | 72 | | | 163 | |
| | Eliminated on disposals | | - | | | - | | | (23 | ) | | (23 | ) |
| | Foreign currency movement | | (56 | ) | | (118 | ) | | (80 | ) | | (254 | ) |
| | At 31 July 2015 | | 716 | | | 1,559 | | | 1,053 | | | 3,328 | |
| | Net book value | | | | | | | | | | | | |
| | At 31 July 2015 | | 73 | | | 139 | | | 192 | | | 404 | |
| | At 31 December 2014 | | 96 | | | 232 | | | 286 | | | 614 | |
Notes to the unaudited financial statements for the interim period ended 31 July 2015
| 9 . | Property, plant and equipment (continued) | | | | | | | | | | | | |
| | | | Leasehold | | | Computer | | | Office furniture & | | | | |
| | | | improvements | | | equipment | | | fixtures | | | Total | |
| | | | $'000 | | | $'000 | | | $'000 | | | $'000 | |
| | Cost | | | | | | | | | | | | |
| | At 1 January 2014 | | 980 | | | 2,017 | | | 1,563 | | | 4,560 | |
| | Additions | | 2 | | | 85 | | | 3 | | | 90 | |
| | Foreign currency movement | | (130 | ) | | (268 | ) | | (196 | ) | | (594 | ) |
| | At 31 December 2014 | | 852 | | | 1,834 | | | 1,370 | | | 4,056 | |
| | Depreciation | | | | | | | | | | | | |
| | At 1 January 2014 | | 817 | | | 1,636 | | | 1059 | | | 3,512 | |
| | Charge for the year | | 55 | | | 194 | | | 174 | | | 423 | |
| | Foreign currency movement | | (116 | ) | | (228 | ) | | (149 | ) | | (493 | ) |
| | At 31 December 2014 | | 756 | | | 1,602 | | | 1,084 | | | 3,442 | |
| | Net book value | | | | | | | | | | | | |
| | At 31 December 2014 | | 96 | | | 232 | | | 286 | | | 614 | |
| | At 31 December 2013 | | 163 | | | 381 | | | 504 | | | 1,048 | |
| 10. | Intangible assets | | | |
| | | | Computer Software $'000 | |
| | Cost: | | | |
| | At 1 January 2015 | | 1,148 | |
| | Additions | | 60 | |
| | Foreign exchange movement | | (90 | ) |
| | At 31 July 2015 | | 1,118 | |
| | Accumulated amortisation: | | | |
| | At 1 January 2015 | | 951 | |
| | Arising during the period | | 85 | |
| | Foreign exchange movement | | (70 | ) |
| | At 31 July 2015 | | 966 | |
| | Net book value: | | | |
| | At 31 July 2015 | | 152 | |
| | At 31 December 2014 | | 197 | |
| | Cost: | | | |
| | At 1 January 2014 | | 1,396 | |
| | Additions | | 106 | |
| | Disposals/reclassifications | | (192 | ) |
| | Foreign exchange movement | | (162 | ) |
| | At 31 December 2014 | | 1,148 | |
| | Accumulated amortisation: | | | |
| | At 1 January 2014 | | 892 | |
| | Arising during the year | | 186 | |
| | Foreign exchange movement | | (127 | ) |
| | At 31 December 2014 | | 951 | |
| | Net book value: | | | |
| | At 31 December 2014 | | 197 | |
| | At 31 December 2013 | | 504 | |
| 11 . | Investment in subsidiaries | | | | | | | | | |
| | | | Investment in Subsidiary Undertakings $'000 | | | Long Term Advances to Subsidiary Undertakings $'000 | | | Total $'000 | |
| | Cost: | | | | | | | | | |
| | At 1 January 2015 | | 436,030 | | | 32,094 | | | 468,124 | |
| | Share based payments | | 17,318 | | | - | | | 17,318 | |
| | Share subscription payment from subsidiary companies | | (41,501 | ) | | - | | | (41,501 | ) |
| | Foreign exchange movement | | (40,277 | ) | | (2,927 | ) | | (43,204 | ) |
| | At 31 July 2015 | | 371,570 | | | 29,167 | | | 400,737 | |
| | | | Investment in Subsidiary Undertakings $'000 | | | Long Term Advances to Subsidiary Undertakings $'000 | | | Total $'000 | |
| | Cost: | | | | | | | | | |
| | At 1 January 2014 | | 488,337 | | | 36,473 | | | 524,810 | |
| | Additions (2) | | 13,283 | | | - | | | 13,283 | |
| | Share based payments | | 15,160 | | | - | | | 15,160 | |
| | Share subscription payment from subsidiary companies | | (20,497 | ) | | - | | | (20,497 | ) |
| | Foreign exchange movement | | (60,253 | ) | | (4,379 | ) | | (64,632 | ) |
| | At 31 December 2014 | | 436,030 | | | 32,094 | | | 468,124 | |
| | | 31 July | | | 31 December | |
| | | 2015 | | | 2014 | |
| | | $'000 | | | $'000 | |
| Prepayments | | 1,269 | | | 1,503 | |
| Other receivables | | 2,409 | | | 1,448 | |
| Total | | 3,678 | | | 2,951 | |
| Authorised share capital: | | | No. of Ordinary Shares | |
| Ordinary shares of par value 0.06 | | | | 100,000,000 | |
| | | 31 July | | | 31 December | |
| | | 2015 | | | 2014 | |
| | | $'000 | | | $'000 | |
| Allotted, called up and fully paid | | | | | | |
| 59,869,421 (31 December 2014: 60,106,780) ordinary shares of 0.06 each | | 5,008 | | | 5,037 | |
| | | 31 July | | | 31 December | |
| | | 2015 | | | 2014 | |
| | | $'000 | | | $'000 | |
| Issued, fully paid share capital | | | | | | |
| At beginning of period/year | | 5,037 | | | 5,168 | |
| Exercise of share options | | 29 | | | 74 | |
| Repurchase of ordinary shares | | (58 | ) | | (205 | ) |
| At end of year | | 5,008 | | | 5,037 | |
Rights of Ordinary Shares
Holders of ordinary shares will be entitled to receive such dividends as may be recommended by the Board of Directors of the Company and approved by the Shareholders and/or such interim dividends as the board of Directors of the Company may decide. On liquidation or a winding up of the Company, the par value of the ordinary shares will be repaid out of the assets available for distribution among the holders of the ordinary shares of the Company. Holders of ordinary shares have no conversion or redemption rights. On a show of hands, every holder of an ordinary share present in person or proxy at a general meeting of shareholders shall have one vote, for each ordinary share held with no individual having more than one vote.
13. Share capital (continued)
During the period ended 31 July 2015, 422,255 share options were exercised by employees for total proceeds of $11.0 million. During the period ended 31 July 2015 222,805 ordinary shares were issued in respect of RSU's previously awarded by the Company for total proceeds of $15,000.
During the year ended 31 December 2014, 926,407 share options were exercised by employees for total proceeds of $22.3 million. During the year ended 31 December 2014, 233,726 ordinary shares were issued in respect of certain RSU's previously awarded by the Company for total proceeds of $18,000.
Share repurchase programme
On 1 May 2015 the Company commenced a buyback program under which the Company could acquire its outstanding ordinary shares (by way of redemption), in accordance with Irish law, the United States securities laws and the Company's constitutional documents through open market share acquisitions.
The buyback program gave 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 up to $60 million. The acquisition of shares pursuant to the buyback program was effected by way of redemption and cancellation of the shares, in accordance with the Constitution of the Company.
During the interim period ended 31 July 2015, 882,419 ordinary shares were redeemed by the Company under this buyback program for a total consideration of $58.2 million. All ordinary shares that were redeemed under the buyback program were cancelled in accordance with the Constitution of the Company and the nominal value of these shares transferred to a capital redemption reserve fund as required under Irish Company Law.
On 28 July 2015 the Company announced a further buyback program of up to $400 million under which the Company can acquire its outstanding ordinary shares (by way of redemption), in accordance with Irish law, the United States securities laws and the Company's constitutional documents through open market share acquisitions. The buyback program gives a broker authority to acquire the Company's ordinary shares from time to time on the open market in accordance with agreed terms and limitations. The acquisition of shares pursuant to the buyback program will be effected by way of redemption and cancellation of the shares, in accordance with the Constitution of the Company.
| | | | 31 July | | | 31 December | |
| | | | 2015 | | | 2014 | |
| | | | $'000 | | | $'000 | |
| | Ordinary share capital | | 5,008 | | | 5,037 | |
| | Share premium | | 232,956 | | | 221,965 | |
| | Share based payment reserve | | 65,103 | | | 58,614 | |
| | Capital redemption reserve | | 363 | | | 305 | |
| | Other reserves | | 6,071 | | | 6,071 | |
| | Foreign currency translation reserve | | (113,576 | ) | | (59,038 | ) |
| | Retained Earnings | | 673,013 | | | 368,553 | |
| | Total | | 868,938 | | | 601,507 | |
Share based payment reserve
The grant date fair value of share-based awards is calculated using a binomial lattice model and recorded in the Company financial statements over the period the related service is received, as an expense in the income statement in respect of awards to Company employees and as a financial asset in respect of awards to other Group employees, with a corresponding increase in the share-based payments reserve in both cases. On exercise or forfeiture of the award, an amount equal to the grant date fair value is transferred from the share-based payments reserve to retained earnings.
Capital redemption reserve
The Capital Redemption Reserve comprises the nominal value of shares repurchased and cancelled by the Group and transferred from share capital to the capital redemption reserve fund, as required under Irish Group Law. During the period ended 31 July 2015, 882,419 (31 December 2014: 2,640,610) ordinary shares were repurchased and cancelled by the Group.
In 2005 the Company recognised a share-based payment charge of $6.1 million, representing the fair value of 576,000 ordinary shares held by Dr. John Climax and Dr. Ronan Lambe, the founding Directors of the Company, which were transferred to Mr. Peter Gray, the then Chief Executive Officer of the Company.
Foreign currency translation reserve
The currency reserve comprises all foreign exchange differences arising from the translation of the financial statements of the company and its branches since 1 June 2004, the date of transition to IFRS.
In addition to the profit for the period a credit of $16.4 million (2014: $8.9 million) has been recognised during the year in respect of the grant date fair value of exercised and expired share-based awards transferred from the Share-based payments reserve.
| | | | Period ended | | | Year ended | |
| | | | 31-Jul | | | 31-Dec | |
| | | | 2015 | | | 2014 | |
| | | | $'000 | | | $'000 | |
| | Income Statement: | | | | | | |
| | Management services | | 17,842 | | | 35,750 | |
| | Profit on disposal of interest in subsidiaries (1) | | 350,000 | | | - | |
| | Dividend received from subsidiary undertaking (2) | | - | | | 141,030 | |
| | Total | | 367,842 | | | 176,780 | |
| | Cash Flow Statement | | | | | | |
| | Increase in intercompany debtors and investments | | (216,543 | ) | | (10,667 | ) |
| | Total | | (216,543 | ) | | (10,667 | ) |
| 15 . | Related parties (continued) |
| | The aggregate payroll costs of Directors of the Company for the period ended 31 July 2015 was as follows: |
| | | | Period ended | | | Year ended | |
| | | | 31 July | | | 31 December | |
| | | | 2015 | | | 2014 | |
| | | | $'000 | | | $'000 | |
| | Salary and fees | | 1,483 | | | 2,330 | |
| | Bonus | | 1,210 | | | 5,393 | |
| | Other benefits | | 17 | | | 196 | |
| | Pension costs for defined contribution pension schemes | | 77 | | | 62 | |
| | Share-based payment | | 4,353 | | | 5,944 | |
| | Total | | 7,140 | | | 13,925 | |
| 16 . | Commitments and Contingencies |
| | The Company has several non-cancellable operating leases that expire over the next 3 years. These leases generally contain renewal options and require the company to pay all executory costs such as maintenance and insurance. The company recognised $1.5 million and $3.2 million in rental expense (including rates) for the interim period ended July 31, 2015 and the year ended December 31, 2014 respectively. Future minimum rental commitments for opening leases with non-cancellable terms in excess of one year are as follows: |
| | | | Minimum rental | |
| | | | payments | |
| | | | $'000 | |
| | 2015 | | 1,070 | |
| | 2016 | | 2,252 | |
| | 2017 | | 1,760 | |
| | 2018 | | 1,027 | |
| | Thereafter | | - | |
| | Total | | 6,109 | |
| 17. | The Company is not party to any litigation or other legal proceedings that the Company believes could reasonably be expected to have a material adverse effect on the Company's business, results of operations and financial position. |
| 18. | Group relationships and controlling parties |
| | The Company is a public limited company incorporated in the Republic of Ireland. The Company's ordinary shares are traded on the NASDAQ market. The Company prepares consolidated financial statements for itself and its subsidiary undertakings. These consolidated financial statements may be obtained from the Company's website www.iconplc.com . |
| 19. | Approval of financial statements |
| | The board of directors approved these financial statements on 27 August 2015. |