10-K/A 1 d10ka.txt FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2002 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission file number 0-27058 PAREXEL INTERNATIONAL CORPORATION (Exact name of registrant as specified in its Charter) MASSACHUSETTS 04-2776269 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 195 WEST STREET WALTHAM, MASSACHUSETTS 02451 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (781) 487-9900 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, $.01 par value per share (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [_]. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] State the aggregate market value of the voting stock held by nonaffiliates of the registrant: The aggregate market value of Common Stock held by nonaffiliates was $163,596,275 as of August 22, 2002. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: As of September 20, 2002, there were 25,175,358 shares of the registrant's Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Specified portions of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held on November 21, 2002 are incorporated by reference into Part III of this report. EXPLANATORY NOTE This Amendment No. 1 to Form 10-K is being filed for the purpose of correcting the working capital figure for fiscal year 2001 in Item 6, "Selected Financial Data", included in the Annual Report on Form 10-K for the registrant's fiscal year ended June 30, 2002, originally filed on September 26, 2002 (the "Original Filing"). Accordingly, the registrant hereby amends the Original Filing by amending and restating Item 6, "Selected Financial Data," in its entirety as follows: 2 ITEM 6. SELECTED FINANCIAL DATA (in thousands, except per share data and number of employees)
2002 2001 2000 1999 1998 ---- ---- ---- ---- ---- Restated OPERATIONS ---------- Service revenue $444,318 $387,560 $378,150 $348,486 $285,442 Income (loss) from operations 20,493 (6,860)(1) 2,983(2) 20,564(3) 13,301(4) Net income (loss) 13,235 (825) 4,388 15,622 9,319 Basic earnings (loss) per share $0.53 $(0.03) $0.18 $0.63 $0.39 Diluted earnings (loss) per share $0.52 $(0.03) $0.17 $0.62 $0.38 FINANCIAL POSITION ------------------ Cash, cash equivalents and marketable securities $ 66,109 $ 60,949 $ 90,530 $ 89,957 $ 76,634 Working capital 138,020 123,488 123,680 132,757 118,937 Total assets 407,161 361,534 351,940 333,565 261,758 Long-term debt 432 12 104 79 36 Stockholders' equity $200,077 $177,822 $186,133 $192,032 $168,380 OTHER DATA ---------- Purchase of property and equipment $ 23,808 $ 18,145 $ 19,089 $ 18,910 $ 27,736 Depreciation and amortization $ 17,893 $ 21,453 $ 21,934 $ 17,932 $ 15,114(5) Number of employees 4,930 4,640 4,200 4,198 3,705 Weighted average shares used in computing: Basic earnings (loss) per share 24,928 24,637 24,981 24,848 23,939 Diluted earnings (loss) per share 25,582 24,637 25,140 25,128 24,825
(1) Loss from operations for the year ended June 30, 2001, include a restructuring benefit of $0.7 million. This consisted of a $1.5 million reduction in previously accrued restructuring charges due to changes in estimates related to the third quarter 2000 restructuring, offset by $0.8 million for exiting a business location in the U.S. Also in the year ended June 30, 2001, the Company recorded restructuring charges of $7.2 million. These charges included $3.1 million of employee severance and related costs for eliminating approximately 125 managerial and staff positions worldwide (44% in the U.S. and 56% in Europe), $3.9 million related to consolidation and abandonment of certain facilities (40% in the U.S. and 60% in Europe), and approximately $0.2 million primarily related to miscellaneous costs associated with the Company's fourth quarter restructuring plan. Additionally, the Company recorded $1.0 in accelerated depreciation expense due to changes in the estimated useful lives of leasehold improvements in abandoned leased facilities, $0.9 million of one-time asset write-offs, as well as $0.6 million in expenses associated with discontinued services. (2) Income from operations for the year ended June 30, 2000 includes $13.1 million related to restructuring and other charges recorded in the third quarter, consisting primarily of severance and lease termination costs and $1.0 million related to accelerated depreciation expense due to changes in the estimated useful lives of leasehold improvements on abandoned leased facilities. (3) Income from operations for the year ended June 30, 1999 includes $4.7 million in nonrecurring charges including $1.9 million in costs related to the terminated merger agreement with Covance Inc. and $2.8 million in leasehold abandonment charges resulting primarily from the consolidation of certain facilities in North America and Europe. (4) Income from operations for the year ended June 30, 1998 includes $13.6 million of nonrecurring charges, including $10.3 million pertaining to acquisitions. (5) Depreciation and amortization for the year ended June 30, 1998 includes a non-cash charge of $1.7 million to reflect a change in estimate in the remaining useful lives of certain computer equipment as a result of integration activities of acquired companies and the Company's program to upgrade and standardize its information technology platform. 3 SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to its Annual Report on Form 10-K for the fiscal year ended June 30, 2002, to be signed on its behalf by the undersigned, thereunto duly authorized. PAREXEL INTERNATIONAL CORPORATION By: /s/ Josef H. von Rickenbach Dated: September 27, 2002 ------------------------------------------------- Josef H. von Rickenbach Chairman of the Board and Chief Executive Officer 4 CERTIFICATIONS I, Josef H. von Rickenbach, certify that: 1. I have reviewed this annual report on Form 10-K/A of PAREXEL International Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report. Date: September 27, 2002 /s/ Josef H. von Rickenbach ------------------------------------------------- Josef H. von Rickenbach Chairman of the Board and Chief Executive Officer (principal executive officer) I, James F. Winschel, Jr., certify that: 1. I have reviewed this annual report on Form 10-K/A of PAREXEL International Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report. Date: September 27, 2002 /s/ James F. Winschel, Jr. ------------------------------------------------ James F. Winschel, Jr. Senior Vice President and Chief Financial Officer (principal financial officer) 5 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLYE ACT OF 2002 In connection with the Form 10-K/A of PAREXEL International Corporation (the "Company") for the period ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Josef H. von Rickenbach, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: September 27, 2002 /s/ Josef H. von Rickenbach --------------------------- Josef H. von Rickenbach Chief Executive Officer CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLYE ACT OF 2002 In connection with the Annual Report on Form 10-K/A of PAREXEL International Corporation (the "Company") for the period ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, James F. Winschel, Jr., Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: September 27, 2002 /s/ James F. Winschel, Jr. -------------------------- James F. Winschel, Jr. Chief Financial Officer 6