PAREXEL INTERNATIONAL CORP
8-K, 1999-08-19
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              ----------------------

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported):
                                 August 17, 1999

                             ----------------------

                        PAREXEL International Corporation
             (Exact name of Registrant as specified in its charter)


Massachusetts                 0-27058                          04-2776269
(State or other            (Commission                      (I.R.S. Employer
jurisdiction of             File Number)                  Identification Number)
incorporation or
organization)

195 West Street, Waltham, Massachusetts                          02451
(Address of principal executive offices)                       (Zip Code)


                                 (781) 487-9900
                         (Registrant's telephone number
                              including area code)




<PAGE>


Item 5.  Other Events

On August 17,  1999,  the  Company  issued a press  release,  a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.           Financial Statements and Exhibits

Exhibit No.                         Exhibit
99.1              Press release of the Company dated August 17, 1999.

<PAGE>
                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on this 17th day of August, 1999.


                        PAREXEL INTERNATIONAL CORPORATION

Dated August 17, 1999                       By:  /s/ William T. Sobo, Jr.
                                            William T. Sobo, Jr.
                                            Senior Vice President
                                            Chief Financial Officer
                                            Treasurer and Clerk
<PAGE>


                                 EXHIBIT INDEX

Exhibit No.                       Description

99.1               Press release of the Company dated August 17, 1999


<PAGE>


<PAGE>
                                  Exhibit 99.1




FOR IMMEDIATE RELEASE                                         www.PAREXEL.com

CONTACTS:          Bill Sobo, Senior Vice President, Chief Financial Officer
                  Jill Baker, Director of Investor Relations
                  (781) 487-9904 extension 4118


                       PAREXEL REPORTS FOURTH QUARTER AND
                          FISCAL 1999 FINANCIAL RESULTS


Boston, MA, August 17, 1999 - PAREXEL International  Corporation (Nasdaq: PRXL),
one of the world's  largest  contract  research and medical  marketing  services
organizations,  today announced its financial results for the fourth quarter and
fiscal year ended June 30, 1999.

On a pro forma basis,  taking into effect the items  discussed in the  paragraph
below,  PAREXEL's  consolidated pro forma net revenue for the three months ended
June 30, 1999 was $91.3 million,  which reflected growth of 12% over net revenue
of $81.4 million in the prior-year  period.  For the quarter ended June 30, 1999
pro forma income from operations was $6.1 million, a 20% decrease over operating
income of $7.5 million in the prior year quarter.  Pro forma  earnings per share
of $0.18 for the quarter  ended June 30, 1999  declined 17% over the same period
one year ago.

During  the  June  1999  quarter,   the  Company   recorded   $4.65  million  of
merger-related and facilities charges,  which consists of $1.85 million of costs
related to the  terminated  merger  agreement with Covance Inc. and $2.8 million
related  to  leasehold   abandonment   charges  resulting   primarily  from  the
centralization  of certain  facilities in North America and Europe. In addition,
the  Company  booked a $3.5  million  charge to reduce  revenue  resulting  from
lowering  the  estimated   contract   value   related  to  a  contract   payment
renegotiation,  which is  anticipated  to be resolved prior to the calendar year
end.  Reflecting  the charges above,  the Company  reported net revenue of $87.8
million,  loss from  operations of $2.1 million,  and net loss per share of $.03
for the quarter ended June 30, 1999.

PAREXEL reported new business  authorizations  of $127 million for the June 1999
quarter,  up 15% over the  prior-year  period,  and backlog at June 30, 1999 was
$356 million, up 25% over June 30, 1998.

"Fiscal 1999 was an eventful  year for  PAREXEL,  and we believe that during the
June quarter we have taken  important  steps to positively  position the company
for the  future.  We are  focusing  on our core  business,  the  second  largest
clinical  drug  development  organization  in  the  world,  and  have  commenced
reorganization  efforts in that  business to further  emphasize our client focus
and to generate  improved  operational  execution."  said Josef von  Rickenbach,
Chairman and Chief Executive Officer of PAREXEL.




For the year ended June 30,  1999,  net revenue of $348.5  million grew 22% over
the  prior  year's  net  revenue  of $285.4  million.  Before  giving  effect to
merger-related  and  facilities  charges of $4.65  million and $10.3  million in
fiscal 1999 and 1998, respectively, income from operations was $25.2 million and
$23.6  million,  reflecting  year over year growth of 7%, and earnings per share
were $0.74 and $0.70 reflecting fiscal 1999 growth of 6% over fiscal 1998.

This release contains "forward-looking"  statements regarding future results and
events,  including  statements  regarding  expected  future  growth and customer
demand.  The Company's actual future results may differ  significantly  from the
results discussed in the forward-looking  statements  contained in this release.
Factors  that might  cause such a  difference  include,  but are not limited to,
risks  associated  with:  the loss or delay of large  contracts;  the  Company's
dependence on certain  industries and clients;  the Company's  ability to manage
growth and its ability to attract and retain employees; the Company's ability to
complete  additional  acquisitions  and to integrate newly acquired  businesses;
government  regulation  of  certain  industries  and  clients;  competition  and
consolidation  within the industry;  the potential for significant  liability to
clients and third parties;  the potential  adverse impact of health care reform;
and the  effects of exchange  rate  fluctuations.  These  factors and others are
discussed  more fully in the section  entitled  "Risk  Factors" of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.

PAREXEL is one of the largest contract pharmaceutical  outsourcing organizations
in the world,  providing a broad  range of  knowledge-based  contract  research,
medical  marketing  and  consulting  services to the  worldwide  pharmaceutical,
biotechnology  and medical  device  industries.  With a commitment  to providing
clients solutions that accelerate  time-to-market  and peak market  penetration,
PAREXEL has developed significant expertise in clinical trials management,  data
management,  biostatistical analysis, medical marketing,  clinical pharmacology,
regulatory and medical consulting,  industry training and publishing,  and other
drug  development   consulting  services.  The  Company's  integrated  services,
therapeutic area depth, and sophisticated information technology, along with its
experience in global drug development and product launch services, represent key
competitive strengths.  Headquartered near Boston, MA, PAREXEL manages more than
45 locations  and has  approximately  4,200  employees  throughout  29 countries
around the world.


<PAGE>

<TABLE>
PAREXEL International Corporation
Consolidated Condensed Statement of Operations
(In thousands, except per share data)
<CAPTION>



                                                             Three months ended                         Year ended
                                                                  June 30,                                June 30,
                                                         1999 (a)             1998              1999 (a)             1998 (b)
                                                     -------------      -------------      ---------------      ---------------
<S>                                                      <C>                <C>                 <C>                  <C>
Net revenue                                               $87,764            $81,393             $348,486             $285,442
                                                     -------------      -------------      ---------------      ---------------

Costs and expenses:
  Direct costs                                             61,599             52,793              233,650              185,718
  Selling, general and administrative                      18,898             16,982               71,690               61,036
  Depreciation and amortization                             4,710              4,076               17,932               15,114
  Merger-related and facilities charges                     4,650            -                      4,650               10,273
                                                     -------------      -------------      ---------------      ---------------

Income (loss) from operations                             (2,093)              7,542               20,564               13,301

Other income, net                                           1,003                754                3,387                3,698
                                                     -------------      -------------      ---------------      ---------------

Income (loss) before income taxes                        $(1,090)            $ 8,296             $ 23,951             $ 16,999
                                                     =============      =============      ===============      ===============

Net income (loss)                                       $   (709)            $ 5,443             $ 15,622              $ 9,319
                                                     =============      =============      ===============      ===============

Earnings (loss) per common share:

  Basic                                                  $ (0.03)             $ 0.22              $  0.63              $  0.39
  Diluted                                                $ (0.03)             $ 0.22              $  0.62              $  0.38

Shares used in computing earnings (loss) per common share:

  Basic                                                    25,097             24,218               24,848               23,939
  Diluted                                                  25,097             24,969               25,128               24,825


Consolidated Balance Sheet Information
(In thousands)
                                                       June 30,           June 30,
                                                         1999               1998
                                                     -------------      -------------

Working capital                                          $132,757           $118,937
Total assets                                              333,564            261,758
Stockholders' equity                                      192,034            168,380
</TABLE>

(a) During the three months and year ended June 30, 1999, the Company recorded a
$3.5 million  charge to reduce  revenues  resulting  from lowering the estimated
contract value related to a contract payment renegotiation.  In addition, during
the same  periods,  the Company  recorded  $1.85 million in costs related to the
terminated  merger  agreement  with  Covance  Inc. and $2.8 million in leasehold
abandonment  charges  resulting  primarily  from the  centralization  of certain
facilities in North America and Europe.

(b) During the year ended June 30, 1998,  the Company  incurred $10.3 million in
merger-related costs in connection with several acquisitions accounted for under
the pooling of interests  method.  In addition,  income from  operations for the
same period  includes a noncash  charge of $1.6 million to selling,  general and
administrative  costs to adjust the receivable  reserves of acquired  businesses
and a noncash charge of $1.7 million to depreciation and amortization to reflect
the reduced useful lives of certain computer equipment.


<PAGE>
<TABLE>
PAREXEL International Corporation
Pro Forma Consolidated Condensed Statement of Operations
(In thousands, except per share data)
<CAPTION>

                                                                         For the three months ended June 30,
                                                    --------------------------------------------------------------------------------

                                                           1998                                   1999
                                                    ----------------       ---------------------------------------------------------
                                                                           Pro forma           Adjustments            As reported
<S>                                                      <C>                 <C>                 <C>           <C>        <C>
Net revenue                                               $  81,393           $ 91,264            $  (3,500)    (a)        $ 87,764
                                                    ----------------     --------------      ----------------        ---------------

Costs and expenses:
  Direct costs                                               52,793             61,599                                       61,599
  Selling, general and administrative                        16,982             18,898                                       18,898
Depreciation and amortization                                 4,076              4,710                                        4,710
Merger-related and facilities charges                      -                   -                       4,650    (b)           4,650
                                                    ----------------     --------------      ----------------        ---------------

Income (loss) from operations                                 7,542              6,057               (8,150)                (2,093)

Other income, net                                               754              1,003                                        1,003
                                                    ----------------     --------------      ----------------        ---------------

Income (loss) before income taxes                          $  8,296           $  7,060            $  (8,150)              $ (1,090)
                                                    ================     ==============      ================        ===============

Net income (loss)                                          $  5,443           $  4,588            $  (5,297)               $  (709)
                                                    ================     ==============      ================        ===============

Earnings (loss) per common share:

  Basic                                                    $   0.22            $  0.18                                    $  (0.03)
  Diluted                                                  $   0.22            $  0.18                                    $  (0.03)

Shares used in computing earnings (loss) per common share:

  Basic                                                      24,218             25,097                                       25,097
  Diluted                                                    24,969             25,258                                       25,097
</TABLE>

(a) Reduction in revenue  resulting  from lowering the estimated  contract value
related to a contract payment renegotiation.

(b) Merger-related and facilities charges include $1.85 million of costs related
to the  terminated  merger  agreement  with  Covance  Inc.  and $2.8  million in
leasehold  abandonment  charges resulting  primarily from the  centralization of
certain facilities in North America and Europe.






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