PRA International 10Q 2005 Q3 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

		For the quarterly period ended September 30, 2005

or

o		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:

PRA INTERNATIONAL

(Exact name of Registrant as Specified in Its Charter)


Delaware		54-2040171
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation)		Identification No.)

12120 Sunset Hills Road

Suite 600

Reston, Virginia 20190

(Address of principal executive offices)

(703) 464-6300

(Registrant’s telephone number, including area code)

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 þ No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of November 1, 2005, 22,776,695 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.

INDEX


		Page

Part I Financial Information
Item 1.	Financial Statements
	Consolidated Condensed Balance Sheets as of December 31, 2004 and September 30, 2005 (unaudited)		3
	Consolidated Condensed Statements of Operations (unaudited) for the Three and Nine Months Ended September 30, 2004 and 2005		4
	Consolidated Condensed Statement of Changes in Stockholders’ Equity and Other Comprehensive Income as of September 30, 2005		5
	Consolidated Condensed Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2004 and 2005		6
	Notes to Consolidated Condensed Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		28
Item 4.	Controls and Procedures		29
	Part II Other Information
Item 5.	Legal Proceedings		30
Item 6.	Exhibits and Reports on Form 8-K		30
Ex-21.1

EX-31.2
Ex-32.1
EX-32.2

PART IFINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

PRA INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(in thousands, except per share amounts)


			December 31,			September 30,
			2004			2005

						(unaudited)
ASSETS
Current assets
	Cash and cash equivalents		$	65,888		$	70,320
	Marketable securities			24,500			—
	Accounts receivable and unbilled services, net			84,480			80,563
	Prepaid expenses and other current assets			5,844			7,619
	Deferred tax assets			5,069			5,974

		Total current assets		185,781			164,476
Fixed assets, net				21,661			21,442
Goodwill				101,340			106,769
Other intangibles, net of accumulated amortization of $6,033 and $5,234 as of September 30, 2005 and December 31, 2004, respectively				25,409			24,840
Other assets				3,153			3,125

	Total assets		$	337,344		$	320,652

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
	Accounts payable		$	15,190		$	16,125
	Accrued expenses			32,437			34,911
	Income taxes payable			11,875			8,195
	Advance billings			114,801			69,879

		Total current liabilities		174,303			129,110
Deferred tax liability				9,349			7,344
Other liabilities				3,313			4,333

		Total liabilities		186,965			140,787

Stockholders’ equity
Common stock $0.01 par value; 36,000,000 shares authorized as of September 30, 2005 and December 31, 2004; 22,705,847 and 22,337,822 shares issued and outstanding as of September 30, 2005 and December 31, 2004, respectively				223			227
Treasury stock				(93	)		(93	)
Additional paid-in capital — common stock				124,737			128,864
Accumulated other comprehensive income				2,858			3,491
Retained earnings				22,654			47,376

Total stockholders’ equity				150,379			179,865

		Total liabilities and stockholders’ equity	$	337,344		$	320,652

The accompanying notes are an integral part of these financial statements.

PRA INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share amounts)


			Three Months Ended						Nine Months Ended
			September 30,						September 30,

			2004			2005			2004			2005

Revenue
Service revenue			$	70,311		$	75,567		$	206,271		$	225,191
Reimbursement revenue				7,550			7,602			23,443			24,585

		Total revenue		77,861			83,169			229,714			249,776
Operating expenses
Direct costs				32,814			34,537			98,889			103,973
Reimbursable out-of-pocket costs				7,550			7,602			23,443			24,585
Selling, general, and administrative				23,576			24,654			67,380			74,325
Option purchase				—			—			3,713			—
Employee per option bonus related to tender				402			—			2,274			—
Depreciation and amortization				2,355			2,856			7,050			8,479
Management fee				200			—			600			—

		Income from operations		10,964			13,520			26,365			38,414
Interest expense				(867	)		(132	)		(2,610	)		(349	)
Interest income				96			380			269			1,228
Other income (expense), net				(843	)		(292	)		832			(786	)

Income before income taxes				9,350			13,476			24,856			38,507
Provision for income taxes				3,383			4,267			8,998			13,785

		Net income	$	5,967		$	9,209		$	15,858		$	24,722

Net income per share
	Basic		$	0.33		$	0.41		$	0.88		$	1.10
	Diluted		$	0.29		$	0.38		$	0.79		$	1.01
Weighted average number of common shares outstanding
	Basic			18,113			22,548			17,944			22,436
	Diluted			20,301			24,477			19,949			24,362

The accompanying notes are an integral part of these financial statements.

PRA INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’

EQUITY AND OTHER COMPREHENSIVE INCOME

(in thousands, except per share amounts)


										Additional
										Paid-In			Accumulated			Retained
	Common Stock				Treasury Stock					Capital —			Other			Earnings/					Other
										Common			Comprehensive			(Accumulated					Comprehensive
	Shares		Amount		Shares		Amount			Stock			Income/(Loss)			Deficit)		Total			Income

Balance as of December 31, 2004		22,337,822	$	223		14,216	$	(93	)	$	124,737		$	2,858		$	22,654	$	150,379
Exercise of common stock options		368,025		4		—		—			1,885			—			—		1,889
Net income		—		—		—		—			—			—			24,722		24,722		$	24,722
Issuance costs related to public offerings		—		—		—		—			(600	)		—			—		(600	)
Stock option tax benefit											2,842								2,842
Other comprehensive income:
Foreign currency translation adjustment, net of tax		—		—		—		—			—			811			—		811			811
Fair market value adjustments on cash flow hedge, net of tax		—		—		—		—			—			(178	)		—		(178	)		(178	)

Comprehensive income																					$	25,355

Balance as of September 30, 2005 (unaudited)		22,705,847	$	227		14,216	$	(93	)	$	128,864		$	3,491		$	47,376	$	179,865

The accompanying notes are an integral part of these financial statements

PRA INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS0

(in thousands)


				Nine Months Ended
				September 30,

				2004			2005

				(unaudited)
Cash flow from operating activities
Net income				$	15,858		$	24,722
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
	Depreciation and amortization				7,050			8,479
	Provision for doubtful receivables				2,692			370
	Provision (benefit) for deferred income taxes				2,627			(3,035	)
	Changes in assets and liabilities:
		Accounts receivable and unbilled services			5,389			1,547
		Prepaid expenses and other assets			28			(1,390	)
		Accounts payable and accrued expenses			(288	)		5,814
		Income taxes			6,331			(3,391	)
		Advance billings			(8,650	)		(42,060	)

			Net cash provided by (used in) operating activities		31,037			(8,944	)

Cash flow from investing activities
Purchase of fixed assets					(5,943	)		(8,037	)
Disposal of fixed assets					621			97
Purchase of marketable securities					—			(22,375	)
Proceeds from marketable securities					—			46,875
Cash paid for acquisitions, net of cash acquired					(200	)		(7,297	)

			Net cash provided by (used in) investing activities		(5,522	)		9,263

Cash flow from financing activities
Proceeds from issuance of debt					5,000			—
Repayment of debt and capital leases					(18,535	)		(138	)
Issuance of stockholder notes receivable					(1,777	)		—
Payment of dividends					(16,851	)		—
Purchase of treasury stock					(93	)		—
Stock option tax benefit					—			2,842
Issuance costs related to public offerings					—			(600	)
Proceeds from stock option and warrant exercises					2,639			1,889

		Net cash provided by (used in) financing activities			(29,617	)		3,993
Effect of exchange rate on cash and cash equivalents					412			120

Increase (decrease) in cash and cash equivalents					(3,690	)		4,432
Cash and cash equivalents at beginning of period					32,328			65,888

Cash and cash equivalents at end of period				$	28,638		$	70,320

Supplemental disclosure of cash flow information
	Cash paid for taxes			$	2,249		$	16,850

	Cash paid for interest			$	2,248		$	213

The accompanying notes are an integral part of these financial statements.

PRA INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(1) Basis of Preparation

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. The balance sheet at December 31, 2004 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. You should read these consolidated financial statements together with the historical consolidated condensed financial statements of PRA International and subsidiaries for the years ended December 31, 2004, 2003, and 2002 included in our Annual Report on Form 10-K for the year ended December 31, 2004.

(2) Significant Accounting Policies


	*Principles of Consolidation*

The accompanying consolidated condensed financial statements include the accounts and results of operations of the Company. All significant intercompany balances and transactions have been eliminated. Investments in which the Company exercises significant influence, but which do not control, are accounted for under the equity method of accounting. To date, such investments have been immaterial.


	*Use of Estimates*

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In particular, the Company’s method of revenue recognition requires estimates of costs to be incurred to fulfill existing long-term contract obligations. Actual results could differ from those estimates. Estimates are also used when accounting for certain items such as provision for doubtful receivables, depreciation and amortization, asset impairment, certain acquisition-related assets and liabilities, income taxes, fair market value determinations, and contingencies.


	*Marketable securities*

The Company had short-term investments in Auction Rate Securities, or ARS. ARS generally have long-term stated maturities of 20 to 30 years. However, these securities have certain economic characteristics of short-term investments due to a rate-setting mechanism and the ability to liquidate them through a Dutch auction process that occurs on pre-determined intervals of less than 90 days. As such, these investments are classified as short-term investments. The Company’s short-term investments were classified as available-for-sale securities due to management’s intent regarding these securities. At December 31, 2004, the Company held $24.5 million in marketable securities. During the first nine months of 2005, additional positions were purchased, however all positions were sold prior to September 30, 2005.

PRA INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)


	*Unbilled Services*

Unbilled services represent amounts earned for services that have been rendered but for which clients have not been billed and include reimbursement revenue. Unbilled services are generally billable upon submission of appropriate billing information, achievement of contract milestones or contract completion.


	*Fair Value of Financial Instruments*

The carrying amount of financial instruments, including cash and cash equivalents, trade receivables, contracts receivable, other current assets, accounts payable, and accrued expenses, approximate fair value due to the short maturities of these instruments.


	*Goodwill and Other Intangibles*

The Company follows Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (SFAS No. 142), whereby goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment annually or more frequently if an event or circumstance indicates that an impairment loss may have been incurred. Separate intangible assets that have finite useful lives continue to be amortized over their estimated useful lives. The most recent annual test performed for 2004 did not identify any instances of impairment and there were no events through September 30, 2005 that warranted a reconsideration of our impairment test results.


	*Advance Billings*

Advance billings represent amounts associated with services, reimbursement revenue and investigator fees that have been received but have not yet been earned or paid.


	*Revenue Recognition*

Revenue from fixed-price contracts are recorded on a proportional performance basis. To measure performance, the Company compares the direct costs incurred to estimated total direct contract costs through completion. The estimated total direct costs are reviewed and revised periodically throughout the lives of the contracts, with adjustments to revenue resulting from such revisions being recorded on a cumulative basis in the period in which the revisions are first identified. Direct costs consist primarily of direct labor and other related costs. Revenue from time and materials contracts are recognized as hours are incurred, multiplied by contractual billing rates.

A majority of the Company’s contracts undergo modifications over the contract period and the Company’s contracts provide for these modifications. During the modification process, the Company recognizes revenue to the extent it incurs costs, provided client acceptance is deemed reasonably assured and amounts are reasonably estimable.

If it is determined that a loss will result from performance under a contract, the entire amount of the loss is charged against income in the period in which the determination is made.


	*Reimbursement Revenue and Reimbursable Out-of-Pocket Costs*

In addition to the various contract costs previously described, the Company incurs out-of-pocket costs, in excess of contract amounts, which are reimbursable by its customers. The Company includes out-of-pocket costs as reimbursement revenue and reimbursable out-of-pocket costs in the consolidated statements of operations.

As is customary in the industry, the Company routinely enters into separate agreements on behalf of its clients with independent physician investigators in connection with clinical trials. The reimbursements

PRA INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

received for investigator fees are netted against the related cost, since such fees are the primary obligation of the Company’s clients, on a “pass-through basis,” without risk or reward to the Company. The Company is not obligated either to perform the service or to pay the investigator in the event of default by the client. The amounts identified for payment to investigators were $16.1 million and $44.5 million for the three and nine months ending September 30, 2005 and $12.1 million and $40.9 million for the three and nine months ending September 30, 2004, respectively.


	*Significant Customers*

Service revenue from individual customers greater than 10% of consolidated service revenue in the respective periods was as follows:


	Three Months						Nine Months
	Ended						Ended
	September 30,						September 30,

	2004			2005			2004			2005

Customer A		17	%		13	%		14	%		13	%
Customer B		*			10	%		*			11	%
Customer C		13	%		11	%		12	%		10	%


*	Less than 10% of consolidated service revenues in the respective period.

Due to the nature of the Company’s business and the relative size of certain contracts, it is not unusual for a significant customer in one year to be less significant in the next.


	*Concentration of Credit Risk*

Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, accounts receivable, and unbilled services. As of September 30, 2005, substantially all of the Company’s cash and cash equivalents were held in or invested with domestic banks. Accounts receivable include amounts due from pharmaceutical and biotechnology companies. Accounts receivable from individual customers that are equal to or greater than 10% of consolidated accounts receivable in the respective periods were as follows:


	December 31,			September 30,
	2004			2005

Customer A		16	%		10	%
Customer B		*			*
Customer C		15	%		*


*	Less than 10% of consolidated accounts receivable as of the end of each period.

The Company establishes an allowance for potentially uncollectible receivables. In management’s opinion, there is no additional material credit risk beyond amounts provided for such losses.


	*Foreign Currency Translation*

The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at exchange rates in effect as of the end of the period. Equity activities are translated at the spot rate effective at the date of the transaction. Revenue and expense accounts and cash flows of these operations are translated at average exchange rates prevailing during the period the transactions occurred. Translation gains and losses are included as an adjustment to the accumulated other comprehensive income account in stockholders’ equity.

PRA INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Transaction gains and losses are included in other income (expenses), net, in the accompanying Consolidated Condensed Statements of Operations.


	*Comprehensive Income (Loss)*

For the year ended December 31, 2004, the components of comprehensive income include the foreign currency translation adjustment and an adjustment resulting from a change in the fair value of an interest rate agreement. During 2005, the Company entered into foreign currency contracts. These instruments qualify as cash flow hedges, thus the effective portion of the gain or loss on the instrument is recorded in other comprehensive income. Comprehensive income was $9.9 million and $25.4 million for the three and nine months ended September 30, 2005 and $6.8 million and $16.6 million for the three and nine months ended September 30, 2004, respectively.


	*Stock-Based Compensation*

The Company measures compensation expense for its employee stock-based compensation in accordance with the intrinsic value method under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). Under this method, when the exercise price of options granted to employees is less than the fair value of the underlying stock on the grant date, compensation expense is recognized over the applicable vesting period. As the exercise price of the stock option has equaled or exceeded the fair market value of the underlying common stock at the date of each grant, no compensation expense has been recorded. The Company has adopted the disclosure-only provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148. Had compensation cost been determined based on the stock’s fair market value at the grant dates for awards under the Company’s stock option plan in accordance with SFAS No. 123, the Company’s net income would have been as follows:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,

	2004			2005			2004			2005

	(Dollars in thousands, except per share amounts)
Net income, as reported	$	5,967		$	9,209		$	15,858		$	24,722
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax		(76	)		(380	)		(231	)		(1,049	)

SFAS No. 123 pro forma net income	$	5,891		$	8,829		$	15,627		$	23,673

Basic net income per share, as reported	$	0.33		$	0.41		$	0.88		$	1.10
Basic net income per share, pro forma	$	0.33		$	0.39		$	0.87		$	1.06
Diluted net income per share, as reported	$	0.29		$	0.38		$	0.79		$	1.01
Diluted net income per share, pro forma	$	0.29		$	0.36		$	0.78		$	0.97

These pro forma amounts may not be representative of future disclosures since the estimated fair value of stock options is amortized to expense over the vesting period, and additional options may be granted in future years.


	*Net income per share*

Basic income per common share is computed by dividing reported net income by the weighted average number of common shares and common shares obtainable upon the exchange of exchangeable shares outstanding during each period.

PRA INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Diluted income per common share is computed by dividing reported net income by the weighted average number of common shares, common shares obtainable upon the exchange of exchangeable shares, and dilutive common equivalent shares outstanding during each period. Dilutive common equivalent shares consist of stock options and warrants.

Recent Accounting Pronouncements

In December 2004 the FASB issued revised SFAS No. 123(R), “Share-Based Payment.” SFAS 123(R) requires that a public entity measure and recognize in the statement of operations the cost of equity based service awards based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award or the vesting period. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Adoption of SFAS 123(R) is required for fiscal years beginning after June 15, 2005. The Company is evaluating SFAS 123(R), including the transition alternatives available to it, and believes it will reduce operating earnings after adoption, but will not impact the Company’s financial position or cash flows.

(3) Accounts Receivable and Unbilled Services

Accounts receivable and unbilled services include service revenue, reimbursement revenue, and amounts associated with work performed by investigators (dollars in thousands):


	December 31,			September 30,
	2004			2005

Accounts receivable	$	59,384		$	43,965
Unbilled services		29,993			41,809

		89,377			85,774
Less: Allowance for doubtful accounts		(4,897	)		(5,211	)

	$	84,480		$	80,563

(4) Goodwill and Other Intangibles

The changes in the carrying amount of goodwill for the twelve months ended December 31, 2004 and the nine months ended September 30, 2005 were as follows (dollars in thousands):


Carrying amount as of December 31, 2004	$	101,340
Acquisitions		5,753
Foreign currency exchange rate changes		(324	)

Carrying amount as of September 30, 2005	$	106,769

PRA INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Other intangibles consist of the following (dollars in thousands):


	Weighted		As of December 31, 2004						As of September 30, 2005
	Average
	Amortization		Gross				Net		Gross				Net
	Period		Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	(in Years)		Amount		Amortization		Amount		Amount		Amortization		Amount

Non-compete and other agreements		2	$	2,776	$	2,442	$	334	$	2,518	$	2,347	$	171
Customer relationships		10		7,897		2,319		5,578		8,500		3,212		5,287
Trade names		Indefinite		19,970		473		19,497		19,855		474		19,382

			$	30,643	$	5,234	$	25,409	$	30,873	$	6,033	$	24,840

Amortization expense related to other intangibles was approximately $0.3 million and $0.8 million for the three and nine months ended September 30, 2005 and September 30, 2004, respectively. Estimated amortization expense for the next five years is as follows:


	(in thousands)
2005 (remaining 3 months)	$	287
2006		933
2007		863
2008		850
2009 and thereafter		2,525

	$	5,458

(5) Stock and Option Repurchase and Dividend and Bonus Payment

In January 2004, the Company closed its tender offer to repurchase shares and vested options. The Company repurchased 14,216 shares of common stock and recorded treasury stock for $0.1 million. The Company also repurchased 843,260 vested stock options, primarily from a former employee, which resulted in an operating compensation expense of $3.7 million.

Subsequent to the closure of the tender offer, the board of directors declared a $0.94 per share dividend payable to all stockholders and a $0.94 per option bonus to all current employee option holders. The total dividend amount of $16.9 million was recorded as a reduction of retained earnings. For the portion of the bonus relating to vested options, the Company recorded bonus expense of $2.7 million. The total compensation expense recognized during 2004 as a result of the option repurchase and per option bonus payment was $6.5 million.

(6) Accounting for Derivative Instruments and Hedging Activities

During the first quarter, the Company entered into foreign currency contracts to mitigate exposure to movements between the U.S. dollar and the British pound and the U.S. dollar and Euro. The Company agreed to purchase a given amount of British pounds and Euros at established dates throughout 2005. The transactions were structured as collars whereby the Company will neither pay more than an established ceiling exchange rate nor less than an established floor exchange rate on the notional amounts hedged. These derivatives are accounted for in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” The Company recognizes derivatives as instruments as either assets or liabilities in the balance sheet and measures them at fair value. These derivative instruments are designated and qualify as cash flow hedges, therefore, the effective portion of the gain or loss on the derivative instrument is recorded in

PRA INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

accumulated other comprehensive income as a separate component of shareholders’ equity and subsequently reclassified into earnings in the period during which the hedged transaction is recognized in earnings.

(7) Commitments and Contingencies


	*Legal Proceedings*

The Company is involved in legal proceedings from time to time in the ordinary course of its business, including employment claims and claims related to other business transactions. Although the outcome of such claims is uncertain, management believes that these legal proceedings will not have a material adverse effect on the financial condition or results of future operations of the Company.

The Company was involved in an arbitration proceeding with Cell Therapeutics, Inc. (formerly Novuspharma S.p.A.) before the International Chamber of Commerce, International Court of Arbitration (the “Court”) related to a dispute over the performance of clinical trial services. The Company sought payment of approximately $0.7 million for unpaid services and expenses. Cell Therapeutics counterclaimed and sought $3.8 million for refunds of prior payments, $4.6 million for recuperation of lost investments, $20.3 million for expenses incurred, and unspecified damages for loss of commercial reputation and profits. In July 2004, the International Court of Arbitration conducted a hearing on this matter in Geneva, Switzerland. On October 4, 2005, the Company was informed of the Court’s decision, dated September 27, 2005. The Court awarded 317,156 Euros plus interest to the Company for unpaid services and expenses. The Court awarded 892,080 Euros plus interest to Cell Therapeutics, Inc for damages and refunds of prior payments. Therefore, as a net amount, the Company paid Novuspharma a total amount of approximately 560,000 Euros (inclusive of interest) as the final award.

(8) Related-Party Transactions

The Company leases operating facilities from a related party. The leases, which have a renewal option, began on April 1, 1997, and expired on September 30, 2004. Two of the four leases were extended through July 2005 and another one was extended through September 2009. The leases feature fixed annual rent increases of approximately 2.7%. Rental expense under these leases was approximately $0.2 million and $1.0 million for the three and nine months ended September 30, 2005, and $0.4 million and $1.1million for the three and nine months ended September 30, 2004, respectively.

Prior to the Company’s initial public offering, management fees were paid to its majority stockholder. The Company recorded management fees of $0.2 million and $0.6 million for the three and nine months ended September 30, 2004, respectively. In connection with the initial public offering, the management fee arrangement was terminated.

PRA INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

(9) Segment Reporting — Operations by Geographic Area

The Company’s operations consist of one reportable segment, which represents management’s view of the Company’s operations based on its management and internal reporting structure. The following table presents certain enterprise-wide information about the Company’s operations by geographic area (dollars in thousands):


		Three Months Ended				Nine Months Ended
		September 30,				September 30,

		2004		2005		2004		2005

Service revenue
	North America	$	49,363	$	49,652	$	145,403	$	150,542
	Europe		19,360		23,533		56,481		67,845
	Other		1,588		2,382		4,387		6,804

		$	70,311	$	75,567	$	206,271	$	225,191


		December 31,		September 30,
		2004		2005

Long-lived assets
	North America	$	133,738	$	138,363
	Europe		16,512		16,512
	Other		1,313		1,301

		$	151,563	$	156,176


ITEM 2.	*MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS*

The following discussion and analysis should be read in conjunction with the financial statements and related notes and the other financial information included elsewhere in this report. This discussion contains forward-looking statements about our business and operations. Our actual results could differ materially from those anticipated in such forward-looking statements.

Overview

We provide clinical drug development services on a contract basis to biotechnology and pharmaceutical companies worldwide. We conduct clinical trials globally and are one of a limited number of CROs with the capability to serve the growing need of pharmaceutical and biotechnology companies to conduct complex clinical trials in multiple geographies concurrently. We offer our clients high-quality services designed to provide data to clients as rapidly as possible and reduce product development time. We believe our services enable our clients to introduce their products into the marketplace faster and, as a result, maximize the period of market exclusivity and monetary return on their research and development investments. Additionally, our comprehensive services and broad experience provide our clients with a variable cost alternative to fixed cost internal development capabilities.

Contracts determine our relationships with clients in the pharmaceutical and biotechnology industries and establish the way we are to earn revenue. Two types of relationships are most common: a fixed-price contract or a time and materials contract. The duration of our contracts ranges from a few months to several years. A fixed-price contract typically requires a portion of the contract fee to be paid at the time the contract is entered into and the balance is received in installments over the contract’s duration, in most cases when certain performance targets or milestones are reached. Service revenue from fixed-price contracts is generally recognized on a proportional performance basis, measured principally by the total costs incurred as a percentage of estimated total costs for each contract. We also perform work under time and materials contracts, recognizing service revenue as hours are incurred, which is then multiplied by the contractual billing rate. Our costs consist of expenses necessary to carry out the clinical development project undertaken by us on behalf of the client. These costs primarily include the expense of obtaining appropriately qualified labor to administer the project, which we refer to as direct cost headcount. Other costs we incur are attributable to the expense of operating our business generally, such as leases and maintenance of information technology and equipment.

We review various financial and operational metrics, including service revenue, margins, earnings, new business awards, and backlog to evaluate our financial performance. Our service revenue was $277.5 million in 2004 and $75.6 million and $225.2 million for the three and nine months ended September 30, 2005, respectively. Once contracted work begins, service revenue is recognized over the life of the contract as services are performed. We commence service revenue recognition when a contract is signed or when we receive a signed letter of intent.

Our new business awards for the nine months ended September 30, 2004 and 2005 were $263.8 million and $317.4 million, respectively. New business awards arise when a client selects us to execute its trial and so indicates by written or electronic correspondence. The number of new business awards can vary significantly from quarter to quarter, and awards can have terms ranging from several months to several years. The value of a new award is the anticipated service revenue over the life of the contract, which does not include reimbursement activity or investigator fees.

Our backlog consists of anticipated service revenue from new business awards that either have not started but are anticipated to begin in the near future or are contracts in process that have not been completed. Backlog varies from period to period depending upon new business awards and contract increases, cancellations, and the amount of service revenue recognized under existing contracts. Our backlog at September 30, 2004 and 2005 was $376 million and $494 million, respectively.

Income from operations was $11.0 million and $13.5 million for the quarters ended September 30, 2004 and 2005, respectively. We attribute the improvement in productivity in part to management initiatives focused on improving staff deployment, the reduction of per employee training costs, and the rollout of our ISO initiative.


	*Service Revenue*

We recognize service revenue from fixed-price contracts on a proportional performance basis as services are provided. To measure performance on a given date, we compare each contract’s direct cost incurred to such contract’s total estimated direct cost through completion. We believe this is the best indicator of the performance of the contractual obligations because the costs relate to the amount of labor incurred to perform the service revenues. For time and materials contracts, revenue is recognized as hours are incurred, multiplied by contractual billing rates. Our contracts often undergo modifications, which can change the amount of and the period of time in which to perform services. Our contracts provide for such modifications.

Most of our contracts can be terminated by our clients after a specified period, typically 30 to 60 days, following notice by the client. In the case of early termination, these contracts typically require payment to us of expenses to wind down a study, payment to us of fees earned to date, and in some cases, a termination fee or some portion of the fees or profit that we could have earned under the contract if it had not been terminated early. Based on ethical, regulatory, and health considerations, this wind-down activity may continue for several quarters or years.


	*Reimbursement Revenue and Reimbursable Out-of-Pocket Costs*

We incur out-of-pocket costs, which are reimbursable by our customers. We include these out-of-pocket costs as reimbursement revenue and reimbursable out-of-pocket expenses in our consolidated statement of operations. In addition, we routinely enter into separate agreements on behalf of our clients with independent physician investigators, to whom we pay fees, in connection with clinical trials. These investigator fees are not reflected in our service revenue, reimbursement revenue, reimbursable out-of-pocket costs, and/or direct costs, since such fees are reimbursed by our clients, on a “pass-through” basis, without risk or reward to us, and we are not otherwise obligated to either perform the service or to pay the investigator in the event of default by the client. Reimbursement costs and investigator fees are not included in our backlog.


	*Direct Costs*

Direct costs consist of amounts necessary to carry out the revenue and earnings process, and include direct labor and related benefit charges and other costs primarily related to the execution of our contracts. Direct costs as a percentage of service revenue fluctuate from one period to another as a result of changes in labor utilization in the multitude of studies conducted during any period of time.


	*Selling, General, and Administrative Expenses*

Selling, general, and administrative expenses consist of administration payroll and benefits, marketing expenditures, and overhead costs such as information technology and facilities costs. These expenses also include central overhead costs that are not directly attributable to our operating business and include certain costs related to insurance, professional fees, and property.


	*Depreciation and Amortization*

Depreciation represents the depreciation charged on our fixed assets. The charge is recorded on a straight-line method, based on estimated useful lives of three to seven years for computer hardware and software and seven years for furniture and equipment. Leasehold improvements are depreciated over the shorter of ten years or the lease term. Amortization expenses consist of amortization costs recorded on identified finite-lived intangible assets on a straight-line method over their estimated useful lives. Goodwill and indefinite-lived intangible assets were being amortized prior to January 1, 2002. Pursuant to

SFAS No. 142 “Goodwill and Other Intangible Assets” we do not amortize goodwill and indefinite-lived intangible assets.


	*Income Taxes*

Because we conduct operations on a global basis, our effective tax rate has and will continue to depend upon the geographic distribution of our pre-tax earnings among several statutory foreign jurisdictions with varying tax rates. Our effective tax rate can also vary based on changes in the tax rates of different jurisdictions. Our effective tax rate is also impacted by either the generation or utilization of net operating loss carryforwards and other tax credits.

Our foreign subsidiaries are taxed separately in their respective jurisdictions. As of September 30, 2005 we had cumulative foreign net operating loss carryforwards of approximately $10.5 million. The carryforward periods for these losses vary from four years to an indefinite number of years depending on the jurisdiction. Our ability to offset future taxable income with the foreign net operating loss carryforwards may be limited in certain instances, including changes in ownership. No benefit for these foreign net operating losses has been recognized for financial statement purposes.


	*Exchange Rate Fluctuations*

The majority of our foreign operations transact in the euro, pound sterling, or Canadian dollar. As a result, our revenue is subject to exchange rate fluctuations with respect to these currencies. We have translated these currencies into U.S. dollars using the following average exchange rates:


		September 30,		December 31,		September 30,
		2004		2004		2005

U.S. Dollars per:
	Euro		1.22		1.25		1.25
	Pound Sterling		1.82		1.84		1.84
	Canadian Dollar		0.75		0.77		0.82


	*Results of Operations*

Many of our current contracts include clinical trials covering multiple geographic locations. We utilize the same management systems and reporting tools to monitor and manage these activities on the same basis worldwide. For this reason, we consider our operations to be a single business unit, and we present our results of operations as a single reportable segment.

The following table summarizes certain statement of operations data as a percentage of service revenue for the periods shown. We monitor and measure costs as a percentage of service revenue rather than total revenue as this is a more meaningful comparison and better reflects the operations of our business.


											Nine Months
											Ended
		Year Ended December 31,									September 30,

		2002			2003			2004			2004			2005

Service revenue			100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Direct costs			53.7			51.1			48.3			47.9			46.2
Selling, general, and administrative			32.8			32.5			32.5			32.7			33.0
Depreciation and amortization			4.0			3.6			3.5			3.4			3.8
Management fee			0.5			0.3			0.3			0.3			—
Option repurchase			—			—			1.3			1.8			—
Vested option bonus			—			—			0.9			1.1			—

	Income from operations		9.0			12.5			13.1			12.8			17.0
Interest expense			(2.4	)		(2.9	)		(1.4	)		(1.3	)		(0.1	)
Interest income			0.1			0.1			0.1			0.1			0.5
Other income (expenses), net			(0.4	)		(1.6	)		0.0			0.4			(0.3	)

Income before income taxes			6.3			8.1			11.8			12.1			17.1
Provision for income taxes			3.1			2.8			4.3			4.4			6.1

Net income			3.2	%		5.3	%		7.5	%		7.7	%		11.0	%


	*Selected Consolidated Financial Data*

The following table represents selected historical consolidated financial data. The statement of operations data for the years ended December 31, 2002, 2003 and 2004 and balance sheet data at December 31, 2003 and 2004 are derived from our audited consolidated financial statements incorporated by reference to Form 10-K filed on March 18, 2005. The historical results are not necessarily indicative of the operating results to be expected in the future. The selected financial data should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and notes to the financial statements.


												Nine Months Ended
			Year Ended December 31,									September 30,

			2002			2003			2004			2004			2005

												(unaudited)			(unaudited)
Revenue
	Service revenue		$	176,365		$	247,888		$	277,479		$	206,271		$	225,191
	Reimbursement revenue			24,648			42,109			30,165			23,443			24,585

		Total revenue	$	201,013		$	289,997		$	307,644		$	229,714		$	249,776
Operating expenses
	Direct costs			94,761			126,501			134,067			98,889			103,973
	Reimbursable out-of-pocket costs			24,648			42,109			30,165			23,443			24,585
	Selling, general, and administrative			57,897			80,585			90,139			67,380			74,325
	Depreciation and amortization			6,956			8,967			9,691			7,050			8,479
	Management fee			800			800			704			600			—
	Option repurchase(1)			—			—			3,713			3,713			—
	Vested option bonus(1)			—			—			2,738			2,274			—

Income from operations				15,951			31,035			36,427			26,365			38,414
Interest income (expense), net				(4,100	)		(6,856	)		(3,643	)		(2,341	)		879
Other income (expenses), net				(721	)		(4,023	)		(38	)		832			(786	)

Income before income taxes				11,130			20,156			32,746			24,856			38,507
Provision for income taxes				5,493			6,909			11,997			8,998			13,785

Net income			$	5,637		$	13,247		$	20,749		$	15,858		$	24,722

Net income per share
	Basic		$	0.37		$	0.83		$	1.13		$	0.88		$	1.10
	Diluted		$	0.32		$	0.71		$	1.02		$	0.79		$	1.01
Shares used to compute net income per share:
	Basic			15,204,232			15,965,408			18,442,313			17,944,312			22,436,480
	Diluted			17,557,632			18,666,012			20,329,852			19,949,128			24,362,464
Other Financial Data:
Net cash provided by (used in) operating activities			$	28,442		$	2,058		$	71,636		$	31,037		$	(8,944	)
Net cash provided by (used in) investing activities				(24,625	)		(9,599	)		(32,350	)		(5,522	)		9,263
Net cash provided by (used in) financing activities				(14,581	)		26,028			(6,430	)		(29,617	)		3,993


										Nine Months Ended
	Year Ended December 31,									September 30,

	2002			2003			2004			2004			2005

										(unaudited)			(unaudited)
Non-GAAP Data:
Adjusted EBITDA(2)	$	22,186		$	35,979		$	52,531		$	40,234		$	46,107
Adjusted EBITDA as a % of service revenue		12.6	%		14.5	%		18.9	%		19.5	%		20.5	%
EBITDA(2)	$	22,186		$	35,979		$	46,080		$	34,247		$	46,107
EBITDA as a % of service revenue		12.6	%		14.5	%		16.6	%		16.6	%		20.5	%


									Nine Months Ended
	Year Ended December 31,								September 30,

	2002			2003			2004		2004			2005

									(unaudited)			(unaudited)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	13,798		$	32,328		$	65,888	$	28,638		$	70,320
Marketable securities		—			—			24,500		—			—
Working capital		(43,429	)		(8,449	)		11,478		(18,566	)		35,366
Total assets		254,547			298,558			337,344		282,988			320,652
Long-term debt and capital leases, less current maturities		32,509			57,810			75		46,797			11
Stockholders’ equity		59,088			74,565			150,379		75,148			179,865


(1)	Includes a $3.7 million charge for the repurchase of options, predominantly from former employees, and a $2.7 million ($2.3 million through September 30, 2004) charge for a per-vested-option bonus paid to all employee option holders, both of which were executed in connection with the culmination of the January 2004 tender process.

(2)	Adjusted EBITDA and EBITDA are not substitutes for operating income, net income, or cash flow from operating activities as determined in accordance with GAAP as measures of performance or liquidity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.” For each of the periods indicated, the following table sets forth a reconciliation of EBITDA and Adjusted EBITDA to net cash provided by (used in) operating activities and to net income.


											Nine Months Ended
		Year Ended December 31,									September 30,

		2002			2003			2004			2004			2005

											(unaudited)			(unaudited)
Adjusted EBITDA		$	22,186		$	35,979		$	52,531		$	40,234		$	46,107
	Option repurchase		—			—			(3,713	)		(3,713	)		—
	Vested option bonus		—			—			(2,738	)		(2,274	)		—

EBITDA			22,186			35,979			46,080			34,247			46,107
	Depreciation and amortization		(6,956	)		(8,967	)		(9,691	)		(7,050	)		(8,479	)
	Interest expense, net		(4,100	)		(6,856	)		(3,643	)		(2,341	)		879
	Provision for income taxes		(5,493	)		(6,909	)		(11,997	)		(8,998	)		(13,785	)


												Nine Months Ended
			Year Ended December 31,									September 30,

			2002			2003			2004			2004			2005

												(unaudited)			(unaudited)
Net income				5,637			13,247			20,749			15,858			24,722
	Depreciation and amortization			6,956			8,967			9,691			7,050			8,479
	Provision for doubtful receivables			1,888			4,851			1,914			2,692			370
	Amortization of debt discount			379			1,642			—			—			—
	Stock-based compensation			—			—			—			—			—
	Provision for deferred income taxes			(1,228	)		(3,997	)		2,606			2,627			(3,035	)
	Debt issuance costs write-off			—			750			1,241			—			—
	Changes in assets and liabilities:
		Accounts receivable and unbilled services		(29,251	)		(18,538	)		15,373			5,389			1,547
		Prepaid expenses and other assets		1,444			408			1,226			28			(1,390	)
		Accounts payable and accrued expenses		3,481			(4,873	)		7,793			(288	)		5,814
		Income taxes		989			(481	)		12,150			6,331			(3,391	)
		Advance billings		38,147			82			(1,107	)		(8,650	)		(42,060	)

Net cash provided by (used in) operating activities			$	28,442		$	2,058		$	71,636		$	31,037		$	(8,944	)


	*Three Months Ended September 30, 2005 Compared to Three Months Ended September 30, 2004*

Service revenue increased by $5.3 million, or 7.5%, from $70.3 million for the third quarter of 2004 to $75.6 million for the third quarter of 2005 due to the expansion of our services to both existing and new clients and a favorable impact from foreign currency fluctuations of approximately $0.2 million. On a geographic basis, service revenue for the third quarter of 2005 was distributed as follows: North America $49.7 million (65.7%), Europe $23.5 million (31.1%), and rest of world $2.4 million (3.2%). For the third quarter of 2004 service revenue was distributed as follows: North America $49.4 million (70.3%), Europe $19.3 million (27.4%), and rest of world $1.6 million (2.3%).

Direct costs increased by $1.7 million, or 5.2%, from $32.8 million for the third quarter of 2004 to $34.5 million for the third quarter of 2005, due to increased personnel costs needed to support increased project related activity, from an average of 1,814 employees for the third quarter of 2004 to an average of 1,882 for the third quarter of 2005, and were affected by an unfavorable impact from foreign currency fluctuations of approximately $0.1 million. Direct costs as a percentage of service revenue decreased from 46.7% for the third quarter of 2004 to 45.6% for the third quarter of 2005. The improvement was a function of our attention to the efficient execution of project work. Of note was a continued improvement during the quarter in our gross margin for project work executed in certain European and Southern Hemisphere locations.

Selling, general, and administrative expenses increased by $1.1 million, or 4.7%, from $23.6 million for the third quarter of 2004 to $24.7 million for the third quarter of 2005 and were not significantly affected by an impact from foreign currency fluctuations. Approximately $1.0 million of this increase is related to labor costs incurred to support increased operational activity. Selling, general, and administrative expenses as a percentage of service revenue were 33.6% for the third quarter of 2004 and 32.7% for the third quarter of 2005, resulting in part from the impact of the level and timing of activities related to the implementation of our Sarbanes-Oxley compliance program.

Depreciation and amortization expense increased by approximately $0.5 million, or 20.8%, from $2.4 million for the third quarter of 2004 to $2.9 million for the third quarter of 2005. This increase is due to continued investment in facilities and information technology to support our growth. Depreciation and amortization expense as a percentage of service revenue was 3.4% for the third quarter of 2004 and 3.8% for the third quarter of 2005.

Income from operations increased by $2.5 million, or 22.7%, from $11.0 million for the third quarter of 2004 to $13.5 million for the third quarter of 2005. Income from operations as a percentage of service revenue increased from 15.6% for the third quarter of 2004 to 17.9% for the third quarter of 2005. The increase in income from operations resulted from improved operating leverage across the company.

Interest income, net increased by $1.0 million, or 125.0%, from expense of $0.8 million for the third quarter of 2004 to income of $0.2 million for the third quarter of 2005. This increase is due to the interest earned from the cash proceeds from our initial public offering and extinguishment of debt during the fourth quarter of 2004.

Other expenses, net decreased by $0.5 million from $0.8 million for the third quarter of 2004 to $0.3 million for the third quarter of 2005. The decrease is attributable to the net change in the mix of the respective foreign currency balances.

Our effective tax rate for the third quarter of 2005 was 31.7% as compared to 36.2% for the same period in 2004. This reflects a revised estimated annual effective tax rate of approximately 36%, down from our previous estimated annual tax rate of approximately 38%. The decrease in our effective rate was primarily due to our ability to fully quantify and utilize certain research and development tax incentive programs in Canada.


	*Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004*

Service revenue increased by $18.9 million, or 9.2%, from $206.3 million for the first nine months of 2004 to $225.2 million for the same period of 2005 due to the expansion of our services to both existing and new clients and a favorable impact from foreign currency fluctuations of approximately $2.5 million. On a geographic basis, service revenue for the third quarter of 2005 was distributed as follows: North America $150.6 million (66.9%), Europe $67.8 million (30.1%), and rest of world $6.8 million (3.0%). For the third quarter of 2004 service revenue was distributed as follows: North America $145.4 million (70.5%), Europe $56.5 million (27.4%), and rest of world $4.4 million (2.1%).

Direct costs increased by $5.1 million, or 5.2%, from $98.9 million for the first nine months of 2004 to $104.0 million for the same period of 2005, due to increased personnel costs needed to support increased project related activity, from an average of 1,904 employees for the first nine months of 2004 to an average of 1,900 for the same period of 2005, and were affected by an unfavorable impact from foreign currency fluctuations of approximately $1.0 million. Direct costs as a percentage of service revenue decreased from 47.9% for the first nine months of 2004 to 46.2% for the same period of 2005. The improvement was a function of our attention to the efficient execution of project work. Of note was an improvement during the first nine months of 2005 in our gross margin for project work executed in certain European and Southern Hemisphere locations. We are experiencing a growth in the level of global work and the related execution of work outside of North America, which has positively impacted our overall gross margins. Additionally, there were certain significant projects, where we achieved operational milestones in the second quarter of 2005, which resulted in marginal efficiencies being realized from those projects.

Selling, general, and administrative expenses increased by $6.9 million, or 10.2%, from $67.4 million for the first nine months of 2004 to $74.3 million for the same period of 2005 and were affected by an unfavorable impact from foreign currency fluctuations of approximately $0.6 million. Approximately $3.7 million of this increase is related to labor costs incurred to support increased operational activity. Selling, general, and administrative expenses as a percentage of service revenue were 32.7% for the first nine months of 2004 and 33.0% for the same period of 2005, resulting in part from the impact of the level and timing of activities related to the implementation of our Sarbanes-Oxley compliance program.

Depreciation and amortization expense increased by approximately $1.4 million, or 19.7%, from $7.1 million for the first nine months of 2004 to $8.5 million for the same period of 2005. This increase is due to continued investment in facilities and information technology to support our growth. Depreciation and amortization expense as a percentage of service revenue was 3.4% for the first nine months of 2004 and 3.8% for the same period of 2005.

Income from operations increased by $12.0 million, or 45.5%, from $26.4 million for the first nine months of 2004 to $38.4 million for the same period of 2005. Income from operations as a percentage of service revenue increased from 12.8% for the first nine months of 2004 to 17.0% for the same period of 2005. In January 2004, we closed our $25.0 million tender offer and special dividend/employee option bonus program. In connection with this program, we repurchased $3.7 million of options and paid $2.7 million to employee holders of vested options. Approximately $6.0 million was expensed related to these items in the first nine months of 2004. The increase in income from operations resulted from improved operating leverage across the company and the 2004 expenses incurred related to the option repurchase and bonus program.

Interest income, net increased by $3.2 million, or 139.1%, from expense of $2.3 million for the first nine months of 2004 to income of $0.9 million for the same period of 2005. This increase is due to the interest earned from the cash proceeds from our initial public offering and extinguishment of debt during the fourth quarter of 2004.

Other expenses, net increased by $1.6 million from an income of $0.8 million for the first nine months of 2004 to an expense of $0.8 million for the same period of 2005. The increase is attributable to the net change in the mix of the respective foreign currency balances.

Our effective tax rate for the first nine months of 2005 was 35.8% as compared to 36.2% for the same period in 2004. The decrease in our effective rate was primarily due to the geographic distribution of pre-tax earnings.

Liquidity and Capital Resources

As of September 30, 2005, we had approximately $70.3 million of cash and cash equivalents. Our expected primary cash needs on both a short and long-term basis are for capital expenditures, expansion of services, possible acquisitions, geographic expansion, working capital, and other general corporate purposes. We have historically funded our operations and growth, including acquisitions, with cash flow from operations, borrowings, and issuances of equity securities.

In the first nine months of 2005, net cash used in operations was $8.9 million as compared to net cash provided by operations of $31.0 million for the same period during the prior year. Advanced billings decreased during the first nine months of 2005 by $42.1 million compared to an $8.7 million decrease for the same period of 2004. The primary reasons for this decrease are the reduced percentage of advanced funds that are received from new contracts due to the competitive forces in the market. In contrast to the trend noted in the first quarter of 2005, invoicing levels improved for the six month period ended September 30, 2005. Cash collections from accounts receivable were $278.7 million for the first nine months of 2004, as compared to $245.9 million for the same period in 2005. This decrease is primarily due to the timing of project milestone billings. In addition, adjustments to reconcile net income of $24.7 million in 2005 to cash used in operating activities include the addback of $8.5 million for depreciation and amortization, usage of $2.6 million for accounts receivable and deferred tax provisions, and $2.6 million provided for by changes in assets and liabilities. Days sales outstanding, which includes accounts receivable, unbilled services and advanced billings, were a positive 15 days and a negative seven days as of September 30, 2005 and 2004, respectively.

Net cash provided by investing activities was $9.3 million for the first nine months of 2005 as compared to net cash used of $5.5 million for the same period of 2004. The increase in cash provided was due to the redemption of marketable securities totaling $46.9 million. This increase was offset by cash amounts used in investing activities which include acquisitions and capital expenditures in connection with ongoing information technology projects. We expect our capital expenditures to be approximately $12 million to $13 million for the full year 2005, with the majority of the spending related to information technology enhancement and expansion.

Net cash provided by financing activities in the first nine months of 2005 was $4.0 million compared to net cash used of $29.6 million in the same period of 2004. The primary reason for the reduced usage of cash were dividends of $16.9 million and debt repayments of $18.5 million were paid in the nine months ending September 30, 2004.

Our credit facility provides for a $75.0 million revolving line of credit that terminates on December 23, 2008. At any time within three years after December 23, 2004 and so long as no event of default is continuing, we have the right, in consultation with the administrative agent, to request increases in the aggregate principal amount of the facility in minimum increments of $5.0 million up to an aggregate increase of $50.0 million (and which would make the total amount available under the facility $125.0 million). The revolving credit facility is available for general corporate purposes (including working capital expenses, capital expenditures, and permitted acquisitions), the issuance of letters of credit and swingline loans for our account, for the refinancing of certain existing indebtedness, and to pay fees and expenses related to the facility. All borrowings are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties. A portion of the facility is also available for alternative currency loans.

The revolving credit facility requires us to comply with certain financial covenants, including a maximum total leverage ratio, a minimum fixed charge coverage ratio, and a minimum net worth, which we have met.

To date we have not drawn any amount of indebtedness under our revolving credit facility.

We expect to continue expanding our operations through internal growth and strategic acquisitions and investments. We expect these activities will be funded from existing cash, cash flow from operations and, if necessary or appropriate, borrowings under our existing or future credit facilities or issuances of equity securities. We believe that our existing capital resources, together with cash flows from operations and our borrowing capacity under the $75 million credit facility, will be sufficient to meet our working capital and capital expenditure requirements for at least the next eighteen months. Our sources of liquidity could be affected by our dependence on a small number of industries and clients, compliance with regulations, international risks, and personal injury, environmental or other material litigation claims.

Non-GAAP Financial Measures

We use certain measures of our performance that are not required by, or presented in accordance with, generally accepted accounting principles (GAAP). These non-GAAP financial measures are “EBITDA” and “adjusted EBITDA.” These measures should not be considered as an alternative to income from operations, net income, net income per share, or any other performance measures derived in accordance with GAAP.

EBITDA represents net income before interest, taxes, depreciation, and amortization. We use EBITDA to facilitate operating performance comparisons from period to period. In addition, we believe EBITDA facilitates company to company comparisons by backing out potential differences caused by variations in capital structures (affecting interest expense), taxation, and the age and book depreciation of facilities and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to operating performance. We also use EBITDA, and we believe that others in our industry use EBITDA, to evaluate and price potential acquisition candidates. We further believe that EBITDA is frequently used by securities analysts, investors, and other interested parties in the evaluation of issuers, many of which present EBITDA when reporting their results.

In addition to EBITDA, we use a measure that we call adjusted EBITDA, which we define as EBITDA excluding the effects of a one-time $25.0 million tender offer specifically relating to our repurchase in 2004 of stock options and the payment of a special bonus to certain employee option holders. In addition to our GAAP results and our EBITDA, we use adjusted EBITDA to manage our business and assess our performance. Our management does not view the tender offer and option repurchase costs as indicative of the status of our ongoing operating performance because such costs related to a special non-recurring restructuring transaction.

These non-GAAP financial measures have limitations as analytical tools, and you should not consider these measures in isolation, or as a substitute for analysis of our results as reported under GAAP. For example, EBITDA and adjusted EBITDA do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; changes in, or cash requirements for, our working capital needs; our significant interest expense, or the cash requirements necessary to service interest and principal payments on our debts; and any cash requirements for the replacement of assets being depreciated and amortized, which will often have to be replaced in the future, even though depreciation and amortization are non-cash charges.

Neither EBITDA nor adjusted EBITDA should be considered as a measure of discretionary cash available to us to invest in the growth of our business.

In addition, adjusted EBITDA is not uniformly defined and varies among companies that use such a measure. Accordingly, EBITDA and adjusted EBITDA have limited usefulness as comparative measures. We compensate for these limitations by relying primarily on our GAAP results and by using non-GAAP financial measures only supplementally.

Critical Accounting Policies and Estimates

In preparing our financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our actual results could differ from those estimates. We believe that the following are some of the more critical judgment areas in the application of our accounting policies that affect our financial condition and results of operations. We have discussed the application of these critical accounting policies with our audit committee.


	*Revenue Recognition*

The majority of our service revenue is recorded from fixed-price contracts on a proportional performance basis. To measure performance, we compare direct costs incurred to estimated total contract direct costs through completion. We believe this is the best indicator of the performance of the contract obligations because the costs relate to the amount of labor hours incurred to perform the service. Direct costs are primarily comprised of labor overhead related to the delivery of services. Each month we accumulate costs on each project and compare them to the total current estimated costs to determine the proportional performance. We then multiply the proportion completed by the contract value to determine the amount of revenue that can be recognized. Each month we review the total current estimated costs on each project to determine if these estimates are still accurate and, if necessary, we adjust the total estimated costs for each project. During our monthly contract review process, we review each contract’s performance to date, current cost trends, and circumstances specific to each study. The original or current cost estimates are reviewed and if necessary the estimates are adjusted and refined to reflect any changes in the anticipated performance under the study. In the normal course of business, we conduct this review each month in all service delivery locations. As the work progresses, original estimates might be deemed incorrect due to, among other things, revisions in the scope of work or patient enrollment rate, and a contract modification might be negotiated with the customer to cover additional costs. If not, we bear the risk of costs exceeding our original estimates. Management assumes that actual costs incurred to date under the contract are a valid basis for estimating future costs. Should management’s assumption of future cost trends fluctuate significantly, future margins could be reduced. In the past, we have had to commit unanticipated resources to complete projects, resulting in lower margins on those projects. Should our actual costs exceed our estimates on fixed price contracts, future margins could be reduced, absent our ability to negotiate a contract modification. We accumulate information on each project to refine our bidding process. Historically, the majority of our estimates and assumptions have been materially correct, but these estimates might not continue to be accurate in the future.


	*Allowance for Doubtful Accounts*

Included in “Accounts receivable and unbilled services, net” on our consolidated balance sheets is an allowance for doubtful accounts. Generally, before we do business with a new client, we perform a credit check. We also review our accounts receivable aging on a monthly basis to determine if any receivables will potentially be uncollectible. The reserve includes the specific uncollectible accounts and an estimate of losses based on historical loss experience. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available to us, we believe our allowance for doubtful accounts is adequate to cover uncollectible balances. However, actual write-offs might exceed the recorded reserve.


	*Tax Valuation Allowance*

Based on estimates of future taxable profits and losses in certain foreign tax jurisdictions, we determined that a valuation allowance was required for specific foreign loss carryforwards as of December 31, 2004. If these estimates prove inaccurate, a change in the valuation allowance, up or down, could be required in the future.

Our quarterly and annual effective income tax rate could vary substantially. We operate in several foreign jurisdictions and in each jurisdiction where we estimate pre-tax income, we must also estimate the local effective tax rate. In each jurisdiction where we estimate pre-tax losses, we must evaluate local tax attributes and the likelihood of recovery for foreign loss carryforwards, if any. Changes in currency exchange rates and the factors discussed above result in the consolidated tax rate being subject to significant variations and adjustments during interim and annual periods.


	*Stock-Based Compensation*

We have a stock-based employee compensation plan. We account for this plan under the recognition and measurement principles of the intrinsic value method as prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees and related Interpretations.” Under the intrinsic value method, compensation cost is the excess, if any, of the fair market value of the underlying common stock at the grant date or other measurement date over the amount an employee must pay to acquire the stock. We have determined that all options granted under our plan had an exercise price equal to or more than the estimated fair market value of the underlying common stock on the date of grant.

Historically, as a private company the fair market value of our common stock was determined by our board of directors contemporaneously with the grant of a stock option. At the time of option grants and other stock issuances, our board of directors considered the status of private and public financial markets, valuations of comparable private and public companies, the liquidity of our stock, our existing financial resources, our anticipated capital needs, dilution to common stockholders from anticipated future financings and a general assessment of future business risks, as such conditions existed at the time of the grant. Had different assumptions or criteria been used to determine the deemed fair value of our common stock, different amounts of stock-based compensation could have been reported. Since our initial public offering on November 18, 2004, the value of our common stock for purposes of evaluating stock compensation costs is based on the quoted market prices.

We measure compensation expense for our employee stock-based compensation in accordance with the intrinsic value method under Accounting Principles Board Opinion No. 25. Under this method, when the exercise price of options granted to employees is less than the fair value of the underlying stock on the grant date, compensation expense is recognized over the applicable vesting period. As the exercise price of the stock option has equaled or exceeded the fair market value of the underlying common stock at the date of grant, no compensation expense has been recorded. We have adopted the disclosure-only provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148. Footnote 2 to our consolidated condensed financial statements included in this report sets forth the calculation of our net income had compensation cost been determined based on the stock’s fair market value at the grant dates for awards under our stock option plan in accordance with SFAS No. 123.

As discussed in the “Recent Accounting Pronouncements” section, as of January 1, 2006 we will be required to record as compensation expense the fair value of granted stock options that vest in accordance with the revised SFAS No. 123(R), “Share-Based Payment.” We are evaluating SFAS No. 123(R) and believe it will reduce operating earnings after adoption, but will not impact our financial position or cash flows.


	*Long-Lived Assets*

We review long-lived asset groups for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group might not be recoverable. If indicators of impairment are present, we would evaluate the carrying value of property and equipment in relation to estimates of future

undiscounted cash flows. These undiscounted cash flows and fair values are based on judgments and assumptions.


	*Goodwill and Indefinite-Lived Intangible Assets*

As a result of our acquisitions we have recorded goodwill and other identifiable finite and indefinite-lived acquired intangibles. The identification and valuation of these intangible assets at the time of acquisition require significant management judgment and estimates.

We test goodwill for impairment on at least an annual basis by comparing the carrying value to the estimated fair value of our reporting unit. We test indefinite-lived intangible assets, principally trade names, on at least an annual basis by comparing the fair value of the trade name to our carrying value. The measure of goodwill impairment, if any, would include additional fair market value measurements, as if the reporting unit was newly acquired. This process is inherently subjective. The use of alternative estimates and assumptions could increase or decrease the estimates of fair value and potentially could result in an impact to our results of operations.

Inflation

Our long-term contracts, those in excess of one year, generally include an inflation or cost of living adjustment for the portion of the services to be performed beyond one year from the contract date. As a result, we expect that inflation generally will not have a material adverse effect on our operations or financial condition.

Potential Liability and Insurance

We obtain contractual indemnification for all of our contracts. In addition, we attempt to manage our risk of liability for personal injury or death to patients from administration of products under study through measures such as stringent operating procedures and insurance. We monitor our clinical trials in compliance with government regulations and guidelines. We have adopted global standard operating procedures intended to satisfy regulatory requirements in the United States and in many foreign countries and serve as a tool for controlling and enhancing the quality of our clinical trials. We currently maintain professional liability insurance coverage with limits we believe are adequate and appropriate. If our insurance coverage is not adequate to cover actual claims, or if insurance coverage does not continue to be available on terms acceptable to us, our business, financial condition, and operating results could be materially harmed.

Risk Factors

If any of the following risks materialize, our business, financial condition, or results of operations could be materially harmed. In that case, the market price of our common stock could decline.

Special Note Regarding Risks and Forward-Looking Statements

The discussion of our operations, cash flows and financial position includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate” and similar expressions are forward-looking statements. Although these statements are based upon assumptions we consider reasonable, they are subject to risks and uncertainties that are described more fully below and in the notes accompanying our financial statements. Accordingly, we can give no assurance that we will achieve the results anticipated or implied by our forward-looking statements. In particular, some of the risks and uncertainties we face include:


	•	Termination of a large contract for services or multiple contracts for services could adversely affect our revenue and profitability.

	•	Our quarterly operating results may vary and could negatively affect the market price of our common stock.


	•	A loss of or significant decrease in business from our clients could affect our business.

	•	If our costs of performing fixed-fee contracts were to exceed the fixed fees payable to us we would lose money in performing these contracts.

	•	The loss of any member of our senior management team may harm our business.

	•	If we are unable to recruit and retain qualified personnel, we may not be able to expand our business or remain competitive.

	•	Our business could be harmed if we are unable to manage our growth effectively.

	•	Our exposure to exchange rate fluctuations could negatively impact our results of operations.

	•	Operating in foreign countries subjects us to certain risks.

	•	Emerging companies using our services may be unable to pay us.

	•	A downturn in our business or industry could require us to take a charge to earnings.

	•	Failures of our information technology infrastructure could harm our operations.

	•	Our business could be harmed if we cannot successfully integrate future acquisitions.

	•	We compete in a highly competitive market and if we do not compete successfully our business could be harmed.

	•	The companies in the pharmaceutical and biotechnology industries to whom we offer our services could reduce their research and development activities or reduce the extent to which they outsource clinical development.

	•	Our results of operations could be harmed if regulatory standards change significantly or we fail to maintain compliance with evolving, complex regulations.

	•	Circumstances beyond our control could cause the CRO industry to suffer reputational or other harm resulting in an industry-wide reduction in demand for CRO services.

	•	We could incur liability for hazardous material contamination.

	•	Our services are subject to evolving industry standards and rapid technological changes.

	•	If we are required to pay damages or to bear the costs of defending any claim not covered by contractual indemnity or insurance, this could cause material harm to our business.

	•	Health care industry reform could reduce or eliminate our business opportunities.


ITEM 3.	*QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK*

Interest Rate Risk

At September 30, 2005, we had no amounts outstanding under our revolving credit facility. Future drawings under the facility will bear interest at various rates. Historically, we have mitigated our exposure to fluctuations in interest rates by entering into interest rate hedge agreements.

Foreign Exchange Risk

Since we operate on a global basis, we are exposed to various foreign currency risks. First, our consolidated financial statements are denominated in U.S. dollars, but a significant portion of our revenue is generated in the local currency of our foreign subsidiaries. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar will affect the translation of each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting consolidated financial results. The process by which each foreign subsidiary’s financial results are translated into U.S. dollars is as follows: income statement accounts are translated at average exchange rates for the period; balance sheet asset and liability accounts are translated

at end of period exchange rates; and equity accounts are translated at historical exchange rates. Translation of the balance sheet in this manner affects the stockholders’ equity account, referred to as the cumulative translation adjustment account. This account exists only in the foreign subsidiary’s U.S. dollar balance sheet and is necessary to keep the foreign balance sheet stated in U.S. dollars in balance. To date such cumulative translation adjustments have not been material to our consolidated financial position.

In addition, two specific risks arise from the nature of the contracts we enter into with our customers, which from time to time are denominated in currencies different than the particular subsidiary’s local currency. These risks are generally applicable only to a portion of the contracts executed by our foreign subsidiaries providing clinical services. The first risk occurs as revenue recognized for services rendered is denominated in a currency different from the currency in which the subsidiary’s expenses are incurred. As a result, the subsidiary’s earnings can be affected by fluctuations in exchange rates.

The second risk results from the passage of time between the invoicing of customers under these contracts and the ultimate collection of customer payments against such invoices. Because the contract is denominated in a currency other than the subsidiary’s local currency, we recognize a receivable at the time of invoicing for the local currency equivalent of the foreign currency invoice amount. Changes in exchange rates from the time the invoice is prepared until payment from the customer is received will result in our receiving either more or less in local currency than the local currency equivalent of the invoice amount at the time the invoice was prepared and the receivable established. This difference is recognized by us as a foreign currency transaction gain or loss, as applicable, and is reported in other expense or income in our consolidated statements of operations. Historically, fluctuations in exchange rates from those in effect at the time contracts were executed have not had a material effect on our consolidated financial results.

Foreign Currency Hedges

In the first quarter of 2005, we entered into a number of foreign currency hedging contracts to mitigate exposure to movements between the U.S. dollar and the British pound and the U.S. dollar and the Euro. We agreed to purchase a given amount of British pounds and Euros at established dates throughout 2005. The transactions were structured as no-cost collars. These derivatives are accounted for in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” We recognize derivative instruments as either assets or liabilities in the balance sheet and measure them at fair value. These derivatives are designated as cash flow hedges.

ITEM 4. CONTROLS AND PROCEDURES

Effectiveness of Our Disclosure Controls and Procedures

Disclosure controls and procedures refer to controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

We have evaluated, with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of September 30, 2005. Based on the evaluation we conducted, our management has concluded that our disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

Internal control over financial reporting refers to a process designed by, or under the supervision of, our chief executive officer and chief financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements

in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and members of our board of directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

We have evaluated, with the participation of our chief executive officer and chief financial officer, whether any changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on the evaluation we conducted, our management has concluded that no such changes have occurred.

PART II OTHER INFORMATION


ITEM 5.	*LEGAL PROCEEDINGS*

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits


Exhibit
Number			Description of Exhibit

	21	.1	Subsidiaries of PRA International
	31	.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)
	31	.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)
	32	.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — Chief Executive Officer
	32	.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — Chief Financial Officer

(b) Reports on Form 8-K

During the three month period ended September 30, 2005, two reports on Form 8-K were filed containing the following information and filed on the following date:


Date		Description

July 27, 2005		Current report on Form 8-K filed July 27, 2005 reporting the issuance of a press release on July 27, 2005 announcing our operating and financial results for the quarter ended June 30, 2005. Not withstanding its listing here, the information furnished shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall any information contained herein be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
August 23, 2005		Current report on Form 8-K filed August 23, 2005 reporting the notice that the International Chamber of Commerce, International Court of Arbitration has extended to November 30, 2005 the time limit for issuing a ruling on the Company’s currently pending arbitration proceeding with Cell Therapeutics, Inc., formerly Novuspharma S.p.A.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


	PRA INTERNATIONAL


	By:	/s/ Patrick K. Donnelly



	Name: Patrick K. Donnelly


	Title:	Chief Executive Officer


	By:	/s/ J. Matthew Bond



	Name: J. Matthew Bond


	Title:	Chief Financial Officer

Dated: November 2, 2005

Exhibit Index


Exhibit No			Description of Exhibit

	21	.1	Subsidiaries of PRA International
	31	.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31	.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32	.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32	.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. freshman Avg

PRA International (PRAI) 10-Q2005 Q3 Quarterly report

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