PRA International 10Q 2006 Q2 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 June 30, 2006
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 (State or Other Jurisdiction of Incorporation)		54-2040171 (I.R.S. Employer 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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer þ Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined inRule 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 June 30, 2006, 23,177,404 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		3
	Consolidated Condensed Balance Sheets as of December 31, 2005 and June 30, 2006 (unaudited)		3
	Consolidated Condensed Statements of Operations (unaudited) for the Three and Six Months Ended June 30, 2005 and 2006 (unaudited)		4
	Consolidated Condensed Statement of Changes in Stockholders’ Equity and Other Comprehensive Income as of June 30, 2006		5
	Consolidated Condensed Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2005 and 2006		6
	Notes to Condensed Consolidated 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		26
Item 4.	Controls and Procedures		27

Part II Other Information
Item 1.	Legal Proceeding.		28
Item 1A.	Risk Factors		28
Item 3.	Unregistered Sales of Equity Securities and Use of Proceeds		28
Item 4.	Submission of Matters to a Vote of Security Holders		29
Item 6.	Exhibits		29

PART I FINANCIAL INFORMATION


ITEM 1.	*FINANCIAL STATEMENTS*

PRA INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands, except per share amounts)


	December 31,			June 30,
	2005			2006
				(Unaudited)

ASSETS
Current assets
Cash and cash equivalents	$	73,640		$	86,066
Accounts receivable and unbilled services, net		85,426			90,243
Prepaid expenses and other current assets		8,678			12,395
Deferred tax assets		663			4,116

Total current assets		168,407			192,820
Fixed assets, net		26,906			25,595
Goodwill		106,748			108,248
Other intangibles, net of accumulated amortization of $6,307 and $6,851 as of and December 31, 2005 and June 30, 2006, respectively		24,530			24,158
Other assets		2,773			2,074

Total assets	$	329,364		$	352,895


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	21,640		$	14,959
Accrued expenses and other current liabilities		34,574			28,473
Income taxes payable		7,782			9,716
Advance billings		62,651			77,296

Total current liabilities		126,647			130,444
Deferred tax liability		7,499			7,418
Other liabilities		6,352			5,150

Total liabilities		140,498			143,012

Stockholders’ equity
Common stock $0.01 par value; 36,000,000 shares authorized as of December 31, 2005 and June 30, 2006; 22,915,896 and 23,177,404 shares issued and outstanding as of December 31, 2005 and June 30, 2006, respectively		229			232
Treasury stock		(93	)		(93	)
Additional paid-in capital — common stock		130,338			135,913
Accumulated other comprehensive income		3,515			6,013
Retained earnings		54,877			67,818

Total stockholders’ equity		188,866			209,883

Total liabilities and stockholders’ equity	$	329,364		$	352,895

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						Six Months Ended
	June 30,						June 30,
	2005			2006			2005			2006

Revenue
Service revenue	$	76,031		$	70,089		$	149,624		$	139,293
Reimbursement revenue		9,124			9,357			16,983			16,709

Total revenue		85,155			79,446			166,607			156,002
Operating expenses
Direct costs		34,159			36,566			69,436			71,741
Reimbursableout-of-pocket costs		9,124			9,357			16,983			16,709
Selling, general, and administrative		25,290			23,847			49,671			46,872
Depreciation and amortization		2,847			2,651			5,623			5,077

Income from operations		13,735			7,025			24,894			15,603
Interest expense		(57	)		(172	)		(217	)		(294	)
Interest income		599			575			848			1,031
Other expense		(468	)		(485	)		(494	)		(454	)

Income before income taxes		13,809			6,943			25,031			15,886
Provision for income taxes		5,254			108			9,518			2,945

Net income	$	8,555		$	6,835		$	15,513		$	12,941

Net income per share
Basic	$	0.38		$	0.30		$	0.69		$	0.56
Diluted	$	0.35		$	0.28		$	0.63		$	0.53
Weighted average number of common shares outstanding
Basic		22,392			23,162			22,379			23,065
Diluted		24,624			24,578			24,597			24,488

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

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’
EQUITY AND OTHER COMPREHENSIVE INCOME

(Unaudited)

(In thousands)


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

Balance as of December 31, 2005		22,915,896	$	229		14,216	$	(93	)	$	130,338	$	3,515	$	54,877	$	188,866
Exercise of common stock options		247,392		3		—		—			1,978		—		—		1,981
Shares issued in connection with prior acquisition		14,116		—		—		—			175		—		—		175
Stock option tax benefit		—		—		—		—			1,490		—		—		1,490
Stock-based compensation expense		—		—		—		—			1,932		—		—		1,932
Net income		—		—		—		—			—		—		12,941		12,941	$	12,941
Other comprehensive income
Foreign currency translation adjustment, net of tax		—		—		—		—			—		1,603		—		1,603		1,603
Fair market value adjustment on cash flow hedge, net of tax													895				895		895

Comprehensive income																		$	15,439

Balance as of June 30, 2006 (unaudited)		23,177,404	$	232		14,216	$	(93	)	$	135,913	$	6,013	$	67,818	$	209,883

The accompanying notes are an integral part of these financial statements

PRA INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Six Months Ended
	June 30,
	2005			2006

Cash flow from operating activities
Net income	$	15,513		$	12,941
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		5,623			5,077
Stock-based compensation		—			1,932
Provision for doubtful receivables		173			(6	)
Provision for deferred income taxes		(1,485	)		(2,889	)
Excess tax benefits from share-based compensation		—			(1,490	)
Changes in assets and liabilities:
Accounts receivable and unbilled services		10,844			(2,830	)
Prepaid expenses and other assets		(1,812	)		(2,312	)
Accounts payable and accrued expenses		1,135			(15,060	)
Income taxes		(4,684	)		3,238
Advance billings		(36,224	)		12,665

Net cash (used in) provided by operating activities		(10,917	)		11,266

Cash flow from investing activities
Purchase of fixed assets		(4,005	)		(2,976	)
Disposal of fixed assets		—			89
Purchase of marketable securities		(22,375	)		—
Cash paid for acquisitions, net of cash acquired		(7,297	)		(404	)
Proceeds from marketable securities		46,875			—

Net cash provided by (used in) investing activities		13,198			(3,291	)

Cash flow from financing activities
Repayment of debt and capital leases		(100	)		(42	)
Issuance costs related to public offerings		(620	)		—
Excess tax benefits from share-based compensation		—			1,490
Proceeds from stock option exercises		618			1,981

Net cash (used in) provided by financing activities		(102	)		3,429
Effect of exchange rate on cash and cash equivalents		174			1,022

Increase in cash and cash equivalents		2,353			12,426
Cash and cash equivalents at beginning of period		65,888			73,640

Cash and cash equivalents at end of period	$	68,241		$	86,066

Supplemental disclosure of cash flow information
Cash paid for taxes	$	15,756		$	2,823

Cash paid for interest	$	142		$	74

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 toForm 10-Q and Article 10 ofRegulation 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 statement have been included. Operating results for the three and six months ended June 30, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006. The balance sheet at December 31, 2005 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, 2005, 2004, and 2003 included in our Annual Report onForm 10-K for the year ended December 31, 2005.


(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, stock option expense, depreciation and amortization, asset impairment, certain acquisition-related assets and liabilities, income taxes, fair market value determinations, and contingencies.

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

PRA INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

estimated useful lives. The most recent annual test performed for 2005 did not identify any instances of impairment and there were no events through June 30, 2006 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. Revenue from unit-based contracts are generally recognized as units are completed.

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 and payment is deemed reasonably assured.

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 ReimbursableOut-of-Pocket Costs

In addition to the various contract costs previously described, the Company incursout-of-pocket costs, in excess of contract amounts, which are reimbursable by its customers. The Company includesout-of-pocket costs as reimbursement revenue and reimbursableout-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 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 $14.1 million and $26.5 million for the three and six months ending June 30, 2006 and $14.3 million and $28.4 million for the three and six months ending June 30, 2005, respectively.

Significant Customers

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


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2006			2005			2006

Customer A		14	%		*			14	%		*
Customer B		10	%		11	%		*			10	%
Customer C		*			*			11	%		*
Customer D		*			12	%		*			10	%


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

PRA INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

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. However, it is possible that the loss of any single significant customer could have a material adverse effect on the Company’s results from operations.

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 June 30, 2006, 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,			June 30,
	2005			2006

Customer A		16	%		18	%
Customer C		11	%		*


*		Less than 10% of consolidated accounts receivable and unbilled services 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. Transaction gains and losses are included in other income (expenses), net, in the accompanying Consolidated Condensed Statements of Operations.

Comprehensive Income (Loss)

The components of comprehensive income (loss) include the foreign currency translation adjustment and adjustments resulting from changes in the fair value of foreign currency derivatives and a euro window forward .

Income Taxes

Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized and are reversed at such time that realization is believed to be more likely than not. Future reversals of valuation allowance on acquired deferred tax assets will first be applied against goodwill and other intangibles before recognition of a benefit in the consolidated statement of operations. Income tax expense is the tax payable for the period and the change during the period in deferred tax assets and liabilities, exclusive of amounts related to the exercise of stock options which benefit is recognized directly as an increase in stockholders’ equity.

Stock-Based Compensation

The primary type of share-based payment utilized by the Company is stock options. Stock options are awards which allow the employee to purchase shares of the Company’s stock at a fixed price. Stock options are granted at an

PRA INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

exercise price equal to the Company stock price at the date of grant. Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standard (“SFAS”) No. 123(R) “Share-Based Payment” under the modified prospective method as described in SFAS No. 123(R). Under this transition method, compensation expense recognized in the three months and six ended June 30, 2006 includes compensation expense for all stock-based payments granted during the three and six months ended June 30, 2006 and for all stock-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provision of SFAS No. 123. Accordingly, prior period financials have not been restated. For the three and six months ended June 30, 2006, the amount of compensation expense recognized was $0.8 million and $1.9 million, respectively, which was recorded in selling, general, and administrative expenses in the condensed consolidated statement of operations.

No compensation expense related to stock-based grants has been recorded in the consolidated statement of operations for the three or six months ended June 30, 2005, as all of the shares granted had an exercise price equal to the market value of the underlying stock on the date of grant. Prior period results have not been restated with the adoption of SFAS No. 123(R).

Stock Options

The stock option compensation cost calculated under the fair value approach is recognized on a pro rata basis over the vesting period of the stock options (usually four years). All stock option grants are subject to graded vesting as services are rendered. The fair value for granted options was estimated at the time of the grant using the Black-Scholes option-pricing model. Due to limited trading history the expected volatilities are based on the volatility of share prices of similar entities and the Company uses historical data to estimate option exercise behavior.

During the six months ended June 30, 2006 and 2005, the Company issued 716,250 and 265,000 options, respectively. The fair value of each option issued during these periods was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:


	For the Six Months Ended
	June 30,
	2005			2006

Dividend yield		0	%		0	%
Expected volatility		39.90	%		48.81	%
Risk-free interest rate		3.66	%		4.49	%
Expected terms in years		5			6.5

The following table summarizes information related to stock option activity for the respective periods:


	For the Six
	Months Ended
	June 30,
	2005		2006
	($ In thousands, except per share data)

Weighted-average fair value of options granted per share	$	9.87	$	14.05
Intrinsic value of options exercised	$	2,369	$	4,417
Cash received from options exercised	$	618	$	1,981
Actual tax benefit realized for tax deductions from option exercises	$	—	$	1,490

PRA INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Aggregated information regarding the Company’s fixed stock option plans is summarized below:


						Weighted Average
						Remaining		Aggregate
				Wtd. Average		Contractual		Intrinsic
	Options			Exercise Price		Life		Value
								(Millions)

Outstanding December 31, 2005		3,149,373		$	11.60
Granted		716,250			25.85
Exercised		(247,392	)		8.01
Expired/forfeited		(25,475	)		24.01

Outstanding June 30, 2006		3,592,756		$	14.60		6.3	$	32

Exercisable at June 30, 2006		1,649,254		$	6.39		5.5	$	26

Stock-based compensation expense included in the statement of operations for the three and six months ended June 30, 2006, was approximately $0.8 million and $1.9 million, respectively. As of June 30, 2006, there were approximately $13.6 million of total unrecognized stock-based compensation costs related to options granted under our plans that will be recognized over a weighted average period of 1.7 years. Awards granted prior to the Company’s implementation of SFAS 123(R) were accounted for under the recognition and measurement principles of APB Opinion 25.Accounting for Stock Issued to Employees, and related interpretations. Accordingly, no stock-based employee compensation cost is reflected in the accompanying Unaudited Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2005, because all options granted under the Company’s plans had exercise prices equal to the market value of the underlying common stock on the date of the grant. Pro forma net income and net income per share, as if the company had applied the fair value recognition provisions of SFAS 123 to stock based compensation for periods presented prior to the Company’s adoption of SFAS 123(R), are as follows:


	For the Three			For the Six
	Months Ended			Months Ended
	June 30, 2005			June 30, 2005

Net income, as reported	$	8,555		$	15,513
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax		(351	)		(669	)

SFAS No. 123 pro forma net income	$	8,204		$	14,844

Basic net income per share, as reported	$	0.38		$	0.69
Basic net income per share, pro forma	$	0.37		$	0.66
Diluted net income per share, as reported	$	0.35		$	0.63
Diluted net income per share, pro forma	$	0.33		$	0.60

Net income per share

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

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

PRA INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Recent Accounting Pronouncements

In June 2006, the FASB issued FIN 48,Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109, Accounting for Income Taxes, which clarifies the accounting for uncertainty in income taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Interpretation requires that the Company recognize in the financial statements, the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. The provisions of FIN 48 are effective beginning January 1, 2007 with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The Company is currently evaluating the impact of adopting FIN 48 on the financial statements.


(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,			June 30,
	2005			2006

Accounts receivable	$	45,933		$	56,915
Unbilled services		44,189			38,024

		90,122			94,939
Less: Allowance for doubtful accounts		(4,696	)		(4,696	)

	$	85,426		$	90,243


(4)	Goodwill and Other Intangibles

The changes in the carrying amount of goodwill for the twelve months ended December 31, 2005 and the six months ended June 30, 2006 were as follows (dollars in thousands):


Carrying amount as of December 31, 2005	$	106,748
Acquisitions		477
Foreign currency exchange rate changes		1,023

Carrying amount as of June 30, 2006	$	108,248

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


			As of December 31,						As of June 30,
	Weighted		2005						2006
	Average		Gross				Net		Gross				Net
	Amortization		Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Period		Amount		Amortization		Amount		Amount		Amortization		Amount
	(In Years)

Non-compete and other agreements		2	$	2,504	$	2,413	$	91	$	2,554	$	2,519	$	35
Customer relationships		10		8,492		3,420		5,072		8,541		3,858		4,683
Trade names		Indefinite		19,841		474		19,367		19,914		474		19,440

			$	30,837	$	6,307	$	24,530	$	31,009	$	6,851	$	24,158

PRA INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Amortization expense related to other intangibles was approximately $0.3 million and $0.6 million for the three and six months ended June 30, 2005 and $0.3 million and $0.6 million for the three and six months ended June 30, 2006, respectively. Estimated amortization expense for the next five years is as follows:


	(In thousands)

2006 (remaining 6 months)	$	450
2007		869
2008		854
2009		854
2010 and thereafter		1,692

	$	4,719


(5)	Accounting for Derivative Instruments and Hedging Activities

In 2006, we entered into foreign currency derivatives to mitigate exposure to movements between the US dollar and the British pound, the Canadian dollar and Euro. We agreed to purchase a given amount of British pounds, Canadian dollars and Euros at established dates through 2006. The transactions are structured as no-cost collars whereby we neither paid 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 FAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” We recognize derivatives as instruments as either assets or liabilities in the balance sheet and measure them at fair value. These derivatives are designated as cash flow hedges and accordingly the changes in fair value have been recorded in stockholders equity (as a component of comprehensive income/expense). These agreements expired throughout 2006. We entered into similar derivative agreements in 2005 and we expect to continue to use similar derivatives to mitigate our foreign currency exposure.


(6)	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.


(7)	Related-Party Transactions

The Company currently leases operating facilities from a related party under a lease agreement which expires in December 2009. The lease features fixed annual rent increases of approximately 2.7%. Rental expense under this lease was approximately $0.1 million and $0.2 million for the three and six months ended June 30, 2006, respectively.

PRA INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)


(8)	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				Six Months Ended
	June 30,				June 30,
	2005		2006		2005		2006

Service revenue
North America	$	50,628	$	45,278	$	100,890	$	93,582
Europe		22,898		22,721		44,312		41,902
Other		2,505		2,090		4,422		3,809

	$	76,031	$	70,089	$	149,624	$	139,293


	December 31,		June 30,
	2005		2006

Long-lived assets
North America	$	143,298	$	141,003
Europe		16,448		17,859
Other		1,211		1,213

	$	160,957	$	160,075


(9)	Subsequent Event

On June 19, 2006, the Company announced a definitive agreement to acquire all of the equity of Pharma Bio-Research (“PBR”). The transaction closed on July 21, 2006, resulting in payment of approximately $107.0 million plus closing and other costs, which included a $30.0 million draw on the Company’s existing revolving line of credit facility the issuance of 674,507 shares of restricted stock and cash from our balance sheet of $68 million. The acquisition will be accounted for as a business combination using the purchase method of accounting. Results of PBR’s acquired operations will be included in the consolidated financial statements from the date of acquisition.


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 contract research organizations, or 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 $294.7 million in 2005 and $70.1 million and $139.3 million for the three and six months ended June 30, 2006, 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 task order or letter of intent.

Our new business awards for the six months ended June 30, 2005 and 2006 were $214.1 million and $214.0 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. Project cancellations were $96.5 million and $17.2 million for the three month periods ended June 30, 2006 and 2005, respectively. The cancellations in 2006 were abnormally high in the second quarter, with one large program cancellation accounting for approximately 70% of the total cancellations for the period. During a normal quarter, project cancellations are typically in the mid- to upper- teens as a percentage of new business awards. Our backlog at June 30, 2005 and 2006 was $478.6 million and $513.6 million, respectively.

Income from operations was $13.7 million and $7.0 million for the quarters ended June 30, 2005 and 2006, respectively. We attribute the decline in productivity in part to contract delays and cancellations.

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 ReimbursableOut-of-Pocket Costs

We incurout-of-pocket costs, which are reimbursable by our customers. We include theseout-of-pocket costs as reimbursement revenue and reimbursableout-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, reimbursableout-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 and realization 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 ten years for computer hardware and software and seven years for furniture and equipment. Leasehold improvements are depreciated over 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 tax credits, the establishment or release of tax asset valuation allowances and tax reserves as well as changes to prior year tax expense or prior year net operating loss carryforwards.

Our foreign subsidiaries are taxed separately in their respective jurisdictions. As of June 30, 2006 and December 31, 2005, we had cumulative foreign net operating loss carryforwards of approximately $8.3 million and $9.3 million, respectively. The carryforward periods for these losses vary from five 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. During the first quarter of 2006, a benefit associated with foreign net operating losses was recognized for financial statement purposes through a release of prior period valuations allowance. This discrete event resulted in a reduction in the cumulative 2006 tax expense of $0.7 million for the second quarter. During the second quarter of 2006, an additional benefit was recognized for refunds receivable for prior tax expense and the generation of prior year net operating losses to be carried forward into 2006. These second quarter items were also reported as discrete in determining our tax expense and resulted in a reduction of our cumulative 2006 tax expense of $2.2 million.

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:


	June 30,		December 31,		June 30,
	2005		2005		2006

U.S. Dollars per:
Euro		1.24		1.24		1.24
Pound Sterling		1.85		1.81		1.80
Canadian Dollar		0.80		0.83		0.88

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.


	Year Ended December 31,									Six Months Ended June 30,
	2003			2004			2005			2005			2006

Service revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Direct costs		51.1			48.3			46.3			46.4			51.5
Selling, general, and administrative		32.5			32.5			32.5			33.2			33.6
Depreciation and amortization		3.6			3.5			3.8			3.7			3.6
Management fee		0.3			0.3			—			—			—
Option repurchase		—			1.3			—			—			—
Vested option bonus		—			0.9			—			—			—

Income from operations		12.5			13.1			17.4			16.6			11.2
Interest expense		(2.9	)		(1.4	)		(0.2	)		(0.1	)		(0.2	)
Interest income		0.1			0.1			0.6			0.6			0.7
Other income (expenses), net		(1.6	)		0.0			(0.4	)		(0.3	)		(0.3	)

Income before income taxes		8.1			11.8			17.4			16.7			11.4
Provision for income taxes		2.8			4.3			6.4			6.4			2.1

Net income		5.3	%		7.5	%		10.9	%		10.4	%		9.3	%

Selected Consolidated Financial Data

The following table represents selected historical consolidated financial data. The statement of operations data for the years ended December 31, 2003, 2004 and 2005 and balance sheet data at December 31, 2004 and 2005 are derived from our audited consolidated financial statements included in theForm 10-K filed on March 3, 2006. 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.


	Year Ended December 31,									Six Months Ended June 30,
	2003			2004			2005			2005			2006
										(Unaudited)			(Unaudited)

Revenue
Service revenue	$	247,888		$	277,479		$	294,739		$	149,624		$	139,293
Reimbursement revenue		42,109			30,165			31,505			16,983			16,709

Total revenue	$	289,997		$	307,644		$	326,244		$	166,607		$	156,002
Operating expenses
Direct costs		126,501			134,067			136,572			69,436			71,741
Reimbursableout-of-pocket costs		42,109			30,165			31,505			16,983			16,709
Selling, general, and administrative		80,585			90,139			95,827			49,671			46,872
Depreciation and amortization		8,967			9,691			11,156			5,623			5,077
Management fee		800			704			—			—			—
Option repurchase(1)		—			3,713			—			—			—
Vested option bonus(1)		—			2,738			—			—			—

Income from operations		31,035			36,427			51,184			24,894			15,603
Interest income (expense), net		(6,856	)		(3,643	)		1,181			631			737
Other income (expenses), net		(4,023	)		(38	)		(1,137	)		(494	)		(454	)

Income before income taxes		20,156			32,746			51,228			25,031			15,886
Provision for income taxes		6,909			11,997			19,005			9,518			2,945

Net income	$	13,247		$	20,749		$	32,223		$	15,513		$	12,941

Net income per share
Basic	$	0.83		$	1.13		$	1.43		$	0.69		$	0.56
Diluted	$	0.71		$	1.02		$	1.32		$	0.63		$	0.53
Shares used to compute net income per share:
Basic		15,965,408			18,442,313			22,527,108			22,379,389			23,064,785
Diluted		18,666,012			20,329,852			24,389,592			24,596,893			24,487,591
Other Financial Data:
Net cash provided by (used in) operating activities	$	2,058		$	71,636		$	(1,477	)	$	(10,917	)	$	11,266
Net cash provided by (used in) investing activities		(9,599	)		(32,350	)		4,016			13,198			(3,291	)
Net cash provided by (used in) financing activities		26,028			(6,430	)		5,441			(102	)		3,428
Non-GAAP Data:
Adjusted EBITDA(2)	$	35,979		$	52,531		$	61,203		$	30,023		$	20,226
Adjusted EBITDA as a % of service revenue		14.5	%		18.9	%		20.8	%		20.1	%		14.5	%
EBITDA(2)	$	35,979		$	46,080		$	61,203		$	30,023		$	20,226
EBITDA as a % of service revenue		14.5	%		16.6	%		20.8	%		20.1	%		14.5	%


	Year Ended December 31,							Six Months Ended June 30,
	2003			2004		2005		2005		2006
								(Unaudited)		(Unaudited)

Consolidated Balance Sheet Data:
Cash and cash equivalents	$	32,328		$	65,888	$	73,640	$	68,241	$	86,066
Marketable securities		—			24,500		—		—		—
Working capital		(8,449	)		11,478		41,760		23,489		62,376
Total assets		298,558			337,344		329,364		307,460		352,895
Long-term debt and capital leases, less current maturities		57,810			75		9		17		7
Stockholders’ equity		74,565			150,379		188,866		165,820		209,883


(1)		Includes a $3.7 million charge for the repurchase of options, predominantly from former employees, and a $2.7 million 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.


	Year Ended December 31,									Six Months Ended June 30,
	2003			2004			2005			2005			2006
										(Unaudited)			(Unaudited)

Adjusted EBITDA	$	35,979		$	52,531		$	61,203		$	30,023		$	20,226
Option repurchase		—			(3,713	)		—			—			—
Vested option bonus		—			(2,738	)		—			—			—

EBITDA		35,979			46,080			61,203			30,023			20,226
Depreciation and amortization		(8,967	)		(9,691	)		(11,156	)		(5,623	)		(5,077	)
Interest expense, net		(6,856	)		(3,643	)		1,181			631			737
Provision for income taxes		(6,909	)		(11,997	)		(19,005	)		(9,518	)		(2,945	)

Net income		13,247			20,749			32,223			15,513			12,941
Depreciation and amortization		8,967			9,691			11,156			5,623			5,077
Stock-based compensation		—			—			—			—			1,932
Provision for doubtful receivables		4,851			1,914			(123	)		173			(6	)
Amortization of debt discount		1,642			—			—			—			—
Excess tax benefits from share-based compensation		—			—			—			—			(1,490	)
Provision for deferred income taxes		(3,997	)		2,606			2,354			(1,485	)		(2,889	)
Debt issuance costs write-off		750			1,241			—			—			—
Changes in assets and liabilities:
Accounts receivable and unbilled services		(18,538	)		15,373			(3,057	)		10,144			(2,830	)
Prepaid expenses and other assets		408			1,226			(2,465	)		(1,812	)		(2,312	)
Accounts payable and accrued expenses		(4,873	)		7,793			11,022			1,135			(15,060	)
Income taxes		(481	)		12,150			(3,677	)		(4,684	)		3,238
Advance billings		82			(1,107	)		(48,910	)		(35,524	)		12,665

Net cash provided by (used in) operating activities	$	2,058		$	71,636		$	(1,477	)	$	(10,917	)	$	(11,266	)

Three Months Ended June 30, 2006 Compared to Three Months Ended June 30, 2005

Service revenue decreased by 5.9 million, or 7.8%, from $76.0 million for the second quarter of 2005 to $70.1 million for the second quarter of 2006 due to contract delays, cancellations, and the timing of the execution of a significant change order on a certain project. This decrease was partially offset by a favorable impact from foreign currency fluctuations of approximately $0.8 million. On a geographic basis, service revenue for the second quarter of 2006 was distributed as follows: North America $45.3 million (64.6%), Europe $22.7 million (32.4%), and rest of world $2.1 million (3.0%) which was consistent with the second quarter of 2005.

Direct costs increased by $2.4 million, or 7.0%, from $34.2 million for the second quarter of 2005 to $36.6 million for the second quarter of 2006. Direct costs as a percentage of service revenue increased from 45.0% for the second quarter of 2005 to 52.2% for the second quarter of 2006. The increased percentage is due to increased levels of rework on certain projects, the timing of the execution of a significant change order, and the presence of certain project related costs. In addition, due in part to the challenging labor market, we also decided to carry a number of billable staff on the payroll as we balanced the delays and cancellations with our increasing pipeline of new business awards. In the second quarter of 2005, there were certain significant projects where we achieved operational milestones in the quarter, which resulted in marginal efficiencies being realized from those projects. This did not occur during the second quarter of 2006.

Selling, general, and administrative expenses decreased by $1.5 million, or 5.9%, from $25.3 million for the second quarter of 2005 to $23.8 million for the second quarter of 2006 and were slightly offset by a favorable impact from foreign currency fluctuations of approximately $0.2 million. After $0.8 million of non-cash stock option expense, the difference is related to a 7% decline in our corporate services headcount and the reduction of our management bonus accrual. Selling, general, and administrative expenses as a percentage of service revenue were 33.3% for the second quarter of 2005 and 34.0% for the second quarter of 2006.

Depreciation and amortization expense decreased by approximately $0.1 million, or 3.6%, from $2.8 million for the second quarter of 2005 to $2.7 million for the second quarter of 2006. Depreciation and amortization expense as a percentage of service revenue was 3.7% for the second quarter of 2005 and 3.8% for the first quarter of 2006.

Income from operations decreased by $6.7 million, or 48.9%, from $13.7 million for the second quarter of 2005 to $7.0 million for the second quarter of 2006. Income from operations as a percentage of service revenue increased from 18.0% for the second quarter of 2005 to 10.0% for the second quarter of 2006. The decrease in income from operations is the result of a decrease in service revenues explained mostly by the timing and execution of new projects and change orders and cancellations.

Our effective tax rate for the second quarter of 2005 was 38.0% as compared to 1.5% for the same period in 2006. The decrease in our effective rate was partly due to our release of tax valuation allowances on the foreign net operating loss carry forwards in Spain and France and the recognition of a change in prior year tax deductions in the UK which will result in the recapture of tax expense for 2002 through 2005 and the generation of tax net operating losses available for use in 2006. The release of the valuation allowances and the change in prior year tax deductions are both considered discrete events for interim tax reporting and are reflected in the entire period in which they are identified.

Six Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2005

Service revenue decreased by $10.3 million, or 6.9%, from $149.6 million for the second quarter of 2005 to $139.3 million for the second quarter of 2006 due to contract delays, cancellations, and the timing of execution of change orders on certain projects. This decrease was partially offset by a favorable impact from foreign currency fluctuations of approximately $0.8 million. On a geographic basis, service revenue for the second quarter of 2006 was distributed as follows: North America $93.6 million (67.2%), Europe $41.9 million (30.1%), and rest of world $3.8 million (2.7%)which was consistent with the second quarter of 2005.

Direct costs increased by $2.3 million, or 3.3%, from $69.4 million for the first six months of 2005 to $71.7 million for the same period of 2006. Direct costs as a percentage of service revenue increased from 46.4% for the first six months of 2005 to 51.5% for the same period of 2006. The increased percentage is due to increased levels of rework on certain projects and timing of significant change orders. In addition, due in part to the

challenging labor market, we also decided to carry a number of billable staff on the payroll as we balanced the delays and cancellations with our increasing pipeline of new business awards. During the second quarter of 2005, there were certain significant projects where we achieved operational milestones, which resulted in marginal efficiencies being realized from those projects. This did not occur during the second quarter of 2006.

Selling, general, and administrative expenses decreased by $2.8 million, or 5.6%, from $49.7 million for the first six months of 2005 to $46.9 million for the same period of 2006 and were slightly offset by a favorable impact from foreign currency fluctuations of approximately $0.1 million. After $1.9 million of non-cash stock option expense, the difference is related to the reduction of our management bonus accrual. Selling, general, and administrative expenses as a percentage of service revenue were 33.2% for the first six months of 2005 and 33.6% for the same period of 2006.

Depreciation and amortization expense decreased by approximately $0.5 million, or 8.9%, from $5.6 million for the first six months of 2005 to $5.1 million for the same period of 2006. Depreciation and amortization expense as a percentage of service revenue was 3.7% for the first six months of 2005 and 2006, respectively.

Income from operations decreased by $9.3 million, or 37.3%, from $24.9 million for the first six months of 2005 to $15.6 million for the same period of 2006. Income from operations as a percentage of service revenue increased from 16.6% for the first six months of 2005 to 11.2% for the same period in 2006. The decrease in income from operations is explained by a decrease in service revenues explained mostly by the timing and execution of new projects and cancellations.

Our effective tax rate for the first six months of 2005 was 38.0% as compared to 18.5% for the same period in 2006. The decrease in our effective rate was partly due to our release of tax valuation allowances on the foreign net operating loss carry forwards in Spain and France and the recognition of a change in prior year tax deductions in the UK which will result in the recapture of tax expense for 2002 through 2005 and the generation of tax net operating losses available for use in 2006. The release of the valuation allowances and the change in prior year tax deductions are both considered discrete events for interim tax reporting and are reflected in the entire period in which they are identified.

Recent Developments

On June 18, 2006, we entered into a definitive agreement to acquire all of the equity of Pharma Bio-Research (“PBR”), a Netherlands-based phase I/IIa unit and bioanalytical laboratory. The transaction closed on July 21, 2006, resulting in payment of approximately $107.0 million plus closing and other costs. The cash component was approximately $98 million, of which approximately $68 million was paid from cash accounts and approximately $30 million were drawn from our existing credit facility. The stock component is approximately $15 million or 674,507 new shares valued at $22.52 per share fixed based on the signature date of the purchase agreement. The acquisition will be accounted for as a business combination using the purchase method of accounting. Results of PBR’s acquired operations will be included in the consolidated financial statements from the date of acquisition.

Liquidity and Capital Resources

As of June 30, 2006, we had approximately $86.1 million of cash and cash equivalents. However, as a result of recent developments we had utilized $68 million for the acquisition. 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 six months of 2006, net cash provided by operations was $11.3 million as compared to net cash used in operations of $10.9 million for the same period during the prior year. Advanced billings increased during the first six months of 2006 by $12.7 million compared to a $36.2 million decrease for the same period of 2005. The primary reason for this increase is the increased initial invoicing on new business obtained in the past few quarters. Cash collections from accounts receivable were $200.9 million for the first six months of 2006, as compared to $161.6 million for the same period in 2005. This increase is primarily due to the timing of collections of initial billings on new business. In addition, adjustments to reconcile net income of $12.9 million in 2006 to cash provided

by operating activities include the addback of $5.1 million for depreciation and amortization, and $4.3 million provided for by changes in assets and liabilities. Days sales outstanding, which includes accounts receivable, unbilled services and advanced billings, were a positive 17 days and a positive one day as of June 30, 2006 and 2005, respectively.

Net cash used in investing activities was $3.3 million for the first six months of 2006 as compared to net cash provided by investing activities of $13.2 million for the same period of 2005. The decrease in cash provided was due to our sale of marketable securities during the year 2005. We expect our capital expenditures to be approximately $10 to $11 million for the full year 2006, with the majority of the spending related to information technology enhancement and expansion.

Net cash provided by financing activities in the first six months of 2006 was $3.4 million compared to net cash used of $0.1 million in the same period of 2005. Proceeds from the exercise of stock options of $2.0 million and excess tax benefits from share-based compensation of $1.5 million are the primary reason for this increase.

On March 7, 2006, we filed a shelf registration statement registering the resale of common stock to satisfy certain of our obligations under our June 2001 registration rights agreement with our pre-IPO investor and other parties. The registration statement allows these parties to publicly resell up to 5,000,000 shares of common stock, subject to certain limitations and the satisfaction by selling stockholders of the prospectus delivery requirements of the Securities Act of 1933 in connection with any such resale. We will not receive any of the proceeds from the sale of common stock sold by selling stockholders. The registration statement also includes a universal shelf component that provides for the offer and sale by us, from time to time on a delayed basis, of up to $350 million aggregate amount of debt securities, common stock, preferred stock and warrants. These securities, which may be offered in one or more offerings and in any combination, will in each case be offered pursuant to a separate prospectus supplement issued at the time of the particular offering that will describe the specific types, amounts, prices and terms of the offered securities.

Our current 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. As of June 30, 2006, we have not drawn any amount of indebtedness under our revolving credit facility. However, as noted in recent developments, we drew approximately $30 million on our credit facility in July, 2006.

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.

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, 2005. In 2006, we released tax valuation allowances established for loss carryforwards in Spain and France.

Our quarterly and annual effective income tax rate could vary substantially. We operate in several foreign jurisdictions and in each jurisdiction where we estimate annual pre-tax income, we must also estimate the local effective tax rate. In each jurisdiction where we estimate annual 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

On January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123(R)”) which requires the measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors based on estimated fair values. Stock-based compensation expense recognized under SFAS 123(R) for the three and six months ended June 30, 2006 was $0.8 million and $1.9 million, respectively, which consisted of stock-based compensation expense related to employee stock options. See Note 2 to the Consolidated Financial Statements for additional information.

The Company estimates the value of employee stock options on the date of grant using The Black-Scholes model. The determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the stock price of similar entities as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The use of a Black-Scholes model requires the use of extensive actual employee exercise behavior data and the use of a number of complex assumptions including expected volatility, risk-free interest rate, expected dividends, and expected term. Due to our limited trading history, we calculated expected volatility of our stock based on the volatility of the share price of similar entities. The risk-free interest rate assumption is based upon observed interest rates appropriate for the term

of our employee stock options. The dividend yield assumption is based on the history and expectation of dividend payouts. As stock-based compensation expense recognized in the Consolidated Statement of Operations for the first six months of fiscal 2006 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. SFAS 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on historical experience. For the three and six months ended June 30, 2006, the amount of compensation expense recognized was $0.8 million and $1.9 million, respectively, which was recorded in selling, general and administrative expenses in the condensed consolidated statement of operations. On a diluted per share basis, the incremental change was $0.03 and $0.06 per diluted share for the three and six month periods ended June 30, 2006, respectively, which were not present in 2005.

If factors change and we employ different assumptions in the application of SFAS 123(R) in future periods, the compensation expense that we record under SFAS 123(R) may differ significantly from what we have recorded in the current period.

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.

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.


ITEM 3	*QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK*

Interest Rate Risk

At June 30, 2006, 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.

For the quarter ended June 30, 2006, approximately 6.7% and 12.5% of total service revenue was denominated in British pounds and Euros, respectively. The Company periodically enters into foreign currency derivatives to mitigate exposure to movements between the US dollar and the British pound and the US dollar and Euro. These derivatives are designated as cash flow hedges and accordingly the changes in fair value have been recorded in

stockholders equity (as a component of comprehensive income). These derivatives were accounted for in accordance with FAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” The potential decrease in net income resulting from a hypothetical weakening of the U.S. dollar relative to the British pound and Euro of 10% would have been approximately $0.8 million for the six months ended June 30, 2006.

Foreign Currency Hedges

In the first and second quarter of 2006, we entered into a number of foreign currency hedging contracts to mitigate exposure to movements between the U.S. dollar and the British pound, the U.S. dollar and the Euro, and the U.S. dollar and the Canadian dollar. We agreed to purchase a given amount of British pounds, Euros, and Canadian dollars at established dates throughout 2006. 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

As required byRule 13a-15 under the Securities Exchange Act of 1934, management has evaluated, with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding our required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and procedures.

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 June 30, 2006. Based on the evaluation we conducted, our management has concluded that our disclosure controls and procedures are effectively designed to ensure that we record, process, summarize, and report information required to be disclosed by us within the time periods specified by the rules and forms of the Securities and Exchange Commission, and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures.

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 1.	*LEGAL PROCEEDINGS*

We are currently involved, as we are from time to time, in legal proceedings that arise in the ordinary course of our business. We believe that we have adequately reserved for these liabilities and that there is no other litigation pending that could materially harm our results of operations and financial condition.


ITEM 1A.	*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.

The sale of a substantial number of our shares of common stock in the public market could reduce the market price of our shares, which in turn could negatively impact your investment in us.

Future sales of a substantial number of shares of our common stock in the public market (or the perception that such sales may occur) could reduce our stock price and could impair our ability to raise capital through future sales of our equity securities. On March 7, 2006, we registered to sell, on a delayed or continuous basis under Rule 415, up to $350,000,000 aggregate amount of debt securities, common stock, preferred stock and warrants. We also registered 5,000,000 shares of our common stock that may be sold by certain of our stockholders. These securities, which may be offered in one or more offerings and in any combination, will in each case be offered pursuant to a separate prospectus supplement issued at the time of the particular offering that will describe the specific types, amounts, prices and terms of the offered securities. We cannot predict the effect, if any, that such future issuances may have on the market price of our common stock. The issuance and sale of these additional securities from time to time, or the perception that such issuances and sales may occur, could adversely affect the market price of our common stock.

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

We review acquisitions candidates in the ordinary course of our business. Acquisitions involve numerous risks, including the expenses incurred in connection with the acquisition, the difficulties in assimilating operations, the diversion of management’s attention from other business concerns, and the potential loss of key employees of the acquired company. Acquisitions of foreign companies involve the additional risks of assimilating differences in foreign business practices, hiring and retaining qualified personnel, and overcoming language barriers. All of these attributes are present in the PBR acquisition, which closed on July 21, 2006. We cannot assure you that we will successfully integrate this or future acquisitions into our operations.


ITEM 3.	*UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS*

As previously reported, in connection with our acquisition of PBR, we entered into a Share and Loan Note Purchase Agreement by and among us, PBR Holdings SA, a Luxembourg société anomyme (“Holdings”), PBR and certain other parties (collectively with Holdings, the “Sellers”) (the “Agreement”) under which we agreed

to acquire all of the outstanding shares of PBR for $98 million in cash and debt and 674,505 of restricted shares of our common stock.

The Sellers agreed that the restricted shares of our common stock issued upon the closing of the acquisition are subject tolock-up restrictions under which the Sellers agree to refrain from transferring, hedging or otherwise disposing of the shares for a period of one year after the closing of the acquisition. Prior to the expiration of thelock-up period, we have agreed to register the resale of the shares by Holdings and to maintain an effective registration statement for the shares for a period of up to one year after the registration statement becomes effective.

The offer and sale of the shares of our common stock upon the closing of the acquisition are exempt from registration under Section 4(2) of the Securities Act of 1933and/or Regulation S promulgated thereunder.


ITEM 4.	*SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS*

The Annual Meeting of Shareholders of the Company was held on June 12, 2006. At the Annual Meeting two directors were reelected to the Board of Directors with the following vote cast: Jean Pierre L. Conte received 18,414,870 votes for and 1,198,255 votes were withheld; Armin Kessler received 18,845,296 votes for and 767,829 votes were withheld. The following directors’ term of office as a director continued after the meeting; Melvin D. Booth, Robert E. Conway, Patrick K. Donnelly, Judith A. Hemberger, and Robert J. Weltman.

In addition, at the Annual Meeting, the selection of PriceWaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2006 was ratified with 19,610,675 votes for, 1,300 votes against and 1,150 votes were withheld.

Furthermore, at the Annual Meeting, the Company’s Employee Stock Purchase Plan was ratified with 18,982,667 votes for, 104,616 votes against and 3,010 votes were withheld.


ITEM 6.	*EXHIBITS*

(a) Exhibits


Exhibit
Number			Description of Exhibit

	10	.1(1)	Share and Loan Note Purchase Agreement by and among PRA International, Colomera Investments B.V., PBR Holdings SA and Pharma Bio-Research Metaholdings B.V., dated June 18, 2006. The schedules to Share Purchase Agreement are omitted but will be furnished to the Securities and Exchange Commission supplementally upon request.
	10	.2(1)	Amendment of the Share and Loan Note Purchase Agreement by and among PRA International, colomera Investments B.vV., PBR Holdings SA and Pharma Bio-Research Metaholdings B.V., dated July 21, 2006.
	21	.1(2)	Subsidiaries of PRA International.
	31	.1(1)	Certification of the Chief Executive Officer pursuant toRule 13a-14(a).
	31	.2(1)	Certification of the Chief Financial Officer pursuant toRule 13a-14(a).
	32	.1(2)	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(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.


(1)		Incorporated by reference toForm 8-K filed on July 26, 2006 (FileNo. 000-51029).

(2)		Furnished herewith.

(3)		Filed herewith.

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: August 3, 2006

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PRA International (PRAI) 10-Q2006 Q2 Quarterly report

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