Exhibit 99.2
PAREXEL INTERNATIONAL CORPORATION
UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS
The following unaudited condensed combined pro forma financial statements have been prepared to give effect to the acquisition by PAREXEL International Corporation (“PAREXEL” or the “Company”) of ClinPhone plc (“ClinPhone”) on August 14, 2008 (the “ClinPhone Acquisition”), using the purchase method of accounting and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. These unaudited pro forma condensed combined financial statements were prepared as if the ClinPhone Acquisition had been completed as of July 1, 2007 with respect to the pro forma combined statement of operations and as of June 30, 2008 with respect to the pro-forma combined balance sheet. The historical consolidated financial information has been adjusted to give effect to pro forma events that are directly attributable to the merger and factually supportable.
The unaudited pro forma condensed combined financial statements are based upon the respective historical combined financial statements of the Company and ClinPhone. These unaudited pro forma condensed combined financial statements should be read in conjunction with: (i) PAREXEL’s Annual Report on Form 10-K for the year ended June 30, 2008 filed on August 27, 2008; (ii) ClinPhone’s audited financial statements for the twelve months ended February 29, 2008, included in this Form 8-K as Exhibit 99.1; and (iii) the accompanying notes to the unaudited pro forma condensed combined financial statements. The financial statements of ClinPhone for the twelve months ended February 29, 2008 included as Exhibit 99.1 to this Form 8-K have been prepared under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and presented in pounds sterling (“GBP”), whereas all amounts for PAREXEL for the year ended June 30, 2008 included herein have been presented in U.S. dollars and prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”).
Because PAREXEL and ClinPhone had fiscal years ending at different times, the unaudited pro forma condensed combined financial statements include the unaudited results of ClinPhone’s operations for the twelve months ended May 31, 2008 and the unaudited balance sheet as of May 31, 2008. These unaudited statements are presented in U.S. dollars and have been prepared in accordance with US GAAP. The unaudited financials for the twelve months ended May 31, 2008 were translated to $ US using a rate of 2.0022 $ US to 1.0 pound sterling. The unaudited balance sheet as of May 31, 2008 was translated to $ US using a rate of 1.9762 $ US to 1.0 pound sterling for the assets and liabilities. The equity accounts were translated to $ US using an average rate of 1.8589 $ US to 1.0 pound sterling.
The unaudited pro forma condensed combined financial statements include adjustments, which are based upon preliminary estimates, to reflect the allocation of the purchase price to the acquired assets and assumed liabilities of ClinPhone. The preliminary allocation of the purchase price is subject to change pending the completion of the final valuation study and allocation of the purchase consideration. The Company intends to complete this valuation and establish a final purchase price allocation by August 14, 2009.
The unaudited pro forma condensed combined financial statements are intended for informational purposes only and, in the opinion of management, are not necessarily indicative of the financial position or results of operations of the Company had the ClinPhone Acquisition actually been effected as of the dates indicated, nor are they indicative of the Company’s future financial position or results of operations.
The unaudited pro forma condensed combined financial statements do not include potential cost savings from operating efficiencies or synergies that may result from the ClinPhone Acquisition but does include the elimination of certain non-recurring expenses related to the merger.
PAREXEL INTERNATIONAL CORPORATION
UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF INCOME
| | | | | | | | | | | | | | | | |
| | For the twelve months ended | |
| | 6/30/2008 PXL | | | 5/31/2008 Pro Forma ClinPhone | | | Pro Forma Adjustments | | | 6/30/2008 Pro Forma | |
Service revenue | | $ | 964,283 | | | $ | 94,241 | | | | | | | $ | 1,058,524 | |
Reimbursement revenue | | | 198,687 | | | | — | | | | | | | | 198,687 | |
| | | | | | | | | | | | | | | | |
Total revenue | | | 1,162,970 | | | | 94,241 | | | | — | | | | 1,257,211 | |
| | | | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Direct costs | | | 629,399 | | | | 38,479 | | | | | | | | 667,878 | |
Reimbursable out-of-pocket expenses | | | 198,687 | | | | — | | | | | | | | 198,687 | |
Selling, general and administrative | | | 211,392 | | | | 49,863 | | | | (6,754 | ) a | | | 254,501 | |
Depreciation | | | 33,005 | | | | 3,225 | | | | | | | | 36,230 | |
Amortization | | | 4,681 | | | | 8,123 | | | | (1,169 | ) b | | | 11,635 | |
Restructuring benefits | | | (860 | ) | | | — | | | | | | | | (860 | ) |
| | | | | | | | | | | | | | | | |
Total costs and expenses | | | 1,076,304 | | | | 99,690 | | | | (7,923 | ) | | | 1,168,071 | |
| | | | |
Income from operations | | | 86,666 | | | | (5,449 | ) | | | 7,923 | | | | 89,140 | |
| | | | |
Interest income | | | 22,018 | | | | 809 | | | | | | | | 22,827 | |
Interest expense | | | (23,767 | ) | | | (2,391 | ) | | | (8,552 | ) c | | | (34,710 | ) |
Other income, net | | | 620 | | | | — | | | | | | | | 620 | |
| | | | | | | | | | | | | | | | |
Total other expense, net | | | (1,129 | ) | | | (1,582 | ) | | | (8,552 | ) | | | (11,263 | ) |
| | | | |
Income before provision for income taxes and minority interest expense | | | 85,537 | | | | (7,031 | ) | | | (629 | ) | | | 77,877 | |
| | | | |
Provision (benefit) for income taxes | | | 20,026 | | | | (5,675 | ) | | | 3,882 | d | | | 18,233 | |
Minority interest expense, net of tax | | | 871 | | | | — | | | | | | | | 871 | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 64,640 | | | $ | (1,356 | ) | | $ | (4,511 | ) | | $ | 58,773 | |
| | | | | | | | | | | | | | | | |
| | | | |
Earnings per share: | | | | | | | | | | | | | | | | |
Basic | | $ | 1.16 | | | | | | | | | | | $ | 1.05 | |
Diluted | | $ | 1.12 | | | | | | | | | | | $ | 1.02 | |
| | | | |
Weighted average shares: | | | | | | | | | | | | | | | | |
Basic | | | 55,896 | | | | | | | | | | | | 55,896 | |
Diluted | | | 57,461 | | | | | | | | | | | | 57,461 | |
See Notes to Unaudited Condensed Combined Pro Forma Financial Statements
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PAREXEL INTERNATIONAL CORPORATION
UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET
| | | | | | | | | | | | | |
| | 6/30/2008 PXL | | 5/31/2008 ClinPhone | | Pro Forma Adjustments | | | 6/30/2008 Pro forma |
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 51,918 | | $ | 5,331 | | | | | | $ | 57,249 |
Billed and unbilled accounts receivable, net | | | 475,816 | | | 19,435 | | | | | | | 495,251 |
Prepaid expenses | | | 16,789 | | | 2,492 | | | | | | | 19,281 |
Deferred tax assets | | | 21,081 | | | — | | | | | | | 21,081 |
Income taxes receivable | | | 2,198 | | | — | | | | | | | 2,198 |
Other current assets | | | 13,479 | | | — | | | | | | | 13,479 |
| | | | | | | | | | | | | |
Total current assets | | | 581,281 | | | 27,258 | | | | | | | 608,539 |
| | | | |
Property and equipment, net | | | 137,133 | | | 7,179 | | | | | | | 144,312 |
Goodwill | | | 147,664 | | | 64,231 | | | 42,713 | a | | | 254,608 |
Other intangible assets, net | | | 34,608 | | | 25,495 | | | 61,539 | b | | | 121,642 |
Non-current deferred tax assets | | | 3,393 | | | 2,288 | | | | | | | 5,681 |
Long-term income taxes receivable | | | 25,727 | | | — | | | | | | | 25,727 |
Other assets | | | 18,265 | | | 77 | | | | | | | 18,342 |
| | | | | | | | | | | | | |
Total assets | | $ | 948,071 | | $ | 126,528 | | $ | 104,252 | | | $ | 1,178,851 |
| | | | | | | | | | | | | |
| | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Notes payable and current portion of long-term debt | | $ | 66,474 | | $ | 1,879 | | $ | 52,121 | c | | $ | 120,474 |
Accounts payable | | | 22,470 | | | 6,214 | | | | | | | 28,684 |
Deferred revenue | | | 213,126 | | | — | | | | | | | 213,126 |
Accrued expenses | | | 35,438 | | | 10,570 | | | | | | | 46,008 |
Accrued restructuring charges, current portion | | | 2,834 | | | — | | | | | | | 2,834 |
Accrued employee benefits and withholdings | | | 77,176 | | | — | | | | | | | 77,176 |
Current deferred tax liabilities | | | 14,343 | | | 1,223 | | | | | | | 15,566 |
Income taxes payable | | | — | | | 1,273 | | | | | | | 1,273 |
Other current liabilities | | | 2,885 | | | 2,026 | | | | | | | 4,911 |
| | | | | | | | | | | | | |
Total current liabilities | | | 434,746 | | | 23,185 | | | 52,121 | | | | 510,052 |
Long-term debt, net of current portion | | | 3,465 | | | 19,143 | | | 133,830 | c | | | 156,438 |
Non-current deferred tax liabilities | | | 23,069 | | | 8,259 | | | | | | | 31,328 |
Long-term accrued restructuring charges, less current portion | | | 2,410 | | | — | | | | | | | 2,410 |
Long-term income tax liabilities | | | 45,467 | | | — | | | | | | | 45,467 |
Other liabilities | | | 7,833 | | | 108 | | | | | | | 7,941 |
| | | | | | | | | | | | | |
Total liabilities | | | 516,990 | | | 50,695 | | | 185,951 | | | | 753,636 |
Minority interest in subsidiary | | | 2,990 | | | — | | | | | | | 2,990 |
Stockholders’ equity: | | | | | | — | | | | | | | |
Preferred stock | | | — | | | — | | | | | | | — |
Common stock | | | 567 | | | 1,252 | | | (1,252 | ) d | | | 567 |
Additional paid-in capital | | | 209,410 | | | 48,335 | | | (48,335 | ) d | | | 209,410 |
Retained earnings | | | 165,885 | | | 26,246 | | | (32,112 | ) e | | | 160,019 |
Accumulated other comprehensive income | | | 52,229 | | | — | | | | | | | 52,229 |
| | | | | | | | | | | | | |
Total stockholders’ equity | | | 428,091 | | | 75,833 | | | (81,699 | ) | | | 422,225 |
| | | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 948,071 | | $ | 126,528 | | $ | 104,252 | | | $ | 1,178,851 |
| | | | | | | | | | | | | |
See Notes to Unaudited Condensed Combined Pro Forma Financial Statements
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PAREXEL INTERNATIONAL CORPORATION
NOTES TO UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS
The unaudited pro forma condensed combined financial statements included herein have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and certain footnote disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations; however, management believes that the disclosures are adequate to make the information presented not misleading.
Basis of Pro Forma Presentation
On August 14, 2008, PAREXEL acquired all the issued shares of ClinPhone plc, a company traded on the London Stock Exchange, (“ClinPhone”), for approximately $172 million U.S. Dollars (USD) in cash, and repaid approximately $20 million of ClinPhone debt. By combining ClinPhone with Perceptive Informatics, Perceptive is now one of the industry’s largest providers of telecommunications and web-based (“eClincial”) technologies for clinical research. The combined company offers unprecedented access to eClinical technologies and resources, providing clients and service providers with the benefits of an extensive line of products and services throughout the entire clinical development lifecycle.
PAREXEL arranged a $315 million USD facility with JPMorgan Chase Bank, N.A. and Keybank National Association in order to fund the acquisition and costs related to the acquisition, and to refinance the existing debt of ClinPhone and PAREXEL.
The unaudited pro forma combined statement of income for the year ended June 30, 2008 gives effect to the ClinPhone Acquisition as if it had occurred on July 1, 2007. The unaudited pro forma combined balance sheet as of June 30, 2008 was prepared as if the ClinPhone Acquisition had been consummated on July 1, 2007.
Purchase Price Allocation
The total purchase price was allocated to the tangible and intangible assets and liabilities acquired based on fair value, with any excess recorded as goodwill. These estimates of fair value and the purchase price are subject to finalization in the first quarter of Fiscal Year 2010. The following table summarizes the purchase price allocation for ClinPhone (in thousands):
| | | | |
Purchase Price: | | | | |
Cash paid, net of cash acquired | | $ | 185,297 | |
| | | | |
Total | | $ | 185,297 | |
| | | | |
| |
Allocations: | | | | |
Fair value of assets acquired | | | | |
Accounts receivable | | $ | 20,269 | |
Other current assets | | | 2,177 | |
Property and equipment, net | | | 10,719 | |
Goodwill | | | 106,944 | |
Other intangible assets, net | | | 87,034 | |
Liabilities assumed | | | | |
Accounts payable | | | (8,628 | ) |
Current liabilities | | | (10,233 | ) |
Deferred revenues | | | (10,764 | ) |
Other liabilities | | | (12,221 | ) |
| | | | |
Net assets acquired | | $ | 185,297 | |
| | | | |
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PAREXEL INTERNATIONAL CORPORATION
Pro Forma Adjustments
Statement of Income
| (a) | Elimination of non-recurring expenses related to the merger including listing fees and broker fees. |
| (b) | Adjustment of historic ClinPhone amortization costs to revised amortization expense giving effect to preliminary intangible valuations. |
| (c) | Incremental interest related to new debt used to finance the ClinPhone acquisition, based upon incremental debt of $206 million at an annual interest rate of 5%. |
| (d) | Tax adjustment to eliminate ClinPhone taxes and record new tax based on PXL effective tax rate. |
Balance Sheet
| (a) | Incremental goodwill related to acquisition |
| (b) | Incremental intangible assets related to the acquisition. |
| (c) | Incremental new debt used to finance the ClinPhone acquisition. |
| (d) | Equity method elimination of ClinPhone. |
| (e) | Equity method elimination of ClinPhone and incremental net loss related to pro forma income statement. |
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