UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2009
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 000-21244
PAREXEL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
| Massachusetts | 04-2776269 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
195 West Street Waltham, Massachusetts | 02451 | |
| (Address of principal executive offices) | (Zip Code) |
(781) 487-9900
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | x | Accelerated Filer | ¨ | |||
| Non-Accelerated Filer | ¨ (Do not check if smaller reporting company) | Smaller Reporting Company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Explanatory Note
PAREXEL International Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to amend the disclosure under the caption “Other Income and Expense” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, as set forth in its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2009 (the “Original Filing”). Accordingly, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Other Income and Expense” for the six months ended December 31, 2009 compared with the six months ended December 31, 2008 is amended and restated in its entirety as set forth below. This Amendment does not affect the Company’s financial statements as set forth in the Original Filing. No other information in the Original Filing is amended by this Amendment.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Six Months Ended December 31, 2009 Compared With Six Months Ended December 31, 2008:
Other Income and Expense
We recorded net other expense of $10.7 million for the six months ended December 31, 2009 compared with net other income of $2.0 million for the six months ended December 31, 2008. The $12.7 million swing was attributable to a $14.0 million decrease in foreign exchange gains; partially offset by a $0.8 million decrease in interest expense (net of interest income) and a $0.5 million decrease in other miscellaneous expenses. Miscellaneous expense for the six months ended December 31, 2009 included a $6.1 million reserve for an impaired investment in a French laboratory that filed for bankruptcy protection. The $8.0 million of miscellaneous income for the six months ended December 31, 2008 consisted of $21.2 million of gains related to foreign exchange contracts, which were offset by $6.4 million of losses on revaluation of foreign denominated assets/liabilities, a $3.0 million legal settlement charge related to a contract dispute, a $2.3 million write-off of certain impaired assets, and $1.5 in other miscellaneous losses. Of the total $21.2 million of gains related to foreign exchange contracts, $15.5 million was attributable to a derivative instrument hedging the currency fluctuations between the pound sterling and Euro as part of the cash funding structures used for the $172 million ClinPhone acquisition. The majority of these gains were largely offset by losses resulting from the remeasurement of the related foreign currency denominated liabilities.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
The following exhibits are filed with this report. The exhibit index previously included in the Report is not amended hereby.
| (a) | Exhibits |
| 31.1 | Principal executive officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Principal financial officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Principal executive officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2 | Principal financial officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PAREXEL International Corporation | ||||||
| Date: April 28, 2010 | By: | /S/ JOSEF H.VON RICKENBACH | ||||
| Josef H. von Rickenbach | ||||||
| Chairman of the Board and Chief Executive Officer | ||||||
| Date: April 28, 2010 | By: | /S/ JAMES F. WINSCHEL, JR. | ||||
| James F. Winschel, Jr. | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
2
