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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of earliest event reported): September 19, 2002 COMMISSION FILE NUMBER 333-92383 CHARLES RIVER LABORATORIES INTERNATIONAL, INC. (Exact Name of Registrant as specified in its Charter) DELAWARE 06-1397316 (State of Incorporation) (I.R.S. Employer Identification No.) 251 BALLARDVALE STREET, WILMINGTON, MASSACHUSETTS 01887 (Address of Principal Executive Offices) (Zip Code) 978-658-6000 (Registrant's Telephone Number, Including Area Code)
ITEM 9. REGULATION FD DISCLOSURE On September 19, 2002, Charles River Laboratories, Inc., wholly-owned subsidiary of the Registrant, posted to its company website an investor presentation, a copy of which is filed herewith as Exhibit 99.1. EXHIBIT 99.1 Investor Presentation SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, we have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CHARLES RIVER LABORATORIES INTERNATIONAL, INC. Dated: September 24, 2002 By: /s/ Dennis R. Shaughnessy ------------------------------------------ Dennis R. Shaughnessy, Sr. Vice President, Corporate Development, General Counsel and Secretary
[LOGO] CHARLES RIVER LABORATORIES Life. Science. This document contains "forward looking statements." Such statements involve a number of risks and uncertainties that could cause actual results to differ materially from those stated or implied by the forward looking statement, including acquisition integration risks, special interest groups, contaminations, industry trends, new displacement technologies, outsourcing trends, USDA and FDA regulation, changes in law, special interest groups, continued availability of products and supplies, personnel and control, and others that are described in the Risk Factors contained in the Company's registration Statement on Form S-3, as filed on July 19, 2001. The Company disclaims any intent or obligation to update forward looking statements, and otherwise claims the safe harbor protections for forward looking statements afforded under The Private Securities Litigation Reform Act of 1995. 2 COMPANY OVERVIEW 3 CHARLES RIVER LABORATORIES Leading provider of products and services that facilitate the discovery and development of new drugs. 4 CRITICAL PATH TO DRUG DEVELOPMENT Discovery Development Clinical Trials Regulatory Submission & Review [GRAPH] >5,000 New Drug Candidates 1 New Drug Charles River's Primary Focus 5 CUSTOMER COMPOSITION 2001 Sales: $466 million [GRAPH] Pharmaceutical and Biotech Companies 79% Academic 16% Government 5% No Commercial Customer Accounts for More than 3% of Revenues 6 GEOGRAPHIC COMPOSITION 2001 Sales: $466 million [GRAPH] North America 73% Europe 16% Japan 11% 7 The only global provider: 76 production and laboratory facilities in 15 countries 8 UNMATCHED INDUSTRY EXPERTISE o 5000 employees worldwide o 20% have been with company 10 years or more o More than 250 scientists o Management team average experience -20 years 9 35 YEARS OF GROWTH & PROFITABILITY 2001 Revenues $466 Million [GRAPH] 2000 IPO (NYSE) 1947 Private Company 1968 Public Company (NASDAQ) 1984 Wholly-Owned Subsidiary of Bausch & Lomb 1999 Private Company/Management-Led Leverage Buyout 10 EXCEEDED WALL STREET EARNINGS ESTIMATES IN ALL 8 QUARTERS POST-IPO [GRAPH] / / First Call Consensus / / Actual Excludes $0.02 Q4:01 consolidation charge. 11 GROWTH IN PHARMA R&D SPENDING o New drug discovery targets o Genomics and proteomics o Patent expiration U.S. Pharmaceutical R&D Spending ($ in billions) [GRAPH] Source: 2001 PhRMA Annual Survey--U.S. Pharma R&D spending, domestic and abroad. 12 PRE-CLINICAL OUTSOURCING Pre-Clinical R&D Spending ($ in billions) [GRAPH] Source: 2001 PhRMA Annual Survey--U.S. Pharma R&D spending, domestic and abroad. 13 CHARLES RIVER LABORATORIES BUSINESS SEGMENTS 14 ANIMAL RESEARCH MODELS: 40% OF REVENUES o More than 130 genetically and virally defined research models o Movement towards disease models--Diabetes, Alzheimer's, Cardiovascular o Mandated by FDA and global regulatory agencies 15 UNIQUE COMPETITIVE ADVANTAGES o Global o Relationships o Scientific depth o Biosecurity 16 MARKET SHARE LEADER 2001 Worldwide Market Opportunity: $475+ million [GRAPH] Charles River is 4x Larger than its Next Competitor Source: Company estimates. 17 STRATEGIC PARTNERSHIP WITH THE JACKSON LABORATORIES o Premier mammalian genetic research institution o Hundreds of unique mouse models o Exclusive distribution in Europe and Japan 18 BIOMEDICAL PRODUCTS AND SERVICES 19 BIOMEDICAL PRODUCTS AND SERVICES: 60% OF CURRENT REVENUES o Directed at high-growth areas of drug discovery and development o Discovery Services o Development Services o in vitro Technologies o Vaccine Support Services o Enables customers to outsource required drug development procedures 20 LEADING MARKET SHARES (1) High throughput MAP/BAC compound screening (2) Volumes for clinical trials Source: Company estimates. 21
($ IN MILLIONS) ESTIMATED MARKET SIZE RANK - ------------------------------------------------------------------------------------------------- DISCOVERY SERVICES Transgenic Services $75-$100 #1 Contract Site Management 150-200 #1 Infectious Disease and Genetic Testing 35-50 #1 DEVELOPMENT SERVICES Drug Safety Assessment $500-$750 #1 Pharmacokinetics/Metabolism 150-175 #1(1) BioanalyticalChemistry 150-175 #1(1) Surgery/Pharmacology 100-150 #1 BiosafetyTesting 100-150 #2 Bioproduction Services 100-125 #2(2) Pathology Services 75-100 #1 INVITRODETECTION SYSTEMS $125-$150 #1 VACCINE SUPPORT PRODUCTS $75-$100 #1 - ------------------------------------------------------------------------------------------------- TOTAL $1,880-$2,560 - ------------------------------------------------------------------------------------------------- DISCOVERY SERVICES Transgenic Services o Facilities in US, France, Japan Laboratory and Research Services o Genetic testing o Infectious disease testing o Drug efficacy testing Contract Site Management o $25 million five-year NCI-Frederick contract 4 year CAGR: 43% 22 FULL RANGE OF DEVELOPMENT SERVICES Entire range of services to take molecule from discovery to FDA filing o Drug Safety Assessment o Pharmacokinetics / Metabolism o BioanalyticalChemistry o Surgery / Pharmacology o BiosafetyTesting o BioproductionServices o Pathology Services 2001 pro forma growth of 20% (4 year CAGR: 156%) 23 MAJOR ACQUISITIONS -2001 PRIMEDICA Description Leading pre-clinical outsourcing services company 2001 Revenue $80 million Rationale Strengthened and complemented existing portfolio with high value-added services PATHOLOGY ASSOCIATES Description World's leading provider of contract pathology services in research models 2001 Revenue $38 million Rationale Expanded pre-clinical capabilities 24 MAJOR ACQUISITION - JUNE 2002 BIOLABS Description Privately held pre-clinical outsourcing services in Western Ireland Performs bioassay, animal health and medical device support 2001 Revenue $10 million Rationale Strengthened and complemented existing portfolio with high value-added services in the same channel EPS Impact Accretive in 2002 by $0.01 to $0.02 Integration Base for expansion of our services portfolio in Europe 25 IN VITRO TECHNOLOGIES o Only FDA-approved alternative to animal testing o Endotoxintesting for injectable drug / medical device lot release 4 year CAGR: 18% 26 IN VITRO (NON-ANIMAL) TECHNOLOGIES - EXPANDED MARKET OPPORTUNITIES [GRAPHIC] In Vitro Pyrogen Test Portable LAL Device 27 GROWTH STRATEGY 28 CORPORATE OBJECTIVE: DELIVER 20% ANNUAL GROWTH * o Same-channel o Outsourcing o Genomics and proteomics o Model creation o In vitro technologies o Acquisitions * Assumes 15% organic growth and 5% acquisitive growth. 29 SHIFT TO HIGHER-GROWTH BUSINESSES [GRAPHIC] / / RESEARCH MODELS / / BIOMEDICAL PRODUCTS AND SERVICES 30 GROWTH - MORE SALES TO SAME CUSTOMERS Specialty PK and Toxicology by Disease Area Specialty Pathology Transgenic Model Development In Vitro Metabolism and Toxicology Drug Formulation Bioanalytical Chemistry Biopharmaceutical Production Pharmacokinetics & Metabolism Pathology Services In Vitro Detection Systems Biotech Safety Testing Drug Safety Assessment Vaccine Support Products Research Support Services Infectious Disease & Genetic Testing Transgenic Services Research Models [GRAPHIC] Note: Results are not to scale. 31 GROWTH THROUGH STRATEGIC ACQUISITIONS o 19 acquisitions and alliances since 1994 o Same channel strategy 32 STRINGENT CRITERIA FOR ACQUISITIONS o Non-dilutive o 20% operating margin o 15%+ top-line growth o Leading player o Leverage worldwide infrastructure o Scientific leadership 33 FINANCIAL OVERVIEW 34 FINANCIAL HIGHLIGHTS Net Sales Research Models 4-Year CAGR: 11% Biomedical Products & Services 4-Year CAGR: 52% ($ in millions) [GRAPHIC] / / Research Models / / Biomedical Products & Services 35 FINANCIAL HIGHLIGHTS (CONT'D) Operating Income(1) Research Models 4-Year CAGR: 29% Biomedical Products & Services 4-Year CAGR: 58% ($ in millions) [GRAPHIC] / / Research Models / / Biomedical Products & Services (1) Excludes unallocated corporate overhead. 36 FINANCIAL HIGHLIGHTS (CONT'D) EBITDA ($ in millions) [GRAPHIC] 37 SOLID FINANCIAL PERFORMANCE o Exceeded Wall Street earnings estimates in all 8 quarters post IPO o Provided guidance of $1.37 to $1.40 for CY 2002 vs. $0.94 for CY 2001(1) [GRAPHIC] / / First Call Consensus / / Actual (1) Excludes $0.02 Q4:01 consolidation charge. 38 STRONG CAPITALIZATION (1) Adjusted for subsequent retirements of Senior Subordinated Notes and the Senior Convertible Debenture offering. 39
($ IN MILLIONS) AS OF AS OF DEC. 29, 2001 JUN. 29, 2002 ---------------------------------------------- ACTUAL ACTUAL - ------------------------------------------------------------------------------------------------------------ Cash & Cash Equivalents $ 58.3 $ 84.7 Term Loans $ 68.6 $ 0.0 Senior Subordinated Notes 78.9 0.0 Other Debt 9.3 3.7 Senior Convertible Debentures 0.0 185.0 - ------------------------------------------------------------------------------------------------------------ TOTAL DEBT $ 156.8 $ 188.7 Shareholder's Equity 286.1 309.5 - ------------------------------------------------------------------------------------------------------------ Total Capitalization $ 442.9 $ 498.2 Net Debt / Total Capitalization 22.2% 20.9% Net Debt / EBITDA 0.8x .8x - ------------------------------------------------------------------------------------------------------------ FINANCIAL OBJECTIVES (1) Not meaningful due to recapitalization transaction and prior ownership by B&L. (2) Includes acquisitions. 40
1997 - 2001 2002 LONG-TERM CAGR GUIDANCE GROWTH TARGETS(2) - ---------------------------------------------------------------------------------------- Revenue Growth 27% 15% 20 +% Research Models 11% - 8% to 10% Biomedical Products & Services 52% - 30% to 35% Operating Income Growth 42% - 20% to 25% Net Income/EPS Growth NA (1) 25+% 25 +% - ---------------------------------------------------------------------------------------- Operating Margins Improved from 20+% 20% to 22% 15% to 20% - ---------------------------------------------------------------------------------------- INVESTMENT HIGHLIGHTS o Preclinical outsourcing o Growth driven by pharma R&D spending o Predictable and consistent financial performance o Leading market shares o Longstanding customers o Acquisition track record o Experienced management team 41 [LOGO] CHARLES RIVER LABORATORIES Life. Science. 42