View:
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
May 3, 2005
Date of Report (Date of earliest event reported)
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
(Exact Name of Registrant as specified in its Charter)
---------------------
Delaware 333-92383 06-1397316
(State or Other Jurisdiction) (Commission File Number) (I.R.S. Employer
of Incorporation 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 2.02. Results of Operations and Financial Condition
The following information shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
On May 3, 2005, Charles River Laboratories International, Inc. issued a press
release providing financial results for the first quarter ended March 26, 2005.
The press release, attached as an exhibit to this report, includes "safe harbor"
language pursuant to the Private Securities Litigation Reform Act of 1995, as
amended, indicating that certain statements contained in the press release are
"forward-looking" rather than historic. The press release also states that these
and other risks relating to Charles River are set forth in the documents filed
by Charles River with the Securities and Exchange Commission.
ITEM 9.01. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Press release dated May 3, 2005.
2
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: May 3, 2005
By: /s/ Jody Acford
-----------------------------------------
Jody Acford, Corporate Senior Vice
President, General Counsel and
Corporate Secretary
3
Exhibit Index
Exhibit No. Description
- ----------- -----------
99.1 Press release dated May 3, 2005.
4
Exhibit 99.1
Charles River Laboratories Announces Strong First-Quarter 2005 Results
WILMINGTON, Mass.--(BUSINESS WIRE)--May 3, 2005--
- Sales Increase 59% to $274 million -
- GAAP Earnings Per Share of $0.40 and $0.55 on a Non-GAAP Basis -
- Company Reaffirms Guidance for 2005 on Continuing Strong Demand
for Outsourced Services -
Charles River Laboratories International, Inc. (NYSE:CRL) today
reported first-quarter 2005 financial results. Net sales for the first
quarter of 2005 increased 58.6% to $273.7 million, compared to $172.6
million reported in the first quarter of 2004. The increase was due
primarily to the acquisition of Inveresk Research Group, and also to
continuing strong demand for research models and outsourced
preclinical services.
Net income on a GAAP basis was $27.6 million, or $0.40 per diluted
share in the first quarter of 2005, compared to $17.6 million, or
$0.36 per diluted share, in the first quarter of 2004. On a non-GAAP
basis, net income for the first quarter was $38.6 million, compared to
$23.4 million in the first quarter of 2004. Non-GAAP earning per
diluted share were $0.55, compared to $0.47 per diluted share in the
first quarter of 2004. Non-GAAP results in the first quarter of 2005
exclude amortization of intangibles of $13.3 million, or $0.12 per
diluted share, and compensation charges of $3.0 million, or $0.03 per
diluted share, related to the acquisition of Inveresk, and in the
first quarter of 2004, exclude a net charge of $5.8 million, or $0.11
per diluted share, related to the write-off of a deferred tax asset
and release of a related tax valuation allowance in connection with
the Company's reorganization of its European operations.
James C. Foster, Chairman, President and Chief Executive Officer
said, "We are extremely pleased with our first-quarter results. The
year is off to a strong start, with sales and earnings growth driven
by continuing demand for our products and services, particularly in
the preclinical arena, where our customers are outsourcing more
services. Our acquisition of Inveresk, our efforts to target new
opportunities with our broader portfolio, and our continuing focus on
operational efficiency, have positioned us extremely well to address
this market, and to grow profitably. We continue to be optimistic
about our prospects for 2005."
Business Segments Results
As a result of the acquisition of Inveresk, the Company is now
reporting three business segments: Research Models and Services (RMS),
Preclinical Services (formerly Development & Safety Testing), and a
new segment, Clinical Services.
Research Models and Services
First-quarter 2005 net sales for the Research Models and Services
segment of the business were $127.9 million compared to $119.5 million
last year, an increase of 7.1%. Growth was due primarily to higher
prices, volume, and favorable foreign currency translation. The gross
margin was 44.2%, unchanged from the first quarter of last year. The
operating margin increased to 33.1% from 32.4% in the same period last
year.
Preclinical Services
Net sales for the Preclinical Services segment rose 114.6% in the
first quarter of 2005, to $114.1 million from $53.2 million in the
same period last year. The increase was due primarily to the
acquisition of Inveresk, and to continuing strong demand for
outsourced development services, particularly general and specialty
toxicology. The segment's gross margin increased to 33.5% from 30.2%
in the first quarter of 2004. Operating income was $12.5 million in
the first quarter of 2005, compared to $7.6 million last year. The
operating margin was 11.0% compared to 14.2% in the first quarter of
2004, due primarily to amortization of intangibles related to the
acquisition of Inveresk. On a non-GAAP basis, when excluding
amortization of $10.3 million related to the Inveresk acquisition,
first-quarter operating income rose to $22.8 million from $7.6 million
in the first quarter of last year and the operating margin increased
to 20.0% from 14.2% in the first quarter of last year, reflecting
higher sales and operating efficiencies.
Clinical Services
For the first quarter of 2005, net sales for the Clinical Services
segment were $31.7 million. The gross margin was 31.0% and the
operating margin was 2.6%. On a non-GAAP basis, when excluding
amortization of $3.0 million related to the Inveresk acquisition, the
operating margin was 12.1%.
Backlog
The backlog for Preclinical and Clinical Services at March 26,
2005, was $427 million. The Company does not report backlog for the
RMS business segment because turnaround time from placement to
completion of orders, both for products and services, is rapid.
2005 Outlook
The following forward-looking guidance is based on current foreign
exchange rates.
For 2005, the Company reaffirms its expectations of revenue growth
in a range of 48% to 52%, which reflects the acquisition of Inveresk
as well as continued strength in the market for outsourced drug
discovery and development services. As a result of strong sales
growth, efficiency improvements, operating synergies, and a lower tax
rate, GAAP earnings per diluted share are expected to be in a range of
$1.70 to $1.80. Non-GAAP earnings, which exclude amortization of
intangible assets of $53.1 million and other acquisition-related
charges of $7.8 million, are expected to be in a range of $2.30 to
$2.40 per diluted share, as the Company previously stated.
For the second quarter of 2005, the Company expects net sales to
increase between 57% and 60% due to the acquisition of Inveresk and
continued strong demand for the Company's products and services. Based
on the anticipated higher net sales and cost synergies, GAAP earnings
per diluted share are expected to be in a range of $0.43 to $0.45.
Non-GAAP earnings per diluted share, which exclude amortization of
intangible assets of $13.3 million and other acquisition-related
charges of $2.8 million, are expected to be in a range of $0.58 to
$0.60.
James Foster to Appear on Bloomberg News
Mr. Foster is scheduled to appear live on Bloomberg's "World
Financial Report" this evening at approximately 5:45 p.m. ET.
Webcast
Charles River Laboratories has scheduled a live webcast on
Wednesday, May 4, at 8:30 a.m. ET to discuss matters relating to this
press release. To participate, please go to http://ir.criver.com and
select the webcast link. The webcast will be available until 5:00 p.m.
ET on May 11, 2005.
Use of Non-GAAP Financial Measures
This press release contains non-GAAP financial measures which
exclude, among other items, amortization of intangible assets and
other charges related to the Inveresk acquisition. We exclude these
items from the non-GAAP financial measures because they are outside
our normal operations. We believe that the inclusion of non-GAAP
financial measures in this press release helps investors to gain a
meaningful understanding of our core operating results and future
prospects, and is consistent with how management measures and
forecasts the Company's performance, especially when comparing such
results to prior periods or forecasts. Non-GAAP results also allow
investors to compare the Company's operations against the financial
results of other companies in the industry who similarly provide
non-GAAP results. The non-GAAP financial measures included in this
press release are not meant to be considered superior to or a
substitute for results of operations prepared in accordance with GAAP.
Reconciliations of the non-GAAP financial measures used in this press
release to the most directly comparable GAAP financial measures are
set forth in the text of, and the accompanying exhibits to, this press
release, and can also be found on the Company's website at
ir.criver.com.
Caution Concerning Forward-Looking Statements. This document
includes forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements
may be identified by the use of words such as "anticipate," "believe,"
"expect," "estimate," "plan," "outlook," and "project" and other
similar expressions that predict or indicate future events or trends
or that are not statements of historical matters. Forward-looking
statements are based on Charles River's current expectations and
beliefs, and involve a number of risks and uncertainties that could
cause actual results to differ materially from those stated or implied
by the forward-looking statements. Those risks and uncertainties
include, but are not limited to: challenges arising from the
acquisition of Inveresk Research Group; a decrease in research and
development spending or a decrease in the level of outsourced
services; acquisition integration risks; the ability to convert
backlog to sales; special interest groups; contaminations; industry
trends; new displacement technologies; USDA and FDA regulations;
changes in law; continued availability of products and supplies; loss
of key personnel; interest rate and foreign currency exchange rate
fluctuations; changes in tax regulation and laws; changes in generally
accepted accounting principles; and any changes in business,
political, or economic conditions due to the threat of future
terrorist activity in the U.S. and other parts of the world, and
related U.S. military action overseas. A further description of these
risks, uncertainties, and other matters can be found in the Risk
Factors detailed in Charles River's Annual Report on Form 10-K as
filed on March 9, 2005, with the Securities and Exchange Commission.
Because forward-looking statements involve risks and uncertainties,
actual results and events may differ materially from results and
events currently expected by Charles River, and Charles River assumes
no obligation and expressly disclaims any duty to update information
contained in this news release except as required by law.
About Charles River Laboratories
Charles River Laboratories, based in Wilmington, Massachusetts, is
a global provider of solutions that advance the drug discovery and
development process. Our leading-edge products and services are
designed to enable our clients to bring drugs to market faster and
more efficiently. Backed by our rigorous, best-in-class procedures and
our proven data collection, analysis and reporting capabilities, our
products and services are organized into three categories spanning
every step of the drug development pipeline: Research Models and
Services, Preclinical Services, and Clinical Services. Charles River's
customer base includes all of the major pharmaceutical companies and
many biotechnology companies, government agencies and leading
hospitals and academic institutions. Charles River's 8,000 employees
serve clients in more than 50 countries. For more information on
Charles River, visit our website at www.criver.com.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(dollars in thousands, except for per share data)
Three Months Ended
------------------------------
March 26, 2005 March 27, 2004
Total net sales $ 273,722 $ 172,637
Cost of products sold and services
provided 169,111 103,809
-------------- -------------
Gross margin 104,611 68,828
Selling, general and administrative 44,852 28,120
Amortization of intangibles 14,363 1,191
-------------- -------------
Operating income 45,396 39,517
Interest income (expense) (6,259) (1,415)
Other, net (144) 200
-------------- -------------
Income before income taxes and minority
interests 38,993 38,302
Provision for income taxes 10,860 20,152
-------------- -------------
Income before minority interests 28,133 18,150
Minority interests (485) (556)
-------------- -------------
Net income $ 27,648 $ 17,594
============== =============
Earnings per common share
Basic $ 0.42 $ 0.38
Diluted $ 0.40 $ 0.36
Weighted average number of common
shares outstanding
Basic 65,876,099 45,855,115
Diluted 72,526,888 52,133,240
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(dollars in thousands)
March 26, December 25,
2005 2004
Assets
Current assets
Cash and cash equivalents $ 213,059 $ 207,566
Marketable securities 1,435 234
Trade receivables, net 204,912 201,794
Inventories 63,680 61,914
Other current assets 39,906 38,798
----------- ------------
Total current assets 522,992 510,306
Property, plant and equipment, net 360,943 357,149
Goodwill, net 1,419,762 1,422,586
Other intangibles, net 244,771 256,294
Deferred tax asset 49,063 50,412
Other assets 29,485 30,088
----------- ------------
Total assets $ 2,627,016 $ 2,626,835
=========== ============
Liabilities and Shareholders' Equity
Current liabilities
Current portion of long-term debt $ 80,481 $ 80,456
Accounts payable 26,397 28,672
Accrued compensation 37,841 46,037
Deferred income 108,456 117,490
Other current liabilities 72,585 76,460
----------- ------------
Total current liabilities 325,760 349,115
Long-term debt 585,289 605,388
Other long-term liabilities 189,191 190,035
----------- ------------
Total liabilities 1,100,240 1,144,538
----------- ------------
Minority interests 8,985 9,792
Total shareholders' equity 1,517,791 1,472,505
----------- ------------
Total liabilities and shareholders' equity $ 2,627,016 $ 2,626,835
=========== ============
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
SELECTED BUSINESS SEGMENT INFORMATION (UNAUDITED)
(dollars in thousands)
Three Months Ended
------------------------
March 26, March 27,
2005 2004
Research Models and Services
Net sales $ 127,912 $ 119,477
Gross margin 56,586 52,771
Gross margin as a % of net sales 44.2% 44.2%
Operating income 42,308 38,751
Operating income as a % of net sales 33.1% 32.4%
Depreciation and amortization 4,729 4,309
Capital expenditures 5,275 3,443
Preclinical Services
Net sales $ 114,072 $ 53,160
Gross margin 38,188 16,057
Gross margin as a % of net sales 33.5% 30.2%
Operating income 12,516 7,574
Operating income as a % of net sales 11.0% 14.2%
Depreciation and amortization 16,993 3,528
Capital expenditures 7,023 1,082
Clinical Services
Net sales $ 31,738 $ -
Gross margin 9,837 -
Gross margin as a % of net sales 31.0%
Operating income 833 -
Operating income as a % of net sales 2.6%
Depreciation and amortization 3,704 -
Capital expenditures 100 -
Unallocated Corporate Overhead $ (10,261) $ (6,808)
Total
Net sales $ 273,722 $ 172,637
Gross margin 104,611 68,828
Gross margin as a % of net sales 38.2% 39.9%
Operating income 45,396 39,517
Operating income as a % of net sales 16.6% 22.9%
Depreciation and amortization 25,426 7,837
Capital expenditures 12,398 4,525
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
RECONCILIATION OF GAAP EARNINGS TO NON-GAAP EARNINGS
(dollars in thousands, except for per share data)
Three Months Ended
--------------------------
March 26, March 27,
2005 2004
Net income $ 27,648 $ 17,594
Add back:
Deferred tax asset write-off - 7,900
Valuation allowance release - (2,111)
Amortization related to merger 13,331 -
Stock-based compensation related to
merger 2,969 -
Tax effect (5,313) -
------------ -----------
Net income, excluding specified charges
(Non-GAAP) $ 38,635 $ 23,383
============ ===========
Calculation of earnings per common share,
excluding specified charges (Non-GAAP):
Net income for purposes of calculating
earnings per share, excluding specified
charges (Non-GAAP) $ 38,635 $ 23,383
After tax equivalent interest expense on
3.5% senior convertible debentures 1,168 996
Income for purposes of calculating diluted
earnings per share, excluding specified
charges (Non-GAAP) $ 39,803 $ 24,379
Weighted average shares outstanding - Basic 65,876,099 45,855,115
Effect of dilutive securities:
3.5% senior convertible debentures 4,759,455 4,759,455
Stock options and contingently issued
restricted stock 1,550,175 1,184,465
Warrants 341,159 334,205
------------ -----------
Weighted average shares outstanding -
Diluted 72,526,888 52,133,240
============ ===========
Basic earnings per share $ 0.42 $ 0.38
Diluted earnings per share $ 0.40 $ 0.36
Basic earnings per share, excluding
specified charges (Non-GAAP) $ 0.59 $ 0.51
Diluted earnings per share, excluding
specified charges (Non-GAAP) $ 0.55 $ 0.47
Charles River management believes that non-GAAP financial measures
helps investors to gain a meaningful understanding of our core
operating results and future prospects, consistent with the manner in
which management measures and forecasts the Company's performance. The
non-GAAP financial measures included are not meant to be considered
superior to or a substitute for results of operations prepared in
accordance with GAAP.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
RECONCILIATION OF GAAP TO NON-GAAP
SELECTED BUSINESS SEGMENT INFORMATION (UNAUDITED)
(dollars in thousands)
Three Months Ended
-----------------------
March 26, March 27,
2005 2004
Research Models and Services
Net sales $ 127,912 $ 119,477
Operating income 42,308 38,751
Operating income as a % of net sales 33.1% 32.4%
Preclinical Services
Net sales $ 114,072 $ 53,160
Operating income 12,516 7,574
Operating income as a % of net sales 11.0% 14.2%
Add back:
Amortization related to merger 10,317 -
---------- ----------
Operating income, excluding specified
charges (Non-GAAP) 22,833 7,574
Non-GAAP operating income as a % of net
sales 20.0% 14.2%
Clinical Services
Net sales $ 31,738 $ -
Operating income 833 -
Operating income as a % of net sales 2.6%
Add back:
Amortization related to merger 3,014 -
---------- ----------
Operating income, excluding specified
charges (Non-GAAP) 3,847 -
Non-GAAP operating income as a % of net
sales 12.1%
Unallocated Corporate Overhead $ (10,261) $ (6,808)
Add back:
Stock-based compensation related to
merger 2,969 -
---------- ----------
Unallocated corporate overhead, excluding
specified charges (Non-GAAP) (7,292) (6,808)
Total
Net sales $ 273,722 $ 172,637
Operating income 45,396 39,517
Operating income as a % of net sales 16.6% 22.9%
Add back:
Amortization related to merger 13,331 -
Stock-based compensation related to
merger 2,969 -
---------- ----------
Operating income, excluding specified
charges (Non-GAAP) 61,696 39,517
Non-GAAP operating income as a % of net
sales 22.5% 22.9%
Charles River management believes that non-GAAP financial measures
helps investors to gain a meaningful understanding of our core
operating results and future prospects, consistent with the manner in
which management measures and forecasts the Company's performance. The
non-GAAP financial measures included are not meant to be considered
superior to or a substitute for results of operations prepared in
accordance with GAAP.
CONTACT: Charles River Laboratories International, Inc.
Susan E. Hardy, 978-658-6000 Ext. 1616