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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
October 25, 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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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 October 27, 2005, Charles River Laboratories International, Inc. issued a
press release providing financial results for the third quarter ended September
24, 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 2.05. Costs Associated with Exit or Disposal Activities
ITEM 2.06. Material Impairments
As part of the initiative to improve overall operating efficiency within our
Interventional and Surgical Services (ISS) Preclinical business, on October 25,
2005, the officers of the Company committed to close the Preclinical Services
Wisconsin location and consolidate our ISS operations. The closure is expected
to result in a one-time pre-tax charge of approximately $6.2 million which will
be recorded in the fourth quarter of 2005. The pre-tax charge consists of an
impairment charge of approximately $6.1 million relating to intangibles and
property as well as a cash severance charge of approximately $0.1 million.
Additional severance related expenses of approximately $0.4 million are expected
to be recognized during 2006. The tax benefit is approximately $1.7 million.
Additionally, at the same time, as part of our initiative to improve overall
operating efficiency mainly within our Clinical Services business during the
fourth quarter, the officers of the Company concluded that the Company will
record an impairment with respect to certain lease obligations as well as
severance costs related to headcount reductions. The charges are expected to
result in a one-time pre-tax charge of $2.1 million which will be recorded in
the fourth quarter of 2005. The pre-tax charge of $2.1 million consists of an
impairment charge of approximately $1.6 million and other cash charges of $0.5
million. The tax benefit is approximately $0.6 million.
A copy of the press release announcing the closure the Wisconsin ISS location
and the other actions the Company is taking to improve operating efficiency
which are resulting in material charges is attached hereto as Exhibit 99.1.
2
ITEM 9.01. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Press release dated October 27, 2005.
3
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: October 27, 2005
By: /s/ Jody Acford
--------------------------------------
Jody Acford, Corporate Senior Vice
President, General Counsel and
Corporate Secretary
4
Exhibit Index
Exhibit No. Description
- ----------- -----------
99.1 Press release dated October 27, 2005.
5
Exhibit 99.1
Charles River Laboratories Announces Third-Quarter 2005 Results;
Sales Reach $274 million; GAAP Earnings
Per Share of $0.44 and $0.57 on a Non-GAAP Basis;
Company Updates Guidance for 2005
WILMINGTON, Mass.--(BUSINESS WIRE)--Oct. 27, 2005--
Increases Stock Repurchase Authorization to $100 Million
Charles River Laboratories International, Inc. (NYSE:CRL) today
reported third-quarter 2005 financial results. Net sales for the third
quarter of 2005 increased 55.6% to $273.9 million, compared to $176.0
million reported in the third quarter of 2004. The increase was due
primarily to the acquisition of Inveresk Research Group, and also to
continuing strong demand for outsourced preclinical services.
Net income on a GAAP basis was $32.1 million, or $0.44 per diluted
share, in the third quarter of 2005, compared to $25.8 million, or
$0.51 per diluted share, in the third quarter of 2004. On a non-GAAP
basis, net income for the third quarter increased 61.5% to $41.7
million, compared to $25.8 million in the third quarter of 2004.
Non-GAAP earnings per diluted share were $0.57, compared to $0.51 per
diluted share in the third quarter of 2004, an increase of 11.8%.
Non-GAAP results in the third quarter of 2005 exclude amortization of
intangibles of $13.2 million, or $0.12 per diluted share, and
compensation charges of $1.3 million, or $0.01 per diluted share,
related to the acquisition of Inveresk.
James C. Foster, Chairman, President and Chief Executive Officer
said, "Third-quarter sales of outsourced preclinical toxicology
services and North American Research Models were strong, but overall
growth was hampered by lower sales of large animals, lower demand for
transgenic services in the United States and slower sales of
interventional and surgical services, and of research models in
Europe. Although sales growth was lower than we expected, our
continuing focus on operating efficiency and the success of our
integration efforts again allowed us to achieve excellent sequential
operating margin improvement in the Preclinical and Clinical business
segments. In addition, we are taking a number of actions in the fourth
quarter that we expect will allow us to continue to improve operating
efficiency, and expect to see the benefits of these actions in the
fourth quarter and in 2006."
"We continue to believe that our extensive portfolio of
value-added, essential products and services is extremely well
positioned to benefit from the strong demand for drug discovery and
development products and services, and are adding capacity and
personnel to support our growth in the coming years," he said.
For the first nine months of 2005, net sales increased 57.1% to
$831.1 million from $528.9 million for the same period in 2004. Net
income on a GAAP basis was $91.6 million, or $1.28 per diluted share
in the nine-month period in 2005, compared to $69.7 million, or $1.39
per diluted share, in the nine-month period in 2004. On a non-GAAP
basis, net income for the year-to-date increased 62.7% to $122.9
million, compared to $75.5 million in the same period in 2004.
Non-GAAP earning per diluted share were $1.70, compared to $1.50 per
diluted share in the same period in 2004. Non-GAAP results in the
first nine months of 2005 exclude amortization of intangibles of $39.7
million, or $0.36 per diluted share, and compensation charges of $7.1
million, or $0.06 per diluted share, related to the acquisition of
Inveresk. Non-GAAP results in the first nine months 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.
Fourth-Quarter Actions
In order to improve overall operating efficiency, and particularly
with respect to the Interventional and Surgical Services (ISS),
Transgenic Services, and Clinical Services businesses, the Company
will take a one-time, primarily non-cash charge in the fourth quarter
of 2005 for impairment of fixed assets, intangible assets and lease
obligations and for severance costs related to headcount reductions.
The net effect of these charges is expected to be approximately $0.09
per diluted share. The Company expects that these actions will result
in improved margins in 2006.
The most significant of these actions will be the planned closure
of Preclinical Services Wisconsin, one of the Company's two ISS
facilities. The total ISS business, which is expected to report net
sales in 2005 of approximately $20 million, will be consolidated with
the Company's Massachusetts location.
Also in the fourth quarter of 2005, the Company expects to
repatriate up to $150 million of its accumulated income earned outside
the United States in a distribution that qualifies for the reduced tax
rate under the American Jobs Creation Act of 2004. As a result of this
repatriation, the Company expects that it will recognize a one-time
net tax benefit conservatively estimated at $15.0 million, or $0.20
per diluted share.
The combined effect of these actions will be a one-time benefit in
the fourth quarter of 2005 of at least $0.11 per diluted share.
Business Segments Results
Research Models and Services
Third-quarter 2005 net sales for the Research Models and Services
(RMS) segment of the business were $118.9 million compared to $118.1
million last year, an increase of 0.7%. Growth was due primarily to
the North America Research Model and In Vitro Detection businesses,
both of which achieved strong sales growth. This performance was
partially offset by lower sales of large animal models; by the
services businesses, particularly Transgenic Service sales in the
United States; and by slower sales of research models in France.
Primarily as a result of lower-than-expected sales in these
businesses, and of higher fuel costs, the gross margin declined to
42.1% from 43.1% reported in the third quarter of last year and the
operating margin was 30.9% compared to 32.2% in the same period last
year.
Mr. Foster said, "Third-quarter growth in the RMS segment was
lower than we expected, but we were very pleased by the 8.0% growth of
North America research model production, which is the largest business
in the segment, and the results of our In Vitro business. We believe
that the issue affecting the large animal business is transitory and
will be resolved in the near term, and the French business is expected
to improve in the fourth quarter. Transgenic Services, which on an
annual basis represents net sales of approximately $55 million, will
continue to be affected by our customers' shifting research focus from
creation of transgenic models to characterization and validation of
existing models. While this focus should benefit our model
characterization business, it will continue to restrain the RMS
segment's net sales growth. In order to mitigate the effect of lower
sales, we have taken action in the fourth quarter to reduce headcount
in Transgenic Services, which we expect will improve profitability in
that business."
For the nine-month period, net sales were $377.6 million, an
increase of 5.6% from the $357.7 million reported in the first nine
months of 2004. The gross margin was 43.5% compared to 44.2% in the
same period in 2004, and the operating margin was 32.3% compared to
32.9% in the nine-month period in 2004.
Preclinical Services
Net sales for the Preclinical Services segment were $122.7 million
in the third quarter of 2005, an increase of 111.7% from the $57.9
million reported in the third quarter of 2004. The increase was due
primarily to the acquisition of Inveresk, and to continuing strong
demand for outsourced development services. Robust net sales of global
toxicology services were partially offset by interventional and
surgical services sales, which declined from the third quarter of
2004.
Mr. Foster added, "The demand for outsourced toxicology testing is
very strong, and our sales in this area were robust. We are expanding
capacity in most of our major locations to accommodate our customers'
increasing demand. Combined with our continuing focus on instituting
best practices and the consolidation of our Interventional and
Surgical Services business and the resulting cost reductions, we
expect to drive growth in Preclinical sales and profitability in the
coming years."
As a result of strong sales growth, the segment's gross margin
increased to 36.7% from 31.9% in the third quarter of 2004. Operating
income was $19.2 million in the third quarter of 2005, compared to
$9.8 million last year. The operating margin was 15.7% compared to
17.0% in the third quarter of 2004, with the decrease due primarily to
amortization of intangibles related to the acquisition of Inveresk,
offset in part by improved capacity utilization. On a non-GAAP basis,
when excluding amortization of $10.2 million related to the Inveresk
acquisition, third-quarter operating income rose to $29.5 million and
the operating margin increased to 24.0%, reflecting higher sales and
operating efficiencies.
For the first nine months of 2005, Preclinical net sales were
$355.8 million compared to $171.2 million in the same period last
year, an increase of 107.8%. The gross margin for the nine-month
period rose to 35.4% from 32.1% in the same period last year, and the
operating margin was 13.9% compared to 16.8% in the first nine months
of 2004. On a non-GAAP basis, when excluding amortization of $30.7
million related to the Inveresk acquisition, operating income for the
first nine months of 2005 rose to $80.2 million from $28.8 million in
the first nine months of last year and the operating margin increased
to 22.5% from 16.8% in the same period last year.
Clinical Services
For the third quarter of 2005, net sales for the Clinical Services
segment were $32.4 million. The gross margin was 36.4%, operating
income was $3.1 million and the operating margin was 9.5%. On a
non-GAAP basis, when excluding amortization of $3.0 million related to
the Inveresk acquisition, operating income was $6.0 million and the
operating margin was 18.7%.
Mr. Foster said, "We have continued to evaluate our Clinical
Services business and as a result, determined that there are
opportunities to streamline the business structure. We are reducing
headcount in the administrative area to improve operating efficiency
and believe that by doing so, we will support future margin expansion
in this business."
For the first nine months of 2005, Clinical net sales were $97.7
million and the gross margin was 33.5%. Operating income was $5.9
million and the operating margin was 6.0%. On a non-GAAP basis, when
excluding amortization of $9.0 million related to the Inveresk
acquisition, operating income was $14.8 million and the operating
margin was 15.2%.
Backlog
The backlog for Preclinical and Clinical Services at September 24,
2005, was $431 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 the fourth quarter of 2005, the Company expects net sales to
increase between 19% and 22%, and including the net benefit of
one-time items, expects GAAP earnings per diluted share to be in a
range of $0.53 to $0.55. Non-GAAP earnings per diluted share, which
exclude acquisition-related amortization of intangible assets and
compensation charges totaling $0.14 per diluted share, and the
one-time net benefit of approximately $0.11 per diluted shares, are
expected to be in a range of $0.56 to $0.58.
The Company now expects 2005 revenue growth in a range of 43% to
46% and GAAP earnings per diluted share in a range of $1.81 to $1.83.
Non-GAAP earnings, which exclude acquisition-related amortization of
intangible assets and compensation charges totaling $0.56 per diluted
share and the one-time net tax benefit of approximately $0.11 per
diluted share, are expected to be in a range of $2.26 to $2.28 per
diluted share.
Board Increases Stock Repurchase Authorization
Charles River's Board of Directors has increased the existing
authorization for the repurchase of Charles River common stock to
$100.0 million from the initial $50.0 million authorization. The stock
purchases will be made from time to time on the open market, through
block trades or otherwise in compliance with Rule 10b-18 of the
federal securities laws. Depending on market conditions and other
factors, these repurchases may be commenced or suspended at any time
or from time to time without prior notice. Funds for the repurchases
are expected to come from cash on hand or cash generated by
operations. As of October 21, 2005, the Company had repurchased
156,000 shares at a total cost of $6.9 million. There are currently no
specific plans for the shares that have been or may be purchased under
the program.
As of October 21, 2005, Charles River had approximately 72.3
million shares of common stock outstanding.
Webcast
Charles River Laboratories has scheduled a live webcast on Friday,
October 28, at 8:30 a.m. ET to discuss matters relating to this press
release. To participate, please go to ir.criver.com and select the
webcast link. You can also find the associated slide presentation and
reconciliation to comparable GAAP measures on the website. The webcast
will be available until 5:00 p.m. ET on November 4, 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 news release
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," "will," "may," "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. These
statements also include statements regarding the future demand for
drug discovery and development products and services; specific actions
intended to improve overall operating efficiencies and profitability,
particularly with respect to the Interventional and Surgical Services,
Transgenic Services, and Clinical Services businesses; the Company's
intention to repatriate cash in connection with the American Jobs
Creation Act of 2004; and Charles River's future performance as
delineated in our forward-looking guidance, and particularly our
expectations with respect to sales growth, efficiency improvements and
operating synergies. Forward-looking statements are based on Charles
River's current expectations and beliefs, and involve a number of
risks and uncertainties that are difficult to predict and 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 and integration 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, as well as other filings we make 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 Nine Months Ended
------------------------- -------------------------
September September September September
24, 2005 25, 2004 24, 2005 25, 2004
Total net sales $ 273,938 $ 176,026 $ 831,073 $ 528,856
Cost of products
sold and services
provided 167,145 106,629 507,883 316,010
----------- ----------- ----------- -----------
Gross margin 106,793 69,397 323,190 212,846
Selling, general
and
administrative 42,978 24,821 135,445 82,161
Amortization of
intangibles 14,321 1,202 43,002 3,591
----------- ----------- ----------- -----------
Operating income 49,494 43,374 144,743 127,094
Interest income
(expense) (3,802) (1,224) (14,832) (3,949)
Other, net (493) (83) (977) 44
----------- ----------- ----------- -----------
Income before
income taxes and
minority
interests 45,199 42,067 128,934 123,189
Provision for
income taxes 12,588 15,775 35,908 51,985
----------- ----------- ----------- -----------
Income before
minority
interests 32,611 26,292 93,026 71,204
Minority interests (538) (471) (1,445) (1,489)
----------- ----------- ----------- -----------
Net income $ 32,073 $ 25,821 $ 91,581 $ 69,715
=========== =========== =========== ===========
Earnings per common share
Basic $ 0.45 $ 0.56 $ 1.33 $ 1.51
Diluted $ 0.44 $ 0.51 $ 1.28 $ 1.39
Weighted average number of common shares outstanding
Basic 71,373,628 46,160,504 68,995,945 46,020,766
Diluted 73,372,960 52,552,617 72,942,571 52,395,604
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(dollars in thousands)
September December
25, 2005 25, 2004
Assets
Current assets
Cash and cash equivalents $ 167,705 $ 207,566
Trade receivables, net 210,155 201,794
Inventories 65,021 61,914
Other current assets 55,886 39,032
---------- ----------
Total current assets 498,767 510,306
Property, plant and equipment, net 386,310 357,149
Goodwill, net 1,418,179 1,422,586
Other intangibles, net 216,030 256,294
Deferred tax asset 44,395 50,412
Other assets 25,714 30,088
---------- ----------
Total assets $2,589,395 $2,626,835
========== ==========
Liabilities and Shareholders' Equity
Current liabilities
Current portion of long-term debt $ 80,256 $ 80,456
Accounts payable 25,753 28,672
Accrued compensation 42,424 46,037
Deferred income 97,345 117,490
Other current liabilities 72,472 76,460
---------- ----------
Total current liabilities 318,250 349,115
Long-term debt 297,363 605,388
Other long-term liabilities 178,493 190,035
---------- ----------
Total liabilities 794,106 1,144,538
---------- ----------
Minority interests 9,641 9,792
Total shareholders' equity 1,785,648 1,472,505
---------- ----------
Total liabilities and shareholders' equity $2,589,395 $2,626,835
========== ==========
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
SELECTED BUSINESS SEGMENT INFORMATION (UNAUDITED)
(dollars in thousands)
Three Months Ended Nine Months Ended
------------------- -------------------
September September September September
24, 2005 25, 2004 24, 2005 25, 2004
Research Models and Services
Net sales $118,882 $118,089 $377,565 $357,651
Gross margin 50,020 50,897 164,361 157,945
Gross margin as a % of net
sales 42.1% 43.1% 43.5% 44.2%
Operating income 36,713 38,043 122,071 117,835
Operating income as a % of
net sales 30.9% 32.2% 32.3% 32.9%
Depreciation and
amortization 5,024 4,507 14,800 13,112
Capital expenditures 5,584 6,970 17,375 15,365
Preclinical Services
Net sales $122,661 $ 57,937 $355,840 $171,205
Gross margin 44,970 18,500 126,120 54,901
Gross margin as a % of net
sales 36.7% 31.9% 35.4% 32.1%
Operating income 19,245 9,836 49,478 28,807
Operating income as a % of
net sales 15.7% 17.0% 13.9% 16.8%
Depreciation and
amortization 16,491 3,572 50,080 10,500
Capital expenditures 40,023 3,274 52,222 6,746
Clinical Services
Net sales $ 32,395 $ - $ 97,668 $ -
Gross margin 11,803 - 32,709 -
Gross margin as a % of net
sales 36.4% - 33.5% -
Operating income 3,072 - 5,853 -
Operating income as a % of
net sales 9.5% - 6.0% -
Depreciation and
amortization 3,681 - 11,099 -
Capital expenditures 96 - 355 -
Unallocated Corporate Overhead $ (9,536) $ (4,505) $(32,659) $(19,548)
Total
Net sales $273,938 $176,026 $831,073 $528,856
Gross margin 106,793 69,397 323,190 212,846
Gross margin as a % of net
sales 39.0% 39.4% 38.9% 40.2%
Operating income 49,494 43,374 144,743 127,094
Operating income as a % of
net sales 18.1% 24.6% 17.4% 24.0%
Depreciation and
amortization 25,196 8,079 75,979 23,612
Capital expenditures 45,703 10,244 69,952 22,111
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
RECONCILIATION OF GAAP TO NON-GAAP
SELECTED BUSINESS SEGMENT INFORMATION (UNAUDITED)
(dollars in thousands)
Three Months Ended Nine Months Ended
------------------- -------------------
September September September September
24, 2005 25, 2004 24, 2005 25, 2004
Research Models and Services
Net sales $118,882 $118,089 $377,565 $357,651
Operating income 36,713 38,043 122,071 117,835
Operating income as a % of
net sales 30.9% 32.2% 32.3% 32.9%
Preclinical Services
Net sales $122,661 $ 57,937 $355,840 $171,205
Operating income 19,245 9,836 49,478 28,807
Operating income as a % of
net sales 15.7% 17.0% 13.9% 16.8%
Add back:
Amortization related to
acquisition 10,212 - 30,675 -
-------- -------- -------- --------
Operating income, excluding
specified charges (Non-
GAAP) 29,457 9,836 80,153 28,807
Non-GAAP operating income
as a % of net sales 24.0% 17.0% 22.5% 16.8%
Clinical Services
Net sales $ 32,395 $ - $ 97,668 $ -
Operating income 3,072 - 5,853 -
Operating income as a % of
net sales 9.5% - 6.0% -
Add back:
Amortization related to
acquisition 2,972 - 8,986 -
-------- -------- -------- --------
Operating income, excluding
specified charges (Non-
GAAP) 6,044 - 14,839 -
Non-GAAP operating income
as a % of net sales 18.7% 15.2%
Unallocated Corporate Overhead $ (9,536) $ (4,505) $(32,659) $(19,548)
Add back:
Stock-based compensation
related to acquisition 1,313 - 7,107 -
-------- -------- -------- --------
Unallocated corporate
overhead, excluding
specified charges (Non-
GAAP) (8,223) (4,505) (25,552) (19,548)
Total
Net sales $273,938 $176,026 $831,073 $528,856
Operating income 49,494 43,374 144,743 127,094
Operating income as a % of
net sales 18.1% 24.6% 17.4% 24.0%
Add back:
Amortization related to
acquisition 13,184 - 39,661 -
Stock-based compensation
related to acquisition 1,313 - 7,107 -
-------- -------- -------- --------
Operating income, excluding
specified charges (Non-
GAAP) 63,991 43,374 191,511 127,094
Non-GAAP operating income
as a % of net sales 23.4% 24.6% 23.0% 24.0%
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 EARNINGS TO NON-GAAP EARNINGS
(dollars in thousands, except for per share data)
Three Months Ended Nine Months Ended
------------------------- -------------------------
September September 25, September September
24, 2005 2004 24, 2005 25, 2004
Net income $ 32,073 $ 25,821 $ 91,581 $ 69,715
Add back:
Deferred tax
asset write-
off - - - 7,900
Valuation
allowance
release - - - (2,111)
Amortization
related to
acquisition 13,184 - 39,661 -
Stock-based
compensation
related to
acquisition 1,313 - 7,107 -
Tax effect (4,873) - (15,485) -
----------- ----------- ----------- -----------
Net income,
excluding
specified charges
(Non-GAAP) $ 41,697 $ 25,821 $ 122,864 $ 75,504
=========== =========== =========== ===========
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) $ 41,697 $ 25,821 $ 122,864 $ 75,504
After-tax
equivalent
interest expense
on 3.5% senior
convertible
debentures - 1,012 1,463 3,035
----------- ----------- ----------- -----------
Income for
purposes of
calculating
diluted earnings
per share,
excluding
specified charges
(Non-GAAP) $ 41,697 $ 26,833 $ 124,327 $ 78,539
=========== =========== =========== ===========
Weighted average
shares
outstanding -
Basic 71,373,628 46,160,504 68,995,945 46,020,766
Effect of dilutive securities:
3.5% senior
convertible
debentures - 4,759,455 1,987,465 4,759,455
Stock options
and
contingently
issued
restricted
stock 1,677,113 1,293,848 1,623,966 1,277,632
Warrants 322,219 338,810 335,195 337,751
----------- ----------- ----------- -----------
Weighted average
shares
outstanding -
Diluted 73,372,960 52,552,617 72,942,571 52,395,604
=========== =========== =========== ===========
Basic earnings per
share $ 0.45 $ 0.56 $ 1.33 $ 1.51
Diluted earnings
per share $ 0.44 $ 0.51 $ 1.28 $ 1.39
Basic earnings per
share, excluding
specified charges
(Non-GAAP) $ 0.58 $ 0.56 $ 1.78 $ 1.64
Diluted earnings
per share,
excluding
specified charges
(Non-GAAP) $ 0.57 $ 0.51 $ 1.70 $ 1.50
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, 781-262-7616
Corporate Vice President, Investor Relations