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
4, 2016
Date
of Report (Date of earliest event reported)
CHARLES RIVER
LABORATORIES INTERNATIONAL, INC.
(Exact
Name of Registrant as specified in its Charter)
______________
Delaware |
001-15943 |
06-1397316 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number)
|
(I.R.S. Employer Identification No.) |
______________
251 Ballardvale Street Wilmington, Massachusetts 01887 |
(Address of Principal Executive Offices) (Zip Code) |
781-222-6000
(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 May 4, 2016, Charles River Laboratories International, Inc. issued a press release providing financial results for the quarter ended March 26, 2016.
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 4, 2016.
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 hereunto duly authorized.
|
CHARLES RIVER LABORATORIES INTERNATIONAL, INC. |
|
||
Dated: |
May 4, 2016 |
|
|
||
By: |
/s/ Matthew L. Daniel |
|
Matthew L. Daniel, Corporate Vice President, |
|
|
Deputy General Counsel and Assistant Secretary |
Exhibit Index
Exhibit No. |
Description |
99.1 |
Press release dated May 4, 2016. |
4
Exhibit 99.1
Charles River Laboratories Announces First-Quarter 2016 Results from Continuing Operations
– First-Quarter Revenue of $354.9 Million –
–
First-Quarter GAAP Earnings per Share of $0.78
and
Non-GAAP Earnings per Share of $0.98 –
– Updates 2016 Guidance –
WILMINGTON, Mass.--(BUSINESS WIRE)--May 4, 2016--Charles River Laboratories International, Inc. (NYSE: CRL) today reported its results for the first quarter of 2016. For the quarter, revenue from continuing operations was $354.9 million, an increase of 10.8% from $320.4 million in the first quarter of 2016. Foreign currency translation reduced reported revenue growth by 1.6%. On a constant-currency basis, revenue growth of 12.4% was driven primarily by the Discovery and Safety Assessment and Manufacturing Support segments. Research Models and Services revenue also increased. The acquisitions of Celsis, Oncotest, and Sunrise Farms contributed 3.7% to consolidated first-quarter revenue growth, both on a reported basis and in constant currency.
On a GAAP basis, net income from continuing operations attributable to common shareholders for the first quarter of 2016 was $37.2 million, or $0.78 per diluted share, compared to $31.5 million, or $0.66 per diluted share, for the first quarter of 2015.
On a non-GAAP basis, net income from continuing operations was $46.5 million for the first quarter of 2016, an increase of 23.8% from $37.6 million for the same period in 2015. First-quarter diluted earnings per share on a non-GAAP basis were $0.98, an increase of 24.1% compared to $0.79 per share in the first quarter of 2014. The increase was driven primarily by higher revenue and operating margin improvement. A gain from the Company’s life science venture capital investments also contributed $0.04 per share in the first quarter of 2016, compared to a gain of $0.02 per share for the same period in 2015.
James C. Foster, Chairman, President and Chief Executive Officer, said, “I am very pleased to say that we are off to a great start in 2016. Our first-quarter financial results were strong across our three business segments. In addition to the contribution from acquisitions, revenue also benefited from high-single-digit organic growth, with the most significant contribution coming from the Safety Assessment business. We were also pleased to see 4.6% constant-currency revenue growth in RMS, with higher sales of models in all geographic regions—North America, Europe, and Asia—and improvement in the services businesses. Higher revenue and the benefit of efficiency initiatives drove a 24.1% increase in non-GAAP earnings per share, to $0.98 in the first quarter of 2016. As a result of the strong first-quarter performance, we are increasing our guidance for 2016 non-GAAP earnings per share to a range of $4.32 to $4.45.”
“We remain optimistic about the opportunities for growth in 2016, which are enhanced by the acquisition of WIL Research. WIL reinforces our scientific leadership, adding a wealth of talent with deep expertise in specialty areas. The acquisition of WIL Research is a key element of our continued ability to support our clients’ early-stage drug research efforts, to achieve our long-term growth goals, and to enhance shareholder value,” Mr. Foster concluded.
First-Quarter Segment Results
Research Models and Services (RMS)
Revenue for the RMS segment was $124.0 million in the first quarter of 2016, an increase of 3.3% from $120.0 million in the first quarter of 2015. Foreign currency translation reduced reported revenue growth by 1.3%. On a constant-currency basis, revenue growth of 4.6% was driven by higher sales of both research models and research model services in North America, Europe, and Asia.
In the first quarter of 2016, the RMS segment’s GAAP operating margin was 29.5% compared to 24.0% in the first quarter of 2015. On a non-GAAP basis, the operating margin increased to 30.0% from 26.3% in the first quarter of 2015. The RMS operating margin improvement was primarily attributable to higher revenue, as well as benefits from the Company’s global efficiency initiatives.
Discovery and Safety Assessment (DSA)
Revenue from continuing operations for the DSA segment was $158.0 million in the first quarter of 2016, an increase of 12.8% from $140.0 million in the first quarter of 2015. Foreign currency translation reduced reported revenue growth by 1.9%. On a constant-currency basis, revenue growth of 14.7% was driven primarily by double-digit revenue growth in the Company’s Safety Assessment business. The Discovery Services business also reported higher revenue in the first quarter, due primarily to the acquisition of Oncotest which contributed 2.1% to DSA revenue growth. Sales to biotechnology clients continued to drive DSA revenue growth.
In the first quarter of 2016, the DSA segment’s GAAP operating margin was 19.5% compared to 16.8% in the first quarter of 2015. On a non-GAAP basis, the operating margin increased to 23.3% from 19.8% in the first quarter of 2015. The non-GAAP operating margin improvement was primarily driven by higher pricing and capacity utilization for safety assessment services, as well as a foreign exchange benefit due primarily to a weaker Canadian dollar, which contributed approximately 160 basis points to the improvement.
Manufacturing Support (Manufacturing)
Revenue for the Manufacturing segment was $72.9 million in the first quarter of 2016, an increase of 20.7% from $60.4 million in the first quarter of 2015. Foreign currency translation reduced reported revenue growth by 1.8%. On a constant-currency basis, revenue growth was 22.5%. The acquisitions of Celsis and Sunrise Farms contributed 14.8% to Manufacturing revenue growth in the first quarter of 2016. Robust revenue growth for the Biologics Testing Solutions (Biologics) business also contributed to the first-quarter increase.
In the first quarter of 2016, the Manufacturing segment’s GAAP operating margin was 26.7% compared to 27.8% in the first quarter of 2015. On a non-GAAP basis, the operating margin increased to 31.4% from 29.9% in the first quarter of 2015, primarily driven by operating margin improvement in the Biologics and Avian Vaccine businesses.
Updates 2016 Guidance
On February 10, 2016, the Company provided 2016 financial guidance for revenue growth and non-GAAP earnings per share which included the impact of the pending WIL Research acquisition. The acquisition of WIL Research was subsequently completed on April 4, 2016.
The Company is reaffirming its revenue growth guidance for 2016, including the contribution from WIL Research. The Company is increasing its non-GAAP earnings per share guidance for 2016 to primarily reflect first-quarter performance, better-than-expected operating margin improvement in the RMS segment, and the inclusion of WIL Research from April 4, 2016.
The majority of WIL Research’s operations will be reported as part of Charles River’s DSA segment. WIL Research’s contract development and manufacturing business (CDMO) will be reported as part of Charles River’s Manufacturing segment.
Charles River’s revenue growth and earnings per share guidance is as follows:
2016 GUIDANCE INCLUDING WIL RESEARCH (from continuing operations) |
REVISED | PRIOR | ||||
Revenue growth, reported | 19% - 22.5% | 19% - 22.5% | ||||
Negative impact of foreign exchange | (~1%) | (~1%) | ||||
Revenue growth, constant currency | 20% - 23.5% | 20% - 23.5% | ||||
GAAP EPS estimate (1) | $3.39-$3.57 | --- | ||||
Amortization of intangible assets (2) | $0.55-$0.60 | --- | ||||
Charges related to global efficiency initiatives (3) | $0.03 | --- | ||||
Acquisition-related adjustments (4) | $0.30 | --- | ||||
Non-GAAP EPS estimate | $4.32 - $4.45 | $4.27 - $4.40 | ||||
(1) GAAP EPS includes an estimate of $0.15-$0.20 for the impact of
amortization of intangible assets related to the WIL Research
acquisition because the preliminary purchase price allocation has not
been completed.
(2) Amortization of intangible assets includes an
estimate of $0.15-$0.20 for the impact of the WIL Research acquisition
because the preliminary purchase price allocation has not been
completed. This item also includes amortization of an inventory fair
value adjustment related to the Celsis acquisition of $0.03 per share.
(3)
These charges relate primarily to the Company’s planned efficiency
initiatives in 2016, including site consolidation costs, asset
impairments, and severance. Other projects in support of the global
productivity and efficiency initiatives are expected, but these charges
reflect only the decisions that have already been finalized.
(4)
These adjustments are related to the evaluation and integration of
acquisitions, which primarily include transaction, advisory, and certain
third-party integration costs, as well as certain costs associated with
acquisition-related efficiency initiatives.
Webcast
Charles River 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 ir.criver.com and select the webcast link. You can also find the associated slide presentation and reconciliations of non-GAAP financial measures to comparable GAAP financial measures on the website.
Charles River to Present at Deutsche Bank 41st Annual Health Care Conference
Charles River Laboratories will present at the Deutsche Bank 41st Annual Health Care Conference in Boston, Massachusetts, on Thursday, May 5, at 10:40 a.m. ET. Management will discuss Charles River’s strategic focus and business developments.
A live webcast of the presentation will be available through a link that will be posted on the Investor Relations section of the Charles River website at ir.criver.com. A webcast replay will be accessible through the same website approximately three hours after the presentation and will remain available for approximately two weeks.
Non-GAAP Reconciliations/Discontinued Operations
The Company reports non-GAAP results in this press release, which exclude certain items that are outside of normal operations. A reconciliation of GAAP to non-GAAP results is provided in the schedules at the end of this press release. In addition, the Company reports results from continuing operations, which exclude results of the Phase I clinical business that was divested in 2011. The Phase I business is reported as a discontinued operation.
Use of Non-GAAP Financial Measures
This press release contains non-GAAP financial measures, such as non-GAAP earnings per diluted share, which exclude the amortization of intangible assets, inventory purchase accounting adjustments, and other charges related to our acquisitions; expenses associated with evaluating and integrating acquisitions, as well as fair value adjustments associated with contingent consideration; charges, gains and losses attributable to businesses or properties we plan to close, consolidate or divest; severance and other costs associated with our efficiency initiatives; executive transition costs; site consolidation costs; a reversal of indemnification assets associated with acquisitions and corresponding interest; and costs related to a U.S. government billing adjustment and related expenses. We exclude these items from the non-GAAP financial measures because they are outside our normal operations. This press release also refers to our revenue in both a GAAP and non-GAAP (constant currency) basis. There are limitations in using non-GAAP financial measures, as they are not prepared in accordance with generally accepted accounting principles, and may be different than non-GAAP financial measures used by other companies. In particular, we believe that the inclusion of supplementary non-GAAP financial measures in this press release helps investors to gain a meaningful understanding of our core operating results and future prospects without the effect of these often-one-time charges, and is consistent with how management measures and forecasts the Company's performance, especially when comparing such results to prior periods or forecasts. We believe that the financial impact of our acquisitions (and in certain cases, the evaluation of such acquisitions, whether or not ultimately consummated) is often large relative to our overall financial performance, which can adversely affect the comparability of our results on a period-to-period basis. In addition, certain activities such as business acquisitions happen infrequently and the underlying costs associated with such activities do not recur on a regular basis. Commencing in the third quarter of 2015, following the acquisition of Celsis, we revised our approach to calculating non-GAAP integration costs to include third-party integration costs incurred post-acquisition. Presenting revenue on a constant-currency basis allows investors to measure our revenue growth exclusive of foreign currency exchange fluctuations more clearly. 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. The Company intends to continue to assess the potential value of reporting non-GAAP results consistent with applicable rules and regulations. Reconciliations of the non-GAAP financial measures used in this press release to the most directly comparable GAAP financial measures are set forth in this press release, and can also be found on the Company’s website at ir.criver.com.
Caution Concerning Forward-Looking Statements
This press 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,” “intend,” “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 our projected future financial performance including revenue (on both a reported and constant-currency basis), operating margins, earnings per share, the expected impact of foreign exchange rates, and the expected benefit of our life science venture capital investments; the future demand for drug discovery and development products and services, including our expectations for future revenue trends; our plans to reopen the Charles River Massachusetts (Shrewsbury) facility; our expectations with respect to the impact of acquisitions on the Company (including WIL Research), our service offerings, client perception, strategic relationships, revenue, revenue growth rates, and earnings; the development and performance of our services and products; market and industry conditions including the outsourcing of services and spending trends by our clients; the potential outcome of and impact to our business and financial operations due to litigation and legal proceedings, including with respect to our ongoing investigation of inaccurate billing with respect to certain government contracts; and Charles River’s future performance as delineated in our forward-looking guidance, and particularly our expectations with respect to revenue, the impact of foreign exchange, and enhanced efficiency initiatives. 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: the ability to successfully integrate businesses we acquire; the ability to execute our efficiency initiatives on an effective and timely basis (including divestitures and site closures); the timing and magnitude of our share repurchases; negative trends in research and development spending, negative trends in the level of outsourced services, or other cost reduction actions by our clients; the ability to convert backlog to revenue; 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 February 12, 2016, 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
Charles River provides essential products and services to help pharmaceutical and biotechnology companies, government agencies and leading academic institutions around the globe accelerate their research and drug development efforts. Our dedicated employees are focused on providing clients with exactly what they need to improve and expedite the discovery, early-stage development and safe manufacture of new therapies for the patients who need them. To learn more about our unique portfolio and breadth of services, visit www.criver.com.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC. | ||||||||||
SCHEDULE 1 | ||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) | ||||||||||
(in thousands, except for per share data) | ||||||||||
Three Months Ended | ||||||||||
March 26, 2016 | March 28, 2015 | |||||||||
Total revenue | $ | 354,868 | $ | 320,414 | ||||||
Cost of revenue | 214,100 | 200,754 | ||||||||
Selling, general and administrative | 82,944 | 71,397 | ||||||||
Amortization of intangible assets | 6,352 | 5,258 | ||||||||
Operating income | 51,472 | 43,005 | ||||||||
Interest income | 263 | 284 | ||||||||
Interest expense | (4,211 | ) | (3,024 | ) | ||||||
Other income (expense), net | 4,026 | (8,313 | ) | |||||||
Income from continuing operations before income taxes | 51,550 | 31,952 | ||||||||
Provision for income taxes | 13,975 | 331 | ||||||||
Income from continuing operations, net of income taxes | 37,575 | 31,621 | ||||||||
Loss from discontinued operations, net of income taxes | (26 | ) | (7 | ) | ||||||
Net income | 37,549 | 31,614 | ||||||||
Less: Net income attributable to noncontrolling interests | (406 | ) | (73 | ) | ||||||
Net income attributable to common shareholders | $ | 37,143 | $ | 31,541 | ||||||
Earnings (loss) per common share | ||||||||||
Basic: | ||||||||||
Continuing operations attributable to common shareholders | $ | 0.80 | $ | 0.67 | ||||||
Discontinued operations | $ | - | $ | - | ||||||
Net income attributable to common shareholders | $ | 0.80 | $ | 0.67 | ||||||
Diluted: | ||||||||||
Continuing operations attributable to common shareholders | $ | 0.78 | $ | 0.66 | ||||||
Discontinued operations | $ | - | $ | - | ||||||
Net income attributable to common shareholders | $ | 0.78 | $ | 0.66 | ||||||
Weighted average number of common shares outstanding | ||||||||||
Basic | 46,642 | 46,772 | ||||||||
Diluted | 47,617 | 47,868 | ||||||||
CHARLES RIVER LABORATORIES INTERNATIONAL, INC. | ||||||||
SCHEDULE 2 | ||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) | ||||||||
(in thousands) | ||||||||
March 26, 2016 | December 26, 2015 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 157,375 | $ | 117,947 | ||||
Trade receivables, net | 287,178 | 270,068 | ||||||
Inventories | 97,101 | 93,735 | ||||||
Prepaid assets | 33,573 | 30,198 | ||||||
Other current assets | 62,164 | 47,286 | ||||||
Total current assets | 637,391 | 559,234 | ||||||
Property, plant and equipment, net | 664,437 | 677,959 | ||||||
Goodwill | 434,056 | 438,829 | ||||||
Client relationships, net | 202,888 | 213,374 | ||||||
Other intangible assets, net | 62,496 | 67,430 | ||||||
Deferred tax asset | 26,355 | 40,028 | ||||||
Other assets | 76,095 | 71,643 | ||||||
Total assets | $ | 2,103,718 | $ | 2,068,497 | ||||
Liabilities, Redeemable Noncontrolling Interest and Equity | ||||||||
Current liabilities: | ||||||||
Current portion of long-term debt and capital leases | $ | 21,382 | $ | 17,033 | ||||
Accounts payable | 43,897 | 36,675 | ||||||
Accrued compensation | 57,072 | 72,832 | ||||||
Deferred revenue | 80,297 | 81,343 | ||||||
Accrued liabilities | 89,433 | 89,494 | ||||||
Other current liabilities | 16,056 | 12,544 | ||||||
Current liabilities of discontinued operations | 1,852 | 1,840 | ||||||
Total current liabilities | 309,989 | 311,761 | ||||||
Long-term debt, net and capital leases | 840,481 | 845,997 | ||||||
Deferred tax liabilities | 45,297 | 48,223 | ||||||
Other long-term liabilities | 87,364 | 89,062 | ||||||
Long-term liabilities of discontinued operations | 7,415 | 7,890 | ||||||
Total liabilities | 1,290,546 | 1,302,933 | ||||||
Redeemable noncontrolling interest | 28,744 | 28,008 | ||||||
Total equity attributable to common shareholders | 779,824 | 733,067 | ||||||
Noncontrolling interests | 4,604 | 4,489 | ||||||
Total liabilities, redeemable noncontrolling interest and equity | $ | 2,103,718 | $ | 2,068,497 | ||||
CHARLES RIVER LABORATORIES INTERNATIONAL, INC. | |||||||||||||
SCHEDULE 3 | |||||||||||||
RECONCILIATION OF GAAP TO NON-GAAP | |||||||||||||
SELECTED BUSINESS SEGMENT INFORMATION (UNAUDITED) (1) | |||||||||||||
(in thousands, except percentages) | |||||||||||||
Three Months Ended | |||||||||||||
March 26, 2016 | March 28, 2015 | ||||||||||||
Research Models and Services | |||||||||||||
Revenue | $ | 124,010 | $ | 120,011 | |||||||||
Operating income | 36,533 | 28,845 | |||||||||||
Operating income as a % of revenue | 29.5 | % | 24.0 | % | |||||||||
Add back: | |||||||||||||
Amortization of intangible assets related to acquisitions | 588 | 766 | |||||||||||
Severance | - | 919 | |||||||||||
Government billing adjustment and related expenses | 60 | 244 | |||||||||||
Site consolidation costs, impairments and other items | 69 | 798 | |||||||||||
Total non-GAAP adjustments to operating income | $ | 717 | $ | 2,727 | |||||||||
Operating income, excluding non-GAAP adjustments | $ | 37,250 | $ | 31,572 | |||||||||
Non-GAAP operating income as a % of revenue | 30.0 | % | 26.3 | % | |||||||||
Depreciation and amortization | $ | 5,281 | $ | 6,045 | |||||||||
Capital expenditures | $ | 1,053 | $ | 2,733 | |||||||||
Discovery and Safety Assessment | |||||||||||||
Revenue | $ | 157,983 | $ | 140,012 | |||||||||
Operating income | 30,830 | 23,516 | |||||||||||
Operating income as a % of revenue | 19.5 | % | 16.8 | % | |||||||||
Add back: | |||||||||||||
Amortization of intangible assets related to acquisitions | 3,095 | 3,425 | |||||||||||
Severance | 21 | 19 | |||||||||||
Operating losses (2) | - | 806 | |||||||||||
Acquisition related adjustments (3) | 802 | 25 | |||||||||||
Site consolidation costs, impairments and other items | 2,033 | - | |||||||||||
Total non-GAAP adjustments to operating income | $ | 5,951 | $ | 4,275 | |||||||||
Operating income, excluding non-GAAP adjustments | $ | 36,781 | $ | 27,791 | |||||||||
Non-GAAP operating income as a % of revenue | 23.3 | % | 19.8 | % | |||||||||
Depreciation and amortization | $ | 11,957 | $ | 11,139 | |||||||||
Capital expenditures | $ | 4,707 | $ | 5,378 | |||||||||
Manufacturing Support | |||||||||||||
Revenue | $ | 72,875 | $ | 60,391 | |||||||||
Operating income | 19,468 | 16,798 | |||||||||||
Operating income as a % of revenue | 26.7 | % | 27.8 | % | |||||||||
Add back: | |||||||||||||
Amortization of intangible assets and inventory step-up related to acquisitions | 3,004 | 1,067 | |||||||||||
Severance | - | 177 | |||||||||||
Acquisition related adjustments (3) | 187 | - | |||||||||||
Site consolidation costs, impairments and other items | 229 | - | |||||||||||
Total non-GAAP adjustments to operating income | $ | 3,420 | $ | 1,244 | |||||||||
Operating income, excluding non-GAAP adjustments | $ | 22,888 | $ | 18,042 | |||||||||
Non-GAAP operating income as a % of revenue | 31.4 | % | 29.9 | % | |||||||||
Depreciation and amortization | $ | 5,945 | $ | 3,286 | |||||||||
Capital expenditures | $ | 2,129 | $ | 1,566 | |||||||||
Unallocated Corporate Overhead | $ | (35,359 | ) | $ | (26,154 | ) | |||||||
Add back: | |||||||||||||
Severance and executive transition costs | - | 926 | |||||||||||
Acquisition related adjustments (3) | 3,763 | (362 | ) | ||||||||||
Total non-GAAP adjustments to operating expense | $ | 3,763 | $ | 564 | |||||||||
Unallocated corporate overhead, excluding non-GAAP adjustments | $ | (31,596 | ) | $ | (25,590 | ) | |||||||
Total | |||||||||||||
Revenue | $ | 354,868 | $ | 320,414 | |||||||||
Operating income | 51,472 | 43,005 | |||||||||||
Operating income as a % of revenue | 14.5 | % | 13.4 | % | |||||||||
Add back: | |||||||||||||
Amortization of intangible assets and inventory step-up related to acquisitions | 6,687 | 5,258 | |||||||||||
Severance and executive transition costs | 21 | 2,041 | |||||||||||
Operating losses (2) | - | 806 | |||||||||||
Acquisition related adjustments (3) | 4,752 | (337 | ) | ||||||||||
Government billing adjustment and related expenses | 60 | 244 | |||||||||||
Site consolidation costs, impairments and other items | 2,331 | 798 | |||||||||||
Total non-GAAP adjustments to operating income | $ | 13,851 | $ | 8,810 | |||||||||
Operating income, excluding non-GAAP adjustments | $ | 65,323 | $ | 51,815 | |||||||||
Non-GAAP operating income as a % of revenue | 18.4 | % | 16.2 | % | |||||||||
Depreciation and amortization | $ | 24,655 | $ | 22,368 | |||||||||
Capital expenditures | $ | 8,250 | $ | 10,648 | |||||||||
- | - | ||||||||||||
|
|
|
(1) Charles River management believes that supplementary non-GAAP
financial measures provide useful information to allow investors to gain
a meaningful understanding of our core operating results and future
prospects, without the effect of one-time charges and other items which
are outside our normal operations, consistent with the manner in which
management measures and forecasts the Company’s performance. The
supplementary 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. The Company intends to continue to
assess the potential value of reporting non-GAAP results consistent with
applicable rules, regulations and guidance.
(2) This item
includes operating losses related primarily to the Company's Shrewsbury,
Massachusetts facility.
(3) These adjustments are related to
the evaluation and integration of acquisitions, which primarily include
transaction, third-party integration, and certain compensation costs,
and fair value adjustments associated with contingent consideration.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC. | |||||||||||
SCHEDULE 4 | |||||||||||
RECONCILIATION OF GAAP EARNINGS TO NON-GAAP EARNINGS (UNAUDITED)(1) | |||||||||||
(in thousands, except per share data) | |||||||||||
Three Months Ended | |||||||||||
March 26, 2016 | March 28, 2015 | ||||||||||
Net income attributable to common shareholders | $ | 37,143 | $ | 31,541 | |||||||
Less: Loss from discontinued operations, net of income taxes | 26 | 7 | |||||||||
Net income from continuing operations attributable to common shareholders | 37,169 | 31,548 | |||||||||
Add back: | |||||||||||
Non-GAAP adjustments to operating income (Refer to Schedule 3) | 13,851 | 8,810 | |||||||||
Reversal of an indemnification asset associated with acquisition and corresponding interest (2) | - | 10,411 | |||||||||
Tax effect of non-GAAP adjustments: | |||||||||||
Reversal of uncertain tax position associated with acquisition and corresponding interest (2) | - | (10,411 | ) | ||||||||
Tax effect of the remaining non-GAAP adjustments | (4,482 | ) | (2,757 | ) | |||||||
Net income from continuing operations attributable to common shareholders, excluding non-GAAP adjustments | 46,538 | 37,601 | |||||||||
Weighted average shares outstanding - Basic | 46,642 | 46,772 | |||||||||
Effect of dilutive securities: | |||||||||||
Stock options, restricted stock units, performance share units and restricted stock | 975 | 1,096 | |||||||||
Weighted average shares outstanding - Diluted | 47,617 | 47,868 | |||||||||
Basic earnings per share from continuing operations | $ | 0.80 | $ | 0.67 | |||||||
Diluted earnings per share from continuing operations | $ | 0.78 | $ | 0.66 | |||||||
Basic earnings per share from continuing operations, excluding non-GAAP adjustments | $ | 1.00 | $ | 0.80 | |||||||
Diluted earnings per share from continuing operations, excluding non-GAAP adjustments | $ | 0.98 | $ | 0.79 | |||||||
|
|
(1) Charles River management believes that supplementary non-GAAP
financial measures provide useful information to allow investors to gain
a meaningful understanding of our core operating results and future
prospects, without the effect of one-time charges and other items which
are outside our normal operations, consistent with the manner in which
management measures and forecasts the Company’s performance. The
supplementary 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. The Company intends to continue to
assess the potential value of reporting non-GAAP results consistent with
applicable rules, regulations and guidance.
(2) These amounts
represent the reversal of an uncertain tax position and an offsetting
indemnification asset related to the acquisition of BioFocus.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC. | ||||||||||||||||
SCHEDULE 5 | ||||||||||||||||
RECONCILIATION OF GAAP TO NON-GAAP REVENUE GROWTH (UNAUDITED) | ||||||||||||||||
EXCLUDING THE IMPACT OF FOREIGN EXCHANGE | ||||||||||||||||
For the Three Months Ended March 26, 2016 | ||||||||||||||||
For the three months ended March 26, 2016 | Total CRL | RMS Segment | DSA Segment | MS Segment | ||||||||||||
Revenue growth, reported | 10.8 | % | 3.3 | % | 12.8 | % | 20.7 | % | ||||||||
Impact of foreign exchange | (1.6 | %) | (1.3 | %) | (1.9 | %) | (1.8 | %) | ||||||||
Non-GAAP revenue growth, constant currency | 12.4 | % | 4.6 | % | 14.7 | % | 22.5 | % | ||||||||
Charles River management believes that supplementary non-GAAP financial measures provide useful information to allow investors to gain a meaningful understanding of our core operating results and future prospects, without the effect of one-time charges and other items which are outside our normal operations, consistent with the manner in which management measures and forecasts the Company’s performance. The supplementary 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. The Company intends to continue to assess the potential value of reporting non-GAAP results consistent with applicable rules, regulations and guidance.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC. | ||||||||||
SCHEDULE 6 | ||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | ||||||||||
(in thousands) | ||||||||||
Three Months Ended | ||||||||||
March 26, 2016 | March 28, 2015 | |||||||||
Cash flows relating to operating activities | $ | 38,539 | $ | 11,252 | ||||||
Cash flows relating to investing activities | (6,442 | ) | (12,293 | ) | ||||||
Cash flows relating to financing activities | 7,081 | 1,934 | ||||||||
Cash flows used in discontinued operations | (489 | ) | (316 | ) | ||||||
Effect of exchange rate changes on cash and cash equivalents |
739 | (8,681 | ) | |||||||
Net change in cash and cash equivalents | 39,428 | (8,104 | ) | |||||||
Cash and cash equivalents, beginning of period | 117,947 | 160,023 | ||||||||
Cash and cash equivalents, end of period | $ | 157,375 | $ | 151,919 | ||||||
CONTACT:
Charles River Laboratories International, Inc.
Investor
Contact:
Susan E. Hardy, 781-222-6190
Corporate Vice President,
Investor Relations
susan.hardy@crl.com
or
Media Contact:
Amy
Cianciaruso, 781-222-6168
Corporate Vice President, Public Relations
amy.cianciaruso@crl.com