8-K
CHARLES RIVER LABORATORIES INTERNATIONAL, INC. (CRL)
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
August 9, 2023
Date of Report (Date of earliest event reported)
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-15943 | 06-1397316 |
|---|---|---|
| (State or Other | (Commission File Number) | (IRS Employer |
| Jurisdiction of Incorporation) | Identification No.) |
251 Ballardvale Street
Wilmington, Massachusetts 01887
(Address of Principal Executive Offices) (Zip Code)
781-222-6000
\(Registrant’s Telephone Number, including Area Code\)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.01 par value | CRL | New York Stock Exchange |
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 August 9, 2023, Charles River Laboratories International, Inc. issued a press release providing financial results for the second quarter ended July 1, 2023.
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
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated August 9, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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<br><br> INTERNATIONAL, INC. | ||
|---|---|---|
| Date: August 9, 2023 | By: | /s/ Matthew L. Daniel |
| Matthew L. Daniel, Corporate Senior Vice President, | ||
| General Counsel, Corporate Secretary & Chief Compliance Officer |
3
Exhibit 99.1
Charles River Laboratories Announces Second-Quarter 2023 Results
– Second-Quarter Revenue of $1.06 Billion –
– Second-Quarter GAAP Earnings per Share of $1.89 and Non-GAAP Earnings per Share of $2.69 –
– Updates 2023 Guidance –
WILMINGTON, Mass.--(BUSINESS WIRE)--August 9, 2023--Charles River Laboratories International, Inc. (NYSE: CRL) today reported its results for the second quarter of 2023. For the quarter, revenue was $1.06 billion, an increase of 8.9% from $973.1 million in the second quarter of 2022.
Acquisitions contributed 0.2% to consolidated second-quarter revenue growth. The divestiture of the Avian Vaccine business in December 2022 reduced reported revenue growth by 2.3%, and the impact of foreign currency translation reduced reported revenue growth by 0.2% for the quarter. Excluding the effect of these items, organic revenue growth of 11.2% was driven primarily by the Research Models and Services (RMS) and Discovery and Safety Assessment (DSA) business segments.
On a GAAP basis, second-quarter net income attributable to common shareholders was $97.0 million, a decrease of 11.3% from $109.3 million for the same period in 2022. Second-quarter diluted earnings per share on a GAAP basis were $1.89, a decrease of 11.3% from $2.13 for the second quarter of 2022. GAAP earnings per share included a loss from the Company’s venture capital and other strategic investments of $0.03 per share in the second quarter of 2023, compared to a loss of $0.14 per share for the same period in 2022. Certain venture capital and other strategic investment performance has been excluded from the Company’s non-GAAP results.
On a non-GAAP basis, net income was $138.3 million for the second quarter of 2023, a decrease of 2.5% from $141.9 million for the same period in 2022. Second-quarter diluted earnings per share on a non-GAAP basis were $2.69, a decrease of 2.9% from $2.77 per share for the second quarter of 2022.
The lower GAAP and non-GAAP net income and earnings per share were driven primarily by non-operating items, including increased interest expense and a higher tax rate, as well as the impact of the Avian Vaccine divestiture.
James C. Foster, Chairman, President and Chief Executive Officer, said, “We were pleased with our second-quarter financial results, highlighted by another strong quarter for the DSA segment and the expected improvement in the RMS and Manufacturing segments. We believe our significant scientific breadth and experience, as well as the substantial scale and duration of our DSA backlog, are important differentiators during times of macroeconomic or funding uncertainty.”
“We are also closely monitoring the near-term demand trends that show more cautious spending by biopharmaceutical clients. In this environment, we believe clients will look for scientific partners who can provide even more efficiency and speed to market, and that they will continue to choose Charles River in order to derive additional value through our flexible and efficient outsourcing solutions. We believe these factors will enable us to effectively manage the business and give us confidence in our revenue growth and non-GAAP earnings per share guidance for the year, which we are narrowing to the upper ends of the previous ranges,” Mr. Foster concluded.
Second-Quarter Segment Results
Research Models and Services (RMS)
Revenue for the RMS segment was $209.9 million in the second quarter of 2023, an increase of 12.6% from $186.4 million in the second quarter of 2022. The impact of foreign currency translation reduced revenue by 1.3% in the quarter. Organic revenue growth of 13.9% was driven by broad-based growth for research models in all geographies, particularly in China, as well as for research model services, primarily the Insourcing Solutions (IS) business.
In the second quarter of 2023, the RMS segment’s GAAP operating margin increased to 23.3% from 21.2% in the second quarter of 2022, and on a non-GAAP basis, the operating margin increased to 26.4% from 24.9%. The GAAP and non-GAAP operating margin increases were driven primarily by the timing of large model shipments in China.
Discovery and Safety Assessment (DSA)
Revenue for the DSA segment was $663.5 million in the second quarter of 2023, an increase of 12.1% from $591.9 million in the second quarter of 2022. The SAMDI Tech acquisition contributed 0.3% to reported DSA revenue growth, and the impact of foreign currency translation was negligible in the quarter. Organic revenue growth of 11.7% was driven by the Safety Assessment business, as a result of higher pricing and study volume.
In the second quarter of 2023, the DSA segment’s GAAP operating margin increased to 24.3% from 21.8% in the second quarter of 2022, and on a non-GAAP basis, the operating margin increased to 27.6% from 25.3%. The GAAP and non-GAAP operating margin increases were driven by operating leverage from higher revenue in the Safety Assessment business.
Manufacturing Solutions (Manufacturing)
Revenue for the Manufacturing segment was $186.5 million in the second quarter of 2023, a decrease of 4.2% from $194.8 million in the second quarter of 2022. The impact of the Avian Vaccine divestiture reduced revenue by 10.8%, and the impact of foreign currency translation was negligible. Organic revenue growth of 6.6% for the quarter was driven primarily by the CDMO and Microbial Solutions businesses.
In the second quarter of 2023, the Manufacturing segment’s GAAP operating margin decreased to 13.1% from 32.1% in the second quarter of 2022, and on a non-GAAP basis, the operating margin decreased to 22.9% from 28.6% in the second quarter of 2022. The GAAP and non-GAAP operating margin declines were primarily the result of lower operating margins in the Biologics Testing and CDMO businesses. The GAAP operating margin decline was also driven by an acquisition-related adjustment in the CDMO business that benefited second-quarter 2022 results.
Updates 2023 Guidance
The Company is updating its 2023 financial guidance, which was previously provided on May 11, 2023. The Company is narrowing its revenue growth and non-GAAP earnings per share outlooks to largely reflect its solid first-half financial performance and the successful implementation of mitigation efforts around NHP supply constraints. These benefits are anticipated to be partially offset by near-term demand trends as biopharmaceutical clients appear to be reprioritizing their pipelines and tightening R&D budgets.
The Company’s 2023 guidance for revenue growth and earnings per share is as follows:
| 2023 GUIDANCE | CURRENT | PRIOR |
|---|---|---|
| Revenue growth, reported | 2.5% – 4.5% | 2.0% – 4.5% |
| Impact of divestitures/(acquisitions), net | ~1.5% | ~1.5% |
| Impact of 53^rd^ week in 2022 | ~1.5% | ~1.5% |
| Unfavorable/(favorable) impact of foreign exchange | 0.0% - (0.5)% | 0.0% - (0.5)% |
| Revenue growth, organic (1) | 5.5% – 7.5% | 5.0% – 7.5% |
| GAAP EPS estimate | $7.60 – $8.20 | $7.45 – $8.45 |
| Acquisition-related amortization | ~$2.00 | ~$2.00 |
| Acquisition and integration-related adjustments (2) | $0.20 – $0.25 | ~$0.10 |
| Venture capital and other strategic investment losses/(gains), net (3) | $0.06 | $0.03 |
| Other items (4) | ~$0.40 | $0.30 – $0.35 |
| Non-GAAP EPS estimate | $10.30 – $10.90 | $9.90 – $10.90 |
| Footnotes to Guidance Table: | ||
| --- | ||
| (1) Organic revenue growth is defined as reported revenue growth adjusted for completed acquisitions and divestitures, the 53^rd^ week in 2022, and foreign currency translation. | ||
| (2) These adjustments are related to the evaluation and integration of acquisitions and divestitures, and primarily include transaction, advisory, certain third-party integration costs, and<br> certain costs associated with acquisition-related efficiency initiatives. | ||
| (3) Venture capital and other strategic investment performance only includes recognized gains or losses on certain investments. The Company does not forecast the future performance of these<br> investments. | ||
| (4) These items primarily relate to charges associated with U.S. and international tax legislation that necessitated changes to the Company’s international financing structure; certain<br> third-party legal costs related to (a) environmental litigation related to the Microbial Solutions business and (b) investigations by the U.S. government into the NHP supply chain related to our Safety Assessment business; and (c)<br> severance and other costs related to the Company’s efficiency initiatives. |
Webcast
Charles River has scheduled a live webcast on Wednesday, August 9^th^, 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 GAAP financial measures to non-GAAP financial measures on the website.
Investor Day
Charles River will host a virtual Meeting with Management on Thursday, September 21^st^, beginning at 8:30 a.m. ET. Investors will have the opportunity to listen to a webcast of the virtual event through the Investor Relations section of the Company's website at ir.criver.com. A replay will be accessible through the same website.
Non-GAAP Reconciliations
The Company reports non-GAAP results in this press release, which exclude often-one-time charges and other 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.
Use of Non-GAAP Financial Measures
This press release contains non-GAAP financial measures, such as non-GAAP earnings per diluted share, non-GAAP operating income, non-GAAP operating margin, and non-GAAP net income. Non-GAAP financial measures exclude, but are not limited to, the amortization of intangible assets, and other charges and adjustments related to our acquisitions and divestitures, including the gain on our sale of our Avian Vaccine business; expenses associated with evaluating and integrating acquisitions and divestitures, including advisory fees and certain other transaction-related costs, 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; the write-off of deferred financing costs and fees related to debt financing; investment gains or losses associated with our venture capital and other strategic equity investments; certain legal costs in our Microbial Solutions business related to environmental litigation and in our Safety Assessment business related to U.S. government investigations into the NHP supply chain; and adjustments related to the recognition of deferred tax assets expected to be utilized as a result of changes to the our international financing structure and the revaluation of deferred tax liabilities as a result of foreign tax legislation. This press release also refers to our revenue on both a GAAP and non-GAAP basis: “organic revenue growth,” which we define as reported revenue growth adjusted for foreign currency translation, acquisitions, divestitures, and the impact of the 53^rd^ week in 2022. We exclude these items from the non-GAAP financial measures because they are outside our normal operations. There are limitations in using non-GAAP financial measures, as they are not presented 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 divestitures (and in certain cases, the evaluation of such acquisitions and divestitures, 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 and their underlying associated costs, such as business acquisitions, generally occur periodically but on an unpredictable basis. We calculate non-GAAP integration costs to include third-party integration costs incurred post-acquisition. Presenting revenue on an organic basis allows investors to measure our revenue growth exclusive of acquisitions, divestitures, the 53^rd^ week in 2022, and 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 presented 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,” “would,” “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 Charles River’s expectations regarding the availability of Cambodia-sourced NHPs; the impact of the investigations by the U.S. Department of Justice into the Cambodia NHP supply chain, including but not limited to Charles River’s ability to cooperate fully with the U.S. government; Charles River’s ability to effectively manage any Cambodia NHP supply impact; the projected future financial performance of Charles River and our specific businesses, including our expectations with respect to the impact of NHP supply constraints; earnings per share; client demand, particularly the future demand for drug discovery and development products and services, including our expectations for future revenue trends; our expectations with respect to pricing of our products and services; our expectations with respect to future tax rates and the impact of such tax rates on our business; our expectations with respect to the impact of acquisitions and divestitures completed in 2021, 2022, and 2023 on the Company, our service offerings, client perception, strategic relationships, revenue, revenue growth rates, revenue growth drivers, and earnings; the development and performance of our services and products, including our investments in our portfolio; market and industry conditions including the outsourcing of services and identification of spending trends by our clients and funding available to them; 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, interest rates, 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: NHP supply constraints and the investigations by the U.S. Department of Justice, including the impact on our projected future financial performance, the timing of the resumption of Cambodia NHP imports, our ability to manage supply impact, and potential study delays in our Safety Assessment business attributable to NHP supply constraints; changes and uncertainties in the global economy and financial markets; the ability to successfully integrate businesses we acquire; 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; disruptions in the global economy caused by the ongoing conflict between the Russian federation and Ukraine; 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 22, 2023, 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 press 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 | Six Months Ended | |||||||||||
| July 1, 2023 | June 25, 2022 | July 1, 2023 | June 25, 2022 | |||||||||
| Service revenue | $ | 874,891 | $ | 782,827 | $ | 1,732,257 | $ | 1,503,312 | ||||
| Product revenue | 185,046 | 190,304 | 357,053 | 383,748 | ||||||||
| Total revenue | 1,059,937 | 973,131 | 2,089,310 | 1,887,060 | ||||||||
| Costs and expenses: | ||||||||||||
| Cost of services provided (excluding amortization of intangible assets) | 578,099 | 522,623 | 1,143,576 | 1,009,487 | ||||||||
| Cost of products sold (excluding amortization of intangible assets) | 82,861 | 93,782 | 169,103 | 184,029 | ||||||||
| Selling, general and administrative | 199,758 | 131,711 | 374,604 | 281,744 | ||||||||
| Amortization of intangible assets | 34,274 | 37,604 | 69,190 | 75,611 | ||||||||
| Operating income | 164,945 | 187,411 | 332,837 | 336,189 | ||||||||
| Other income (expense): | ||||||||||||
| Interest income | 1,426 | 188 | 2,232 | 315 | ||||||||
| Interest expense | (35,044 | ) | (3,703 | ) | (69,424 | ) | (13,137 | ) | ||||
| Other expense, net | (2,663 | ) | (39,783 | ) | (5,940 | ) | (68,408 | ) | ||||
| Income before income taxes | 128,664 | 144,113 | 259,705 | 254,959 | ||||||||
| Provision for income taxes | 29,221 | 33,449 | 56,308 | 49,069 | ||||||||
| Net income | 99,443 | 110,664 | 203,397 | 205,890 | ||||||||
| Less: Net income attributable to noncontrolling interests | 2,423 | 1,343 | 3,246 | 3,547 | ||||||||
| Net income attributable to common shareholders | $ | 97,020 | $ | 109,321 | $ | 200,151 | $ | 202,343 | ||||
| Earnings per common share | ||||||||||||
| Net income attributable to common shareholders: | ||||||||||||
| Basic | $ | 1.89 | $ | 2.15 | $ | 3.91 | $ | 3.99 | ||||
| Diluted | $ | 1.89 | $ | 2.13 | $ | 3.90 | $ | 3.94 | ||||
| Weighted-average number of common shares outstanding; | ||||||||||||
| Basic | 51,216 | 50,823 | 51,157 | 50,732 | ||||||||
| Diluted | 51,467 | 51,283 | 51,382 | 51,293 |
| CHARLES RIVER LABORATORIES INTERNATIONAL, INC. | |||||
|---|---|---|---|---|---|
| SCHEDULE 2 | |||||
| CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) | |||||
| (in thousands, except per share amounts) | |||||
| December 31, 2022 | |||||
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 200,445 | $ | 233,912 | ||
| Trade receivables and contract assets, net of allowances for credit losses of 18,040 and 11,278, respectively | 800,646 | 752,390 | |||
| Inventories | 285,280 | 255,809 | |||
| Prepaid assets | 105,020 | 89,341 | |||
| Other current assets | 113,389 | 107,580 | |||
| Total current assets | 1,504,780 | 1,439,032 | |||
| Property, plant and equipment, net | 1,529,640 | 1,465,655 | |||
| Venture capital and strategic equity investments | 300,281 | 311,602 | |||
| Operating lease right-of-use assets, net | 397,192 | 391,762 | |||
| Goodwill | 2,916,593 | 2,849,903 | |||
| Intangible assets, net | 929,890 | 955,275 | |||
| Deferred tax assets | 38,540 | 41,262 | |||
| Other assets | 155,465 | 148,279 | |||
| Total assets | 7,772,381 | $ | 7,602,770 | ||
| Liabilities, Redeemable Noncontrolling Interests and Equity | |||||
| Current liabilities: | |||||
| Accounts payable | 140,204 | 205,915 | |||
| Accrued compensation | 190,802 | 197,078 | |||
| Deferred revenue | 257,396 | 264,259 | |||
| Accrued liabilities | 220,704 | 219,758 | |||
| Other current liabilities | 198,517 | 204,575 | |||
| Total current liabilities | 1,007,623 | 1,091,585 | |||
| Long-term debt, net and finance leases | 2,678,472 | 2,707,531 | |||
| Operating lease right-of-use liabilities | 401,628 | 389,745 | |||
| Deferred tax liabilities | 207,404 | 215,582 | |||
| Other long-term liabilities | 177,252 | 174,822 | |||
| Total liabilities | 4,472,379 | 4,579,265 | |||
| Redeemable noncontrolling interest | 42,447 | 42,427 | |||
| Equity: | |||||
| Preferred stock, 0.01 par value; 20,000 shares authorized; no shares issued and outstanding | — | — | |||
| Common stock, 0.01 par value; 120,000 shares authorized; 51,370 shares issued and 51,266 shares outstanding as of July 1, 2023, and<br> 50,944 shares issued and outstanding as of December 31, 2022 | 513 | 509 | |||
| Additional paid-in capital | 1,850,385 | 1,804,940 | |||
| Retained earnings | 1,633,052 | 1,432,901 | |||
| Treasury stock, at cost, 104 and zero shares, as of July 1, 2023 and December 31, 2022, respectively | (23,978 | ) | — | ||
| Accumulated other comprehensive loss | (208,269 | ) | (262,057 | ) | |
| Total equity attributable to common shareholders | 3,251,703 | 2,976,293 | |||
| Noncontrolling interests (nonredeemable) | 5,852 | 4,785 | |||
| Total equity | 3,257,555 | 2,981,078 | |||
| Total liabilities, redeemable noncontrolling interests and equity | 7,772,381 | $ | 7,602,770 |
All values are in US Dollars.
| CHARLES RIVER LABORATORIES INTERNATIONAL, INC. | |||||||
|---|---|---|---|---|---|---|---|
| SCHEDULE 3 | |||||||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | |||||||
| (in thousands) | |||||||
| Six Months Ended | |||||||
| July 1, 2023 | June 25, 2022 | ||||||
| Cash flows relating to operating activities | |||||||
| Net income | $ | 203,397 | $ | 205,890 | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
| Depreciation and amortization | 154,740 | 151,720 | |||||
| Stock-based compensation | 29,730 | 29,549 | |||||
| Loss on debt extinguishment and amortization of other financing costs | — | 1,987 | |||||
| Deferred income taxes | (16,555 | ) | (14,684 | ) | |||
| Loss on venture capital and strategic equity investments, net | 5,176 | 23,515 | |||||
| Loss on divestitures, net | 563 | — | |||||
| Changes in fair value of contingent consideration arrangements | 1,810 | (15,420 | ) | ||||
| Other, net | 21,721 | 13,520 | |||||
| Changes in assets and liabilities: | |||||||
| Trade receivables and contract assets, net | (48,249 | ) | (117,642 | ) | |||
| Inventories | (32,671 | ) | (63,725 | ) | |||
| Accounts payable | (24,985 | ) | 31,466 | ||||
| Accrued compensation | (7,648 | ) | (38,173 | ) | |||
| Deferred revenue | (6,796 | ) | 27,641 | ||||
| Customer contract deposits | (17,519 | ) | 16,100 | ||||
| Other assets and liabilities, net | (5,209 | ) | 360 | ||||
| Net cash provided by operating activities | 257,505 | 252,104 | |||||
| Cash flows relating to investing activities | |||||||
| Acquisition of businesses and assets, net of cash acquired | (50,166 | ) | (283,392 | ) | |||
| Capital expenditures | (174,258 | ) | (163,316 | ) | |||
| Purchases of investments and contributions to venture capital investments | (22,689 | ) | (108,842 | ) | |||
| Proceeds from sale of investments | 2,943 | 205 | |||||
| Other, net | (1,057 | ) | (4,774 | ) | |||
| Net cash used in investing activities | (245,227 | ) | (560,119 | ) | |||
| Cash flows relating to financing activities | |||||||
| Proceeds from long-term debt and revolving credit facility | 281,796 | 2,180,511 | |||||
| Proceeds from exercises of stock options | 15,719 | 15,571 | |||||
| Payments on long-term debt, revolving credit facility, and finance lease obligations | (317,049 | ) | (1,856,262 | ) | |||
| Purchase of treasury stock | (23,978 | ) | (38,468 | ) | |||
| Payments of contingent consideration | (2,711 | ) | (10,356 | ) | |||
| Purchases of additional equity interests, net | — | (15,438 | ) | ||||
| Other, net | — | (17,405 | ) | ||||
| Net cash provided by (used in) financing activities | (46,223 | ) | 258,153 | ||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 1,508 | 10,756 | |||||
| Net change in cash, cash equivalents, and restricted cash | (32,437 | ) | (39,106 | ) | |||
| Cash, cash equivalents, and restricted cash, beginning of period | 241,214 | 246,314 | |||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 208,777 | $ | 207,208 |
| CHARLES RIVER LABORATORIES INTERNATIONAL, INC. | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SCHEDULE 4 | |||||||||||||
| RECONCILIATION OF GAAP TO NON-GAAP | |||||||||||||
| SELECTED BUSINESS SEGMENT INFORMATION (UNAUDITED)^(1)^ | |||||||||||||
| (in thousands, except percentages) | |||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||
| July 1, 2023 | June 25, 2022 | July 1, 2023 | June 25, 2022 | ||||||||||
| Research Models and Services | |||||||||||||
| Revenue | $ | 209,948 | $ | 186,410 | $ | 409,714 | $ | 362,952 | |||||
| Operating income | 48,918 | 39,526 | 89,327 | 87,408 | |||||||||
| Operating income as a % of revenue | 23.3 | % | 21.2 | % | 21.8 | % | 24.1 | % | |||||
| Add back: | |||||||||||||
| Amortization related to acquisitions | 5,491 | 5,472 | 10,985 | 9,310 | |||||||||
| Severance | — | 453 | — | 1,127 | |||||||||
| Acquisition related adjustments ^(2)^ | 997 | 971 | 1,827 | 1,354 | |||||||||
| Total non-GAAP adjustments to operating income | $ | 6,488 | $ | 6,896 | $ | 12,812 | $ | 11,791 | |||||
| Operating income, excluding non-GAAP adjustments | $ | 55,406 | $ | 46,422 | $ | 102,139 | $ | 99,199 | |||||
| Non-GAAP operating income as a % of revenue | 26.4 | % | 24.9 | % | 24.9 | % | 27.3 | % | |||||
| Depreciation and amortization | $ | 13,949 | $ | 13,228 | $ | 27,438 | $ | 22,697 | |||||
| Capital expenditures | $ | 7,493 | $ | 13,850 | $ | 26,577 | $ | 22,496 | |||||
| Discovery and Safety Assessment | |||||||||||||
| Revenue | $ | 663,457 | $ | 591,917 | $ | 1,325,810 | $ | 1,136,176 | |||||
| Operating income | 161,538 | 128,793 | 332,969 | 233,779 | |||||||||
| Operating income as a % of revenue | 24.3 | % | 21.8 | % | 25.1 | % | 20.6 | % | |||||
| Add back: | |||||||||||||
| Amortization related to acquisitions | 17,744 | 20,849 | 35,231 | 43,214 | |||||||||
| Severance | — | 387 | — | 461 | |||||||||
| Acquisition related adjustments ^(2)^ | 2,359 | (2,591 | ) | 2,603 | (5,514 | ) | |||||||
| Site consolidation costs, impairments and other items ^(3)^ | 1,492 | 2,287 | 4,297 | 2,356 | |||||||||
| Total non-GAAP adjustments to operating income | $ | 21,595 | $ | 20,932 | $ | 42,131 | $ | 40,517 | |||||
| Operating income, excluding non-GAAP adjustments | $ | 183,133 | $ | 149,725 | $ | 375,100 | $ | 274,296 | |||||
| Non-GAAP operating income as a % of revenue | 27.6 | % | 25.3 | % | 28.3 | % | 24.1 | % | |||||
| Depreciation and amortization | $ | 43,124 | $ | 44,626 | $ | 85,574 | $ | 91,415 | |||||
| Capital expenditures | $ | 48,326 | $ | 41,578 | $ | 113,510 | $ | 90,508 | |||||
| Manufacturing Solutions | |||||||||||||
| Revenue | $ | 186,532 | $ | 194,804 | $ | 353,786 | $ | 387,932 | |||||
| Operating income | 24,403 | 62,503 | 26,509 | 108,871 | |||||||||
| Operating income as a % of revenue | 13.1 | % | 32.1 | % | 7.5 | % | 28.1 | % | |||||
| Add back: | |||||||||||||
| Amortization related to acquisitions | 11,125 | 11,373 | 23,146 | 23,271 | |||||||||
| Severance | 2,517 | 271 | 3,433 | 378 | |||||||||
| Acquisition related adjustments ^(2)^ | 2,182 | (18,888 | ) | 3,011 | (14,746 | ) | |||||||
| Site consolidation costs, impairments and other items ^(3)^ | 2,550 | 519 | 9,612 | 1,940 | |||||||||
| Total non-GAAP adjustments to operating income | $ | 18,374 | $ | (6,725 | ) | $ | 39,202 | $ | 10,843 | ||||
| Operating income, excluding non-GAAP adjustments | $ | 42,777 | $ | 55,778 | $ | 65,711 | $ | 119,714 | |||||
| Non-GAAP operating income as a % of revenue | 22.9 | % | 28.6 | % | 18.6 | % | 30.9 | % | |||||
| Depreciation and amortization | $ | 19,523 | $ | 18,000 | $ | 39,607 | $ | 36,482 | |||||
| Capital expenditures | $ | 10,862 | $ | 24,431 | $ | 32,600 | $ | 47,259 | |||||
| Unallocated Corporate Overhead | $ | (69,914 | ) | $ | (43,411 | ) | $ | (115,968 | ) | $ | (93,869 | ) | |
| Add back: | |||||||||||||
| Severance | — | 167 | — | 1,254 | |||||||||
| Acquisition related adjustments ^(2)^ | 4,799 | 3,014 | 7,002 | 7,130 | |||||||||
| Total non-GAAP adjustments to operating expense | $ | 4,799 | $ | 3,181 | $ | 7,002 | $ | 8,384 | |||||
| Unallocated corporate overhead, excluding non-GAAP adjustments | $ | (65,115 | ) | $ | (40,230 | ) | $ | (108,966 | ) | $ | (85,485 | ) | |
| Total | |||||||||||||
| Revenue | $ | 1,059,937 | $ | 973,131 | $ | 2,089,310 | $ | 1,887,060 | |||||
| Operating income | 164,945 | 187,411 | 332,837 | 336,189 | |||||||||
| Operating income as a % of revenue | 15.6 | % | 19.3 | % | 15.9 | % | 17.8 | % | |||||
| Add back: | |||||||||||||
| Amortization related to acquisitions | 34,360 | 37,694 | 69,362 | 75,795 | |||||||||
| Severance | 2,517 | 1,278 | 3,433 | 3,220 | |||||||||
| Acquisition related adjustments ^(2)^ | 10,337 | (17,494 | ) | 14,443 | (11,776 | ) | |||||||
| Site consolidation costs, impairments and other items ^(3)^ | 4,042 | 2,806 | 13,909 | 4,296 | |||||||||
| Total non-GAAP adjustments to operating income | $ | 51,256 | $ | 24,284 | $ | 101,147 | $ | 71,535 | |||||
| Operating income, excluding non-GAAP adjustments | $ | 216,201 | $ | 211,695 | $ | 433,984 | $ | 407,724 | |||||
| Non-GAAP operating income as a % of revenue | 20.4 | % | 21.8 | % | 20.8 | % | 21.6 | % | |||||
| Depreciation and amortization | $ | 77,671 | $ | 76,421 | $ | 154,740 | $ | 151,720 | |||||
| Capital expenditures | $ | 67,383 | $ | 82,852 | $ | 174,258 | $ | 163,316 | |||||
| ^(1)^ | Charles River management believes that supplementary non-GAAP financial measures provide useful information to allow investors to gain a meaningful<br> understanding of our core operating results and future prospects, without the effect of often-one-time charges and other items which are outside our normal operations, consistent with the manner in which management measures and forecasts<br> 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 U.S. GAAP. The Company intends to continue<br> to assess the potential value of reporting non-GAAP results consistent with applicable rules, regulations and guidance. | ||||||||||||
| --- | --- | ||||||||||||
| ^(2)^ | These adjustments are related to the evaluation and integration of acquisitions, which primarily include transaction, third-party integration, and<br> certain compensation costs, fair value adjustments associated with contingent consideration arrangements, and an adjustment related to certain indirect tax liabilities. | ||||||||||||
| ^(3)^ | Other items include certain third-party legal costs related to (a) an environmental litigation related to the Microbial business and (b)<br> investigations by the U.S. government into the NHP supply chain applicable to our Safety Assessment business. |
| CHARLES RIVER LABORATORIES INTERNATIONAL, INC. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SCHEDULE 5 | ||||||||||||
| RECONCILIATION OF GAAP EARNINGS TO NON-GAAP EARNINGS (UNAUDITED)^(1)^ | ||||||||||||
| (in thousands, except per share data) | ||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||
| July 1, 2023 | June 25, 2022 | July 1, 2023 | June 25, 2022 | |||||||||
| Net income attributable to common shareholders | $ | 97,020 | $ | 109,321 | $ | 200,151 | $ | 202,343 | ||||
| Add back: | ||||||||||||
| Non-GAAP adjustments to operating income (Refer to previous schedule) | 51,256 | 24,284 | 101,147 | 71,535 | ||||||||
| Venture capital and strategic equity investment losses, net | 1,873 | 9,612 | 5,155 | 23,515 | ||||||||
| Loss on divestitures ^(2)^ | 1,003 | — | 562 | — | ||||||||
| Other ^(3)^ | 596 | 3,608 | 495 | 3,965 | ||||||||
| Tax effect of non-GAAP adjustments: | ||||||||||||
| Non-cash tax provision related to international financing structure ^(4)^ | 1,296 | 1,341 | 2,420 | 2,463 | ||||||||
| Tax effect of the remaining non-GAAP adjustments | (14,759 | ) | (6,293 | ) | (28,658 | ) | (20,813 | ) | ||||
| Net income attributable to common shareholders, excluding non-GAAP adjustments | $ | 138,285 | $ | 141,873 | $ | 281,272 | $ | 283,008 | ||||
| Weighted average shares outstanding - Basic | 51,216 | 50,823 | 51,157 | 50,732 | ||||||||
| Effect of dilutive securities: | ||||||||||||
| Stock options, restricted stock units and performance share units | 251 | 460 | 225 | 561 | ||||||||
| Weighted average shares outstanding - Diluted | 51,467 | 51,283 | 51,382 | 51,293 | ||||||||
| Earnings per share attributable to common shareholders: | ||||||||||||
| Basic | $ | 1.89 | $ | 2.15 | $ | 3.91 | $ | 3.99 | ||||
| Diluted | $ | 1.89 | $ | 2.13 | $ | 3.90 | $ | 3.94 | ||||
| Basic, excluding non-GAAP adjustments | $ | 2.70 | $ | 2.79 | $ | 5.50 | $ | 5.58 | ||||
| Diluted, excluding non-GAAP adjustments | $ | 2.69 | $ | 2.77 | $ | 5.47 | $ | 5.52 | ||||
| ^(1)^ | Charles River management believes that supplementary non-GAAP financial measures provide useful information to allow investors to gain a meaningful<br> understanding of our core operating results and future prospects, without the effect of often-one-time charges and other items which are outside our normal operations, consistent with the manner in which management measures and forecasts<br> 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 U.S. GAAP. The Company intends to continue<br> to assess the potential value of reporting non-GAAP results consistent with applicable rules, regulations and guidance. | |||||||||||
| --- | --- | |||||||||||
| ^(2)^ | Adjustments included in 2023 relate to the gain on sale of our Avian business, which was divested in 2022. | |||||||||||
| ^(3)^ | Amount included in 2023 relates to a final adjustment on the termination of a Canadian pension plan. Amount included in 2022 relates to the sale of<br> RMS Japan operations in October 2021 and a reversal of an indemnification asset related to a prior acquisition. | |||||||||||
| ^(4)^ | This amount relates to the recognition of deferred tax assets expected to be utilized as a result of changes to the Company's international<br> financing structure. |
| CHARLES RIVER LABORATORIES INTERNATIONAL, INC. | ||||||||
|---|---|---|---|---|---|---|---|---|
| SCHEDULE 6 | ||||||||
| RECONCILIATION OF GAAP REVENUE GROWTH | ||||||||
| TO NON-GAAP REVENUE GROWTH, ORGANIC (UNAUDITED) ^(1)^ | ||||||||
| Three Months Ended July 1, 2023 | Total CRL | RMS Segment | DSA Segment | MS Segment | ||||
| Revenue growth, reported | 8.9 | % | 12.6 | % | 12.1 | % | (4.2 | )% |
| Decrease (increase) due to foreign exchange | 0.2 | % | 1.3 | % | (0.1 | )% | — | % |
| Contribution from acquisitions ^(2)^ | (0.2 | )% | — | % | (0.3 | )% | — | % |
| Impact of divestitures ^(3)^ | 2.3 | % | — | % | — | % | 10.8 | % |
| Non-GAAP revenue growth, organic ^(4)^ | 11.2 | % | 13.9 | % | 11.7 | % | 6.6 | % |
| Six Months Ended July 1, 2023 | Total CRL | RMS Segment | DSA Segment | MS Segment | ||||
| Revenue growth, reported | 10.7 | % | 12.9 | % | 16.7 | % | (8.8 | )% |
| Decrease due to foreign exchange | 1.1 | % | 1.9 | % | 1.0 | % | 0.9 | % |
| Contribution from acquisitions ^(2)^ | (0.9 | )% | (4.3 | )% | (0.3 | )% | — | % |
| Impact of divestitures ^(3)^ | 2.3 | % | — | % | — | % | 10.3 | % |
| Non-GAAP revenue growth, organic ^(4)^ | 13.2 | % | 10.5 | % | 17.4 | % | 2.4 | % |
| ^(1)^ | Charles River management believes that supplementary non-GAAP financial measures provide useful information to allow investors to gain a meaningful<br> understanding of our core operating results and future prospects, without the effect of often-one-time charges and other items which are outside our normal operations, consistent with the manner in which management measures and forecasts<br> 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 U.S. GAAP. The Company intends to continue<br> to assess the potential value of reporting non-GAAP results consistent with applicable rules, regulations and guidance. | |||||||
| --- | --- | |||||||
| ^(2)^ | The contribution from acquisitions reflects only completed acquisitions. | |||||||
| ^(3)^ | The Company sold our Avian business on December 20, 2022. These adjustments represent the revenue from these businesses for all applicable periods<br> in 2023 and 2022. | |||||||
| ^(4)^ | Organic revenue growth is defined as reported revenue growth adjusted for acquisitions, divestitures, and foreign exchange. |
Contacts
Investor Contacts:
Todd Spencer
Corporate Vice President,
Investor Relations
781.222.6455
todd.spencer@crl.com
Media Contact:
Amy Cianciaruso
Corporate Vice President,
Chief Communications Officer
781.222.6168
amy.cianciaruso@crl.com