EX-99.1 2 a5006641ex99_1.txt EXHIBIT 99.1 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