-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MhUSHrSE5DPrO4OV8R9Bm2fbuqtnsx6TvaQL7i2pCrfulAJQbT/FqVKMLebvpixq 4qSRDqCusUMjf89z1LHEFQ== 0001157523-07-010750.txt : 20071105 0001157523-07-010750.hdr.sgml : 20071105 20071105170023 ACCESSION NUMBER: 0001157523-07-010750 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071105 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071105 DATE AS OF CHANGE: 20071105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARLES RIVER LABORATORIES INTERNATIONAL INC CENTRAL INDEX KEY: 0001100682 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 061397316 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15943 FILM NUMBER: 071214735 BUSINESS ADDRESS: STREET 1: 261 BALLARDVALE STREET CITY: WILMINGTON STATE: MA ZIP: 01867 BUSINESS PHONE: 9786586000 MAIL ADDRESS: STREET 1: 251 BALLARDVALE ST CITY: WILMINGTON STATE: MA ZIP: 01887 FORMER COMPANY: FORMER CONFORMED NAME: CHARLES RIVER LABORATORIES HOLDINGS INC DATE OF NAME CHANGE: 19991208 8-K 1 a5537881.txt CHARLES RIVER LABORATORIES INTERNATIONAL, INC. 8-K 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 NOVEMBER 5, 2007 Date of Report (Date of earliest event reported) CHARLES RIVER LABORATORIES INTERNATIONAL, INC. (Exact Name of Registrant as specified in its Charter) --------------------- Delaware 333-92383 06-1397316 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) Number) Identification No.) --------------------- 251 Ballardvale Street Wilmington, Massachusetts 01887 (Address of Principal Executive Offices) (Zip Code) 978-658-6000 (Registrant's Telephone Number, including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02. Results of Operations and Financial Condition The following information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On November 5, 2007, Charles River Laboratories International, Inc. issued a press release providing financial results for the quarter ended September 29, 2007. 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 November 5, 2007. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, we have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CHARLES RIVER LABORATORIES INTERNATIONAL, INC. Dated: November 5, 2007 By: /s/ Joanne P. Acford - ------------------------------------------- Joanne P. Acford, Corporate Senior Vice President, General Counsel and Corporate Secretary 3 Exhibit Index Exhibit No. Description - ----------- ----------- 99.1 Press release dated November 5, 2007. 4 EX-99.1 2 a5537881ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Charles River Laboratories Announces Third-Quarter 2007 Results from Continuing Operations Sales Increase 18.6% to $314 Million GAAP EPS Increase 34.0% to $0.63 Non-GAAP EPS Increase 21.1% to $0.69 Company Increases 2007 Sales and EPS Guidance WILMINGTON, Mass.--(BUSINESS WIRE)--Nov. 5, 2007--Charles River Laboratories International, Inc. (NYSE: CRL) today reported third-quarter and year-to-date 2007 financial results. For the third quarter, net sales from continuing operations increased 18.6% to $314.0 million from $264.7 million in the third quarter of 2006. Both the Research Models and Services (RMS) and Preclinical Services (PCS) business segments reported strong net sales growth, as pharmaceutical and biotechnology companies continued to invest in basic research and increased their strategic use of outsourced drug development services. Foreign exchange contributed 2.6% to the net sales growth. On a GAAP basis, net income from continuing operations for the third quarter of 2007 was $43.5 million, or $0.63 per diluted share, compared to $32.1 million, or $0.47 per diluted share, for the third quarter of 2006. The 34.0% increase in earnings per share resulted primarily from higher sales. On a non-GAAP basis, net income from continuing operations was $47.3 million for the third quarter of 2007, compared to $38.8 million for the same period in 2006. Third-quarter diluted earnings per share on a non-GAAP basis were $0.69, an increase of 21.1% compared to $0.57 per share in the third quarter of 2006. Non-GAAP earnings per share in the third quarter of 2007 excluded $8.4 million of amortization of intangible assets and stock-based compensation related to acquisitions and a charge of $0.8 million related to pre-acquisition Inveresk stock compensation taxes, partially offset by a $2.0 million gain on the sale of real estate in Scotland and a benefit of $0.9 million resulting from a deferred tax revaluation. For the third quarter of 2006, non-GAAP results excluded $9.6 million of amortization of intangible assets and stock-based compensation related to acquisitions. James C. Foster, Chairman, President and Chief Executive Officer, said, "Our outstanding third-quarter performance reflects the results of many of the strategic actions we undertook over the last several years. During that time, we expanded our broad portfolio of essential products and services, enhanced our managerial, scientific and technical talent, and widened our global footprint at this critical inflection point in the drug development industry, and as a result, are extremely well positioned to support our clients' robust demand. In the third quarter, strong performance from our RMS businesses and our PCS toxicology facilities largely offset the effect of both the transition costs to our new preclinical facility in Massachusetts and the anticipated higher corporate costs. As a result of our year-to-date sales and earnings growth, we are raising our guidance for 2007. We now anticipate sales growth in a range of 14-16%, GAAP earnings per share in a range of $2.22 to $2.25, and non-GAAP earnings per share in a range of $2.56 to $2.59. We are looking forward to a strong finish to this year and to capitalizing on the opportunities which we see for 2008 and beyond." The net loss from discontinued operations was $0.8 million in the third quarter of 2007. Including discontinued operations, net income for the third quarter of 2007 was $42.8 million, or $0.62 per diluted share, compared to a net loss of $16.6 million, or $0.24 per diluted share, in the third quarter of 2006. Discontinued operations in 2006 included both the Interventional and Surgical Services business, the closure of which was finalized in the third quarter of 2007, and the Phase II - IV clinical services business, which the Company sold in the third quarter of 2006. Research Models and Services (RMS) Sales for the RMS segment were $145.2 million in the third quarter of 2007, an increase of 13.8% from $127.6 million in the third quarter of 2006. Sales growth was driven in particular by strong demand for research models in the United States and Europe, worldwide Transgenic Services, and In Vitro products. In the third quarter of 2007, the RMS segment's GAAP operating margin increased to 31.4% compared to 28.8% in the third quarter of 2006. On a non-GAAP basis, which excluded charges of $0.4 million for acquisition-related amortization, the operating margin was 31.6% compared to 28.8% for the same period in the prior year. The improvement was due primarily to higher sales. Preclinical Services (PCS) Third-quarter net sales for the PCS segment were $168.8 million, an increase of 23.1% from $137.1 million in the third quarter of 2006. The primary factors which contributed to the sales growth were continuing strong demand for general and specialty toxicology services from pharmaceutical and biotechnology customers, and the addition on October 30, 2006, of the Northwest Kinetics Phase I clinical services business. The PCS segment's GAAP operating margin improved to 17.8% from 16.8%. On a non-GAAP basis, which excludes $8.0 million of acquisition-related amortization and the $0.8 million charge for the pre-acquisition Inveresk stock compensation taxes, as well as the $2.0 million gain on the sale of real estate in Scotland, the third-quarter operating margin declined to 21.8% from 23.6% in the third quarter of 2006. Improved profitability at many of the Company's preclinical toxicology facilities provided a significant offset to the expected decline in profitability of the new Massachusetts facility, which experienced higher operating costs associated with the transition from the old to the new facility. Nine-Month Results For the first nine months of 2007, net sales from continuing operations increased by 16.0% to $912.6 million, from $786.7 million in the same period in 2006. Foreign exchange contributed approximately 2.5% to the sales growth rate. On a GAAP basis, net income from continuing operations was $118.6 million, or $1.74 per diluted share, for the first nine months of 2007, compared to $93.4 million, or $1.32 per diluted share, for the same period in 2006. On a non-GAAP basis, net income from continuing operations for the first nine months of 2007 was $134.3 million, or $1.97 per diluted share, compared to $115.2 million, or $1.63 per diluted share, for the same period in 2006. For the first nine months of 2007, non-GAAP net income excluded $24.5 million of amortization and stock-based compensation costs associated with acquisitions, a charge of $1.7 million related to the decision to accelerate the exit of the Company's Preclinical Services facility in Worcester, Massachusetts, and a charge of $0.8 million related to pre-acquisition Inveresk stock compensation taxes. Non-GAAP results also excluded a $2.0 million gain on the sale of real estate in Scotland and a benefit of $0.9 million resulting from a deferred tax revaluation. Non-GAAP net income for the same period in 2006 excluded acquisition-related charges of $28.4 million and charges of $5.3 million related to cost-savings initiatives. Including a loss of $1.1 million from discontinued operations, net income for the first nine months of 2007 was $117.5 million, or $1.72 per diluted share, compared to a net loss of $91.0 million, or $1.28 per diluted share, for the same period in 2006. The loss in the prior year was due in part to a $129.2 million goodwill impairment recorded in the first quarter of 2006 related to the sale of the Clinical Phase II - IV business. Research Models and Services (RMS) For the first nine months of 2007, RMS net sales were $432.1 million, an increase of 11.5% from net sales of $387.3 million in the same period in 2006. The RMS segment's GAAP operating margin was 31.9% in the first nine months of 2007, compared to 29.7% for the year-ago period. On a non-GAAP basis, the operating margin was 32.2% compared to 30.4% in the first nine months of 2006. Preclinical Services (PCS) For the first nine months of 2007, PCS net sales were $480.5 million, an increase of 20.3% over the $399.3 million reported in the same period in 2006. On a GAAP basis, the PCS segment operating margin was 16.8% in the first nine months of 2007, compared to 14.8% in the year-ago period. On a non-GAAP basis, the operating margin was 21.8% in the first nine months of 2007 compared to 22.5% for the same period in 2006. 2007 Guidance Based on the strong demand for its products and services, the Company is increasing its sales and GAAP and non-GAAP earnings per share guidance. The revised forward-looking guidance, shown in the table below, is based on current foreign exchange rates. 2007 GUIDANCE (from continuing operations) REVISED PRIOR - ------------------------------------- --------------- --------------- Net sales growth (in %) 14% - 16% 12% - 14% Sales ($ in millions) $1,205 - $1,225 $1,185 - $1,205 GAAP EPS estimate $2.22 - $2.25 $2.15 - $2.21 Acquisition-related amortization $0.32 $0.32 Charge to exit Worcester facility, gain on sale of real estate and other items, net $0.01 - $0.03 $0.01 - $0.03 --------------- --------------- Non-GAAP EPS estimate $2.56 - $2.59 $2.47 - $2.53 - ------------------------------------- --------------- --------------- Webcast Charles River Laboratories has scheduled a live webcast on Tuesday, November 6, 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 to comparable GAAP measures on the website. Use of Non-GAAP Financial Measures This press release contains non-GAAP financial measures, such as non-GAAP earnings per diluted share from continuing operations, which exclude amortization of intangible assets and other charges related to our acquisitions, impairments due to our accelerated exit from our Worcester Preclinical Services facility, charges related to pre-acquisition Inveresk stock compensation charges, a deferred tax revaluation, and the gain on the sale of real estate in Scotland. 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 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 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 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. 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 the text of 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 our projected 2007 earnings; the future demand for drug discovery and development products and services, including the outsourcing of these services; the impact of specific actions intended to improve overall operating efficiencies and profitability; the timing of the opening of new and expanded facilities; future cost reduction activities by our customers; and Charles River's future performance as delineated in our forward-looking guidance, and particularly our expectations with respect to sales growth. 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: a decrease in research and development spending, a decrease in the level of outsourced services, or other cost reduction actions by our customers; 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 February 27, 2007, 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, partners with global pharmaceutical and biotechnology companies, government agencies and leading academic institutions to advance the drug discovery and development process, bringing drugs to market faster and more efficiently. Charles River's 8,300 employees serve clients worldwide. 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 ------------------------------ September 29, September 30, 2007 2006 Total net sales $ 313,964 $ 264,660 Cost of products sold and services provided 190,065 162,398 -------------- --------------- Gross margin 123,899 102,262 Selling, general and administrative 51,847 41,211 Amortization of intangibles 8,421 9,430 -------------- --------------- Operating income 63,631 51,621 Interest income (expense) (2,328) (3,604) Other income (expense) (861) 45 -------------- --------------- Income before income taxes and minority interests 60,442 48,062 Provision for income taxes 16,808 15,489 -------------- --------------- Income before minority interests 43,634 32,573 Minority interests (98) (440) -------------- --------------- Income from continuing operations 43,536 32,133 Loss from discontinued businesses, net of tax (759) (48,739) -------------- --------------- Net income (loss) $ 42,777 $ (16,606) ============== =============== Earnings (loss) per common share Basic: Continuing operations $ 0.65 $ 0.48 Discontinued operations $ (0.01) $ (0.73) Net income $ 0.64 $ (0.25) Diluted: Continuing operations $ 0.63 $ 0.47 Discontinued operations $ (0.01) $ (0.72) Net income $ 0.62 $ (0.24) Weighted average number of common shares outstanding Basic 67,192,236 67,171,270 Diluted 69,077,747 68,053,872 Nine Months Ended ----------------------------- September 29, September 30, 2007 2006 Total net sales $ 912,598 $ 786,660 Cost of products sold and services provided 552,170 481,783 -------------- -------------- Gross margin 360,428 304,877 Selling, general and administrative 160,956 133,976 Amortization of intangibles 24,415 27,882 -------------- -------------- Operating income 175,057 143,019 Interest income (expense) (6,982) (10,281) Other income (expense) (1,781) (643) -------------- -------------- Income before income taxes and minority interests 166,294 132,095 Provision for income taxes 47,219 37,170 -------------- -------------- Income before minority interests 119,075 94,925 Minority interests (471) (1,496) -------------- -------------- Income from continuing operations 118,604 93,429 Loss from discontinued businesses, net of tax (1,108) (184,401) -------------- -------------- Net income (loss) $ 117,496 $ (90,972) ============== ============== Earnings (loss) per common share Basic: Continuing operations $ 1.78 $ 1.34 Discontinued operations $ (0.02) $ (2.64) Net income $ 1.76 $ (1.30) Diluted: Continuing operations $ 1.74 $ 1.32 Discontinued operations $ (0.02) $ (2.60) Net income $ 1.72 $ (1.28) Weighted average number of common shares outstanding Basic 66,813,724 69,841,647 Diluted 68,158,843 70,829,692 CHARLES RIVER LABORATORIES INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (dollars in thousands) September 29, December 30, 2007 2006 Assets Current assets Cash and cash equivalents $ 183,497 $ 175,380 Trade receivables, net 232,041 202,658 Inventories 80,234 72,362 Other current assets 58,159 44,363 Current assets of discontinued businesses 1,414 6,330 -------------- ------------- Total current assets 555,345 501,093 Property, plant and equipment, net 688,150 534,745 Goodwill, net 1,120,292 1,119,309 Other intangibles, net 156,397 160,204 Deferred tax asset 92,453 107,498 Other assets 118,950 133,944 Long-term assets of discontinued businesses 4,187 751 -------------- ------------- Total assets $2,735,774 $2,557,544 ============== ============= Liabilities and Shareholders' Equity Current liabilities Current portion of long-term debt $ 24,133 $ 24,977 Accounts payable 36,013 28,223 Accrued compensation 44,011 41,651 Deferred revenue 88,447 93,197 Accrued liabilities 64,798 41,991 Other current liabilities 32,714 25,625 Current liabilities of discontinued businesses 250 3,667 -------------- ------------- Total current liabilities 290,366 259,331 Long-term debt 493,697 547,084 Other long-term liabilities 146,148 146,695 -------------- ------------- Total liabilities 930,211 953,110 -------------- ------------- Minority interests 3,467 9,223 Total shareholders' equity 1,802,096 1,595,211 -------------- ------------- Total liabilities and shareholders' equity $2,735,774 $2,557,544 ============== ============= CHARLES RIVER LABORATORIES INTERNATIONAL, INC. SELECTED BUSINESS SEGMENT INFORMATION (UNAUDITED) (dollars in thousands) Three Months Ended ----------------------------- September 29, September 30, 2007 2006 Research Models and Services Net sales $ 145,207 $127,560 Gross margin 63,408 52,423 Gross margin as a % of net sales 43.7% 41.1% Operating income 45,574 36,691 Operating income as a % of net sales 31.4% 28.8% Depreciation and amortization 5,780 5,185 Capital expenditures 12,643 3,932 Preclinical Services Net sales $ 168,757 $137,100 Gross margin 60,491 49,839 Gross margin as a % of net sales 35.8% 36.4% Operating income 29,993 22,971 Operating income as a % of net sales 17.8% 16.8% Depreciation and amortization 16,180 15,389 Capital expenditures 37,692 39,038 Unallocated Corporate Overhead $(11,936) $(8,041) Total Net sales $ 313,964 $264,660 Gross margin 123,899 102,262 Gross margin as a % of net sales 39.5% 38.6% Operating income (loss) 63,631 51,621 Operating income as a % of net sales 20.3% 19.5% Depreciation and amortization 21,960 20,574 Capital expenditures 50,335 42,970 Nine Months Ended ----------------------------- September 29, September 30, 2007 2006 Research Models and Services Net sales $ 432,078 $ 387,348 Gross margin 190,171 163,767 Gross margin as a % of net sales 44.0% 42.3% Operating income 137,863 115,170 Operating income as a % of net sales 31.9% 29.7% Depreciation and amortization 17,012 15,457 Capital expenditures 30,415 12,281 Preclinical Services Net sales $ 480,520 $ 399,312 Gross margin 170,257 141,110 Gross margin as a % of net sales 35.4% 35.3% Operating income 80,863 59,289 Operating income as a % of net sales 16.8% 14.8% Depreciation and amortization 46,093 45,302 Capital expenditures 107,256 87,479 Unallocated Corporate Overhead $(43,669) $(31,440) Total Net sales $ 912,598 $ 786,660 Gross margin 360,428 304,877 Gross margin as a % of net sales 39.5% 38.8% Operating income (loss) 175,057 143,019 Operating income as a % of net sales 19.2% 18.2% Depreciation and amortization 63,105 60,759 Capital expenditures 137,671 99,760 CHARLES RIVER LABORATORIES INTERNATIONAL, INC. RECONCILIATION OF GAAP TO NON-GAAP SELECTED BUSINESS SEGMENT INFORMATION (UNAUDITED) (dollars in thousands) Three Months Ended ----------------------------- September 29, September 30, 2007 2006 Research Models and Services Net sales $ 145,207 $127,560 Operating income 45,574 36,691 Operating income as a % of net sales 31.4% 28.8% Add back: Amortization related to acquisitions 380 91 Impairment and other charges - - -------------- -------------- Operating income, excluding specified charges (Non-GAAP) $ 45,954 $ 36,782 Non-GAAP operating income as a % of net sales 31.6% 28.8% Preclinical Services Net sales $ 168,757 $137,100 Operating income 29,993 22,971 Operating income as a % of net sales 17.8% 16.8% Add back: Amortization related to acquisitions 8,041 9,339 Impairment and other charges - - Gain on sale of UK real estate (2,047) - Pre-acquisition Inveresk stock compensation taxes 845 - -------------- -------------- Operating income, excluding specified charges (Non-GAAP) $ 36,832 $ 32,310 Non-GAAP operating income as a % of net sales 21.8% 23.6% Unallocated Corporate Overhead $(11,936) $(8,041) Add back: Stock-based compensation related to Inveresk acquisition 6 163 -------------- -------------- Unallocated corporate overhead, excluding specified charges (Non-GAAP) $(11,930) $(7,878) Total Net sales $ 313,964 $264,660 Operating income 63,631 51,621 Operating income as a % of net sales 20.3% 19.5% Add back: Amortization related to acquisition 8,421 9,430 Stock-based compensation related to Inveresk acquisition 6 163 Impairment and other charges - - Gain on sale of UK real estate (2,047) - Pre-acquisition Inveresk stock compensation taxes 845 - -------------- -------------- Operating income, excluding specified charges (Non-GAAP) $ 70,856 $ 61,214 Non-GAAP operating income as a % of net sales 22.6% 23.1% Nine Months Ended ----------------------------- September 29, September 30, 2007 2006 Research Models and Services Net sales $ 432,078 $ 387,348 Operating income 137,863 115,170 Operating income as a % of net sales 31.9% 29.7% Add back: Amortization related to acquisitions 1,125 270 Impairment and other charges - 2,334 -------------- -------------- Operating income, excluding specified charges (Non-GAAP) $ 138,988 $ 117,774 Non-GAAP operating income as a % of net sales 32.2% 30.4% Preclinical Services Net sales $ 480,520 $ 399,312 Operating income 80,863 59,289 Operating income as a % of net sales 16.8% 14.8% Add back: Amortization related to acquisitions 23,290 27,612 Impairment and other charges 1,682 2,966 Gain on sale of UK real estate (2,047) - Pre-acquisition Inveresk stock compensation taxes 845 - -------------- -------------- Operating income, excluding specified charges (Non-GAAP) $ 104,633 $ 89,867 Non-GAAP operating income as a % of net sales 21.8% 22.5% Unallocated Corporate Overhead $(43,669) $(31,440) Add back: Stock-based compensation related to Inveresk acquisition 94 565 -------------- -------------- Unallocated corporate overhead, excluding specified charges (Non-GAAP) $(43,575) $(30,875) Total Net sales $ 912,598 $ 786,660 Operating income 175,057 143,019 Operating income as a % of net sales 19.2% 18.2% Add back: Amortization related to acquisition 24,415 27,882 Stock-based compensation related to Inveresk acquisition 94 565 Impairment and other charges 1,682 5,300 Gain on sale of UK real estate (2,047) - Pre-acquisition Inveresk stock compensation taxes 845 - -------------- -------------- Operating income, excluding specified charges (Non-GAAP) $ 200,046 $ 176,766 Non-GAAP operating income as a % of net sales 21.9% 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, 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 and regulations. CHARLES RIVER LABORATORIES INTERNATIONAL, INC. RECONCILIATION OF GAAP EARNINGS TO NON-GAAP EARNINGS (dollars in thousands, except for per share data) Three Months Ended ----------------------------- September 29, September 30, 2007 2006 Net income (loss) $42,777 $(16,606) Less: Discontinued operations 759 48,739 -------------- -------------- Net income from continuing operations 43,536 32,133 Add back: Amortization related to acquisitions 8,421 9,430 Stock-based compensation related to Inveresk acquisition 6 163 Impairment and other charges - - Gain on sale of UK real estate (2,047) - Pre-acquisition Inveresk stock compensation taxes 845 - Deferred tax revaluation (907) - Tax effect (2,517) (2,957) -------------- -------------- Net income from continuing operations, excluding specified charges (Non-GAAP) $47,337 $38,769 ============== ============== Weighted average shares outstanding - Basic 67,192,236 67,171,270 Effect of dilutive securities: 2.25% senior convertible debentures 526,591 - Stock options and contingently issued restricted stock 1,226,004 752,838 Warrants 132,916 129,764 -------------- -------------- Weighted average shares outstanding - Diluted 69,077,747 68,053,872 ============== ============== Basic earnings (loss) per share $0.64 $(0.25) Diluted earnings (loss) per share $0.62 $(0.24) Basic earnings per share, excluding specified charges (Non-GAAP) $0.70 $0.58 Diluted earnings per share, excluding specified charges (Non-GAAP) $0.69 $0.57 Nine Months Ended ----------------------------- September 29, September 30, 2007 2006 Net income (loss) $117,496 $(90,972) Less: Discontinued operations 1,108 184,401 -------------- -------------- Net income from continuing operations 118,604 93,429 Add back: Amortization related to acquisitions 24,415 27,882 Stock-based compensation related to Inveresk acquisition 94 565 Impairment and other charges 1,682 5,300 Gain on sale of UK real estate (2,047) - Pre-acquisition Inveresk stock compensation taxes 845 - Deferred tax revaluation (907) - Tax effect (8,362) (12,018) -------------- -------------- Net income from continuing operations, excluding specified charges (Non-GAAP) $134,324 $115,158 ============== ============== Weighted average shares outstanding - Basic 66,813,724 69,841,647 Effect of dilutive securities: 2.25% senior convertible debentures 85,190 - Stock options and contingently issued restricted stock 1,126,481 851,755 Warrants 133,448 136,290 -------------- -------------- Weighted average shares outstanding - Diluted 68,158,843 70,829,692 ============== ============== Basic earnings (loss) per share $1.76 $(1.30) Diluted earnings (loss) per share $1.72 $(1.28) Basic earnings per share, excluding specified charges (Non-GAAP) $2.01 $1.65 Diluted earnings per share, excluding specified charges (Non-GAAP) $1.97 $1.63 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, 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 and regulations. CONTACT: Charles River Laboratories Investor Contact: Susan E. Hardy, 781-222-6190 Corporate Vice President, Investor Relations or Media Contact: Amy Cianciaruso, 781-222-6168 Associate Director, Public Relations -----END PRIVACY-ENHANCED MESSAGE-----