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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: DECEMBER 25, 1999, COMMISSION FILE NO. 333-91845
CHARLES RIVER LABORATORIES, INC.
(Exact Name of Registrant as specified in its Charter)
DELAWARE 76-0509980
(State of Incorporation) (I.R.S. Employer 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)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
COMMON STOCK, $.01 PAR VALUE
(Title of Class)
PURSUANT TO RULE 15d-2 UNDER THE SECURITIES ACT OF 1933, THIS REPORT ONLY
CONTAINS FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION
FOR THE YEAR ENDING DECEMBER 25, 1999.
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
twelve months) or for such shorter period that the Registrant was required to
file such reports) and (2) has been subject to such filing requirements for the
past 90 days. Yes X No
---- ----
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K and no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. X
State Issuer's revenues for its most recent fiscal year: $219,276,000
The aggregate market value of voting stock held by non-affiliates of the Issuer
on December 25, 1999 was $0
The number of shares outstanding of the Issuer's only class of common stock on
December 25, 1999 was 1,000
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CHARLES RIVER LABORATORIES, INC.
FISCAL YEAR 1999 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
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PAGE
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Part II
Item 6. Selected Financial Data.................................. 3
Item 7. Management's Discussion and Analysis of Financial Position
and Results of Operations................................ 4
Item 8. Financial Statements .................................... 9
</TABLE>
2
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ITEM 6
SELECTED CONSOLIDATED FINANCIAL DATA
The following table presents our selected consolidated financial data and
other data as of and for the fiscal years ended December 30, 1995, December 28,
1996, December 27, 1997, December 26, 1998 and December 25, 1999. We derived the
selected consolidated income statement data for the three fiscal years ended
December 25, 1999 from our audited consolidated financial statements contained
elsewhere in this filing and the notes to those statements. The selected
consolidated balance sheet data as of December 25, 1999 and December 26, 1998
was derived from our audited consolidated financial statements contained
elsewhere in this filing. We derived the selected consolidated financial data as
of and for the fiscal year ended December 28, 1996 from our audited consolidated
financial statements and the related notes, which are not contained in this
filing. We derived the selected consolidated financial data as of and for the
fiscal year ended December 30, 1995 from our unaudited consolidated financial
statements and the notes to those statements which are also not contained in
this filing. In the opinion of management, our unaudited consolidated financial
statements include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the financial condition and
results of operations for these periods. You should read the information
contained in this table in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our consolidated
financial statements and the related notes contained elsewhere in this filing.
<TABLE>
<CAPTION>
FISCAL YEAR(1)
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1995 1996 1997 1998 1999
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(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Total net sales ................... $ 141,041 $ 155,604 $ 170,713 $ 193,301 $ 219,276
Cost of products sold and services
provided........................ 86,404 97,777 111,460 122,547 134,592
Selling, general and
administrative expenses......... 27,976 28,327 30,451 34,142 39,765
Amortization of goodwill and other
intangibles.................... 558 610 834 1,287 1,956
Restructuring charges ............. -- 4,748 5,892 -- --
--------- --------- --------- --------- ---------
Operating income .................. 26,103 24,142 22,076 35,325 42,963
Other income and expense .......... -- -- -- -- 89
Interest income ................... 634 654 865 986 536
Interest expense .................. (768) (491) (501) (421) (9,943)
Gain/(loss) from foreign currency,
net ............................ (68) 84 (221) (58) (136)
--------- --------- --------- --------- ---------
Income before income taxes,
minority interests and earnings
from equity investments ........ 25,901 24,389 22,219 35,832 33,509
Provision for income taxes ........ 10,759 10,889 8,499 14,123 16,214
--------- --------- --------- --------- ---------
Income before minority interests
and earnings from equity
investments .................... 15,142 13,500 13,720 21,709 17,295
Minority interests ................ (13) (5) (10) (10) (22)
Earnings from equity investments .. 1,885 1,750 1,630 1,679 2,044
--------- --------- --------- --------- ---------
Net income ........................ $ 17,014 $ 15,245 $ 15,340 $ 23,378 $ 19,317
========= ========= ========= ========= =========
OTHER DATA:
Depreciation and amortization ..... $ 9,717 $ 9,528 $ 9,703 $ 10,895 $ 12,318
Capital expenditures .............. 10,239 11,572 11,872 11,909 12,951
BALANCE SHEET DATA (at end of period):
Cash and cash equivalents ......... $ 15,336 $ 19,657 $ 17,915 $ 24,811 $ 15,010
Working capital ................... 35,901 45,204 41,746 34,827 20,337
Total assets ...................... 184,271 196,981 196,211 234,254 362,403
Total debt ........................ 4,626 1,645 1,363 1,582 311,063
Total shareholders' ............... 142,212 153,818 149,364 168,259 (22,616)
equity/(deficit)
</TABLE>
(1) Our fiscal year consists of twelve months ending on the last Saturday on or
prior to December 31.
3
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ITEM 7
FISCAL 1999 COMPARED TO FISCAL 1998
NET SALES. Net sales in 1999 were $219.3 million, an increase of $26.0
million, or 13.5%, from $193.3 million in 1998.
RESEARCH MODELS. Net sales of research models in 1999 were $142.3 million,
an increase of $7.7 million, or 5.7%, from $134.6 million in 1998. Sales
increased due to the increase in small animal research model sales in North
America and Europe of $7.1 million, resulting from improved pricing, a more
favorable product mix (meaning a shift to higher priced units) and an increase
in unit volume. We also experienced an increase in the large animal import and
conditioning area of $0.6 million, mainly due to pricing.
BIOMEDICAL PRODUCTS AND SERVICES. Net sales of biomedical products and
services in 1999 were $77.0 million, an increase of $18.3 million, or 31.2%,
from $58.7 million in 1998. At the beginning of the second quarter of 1998, we
made two acquisitions that contributed $3.4 million of this sales growth, and on
September 29, 1999, we acquired Sierra which had sales of $5.9 million in the
fourth quarter. The remaining increase was due to significant sales increases of
transgenic and research support services of $2.9 million and endotoxin detection
systems of $2.2 million, and sales from our contract site management contracts
of $1.8 million, primarily due to better customer awareness of our outsourcing
solutions.
COST OF PRODUCTS SOLD AND SERVICES PROVIDED. Cost of products sold and
services provided in 1999 was $134.6 million, an increase of $12.1 million, or
9.9%, from $122.5 million in 1998.
RESEARCH MODELS. Cost of products sold and services provided for research
models in 1999 was $86.3 million, an increase of $0.5 million, or 0.6%, compared
to $85.8 million in 1998. Cost of products sold and services provided in 1999
was 60.6% of net sales compared to 63.7% of net sales in 1998. Cost of products
sold and services provided increased at a lower rate than net sales due to the
more favorable product mix and better pricing, as well as improved capacity
utilization.
BIOMEDICAL PRODUCTS AND SERVICES. Cost of products sold and services
provided for biomedical products and services in 1999 was $48.3 million, an
increase of $11.6 million, or 31.6%, compared to $36.7 million in 1998. Cost of
products sold and services provided as a percentage of net sales was essentially
unchanged at 62.7% in 1999 compared to 62.5% in 1998.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses in 1999 were $39.8 million, an increase of $5.7 million,
or 16.7%, from $34.1 million in 1998. Selling, general and administrative
expenses in 1999 were 18.1% of net sales compared to 17.6% of net sales in 1998.
Selling, general and administrative expenses also included research and
development expense of $0.5 million in 1999 compared to $1.4 million in 1998.
RESEARCH MODELS. Selling, general and administrative expenses for research
models in 1999 were $22.2 million, an increase of $4.1 million, or 22.7%,
compared to $18.1 million in 1998. Selling, general and administrative expenses
in 1999 were 15.6% of net sales, compared to 13.4% in 1998. The increase was
attributable to additional worldwide marketing efforts, additional salespeople
in the United States and the impact of selling efforts in Europe for ESD, a
business acquired at the end of 1998.
BIOMEDICAL PRODUCTS AND SERVICES. Selling, general and administrative
expenses for biomedical products and services in 1999 were $12.5 million, an
increase of $2.8 million, or 28.9%, compared to $9.7 million in 1998. Selling,
general and administrative expenses in 1999 decreased to 16.2% of net sales,
compared to 16.5% of net sales in 1998, due to greater economies of scale.
UNALLOCATED CORPORATE OVERHEAD. Unallocated corporate overhead, which
consists of various corporate expenses, was $5.1 million in 1999, a decrease of
$1.2 million, or 19.0%, compared to $6.3 million in 1998. The decrease was
principally from the increase in cash surrender value associated with our
supplemental executive retirement program.
4
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AMORTIZATION OF GOODWILL AND OTHER INTANGIBLES. Amortization of goodwill
and other intangibles in 1999 was $2.0 million, an increase of $0.7 million, or
53.8%, from $1.3 million in 1998. The increase was due to the effect of
additional amortization of intangibles resulting from four recent acquisitions,
two in April 1998, one in December 1998, and Sierra in September 1999.
RESTRUCTURING CHARGES. There were no restructuring charges in 1999 or 1998.
During 1999, we charged $1.1 million against the previously recorded
restructuring reserves, bringing the balance at year-end to zero.
OPERATING INCOME. Operating income in 1999 was $43.0 million, an increase
of $7.7 million, or 21.8%, from $35.3 million in 1998. Operating income in 1999
was 19.6% of net sales, compared to 18.3% of net sales in 1998. Operating income
increased in total and as a percentage of net sales for the reasons described
above.
RESEARCH MODELS. Operating income from sales of research models in 1999 was
$33.7 million, an increase of $3.2 million, or 10.5%, from $30.5 million in
1998. Operating income from sales of research models in 1999 was 23.0% of net
sales, compared to 23.7% in 1998. The increase was attributable to the factors
described above.
BIOMEDICAL PRODUCTS AND SERVICES. Operating income from sales of biomedical
products and services in 1999 was $14.4 million, an increase of $3.3 million, or
29.7%, from $11.1 million in 1998. Operating income from sales of biomedical
products and services in 1999 decreased to 18.7% of net sales, compared to 18.9%
of net sales in 1998. This was primarily due to the acquisition of Sierra, and
the impact of additional amortization of intangibles.
OTHER INCOME/EXPENSE. We recorded a $1.4 million gain on the sale of two
small facilities, one located in Florida, and the other located in the
Netherlands, and a charge of $1.3 million for stock compensation expense.
INCOME TAXES. The effective tax rate of 48.4% in 1999 as compared to 39.5%
in 1998, reflects the remittance of cash dividends of $20.7 million from our
foreign subsidiaries which, in turn, were remitted to B&L. The related amounts
were previously considered permanently reinvested in the foreign jurisdictions
for U.S. income tax reporting purposes. Therefore, we were required to provide
additional taxes upon their repatriation to the United States. In addition, in
1999, an election was made by B&L to treat some foreign entities as branches for
U.S. income tax purposes. As a result, all previously untaxed accumulated
earnings of such entities became immediately subject to tax in the United
States. The receipt of the cash dividends from the foreign subsidiaries and the
foreign tax elections made resulted in incremental United States taxes of $2.0
million, net of foreign tax credits, in 1999.
INTEREST EXPENSE. Interest expense for 1999 was $9.9 million. The $9.9
million increase was primarily due to the additional debt incurred in the
recapitalization.
NET INCOME. Net income in 1999 was $19.3 million, a decrease of $4.1
million, or 17.5%, from $23.4 million in 1998. The decrease was attributable to
the increased interest expense.
FISCAL 1998 COMPARED TO FISCAL 1997
NET SALES. Net sales in 1998 were $193.3 million, an increase of $22.6
million, or 13.2%, from $170.7 million in 1997.
RESEARCH MODELS. Net sales of research models in 1998 were $134.6 million,
an increase of $9.4 million, or 7.5%, from $125.2 million in 1997. Sales
increased due to the increase in small animal research model sales in North
America of $4.2 million, resulting from improved pricing and a more favorable
product mix. In addition, in 1998 we were not affected by the significant
contaminations which negatively affected sales in 1997. Overall, unit volumes
remained relatively flat, with modest increases in North America offset by
modest declines in Europe. Our net sales in the large animal import and
conditioning area increased by $3.2 million as a result of expansion in our
boarding and service operations.
5
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BIOMEDICAL PRODUCTS AND SERVICES. Net sales of biomedical products and
services in 1998 were $58.7 million, an increase of $13.2 million, or 29.0%,
from $45.5 million in 1997. During 1998 we made three acquisitions that
contributed $6.1 million of our sales growth. The remaining increase was due to
increased sales across all of our product lines, and in particular our
transgenic and research support services of $2.2 million and endotoxin detection
systems of $1.9 million.
COST OF PRODUCTS SOLD AND SERVICES PROVIDED. Cost of products sold and
services provided in 1998 was $122.5 million, an increase of $11.0 million, or
9.9%, from $111.5 million in 1997.
RESEARCH MODELS. Cost of products sold and services provided for research
models for 1998 was $85.8 million, an increase of $3.3 million, or 4.0%,
compared to $82.5 million in 1997. Cost of products sold and services provided
for 1998 was 63.7% of net sales compared to 65.9% for 1997. Cost of products
sold and services provided increased for 1998 compared to 1997, but at a slower
rate than net sales due principally to better product mix and pricing as well as
greater economies of scale and improved production efficiencies.
BIOMEDICAL PRODUCTS AND SERVICES. Cost of products sold and services
provided for biomedical products and services for 1998 was $36.7 million, an
increase of $7.7 million, or 26.6%, compared to $29.0 million in 1997. Cost of
products sold and services provided was 62.5% of net sales in 1998 compared to
63.7% in 1997. Cost of products sold and services provided increased for 1998
compared to 1997, but at a slower rate than net sales due principally to cost
savings.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses in 1998 were $34.1 million, an increase of $3.6 million,
or 11.8%, from $30.5 million in 1997. Selling, general and administrative
expenses in 1998 were 17.6% of net sales compared to 17.9% of net sales in 1997.
These expenses increased mainly in line with sales. Selling, general and
administrative expenses also included research and development expense of $1.4
million in 1998, which was the same amount as in 1997.
RESEARCH MODELS. Selling, general and administrative expenses for research
models for 1998 were $18.1 million, a decrease of $1.5 million, or 7.7%,
compared to $19.6 million, for 1997. Selling, general and administrative
expenses for 1998 decreased to 13.4% of net sales, compared to 15.7% for 1997
due primarily to the significant increase in sales.
BIOMEDICAL PRODUCTS AND SERVICES. Selling, general and administrative
expenses for biomedical products and services for 1998 were $9.7 million, an
increase of $2.8 million, or 40.6%, compared to $6.9 million for 1997. Selling,
general and administrative expenses for 1998 were 16.5% of net sales, compared
to 15.2% of net sales for 1997. The increase was principally attributable to the
acquisition of two small companies in April 1998.
UNALLOCATED CORPORATE OVERHEAD. Unallocated corporate overhead was $6.3
million for 1998, an increase of $2.3 million, or 57.5%, compared to $4.0
million in 1997. The increase was due to an increase in our supplemental
retirement program costs, along with an increase in management bonuses for 1998.
AMORTIZATION OF GOODWILL AND OTHER INTANGIBLES. Amortization of goodwill
and other intangibles in 1998 was $1.3 million, an increase of $0.5 million, or
62.5%, from $0.8 million in 1998. The increase was due to amortization of
intangibles in connection with two acquisitions in April 1998.
RESTRUCTURING CHARGES. There were no restructuring charges in 1998 compared
to $5.9 million in 1997. The 1997 restructuring charges consisted of the
following: plant closings and personnel reductions in our vaccine support
products operations, severance, relocation and refoliation costs in the Florida
Keys and staff reductions and severance costs in Europe and the United States.
During 1998, we charged $1.6 million against the restructuring reserves
previously recorded.
OPERATING INCOME. Operating income in 1998 was $35.3 million, an increase
of $13.2 million, or 59.7%, from $22.1 million in 1997. Operating income in 1998
was 18.3% of net sales compared to 12.9% of net sales in 1997.
6
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RESEARCH MODELS. Operating income from research models in 1998 was $30.5
million, an increase of $10.9 million, or 55.6%, from $19.6 million in 1997.
Operating income from sales of research models in 1998 increased to 22.7% of net
sales, compared to 15.7% of net sales in 1997 for the reasons described above.
BIOMEDICAL PRODUCTS AND SERVICES. Operating income from biomedical products
and services in 1998 was $11.1 million, an increase of $4.6 million, or 70.8%,
from $6.5 million in 1997. Operating income increased to 18.9% of net sales,
compared to 14.3% of net sales in 1997 for the reasons described above.
INCOME TAXES. The effective tax rate in 1998 was 39.5% compared to 38.2% in
1997.
NET INCOME. Net income in 1998 was $23.4 million, an increase of $8.1
million, or 52.9%, from $15.3 million in 1997. The increase was attributable to
the factors referred to above.
LIQUIDITY AND CAPITAL RESOURCES
Prior to the recapitalization our principal source of liquidity was cash
flow from operations. Following the consummation of the recapitalization, our
principal sources of liquidity are cash flow from operations and borrowings
under our credit facility.
In September 1999, we received a $92.4 million equity investment from
DLJMB and affiliated funds, management and some other investors, we issued
$150.0 million units consisting of senior subordinated notes due in 2009 with
warrants to purchase common stock of Charles River Laboratories Holdings,
Inc., and borrowed $162.0 million under our senior secured credit facility.
We simultaneously acquired Sierra for an initial purchase price of $23.3
million including $17.3 million paid to its former stockholders and $6.0
million of assumed debt which we immediately retired. A dividend of $270.0
million was paid to our parent Charles River Laboratories Holdings, Inc.
Borrowings under the credit facility bear interest at a rate per year equal
to a margin over either a base rate or LIBOR. The $30.0 million revolving loan
commitment will terminate six years after the date of the initial funding of the
credit facility. The revolving credit facility may be increased by up to $25.0
million at our request, which will only be available to us under some
circumstances, under the same terms and conditions of the $30.0 million
revolving credit facility. The term loan facility under the credit facility
consists of a $40.0 million term loan A facility and a $120.0 million term loan
B facility. The term loan A facility matures six years after the closing date of
the facility and the term loan B facility matures eight years after the closing
date of the facility. The credit facility contains customary covenants and
events of default, including substantial restrictions on our subsidiary's
ability to declare dividends or make distributions. The term loans are subject
to mandatory prepayment with the proceeds of certain asset sales and a portion
of our excess cash flow.
In February 2000, the 13 1/2% senior subordinated notes were exchanged for
registered notes having the same financial terms and covenants as the notes
issued in September 1999. Interest on the notes is payable semi-annually in
cash. The notes contain customary covenants and events of default, including
covenants that limit our ability to incur debt, pay dividends and make
particular investments.
We plan to use the net proceeds from this offering to repay debt incurred
in connection with the recapitalization.
We anticipate that our operating cash flow, together with borrowings under
our credit facility, will be sufficient to meet our anticipated future operating
expenses, capital expenditures and debt service obligations as they become due.
FISCAL 1999 COMPARED TO FISCAL 1998
Cash flow from operating activities in 1999 was $37.6 million compared to
$37.4 million in 1998. Net cash used in investing activities in 1999 was $34.2
million compared to $23.0 million in 1998. The increase was primarily due to the
acquisition of Sierra for $23.3 million. Capital expenditures in 1999 were
7
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$13.0 million versus $11.9 million in 1998.
Net cash used in financing activities in 1999 was $11.5 million versus $8.0
million in 1998. The activity in 1999 consisted of payments for deferred
financing costs of $14.4 million and transactions costs of $8.2 million
associated with the recapitalization. We also dividended $29.4 million to B&L,
which was excess cash at the time of the recapitalization, and $270.0 million to
Charles River Laboratories Holdings, Inc. The above was offset by the proceeds
from the issuance of long-term debt of $309.9 million.
8
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHARLES RIVER LABORATORIES, INC.
INDEX TO FINANCIAL STATEMENTS
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Financial Statements:
Report of Independent Accountants .......................................... 10
Consolidated Statements of Income .......................................... 11
Consolidated Balance Sheets ................................................ 12
Consolidated Statements of Cash Flows ...................................... 13
Consolidated Statements of Changes in Shareholders' Equity ................. 14
Notes to Consolidated Financial Statements ................................. 15
Financial Statement Schedules:
I - Condensed Parent Company Financial Information .................... 33
II - Valuation and Qualifying Accounts .................................
</TABLE>
9
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Charles River Laboratories, Inc.
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, changes in shareholders' equity and cash
flows present fairly, in all material respects, the financial position of
Charles River Laboratories, Inc. and its subsidiaries (the "Company") at
December 25, 1999 and December 26, 1998, and the results of their operations
and their cash flows for each of the three years in the period ended December
25, 1999, in conformity with accounting principles generally accepted in the
United States. In addition, in our opinion, the financial statement
schedules listed in the accompanying index present fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements. These financial statements and the
financial statement schedules are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements and the financial statement schedules based on our audits. We
conducted our audits of these statements in accordance with auditing
standards generally accepted in the United States, which require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Boston, Massachusetts
March 20, 2000
10
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CHARLES RIVER LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-----------------
DECEMBER 27, DECEMBER 26, DECEMBER 25,
1997 1998 1999
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Net sales related to products ....................................... $ 156,800 $ 169,377 $ 180,269
Net sales related to services ....................................... 13,913 23,924 39,007
--------- --------- ---------
Total net sales ..................................................... 170,713 193,301 219,276
Costs and expenses
Cost of products sold ............................................ 102,980 107,146 108,928
Cost of services provided ........................................ 8,480 15,401 25,664
Selling, general and administrative .............................. 30,451 34,142 39,765
Amortization of goodwill and intangibles ......................... 834 1,287 1,956
Restructuring charges ............................................ 5,892 -- --
--------- --------- ---------
Operating income .................................................... 22,076 35,325 42,963
Other income (expense)
Interest income .................................................. 865 986 536
Other income and expense ......................................... -- -- 89
Interest expense ................................................. (501) (421) (9,943)
Loss from foreign currency, net .................................. (221) (58) (136)
--------- --------- ---------
Income before income taxes, minority interests and earnings from .... 22,219 35,832 33,509
equity investments
Provision for income taxes .......................................... 8,499 14,123 16,214
--------- --------- ---------
Income before minority interests and earnings from equity investments 13,720 21,709 17,295
Minority interests .................................................. (10) (10) (22)
Earnings from equity investment ..................................... 1,630 1,679 2,044
--------- --------- ---------
Net income .......................................................... $ 15,340 $ 23,378 $ 19,317
========= ========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
11
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CHARLES RIVER LABORATORIES, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 26, DECEMBER 25,
1998 1999
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ASSETS
Current assets
Cash and cash equivalents .............................................. $ 24,811 $ 15,010
Trade receivables, less allowances of $898 and $978, respectively ...... 32,466 36,293
Inventories ............................................................ 30,731 30,534
Deferred tax asset ..................................................... 5,432 632
Due from affiliates .................................................... 982 1,233
Other current assets ................................................... 2,792 6,371
--------- ---------
Total current assets ................................................. 97,214 90,073
Property, plant and equipment, net ........................................ 82,690 85,413
Goodwill and other intangibles, less accumulated amortization of $5,591 and
$7,220, respectively ................................................... 17,705 36,958
Investments in affiliates ................................................. 18,470 21,722
Deferred tax asset ........................................................ 5,787 100,907
Deferred financing costs .................................................. -- 14,015
Other assets .............................................................. 12,388 13,315
--------- ---------
Total assets ......................................................... $ 234,254 $ 362,403
========= =========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities
Current portion of long-term debt ...................................... $ 202 $ 3,290
Current portion of capital lease obligations ........................... 188 253
Accounts payable ....................................................... 11,615 9,291
Accrued compensation ................................................... 9,972 10,792
Accrued ESLIRP ......................................................... 7,747 8,315
Deferred income ........................................................ 3,419 7,643
Accrued liabilities .................................................... 14,862 18,479
Accrued interest ....................................................... 53 8,935
Accrued income taxes ................................................... 14,329 2,738
--------- ---------
Total current liabilities ............................................ 62,387 69,736
Long-term debt ............................................................ 248 306,725
Deferred tax liability .................................................... 836 4,990
Capital lease obligations ................................................. 944 795
Other long-term liabilities ............................................... 1,274 2,469
--------- ---------
Total liabilities .................................................... 65,689 384,715
--------- ---------
Commitments and contingencies (Note 11)
Minority interests ........................................................ 306 304
Shareholder's equity
Common stock, par value $1 per share, 1,000 shares issued .............. 1 1
Capital in excess of par value ......................................... 17,836 119,470
Retained earnings ...................................................... 156,108 (132,158)
Loans to officers ...................................................... -- (920)
Accumulated other comprehensive income ................................. (5,686) (9,009)
--------- ---------
Total shareholder's equity ........................................... 168,259 (22,616)
--------- ---------
Total liabilities and shareholder's equity ........................... $ 234,254 $ 362,403
========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
12
<PAGE>
CHARLES RIVER LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-----------------
DECEMBER 27, DECEMBER 26, DECEMBER 25,
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS RELATING TO OPERATING ACTIVITIES
Net income ................................................ $ 15,340 $ 23,378 $ 19,317
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ............................. 9,703 10,895 12,318
Amortization of debt issuance costs and discounts ......... -- -- 479
Provision for doubtful accounts ........................... 166 181 148
Earnings from equity investments .......................... (1,630) (1,679) (2,044)
Minority interests ........................................ 10 10 22
Deferred income taxes ..................................... (1,363) (3,133) 9,278
Stock compensation expense ................................ 84 333 124
Gain on sale of property, plant, and equipment ............ -- -- (1,441)
Property, plant and equipment write downs ................. 822 -- 1,803
Other non-cash items ...................................... -- -- 486
Changes in assets and liabilities
Trade receivables ......................................... (2,232) (1,712) (3,333)
Inventories ............................................... (1,917) (1,250) 133
Due from affiliates ....................................... (462) 538 (251)
Other current assets ...................................... 165 (241) (2,911)
Other assets .............................................. 1,251 (4,309) (1,943)
Accounts payable .......................................... 594 2,853 (2,374)
Accrued compensation ...................................... 674 2,090 868
Accrued ESLIRP ............................................ 499 821 570
Deferred income ........................................... 105 1,278 4,223
Accrued interest .......................................... -- -- 8,930
Accrued liabilities ....................................... 3,163 2,351 3,111
Accrued income taxes ...................................... (500) 5,605 (11,264)
Other long-term liabilities ............................... (148) (629) 1,319
--------- --------- ---------
Net cash provided by operating activities ................. 24,324 37,380 37,568
--------- --------- ---------
CASH FLOWS RELATING TO INVESTING ACTIVITIES
Proceeds from sale of property, plant, and equipment ........ -- -- 1,860
Dividends received from equity investments .................. 773 681 815
Capital expenditures ........................................ (11,872) (11,909) (12,951)
Contingent payments for prior year acquisitions ............. (640) (681) (841)
Acquisition of businesses net of cash acquired .............. (1,207) (11,121) (23,051)
--------- --------- ---------
Net cash used in investing activities ..................... (12,946) (23,030) (34,168)
--------- --------- ---------
CASH FLOWS RELATING TO FINANCING ACTIVITIES
Dividends to Holding Company ................................ -- -- (270,000)
Loans to officers ........................................... -- -- (920)
Payments of deferred financing costs ........................ -- -- (14,442)
Proceeds from long-term debt ................................ 281 199 309,872
Payments on long-term debt .................................. (119) (1,247) (252)
Payments on capital lease obligations ....................... (346) (48) (307)
Net activity with Bausch & Lomb ............................. (12,755) (6,922) (29,415)
Transaction costs ........................................... -- -- (8,168)
Capital contribution ........................................ -- -- 2,128
--------- --------- ---------
Net cash used in financing activities ..................... (12,939) (8,018) (11,504)
--------- --------- ---------
Effect of exchange rate changes on cash and cash equivalents (181) 564 (1,697)
Net change in cash and cash equivalents ....................... (1,742) 6,896 (9,801)
--------- --------- ---------
Cash and cash equivalents, beginning of year .................. 19,657 17,915 24,811
--------- --------- ---------
CASH AND CASH EQUIVALENTS, END OF YEAR ........................ $ 17,915 $ 24,811 $ 15,010
========= ========= =========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for taxes ......................................... $ 4,254 $ 4,681 $ 4,656
Cash paid for interest ...................................... 287 177 538
</TABLE>
See Notes to Consolidated Financial Statements.
13
<PAGE>
CHARLES RIVER LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
ACCUMULATED
OTHER CAPITAL
RETAINED COMPREHENSIVE COMMON IN EXCESS LOANS TO
TOTAL EARNINGS INCOME STOCK OF PAR OFFICERS
----- -------- ------ ----- ------ --------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 28, 1996 ............. $ 154,133 $ 137,067 $ (771) $ 1 $ 17,836 $ 0
Components of comprehensive income:
Net income ......................... 15,340 15,340 -- -- -- --
Foreign currency translation ....... (6,844) -- (6,844) -- -- --
Minimum pension liability adjustment (510) -- (510) -- -- --
---------
Total comprehensive income ....... 7,986 -- -- -- -- --
Net activity with Bausch & Lomb ....... (12,755) (12,755) -- -- -- --
--------- --------- --------- --------- --------- ---------
BALANCE AT DECEMBER 27, 1997 ............. $ 149,364 $ 139,652 $ (8,125) $ 1 $ 17,836 $ 0
Components of comprehensive income:
Net income ......................... 23,378 23,378 -- -- -- --
Foreign currency translation ....... 2,839 -- 2,839 -- -- --
Minimum pension liability adjustment (400) -- (400) -- -- --
---------
Total comprehensive income ....... 25,817 -- -- -- -- --
Net activity with Bausch & Lomb ....... (6,922) (6,922) -- -- -- --
--------- --------- --------- --------- --------- ---------
BALANCE AT DECEMBER 26, 1998 ............. $ 168,259 $ 156,108 $ (5,686) $ 1 $ 17,836 $ 0
Components of comprehensive income:
Net income ......................... 19,317 19,317 -- -- -- --
Foreign currency translation ....... (3,437) -- (3,437) -- -- --
Minimum pension liability adjustment 114 -- 114 -- -- --
---------
Total comprehensive income ....... 15,994 -- -- -- -- --
Net activity with Bausch & Lomb ....... (29,415) (29,415) -- -- -- --
Loans to officers ..................... (920) -- -- -- -- (920)
Transaction costs ..................... (8,168) (8,168) -- -- -- --
Deferred tax asset .................... 99,506 -- -- -- 99,506 --
Capital contribution .................. 2,128 -- -- -- 2,128 --
Dividends ............................. (270,000) (270,000) -- -- -- --
--------- --------- --------- --------- --------- ---------
BALANCE AT DECEMBER 25, 1999 ............. $ (22,616) $(132,158) $ (9,009) $ 1 $ 119,470 $ (920)
========= ========= ========= ========= ========= =========
</TABLE>
See Notes to Financial Statements.
14
<PAGE>
CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
Charles River Laboratories, Inc. (the "Company") is a commercial producer
and supplier of animal research models for use in the discovery, development and
testing of pharmaceuticals. In addition, the Company is a supplier of biomedical
products and services in several specialized niche markets. The Company's fiscal
year is the twelve-month period ending the last Saturday in December.
BASIS OF PRESENTATION
For the periods presented in these consolidated financial statements that
are prior to September 29, 1999, the Company was 100% owned by Bausch & Lomb
Incorporated ("B&L"). The assets, liabilities, operations and cash flows
relating to the Company were held by B&L and certain of its affiliated entities.
As more fully described in Note 2, effective September 29, 1999, pursuant to a
recapitalization agreement all assets, liabilities and operations of the Company
were contributed to an existing dormant subsidiary which was subsequently
renamed Charles River Laboratories, Inc. Under the terms of the
recapitalization, the Company became a wholly-owned subsidiary of Charles River
Laboratories Holdings, Inc. ("Holdings"). These consolidated financial
statements include all such assets, liabilities, operations and cash flows as of
and for each of the periods presented.
PRINCIPLES OF CONSOLIDATION
The financial statements include all majority-owned U.S. and non-U.S.
subsidiaries. Intercompany accounts, transactions and profits are eliminated.
Affiliated companies over which the Company does not have the ability to
exercise control are accounted for using the equity method (Note 9).
USE OF ESTIMATES
The financial statements have been prepared in conformity with generally
accepted accounting principles and, as such, include amounts based on informed
estimates and judgments of management with consideration given to materiality.
Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
Cash equivalents include time deposits and highly liquid investments with
remaining maturities at the purchase date of three months or less.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost is determined
principally on the average cost method. Costs for primates are accumulated in
inventory until the primates are sold or declared breeders.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, including improvements that significantly
add to productive capacity or extend useful life, are recorded at cost, while
maintenance and repairs are expensed as incurred. Depreciation is calculated for
financial reporting purposes using the straight-line method based on the
estimated useful lives of the assets as follows: building, 20 to 40 years;
machinery and equipment, 2 to 20 years; and leasehold improvements, shorter of
estimated useful life or the lease periods.
15
<PAGE>
CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
INTANGIBLE ASSETS
Intangible assets are amortized on a straight-line basis over periods
ranging from 5 to 20 years. Intangible assets consist primarily of goodwill,
patents and non-compete agreements.
OTHER ASSETS
Other assets consist primarily of the cash surrender value of life
insurance policies and the net value of primate breeders. Primate breeders are
amortized over 20 years on a straight line basis. Total amortization expense for
primate breeders was $348, $323 and $300 for 1997, 1998 and 1999, respectively,
and is included in costs of products sold.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company evaluates long-lived assets and intangibles whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. An impairment loss would be recognized when estimated
undiscounted future cash flows expected to result from the use of the asset and
its eventual disposal are less than its carrying amount. In such instances, the
carrying value of long-lived assets is reduced to the estimated fair value, as
determined using an appraisal or discounted cash flow, as appropriate.
STOCK-BASED COMPENSATION PLANS
As permitted under Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (FAS 123), the Company accounts for
its stock-based compensation plans using the intrinsic value method prescribed
by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" (APB 25).
REVENUE RECOGNITION
Revenues are recognized when products are shipped or as services are
performed. Deferred income represents cash received from customers in advance of
product shipment or performance of services.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of the Company's significant financial instruments,
which include accounts receivable and debt, approximates their fair values at
December 26, 1998 and December 25, 1999.
INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (FAS 109).
The asset and liability approach underlying FAS 109 requires the recognition of
deferred tax liabilities and assets for the expected future tax consequences of
temporary differences between the carrying amounts and tax basis of the
Company's assets and liabilities.
FOREIGN CURRENCY TRANSLATION
In accordance with the Statement of Financial Accounting Standards No. 52,
"Foreign Currency Translation," the financial statements of all non-U.S.
subsidiaries are translated into U.S. dollars as follows: assets and liabilities
at year-end exchange rates; income, expenses and cash flows at average exchange
rates; and shareholder's equity at historical exchange rates. The resulting
translation adjustment is recorded as a component of accumulated other
comprehensive income on the accompanying balance sheet.
16
<PAGE>
CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
CONCENTRATIONS OF CREDIT RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of trade receivables from
customers within the pharmaceutical and biomedical industries. As these
industries have experienced significant growth and its customers are
predominantly well-established and viable, the Company believes its exposure to
credit risk to be minimal.
COMPREHENSIVE INCOME
The Company adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income," (FAS 130) at the beginning of 1998. As it
relates to the Company, comprehensive income is defined as net income plus the
sum of currency translation adjustments and the change in minimum pension
liability (collectively, other comprehensive income), and is presented in the
Consolidated Statement of Changes in Shareholder's Equity.
SEGMENT REPORTING
During 1998, the Company adopted Statement of Financial Accounting
Standards No. 131, "Disclosures About Segments of an Enterprise and Related
Information" (FAS 131), which requires financial and descriptive information
about an enterprise's reportable operating segments. Operating segments are
components of an enterprise about which separate financial information is
available and regularly evaluated by the chief operating decision maker in
deciding how to allocate resources and in assessing performance. The Company
operates in two business segments, research models and biomedical products and
services.
RECLASSIFICATIONS
Certain amounts in prior year financial statements and related notes have
been reclassified to conform with current year presentation.
2. RECAPITALIZATION AND RELATED FINANCING
On September 29, 1999 CRL Acquisition LLC, an affiliate of DLJ Merchant
Banking Partners II, L.P., and affiliated funds (the "DLJMB Funds") consummated
a transaction in which it acquired 87.5% of the common stock of Charles River
Laboratories, Inc. from Bausch & Lomb for approximately $443 million. This
transaction was effected through Charles River Laboratories Holdings, Inc.
("Holdings"), a holding company with no operations or assets other than its
ownership of 100% of the Company's outstanding stock. This transaction was
accounted for as a leveraged recapitalization, which had no impact on the
historical basis of the Company's assets and liabilities. The transaction did,
however, impact the capital structure of the Company, as further described
below. In addition, concurrent with the transaction, and more fully described in
Note 3, the Company purchased all of the outstanding shares of common stock of
SBI Holdings, Inc. ("Sierra"), a pre-clinical biomedical services company, for
$23.3 million.
The recapitalization transaction and related fees and expenses were funded
as follows:
- issuance of 150,000 units, each consisting of a $1,000 principal
amount of a 13.5% senior subordinated note (the Series A Note Offering
or the "Notes") and one warrant to purchase 3.942 shares of common
stock of Holdings;
- borrowings by the Company of $162.0 million under a new senior secured
credit facility;
- an equity investment of $92.4 million in Holdings;
- senior discount debentures with warrants issued by Holdings for $37.6
million; and
17
<PAGE>
CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
- subordinated discount note issued by Holdings to Bausch & Lomb for
$43.0 million
The Company incurred approximately $14,442 in debt issuance costs related
to these transactions. These costs have been capitalized as long-term assets and
are being amortized over the terms of the loans. Amortization expense of $426
was recorded in the accompanying consolidated financial statements for the year
ended December 25, 1999. In addition, the Company also incurred transaction
costs of $8,168, which were recorded as an adjustment to retained earnings.
SERIES A NOTE OFFERING
As discussed above, the Company issued 150,000 units, each comprised of a
$1,000 note and a warrant to purchase 3.942 shares of common stock of Holdings
for total proceeds of $150,000. The Company estimated the fair value of the
warrants to be $2,128 and allocated the $150,000 offering proceeds between
senior subordinated notes ($147,872) and the warrants ($2,128). The discount on
the Notes is being amortized over the life of the Notes and amounted to $53 in
1999. The portion of the proceeds allocated to the warrants is reflected as a
capital contribution in the accompanying consolidated financial statements.
The Notes will mature on October 1, 2009. The Notes are not redeemable
prior to October 1, 2004 other than in connection with a public offering of the
common stock of Holdings. Thereafter, the Notes will be subject to redemption at
any time at the option of the issuers at redemption prices set forth in the
Notes. Interest on the Notes will accrue at the rate of 13.5% per annum and will
be payable semi-annually in arrears on October 1 and April 1 of each year,
commencing on April 1, 2000. The payment of principal and interest on the Notes
will be subordinated in right to the prior payment of all Senior Debt.
Upon the occurrence of a change in control, the Company will be obligated
to make an offer to each holder of the Notes to repurchase all or any part of
such holders' Notes at an offer price in cash equal to 101% of the principal
amount thereof, plus accrued and unpaid interest. Restrictions under the Notes
include certain sales of assets, certain payments of dividends and incurrence of
debt, and limitations on certain mergers and transactions with affiliates. The
Company is also required to maintain certain financial ratios and covenants
with respect to the notes.
SENIOR SECURED CREDIT FACILITY
The senior secured Credit Facility ("the Facility") includes a $40,000 term
loan A facility, a $120,000 term loan B facility and a $30,000 revolving credit
facility. The term loan A facility will mature on October 1, 2005, the term loan
B facility will mature on October 1, 2007, and the revolving credit facility
will mature on October 1, 2005. Interest on the term loan A and the revolving
credit facility will accrue at either a base rate plus 1.75% or LIBOR plus 3.0%,
at the Company's option (9.08% at December 25, 1999). Interest on the term loan
B accrues at either a base rate plus 2.50 % or LIBOR plus 3.75% (9.83% at
December 25, 1999). Interest will be paid quarterly in arrears commencing on
December 30, 1999. At December 25, 1999, the Company had $2,000 of outstanding
borrowings on its revolving credit facility. A commitment fee in an amount equal
to 0.50% per annum on the daily average unused portion of the revolving credit
facility will be paid quarterly in arrears. The Credit Facility requires the
Company to remain in compliance with certain financial ratios as well as other
restrictive covenants. Compliance with these ratios and covenants is not
required until the quarter ended March 25, 2000.
The Company has certain insignificant foreign borrowings outstanding at December
25, 1999, amounting to $90.
18
<PAGE>
CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
Minimum future principal payments of long-term debt at December 25, 1999 are as
follows:
<TABLE>
<S> <C>
FISCAL YEAR
2000............................................... $ 3,290
2001............................................... 3,200
2002............................................... 5,200
2003............................................... 9,200
2004............................................... 11,200
Thereafter......................................... $277,925
--------
Total.............................................. $310,015
========
</TABLE>
HOLDINGS FINANCING
The senior discount debentures issued by Holdings accrete from their
original issue price of $37,600 to $82,300 by October 1, 2004. Thereafter,
interest is payable in cash. The senior discount debentures mature on April 1,
2010. The senior discount debentures contain covenants and events of default
substantially similar to those contained in the Notes. The subordinated discount
note issued by Holdings of $43,000 accretes at a rate of 12% prior to October 1,
2004 and thereafter at 15% to an aggregate principal amount of $175,300 at
maturity on October 1, 2010. The subordinated discount notes are subject to
mandatory redemption upon a change in control at the option of the holder
thereof and are subject to redemption at Holdings' option at any time.
As previously discussed, Holdings is a holding company with no operations
or assets other than its ownership of 100% of the Company's outstanding common
stock. The Company neither guarantees nor pledges its assets as collateral for
the senior discount debentures or the subordinated discount note, which Holdings
issued. Holdings has no source of liquidity to meet its cash requirements. As
such, repayment of the obligations as outlined above will be dependent upon
either dividends from the Company, which are restricted by terms contained in
the indenture governing the Notes and the new senior secured credit facility, or
through a refinancing or equity transaction at the Holdings level.
3. BUSINESS ACQUISITIONS
The Company acquired several businesses during the three-year period ended
December 25, 1999. All acquisitions have been accounted for under the purchase
method of accounting. The results of operations of the acquired business are
included in the consolidated financial statements from the date of acquisition.
Significant acquisitions include the following:
On September 29, 1999, the Company acquired 100% of the outstanding stock
of SBI Holdings, Inc. ("Sierra"), a pre-clinical biomedical services company,
for approximately $23,300 of which $6,000 was used to repay existing debt. The
estimated fair value of assets acquired and liabilities assumed relating to the
Sierra acquisition are summarized below:
19
<PAGE>
CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<S> <C> <C>
ALLOCATION OF PURCHASE PRICE:
Net current assets (including cash of $292) $ 1,807
Property, plant and equipment 5,198
Other non-current assets 254
Intangible assets:
Customer list 11,491
Work force 2,941
Other identifiable intangibles 1,251
Goodwill 852 16,535
-------- -------
23,794
Less long-term liabilities assumed 451
-------
$23,343
-------
-------
</TABLE>
Goodwill and other intangibles related to the Sierra acquisition are being
amortized on a straight-line basis over their established lives, which range
from 5 to 15 years. As the transaction was effected through the acquisition of
the stock of Sierra, the historical tax basis of Sierra continues with the
Company and a deferred tax liability and offsetting goodwill of $4,374 has been
recorded.
In conjunction with the Sierra acquisition, the Company has agreed to pay
additional consideration of up to $2,000 if Sierra achieves specified financial
targets by December 31, 2000. This additional consideration, if any, will be
recorded as additional goodwill at the time the contingency is resolved.
Secondly, also as a part of the acquisition, the Company has agreed to pay up to
$10,000 in performance-based bonus payments if specified financial objectives
are reached over the next five years. At the time these contingencies become
probable, the bonuses, if any, will be recorded as compensation expense.
Thirdly, the Company has entered into employment agreements with certain key
scientific and management personnel of Sierra that contain retention and
non-competition payments totaling $3,000 to be paid upon their continuing
employment with the Company at December 31, 1999 and June 30, 2001. The Company
has recorded compensation expense of $1,435 in the accompanying consolidated
financial statements relating to the first payment which was made on December
31, 1999. The remaining $1,565 will be expensed ratably through June 30, 2001 as
such amounts are earned.
On March 30, 1998, the Company acquired 100% of the outstanding stock of
Tektagen, Inc. ("Tektagen") for $8,000 and assumed debt equal to approximately
$850. Tektagen provides quality control testing and consulting services to the
biotechnology and pharmaceutical industries. The purchase price exceeded the
fair value of the net assets acquired by approximately $6,600, which is being
amortized on a straight line basis over 15 years. In addition, during 1998 the
Company acquired an additional biomedical service business and one research
model business; the impact of each is considered immaterial to the Company's
financial statements taken as a whole.
The following selected unaudited pro forma consolidated results of
operations are presented as if each of the acquisitions had occurred as of the
beginning of the period immediately preceding the period of acquisition after
giving effect to certain adjustments for the amortization of goodwill and
related income tax effects. The pro forma data is for informational purposes
only and does not necessarily reflect the results of operations had the
companies operated as one during the period. No effect has been given for
synergies, if any, that may have been realized through the acquisitions.
20
<PAGE>
CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-----------------
DECEMBER 27, DECEMBER 26, DECEMBER 25,
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Net sales...................................... $179,513 $216,853 $235,310
Operating income............................... 21,830 37,917 42,589
Net income..................................... 15,018 24,094 18,389
</TABLE>
In addition, during 1997, 1998 and 1999, the Company made contingent
payments of $640 and $681, and $841 respectively, to the former owners of
acquired businesses in connection with an additional purchase price commitment.
4. SUPPLEMENTAL BALANCE SHEET INFORMATION
The composition of inventories is as follows:
<TABLE>
<CAPTION>
DECEMBER 26, DECEMBER 25,
1998 1999
---- ----
<S> <C> <C>
Raw materials and supplies..................... $ 4,932 $ 4,196
Work in process................................ 1,088 1,608
Finished products.............................. 24,711 24,730
------- -------
Inventories............................... $30,731 $30,534
======= =======
</TABLE>
The composition of property, plant and equipment is as follows:
<TABLE>
<CAPTION>
DECEMBER 26, DECEMBER 25,
1998 1999
---- ----
<S> <C> <C>
Land........................................... $ 7,783 $ 7,022
Buildings...................................... 90,919 90,730
Machinery and equipment........................ 74,876 82,131
Leasehold improvements......................... 3,063 4,668
Furniture and fixtures......................... 1,532 1,826
Vehicles....................................... 3,006 2,689
Construction in progress....................... 6,176 4,679
--------- ---------
187,355 193,745
Less accumulated depreciation.................. (104,665) (108,332)
--------- ---------
Net property, plant and equipment........... $ 82,690 $ 85,413
======== =========
</TABLE>
Depreciation and amortization expense for the years ended 1997, 1998, and 1999
was $8,320, $9,168, and $10,062, respectively.
5. LEASES
CAPITAL LEASES
The Company has one capital lease for a building and numerous capital
leases for equipment. These leases are capitalized using interest rates
considered appropriate at the inception of each lease. Assets under capital
lease are not significant.
Capital lease obligations amounted to $1,132 and $1,048 at December 26,
1998 and December 25, 1999, respectively, with maturities through 2004 at
interest rates ranging from 9.5% to 15.0%. Future minimum lease payments under
capital lease obligations at December 25, 1999 are as follows:
21
<PAGE>
CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<S> <C>
2000.................................................................................. $ 384
2001.................................................................................. 312
2002.................................................................................. 293
2003.................................................................................. 475
-------
Total minimum lease payments.......................................................... 1,464
Less amount representing interest..................................................... (416)
-------
Present value of net minimum lease payments........................................... $ 1,048
=======
</TABLE>
OPERATING LEASES
The Company has various operating leases for machinery and equipment,
automobiles, office equipment, land and office space. Rent expense for all
operating leases was $4,453 in 1999, $3,273 in 1998, and $3,111 in 1997.
Future minimum payments by year and in the aggregate, under noncancellable
operating leases with initial or remaining terms of one year or more
consist of the following at December 25, 1999:
<TABLE>
<S> <C>
2000................................................................................ $ 4,263
2001................................................................................ 3,071
2002................................................................................ 2,039
2003................................................................................ 910
2004................................................................................ 696
Thereafter.......................................................................... 1,928
-------
$12,907
=======
</TABLE>
6. INCOME TAXES
In the years ended December 27, 1997, December 26, 1998, and for the
nine-month period ended September 29, 1999, the Company was not a separate
taxable entity for federal and state income tax purposes and its income
for these periods was included in the consolidated B&L income tax returns.
The Company accounted for income taxes for these periods under the
separate return method in accordance with FAS 109. Under the terms of the
recapitalization agreement, B&L has assumed all income tax consequences
associated with the periods through September 29, 1999. Accordingly, all
current and deferred income tax attributed reflected in the Company's
consolidated financial statements on the effective date of the
recapitalization will ultimately be settled by B&L. In line with this the
domestic income tax attributes have been included in the net activity with
B&L and have been charged off against retained earnings.
In addition, in connection with the recapitalization transaction, the
Company has elected under Internal Revenue Code Section 338(h)(10) to
treat the transaction as a purchase resulting in a step-up in the tax
basis of the underlying assets. The election resulted in the recording of
a net deferred tax asset, before valuation allowance, of approximately
$106,700, representing the estimated future tax benefits associated with
the increased tax basis of its assets. In connection with the
establishment of the net deferred tax asset, the Company has recorded a
valuation allowance of $6,380, primarily related to its realizability with
respect to state income taxes. The Company expects to realize the net
benefit of the deferred tax asset over a 15 year period. For financial
reporting purposes the benefit was treated as a contribution to capital.
The Company is in the process of finalizing the tax purchase price
allocation. Any increase or decrease in the net deferred tax assets
resulting from the final allocation of tax purchase price will be an
adjustment to additional paid-in-capital.
An analysis of the components of income before income taxes and minority
interests and the related provision for income taxes is presented below:
22
<PAGE>
CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-----------------
DECEMBER 27, DECEMBER 26, DECEMBER 25,
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
INCOME BEFORE EQUITY IN EARNINGS OF FOREIGN SUBSIDIARIES, INCOME TAXES
AND MINORITY INTERESTS
U.S ............................................................... $ 13,497 $ 22,364 $ 17,454
Non-U.S ........................................................... 8,722 13,468 16,055
-------- -------- --------
$ 22,219 $ 35,832 $ 33,509
======== ======== ========
INCOME TAX PROVISION
Current:
Federal ........................................................ $ 6,202 $ 7,730 $ 9,522
Foreign ........................................................ 2,528 6,171 6,035
State and local ................................................ 1,397 1,833 1,895
-------- -------- --------
Total current ................................................ 10,127 15,734 17,452
-------- -------- --------
Deferred:
Federal ........................................................ $ (1,867) $ (597) $ (1,347)
Foreign ........................................................ 498 (887) 53
State .......................................................... (259) (127) 56
-------- -------- --------
Total deferred ............................................... (1,628) (1,611) (1,238)
-------- -------- --------
$ 8,499 $ 14,123 $ 16,214
======== ======== ========
</TABLE>
Deferred taxes, detailed below, recognize the impact of temporary
differences between the amounts of assets and liabilities recorded for financial
statement purposes and such amounts measured in accordance with tax laws.
<TABLE>
<CAPTION>
DECEMBER 26, 1998 DECEMBER 25, 1999
------------------------ ------------------------
ASSETS LIABILITIES ASSETS LIABILITIES
------- ----------- ------ -----------
<S> <C> <C> <C> <C>
Current:
Inventories ............................... $ 827 -- $ --
Restructuring accruals .................... 1,006 -- -- --
Employee benefits and compensation ........ 3,077 -- -- --
Other accruals ............................ 522 -- 632 --
--------- --------- --------- ---------
5,432 -- 632 --
--------- --------- --------- ---------
Non-current:
Goodwill and other intangibles ............ -- -- 104,617 4,272
Net operating loss and credit carryforwards 2,960 -- 2,220 --
Depreciation and amortization ............. 3,672 836 162
Other ..................................... 921 -- 844 718
--------- --------- --------- ---------
7,553 836 107,843 4,990
Valuation allowance ...................... (1,766) -- (6,936) --
--------- --------- --------- ---------
5,787 836 100,907 4,990
--------- --------- --------- ---------
Total deferred taxes after valuation allowance $ 11,219 $ 836 $ 101,539 $ 4,990
========= ========= ========= =========
</TABLE>
23
<PAGE>
CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
As of December 25, 1999, the Company has net operating loss carryforwards
for federal and state income tax purposes of approximately $4,200 expiring
between 2004 and 2019. Additionally, the Company has foreign tax credit
carryforwards of $600 expiring in 2004. The Company has increased its valuation
allowance from the $6,380 discussed above to $6,936, primarily related to the
realizability of state operating loss carryforwards, and the foreign tax credits
generated in the fourth quarter. The Company has recorded the balance of the net
deferred tax asset on the belief that it is more likely than not that it will be
realized. This belief is based upon a review of all available evidence,
including historical operating results, projections of taxable income, and tax
planning strategies. Reconciliations of the statutory U.S. federal income tax
rate to effective tax rates are as follows:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-----------------
DECEMBER 27, DECEMBER 26, DECEMBER 25,
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Tax at statutory U.S. tax rate............................................ 35.0% 35.0% 35.0%
Foreign tax rate differences.............................................. (0.1) 1.6 6.8
Non-deductible goodwill amortization...................................... 0.4 0.6 0.5
State income taxes, net of federal tax benefit............................ 3.3 3.1 3.3
Change in valuation allowance............................................. -- -- 1.6
Other..................................................................... (0.4) (0.8) 1.2
----- ------ -----
38.2% 39.5% 48.4%
===== ====== =====
</TABLE>
During the year ended December 25, 1999, substantially all of the
accumulated earnings of the Company's foreign subsidiaries through September 29,
1999 were repatriated to the United States to B&L in connection with the
recapitalization transaction. Accordingly, a provision for U.S. federal and
state income taxes, net of foreign tax credits, has been provided on such
earnings in the year ended December 25, 1999. In addition, for periods
subsequent to September 29, 1999, the Company elected to treat certain foreign
subsidiaries in Germany and the United Kingdom as disregarded entities for U.S.
federal and state income tax purpose and, accordingly, is providing for U.S.
federal and state incomes taxes on such earnings. The Company's other foreign
subsidiaries have accumulated earnings subsequent to September 29, 1999. These
earnings are considered to be indefinitely reinvested and, accordingly, no
provision for U.S. income taxes has been provided thereon. Upon distribution of
those earnings in the form of dividends or otherwise, the Company would be
subject to both U.S. taxes and withholdings taxes payable to the various foreign
countries.
7. EMPLOYEE BENEFITS
The Company sponsors one defined contribution plan and two defined benefit
plans. The Company's defined contribution plan ("Charles River Laboratories
Employee Savings Plan") qualifies under section 401(k) of the Internal Revenue
Code. It covers substantially all U.S. employees and contains a provision
whereby the Company matches two percent of employee contributions up to four
percent. The costs associated with the defined contribution plan totaled $416,
$498 and $588 in 1997, 1998, and 1999, respectively.
One of the Company-sponsored defined benefit plans (Charles River
Laboratories, Inc. Pension Plan) is a qualified, non-contributory plan that also
covers substantially all U.S. employees. Benefits are based on participants'
final average monthly compensation and years of service. Participants' rights
vest upon completion of five years of service.
Under another defined benefit plan, the Company provides some executives
with supplemental retirement benefits. This plan (Executive Supplemental Life
Insurance Retirement Plan or ESLIRP) is generally unfunded and non-qualified
under the provisions of the Employee Retirement Income Securities Act of 1974.
The Company has, however, taken out several key person life insurance policies
with the intention of using its cash surrender value to fund the ESLIRP Plan.
At December 25, 1999, the cash surrender value of these policies was $8,052.
The following table provides reconciliations of the changes in benefit
obligations, fair value of plan assets and funded status of the two defined
benefit plans.
24
<PAGE>
CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DEFINED BENEFIT PLANS
---------------------
1998 1999
---- ----
<S> <C> <C>
RECONCILIATION OF BENEFIT OBLIGATION
Benefit/obligation at beginning of year ......... $ 20,531 $ 25,112
Service cost .................................... 795 958
Interest cost ................................... 1,588 1,738
Benefit payments ................................ (742) (738)
Actuarial loss (gain) ........................... 2,940 (73)
-------- --------
Benefit/obligation at end of year ............... $ 25,112 $ 26,997
======== ========
RECONCILIATION OF FAIR VALUE OF PLAN ASSETS
Fair value of plan assets at beginning of year .. $ 19,237 $ 26,493
Actual return on plan assets .................... 7,773 24,781
Employer contributions .......................... 225 259
Benefit payments ................................ (742) (738)
-------- --------
Fair value of plan assets at end of year ........ $ 26,493 $ 50,795
======== ========
FUNDED STATUS
Funded status ................................... $ 1,381 $ 23,797
Unrecognized transition obligation .............. 563 423
Unrecognized prior-service cost ................. (27) (24)
Unrecognized gain ............................... (7,178) (29,108)
-------- --------
Accrued benefit (cost) .......................... $ (5,261) $ (4,912)
======== ========
AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEET
Accrued benefit cost ............................ $ (7,849) $ (7,237)
Intangible asset ................................ 286 215
Accumulated other comprehensive income .......... 2,302 2,110
-------- --------
Net amount recognized ........................... $ (5,261) $ (4,912)
======== ========
</TABLE>
Key weighted-average assumptions used in the measurement of the Company's
benefit obligations are shown in the following table:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-----------------
DECEMBER 27, DECEMBER 26, DECEMBER 25,
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Discount rate............................... 7.5% 7% 7%
Expected return on plan assets.............. 10% 10% 10%
Rate of compensation increase............... 4.75% 4.75% 4.75%
</TABLE>
25
<PAGE>
CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
The following table provides the components of net periodic benefit cost
for the two defined benefit plans for 1997, 1998 and 1999:
<TABLE>
<CAPTION>
DEFINED BENEFIT PLANS
---------------------
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Components of net periodic benefit cost
Service cost .......................... $ 804 $ 795 $ 958
Interest cost ......................... 1,413 1,588 1,738
Expected return on plan assets ........ (1,717) (1,901) (2,623)
Amortization of transition obligation . 141 141 141
Amortization of prior-service cost .... (3) (3) (4)
Amortization of net gain .............. (172) (85) (301)
------- ------- -------
Net periodic benefit cost ............. $ 466 $ 535 $ (91)
======= ======= =======
</TABLE>
The projected benefit obligation, accumulated benefit obligation, and fair
value of plan assets for the pension plan with accumulated benefit obligations
in excess of plan assets were $8,205, $7,745 and $0, as of December 26, 1998,
and $8,761, $8,315, and $0 at December 25, 1999.
The Company had an adjusted minimum pension liability of $2,302 ($1,381,
net of tax) and $2,110 ($1,266 net of tax) as of December 26, 1998 and December
25, 1999, which represented the excess of the minimum accumulated net benefit
obligation over previously recorded pension liabilities.
8. STOCK COMPENSATION PLANS
As part of the recapitalization of the Company effective September 29,
1999, the equity investors in the recapitalization transaction agreed and
committed to establish a stock option plan for the Company, for the purpose of
providing significant equity incentives to management. The 1999 Management
Incentive Plan (the "Plan") is administered by the Holdings Compensation
Committee of the Board of Directors. Awards of 895,872 non-qualified stock
options, none of which are currently exercisable, were ratified and granted by
the Holding Compensation Committee on December 9, 1999 effective as of September
29, 1999. Options to purchase shares of Holdings granted pursuant to the Plan
are subject to a vesting schedule based on three distinct measures. A total of
926,000 shares have been reserved for the exercise of option grants under the
Plan, representing approximately 9% of the fully diluted equity of Holdings.
Certain options vest solely with the passage of time (incrementally over five
years so long as the optionee continues to be employed by the Company). The
remainder of the options vest over time but contain clauses providing for the
acceleration of vesting upon the achievement of certain performance targets or
the occurrence of certain liquidity events. All options granted expire on
September 29, 1999. The exercise price of all of the options initially granted
under the Plan is $10.27, the per share value of the underlying common stock, at
the time of grant.
Until September 29, 1999, employees of the Company participated in a
stock option plan sponsored by B&L. As a result of the recapitalization
transaction described in Note 2, employees participating in the B&L Stock
Option Plan exercised all vested options and were compensated for all unvested
options. The Company recorded compensation expense of $1,300 in the fourth
quarter of 1999 based upon the amount that B&L compensated these employees.
The Company received a capital contribution by B&L for this amount during the
fourth quarter of 1999, which has been recorded as part of the net activity
with B&L. As management's participation in the B&L plan was discontinued
earlier in the year and the Company has estimated its' own plan based on
current facts and circumstances, the historical FAS 123 disclosures relating
to the B&L plan, are not considered relevant.
The Company accounts for stock-based compensation plans under the
provisions of APB 25. Under APB 25, because the exercise price of the new
employee stock options equals the market price of the underlying stock on the
date of grant, no compensation expense is recognized.
26
<PAGE>
CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
Pro forma information regarding net income is required by FAS 123, which
also requires that the information be determined as if the Company has accounted
for its employee stock options under the fair value method of that Statement.
For purposes of this disclosure, the fair value of the fixed option grant
on December 9, 1999 was estimated using the Black-Scholes option-pricing model
with the following weighted average assumptions used for grants outstanding:
<TABLE>
<S> <C>
Risk-free interest rate.................................... 6.28%
Volatility factor.......................................... 45.00%
Weighted average expected life (years)..................... 6
</TABLE>
The Black Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
difference from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.
Had compensation expense for the Company's portion of fixed options been
determined consistent with FAS 123, the Company's net income for the year ended
December 25, 1999 would have been reduced to the pro forma amounts indicated
below:
<TABLE>
<CAPTION>
AS REPORTED PRO FORMA
----------- ---------
<S> <C> <C>
Net Income................................................. $19,317 $19,223
</TABLE>
27
<PAGE>
CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
9. JOINT VENTURES
The Company holds investments in several joint ventures. These joint
ventures are separate legal entities whose purpose is consistent with the
overall operations of the Company and represent geographical expansions of
existing Company markets. The financial results of two of the joint ventures are
consolidated into the Company's results as the Company has the ability to
exercise control over these entities. The interests of the outside joint venture
partners in these two joint ventures has been recorded as minority interests
totaling $306 at December 26, 1998 and $304 at December 25, 1999.
The Company also has investments in two other joint ventures that are
accounted for on the equity method. Charles River Japan is a joint venture with
Ajinomoto Co., Inc. and is an extension of the Company's research model business
in Japan. Dividends received from Charles River Japan amounted to $773 in 1997,
$681 in 1998, and $815 in 1999. Charles River Mexico, a joint venture which is
an extension of the Company's avian (or bird) business in Mexico, is not
significant to the Company's operations.
Summarized financial statement information for the unconsolidated joint
ventures is as follows:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-----------------
DECEMBER 27, DECEMBER 26, DECEMBER 25,
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
CONDENSED COMBINED STATEMENTS OF INCOME
Net sales............................................ $44,744 $39,798 $44,826
Operating income..................................... 7,484 6,756 7,658
Net income........................................... 3,337 3,445 4,221
<CAPTION>
DECEMBER 26, DECEMBER 27,
1998 1999
---- ----
<S> <C> <C>
CONDENSED COMBINED BALANCE SHEETS
Current assets.................................................... $19,388 $20,486
Non-current assets................................................ 36,376 39,720
------- -------
$55,764 $60,206
Current liabilities............................................... $13,501 $11,330
Non-current liabilities........................................... 6,617 6,163
Shareholders' equity.............................................. 35,646 42,713
------- -------
$55,764 $60,206
======= =======
</TABLE>
10. RESTRUCTURING CHARGES AND ASSET IMPAIRMENTS
In April 1997, the Bausch & Lomb Board of Directors approved plans to
restructure portions of the Company. As a result, pre-tax restructuring charges
of $5,892 were recorded in 1997. The major components of the plans are
summarized in the table below:
<TABLE>
<CAPTION>
1997
----
<S> <C>
Employee separations........................................................................ $3,200
Asset writedowns............................................................................ 2,157
Other...................................................................................... 535
------
$5,892
------
</TABLE>
28
<PAGE>
CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
The overall purpose of the restructuring charges was to reduce costs and
improve profitability by closing excess capacity and eliminating associated
personnel, reducing excess corporate, administrative and professional personnel,
and exiting several small unprofitable product-lines. The restructuring actions
affected both the research model and biomedical products and services segments.
In total over 70 individuals were terminated in connection with these actions.
These restructuring efforts have reduced the Company's fixed cost structure
and realigned the business to meet its strategic objectives through the closure,
relocation and combining of breeding, distribution, sales and administrative
operations, and workforce reductions. Some severance costs were being paid over
periods greater than one year. Asset writedowns relate primarily to the closing
of facilities and losses resulting from equipment dispositions.
Other charges included miscellaneous costs and other commitments.
The following table sets forth the activity in the restructuring reserves
through December 25, 1999:
<TABLE>
<CAPTION>
RESTRUCTURING PROGRAMS
----------------------
1997
----
<S> <C>
Restructuring provision.......................... $ 5,892
Cash payments ................................... (1,725)
Asset write-downs................................ (1,435)
--------
Balance, December 27, 1997.................... 2,732
Cash payments.................................... (897)
Asset write-downs................................ (722)
--------
Balance, December 26, 1998.................... $ 1,113
Cash payments.................................... $ (1,113)
--------
Balance, December 25, 1999.................... $ --
========
</TABLE>
At December 25, 1999 the restructuring reserve was fully utilized.
11. COMMITMENTS AND CONTINGENCIES
INSURANCE
The Company maintains insurance for workers' compensation, auto liability,
employee medical and general liability. The per claim loss limits are $250, with
annual aggregate loss limits of $1,500. Related accruals were $2,556 and $2,813
on December 26, 1998 and December 25, 1999, respectively. Separately, the
Company has provided a letter of credit in favor of the insurance carriers in
the amount of $350.
SUPPLY AGREEMENT
The Company is currently engaged in distributing certain products under a
supply agreement. In the event certain minimum sales of $500 in 2000 and $1,000
in 2001 are not achieved the Company will be required to pay the difference in
cash or the agreement can be terminated, at the option of the Company. In the
event of such termination, the Company will no longer be required to make any
payments.
29
<PAGE>
CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
LITIGATION
Various lawsuits, claims and proceedings of a nature considered normal to
its business are pending against Holdings. In the opinion of management, the
outcome of such proceedings and litigation currently pending will not materially
affect the Company's consolidated financial statements. The most potentially
significant claim is described below.
The Company is currently under a court order issued in June 1997 to remove
its primate operations from two islands located in the Florida Keys. The mandate
asserts that the Company's operations have contributed to the defoliation of
some protected plant life. The Company continues to hold discussions with the
state of Florida authorities regarding the extent of refoliation required on the
islands. The Company believes the reserves recorded in the accompanying
consolidated financial statements are sufficient to provide for the estimated
exposure in connection with the refoliation. The Company has provided a letter
of credit in regards to the completion of the refoliation on the island for
$350.
12. RELATED PARTY TRANSACTIONS
As more fully described in Note 2, the Company completed a recapitalization
in September 1999 and became a stand-alone entity. Until the recapitalization,
the Company historically had operated autonomously from B&L. Some costs and
expenses including insurance, information technology and other miscellaneous
expenses were charged by B&L to the Company on a direct basis, however.
Management believes these charges were based upon assumptions that were
reasonable under the circumstances. These charges and estimates are not
necessarily indicative of the costs and expenses which would have resulted had
the Company incurred these costs as a separate entity. Charges of approximately
$470, $250, and $88 for these items are included in costs of products sold and
services rendered and selling, general and administrative expense in the
accompanying consolidated financial statements for the years ended 1997, 1998
and for the nine months ended 1999, respectively. The Company does not expect
its stand-alone costs to be significantly different from the historical costs
allocated by B&L due to the autonomy with which the Company operated.
As more fully described in Note 2, the accompanying consolidated financial
statements include a line item "net activity with Bausch and Lomb" which
comprises the above referenced intercompany allocations, net distributions made
by the Company to B&L, and settlements with B&L as a result of the
recapitalization.
On September 25, 1999 the Company loaned to certain officers $920 to
purchase stock in Holdings. These loans bear interest at the original rate of
the term B credit facility (9.25%). The underlying stock is pledged as
collateral for the loans. The year-end balance of $920 is classified as a
reduction from Shareholders Equity.
13. OTHER INCOME
During the third quarter of 1999, the Company recorded a gain of $1,441 on the
sale of property, plant and equipment located in Florida and the Netherlands.
14. GEOGRAPHIC AND BUSINESS SEGMENT INFORMATION
The Company is organized into geographic regions for management reporting
with operating income being the primary measure of regional profitability. Some
general and administrative expenses, including some centralized services
provided by regional offices, are allocated based on business segment sales. The
accounting policies used to generate geographic results are the same as the
Company's overall accounting policies.
30
<PAGE>
CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
The following table presents sales and other financial information by
geography for the years 1997, 1998 and 1999. Included in the other non-U.S.
category below are the Company's operations located in Canada, China, Germany,
Italy, Netherlands, United Kingdom, Australia, Belgium, Czech Republic, Hungary,
Spain and Sweden. Sales to unaffiliated customers represent net sales
originating in entities physically located in the identified geographic area.
Long-lived assets include property, plant and equipment, goodwill and
intangibles, other investments and other assets.
<TABLE>
<CAPTION>
OTHER NON
U.S. FRANCE U.S. CONSOLIDATED
---- ------ ---- ------------
<S> <C> <C> <C> <C>
1997
Sales to unaffiliated customers.......................... $100,314 $25,680 $44,719 $170,713
Long-lived assets........................................ 62,236 10,146 22,108 94,490
1998
Sales to unaffiliated customers.......................... $115,639 $26,177 $51,485 $193,301
Long-lived assets........................................ 76,289 12,751 23,743 112,783
1999
Sales to unaffiliated customers.......................... $137,417 $29,205 $52,654 $219,276
Long-lived assets........................................ 103,261 12,234 20,191 135,686
</TABLE>
The Company's product line segments are research models and biomedical
products and services. The following table presents sales and other financial
information by product line segment for the fiscal years 1997, 1998 and 1999.
Sales to unaffiliated customers represent net sales originating in entities
primarily engaged in either provision of research models or biomedical products
and services. Long-lived assets include property, plant and equipment, goodwill
and intangibles; other investments; and other assets.
<TABLE>
<CAPTION>
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Research models
Net sales.................................................................. $125,214 $134,590 $142,312
Operating income........................................................... 19,583 30,517 33,663
Total assets .............................................................. 157,915 180,983 268,381
Depreciation and amortization ............................................. 5,297 5,534 8,008
Capital expenditures ...................................................... 6,178 8,127 6,983
Biomedical products and services
Net sales ................................................................. $ 45,499 $ 58,711 $ 76,964
Operating income .......................................................... 6,496 11,117 14,428
Total assets .............................................................. 38,296 53,271 94,022
Depreciation and amortization ............................................. 4,406 5,361 4,310
Capital expenditures ...................................................... 5,694 3,782 5,968
</TABLE>
31
<PAGE>
CHARLES RIVER LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
A reconciliation of segment operating income to consolidated operating
income is as follows:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-----------------
DECEMBER 27, DECEMBER 26, DECEMBER 25,
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Total segment operating income................... $ 26,079 $ 41,634 $ 48,091
Unallocated corporate overhead................... (4,003) (6,309) (5,128)
-------- -------- --------
Consolidated operating income.................... $ 22,076 $ 35,325 $ 42,963
======== ======== ========
</TABLE>
A summary of identifiable long-lived assets of each business segment at
year end is as follows:
<TABLE>
<CAPTION>
DECEMBER 26, DECEMBER 25,
1998 1999
---- ----
<S> <C> <C>
Research Models......................................... $ 73,190 $ 69,257
Biomedical Products and Services........................ 39,593 66,429
-------- --------
$112,783 $135,686
======== ========
</TABLE>
15. SUBSEQUENT EVENTS (unaudited)
As of February 28, 2000, the Company acquired an additional 16% of the
equity (340,840 common shares) of its 50% equity joint venture company, Charles
River Japan, from Ajinomoto Co., Inc. The purchase price for the equity was 1.4
Billion Yen, or $12,844. One Billion Yen, or $9,174, was paid at closing, and
the balance of 400 Million Yen, or $3,670, was deferred pursuant to a three-year
balloon promissory note secured by a pledge of the 16% shares. The note bears
interest at the long-term prime rate in Japan. Effective with the acquisition of
this additional interest, the Company will have control of and will consolidate
the operations of Charles River Japan, from the effective date of the
incremental acquisition.
On March 10, 1999 Charles River Laboratories announced the closure of its
Shamrock primate import and conditioning business in Small Dole, England. The
Company expects to have its plans finalized by the end of the first quarter and
expects the closure to be completed during the second or third quarter of 2000.
The actions contemplated in this plan relate primarily to severance, property
and equipment dispositions and other miscellaneous activities directly related
to the operations being shut down. Management has met with 16 employees subject
to its severance plans and has communicated its intended closure actions to
customers. The Company does not expect that the animal sales previously made by
Shamrock will be significantly impacted.
During January 2000, the Company sold a product line within its research
model business segment. The selling price of $7,000 approximated the net book
value of the underlying assets at the time of the sale. In addition, the
Company had approximately $900 of deferred revenue which related to cash
payments received in advance of shipping the research models. Under the term
of the sales agreement, the Company is no longer obligated to ship research
models and, accordingly, has recorded this amount as income in the first
quarter of 2000. Fiscal 1999 sales associated with this product line
approximated $2,800.
32
<PAGE>
FINANCIAL STATEMENT SCHEDULES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
CHARLES RIVER LABORATORIES, INC.
INCOME TAX VALUATION ALLOWANCE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT CHARGED TO CHARGED TO
BEGINNING OF COSTS AND OTHER BALANCE AT
PERIOD EXPENSES ACCOUNTS DESCRIPTION DEDUCTIONS DESCRIPTION END OF PERIOD
- ----------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FOR THE YEAR ENDED
DECEMBER 25, 1999
Income Tax Valuation
Allowance.......... $1,766 $5,170 Provisions $-- $6,936
- ----------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED
DECEMBER 26, 1998
Income Tax Valuation
Allowance.......... $1,766 $-- Provisions $-- $1,766
- ----------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED
DECEMBER 27, 1997
Income Tax Valuation
Allowance $-- $1,766 Provisions $-- $1,766
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ALLOWANCE FOR DOUBTFUL ACCOUNTS
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT CHARGED TO CHARGED TO
BEGINNING OF COSTS AND OTHER BALANCE AT
PERIOD EXPENSES ACCOUNTS DESCRIPTION DEDUCTIONS DESCRIPTION END OF PERIOD
----------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FOR THE YEAR ENDED
DECEMBER 25, 1999
Allowance for Doubtful
Accounts........... Recoveries/
$898 $324 Provisions $(244) Write-offs $978
-------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED
DECEMBER 26, 1998
Allowance for Doubtful
Accounts........... Recoveries/
$688 $265 Provisions $(55) Write-offs $898
-------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED
DECEMBER 27, 1997
Allowance for
Doubtful Recoveries/
Accounts........... $568 $192 Provisions $(72) Write-offs $688
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
33
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
behalf by the undersigned, thereunto duly authorized.
CHARLES RIVER LABORATORIES, INC.
By: /s/ Thomas F. Ackerman
----------------------
Thomas F. Ackerman
Sr. Vice President and CFO
Dated: May 8, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
JAMES C. FOSTER President and Chief Executive Officer May 8, 2000
-----------------------------
James C. Foster
THOMPSON DEAN Director May 8, 2000
-----------------------------
Thompson Dean
REID PERPER Director May 8, 2000
-----------------------------
Reid Perper
DOUGLAS ROGERS Director May 8, 2000
-----------------------------
Douglas Rogers
ROBERT CAWTHORN Director May 8, 2000
-----------------------------
Robert Cawthorn
HENRY WENDT Director, Chairman of the Board May 8, 2000
-----------------------------
Henry Wendt
SAMUEL O. THIER Director May 8, 2000
-----------------------------
Samuel O. Thier
WILLIAM H. WALTRIP Director May 8, 2000
-----------------------------
William H. Waltrip
STEPHEN C. McCLUSKI Director May 8, 2000
-----------------------------
Stephen C. McCluski
STEPHEN D. CHUBB Director May 8, 2000
-----------------------------
Stephen D. Chubb
</TABLE>
