<PAGE>
UNITED STATES
SECURITES 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. 333-92383
CHARLES RIVER LABORATORIES HOLDINGS, INC.
(Exact Name of Registrant as specified in its Charter)
DELAWARE 06-1397316
(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 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 10,285,715
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
FISCAL YEAR 1999 FORM 10K ANNUAL REPORT
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Part II
PAGE
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<S> <C>
Item 8. Financial Statements ...............................
</TABLE>
2
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHARLES RIVER LABORATORIES HOLDINGS, INC.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Financial Statements:
Report of Independent Accountants...................................... 4
Consolidated Statements of Income...................................... 5
Consolidated Balance Sheets............................................ 6
Consolidated Statements of Cash Flows.................................. 7
Consolidated Statements of Changes in Shareholders' Equity............. 8
Notes to Consolidated Financial Statements............................. 9
Financial Statement Schedules:
I - Condensed Parent Company Financial Information................ 10
II - Valuation and Qualifying Accounts............................. 11
</TABLE>
See Notes to Consolidated Financial Statements
3
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Charles River Laboratories Holdings, 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 Holdings, 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 schedule 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 29, 2000
See Notes to Consolidated Financial Statements
4
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS EXCEPT FOR PER SHARE DATA)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-----------------------------------------------
DECEMBER 27, DECEMBER 26, DECEMBER 25,
1997 1998 1999
----------- ----------- -----------
<S> <C> <C> <C>
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) (12,789)
Loss from foreign currency, net............................... (221) (58) (136)
-------- -------- --------
Income before income taxes, minority interests and earnings from 22,219 35,832 30,663
equity investments............................................
Provision for income taxes....................................... 8,499 14,123 15,561
-------- -------- --------
Income before minority interests and earnings from equity 13,720 21,709 15,102
investments...................................................
Minority interests............................................... (10) (10) (22)
Earnings from equity investment.................................. 1,630 1,679 2,044
-------- -------- --------
Net income....................................................... $ 15,340 $ 23,378 $ 17,124
======== ======== ========
Earnings per common share
Basic and Diluted................................................ $ 1.49 $ 2.27 $ 1.66
Weighted average number of common shares outstanding
Basic and Diluted................................................ 10,285,715 10,285,715 10,285,715
</TABLE>
See Notes to Consolidated Financial Statements.
5
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 26, DECEMBER 25,
1998 1999
--------------- ----------------
<S> <C> <C>
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............................................................ 5,787 101,560
Deferred financing costs...................................................... -- 14,015
Other assets.................................................................. 12,388 13,315
=============== ================
Total assets............................................................. $ 234,254 $ 363,056
=============== ================
LIABILITIES AND SHAREHOLDERS' 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................................................................ 248 381,706
Deferred tax liability........................................................ 836 4,990
Capital lease obligations..................................................... 944 795
Other long-term liabilities................................................... 1,274 2,469
--------------- ----------------
Total liabilities........................................................ 65,689 459,696
--------------- ----------------
Commitments and contingencies (Note 13)
Minority interests............................................................ 306 304
Redeemable common stock....................................................... -- 13,198
Shareholders' equity
Common stock (Note 5)...................................................... 1 103
Capital in excess of par value............................................. 17,836 207,035
Retained earnings.......................................................... 156,108 (307,351)
Loans to officers.......................................................... -- (920)
Accumulated other comprehensive income..................................... (5,686) (9,009)
--------------- ----------------
Total shareholders' equity............................................... 168,259 (110,142)
=============== ================
Total liabilities and shareholders' equity............................... $ 234,254 $ 363,056
=============== ================
</TABLE>
See Notes to Consolidated Financial Statements.
6
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS) FISCAL YEAR ENDED
<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 $ 17,124
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.................... -- -- 681
Accretion of debenture and discount note.............................. -- -- 2,644
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) 8,625
Stock compensation expense............................................ 84 333 124
Gain on sale of property, plant, and equipment....................... -- -- (1,441)
Property, plant and equipment write downs and disposals............... 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
Loans to officers..................................................... -- -- (920)
Payments of deferred financing costs.................................. -- -- (14,442)
Proceeds from long-term debt.......................................... 281 199 339,007
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)
Proceeds from issuance of warrants.................................... -- -- 10,606
Proceeds from issuance of common stock................................ -- -- 92,387
Recapitalization consideration........................................ -- -- (400,000)
------ ------- ------
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.
7
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' 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.............................. 17,124 17,124 -- -- -- --
Foreign currency translation............ (3,437) -- (3,437) -- -- --
Minimum pension liability adjustment.... 114 -- 114 -- -- --
----------
Total comprehensive income............ 13,801 -- -- -- -- --
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 --
Issuance of common stock................... 92,387 -- -- 102 92,285 --
Recapitalization consideration............. (443,000) (443,000) -- -- -- --
Redeemable common stock classified
outside of equity.......................... (13,198) -- -- -- (13,198) --
Warrants................................... 10,606 -- -- -- 10,606 --
---------- ---------- --------- -------- --------- ----------
BALANCE AT DECEMBER 25, 1999................. $ (110,142) $ (307,351) $ (9,009) $ 103 $ 207,035 $ (920)
========== ========== ========= ======== ========= ==========
</TABLE>
See Notes to Consolidated Financial Statements.
8
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
Charles River Laboratories Holdings, Inc. (together with its subsidiaries,
the "Company") is a holding company with no operations or assets other than its
ownership of 100% of the outstanding common stock of Charles River Laboratories,
Inc. For the periods presented in these consolidated financial statements that
are prior to September 29, 1999, Charles River Laboratories Holdings, Inc. and
Charles River Laboratories, Inc. were 100% owned by Bausch & Lomb Incorporated
("B&L"). The assets, liabilities, operations and cash flows relating to Charles
River Laboratories, Inc. and its subsidiaries 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 such assets, liabilities
and operations were contributed to an existing dormant subsidiary which was
subsequently renamed Charles River Laboratories, Inc. Under the terms of the
recapitalization, Charles River Laboratories, Inc. became a wholly owned
subsidiary of Charles River Laboratories Holdings, Inc. These financial
statements include all such assets, liabilities, results of operations and cash
flows on a combined basis for all periods prior to September 29, 1999 and on a
consolidated basis thereafter.
DESCRIPTION OF BUSINESS
The Company is a leading provider of critical research tools and integrated
support services that enable innovative and efficient drug discovery and
development. The Company's fiscal year is the twelve-month period ending the
last Saturday in December.
PRINCIPLES OF CONSOLIDATION
The financial statements include all majority-owned 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 11).
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: buildings, 20 to 40 years;
machinery and equipment, 2 to 20 years; and leasehold improvements, shorter of
estimated useful life or the lease periods.
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 and
customer lists.
9
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
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 analysis, 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, approximated 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 shareholders' equity at historical exchange rates. The resulting
translation adjustment is recorded as a component of accumulated other
comprehensive income in the accompanying balance sheet.
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.
10
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
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
Combined Statement of Changes in Shareholders' 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.
EARNINGS PER SHARE
Basic earnings per common share is calculated by dividing net income by the
weighted average number of common shares outstanding. Diluted earnings per
common share is calculated by adjusting the weighted average number of common
shares outstanding to include the number of additional common shares that would
have been outstanding if the dilutive potential common shares had been issued
(Note 4).
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 B&L for approximately $443 million. This transaction was
effected through Charles River Laboratories Holdings, Inc. and was accounted for
as a leveraged recapitalization, which had no affect on the historical basis of
assets and liabilities. The transaction did, however, affect 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 preclinical biomedical services company, for $23.3 million.
The recapitalization transaction (the "recapitalization") 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 and one warrant to purchase
3.942 shares of common stock of the Company;
- borrowings of $162.0 million under a senior secured credit facility;
- an equity investment of $92.4 million;
- issuance of $37.6 million senior discount debentures with warrants;
and
- issuance of a $43.0 million subordinated discount note to B&L.
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 indebtedness. Amortization expense of
$426 was recorded in the accompanying combined 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.
11
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
Subsidiaries of B&L retained 12.5% of their equity investment in the
Company in the recapitalization. The Company estimated the fair value
attributable to this equity to be $13,198 which has been reclassified from
additional paid in capital to the mezzanine section of the balance sheet due to
the existence of a put option held by subsidiaries of B&L. The redemption price
of the stock over which the put option is held is the fair market value at the
time of redemption.
RECONCILIATION OF RECAPITALIZATION TRANSACTION
The funding to consummate the recapitalization transactions was as follows:
<TABLE>
<S> <C>
Funding:
Available cash........................................................... $ 4,886
Senior subordinated notes with warrants................................. 150,000
Senior secured credit facility.......................................... 162,000
Senior discount debentures with warrants ................................ 37,600
DLJMB funds management and other investor equity......................... 92,387
----------
Total cash funding.................................................. 446,873
-
Subordinated discount note............................................... 43,000
Equity retained by subsidiaries of Bausch & Lomb......................... 13,198
----------
Total funding....................................................... $ 503,071
==========
Uses of funds:
Recapitalization consideration........................................... $ 443,000
Equity retained by subsidiaries of Bausch & Lomb......................... 13,198
Cash consideration for Sierra acquisition (Note 3)....................... 23,343
Debt issuance costs...................................................... 14,442
Transaction costs........................................................ 8,168
Loans to officers........................................................ 920
----------
Total uses of funds................................................. $ 503,071
==========
</TABLE>
12
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
SENIOR SUBORDINATED NOTES AND WARRANTS
The Company issued 150,000 units, each comprised of a $1,000 senior
subordinated note and a warrant to purchase 3.942 shares of common stock of
Charles River Laboratories Holdings, Inc. 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 the senior subordinated notes ($147,872) and
the warrants ($2,128). The discount on the senior subordinated 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 capital in excess of par
in the accompanying consolidated financial statements. Each warrant entitles the
holder, subject to certain conditions, to purchase 3.942 shares of common stock
of Charles River Laboratories Holdings, Inc. at an exercise price of $10.00 per
share of common stock, subject to adjustment under some circumstances. Upon
exercise, the holders of warrants would be entitled to purchase 591,366 shares
of common stock of Charles River Laboratories Holdings, Inc. representing
approximately 4.6% of the outstanding shares of stock of Charles River
Laboratories Holdings, Inc., on a fully diluted basis as of December 25, 1999.
The warrants will be exercisable on or after October 1, 2001 and will expire on
October 1, 2009.
The senior subordinated notes will mature on October 1, 2009. The senior
subordinated notes are not redeemable prior to October 1, 2004 other than in
connection with a public offering of the common stock of Charles River
Laboratories Holdings, Inc. Thereafter, the senior subordinated notes will be
subject to redemption at any time at the option of the issuer at redemption
prices set forth in the senior subordinated notes. Interest on the senior
subordinated 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 senior
subordinated notes are 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 senior subordinated notes to repurchase
all or any part of such holder's senior subordinated notes at an offer price in
cash equal to 101% of the principal amount thereof, plus accrued and unpaid
interest. Restrictions under the senior subordinated 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 compliance with certain covenants with respect to the
notes.
SENIOR SECURED CREDIT FACILITY
The senior secured credit 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 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 had certain insignificant foreign borrowings outstanding at
December 25, 1999, amounting to $90.
OTHER FINANCING
The Company issued senior discount debentures with other warrants (the
"DLJMB Warrants") to the DLJMB Funds and other investors for $37,600. The
Company has estimated the fair value of the warrants to be $8,478 and allocated
the $37,600 in proceeds between the discount debentures ($29,122) and the
warrants ($8,478). The senior discount debentures accrete interest from their
original issue price of $37,600 to $82,300 on October 1, 2004. Thereafter,
interest is payable in cash. The senior discount debentures mature on April 1,
2010. The
13
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
discount on the senior discount debentures is being amortized over the life of
the debentures and amounted to $202 in 1999. The senior discount debentures
contain covenants and events of default substantially similar to those contained
in the Notes. The portion of the proceeds allocated to the DLJMB Warrants is
reflected as capital in excess of par in the accompanying consolidated financial
statements. Each of the 950,240 DLJMB warrants will entitle the holders thereof
to purchase one share of common stock of the Company at an exercise price of not
less than $0.01 per share subject to customary antidilution provisions and other
customary terms. The DLJMB Warrants will be exercisable at any time through
April 1, 2010.
The $43,000 subordinated discount notes issued by the Company accrete 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 and are subject to redemption at the Company's option
at any time.
As previously discussed, Charles River Laboratories Holdings, Inc. is a
holding company with no operations or operational assets other than its
ownership of 100% of Charles River Laboratories Inc.'s outstanding common stock.
Charles River Laboratories, Inc. neither guarantees nor pledges its assets as
collateral for the senior discount debentures or the subordinated discount note,
which the Charles River Laboratories Holdings, Inc. issued. Charles River
Laboratories Holdings, Inc. 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 Charles River Laboratories, Inc., which are
restricted by terms contained in the indenture governing the senior subordinated
notes and the new senior secured credit facility, or through a refinancing or
equity transaction.
MINIMUM FUTURE PRINCIPAL REPAYMENTS
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................................................................. 1,200
Thereafter........................................................... 362,906
--------
Total................................................................ $384,996
--------
</TABLE>
14
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
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 businesses are
included in the consolidated financial statements from the date of acquisition.
On September 29, 1999, the Company acquired 100% of the outstanding stock
of 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:
<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 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. Also,
as 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. In addition, 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. for $8,000 and assumed debt equal to approximately $850.
Tektagen, Inc. 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.
15
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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 36,233 42,589
Net income........................................ 15,018 23,451 16,796
Basic and diluted earnings per share.............. $1.46 $2.29 $1.63
</TABLE>
Refer to Note 4 for the basis of determing the weighted average number of
outstanding common shares for purposes of computing the proforma earnings per
share disclosed above.
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. EARNINGS PER SHARE
As more fully described under the Basis of Presentation section of Note 1,
the accompanying consolidated financial statements include the combined capital
structure of Charles River Laboratories Holdings, Inc. and Charles River
Laboratories, Inc. for the years ended December 27, 1997 and December 26, 1998
and for the period ended September 29, 1999, which was significantly different
than the capital structure of the Company after the recapitalization
transaction. Further, these historical financial statements include operations
of certain B&L entities that were contributed to Charles River Laboratories,
Inc. as part of the recapitalization and which were not historically supported
by the combined capital structure referred to above. As a result, the
presentation of historical earnings per share data determined using the combined
historical capital structure for the periods prior to September 29, 1999, the
date of the recapitalization, would not be meaningful and has not been included
herein. Rather, historical earnings per share have been computed assuming that
the shares outstanding after the recapitalization had been outstanding for all
periods presented on the basis described below.
As a result of the recapitalization more fully described in Note 2, the
DLJMB Funds, management and other investors indirectly own 87.5% of the capital
stock of the Company, and subsidiaries of B&L own the remaining 12.5%. Based
upon the amounts invested, shares outstanding of common stock in Charles River
Laboratories Holdings, Inc. at the date of the recapitalization totaled
10,285,715. Basic earnings per share was computed by dividing earnings available
to common shareholders for each of the years in the three-year period ended
December 25, 1999 by the weighted average number of common shares outstanding in
the period subsequent to the recapitalization as if such shares had been
outstanding for the entire three-year period. Warrants to purchase 1,541,606
shares of common stock were outstanding in the period subsequent to the
recapitalization. The weighted average number of common shares outstanding in
the period subsequent to the recapitalization has not been adjusted to include
these common stock equivalents for purposes of calculating diluted earnings per
share as the warrants were issued in connection with the recapitalization
financing which are not assumed to be outstanding for purposes of computing
earnings per share.
16
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
5. SHAREHOLDERS' EQUITY
As more fully described in Note 1, the capital structure of the Company is
presented on a combined basis at December 26, 1998 and on a consolidated basis
at December 25, 1999. Common stock information at each date is as follows:
DECEMBER 26, 1998
<TABLE>
<S> <C>
Charles River Laboratories Holdings, Inc., $0.01 par value,
200,000 shares authorized, 100 shares issued and outstanding..................... $ --
-------------
Charles River Laboratories, Inc., $1 par value, 1,000 shares authorized,
1000 shares issued and outstanding............................................... $ 1
-------------
$ 1
=============
DECEMBER 25, 1999
Charles River Laboratories Holdings, Inc., $0.01 par value,
40,000,000 shares authorized, 10,285,715 shares issued and outstanding............. $ 103
=============
</TABLE>
6. 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.
17
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
7. 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 2003 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:
<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>
8. INCOME TAXES
In the fiscal years ended December 27, 1997 and 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 attributes 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. Foreign
subsidiaries are responsible for remitting taxes in their local jurisdictions.
All such payments associated with periods prior to September 29, 1999 will
ultimately be reimbursed by B&L, and this reimbursement will be recorded as an
adjustment to additional paid in capital at the time of such reimbursement.
In addition, in connection with the recapitalization transaction, CRL
Acquisition LLC and B&L made a joint election 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 deferred tax asset, before valuation allowance, of approximately
$105,900, representing the estimated future tax benefits associated with the
increased tax basis of its assets. In connection with the establishment of the
deferred tax asset, the Company
18
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
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:
<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 $ 14,608
Non-U.S.......................................................... 8,722 13,468 16,055
--------- --------- ----------
$ 22,219 $ 35,832 $ 30,663
========= ========= ==========
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) $ (2,000)
Foreign....................................................... 498 (887) 53
State......................................................... (259) (127) 56
--------- --------- ----------
Total deferred.............................................. (1,628) (1,611) (1,891)
--------- --------- ----------
$ 8,499 $ 14,123 $ 15,561
========= ========= ==========
</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 --
Accrued Interest....................................... -- -- 854 --
Other.................................................. 921 -- 844 718
-------- ---- --------- ----------
7,553 836 108,697 4,990
Valuation allowance....................................... (1,766) -- (7,137) --
-------- ---- --------- ----------
5,787 836 101,560 4,990
-------- ---- --------- ----------
Total deferred taxes after valuation allowance............ $11,219 $836 $102,192 $ 4,990
======= ==== ======== =========
</TABLE>
As of December 25, 1999, the Company had 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
19
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
credit carryforwards of $600 expiring in 2004. The Company has increased its
valuation allowance from the $6,380 discussed above to $7,137, primarily related
to the realizability of state operating loss carryforwards, foreign tax credits,
and certain other deferred tax assets 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 7.4
Non-deductible goodwill amortization............... 0.4 0.6 0.5
State income taxes, net of federal tax benefit.... 3.3 3.1 3.6
Change in valuation allowance...................... -- -- 2.4
Other.............................................. (0.4) (0.8) 1.8
---- ----- -----
38.2% 39.5% 50.7%
==== ===== =====
</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 income 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.
9. EMPLOYEE BENEFITS
The Company sponsors one defined contribution plan and two defined benefit
plans. The Company's defined contribution plan, the 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 employee contributions. The costs associated with
the defined contribution plan totaled $416, $498 and $588 in 1997, 1998, and
1999, respectively.
One of the Company's sponsored defined benefit plans, the 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, the 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 their cash surrender value to
fund the ESLIRP Plan. At December 25, 1999, the cash surrender value of these
policies was $8,052.
20
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
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.
<TABLE>
<CAPTION>
FISCAL YEAR
-----------
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>
The following table provides the components of net periodic benefit cost
for the two defined benefit plans for 1997, 1998 and 1999:
<TABLE>
<CAPTION>
FISCAL YEAR
-------------------------------------
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>
21
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
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.
10. STOCK COMPENSATION PLANS
As part of the recapitalization, 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 Company's Compensation Committee of the Board of Directors. A total of
926,000 shares were reserved for the exercise of option grants under the Plan.
Awards of 895,872 non-qualified stock options, none of which are currently
exerciseable, were ratified and granted by the Company's Compensation Committee
on December 9, 1999 effective as of September 29, 1999. Options to purchase
shares of Charles River Laboratories Holdings, Inc. granted pursuant to the Plan
are subject to a vesting schedule based on three measures. 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, 2009. The exercise
price of all of the options initially granted under the Plan is $10.27, the fair
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 established 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.
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 restricitions
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
22
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
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......................................... $17,124 $17,030
Earnings per share (actual dollars)................ 1.66 1.66
</TABLE>
11. JOINT VENTURES
The Company has 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:
23
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
<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
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 26, DECEMBER 25,
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>
12. RESTRUCTURING CHARGES AND ASSET IMPAIRMENTS
In April 1997, the B&L 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>
<S> <C>
Employee separations........................................ $ 3,200
Asset writedowns............................................ 2,157
Other....................................................... 535
--------
$ 5,892
========
</TABLE>
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.
24
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
The following table sets forth the activity in the restructuring reserves
through December 25, 1999:
<TABLE>
<CAPTION>
RESTRUCTURING
PROGRAMS
-------------
<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.
13. 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 at its option can pay the difference in
cash or terminate the agreement. In the event of such termination, the Company
will not be required to make any payments.
LITIGATION
Various lawsuits, claims and proceedings of a nature considered normal to
its business are pending against the Company. 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 Company is currently under a court order issued in June 1997 to remove
its large animal operations from two islands located in the Florida Keys and
refoliate the islands. The Company continues to hold discussions with the state
of Florida authorities regarding the extent of refoliation required on the
islands and 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 islands for $350.
25
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
14. RELATED PARTY TRANSACTIONS
As more fully described in Note 2, the Company completed the
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 cost of products sold, cost
of services provided 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 October 11, 1999 the Company loaned to certain officers $920 to purchase
stock in Charles River Laboratories Holdings, Inc. through CRL Acquisition LLC.
These loans are full recourse and bear interest at a rate of 6.75%. The year-end
balance of $920 is classified as a reduction from Shareholders' Equity.
15. 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.
16. 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.
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,
26
<PAGE>
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
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>
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>
Total segment assets disclosed above can be reconciled to total
consolidated assets at December 25, 1999 with the addition of the $653 deferred
tax asset pertaining to accrued interest (net of valuation allowance). This
deferred tax asset is not attributable to a product line segment.
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>
27
<PAGE>
17. 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, 2000, the Company announced the closure of its Shamrock primate
import and conditioning business in Small Dole, England. The Company expects the
closure to be completed during the second 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 the 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 affected.
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.
28
<PAGE>
FINANCIAL STATEMENT SCHEDULES
SCHEDULE I
CHARLES RIVER LABORATORIES HOLDINGS, INC.
CONDENSED PARENT COMPANY STATEMENT OF INCOME
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 25, 1999
------------------
<S> <C>
Operating income...................................................... $ --
Interest expense...................................................... 2,846
---------
Loss before income taxes and loss from investment in subsidiary....... 2,846
Income tax benefit.................................................... 653
---------
Loss before loss from investment in subsidiary........................ 2,193
Loss from equity investment in subsidiary............................. 635
---------
Net loss.............................................................. $ 2,828
=========
</TABLE>
29
<PAGE>
FINANCIAL STATEMENT SCHEDULES
CHARLES RIVER LABORATORIES HOLDINGS, INC.
CONDENSED PARENT COMPANY BALANCE SHEET
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 25, 1999
-----------------
<S> <C>
Non-Current Assets
Deferred tax asset ............................................. $ 653
---------
Total Assets ................................................... $ 653
=========
Liabilities and shareholders' equity
Non-current liabilities
Excess of liabilities over assets in equity accounted subsidiary $ 22,616
Long term debt ................................................. 74,981
---------
Total liabilities .......................................... 97,597
---------
Redeemable common stock ............................................ 13,198
Shareholders' equity
Common stock ................................................... 103
Capital in excess of par ....................................... 207,035
Retained earnings .............................................. (307,351)
Loans to officers .............................................. (920)
Accumulated other comprehensive income ......................... (9,009)
---------
Total shareholders' equity ..................................... (110,142)
---------
Total liabilities and shareholders' equity .................... $ 653
=========
</TABLE>
30
<PAGE>
FINANCIAL STATEMENT SCHEDULES
CHARLES RIVER LABORATORIES HOLDINGS, INC.
CONDENSED PARENT COMPANY STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 25, 1999
------------------
<S> <C>
Cash flows relating to operating activities
Net loss ..................................... $(2,828)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Accretion of debenture and discount note .. 2,644
Amortization of discounts ................. 202
Deferred income taxes ..................... (653)
Loss from equity investment ............... 635
-------
Net cash provided by operating activities . $ --
-------
Net cash provided by investing activities . $ --
-------
Net cash provided by financing activities . $ --
-------
Net change in cash and cash equivalents ...... $ --
-------
Cash and cash equivalents, beginning of period $ --
-------
Cash and cash equivalents, end of period ..... $ --
-------
</TABLE>
31
<PAGE>
FINANCIAL STATEMENT SCHEDULES
CHARLES RIVER LABORATORIES HOLDINGS, INC.
NOTES TO CONDENSED PARENT COMPANY
FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
These condensed parent company financial statements have been prepared in
accordance with Rule 12-04, Schedule 1 of Regulation S-X, as the restricted
net assets of Charles River Laboratories Inc. exceed 25% percent of the
consolidated net assets of Charles River Laboratories Holdings, Inc. (the
Parent Company). As disclosed in note 2 to the accompanying consolidated
financial statements, in order to repay its obligations, the Parent Company
is dependent upon either dividends from Charles River Laboratories, Inc.,
which are restricted by terms contained in the indenture governing the senior
subordinated notes and the senior secured credit facility, or through a
refinancing or equity transaction.
The Parent Company's 100% investment in Charles River Laboratories Inc. has
been recorded using the equity basis of accounting in the accompanying condensed
parent company financial statements. The condensed income statement and
statement of cash flows are presented for the three month period ended December
25, 1999, as the dividend restrictions and the current capital structure of the
Parent Company were created as a result of the recapitalization transaction more
fully described in note 2 to the accompanying consolidated financial statements.
For this reason, comparative information prior to the date of the
recapitalization is not considered relevant in these condensed parent company
financial statements. There were no cash dividends paid to the Parent Company by
Charles River Laboratories Inc. in the three-month period ended December 25,
1999.
32
<PAGE>
FINANCIAL STATEMENT SCHEDULES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
CHARLES RIVER LABORATORIES HOLDINGS, INC.
INCOME TAX VALUATION ALLOWANCE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE CHARGED
AT TO COSTS CHARGED BALANCE
BEGINNING AND TO OTHER AT END OF
OF PERIOD EXPENSES ACCOUNTS DESCRIPTION DEDUCTIONS DESCRIPTION PERIOD
- ----------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FOR THE YEAR ENDED
DECEMBER 25, 1999
Income Tax Valuation
Allowance.......... $1,766 $5,371 Provisions $-- $7,137
- ----------------------------------------------------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------------------
ALLOWANCE FOR DOUBTFUL ACCOUNTS
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE CHARGED
AT TO COSTS CHARGED BALANCE
BEGINNING AND TO OTHER AT END OF
OF PERIOD EXPENSES ACCOUNTS DESCRIPTION DEDUCTIONS DESCRIPTION PERIOD
- ----------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FOR THE YEAR ENDED
DECEMBER 25, 1999
Allowance for Doubtful Recoveries/
Accounts........... $898 $324 Provisions $(244) Write-offs $978
- ----------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED
DECEMBER 26, 1998
Allowance for Doubtful Recoveries/
Accounts........... $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 HOLDINGS, 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>
