EXHIBIT 99.2
(b) FINANCIAL STATEMENT SCHEDULES. The following financial statement
schedules are included as part of this registration statement.
FINANCIAL STATEMENT SCHEDULES SCHEDULE I CHARLES RIVER LABORATORIES
INTERNATIONAL, INC.
CONDENSED PARENT COMPANY STATEMENT OF INCOME
(DOLLARS IN THOUSANDS)
THREE MONTHS ENDED FISCAL YEAR ENDED
DECEMBER 25, 1999 DECEMBER 30, 2000
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Operating income........................................ $ -- $ --
Interest expense........................................ 2,846 6,917
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(Loss) before income taxes, income (loss) from equity
investment in subsidiary and extraordinary item....... 2,846 6,917
Income tax benefit...................................... 653 1,880
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(Loss) before income (loss) from equity investment in
subsidiary and extraordinary item..................... (2,193) (5,037)
Income (loss) from equity investment in subsidiary...... (635) 14,469
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Net income (loss) before extraordinary item............. (2,828) 9,432
Extraordinary loss, net of a tax benefit of $11......... -- (20,656)
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Net loss................................................ ($ 2,828) ($ 11,244)
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CONDENSED PARENT COMPANY BALANCE SHEET
(DOLLARS IN THOUSANDS)
DECEMBER 25, 1999 DECEMBER 30, 2000
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Non-Current Assets
Deferred tax asset................................... $ 653 $ 13,656
Investment in equity accounted subsidiary............ -- 103,271
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Total assets......................................... $ 653 $ 116,927
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Liabilities and shareholders' equity
Non-current liabilities
Excess of liabilities over assets in equity
accounted subsidiary.............................. $ 22,616 $ --
Long term debt...................................... 74,981 --
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Total liabilities................................. 97,597 --
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Redeemable common stock............................... 13,198 --
Shareholders' equity
Common stock....................................... 198 359
Capital in excess of par........................... 206,940 451,404
Retained earnings.................................. (307,351) (318,575)
Loans to officers.................................. (920) (920)
Accumulated other comprehensive income............... (9,009) (15,341)
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Total shareholders' equity........................... (110,142) 116,927
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Total liabilities and shareholders' equity.......... $ 653 $ 116,927
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CONDENSED PARENT COMPANY STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
THREE MONTHS ENDED FISCAL YEAR ENDED
DECEMBER 25, 1999 DECEMBER 30, 2000
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Cash flows relating to operating activities
Net loss............................................. $ (2,828) $ (11,224)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Accretion of debenture and discount note............ 2,644 6,500
Amortization of discounts........................... 202 417
Deferred income taxes............................... (653) (1,880)
(Income) Loss from equity investment................ 635 (14,469)
Extraordinary loss, net of tax...................... -- 20,656
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Net cash provided by operating activities............ $ -- $ --
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Cash flows relating to financing activities
Proceeds from issuance of common stock,
net of transaction fees............................... -- 235,964
Payments on long-term debt.............................. -- (89,221)
Premiums paid for early retirement of debt.............. -- (24,444)
Additional investment in equity accounted subsidiary.... -- (122,299)
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Net cash used in financing activities................... -- --
Net change in cash and cash equivalents................. $ -- $ --
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Cash and cash equivalents, beginning of period.......... $ -- $ --
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Cash and cash equivalents, end of period............... $ -- $ --
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FINANCIAL STATEMENT SCHEDULES
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
NOTES TO CONDENSED PARENT COMPANY
FINANCIAL STATEMENTS
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 International, Inc.
(the Parent Company). As disclosed in note 3 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 fiscal year ended December
30, 2000 and 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 3 to the accompanying consolidated financial statements.
There were no cash dividends paid to the Parent Company by Charles River
Laboratories Inc. during the fiscal year ended December 30, 2000 or the
three-month period ended December 25, 1999.
On June 5, 2000, a 1.927 for 1 exchange of stock was approved by the Board of
Directors of the Parent Company. This exchange of stock was effective June
21, 2000. All references to common stock and shareholders' equity amounts
have been restated in these condensed parent company financial statements as
if the exchange of stock had occurred as of the earliest period presented.
On June 28, 2000, the Company consummated an initial public offering
("the Offering") of 16,100,000 shares of its common stock at a price of
$16.00 per share. The number of shares includes the exercise of an
over-allotment option by the underwriters. The Company received proceeds of
$235,964, net of underwriter's commissions and offering costs. As described
below, proceeds from the Offering were used to pay down a portion of the
Company's existing debt and to increase the Company's investment in an equity
accounted subsidiary.
The Company used the proceeds from the Offering to repay $89,221 of its
existing debt, including issuance discounts. Premiums totaling $24,444 were
paid as a result of the early repayment of the senior discount debentures.
The sources and uses of cash from the Offering are as follows:
SOURCES OF FUNDS:
Proceeds from offering..........................................$257,600
USES OF FUNDS:
Repayment of subordinated discount note........................ (46,873)
Repayment of senior discount debentures........................ (42,348)*
Premium of early extinguishment of senior discount
debentures................................................... (24,444)
Additional investment in equity accounted subsidiary........... (122,299)
Transaction fees and expenses.................................. (21,636)
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Net adjustment to cash..................................... $ --
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* Includes issuance discount.
An extraordinary loss before tax of $31,778 was recorded due to the
payment of premiums relating to the early extinguishment of debt, ($24,444);
the write-off of issuance discounts ($7,858); offset by a book gain of $524
on the subordinated discount note. This extraordinary loss has been recorded
net of a tax benefit of $11,122.