EXHIBIT 99.1
CORRECTING and REPLACING Charles River Laboratories Announces Strong
Fourth-Quarter and Full-Year 2004 Results
WILMINGTON, Mass.--(BUSINESS WIRE)--Feb. 14, 2005--In BW6332
issued Feb. 14, 2005: In the Condensed Consolidated Statements of
Income (Unaudited) Table, the "diluted" line under the "Earnings per
common share section", is corrected to read:
Three Months Ended Twelve Months Ended
---------------------- ----------------------
Dec. 25, Dec. 27, Dec. 25, Dec. 27,
2004 2003 2004 2003
Earnings per common share
Diluted $0.32 $0.42 $1.68 $1.64
The corrected release reads as follows:
CHARLES RIVER LABORATORIES ANNOUNCES STRONG FOURTH-QUARTER AND
FULL-YEAR 2004 RESULTS
- Sales Increase 25% to $767 million for 2004 -
- GAAP Earnings Per Share of $1.68 for 2004 -
- Non-GAAP Earnings Per Share Rise 19.3% to $1.98 for 2004 -
- Strong Demand for Outsourced Services Continuing in 2005 -
Charles River Laboratories International, Inc. (NYSE:CRL) today
reported fourth-quarter and full-year 2004 financial results, which
include Inveresk Research Group (Inveresk) from the close of the
merger on October 20, 2004. Net sales for the fourth quarter of 2004
were $238.1 million, a 52.6% increase over the $156.0 million reported
in the fourth quarter of 2003. Net income for the fourth quarter of
2004 was $20.1 million, or $0.32 per diluted share, compared to $20.6
million, or $0.42 per diluted share, in the fourth quarter of 2003. On
a non-GAAP basis, which excludes amortization of intangibles and other
charges related to the merger with Inveresk and other one-time
charges, net income for the fourth quarter was $31.2 million compared
to $20.6 million in the fourth quarter of 2003, and earning per
diluted share were $0.48 per share, a 14.3% increase over the $0.42
earnings per diluted share reported in the fourth quarter of 2003.
RECONCILIATION OF GAAP NET INCOME TO NON-GAAP NET INCOME
Three Months Ended
----------------------
Dec. 25, Dec. 27,
2004 2003
Net income $20.1 $20.6
Add back:
Amortization related to merger 12.1 -
Stock-based compensation related to merger 2.3 -
Proteomics write-off 3.0 -
Minority Interest on Proteomics write-off (0.3) -
Deferred financing cost write-off 0.1 -
Tax effect (6.0) -
Rounding (0.1) -
----------------------
Net income, excluding specified charges (Non-
GAAP) $31.2 $20.6
======================
For the full year 2004, net sales were $766.9 million, a 25.0%
increase over the $613.7 million reported in 2003. Net income was
$89.8 million, or $1.68 per diluted share, compared to $80.2 million,
or $1.64 per diluted share, in 2003. When adjusting for all
Inveresk-related and other one-time items in both years, non-GAAP net
income was $106.7 million compared to $81.1 million in 2003, and
earnings per diluted share were $1.98 in 2004 compared to $1.66 per
diluted share in 2003, an increase of 19.3%.
RECONCILIATION OF GAAP NET INCOME TO NON-GAAP NET INCOME
Twelve Months Ended
----------------------
Dec. 25, Dec. 27,
2004 2003
Net income $89.8 $80.2
Add back:
Deferred tax asset write-off 7.9 -
Valuation allowance release (2.1) -
Amortization related to merger 12.1 -
Stock-based compensation related to merger 2.3 -
Proteomics write-off 3.0 -
Minority Interest on Proteomics write-off (0.3) -
Deferred financing cost write-off 0.1 -
Impairment charge - 3.7
Litigation settlement - (2.9)
Severance charges - 0.9
Tax effect (6.0) (0.6)
Rounding (0.1) (0.2)
----------------------
Net income, excluding specified charges (Non-
GAAP) $106.7 $81.1
======================
James C. Foster, Chairman, President and Chief Executive Officer
said, "We are extremely pleased with our fourth-quarter and full-year
results. Our business delivered a strong performance, benefiting from
increased spending by pharmaceutical and biotechnology companies, our
efforts to target new opportunities, and our continuing focus on
operational efficiency."
"The robust demand for our essential products and services is
continuing, and therefore, we are very optimistic about our prospects
for 2005. Our merger with Inveresk has positioned us to support our
customers more fully than ever before, and across more segments of the
discovery and development pipeline. It has given us a platform to
become a global partner, and we are developing appropriate sales and
marketing strategies which we believe will enable us to promote those
relationships. We are pleased with the progress we have made to date
in integrating the two companies, and are moving forward aggressively
to establish a single brand identity that signifies global recognition
of the values that Charles River embodies: scientific expertise,
outstanding customer service, and a commitment to advancing biomedical
research."
Business Segments Results
As a result of the merger with Inveresk, the Company is now
reporting three business segments: Research Models and Services (RMS),
Preclinical Services (formerly Development & Safety Testing), and a
new segment, Clinical Services. In addition, In Vitro Detection
Systems, a business formerly reported in the Preclinical segment, is
now reported in RMS. For the purpose of comparability, historical
results have been restated to reflect this change.
Research Models and Services
Fourth-quarter 2004 net sales for the Research Models and Services
(RMS) segment of the business were $119.0 million compared to $107.0
million last year, an increase of 11.2%. The double-digit growth
reflected increased customer demand, higher prices, and favorable
foreign currency translation. The gross margin was 41.0%, compared to
41.1% in the fourth quarter of last year, and the operating margin was
unchanged at 29.2%.
For the full year, RMS net sales were $476.7 million, an increase
of 11.3% over the $428.2 million reported in 2003. Increased capacity
utilization resulted in a gross margin improvement to 43.4% compared
to 42.6% in 2003. The full-year operating margin was 32.0% compared to
31.9% for the prior year, but when excluding the benefit of a
litigation settlement recorded in 2003, the non-GAAP operating margin
for 2004 represented an 80-basis-point improvement from 2003 results.
Preclinical Services
Net sales for the Preclinical Services (formerly Development &
Safety Testing) segment rose 93.3% in the fourth quarter, to $94.8
million from $49.0 million in the same period last year. The increase
was due primarily to the merger with Inveresk, however, demand for
outsourced development services, particularly general and specialty
toxicology, continued to be robust. The segment's gross margin
increased to 33.1% from 31.8% in the fourth quarter of 2003. The
operating margin was 5.1% compared to 16.2% in the fourth quarter of
2003. On a non-GAAP basis, operating income rose to $17.4 million from
$7.9 million in the fourth quarter of last year. The resulting
operating margin increased to 18.3% from 16.2% last year, reflecting
higher sales and operating efficiencies.
Preclinical Services net sales for 2004 were $266.0 million, a
43.3% increase over the $185.5 million reported for 2003. As a result
of higher sales and increased capacity utilization, the gross margin
rose to 32.4% from 27.7% in the prior year. The operating margin was
12.6% compared to 9.4% in 2003, but when excluding amortization and
other charges related to the Inveresk merger and other one-time
charges in both years, the operating margin was 17.4% compared to
11.9% in 2003.
Clinical Services
Net sales for the Clinical Services segment for the fourth quarter
and full year were $24.3 million. The gross margin was 22.8% and the
operating margin was 3.0%. When excluding amortization related to the
Inveresk merger, the operating margin was 13.3%.
Backlog
The backlog for Preclinical and Clinical Services at December 25,
2004, was approximately $425.0 million. The Company does not report
backlog for the RMS business segment because turnaround time from
placement to completion of orders, both for products and services, is
rapid. Therefore, the Company does not consider backlog a useful
predictor of future performance for the RMS segment.
2005 Outlook
The following forward-looking guidance is based on current foreign
exchange rates and excludes expensing of stock options in accordance
with Statement of Financial Accounting Standards No. 123 (revised
2004), "Share-Based Payment."
For 2005, the Company reaffirms its expectations of revenue growth
in a range of 48% to 52%, which reflects the merger with Inveresk as
well as continued strength in the market for outsourced drug discovery
and development services. As a result of strong sales growth,
efficiency improvements and operating synergies, and a lower tax rate,
GAAP earnings per diluted share are expected to be in a range of $1.70
to $1.80. This guidance is higher than the Company's previous GAAP
guidance, due to a reduction in amortization expense for 2005.
Non-GAAP earnings, which exclude amortization of intangible assets of
$53.1 million and other merger-related charges of $7.8 million, are
expected to be in a range of $2.30 to $2.40 per diluted share, as the
Company previously stated.
For the first quarter of 2005, the Company expects net sales to
increase between 57% and 60% due to the merger with Inveresk and
continued strong demand for the Company's products and services. Based
on the anticipated higher net sales and cost synergies, earnings per
diluted share are expected to be in a range of $0.39 to $0.41.
Non-GAAP earnings per diluted share, which exclude amortization of
intangible assets of $13.3 million and other merger-related charges of
$2.7 million, are expected to be in a range of $0.54 to $0.56.
Webcast
Charles River Laboratories has scheduled a live webcast on
Tuesday, February 15, at 8:30 a.m. ET to discuss matters relating to
this press release. To participate, please go to ir.criver.com and
select the webcast link. The webcast will be available until 5:00 p.m.
ET on February 22, 2005.
Use of Non-GAAP Financial Measures
This press release contains non-GAAP financial measures which
exclude, among other items, amortization of intangible assets and
other charges related to the Inveresk merger. We exclude these items
from the non-GAAP financial measures because they are outside our
normal operations. We believe that the inclusion of non-GAAP financial
measures in this press release helps investors to gain a meaningful
understanding of our core operating results and future prospects, and
is consistent with how management measures and forecasts the Company's
performance, especially when comparing such results to prior periods
or forecasts. Non-GAAP results also allow investors to compare the
Company's operations against the financial results of other companies
in the industry who similarly provide non-GAAP results. The non-GAAP
financial measures included in this press release are not meant to be
considered superior to or a substitute for results of operations
prepared in accordance with GAAP. Reconciliations of the non-GAAP
financial measures used in this press release to the most directly
comparable GAAP financial measures are set forth in the text of, and
the accompanying exhibits to, this press release, and can also be
found on the Company's website at ir.criver.com.
Caution Concerning Forward-Looking Statements. This document
includes forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements
may be identified by the use of words such as "anticipate," "believe,"
"expect," "estimate," "plan," "outlook," and "project" and other
similar expressions that predict or indicate future events or trends
or that are not statements of historical matters. Forward-looking
statements are based on Charles River's current expectations and
beliefs, and involve a number of risks and uncertainties that could
cause actual results to differ materially from those stated or implied
by the forward-looking statements. Those risks and uncertainties
include, but are not limited to: challenges arising from the merger
with Inveresk Research Group; a decrease in research and development
spending or a decrease in the level of outsourced services;
acquisition integration risks; special interest groups;
contaminations; industry trends; new displacement technologies; USDA
and FDA regulations; changes in law; continued availability of
products and supplies; loss of key personnel; interest rate and
foreign currency exchange rate fluctuations; changes in tax regulation
and laws; changes in generally accepted accounting principles; and any
changes in business, political, or economic conditions due to the
threat of future terrorist activity in the U.S. and other parts of the
world, and related U.S. military action overseas. A further
description of these risks, uncertainties, and other matters can be
found in the Risk Factors detailed in Charles River's Registration
Statement on Form S-4 as filed on September 16, 2004, with the
Securities and Exchange Commission. Because forward-looking statements
involve risks and uncertainties, actual results and events may differ
materially from results and events currently expected by Charles
River, and Charles River assumes no obligation and expressly disclaims
any duty to update information contained in this news release except
as required by law.
About Charles River Laboratories
Charles River Laboratories, based in Wilmington, Massachusetts, is
a global provider of solutions that advance the drug discovery and
development process. Our leading-edge products and services are
designed to enable our clients to bring drugs to market faster and
more efficiently. Backed by our rigorous, best-in-class procedures and
our proven data collection, analysis and reporting capabilities, our
products and services are organized into three categories spanning
every step of the drug development pipeline: Research Models and
Services, Preclinical Services, and Clinical Services. Charles River's
customer base includes all of the major pharmaceutical companies,
biotechnology companies, government agencies and many leading
hospitals and academic institutions. Charles River's 8,000 employees
serve clients in more than 50 countries. For more information on
Charles River, visit our website at www.criver.com.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(dollars in thousands, except for per share data)
Three Months Ended Twelve Months Ended
--------------------------------------------
Dec. 25, Dec. 27, Dec. 25, Dec. 27,
2004 2003 2004 2003
Total net sales $238,061 $156,040 $766,917 $613,723
Cost of products sold and
services provided 152,341 96,434 468,351 380,058
--------------------------------------------
Gross margin 85,720 59,606 298,566 233,665
Selling, general and
administrative 39,287 22,998 121,448 89,489
Other operating expenses,
net - - - 747
Amortization of
intangibles 13,204 1,165 16,795 4,876
--------------------------------------------
Operating income 33,229 35,443 160,323 138,553
Interest income (expense) (4,572) (1,685) (8,521) (6,706)
Other, net 679 340 723 783
--------------------------------------------
Income before income taxes
and minority interests 29,336 34,098 152,525 132,630
Provision for income taxes 9,171 13,128 61,156 51,063
--------------------------------------------
Income before minority
interests 20,165 20,970 91,369 81,567
Minority interests (88) (325) (1,577) (1,416)
--------------------------------------------
Net income $20,077 $20,645 $89,792 $80,151
============================================
Earnings per common share
Basic $0.33 $0.45 $1.81 $1.76
Diluted $0.32 $0.42 $1.68 $1.64
Weighted average number of
common shares outstanding
Basic 60,341,786 45,694,910 49,601,021 45,448,368
Diluted 67,035,677 51,453,537 56,045,848 51,314,805
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(dollars in thousands)
Dec. 25, Dec. 27,
2004 2003
Assets
Current assets
Cash and cash equivalents $207,566 $182,331
Marketable securities 234 13,156
Trade receivables, net 201,794 111,514
Inventories 61,914 52,370
Other current assets 38,725 11,517
----------- ----------
Total current assets 510,233 370,888
Property, plant and equipment, net 357,149 203,458
Goodwill, net 1,385,130 105,308
Other intangibles, net 256,294 30,415
Deferred tax asset 50,412 61,603
Other assets 30,087 27,882
----------- ----------
Total assets $2,589,305 $799,554
=========== ==========
Liabilities and Shareholders' Equity
Current liabilities
Current portion of long-term debt $80,456 $253
Accounts payable 28,672 19,433
Accrued compensation 46,037 27,251
Deferred income 117,490 30,846
Other current liabilities 78,296 36,568
----------- ----------
Total current liabilities 350,951 114,351
Long-term debt 605,388 185,600
Other long-term liabilities 147,088 24,804
----------- ----------
Total liabilities 1,103,427 324,755
----------- ----------
Minority interests 9,792 10,176
Total shareholders' equity 1,476,086 464,623
----------- ----------
Total liabilities and shareholders' equity $2,589,305 $799,554
=========== ==========
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
SELECTED BUSINESS SEGMENT INFORMATION (UNAUDITED)
(dollars in thousands)
Three Months Ended Twelve Months Ended
------------------- -------------------
Dec. 25, Dec. 27, Dec. 25, Dec. 27,
2004 2003 2004 2003
Research Models and Services
Net sales $119,017 $107,009 $476,668 $428,176
Gross margin 48,852 44,019 206,797 182,318
Gross margin as a % of net
sales 41.0% 41.1% 43.4% 42.6%
Operating income 34,721 31,300 152,556 136,518
Operating income as a % of
net sales 29.2% 29.2% 32.0% 31.9%
Depreciation and amortization 4,760 5,049 17,872 16,974
Capital expenditures 11,194 9,797 26,559 23,776
Preclinical Services
Net sales $94,772 $49,031 $265,977 $185,547
Gross margin 31,329 15,587 86,230 51,347
Gross margin as a % of net
sales 33.1% 31.8% 32.4% 27.7%
Operating income 4,815 7,919 33,622 17,521
Operating income as a % of
net sales 5.1% 16.2% 12.6% 9.4%
Depreciation and amortization 14,943 3,233 25,443 12,590
Capital expenditures 11,747 3,138 18,493 8,928
Clinical Services
Net sales $24,272 $- $24,272 $-
Gross margin 5,539 - 5,539 -
Gross margin as a % of net
sales 22.8% 22.8%
Operating income 731 - 731 -
Operating income as a % of
net sales 3.0% 3.0%
Depreciation and amortization 2,994 - 2,994 -
Capital expenditures 284 - 284 -
Unallocated Corporate Overhead $(7,038) $(3,776) $(26,586) $(15,486)
Total
Net sales $238,061 $156,040 $766,917 $613,723
Gross margin 85,720 59,606 298,566 233,665
Gross margin as a % of net
sales 36.0% 38.2% 38.9% 38.1%
Operating income 33,229 35,443 160,323 138,553
Operating income as a % of
net sales 14.0% 22.7% 20.9% 22.6%
Depreciation and amortization 22,697 8,282 46,309 29,564
Capital expenditures 23,225 12,935 45,336 32,704
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
RECONCILIATION OF GAAP EARNINGS TO NON-GAAP EARNINGS
SELECTED BUSINESS SEGMENT INFORMATION (UNAUDITED)
(dollars in thousands)
Three Months Ended Twelve Months Ended
--------------------- -------------------
Dec. 25, Dec. 27, Dec. 25, Dec. 27,
2004 2003 2004 2003
Research Models and Services
Net sales $119,017 $107,009 $476,668 $428,176
Operating income 34,721 31,300 152,556 136,518
Operating income as a % of
net sales 29.2% 29.2% 32.0% 31.9%
Add back:
Litigation settlement - - - (2,908)
--------------------- -------------------
Operating income, excluding
specified charges (Non-
GAAP) 34,721 31,300 152,556 133,610
Non-GAAP operating income as
a % of net sales 29.2% 29.2% 32.0% 31.2%
Preclinical Services
Net sales $94,772 $49,031 $265,977 $185,547
Operating income 4,815 7,919 33,622 17,521
Operating income as a % of
net sales 5.1% 16.2% 12.6% 9.4%
Add back:
Amortization related to
merger 9,610 - 9,610 -
Proteomics write-off 2,956 - 2,956 -
Impairment charge - - - 3,655
Severance charges - - - 871
--------------------- -------------------
Operating income, excluding
specified charges (Non-
GAAP) 17,381 7,919 46,188 22,047
Non-GAAP operating income as
a % of net sales 18.3% 16.2% 17.4% 11.9%
Clinical Services
Net sales $24,272 $- $24,272 $-
Operating income 731 - 731 -
Operating income as a % of
net sales 3.0% 3.0%
Add back:
Amortization related to
merger 2,493 - 2,493 -
--------------------- -------------------
Operating income, excluding
specified charges (Non-
GAAP) 3,224 - 3,224 -
Non-GAAP operating income as
a % of net sales 13.3% 13.3%
Unallocated Corporate
Overhead $(7,038) $(3,776) $(26,586) $(15,486)
Add back:
Stock-based compensation
related to merger 2,303 - 2,303 -
--------------------- -------------------
Unallocated corporate
overhead, excluding
specified charges (Non-
GAAP) (4,735) (3,776) (24,283) (15,486)
Total
Net sales $238,061 $156,040 $766,917 $613,723
Operating income 33,229 35,443 160,323 138,553
Operating income as a % of
net sales 14.0% 22.7% 20.9% 22.6%
Add back:
Amortization related to
merger 12,103 - 12,103 -
Stock-based compensation
related to merger 2,303 - 2,303 -
Proteomics write-off 2,956 - 2,956 -
Impairment charge - - - 3,655
Litigation settlement - - - (2,908)
Severance charges - - - 871
--------------------- -------------------
Operating income, excluding
specified charges (Non-
GAAP) 50,591 35,443 177,685 140,171
Non-GAAP operating income as
a % of net sales 21.3% 22.7% 23.2% 22.8%
Charles River management believes that non-GAAP financial results
provide useful information to investors in being able to assess the
Company's ongoing operations without the effect of one-time charges.
Such information provides investors with the ability to assess the
Company's operating performance. The Company intends to continue to
assess the potential value of reporting non-GAAP results consistent
with applicable rules and regulations.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
RECONCILIATION OF GAAP EARNINGS TO NON-GAAP EARNINGS
(dollars in thousands, except for per share data)
Three Months Ended Twelve Months Ended
---------------------- ----------------------
Dec. 25, Dec. 27, Dec. 25, Dec. 27,
2004 2003 2004 2003
Net income $20,077 $20,645 $89,792 $80,151
Add back:
Deferred tax asset write-
off - - 7,900 -
Valuation allowance
release - - (2,111) -
Amortization related to
merger 12,103 - 12,103 -
Stock-based compensation
related to merger 2,303 - 2,303 -
Proteomics write-off 2,956 - 2,956 -
Minority Interest on
Proteomics write-off (345) - (345) -
Deferred financing cost
write-off 105 - 105 -
Impairment charge - - - 3,655
Litigation settlement - - - (2,908)
Severance charges - - - 871
Tax effect (6,001) - (6,001) (622)
---------------------- ----------------------
Net income, excluding
specified charges (Non-
GAAP) $31,198 $20,645 $106,702 $81,147
====================== ======================
Calculation of earnings
per common share,
excluding
specified charges (Non-
GAAP):
Net income for purposes of
calculating earnings per share,
excluding specified
charges (Non-GAAP) $31,198 $20,645 $106,702 $81,147
After tax equivalent
interest expense on 3.5%
senior
convertible debentures 1,090 995 4,125 3,982
---------------------- ----------------------
Income for purposes of
calculating diluted
earnings
per share, excluding
specified charges (Non-
GAAP) $32,288 $21,640 $110,827 $85,129
====================== ======================
Weighted average shares
outstanding - Basic 60,341,786 45,694,910 49,601,021 45,448,368
Effect of dilutive
securities:
3.5% senior convertible
debentures 4,759,455 4,759,455 4,759,455 4,759,455
Stock options and
contingently issued
restricted stock 1,593,121 676,673 1,346,665 726,291
Warrants 341,315 322,499 338,707 380,691
---------------------- ----------------------
Weighted average shares
outstanding - Diluted 67,035,677 51,453,537 56,045,848 51,314,805
====================== ======================
Basic earnings per share $0.33 $0.45 $1.81 $1.76
Diluted earnings per
share $0.32 $0.42 $1.68 $1.64
Basic earnings per share,
excluding specified
charges
(Non-GAAP) $0.52 $0.45 $2.15 $1.79
Diluted earnings per
share, excluding
specified charges
(Non-GAAP) $0.48 $0.42 $1.98 $1.66
Charles River management believes that non-GAAP financial results
provide useful information to investors in being able to assess the
Company's ongoing operations without the effect of one-time charges.
Such information provides investors with the ability to assess the
Company's operating performance. The Company intends to continue to
assess the potential value of reporting non-GAAP results consistent
with applicable rules and regulations.
CONTACT: Charles River Laboratories
Susan E. Hardy, 978-658-6000 Ext. 1616
Director, Investor Relations