Item 1. Financial Statements

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Item 1. Financial Statements

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share amounts)


	Three Months Ended
		April 1, 2023		March 26, 2022
Service revenue		$	857,366	$	720,485
Product revenue		172,007		193,444
Total revenue		1,029,373		913,929
Costs and expenses:
Cost of services provided (excluding amortization of intangible assets)		565,477		486,864
Cost of products sold (excluding amortization of intangible assets)		86,242		90,247
Selling, general and administrative		174,846		150,033
Amortization of intangible assets		34,916		38,007
Operating income		167,892		148,778
Other income (expense):
Interest income		806		127
Interest expense		(34,380)		(9,434)
Other expense, net		(3,277)		(28,625)
Income before income taxes		131,041		110,846
Provision for income taxes		27,087		15,620
Net income		103,954		95,226
Less: Net income attributable to noncontrolling interests		823		2,204
Net income attributable to common shareholders		$	103,131	$	93,022

Earnings per common share
Net income attributable to common shareholders:
Basic		$	2.02	$	1.84
Diluted		$	2.01	$	1.81

Weighted-average number of common shares outstanding:
Basic		51,097		50,640
Diluted		51,428		51,325

See Notes to Unaudited Condensed Consolidated Financial Statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)


	Three Months Ended
		April 1, 2023		March 26, 2022
Net income		$	103,954	$	95,226
Other comprehensive income (loss):
Foreign currency translation adjustment and other		23,313		(12,952)
Amortization of net loss, settlement losses, and prior service benefit included in total cost for pension and other post-retirement benefit plans		170		746
Unrealized gains (losses) on hedging instruments		(1,402)		—
Comprehensive income, before income taxes		126,035		83,020
Less: Income tax benefit related to items of other comprehensive income		(1,038)		(2,018)
Comprehensive income, net of income taxes		127,073		85,038
Less: Comprehensive income related to noncontrolling interests, net of income taxes		1,009		2,209
Comprehensive income attributable to common shareholders, net of income taxes		$	126,064	$	82,829







See Notes to Unaudited Condensed Consolidated Financial Statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except per share amounts)


	April 1, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	201,587	$	233,912
Trade receivables and contract assets, net of allowances for credit losses of $16,694 and $11,278, respectively	788,309		752,390
Inventories	262,584		255,809
Prepaid assets	104,162		89,341
Other current assets	91,713		107,580
Total current assets	1,448,355		1,439,032
Property, plant and equipment, net	1,494,080		1,465,655
Venture capital and strategic equity investments	293,787		311,602
Operating lease right-of-use assets, net	408,464		391,762
Goodwill	2,901,627		2,849,903
Intangible assets, net	958,119		955,275
Deferred tax assets	41,017		41,262
Other assets	153,990		148,279
Total assets	$	7,699,439	$	7,602,770
Liabilities, Redeemable Noncontrolling Interests and Equity
Current liabilities:
Accounts payable	120,004		205,915
Accrued compensation	176,053		197,078
Deferred revenue	262,226		264,259
Accrued liabilities	221,370		219,758
Other current liabilities	201,739		204,575
Total current liabilities	981,392		1,091,585
Long-term debt, net and finance leases	2,743,774		2,707,531
Operating lease right-of-use liabilities	418,202		389,745
Deferred tax liabilities	212,278		215,582
Other long-term liabilities	186,975		174,822
Total liabilities	4,542,621		4,579,265
Commitments and contingencies (Notes 2, 8, 10, and 12)
Redeemable noncontrolling interest	42,935		42,427
Equity:
Preferred stock, $0.01 par value; 20,000 shares authorized; no shares issued and outstanding	—		—
Common stock, $0.01 par value; 120,000 shares authorized; 51,260 shares issued and 51,182 shares outstanding as of April 1, 2023, and 50,944 shares issued and outstanding as of December 31, 2022	512		509
Additional paid-in capital	1,830,189		1,804,940
Retained earnings	1,536,032		1,432,901
Treasury stock, at cost, 78 and zero shares, as of April 1, 2023 and December 31, 2022, respectively	(19,012)		—
Accumulated other comprehensive loss	(239,124)		(262,057)
Total equity attributable to common shareholders	3,108,597		2,976,293
Noncontrolling interests (nonredeemable)	5,286		4,785
Total equity	3,113,883		2,981,078
Total liabilities, redeemable noncontrolling interests and equity	$	7,699,439	$	7,602,770
See Notes to Unaudited Condensed Consolidated Financial Statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


	Three Months Ended
	April 1, 2023		March 26, 2022
Cash flows relating to operating activities
Net income	$	103,954	$	95,226
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	77,069		75,299
Stock-based compensation	13,460		14,619

Deferred income taxes	(11,584)		(7,563)
Loss on venture capital and strategic equity investments, net	3,282		13,903

Gain on divestitures, net	(441)		—
Changes in fair value of contingent consideration arrangements	—		(3,450)
Other, net	15,587		6,239
Changes in assets and liabilities:
Trade receivables and contract assets, net	(33,831)		(57,942)
Inventories	(8,587)		(23,164)
Accounts payable	(41,313)		40,932
Accrued compensation	(21,469)		(79,795)
Deferred revenue	(481)		12,078
Customer contract deposits	1,509		4,750
Other assets and liabilities, net	12,228		11,498
Net cash provided by operating activities	109,383		102,630
Cash flows relating to investing activities
Acquisition of businesses and assets, net of cash acquired	(50,166)		—
Capital expenditures	(106,875)		(80,464)
Purchases of investments and contributions to venture capital investments	(12,570)		(13,296)
Proceeds from sale of investments	1,953		205
Other, net	(960)		(4,450)
Net cash used in investing activities	(168,618)		(98,005)
Cash flows relating to financing activities
Proceeds from long-term debt and revolving credit facility	192,500		962,005
Proceeds from exercises of stock options	11,792		12,199
Payments on long-term debt, revolving credit facility, and finance lease obligations	(157,328)		(948,267)
Purchase of treasury stock	(19,012)		(33,994)
Payments of contingent consideration	(2,711)		(3,356)

Other, net	—		(1,870)
Net cash provided by (used in) financing activities	25,241		(13,283)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	1,671		5,740
Net change in cash, cash equivalents, and restricted cash	(32,323)		(2,918)
Cash, cash equivalents, and restricted cash, beginning of period	241,214		246,314
Cash, cash equivalents, and restricted cash, end of period	$	208,891	$	243,396

Supplemental cash flow information:
Cash and cash equivalents	$	201,587	$	241,869

Restricted cash included in Other current assets	6,162		413
Restricted cash included in Other assets	1,142		1,114
Cash, cash equivalents, and restricted cash, end of period	$	208,891	$	243,396

Non-cash investing activities:
Purchases of Property, plant and equipment included in Accounts payable and Accrued liabilities	$	43,116	$	58,993

See Notes to Unaudited Condensed Consolidated Financial Statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

(in thousands)


	Common Stock				Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Equity Attributable to Common Shareholders		Noncontrolling Interest		Total Equity
Shares		Amount					Shares		Amount
December 31, 2022	50,944		$	509	$	1,804,940	$	1,432,901	$	(262,057)	—	$	—	$	2,976,293	$	4,785	$	2,981,078
Net income	—		—		—		103,131		—		—	—		103,131		501		103,632
Other comprehensive income	—		—		—		—		22,933		—	—		22,933		—		22,933

Issuance of stock under employee compensation plans	316		3		11,789		—		—		—	—		11,792		—		11,792
Purchase of treasury shares	—		—		—		—		—		78	(19,012)		(19,012)		—		(19,012)
Stock-based compensation	—		—		13,460		—		—		—	—		13,460		—		13,460
April 1, 2023	51,260		512		1,830,189		1,536,032		(239,124)		78	(19,012)		3,108,597		5,286		3,113,883
















	Common Stock				Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Equity Attributable to Common Shareholders		Noncontrolling Interest		Total Equity
Shares		Amount					Shares		Amount
December 25, 2021	50,480		$	505	$	1,718,304	$	980,751	$	(164,740)	—	$	—	$	2,534,820	$	4,162	$	2,538,982
Net income	—		—		—		93,022		—		—	—		93,022		560		93,582
Other comprehensive loss	—		—		—		—		(10,193)		—	—		(10,193)		—		(10,193)
Adjustment of redeemable noncontrolling interest to redemption value	—		—		(1,161)		—		—		—	—		(1,161)		—		(1,161)
Issuance of stock under employee compensation plans	431		4		13,067		—		—		—	—		13,071		—		13,071
Purchase of treasury shares	—		—		—		—		—		111	(33,994)		(33,994)		—		(33,994)
Stock-based compensation	—		—		14,619		—		—		—	—		14,619		—		14,619
March 26, 2022	50,911		509		1,744,829		1,073,773		(174,933)		111	(33,994)		2,610,184		4,722		2,614,906















See Notes to Unaudited Condensed Consolidated Financial Statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements are unaudited and have been prepared by Charles River Laboratories International, Inc. (the Company) in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The year-end condensed consolidated balance sheet data was derived from the Company’s audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for fiscal year 2022. The unaudited condensed consolidated financial statements, in the opinion of management, reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires that the Company make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known.

Newly Adopted Accounting Pronouncements

In September 2022, the FASB issued ASU 2022-04, “Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” ASU 2022-04 requires quantitative and qualitative disclosures about the use of supplier finance programs. The ASU is effective for fiscal years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years for selected disclosures, and will be applied on a prospective basis. The Company participates in certain supplier finance programs that are immaterial to the unaudited condensed consolidated financial statements and related disclosures.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 1, “Description of Business and Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for fiscal year 2022.

Consolidation

The Company’s unaudited condensed consolidated financial statements reflect its financial statements and those of its subsidiaries in which the Company holds a controlling financial interest. For consolidated entities in which the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its unaudited condensed consolidated statements of income equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. Redeemable noncontrolling interests, where the noncontrolling interest holders have the ability to sell the remaining interests, are classified in the mezzanine section of the unaudited condensed consolidated balance sheets, which is presented above the equity section and below liabilities. Intercompany balances and transactions are eliminated in consolidation.

The Company’s fiscal year is typically based on 52-weeks, with each quarter composed of 13 weeks ending on the last Saturday on, or closest to, March 31, June 30, September 30, and December 31. A 53rd week in the fourth quarter of the fiscal year is occasionally necessary to align with a December 31 calendar year-end, which occurred in fiscal year 2022.

Segment Reporting

The Company reports its results in three reportable segments: Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Solutions (Manufacturing).

The Company’s RMS reportable segment includes the Research Models, Research Model Services, and Cell Solutions businesses. Research Models includes the commercial production and sale of small research models, as well as the supply of large research models. Research Model Services includes: Genetically Engineered Models and Services (GEMS), which performs contract breeding and other services associated with genetically engineered models; Research Animal Diagnostic Services (RADS), which provides health monitoring and diagnostics services related to research models; Insourcing Solutions (IS), which provides colony management of its clients’ research operations (including recruitment, training, staffing, and management services) within our clients’ facilities and utilizing both our Charles River Accelerator and Development Lab (CRADL™) and our Explora BioLabs options, in which we provide vivarium space to our clients; and Cell Solutions, which

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

supplies controlled, consistent, customized primary cells and blood components derived from normal and mobilized peripheral blood, bone marrow, and cord blood.

The Company’s DSA reportable segment includes two businesses: Discovery Services and Safety Assessment. The Company provides regulated and non-regulated DSA services to support the research, development, and regulatory-required safety testing of potential new drugs, including therapeutic discovery and optimization plus in vitro and in vivo studies, laboratory support services, and strategic non-clinical consulting and program management to support product development.

The Company’s Manufacturing reportable segment includes Microbial Solutions, which provides in vitro (non-animal) lot-release testing products, microbial detection products, and species identification services and Biologics Solutions (Biologics), which performs specialized testing of biologics (Biologics Testing Solutions) as well as contract development and manufacturing products and services (CDMO). In December of 2022, the Company sold the Avian Vaccine Services business (Avian), previously reported in the Manufacturing segment, which supplied specific-pathogen-free chicken eggs and chickens.

2. ACQUISITIONS AND DIVESTITURES

Fiscal 2023 Acquisition

SAMDI Tech, Inc.

On January 27, 2023, the Company acquired SAMDI Tech, Inc., (SAMDI), a leading provider of high-quality, label-free high-throughput screening (HTS) solutions for drug discovery research. The acquisition of SAMDI will provide clients with seamless access to the premier, label-free HTS MS platform and create a comprehensive, library of drug discovery solutions. The preliminary purchase price of SAMDI was $62.8 million, net of $0.4 million in cash, inclusive of a 20% strategic equity interest previously owned by the Company of $12.6 million. The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business is reported as part of the Company’s DSA reportable segment.

Fiscal 2022 Acquisition

Explora BioLabs Holdings, Inc.

On April 5, 2022, the Company acquired Explora BioLabs Holdings, Inc. (Explora BioLabs), a provider of contract vivarium research services, providing biopharmaceutical clients with turnkey in vivo vivarium facilities, management and related services to efficiently conduct their early-stage research activities. The acquisition of Explora BioLabs complements the Company’s existing Insourcing Solutions business, specifically the CRADL (Charles River Accelerator and Development Lab) footprint, and offers incremental opportunities to partner with an emerging client base, many of which are engaged in cell and gene therapy development. The purchase price of Explora BioLabs was $284.5 million, net of $6.6 million in cash. The acquisition was funded through proceeds from the Company’s credit facility (Credit Facility). This business is reported as part of the Company’s RMS reportable segment.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Purchase price information

The purchase price allocation was as follows:


	SAMDI (1)		Explora BioLabs
	January 27, 2023		April 5, 2022
	(in thousands)
Trade receivables	$	513	$	7,679
Other current assets (excluding cash)	75		1,067
Property, plant and equipment	593		37,369
Operating lease right-of-use asset, net	—		48,613
Goodwill (2)	37,129		215,752
Definite-lived intangible assets	33,070		70,100
Other long-term assets	6		556
Deferred revenue	(43)		(3,507)
Other current liabilities	(351)		(15,507)
Operating lease right-of-use liabilities (Long-term)	—		(57,193)
Deferred tax liabilities	(8,191)		(18,601)
Other long-term liabilities	—		(1,807)
Total purchase price allocation	$	62,801	$	284,521

(1) Purchase price allocation is preliminary and subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed, including certain contracts and obligations. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition.
(2) The goodwill resulting from these transactions is primarily attributable to the potential growth of the Company’s segments from new customers introduced to the acquired businesses and the assembled workforce of the acquirees, thus is not deductible for tax purposes. Explora BioLabs had $5.0 million of goodwill due to a prior asset acquisition that is deductible for tax purposes.

The definite-lived intangible assets acquired were as follows:


	SAMDI		Explora BioLabs
Definite-Lived Intangible Assets	(in thousands)
Client relationships	$	23,400	$	64,000
Other intangible assets	9,670		6,100
Total definite-lived intangible assets	$	33,070	$	70,100

Weighted Average Amortization Life	(in years)
Client relationships	15		13
Other intangible assets	7		4
Total definite-lived intangible assets	12		12


	Three Months Ended
		April 1, 2023		March 26, 2022
		(in thousands)
Transaction and Integration Costs
Selling, general and administrative expenses		$	1,064	$	7,113

Divestitures

The Company routinely evaluates the strategic fit and fundamental performance of its global businesses, divesting operations that do not meet key business criteria. As part of this ongoing assessment, the Company determined that certain capital could be better deployed in other long-term growth opportunities.

Avian Vaccine Services

On December 20, 2022, the Company sold its Avian Vaccine Services business (Avian) to a private investor group for a preliminary purchase price of $168.6 million in cash, subject to certain customary closing adjustments. The Company may also earn up to $30.0 million of contingent payments, which are tied to certain annual results of the Avian business from January 2024 through December 2027. The contingent payments have been fair valued at $10.3 million using a discounted probability

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

weighted model. The Avian business was reported in the Company’s Manufacturing reportable segment. During fiscal year 2022, the Company recorded a gain on the divestiture of Avian of $123.4 million within Other income (expense) on the Company’s condensed consolidated statements of income.

The carrying amounts of the major classes of assets and liabilities associated with the divestitures of the businesses were as follows:


	December 19, 2022
	Avian
	(in thousands)
Assets
Current assets	$	30,545
Property, plant, and equipment, net	24,602
Operating lease right-of-use assets, net	611
Goodwill	3,168
Intangible assets, net	1,629
Other assets	10
Total assets	$	60,565

Liabilities
Current liabilities	$	8,139
Operating lease right-of-use liabilities	331
Total liabilities	$	8,470

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

The following table disaggregates the Company’s revenue by major business line and timing of transfer of products or services:


	Three Months Ended
		April 1, 2023		March 26, 2022
		(in thousands)
Timing of Revenue Recognition:
RMS
Services and products transferred over time		$	93,639	$	69,924
Services and products transferred at a point in time		106,127		106,618
Total RMS revenue		199,766		176,542
DSA
Services and products transferred over time		661,836		542,336
Services and products transferred at a point in time		517		1,923
Total DSA revenue		662,353		544,259
Manufacturing
Services and products transferred over time		86,086		95,009
Services and products transferred at a point in time		81,168		98,119
Total Manufacturing revenue		167,254		193,128
Total revenue		$	1,029,373	$	913,929

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Contract Balances from Contracts with Customers

The following table provides information about client receivables, contract assets, and contract liabilities from contracts with customers:


	April 1, 2023		December 31, 2022
	(in thousands)
Assets from contracts with customers
Client receivables	$	587,706	$	559,410
Unbilled revenue	217,297		204,258
Total	805,003		763,668
Less: Allowance for credit losses	(16,694)		(11,278)
Trade receivables and contract assets, net	$	788,309	$	752,390

Liabilities from contracts with customers
Current deferred revenue	262,226		264,259
Long-term deferred revenue (included in Other long-term liabilities)	29,286		25,795
Customer contract deposits (included in Other current-liabilities)	93,362		91,640

Approximately 70% of unbilled revenue as of December 31, 2022, which was $204 million, was billed during the three months ended April 1, 2023. Approximately 60% of unbilled revenue as of December 25, 2021, which was $161 million, was billed during the three months ended March 26, 2022.

Approximately 65% of contract liabilities as of December 31, 2022, which was $290 million, were recognized as revenue during the three months ended April 1, 2023. Approximately 65% of contract liabilities as of December 25, 2021, which was $240 million, were recognized as revenue during the three months ended March 26, 2022.

When the Company does not have the unconditional right to advanced billings, both advanced client payments and unpaid advanced client billings are excluded from deferred revenue, with the advanced billings also being excluded from client receivables. The Company excluded approximately $45 million and $54 million of unpaid advanced client billings from both client receivables and deferred revenue in the accompanying unaudited condensed consolidated balance sheets as of April 1, 2023 and December 31, 2022, respectively. Net provisions (recoveries) of $3.2 million and $(0.6) million were recorded to the allowance for credit losses for the three months ended April 1, 2023 and March 26, 2022, respectively.

Transaction Price Allocated to Future Performance Obligations

The Company discloses the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of April 1, 2023. Excluded from the disclosure is the value of unsatisfied performance obligations for contracts with an original expected length of one year or less, contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed and service revenue recognized in accordance with ASC 842, “Leases”. The aggregate amount of transaction price allocated to the remaining performance obligations for all open customer contracts as of April 1, 2023 was $1,113.5 million. The Company will recognize revenues for these performance obligations as they are satisfied, approximately 50% of which is expected to occur within the next twelve months and the remainder recognized thereafter during the remaining contract term.

Other Performance Obligation****s

As part of the Company’s service offerings, the Company has identified performance obligations related to leasing Company owned assets. In certain arrangements, customers obtain substantially all of the economic benefits of the identified assets, which may include manufacturing suites and related equipment, and have the right to direct the assets’ use over the term of the contract. The associated revenue is recognized on a straight-line basis over the term of the lease, which is generally less than one year.


	April 1, 2023		March 26, 2022
	(in thousands)				Affected Line Item in the Unaudited Condensed Consolidated Statements of Income
Lease revenue	$	24,090	$	7,856	Service revenue

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. SEGMENT AND GEOGRAPHIC INFORMATION

The following table presents revenue and other financial information by reportable segment:


	Three Months Ended
		April 1, 2023		March 26, 2022
		(in thousands)
RMS
Revenue		$	199,766	$	176,542
Operating income		40,409		47,882
Depreciation and amortization		13,489		9,469
Capital expenditures		19,084		8,646
DSA
Revenue		$	662,353	$	544,259
Operating income		171,431		104,986
Depreciation and amortization		42,450		46,789
Capital expenditures		65,184		48,930
Manufacturing
Revenue		$	167,254	$	193,128
Operating income		2,106		46,368
Depreciation and amortization		20,084		18,482
Capital expenditures		21,738		22,828
Unallocated Corporate
Operating income (1)		$	(46,054)	$	(50,458)
Depreciation and amortization		1,046		559
Capital expenditures		869		60
Consolidated
Revenue		$	1,029,373	$	913,929
Operating income		167,892		148,778
Depreciation and amortization		77,069		75,299
Capital expenditures		106,875		80,464

(1) Operating income for unallocated corporate expense consists of costs associated with departments such as senior executives, corporate accounting, legal, tax, human resources, treasury, and investor relations.

Revenue by geographic area is as follows:


	U.S.		Europe		Canada		Asia Pacific		Other		Consolidated
	(in thousands)




Three Months Ended:
April 1, 2023	$	605,441	$	267,703	$	110,606	$	42,813	$	2,810	$	1,029,373
March 26, 2022	526,549		251,087		85,246		48,946		2,101		913,929

Included in the Other category above are operations located in Brazil and Israel. Revenue represents sales originating in entities physically located in the identified geographic area.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. INVENTORY

Inventories

The composition of inventories is as follows:


	April 1, 2023		December 31, 2022
	(in thousands)
Raw materials and supplies	$	42,770	$	38,892
Work in process	34,830		48,367
Finished products	184,984		168,550
Inventories	$	262,584	$	255,809

6. VENTURE CAPITAL AND STRATEGIC EQUITY INVESTMENTS

Venture capital investments are summarized below:


	April 1, 2023		March 26, 2022
	(in thousands)
Beginning balance	$	129,012	$	149,640
Capital contributions	3,214		3,265
Distributions	(7,217)		(1,347)
Loss	(6,848)		(13,403)
Foreign currency translation	260		(463)
Ending balance	$	118,421	$	137,692

The Company also invests, with minority positions, directly in equity of predominantly privately held companies. Strategic investments are summarized below:


	April 1, 2023		March 26, 2022
	(in thousands)
Beginning balance	$	182,590	$	51,712
Purchase of investments	9,266		10,000
Distributions	(4,146)		—
Gain (loss)	3,566		(500)
Reduction for acquisition of entity	(12,635)		—
Foreign currency translation	(3,275)		(636)
Ending balance	$	175,366	$	60,576

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. FAIR VALUE

Assets and liabilities measured at fair value on a recurring basis are summarized below:


	April 1, 2023
	Level 1		Level 2		Level 3		Total
Current assets measured at fair value:	(in thousands)
Cash equivalents	$	—	$	78	$	—	$	78
Other assets:
Life insurance policies	—		36,202		—		36,202
Total assets measured at fair value	$	—	$	36,280	$	—	$	36,280

Accrued liabilities measured at fair value:
Contingent consideration	$	—	$	—	$	10,543	$	10,543
Other long-term liabilities measured at fair value:
Interest rate swap	—		2,925		—		2,925
Total liabilities measured at fair value	$	—	$	2,925	$	10,543	$	13,468

The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each quarter. During the three months ended April 1, 2023, there were no transfers between levels.


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Current assets measured at fair value:	(in thousands)
Cash equivalents	$	—	$	78	$	—	$	78
Other assets:
Life insurance policies	—		34,527		—		34,527
Total assets measured at fair value	$	—	$	34,605	$	—	$	34,605

Accrued liabilities measured at fair value:
Contingent consideration	$	—	$	—	$	13,431	$	13,431
Other long-term liabilities measured at fair value:
Interest rate swap	—		1,523		—		1,523
Total liabilities measured at fair value	$	—	$	1,523	$	13,431	$	14,954

During the year ended December 31, 2022, there were no transfers between levels.

Contingent Consideration

The following table provides a rollforward of the contingent consideration related to the Company’s acquisitions.


	Three Months Ended
	April 1, 2023		March 26, 2022
	(in thousands)
Beginning balance	$	13,431	$	37,244

Payments	(2,711)		(3,301)
Total gains or losses (realized/unrealized):
Adjustment of previously recorded contingent liability	—		(3,450)
Foreign currency translation	(177)		(334)
Ending balance	$	10,543	$	30,159

The Company estimates the fair value of contingent consideration obligations through valuation models, such as probability-weighted and option pricing models, that incorporate probability adjusted assumptions and simulations related to the achievement of the milestones and the likelihood of making related payments. The unobservable inputs used in the fair value measurements include the probabilities of successful achievement of certain financial targets, forecasted results or targets, volatility, and discount rates. The remaining maximum potential payments are approximately $54 million, of which the value

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

accrued as of April 1, 2023 is approximately $11 million. The weighted average probability of achieving the maximum target is approximately 20%. The average volatility and weighted average cost of capital are approximately 40% and 16%, respectively. Increases or decreases in these assumptions may result in a higher or lower fair value measurement, respectively.

Cash Flow Hedge

The Company is exposed to market fluctuations in interest rates as well as variability in foreign exchange rates. In November 2022, the Company entered into an interest rate swap with a notional amount of $500 million to manage interest rate fluctuation related to floating rate borrowings under the Credit Facility, at a fixed rate of 4.700%.

In March 2023 and in conjunction with an amendment of the Credit Agreement (Second Amendment), the Company modified the variable rate on its interest rate swap from 1-month LIBOR to 1-month adjusted term SOFR. Effective with the modification, the Company will pay a fixed rate of 4.65% on its swap maturing November 2, 2024. The Company elected to apply the optional expedient in ASC 848, Reference Rate Reform, in connection with modifying its interest rate swap from LIBOR to SOFR that enabled it to consider the modification a continuation of the existing contract. As a result, the transition did not have an impact on the Company’s hedge accounting or a material impact to the Company’s financial statements.

Debt Instruments

The book value of the Company’s revolving loans, which are variable rate loans carried at amortized cost, approximates the fair value based on current market pricing of similar debt. As the fair value is based on significant other observable inputs, including current interest and foreign currency exchange rates, it is deemed to be Level 2 within the fair value hierarchy.

The book value of the Company’s Senior Notes are fixed rate obligations carried at amortized cost. Fair value is based on quoted market prices as well as borrowing rates available to the Company. As the fair value is based on significant other observable outputs, it is deemed to be Level 2 within the fair value hierarchy. The book value and fair value of the Company’s Senior Notes is summarized below:


	April 1, 2023				December 31, 2022
	Book Value		Fair Value		Book Value		Fair Value
	(in thousands)
4.25% Senior Notes due 2028	$	500,000	$	466,650	$	500,000	$	460,450
3.75% Senior Notes due 2029	500,000		443,750		500,000		442,200
4.00% Senior Notes due 2031	500,000		436,250		500,000		432,500

8. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The following table provides a rollforward of the Company’s goodwill:


	RMS		DSA (1)		Manufacturing		Total
	(in thousands)
December 31, 2022	$	497,710	$	1,433,601	$	918,592	$	2,849,903
Acquisitions	—		37,129		—		37,129

Foreign exchange	131		8,016		6,448		14,595
April 1, 2023	$	497,841	$	1,478,746	$	925,040	$	2,901,627
(1) DSA includes accumulated impairment losses of $1 billion, which were recognized in fiscal years 2008 and 2010.

The increase in goodwill during the three months ended April 1, 2023 related primarily to the acquisition of SAMDI in the DSA reportable segment.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Intangible Assets, Net

The following table displays intangible assets, net by major class:


	April 1, 2023						December 31, 2022
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
	(in thousands)
Client relationships	$	1,523,373	$	(624,820)	$	898,553	$	1,491,926	$	(591,417)	$	900,509
Technology	140,448		(104,438)		36,010		129,626		(101,655)		27,971
Backlog	15,320		(13,474)		1,846		15,236		(12,512)		2,724
Trademarks and trade names	12,707		(4,704)		8,003		12,617		(4,410)		8,207
Other	38,007		(24,300)		13,707		37,985		(22,121)		15,864
Intangible assets	$	1,729,855	$	(771,736)	$	958,119	$	1,687,390	$	(732,115)	$	955,275

The increase in intangible assets, net during the three months ended April 1, 2023 related primarily to the acquisition of SAMDI, offset by normal amortization over the useful lives.

9. DEBT AND OTHER FINANCING ARRANGEMENTS

Long-term debt, net and finance leases consists of the following:


	April 1, 2023		December 31, 2022
	(in thousands)
Revolving facility	$	1,233,453	$	1,197,586
4.25% Senior Notes due 2028	500,000		500,000
3.75% Senior Notes due 2029	500,000		500,000
4.00% Senior Notes due 2031	500,000		500,000
Other debt	4,245		1,594
Finance leases	30,521		30,646
Total debt and finance leases	2,768,219		2,729,826
Less:
Current portion of long-term debt	3,997		1,347
Current portion of finance leases	2,822		2,330
Current portion of long-term debt and finance leases	6,819		3,677
Long-term debt and finance leases	2,761,400		2,726,149
Debt discount and debt issuance costs	(17,626)		(18,618)
Long-term debt, net and finance leases	$	2,743,774	$	2,707,531

As of April 1, 2023 and December 31, 2022, the weighted average interest rate on the Company’s debt was 4.78% and 4.58%, respectively.

During the three months ended March 26, 2022, the Company had multiple U.S. dollar denominated loans borrowed by a non-U.S. Euro functional currency entity under the Credit Facility, which were approximately $400 million each. To limit this foreign currency exposure, the Company entered into foreign exchange forward contracts, which are not designated as hedging instruments. The Company did not have any U.S. dollar denominated loans borrowed by a non-U.S. Euro functional currency entity under the Credit Facility during the three months ended April 1, 2023.

The gains and losses incurred on these transactions were as follows:


	Three Months Ended
		March 26, 2022		Affected Line Item in the Unaudited Condensed Consolidated Statements of Income
		(in thousands)
Loss on foreign debt remeasurement		$	(11,101)	Other expense, net
Gain on foreign exchange forward contract		11,784		Interest expense

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Letters of Credit

As of April 1, 2023 and December 31, 2022, the Company had $21.6 million and $18.6 million, respectively, in outstanding letters of credit.

10. EQUITY AND NONCONTROLLING INTERESTS

Earnings Per Share

The following table reconciles the numerator and denominator in the computations of basic and diluted earnings per share:


	Three Months Ended
		April 1, 2023		March 26, 2022
		(in thousands)
Numerator:
Net income		$	103,954	$	95,226
Less: Net income attributable to noncontrolling interests		823		2,204
Net income attributable to common shareholders		$	103,131	$	93,022

Denominator:
Weighted-average shares outstanding - Basic		51,097		50,640
Effect of dilutive securities:
Stock options, restricted stock units and performance share units		331		685
Weighted-average shares outstanding - Diluted		51,428		51,325

Anti-dilutive common stock equivalents (1)		405		152

(1) These common stock equivalents were outstanding for the periods presented, but were not included in the computation of diluted EPS for those periods because their inclusion would have had an anti-dilutive effect.

Treasury Shares

The Company’s Board of Directors has authorized a $1.3 billion stock repurchase program. As of April 1, 2023, the Company had $129.1 million remaining on the authorized stock repurchase program.

The Company’s stock-based compensation plans permit the netting of common stock upon vesting of RSUs and PSUs in order to satisfy individual statutory tax withholding requirements. The Company acquired shares of 0.1 million in the three months ended April 1, 2023 and three months ended March 26, 2022, for $19.0 million and $34.0 million, respectively, from such netting.

Accumulated Other Comprehensive Income (Loss)

Changes to each component of accumulated other comprehensive income (loss), net of income taxes, are as follows:


	Foreign Currency Translation Adjustment and Other		Pension and Other Post-Retirement Benefit Plans		Net Unrealized Loss on Cash Flow Hedge		Total
	(in thousands)
December 31, 2022	$	(217,785)	$	(43,114)	$	(1,158)	$	(262,057)
Other comprehensive loss before reclassifications	23,127		170		(1,402)		21,895

Net current period other comprehensive income (loss)	23,127		170		(1,402)		21,895
Income tax (benefit) expense	(834)		133		(337)		(1,038)
April 1, 2023	$	(193,824)	$	(43,077)	$	(2,223)	$	(239,124)

Nonredeemable Noncontrolling Interest

The Company has an investment in an entity whose financial results are consolidated in the Company’s unaudited condensed consolidated financial statements, as it has the ability to exercise control over this entity. The interest of the noncontrolling party in this entity has been recorded as noncontrolling interest within Equity in the accompanying unaudited condensed consolidated balance sheets. The activity within the nonredeemable noncontrolling interest was not significant during the three months ended April 1, 2023 and March 26, 2022.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Redeemable Noncontrolling Interests

The Company holds a 92% ownership interest in Vital River, a commercial provider of research models and related services in China as of December 31, 2022. The company has the right to purchase, and the noncontrolling interest holders have the right to sell, the remaining 8% equity interest at a contractually defined redemption value, subject to a redemption floor, which represents a derivative embedded within the equity instrument. The redeemable noncontrolling interest is measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value ($24.4 million) as of April 1, 2023 and the carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. The amount that the Company could be required to pay to purchase the remaining 8% equity interest is not limited. During the fourth quarter of fiscal 2022, the Company exercised its option to acquire the remaining 8%; however, has not yet closed the purchase of the remaining equity interest.

In 2019, the Company acquired an 80% equity interest in a subsidiary that is fully consolidated under the voting interest model, which includes a 20% redeemable noncontrolling interest. In June 2022, the Company purchased an additional 10% interest in the subsidiary for $15.0 million, resulting in a remaining noncontrolling interest of 10%. Beginning in 2024, the Company has the right to purchase, and the noncontrolling interest holders have the right to sell (Put/call option), the remaining 10% equity interest at its appraised value ($17.0 million as of April 1, 2023). The redeemable noncontrolling interest is measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the appraised value and the carrying amount adjusted for net income (loss) attributable to the noncontrolling interest or a predetermined floor value. The amount that the Company could be required to pay to purchase the remaining 10% equity interest is not limited.

The following table provides a rollforward of the activity related to the Company’s redeemable noncontrolling interests:


	Three Months Ended
	April 1, 2023		March 26, 2022
	(in thousands)
Beginning balance	$	42,427	$	53,010
Adjustments to redemption value	—		1,161

Net income (loss)	322		1,644

Foreign currency translation	186		4
Ending balance	$	42,935	$	55,819

11. INCOME TAXES

The Company’s effective tax rates for the three months ended April 1, 2023 and March 26, 2022 were 20.7% and 14.1%, respectively. The increase in the three month effective tax rates from the prior year period was primarily attributable to a decreased tax benefit from stock-based compensation deductions in the three months ended April 1, 2023.

For the three months ended April 1, 2023, the Company’s unrecognized tax benefits increased by $1.3 million to $24.5 million, primarily due to increases in research and development tax credit reserves. For the three months ended April 1, 2023, the amount of unrecognized income tax benefits that would impact the effective tax rate decreased by $0.9 million to $21.2 million for the same reasons discussed above. The accrued interest on unrecognized tax benefits was $1.6 million as of April 1, 2023. The Company estimates that it is reasonably possible that the unrecognized tax benefits will decrease by approximately $4 million over the next twelve-month period, primarily due to audit settlements and expiring statutes of limitations.

The Company’s prepaid and accrued tax positions are as follows:


	April 1, 2023		December 31, 2022		Affected Line Item in the Unaudited Condensed Consolidated Balance Sheets
	(in thousands)
Prepaid income tax	$	71,382	$	88,550	Other current assets
Accrued income taxes	38,420		39,854		Other current liabilities

The Company conducts business in a number of tax jurisdictions. As a result, it is subject to tax audits on a regular basis including, but not limited to, such major jurisdictions as the U.S., the U.K., China, France, Germany, and Canada. With few exceptions, the Company is no longer subject to U.S. and international income tax examinations for years before 2019.

The Company and certain of its subsidiaries have ongoing tax controversies in the U.S., Canada, France, and India. The Company does not anticipate resolution of these audits will have a material impact on its consolidated financial statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. COMMITMENTS AND CONTINGENCIES

Litigation

On February 16, 2023, the Company was informed by the U.S. Department of Justice (DOJ) that in conjunction with the U.S. Fish and Wildlife Service (USFWS), it had commenced an investigation into the Company’s conduct regarding several shipments of non-human primates from Cambodia. On February 17, 2023 the Company received a grand jury subpoena requesting certain documents related to such investigation. The Company is aware of a parallel civil investigation being undertaken by the DOJ and USFWS. The Company is cooperating with the DOJ and the USFWS and believes that the concerns raised with respect to the Company’s conduct are without merit. The Company maintains a global supplier onboarding and oversight program incorporating risk-based due diligence, auditing, and monitoring practices to help ensure the quality of our supplier relationships and compliance with applicable U.S. and international laws and regulations, and has operated under the belief that all shipments of non-human primates it received satisfied the material requirements, documentation and related processes and procedures of the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES) documentation and related processes and procedures, which guides the release of each import by USFWS. Notwithstanding our efforts and good-faith belief, in connection with the civil investigation, the Company has voluntarily suspended future shipments of non-human primates from Cambodia to the United States until such time that the Company and USFWS can agree upon and implement additional procedures to reasonably ensure that non-human primates imported from Cambodia are purpose-bred. The Company continues to care for the Cambodia-sourced non-human primates from certain recent shipments in the United States. The carrying value of the inventory related to these shipments is approximately $20 million. We are not able to predict what action, if any, might be taken in the future by the DOJ, USFWS or other governmental authorities as a result of the investigations. Neither the DOJ nor USFWS has provided the Company with any specific timeline or indication as to when these investigations or discussions regarding future processes and procedures will be concluded or resolved. Because it is in the early stages, the Company cannot predict the timing, outcome or possible impact of the investigations, including without limitation any potential fines, penalties or liabilities.

Aside from the matter above, the Company believes there are no other matters pending against the Company that could have a material impact on the Company’s business, financial condition, or results of operations.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

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