Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes of this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for fiscal year 2023. The following discussion contains forward-looking statements. Actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in Item 1A, “Risk Factors” included elsewhere within this Form 10-Q. Certain percentage changes may not recalculate due to rounding.
Overview
We are a leading, non-clinical global drug development partner with a mission to create healthier lives. For over 75 years, we have been in the business of providing the research models required in the research and development of new drugs, devices, and therapies. Over this time, we have built upon our original core competency of laboratory animal medicine and science (research model technologies) to develop a diverse portfolio of discovery and safety assessment services, both Good Laboratory Practice (GLP) and non-GLP, that supports our clients from target identification through non-clinical development. We also provide a suite of products and services to support our clients’ manufacturing activities. Utilizing our broad portfolio of products and services enables our clients to create a more efficient and flexible drug development model, which reduces their costs, enhances their productivity and effectiveness, and increases speed to market.
Our client base includes major global pharmaceutical companies, many biotechnology companies; agricultural and industrial chemical, life science, veterinary medicine, medical device, diagnostic and consumer product companies; contract research and contract manufacturing organizations; and other commercial entities, as well as leading hospitals, academic institutions, and government agencies around the world.
Segment Reporting
Our three reportable segments are Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Solutions (Manufacturing).
Our 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: Insourcing Solutions (IS), which provides colony management of our clients’ research operations (including recruitment, training, staffing, and management services) within our clients’ facilities as well as our own vivarium space, utilizing our Charles River Accelerator and Development Lab (CRADL), Genetically Engineered Models and Services (GEMS), which performs contract breeding and other services associated with genetically engineered models; and Research Animal Diagnostic Services (RADS), which provides health monitoring and diagnostics services related to research models; and Cell Solutions provides controlled, consistent, customized primary cells and blood components derived from normal and mobilized peripheral blood and bone marrow.
Our DSA segment is comprised of two businesses: Discovery Services and Safety Assessment. We provide 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 (non-animal) and in vivo (in research models) studies, laboratory support services, and strategic non-clinical consulting and program management to support product development.
Our Manufacturing reportable segment includes Microbial Solutions, which provides in vitro 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).
U.S. Government Investigations into the Non-Human Primate Supply Chain
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
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
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 shipments in the United States. The carrying value of the inventory related to these shipments is approximately $27 million as of March 30, 2024, which reflects the value of the shipments in accordance with our inventory accounting policy. On May 16, 2023, the Company received an inquiry from the Enforcement Division of the U.S. Securities and Exchange Commission (SEC) requesting it to voluntarily provide information, subsequently augmented with a document subpoena, primarily related to the sourcing of non-human primates, and the Company is cooperating with the request. We are not able to predict what action, if any, might be taken in the future by the DOJ, USFWS, SEC or other governmental authorities as a result of the investigations. None of the DOJ, USFWS or SEC has provided the Company with any specific timeline or indication as to when these investigations or, specific to the DOJ and USFWS, discussions regarding future processes and procedures, will be concluded or resolved. The Company cannot predict the timing, outcome or possible impact of the investigations, including without limitation any potential fines, penalties or liabilities. For our assessment of risk factors surrounding the aforementioned matter refer to Item 1A, “Risk Factors” and Item 3, “Legal Proceedings” of our Annual Report on Form 10-K for fiscal year 2023.
Recent Acquisitions
Our strategy is to augment internal growth of existing businesses with complementary acquisitions. Our recent acquisitions are described below.
Fiscal Year 2023 Acquisitions
On November 30, 2023, we completed our acquisition of an additional 41% equity interest of Noveprim Group (“Noveprim”), a leading provider of non-human primates (“NHPs”) used for biomedical, pharmaceutical and toxicological research purposes, resulting in a 90% controlling interest. The acquisition strengthens and diversifies the supply chain for our DSA segment. We had previously acquired a 49% equity stake in 2022 for $90.0 million up-front and additional future contingent payments up to $5.0 million based on future performance. The total preliminary purchase price for the Noveprim acquisition is $374.8 million, which includes $144.6 million additional cash paid for the 41% equity interest, elimination of historical activity and intercompany balances of $198.8 million which includes a remeasurement gain on the 49% equity investment of $103.2 million, contingent consideration of $33.3 million, deferred purchase price of $12.0 million payable from 2024 through 2027, offset by estimated post-closing adjustments for working capital of $13.8 million. The acquisition was funded through a combination of available cash and proceeds from our Credit Facility. This business is reported as part of our DSA reportable segment for NHPs vertically integrated into our Safety Assessment supply chain and the RMS reportable segment for NHPs sold to third party customers.
On January 27, 2023, we 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 purchase price of SAMDI was $62.8 million, inclusive of a 20% strategic equity interest previously owned by us. The acquisition was funded through a combination of available cash and proceeds from our Credit Facility. This business is reported as part of our DSA reportable segment.
Fiscal Quarters
Our 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.
Results of Operations
Consolidated Results of Operations and Liquidity
Revenue for the three months ended March 30, 2024 decreased $17.8 million, or 1.7%, to $1,011.6 million compared to $1,029.4 million in the corresponding period in 2023. The decrease in revenue was primarily due to our DSA business which experienced lower volume; partially offset by higher revenue within our RMS business, principally driven by the recent acquisition of Noveprim which sells large research models to third parties; higher revenue within our Manufacturing businesses, and the effect of changes in foreign currency exchange rates when compared to the corresponding three month period in 2023.
In the three months ended March 30, 2024, our operating income and operating income margin were $126.0 million and 12.5% respectively, compared with $167.9 million and 16.3%, respectively, in the corresponding of 2023. The decrease in operating income and operating income margin for the three months ended March 30, 2024 was primarily due to lower revenue described
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
above, higher staffing and operating costs across all businesses, and charges related to recent restructuring activities, including severance and asset impairments.
Net income attributable to common shareholders decreased to $73.0 million in the three months ended March 30, 2024, from $103.1 million in the corresponding period of 2023 due principally to the decrease in operating income described above, partially offset by higher net gains on investments compared to the corresponding period in fiscal 2023.
During the three months ended March 30, 2024, our cash flows from operations was $129.9 million compared with $109.4 million for the same period in 2023. The increase was driven by timing of vendor and supplier payments and improvements across our revenue related accounts, including trade receivables, deferred revenue, and customer deposits compared to the same period in 2023.
We have undertaken restructuring actions within all reportable segments at various locations across North America, Europe and Asia. This includes workforce right-sizing actions, resulting in severance and transition costs; and costs related to the consolidation of facilities, resulting in asset impairment and accelerated depreciation charges. Restructuring charges recognized during the three months ended March 30, 2024 were approximately $17 million, of which $8 million related to asset impairment and accelerated depreciation charges and $9 million related to severance charges. We expect that these effectuated actions as well as other upcoming planned actions will result in approximately $70 million of cost savings on an annualized basis.
Three Months Ended March 30, 2024 Compared to Three Months Ended April 1, 2023
Revenue and Operating Income
The following tables present consolidated revenue by type and by reportable segment:
| Three Months Ended | |||||||||||||||||||||||
| March 30, 2024 | April 1, 2023 | $ change | % change | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Service revenue | $ | 816,862 | $ | 857,366 | $ | (40,504) | (4.7) | % | |||||||||||||||
| Product revenue | 194,698 | 172,007 | 22,691 | 13.2 | % | ||||||||||||||||||
| Total revenue | $ | 1,011,560 | $ | 1,029,373 | $ | (17,813) | (1.7) | % |
| Three Months Ended | |||||||||||||||||||||||||||||
| March 30, 2024 | April 1, 2023 | $ change | % change | Impact of FX | |||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
| RMS | $ | 220,907 | $ | 199,766 | $ | 21,141 | 10.6 | % | (0.3) | % | |||||||||||||||||||
| DSA | 605,452 | 662,353 | (56,901) | (8.6) | % | 0.5 | % | ||||||||||||||||||||||
| Manufacturing | 185,201 | 167,254 | 17,947 | 10.7 | % | 0.3 | % | ||||||||||||||||||||||
| Total revenue | $ | 1,011,560 | $ | 1,029,373 | $ | (17,813) | (1.7) | % | 0.3 | % |
The following table presents operating income by reportable segment:
| Three Months Ended | |||||||||||||||||||||||||||||
| March 30, 2024 | April 1, 2023 | $ change | % change | Impact of FX | |||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
| RMS | $ | 43,149 | $ | 40,409 | $ | 2,740 | 6.8 | % | (0.6) | % | |||||||||||||||||||
| DSA | 114,839 | 171,431 | (56,592) | (33.0) | % | 0.1 | % | ||||||||||||||||||||||
| Manufacturing | 33,681 | 2,106 | 31,575 | 1,499.3 | % | 5.3 | % | ||||||||||||||||||||||
| Unallocated corporate | (65,692) | (46,054) | (19,638) | 42.6 | % | 0.3 | % | ||||||||||||||||||||||
| Total operating income | $ | 125,977 | $ | 167,892 | $ | (41,915) | (25.0) | % | (0.2) | % | |||||||||||||||||||
| Operating income % of revenue | 12.5 | % | 16.3 | % | (380) bps |
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
The following presents and discusses our consolidated financial results by each of our reportable segments:
RMS
| Three Months Ended | |||||||||||||||||||||||||||||
| March 30, 2024 | April 1, 2023 | $ change | % change | Impact of FX | |||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
| Revenue | $ | 220,907 | $ | 199,766 | $ | 21,141 | 10.6 | % | (0.3) | % | |||||||||||||||||||
| Cost of revenue (excluding amortization of intangible assets) | 140,925 | 126,804 | 14,121 | 11.1 | % | ||||||||||||||||||||||||
| Selling, general and administrative | 30,893 | 27,058 | 3,835 | 14.2 | % | ||||||||||||||||||||||||
| Amortization of intangible assets | 5,940 | 5,495 | 445 | 8.1 | % | ||||||||||||||||||||||||
| Operating income | $ | 43,149 | $ | 40,409 | $ | 2,740 | 6.8 | % | (0.6) | % | |||||||||||||||||||
| Operating income % of revenue | 19.5 | % | 20.2 | % | (70) bps |
RMS revenue increased $21.1 million due primarily to higher large research model product revenue, principally from the recent acquisition of Noveprim, which contributed $15.1 million, and higher small research models product and service revenues; partially offset by lower revenue in our Cell Solutions business and the effect of changes in foreign currency exchange rates.
RMS operating income increased $2.7 million compared to the corresponding period in 2023 principally due to the increase in revenue noted above. RMS operating income as a percentage of revenue for the three months ended March 30, 2024 was 19.5%, a decrease of 70 bps from 20.2% for the corresponding period in 2023, principally due to higher amortization related to acquisitions, including an inventory step up recorded in cost of revenue from the Noveprim acquisition, and higher site consolidation and asset impairment charges related to recent restructuring activities.
DSA
| Three Months Ended | |||||||||||||||||||||||||||||
| March 30, 2024 | April 1, 2023 | $ change | % change | Impact of FX | |||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
| Revenue | $ | 605,452 | $ | 662,353 | $ | (56,901) | (8.6) | % | 0.5 | % | |||||||||||||||||||
| Cost of revenue (excluding amortization of intangible assets) | 417,912 | 411,523 | 6,389 | 1.6 | % | ||||||||||||||||||||||||
| Selling, general and administrative | 56,859 | 61,998 | (5,139) | (8.3) | % | ||||||||||||||||||||||||
| Amortization of intangible assets | 15,842 | 17,401 | (1,559) | (9.0) | % | ||||||||||||||||||||||||
| Operating income | $ | 114,839 | $ | 171,431 | $ | (56,592) | (33.0) | % | 0.1 | % | |||||||||||||||||||
| Operating income % of revenue | 19.0 | % | 25.9 | % | (690) bps |
DSA revenue decreased $56.9 million due primarily to decreased revenue in our Safety Assessment and Discovery Services businesses due to decreased volume, as well as the impact of a recently divested site related to our Safety Assessment business, which decreased revenue by $2.9 million; partially offset by the effect of changes in foreign currency exchange rates.
DSA operating income decreased $56.6 million compared to the corresponding period in 2023. DSA operating income as a percentage of revenue for the three months ended March 30, 2024 was 19.0%, a decrease of (690) bps from 25.9% for the corresponding period in 2023. Operating income and operating income as a percentage of revenue decreased primarily due to the lower revenue described above, higher operating and staffing costs, and higher severance and impairment costs related to recent restructuring activities.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
Manufacturing
| Three Months Ended | |||||||||||||||||||||||||||||
| March 30, 2024 | April 1, 2023 | $ change | % change | Impact of FX | |||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
| Revenue | $ | 185,201 | $ | 167,254 | $ | 17,947 | 10.7 | % | 0.3 | % | |||||||||||||||||||
| Cost of revenue (excluding amortization of intangible assets) | 107,880 | 113,392 | (5,512) | (4.9) | % | ||||||||||||||||||||||||
| Selling, general and administrative | 32,847 | 39,736 | (6,889) | (17.3) | % | ||||||||||||||||||||||||
| Amortization of intangible assets | 10,793 | 12,020 | (1,227) | (10.2) | % | ||||||||||||||||||||||||
| Operating income | $ | 33,681 | $ | 2,106 | $ | 31,575 | 1,499.3 | % | 5.3 | % | |||||||||||||||||||
| Operating income % of revenue | 18.2 | % | 1.3 | % | 1,690 bps |
Manufacturing revenue increased $17.9 million due primarily to increased revenue in both our Biologics Solutions and Microbial Solutions businesses, driven by increased volume for Biologics Testing service revenue, CDMO service revenue, and Microbial Solutions endotoxin product revenue.
Manufacturing operating income increased $31.6 million compared to the corresponding period in 2023. Manufacturing operating income as a percentage of revenue for the three months ended March 30, 2024 was 18.2%, an increase of 1,690 bps from 1.3% for the corresponding period in 2023. Operating income and operating income as a percentage of revenue increased primarily due to the higher revenue described above, along with higher operating efficiencies, and the absence of certain costs incurred during the three months ended April 1, 2023, primarily an asset impairment charge related to our Biologics Solutions business, and legal costs from an environmental litigation related to the Microbial Solutions business.
Unallocated Corporate
| Three Months Ended | |||||||||||||||||||||||||||||
| March 30, 2024 | April 1, 2023 | $ change | % change | Impact of FX | |||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
| Unallocated corporate | $ | 65,692 | $ | 46,054 | $ | 19,638 | 42.6 | % | 0.3 | % | |||||||||||||||||||
| Unallocated corporate % of revenue | 6.5 | % | 4.5 | % | 200 bps |
Unallocated corporate costs consist of selling, general and administrative expenses that are not directly related or allocated to the reportable segments. The increase in unallocated corporate costs of $19.6 million, or 42.6%, compared to the corresponding period in 2023 is primarily related to higher variable compensation expenses and higher severance costs. Costs as a percentage of revenue for the three months ended March 30, 2024 were 6.5%, an increase of 200 bps from 4.5% for the corresponding period in 2023.
Other Income (Expense)
| Three Months Ended | |||||||||||||||||||||||
| March 30, 2024 | April 1, 2023 | $ change | % change | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income | $ | 2,202 | $ | 806 | $ | 1,396 | 173.2 | % | |||||||||||||||
| Interest expense | (35,001) | (34,380) | (621) | 1.8 | % | ||||||||||||||||||
| Other income (expense), net | 5,833 | (3,277) | 9,110 | (278.0) | % | ||||||||||||||||||
| Total other expense, net | $ | (26,966) | $ | (36,851) | $ | 9,885 | (26.8) | % |
Interest income for the three months ended March 30, 2024 was $2.2 million, an increase of $1.4 million, or 173.2%, driven primarily from higher interest rates.
Other income, net for the three months ended March 30, 2024 was $5.8 million, an increase of $9.1 million, or 278.0%, compared to Other expense, net of $3.3 million for the corresponding period in 2023. The increase was due primarily to venture capital investment gains of $8.2 million as compared to losses of $6.8 million in the corresponding period in 2023, partially offset by strategic equity investment losses of $2.3 million as compared to gains of $3.6 million in the corresponding period in 2023.
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
Income Taxes
| Three Months Ended | |||||||||||||||||||||||
| March 30, 2024 | April 1, 2023 | $ change | % change | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Provision for income taxes | $ | 24,529 | $ | 27,087 | $ | (2,558) | (9.4) | % | |||||||||||||||
| Effective tax rate | 24.8 | % | 20.7 | % | 410 bps |
Income tax expense for the three months ended March 30, 2024 was $24.5 million, a decrease of $2.6 million compared to $27.1 million for the corresponding period in 2023. Our effective tax rate was 24.8% for the three months ended March 30, 2024 compared to 20.7% for the corresponding period in 2023. The increase in our effective tax rate in the three months ended March 30, 2024 compared to the corresponding period in 2023 was primarily attributable to unfavorable tax effects from stock-based compensation deductions in the three months ended March 30, 2024.
Our global operations make the effective tax rate sensitive to significant tax law changes. Several countries where we operate have enacted legislation implementing the Organization for Economic Cooperation and Development’s (OECD) international tax framework, including the Pillar II global minimum tax rate with effect from January 1, 2024 or later. We continue to monitor future legislation, however, the tax expense accrued for the three months ended March 30, 2024, is not material to the unaudited consolidated financial statements.
Liquidity and Capital Resources
Liquidity and Cash Flows
We currently require cash to fund our working capital needs, capital expansion, acquisitions, and to pay our debt, lease, venture capital investment, and pension obligations. Our principal sources of liquidity have been our cash flows from operations, supplemented by long-term borrowings. Based on our current business plan, we believe that our existing funds, when combined with cash generated from operations and our access to financing resources, are sufficient to fund our operations for the foreseeable future.
The following table presents our cash, cash equivalents and short-term investments:
| March 30, 2024 | December 30, 2023 | ||||||||||
| (in thousands) | |||||||||||
| Cash and cash equivalents: | |||||||||||
| Held in U.S. entities | $ | 15,876 | $ | 2,234 | |||||||
| Held in non-U.S. entities | 311,163 | 274,537 | |||||||||
| Total cash and cash equivalents | 327,039 | 276,771 | |||||||||
| Short-term investments: | |||||||||||
| Held in non-U.S. entities | 10,065 | 68 | |||||||||
| Total cash, cash equivalents and short-term investments | $ | 337,104 | $ | 276,839 |
The following table presents our net cash provided by operating activities:
| Three Months Ended | |||||||||||
| March 30, 2024 | April 1, 2023 | ||||||||||
| (in thousands) | |||||||||||
| Net income | $ | 74,482 | $ | 103,954 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities | 103,498 | 97,373 | |||||||||
| Changes in assets and liabilities | (48,092) | (91,944) | |||||||||
| Net cash provided by operating activities | $ | 129,888 | $ | 109,383 |
Net cash provided by cash flows from operating activities represents the cash receipts and disbursements related to all of our activities other than investing and financing activities. Operating cash flow is derived by adjusting our net income for (1) non-cash operating items such as depreciation and amortization, stock-based compensation, loss on debt extinguishment and other financing costs, deferred income taxes, gains and/or losses on venture capital and strategic equity investments, gains and/or losses on divestitures, contingent consideration, as well as (2) changes in operating assets and liabilities, which reflect timing differences between the receipt and payment of cash associated with transactions and when they are recognized in our results of operations. For the three months ended March 30, 2024, compared to the three months ended April 1, 2023, the increase in net cash provided by operating activities was primarily driven by timing of vendor and supplier payments and improvements across
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
our revenue related accounts, including trade receivables, deferred revenue, and customer deposits compared to the same period in 2023.
The following table presents our net cash used in investing activities:
| Three Months Ended | |||||||||||
| March 30, 2024 | April 1, 2023 | ||||||||||
| (in thousands) | |||||||||||
| Acquisition of businesses and assets, net of cash acquired | $ | — | $ | (50,166) | |||||||
| Capital expenditures | (79,144) | (106,875) | |||||||||
| Investments, net | (6,365) | (10,617) | |||||||||
| Other, net | (283) | (960) | |||||||||
| Net cash used in investing activities | $ | (85,792) | $ | (168,618) |
For the three months ended March 30, 2024, the primary use of cash used in investing activities related to capital expenditures to support the growth of the business and investments in certain venture capital and strategic equity investments.
For the three months ended April 1, 2023, the primary use of cash used in investing activities related to capital expenditures to support the growth of the business, the acquisition of SAMDI, and investments in certain venture capital and strategic equity investments.
The following table presents our net cash provided by financing activities:
| Three Months Ended | |||||||||||
| March 30, 2024 | April 1, 2023 | ||||||||||
| (in thousands) | |||||||||||
| Proceeds from long-term debt and revolving credit facility | $ | 300,882 | $ | 192,500 | |||||||
| Proceeds from exercises of stock options | 21,505 | 11,792 | |||||||||
| Payments on long-term debt, revolving credit facility, and finance lease obligations | (292,482) | (157,328) | |||||||||
| Purchase of treasury stock | (9,351) | (19,012) | |||||||||
| Payment of contingent considerations | — | (2,711) | |||||||||
| Other, net | (2,208) | — | |||||||||
| Net cash provided by financing activities | $ | 18,346 | $ | 25,241 |
For the three months ended March 30, 2024, net cash provided by financing activities was primarily driven by the following activity:
-
Net proceeds of $4.3 million from our Credit Facility
-
Net proceeds from exercises of employee stock options of $21.5 million
-
Treasury stock purchases of $9.4 million made due to the netting of common stock upon vesting of stock-based awards in order to satisfy individual statutory tax withholding requirements
-
Dividend payments of $2.2 million to noncontrolling interests
For the three months ended April 1, 2023, net cash provided by financing activities was primarily driven by the following activity:
-
Net proceeds of $35.2 million from our Credit Facility
-
Net proceeds from exercises of employee stock options of $11.8 million
-
Treasury stock purchases of $19.0 million made due to the netting of common stock upon vesting of stock-based awards in order to satisfy individual statutory tax withholding requirements, and
-
Contingent consideration payments of $2.7 million
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
Financing and Market Risk
We are exposed to market risk from changes in interest rates and currency exchange rates, which could affect our future results of operations and financial condition. We manage our exposure to these risks through our regular operating and financing activities.
Amounts outstanding under our Credit Facility and our Senior Notes were as follows:
| March 30, 2024 | December 30, 2023 | ||||||||||
| (in thousands) | |||||||||||
| Revolving facility | $ | 1,133,000 | $ | 1,129,243 | |||||||
| 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 | |||||||||
| Total | $ | 2,633,000 | $ | 2,629,243 |
The interest rates applicable to the Credit Facility are equal to (A) for revolving loans denominated in U.S. dollars, at our option, either the base rate (which is the higher of (1) the prime rate, (2) the federal funds rate plus 0.50%, or (3) the one-month adjusted term SOFR rate plus 1%) or the adjusted term SOFR rate, (B) for revolving loans denominated in euros, the adjusted EURIBOR rate and (C) for revolving loans denominated in sterling, the daily simple SONIA rate, in each case, plus an interest rate margin based upon our leverage ratio.
We have an interest rate swap with a notional amount of $500 million to manage interest rate fluctuation related to our floating rate borrowings under the Credit Facility, at a fixed rate of 4.65% on our swap maturing November 2, 2024.
Our off-balance sheet commitments related to our outstanding letters of credit as of March 30, 2024 and December 30, 2023 were $21.2 million and $21.6 million, respectively.
Foreign Currency Exchange Rate Risk
We operate on a global basis and have exposure to foreign currency exchange rate fluctuations for our financial position, results of operations, and cash flows.
While the financial results of our global activities are reported in U.S. dollars, our foreign subsidiaries typically conduct their operations in their respective local currency. The principal functional currencies of the Company’s foreign subsidiaries are the Euro, British Pound and Canadian Dollar. During the three months ended March 30, 2024, the most significant drivers of foreign currency translation adjustment the Company recorded as part of Other comprehensive income (loss) were the Euro, Mauritian Rupee, Swedish Krona, and Canadian Dollar.
Fluctuations in the foreign currency exchange rates of the countries in which we do business will affect our financial position, results of operations, and cash flows. As the U.S. dollar strengthens against other currencies, the value of our non-U.S. revenue, expenses, assets, liabilities, and cash flows will generally decline when reported in U.S. dollars. The impact to net income as a result of a U.S. dollar strengthening will be partially mitigated by the value of non-U.S. expenses, which will decline when reported in U.S. dollars. As the U.S. dollar weakens versus other currencies, the value of the non-U.S. revenue, expenses, assets, liabilities, and cash flows will generally increase when reported in U.S. dollars. For the three months ended March 30, 2024, our revenue would have decreased by $32.8 million, and our operating income would have decreased by $2.4 million, if the U.S. dollar exchange rate had strengthened by 10%, with all other variables held constant.
We attempt to minimize this exposure by using certain financial instruments in accordance with our overall risk management and our hedge policy. We do not enter into speculative derivative agreements.
Repurchases of Common Stock
During the three months ended March 30, 2024, we did not repurchase any shares under our authorized stock repurchase program. As of March 30, 2024, we had $129.1 million remaining on the authorized $1.3 billion stock repurchase program. Our stock-based compensation plans permit the netting of common stock upon vesting of restricted stock, restricted stock units, and performance share units in order to satisfy individual statutory tax withholding requirements. During the three months ended March 30, 2024, we acquired 0.1 million shares for $9.4 million through such netting.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements prepared in accordance with generally accepted accounting principles in the U.S. The preparation of these financial statements requires us to make certain estimates and assumptions that may affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses during the reported periods, and the related disclosures. These estimates and
CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
assumptions are monitored and analyzed by us for changes in facts and circumstances, and material changes in these estimates could occur in the future. We base our estimates on our historical experience, trends in the industry, and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions.
We believe that the application of our accounting policies, each of which require significant judgments and estimates on the part of management, are the most critical to aid in fully understanding and evaluating our reported financial results. Our significant accounting policies are more fully described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for fiscal year 2023. There have been no changes in the Company’s critical accounting policies during the three months ended March 30, 2024.
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements please refer to Note 1, “Basis of Presentation,” in this Quarterly Report on Form 10-Q. Other than as discussed in Note 1, “Basis of Presentation,” we did not adopt any other new accounting pronouncements during the three months ended March 30, 2024 that had a significant effect on our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
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