(Mark One) | |
ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED MARCH 30, 2013 | |
OR | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO |
Delaware | 06-1397316 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
251 Ballardvale Street Wilmington, Massachusetts (Address of Principal Executive Offices) | 01887 (Zip Code) |
Large accelerated filer ý | Accelerated filer o | Non-accelerated filer o (Do not check if smaller reporting company) | Smaller reporting company o |
Page | |||
Part I. | Financial Information | ||
Item 1. | Financial Statements | ||
Condensed Consolidated Statements of Income (Unaudited) for the three months ended March 30, 2013 and March 31, 2012 | |||
Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended March 30, 2013 and March 31, 2012 | |||
Condensed Consolidated Balance Sheets (Unaudited) as of March 30, 2013 and December 29, 2012 | |||
Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 30, 2013 and March 31, 2012 | |||
Condensed Consolidated Statement of Changes in Equity (Unaudited) for the three months ended March 30, 2013 | |||
Notes to Condensed Consolidated Interim Financial Statements | |||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | ||
Item 3. | Quantitative and Qualitative Disclosure About Market Risk | ||
Item 4. | Controls and Procedures | ||
Part II. | Other Information | ||
Item 1A. | Risk Factors | ||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | ||
Item 6. | Exhibits |
Three Months Ended | |||||||
March 30, 2013 | March 31, 2012 | ||||||
Net sales related to products | $ | 126,287 | $ | 126,214 | |||
Net sales related to services | 164,951 | 159,767 | |||||
Net sales | 291,238 | 285,981 | |||||
Costs and expenses | |||||||
Cost of products sold | 66,033 | 64,945 | |||||
Cost of services provided | 120,994 | 116,824 | |||||
Selling, general and administrative | 57,199 | 55,977 | |||||
Amortization of other intangibles | 4,249 | 4,495 | |||||
Operating income | 42,763 | 43,740 | |||||
Other income (expense) | |||||||
Interest income | 97 | 185 | |||||
Interest expense | (8,280 | ) | (8,435 | ) | |||
Other, net | 1,068 | (344 | ) | ||||
Income from continuing operations, before income taxes | 35,648 | 35,146 | |||||
Provision for income taxes | 9,722 | 8,676 | |||||
Income from continuing operations, net of income taxes | 25,926 | 26,470 | |||||
Income (loss) from discontinued operations, net of taxes | (155 | ) | 77 | ||||
Net income | 25,771 | 26,547 | |||||
Less: Net income attributable to noncontrolling interests | (193 | ) | (108 | ) | |||
Net income attributable to common shareowners | $ | 25,578 | $ | 26,439 | |||
Earnings per common share | |||||||
Basic: | |||||||
Continuing operations attributable to common shareowners | $ | 0.54 | $ | 0.55 | |||
Discontinued operations | $ | — | $ | — | |||
Net income attributable to common shareowners | $ | 0.54 | $ | 0.55 | |||
Diluted: | |||||||
Continuing operations attributable to common shareowners | $ | 0.53 | $ | 0.54 | |||
Discontinued operations | $ | — | $ | — | |||
Net income attributable to common shareowners | $ | 0.53 | $ | 0.54 |
March 30, 2013 | March 31, 2012 | ||||||
Net income | $ | 25,771 | $ | 26,547 | |||
Foreign currency translation adjustment | (19,933 | ) | 6,780 | ||||
Unrealized gains (losses) on marketable securities: | |||||||
Unrealized gains (losses) for the period | — | 209 | |||||
Add: reclassification adjustment for losses included in net income | — | 712 | |||||
Defined benefit plan gains (losses) and prior service costs not yet recognized as components of net periodic pension cost: | |||||||
Amortization of prior service costs and net gains and losses (Note 10) | 737 | 661 | |||||
Comprehensive income, before tax | 6,575 | 34,909 | |||||
Income tax expense related to items of other comprehensive income | 904 | 261 | |||||
Comprehensive income, net of tax | 5,671 | 34,648 | |||||
Less: comprehensive income related to noncontrolling interests | (229 | ) | (126 | ) | |||
Comprehensive income attributable to common shareholders | $ | 5,442 | $ | 34,522 |
March 30, 2013 | December 29, 2012 | ||||||
Assets | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 100,422 | $ | 109,685 | |||
Trade receivables, net | 213,540 | 203,001 | |||||
Inventories | 84,959 | 88,470 | |||||
Other current assets | 92,993 | 83,601 | |||||
Current assets of discontinued businesses | 705 | 495 | |||||
Total current assets | 492,619 | 485,252 | |||||
Property, plant and equipment, net | 707,053 | 717,020 | |||||
Goodwill, net | 227,082 | 208,609 | |||||
Other intangibles, net | 95,035 | 84,922 | |||||
Deferred tax asset | 29,857 | 38,554 | |||||
Other assets | 48,985 | 48,659 | |||||
Long-term assets of discontinued businesses | 3,177 | 3,328 | |||||
Total assets | $ | 1,603,808 | $ | 1,586,344 | |||
Liabilities and Equity | |||||||
Current liabilities | |||||||
Current portion of long-term debt and capital leases | $ | 130,851 | $ | 139,384 | |||
Accounts payable | 31,277 | 31,218 | |||||
Accrued compensation | 43,620 | 46,951 | |||||
Deferred revenue | 53,187 | 56,422 | |||||
Accrued liabilities | 48,078 | 45,208 | |||||
Other current liabilities | 21,166 | 21,262 | |||||
Current liabilities of discontinued businesses | 2,633 | 1,802 | |||||
Total current liabilities | 330,812 | 342,247 | |||||
Long-term debt and capital leases | 518,035 | 527,136 | |||||
Other long-term liabilities | 106,969 | 104,966 | |||||
Long-term liabilities of discontinued businesses | 8,126 | 8,795 | |||||
Total liabilities | 963,942 | 983,144 | |||||
Commitments and contingencies | |||||||
Redeemable noncontrolling interest | 9,038 | — | |||||
Shareowners' equity | |||||||
Preferred stock, $0.01 par value; 20,000,000 shares authorized; no shares issued and outstanding | — | — | |||||
Common stock, $0.01 par value; 120,000,000 shares authorized; 80,763,440 issued and 49,106,698 shares outstanding at March 30, 2013 and 79,607,981 issued and 48,220,037 shares outstanding at December 29, 2012 | 807 | 796 | |||||
Capital in excess of par value | 2,130,266 | 2,097,316 | |||||
Accumulated deficit | (342,723 | ) | (368,301 | ) | |||
Treasury stock, at cost, 31,656,742 shares and 31,387,944 shares at March 30, 2013 and December 29, 2012, respectively | (1,146,538 | ) | (1,135,609 | ) | |||
Accumulated other comprehensive income | (13,533 | ) | 6,603 | ||||
Total shareowners' equity | 628,279 | 600,805 | |||||
Noncontrolling interests | 2,549 | 2,395 | |||||
Total equity | 639,866 | 603,200 | |||||
Total liabilities and equity | $ | 1,603,808 | $ | 1,586,344 |
Three Months Ended | |||||||
March 30, 2013 | March 31, 2012 | ||||||
Cash flows relating to operating activities | |||||||
Net income | $ | 25,771 | $ | 26,547 | |||
Less: Income (loss) from discontinued operations | (155 | ) | 77 | ||||
Income from continuing operations | 25,926 | 26,470 | |||||
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities: | |||||||
Depreciation and amortization | 20,010 | 20,002 | |||||
Amortization of debt issuance costs and discounts | 4,557 | 4,345 | |||||
Non-cash compensation | 5,904 | 5,266 | |||||
Deferred income taxes | 6,734 | 5,740 | |||||
Other, net | 772 | 1,535 | |||||
Changes in assets and liabilities: | |||||||
Trade receivables | (14,234 | ) | (19,881 | ) | |||
Inventories | 2,922 | 3,312 | |||||
Other assets | (4,775 | ) | (462 | ) | |||
Accounts payable | (5,038 | ) | (2,187 | ) | |||
Accrued compensation | (2,651 | ) | (1,659 | ) | |||
Deferred revenue | (3,888 | ) | 963 | ||||
Accrued liabilities | 1,827 | (5,114 | ) | ||||
Taxes payable and prepaid taxes | (6,938 | ) | (7,320 | ) | |||
Other liabilities | (1,151 | ) | (5,733 | ) | |||
Net cash provided by operating activities | 29,977 | 25,277 | |||||
Cash flows relating to investing activities | |||||||
Acquisition of businesses, net of cash acquired | (24,141 | ) | — | ||||
Capital expenditures | (6,429 | ) | (14,112 | ) | |||
Purchases of investments | (3,847 | ) | (4,694 | ) | |||
Proceeds from sale of investments | 5,589 | 14,555 | |||||
Other, net | 46 | 973 | |||||
Net cash used in investing activities | (28,782 | ) | (3,278 | ) | |||
Cash flows relating to financing activities | |||||||
Proceeds from long-term debt and revolving credit agreement | 32,803 | 28,000 | |||||
Proceeds from exercises of stock options and warrants | 25,148 | 2,715 | |||||
Payments on long-term debt, capital lease obligation and revolving credit agreement | (54,902 | ) | (46,566 | ) | |||
Purchase of treasury stock | (11,229 | ) | (15,246 | ) | |||
Other, net | 1,670 | 462 | |||||
Net cash used in financing activities | (6,510 | ) | (30,635 | ) | |||
Discontinued operations | |||||||
Net cash used in operating activities | (3 | ) | — | ||||
Net cash provided by discontinued operations | (3 | ) | — | ||||
Effect of exchange rate changes on cash and cash equivalents | (3,945 | ) | 762 | ||||
Net change in cash and cash equivalents | (9,263 | ) | (7,874 | ) | |||
Cash and cash equivalents, beginning of period | 109,685 | 68,905 | |||||
Cash and cash equivalents, end of period | $ | 100,422 | $ | 61,031 | |||
Supplemental cash flow information | |||||||
Capitalized interest | $ | 64 | $ | 191 |
Total | Accumulated (Deficit) Earnings | Accumulated Other Comprehensive Income | Common Stock | Capital in Excess of Par | Treasury Stock | Non-controlling Interests | |||||||||||||||||||||
December 29, 2012 | $ | 603,200 | $ | (368,301 | ) | $ | 6,603 | $ | 796 | $ | 2,097,316 | $ | (1,135,609 | ) | $ | 2,395 | |||||||||||
Components of comprehensive income, net of tax: | |||||||||||||||||||||||||||
Net income | 25,771 | 25,578 | 193 | ||||||||||||||||||||||||
Other comprehensive loss | (20,100 | ) | (20,136 | ) | 36 | ||||||||||||||||||||||
Total comprehensive income | 5,671 | 229 | |||||||||||||||||||||||||
Redeemable noncontrolling interest acquired in business combination | 8,963 | 8,963 | |||||||||||||||||||||||||
Tax benefit associated with stock issued under employee compensation plans | 1,794 | 1,794 | |||||||||||||||||||||||||
Issuance of stock under employee compensation plans | 25,263 | 11 | 25,252 | ||||||||||||||||||||||||
Acquisition of treasury shares | (10,929 | ) | — | (10,929 | ) | ||||||||||||||||||||||
Stock-based compensation | 5,904 | 5,904 | |||||||||||||||||||||||||
March 30, 2013 | $ | 639,866 | $ | (342,723 | ) | $ | (13,533 | ) | $ | 807 | $ | 2,130,266 | $ | (1,146,538 | ) | $ | 11,587 |
1. | BASIS OF PRESENTATION |
Three Months Ended | |||||||
March 30, 2013 | March 31, 2012 | ||||||
Balance, beginning of period | $ | 3,636 | $ | 3,374 | |||
Expense | 297 | 911 | |||||
Payments/utilization | (498 | ) | (608 | ) | |||
Balance, end of period | $ | 3,435 | $ | 3,677 |
Three Months Ended | |||||||
March 30, 2013 | March 31, 2012 | ||||||
Severance charges included in cost of sales | $ | 227 | $ | — | |||
Severance charges included in selling, general and administrative expense | 70 | 911 | |||||
Total expense | $ | 297 | $ | 911 |
Three Months Ended | |||||||
March 30, 2013 | March 31, 2012 | ||||||
Research models and services | $ | 86 | $ | — | |||
Preclinical services | 211 | 911 | |||||
Corporate | — | — | |||||
Total expense | $ | 297 | $ | 911 |
March 30, 2013 | December 29, 2012 | ||||||
Client receivables | $ | 183,362 | $ | 174,774 | |||
Unbilled revenue | 34,674 | 32,494 | |||||
Total | 218,036 | 207,268 | |||||
Less allowance for doubtful accounts | (4,496 | ) | (4,267 | ) | |||
Net trade receivables | $ | 213,540 | $ | 203,001 |
March 30, 2013 | December 29, 2012 | ||||||
Raw materials and supplies | $ | 13,952 | $ | 14,525 | |||
Work in process | 10,309 | 11,082 | |||||
Finished products | 60,698 | 62,863 | |||||
Inventories | $ | 84,959 | $ | 88,470 |
March 30, 2013 | December 29, 2012 | ||||||
Prepaid assets | $ | 24,033 | $ | 20,404 | |||
Deferred tax asset | 30,477 | 30,018 | |||||
Marketable securities | 6,846 | 6,781 | |||||
Prepaid income tax | 31,408 | 26,169 | |||||
Restricted cash | 229 | 229 | |||||
Other current assets | $ | 92,993 | $ | 83,601 |
March 30, 2013 | December 29, 2012 | ||||||
Land | $ | 40,344 | $ | 40,812 | |||
Buildings | 687,309 | 697,547 | |||||
Machinery and equipment | 356,629 | 356,960 | |||||
Leasehold improvements | 35,542 | 34,916 | |||||
Furniture and fixtures | 24,766 | 25,681 | |||||
Vehicles | 3,848 | 3,736 | |||||
Computer hardware and software | 109,374 | 107,171 | |||||
Construction in progress | 46,320 | 46,186 | |||||
Total | 1,304,132 | 1,313,009 | |||||
Less accumulated depreciation | (597,079 | ) | (595,989 | ) | |||
Net property, plant and equipment | $ | 707,053 | $ | 717,020 |
March 30, 2013 | December 29, 2012 | ||||||
Deferred financing costs | $ | 5,696 | $ | 6,424 | |||
Cash surrender value of life insurance policies | 24,316 | 25,240 | |||||
Equity-method affiliates | 8,402 | 8,492 | |||||
Other assets | 10,571 | 8,503 | |||||
Other assets | $ | 48,985 | $ | 48,659 |
March 30, 2013 | December 29, 2012 | ||||||
Accrued income taxes | $ | 16,084 | $ | 18,216 | |||
Current deferred tax liability | 418 | 410 | |||||
Accrued interest and other | 4,664 | 2,636 | |||||
Other current liabilities | $ | 21,166 | $ | 21,262 |
March 30, 2013 | December 29, 2012 | ||||||
Deferred tax liability | $ | 16,163 | $ | 13,147 | |||
Long-term pension liability | 41,417 | 44,316 | |||||
Accrued Executive Supplemental Life Insurance Retirement Plan and Deferred Compensation Plan | 28,211 | 26,663 | |||||
Other long-term liabilities | 21,178 | 20,840 | |||||
Other long-term liabilities | $ | 106,969 | $ | 104,966 |
March 30, 2013 | |||||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
Time deposits | $ | 6,846 | $ | — | $ | — | $ | 6,846 | |||||||
$ | 6,846 | $ | — | $ | — | $ | 6,846 |
December 29, 2012 | |||||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
Time deposits | $ | 6,781 | $ | — | $ | — | $ | 6,781 | |||||||
$ | 6,781 | $ | — | $ | — | $ | 6,781 |
March 30, 2013 | December 29, 2012 | ||||||||||||||
Amortized Cost | Fair Value | Amortized Cost | Fair Value | ||||||||||||
Due less than one year | $ | 6,846 | $ | 6,846 | $ | 6,781 | $ | 6,781 | |||||||
Due after one year through five years | — | — | — | — | |||||||||||
Due after ten years | — | — | — | — | |||||||||||
$ | 6,846 | $ | 6,846 | $ | 6,781 | $ | 6,781 |
• | Time deposits—Valued at their ending balances as reported by the financial institutions that hold our securities, which approximates fair value. |
• | Life policies—Valued at cash surrender value based on fair value of underlying investments. |
• | Hedge contract—Valued at fair value by management based on our foreign exchange rates and forward points provided by banks. |
• | Redeemable noncontrolling interest—Valued based on actual and projected financial data and market multiples for similar business acquisition transactions. For the quarter ended March 30, 2013, management considered the recent purchase price paid for 75% of Vital River of $26,890 in January 2013 to calculate the fair value of the 25% not owned by the Company (i.e. the redeemable noncontrolling interest). Management considered the length of time elapsed since the acquisition in arriving at fair value. |
• | Long-term debt—Disclosed fair valued based on current market pricing for similar debt. |
Fair Value Measurements at March 30, 2013 | |||||||||||||||
Quoted Prices in Active Markets for Identical Assets Level 1 | Significant Other Observable Inputs Level 2 | Significant Unobservable Inputs Level 3 | Assets and Liabilities at Fair Value | ||||||||||||
Time deposits | $ | — | $ | 6,846 | $ | — | $ | 6,846 | |||||||
Life policies | — | 18,599 | — | 18,599 | |||||||||||
Total assets measured at fair value | $ | — | $ | 25,445 | $ | — | $ | 25,445 | |||||||
Redeemable noncontrolling interest | — | — | 9,038 | 9,038 | |||||||||||
Total liabilities measured at fair value | $ | — | $ | — | $ | 9,038 | $ | 9,038 |
Fair Value Measurements at December 29, 2012 | |||||||||||||||
Quoted Prices in Active Markets for Identical Assets Level 1 | Significant Other Observable Inputs Level 2 | Significant Unobservable Inputs Level 3 | Assets and Liabilities at Fair Value | ||||||||||||
Time deposits | $ | — | $ | 6,781 | $ | — | $ | 6,781 | |||||||
Life policies | — | 19,555 | — | 19,555 | |||||||||||
Hedge contract | — | 16 | — | 16 | |||||||||||
Total assets measured at fair value | $ | — | $ | 26,352 | $ | — | $ | 26,352 | |||||||
Redeemable noncontrolling interest | — | — | — | — | |||||||||||
Total liabilities measured at fair value | $ | — | $ | — | $ | — | $ | — |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | |||||||
Three Months Ended | |||||||
Redeemable Noncontrolling Interest (Liability) | March 30, 2013 | March 31, 2012 | |||||
Beginning balance | $ | — | $ | — | |||
Transfers in and/or out of Level 3 | — | — | |||||
Total gains or losses (realized/unrealized): | |||||||
Included in other income (expense) | 38 | — | |||||
Included in other comprehensive income | 37 | — | |||||
Purchases, issuances and settlements | 8,963 | — | |||||
Ending balance | $ | 9,038 | $ | — |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | |||||||
Three Months Ended | |||||||
Auction rate securities (Asset) | March 30, 2013 | March 31, 2012 | |||||
Beginning balance | $ | — | $ | 11,051 | |||
Transfers in and/or out of Level 3 | — | — | |||||
Total gains or losses (realized/unrealized): | |||||||
Included in other income (expense) | — | (712 | ) | ||||
Included in other comprehensive income | — | 921 | |||||
Purchases, issuances and settlements | — | (11,260 | ) | ||||
Ending balance | $ | — | $ | — |
March 30, 2013 | December 29, 2012 | ||||||||||||||
Gross Carrying Amount | Accumulated Amortization & Impairment Loss | Gross Carrying Amount | Accumulated Amortization & Impairment Loss | ||||||||||||
Backlog | $ | 2,839 | $ | (2,380 | ) | $ | 2,875 | $ | (2,375 | ) | |||||
Client relationships | 311,606 | (229,207 | ) | 305,178 | (231,902 | ) | |||||||||
Client contracts | 14,547 | (14,547 | ) | 15,366 | (15,366 | ) | |||||||||
Trademarks and trade names | 5,368 | (4,855 | ) | 5,326 | (4,821 | ) | |||||||||
Standard operating procedures | 2,749 | (1,019 | ) | 2,751 | (863 | ) | |||||||||
Other identifiable intangible assets | 10,275 | (3,779 | ) | 10,033 | (4,718 | ) | |||||||||
Total other intangible assets | $ | 347,384 | $ | (255,787 | ) | $ | 341,529 | $ | (260,045 | ) |
Adjustments to Goodwill | ||||||||||||||||
December 29, 2012 | Acquisitions | Foreign Exchange | March 30, 2013 | |||||||||||||
Research Models and Services | ||||||||||||||||
Gross carrying amount | $ | 63,139 | $ | 19,687 | $ | (181 | ) | $ | 82,645 | |||||||
Preclinical Services | ||||||||||||||||
Gross carrying amount | 1,150,470 | — | (1,033 | ) | 1,149,437 | |||||||||||
Accumulated impairment loss | (1,005,000 | ) | (1,005,000 | ) | ||||||||||||
Total | ||||||||||||||||
Gross carrying amount | $ | 1,213,609 | $ | 19,687 | $ | (1,214 | ) | $ | 1,232,082 | |||||||
Accumulated impairment loss | (1,005,000 | ) | (1,005,000 | ) | ||||||||||||
Goodwill, net | $ | 208,609 | $ | 227,082 |
March 30, 2013 | December 29, 2012 | ||||||
2.25% Senior convertible debentures: | |||||||
Principal | $ | 349,995 | $ | 349,995 | |||
Unamortized debt discount | (2,897 | ) | (6,726 | ) | |||
Net carrying amount of senior convertible debentures | 347,098 | 343,269 | |||||
Term loan facilities | 269,775 | 290,947 | |||||
Revolving credit facility | 31,000 | 32,000 | |||||
Other long-term debt | 305 | 232 | |||||
Total debt | 648,178 | 666,448 | |||||
Less: current portion of long-term debt | (130,664 | ) | (139,373 | ) | |||
Long-term debt | $ | 517,514 | $ | 527,075 |
Twelve Months Ending | |||
March 2014 | $ | 131,534 | |
March 2015 | 48,709 | ||
March 2016 | 59,950 | ||
March 2017 | 410,882 | ||
March 2018 | — | ||
Total | $ | 651,075 |
Three Months Ended | |||||||
March 30, 2013 | March 31, 2012 | ||||||
Numerator: | |||||||
Income from continuing operations for purposes of calculating earnings per share | $ | 25,733 | $ | 26,362 | |||
Income (loss) from discontinued businesses | (155 | ) | $ | 77 | |||
Denominator: | |||||||
Weighted-average shares outstanding—Basic | 47,658,995 | 48,254,950 | |||||
Effect of dilutive securities: | |||||||
2.25% senior convertible debentures | — | — | |||||
Stock options and contingently issued restricted stock | 777,054 | 516,793 | |||||
Weighted-average shares outstanding—Diluted | 48,436,049 | 48,771,743 | |||||
Basic earnings per share from continuing operations attributable to common shareowners | $ | 0.54 | $ | 0.55 | |||
Basic earnings per share from discontinued operations attributable to common shareowners | $ | — | $ | — | |||
Diluted earnings per share from continuing operations attributable to common shareowners | $ | 0.53 | $ | 0.54 | |||
Diluted earnings per share from discontinued operations attributable to common shareowners | $ | — | $ | — |
Three Months Ended | |||||||
March 30, 2013 | March 31, 2012 | ||||||
Number of shares of common stock repurchased | 268,798 | 430,343 | |||||
Total cost of repurchase | $ | 10,929 | $ | 15,480 |
Three Months Ended | |||||||
March 30, 2013 | March 31, 2012 | ||||||
Income from continuing operations before income taxes | $ | 35,648 | $ | 35,146 | |||
Effective tax rate | 27.3 | % | 24.7 | % | |||
Provision (benefit) for income taxes | $ | 9,722 | $ | 8,676 |
Pension Benefits | Supplemental Retirement Benefits | ||||||||||||||
March 30, 2013 | March 31, 2012 | March 30, 2013 | March 31, 2012 | ||||||||||||
Service cost | $ | 847 | $ | 979 | $ | 161 | $ | 160 | |||||||
Interest cost | 2,810 | 2,811 | 177 | 223 | |||||||||||
Expected return on plan assets | (3,656 | ) | (3,430 | ) | — | — | |||||||||
Amortization of prior service cost (credit) | (150 | ) | (151 | ) | 165 | 165 | |||||||||
Amortization of net loss (gain) | 690 | 582 | 63 | 65 | |||||||||||
Net periodic benefit cost | $ | 541 | $ | 791 | $ | 566 | $ | 613 |
March 30, 2013 | March 31, 2012 | ||||||
Stock-based compensation expense included in: | |||||||
Cost of sales | $ | 1,369 | $ | 1,448 | |||
Selling and administration | 4,535 | 3,818 | |||||
Stock-based compensation, before income taxes | 5,904 | 5,266 | |||||
Provision for income taxes | (2,043 | ) | (1,884 | ) | |||
Stock-based compensation, net of tax | $ | 3,861 | $ | 3,382 |
March 30, 2013 | March 31, 2012 | ||||||
Expected life (in years) | 4.2 years | 4.5 years | |||||
Expected volatility | 32.7 | % | 35.0 | % | |||
Risk-free interest rate | 0.81 | % | 0.84 | % | |||
Expected dividend yield | 0 | % | 0 | % | |||
Weighted-average grant date fair value | $ | 11.15 | $ | 11.02 |
Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value | |||||||||
Options outstanding as of December 29, 2012 | 5,860,403 | $ | 39.11 | |||||||||
Options granted | 564,629 | $ | 40.40 | |||||||||
Options exercised | (800,097 | ) | $ | 31.58 | ||||||||
Options canceled | (13,021 | ) | $ | 44.03 | ||||||||
Options outstanding as of March 30, 2013 | 5,611,914 | $ | 40.31 | 3.40 years | $ | 32,445 | ||||||
Options exercisable as of March 30, 2013 | 3,944,595 | $ | 41.31 | 2.45 years | $ | 21,884 |
Restricted Stock | Weighted Average Grant Date Fair Value | |||||
Outstanding as of December 29, 2012 | 934,505 | $ | 35.83 | |||
Granted | 546,316 | 40.40 | ||||
Vested | (329,098 | ) | 40.08 | |||
Canceled | (2,101 | ) | 41.04 | |||
Outstanding as of March 30, 2013 | 1,149,622 | $ | 36.78 |
Three Months Ended | |||||||
March 30, 2013 | March 31, 2012 | ||||||
Research Models and Services | |||||||
Net sales | $ | 182,489 | $ | 183,152 | |||
Gross margin | 80,435 | 82,196 | |||||
Operating income | 55,303 | 59,467 | |||||
Depreciation and amortization | 9,873 | 8,942 | |||||
Capital expenditures | 4,010 | 12,900 | |||||
Preclinical Services | |||||||
Net sales | $ | 108,749 | $ | 102,829 | |||
Gross margin | 23,776 | 22,016 | |||||
Operating income | 8,060 | 4,174 | |||||
Depreciation and amortization | 10,137 | 11,060 | |||||
Capital expenditures | 2,418 | 1,211 |
Three Months Ended | |||||||
March 30, 2013 | March 31, 2012 | ||||||
Total segment operating income | $ | 63,363 | $ | 63,641 | |||
Unallocated corporate overhead | (20,600 | ) | (19,901 | ) | |||
Consolidated operating income | $ | 42,763 | $ | 43,740 |
Three Months Ended | |||||||
March 30, 2013 | March 31, 2012 | ||||||
Research models | $ | 103,123 | $ | 104,932 | |||
Research model services | 52,154 | 56,071 | |||||
EMD | 27,212 | 22,149 | |||||
Total research models | 182,489 | 183,152 | |||||
Total preclinical services | 108,749 | 102,829 | |||||
Total sales | $ | 291,238 | $ | 285,981 |
Three Months Ended | |||||||
March 30, 2013 | March 31, 2012 | ||||||
Stock-based compensation expense | $ | 3,197 | $ | 2,785 | |||
U.S. retirement plans | 1,300 | 1,372 | |||||
Audit, tax and related expense | 1,235 | 654 | |||||
Salary and bonus | 4,755 | 4,923 | |||||
Global IT | 2,586 | 2,850 | |||||
Employee health, long-term disability and fringe benefit expense | 2,228 | 1,993 | |||||
Consulting and professional services | 688 | 1,742 | |||||
Depreciation expense | 1,570 | 1,569 | |||||
Other general unallocated corporate expenses | 3,041 | 2,013 | |||||
Total unallocated corporate overhead costs | $ | 20,600 | $ | 19,901 |
Three Months Ended | |||||||
March 30, 2013 | March 31, 2012 | ||||||
Net sales | $ | — | $ | — | |||
Income (loss) from operations of discontinued businesses, before income taxes | (220 | ) | 104 | ||||
Provision (benefit) for income taxes | (65 | ) | 27 | ||||
Income (loss) from operations of discontinued businesses, net of taxes | $ | (155 | ) | $ | 77 |
March 30, 2013 | December 29, 2012 | ||||||
Current assets | $ | 705 | $ | 495 | |||
Long-term assets | 3,177 | 3,328 | |||||
Total assets | $ | 3,882 | $ | 3,823 | |||
Current liabilities | $ | 2,633 | $ | 1,802 | |||
Long-term liabilities | 8,126 | 8,795 | |||||
Total liabilities | $ | 10,759 | $ | 10,597 |
Current assets (excluding cash) | $ | 2,994 | |
Property, plant and equipment | 10,404 | ||
Other long-term assets | 2,242 | ||
Definite-lived intangible assets | 15,623 | ||
Goodwill | 19,687 | ||
Current liabilities | (11,792 | ) | |
Long term liabilities | (5,976 | ) | |
Redeemable noncontrolling interest | (8,963 | ) | |
Total purchase price allocation | $ | 24,219 |
Weighted average amortization life (in years) | ||||
Client relationships | $ | 14,292 | 11.7 years | |
Reacquired rights | 1,171 | 1.3 years | ||
Other intangible assets | 160 | 2.8 years | ||
Total definite-lived intangible assets | $ | 15,623 |
(b) | Changes in Internal Controls |
Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs | ||||||||||
December 30, 2012 to January 26, 2013 | 44,527 | $ | 40.43 | 44,527 | $ | 53,016 | |||||||
January 27, 2013 to February 23, 2013 | 110,225 | $ | 41.35 | 110,225 | $ | 48,458 | |||||||
February 24, 2013 to March 30, 2013 | 114,046 | $ | 40.08 | 2,531 | $ | 48,358 | |||||||
Total: | 268,798 | 157,283 |
10.3 | Provision Committed by Charles River Wiga Deutschland Gmbh for Dr. Jorg Geller dated December 13, 1996. |
10.4 | Adendum to Provision Commitment by Charles River Wiga Deutschland Gmbh for Dr. Jorg Geller dated March 25, 1997. |
21.1 | Subsidiaries of Charles River Laboratories, International, Inc. |
32.1 | Certification of the Principal Executive Officer and the Principal Financial Officer required by Rule 13a-14(a) of 15d-14(a) of the Exchange Act. Filed herewith. |
101 | The following materials from the Form 10-Q for the year period ended March 30, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income , (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Shareholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) related notes to these Unaudited, Condensed Consolidated Interim Financial Statements. |
CHARLES RIVER LABORATORIES INTERNATIONAL, INC. | |||
May 8, 2013 | /s/ JAMES C. FOSTER | ||
James C. Foster Chairman, President and Chief Executive Officer |
May 8, 2013 | /s/ THOMAS F. ACKERMAN | ||
Thomas F. Ackerman Corporate Executive Vice President and Chief Financial Officer |
1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended March 30, 2013 of the registrant; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and |
d. | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Dated: May 8, 2013 | /s/ James C. Foster James C. Foster Chairman, President and Chief Executive Officer Charles River Laboratories International, Inc. |
1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended March 30, 2013 of the registrant; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and |
d. | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Dated: May 8, 2013 | /s/ Thomas F. Ackerman Thomas F. Ackerman Corporate Executive Vice President and Chief Financial Officer Charles River Laboratories International, Inc. |
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: May 8, 2013 | /s/ James C. Foster James C. Foster Chairman, President and Chief Executive Officer Charles River Laboratories International, Inc. |
Dated: May 8, 2013 | /s/ Thomas F. Ackerman Thomas F. Ackerman Corporate Executive Vice President and Chief Financial Officer Charles River Laboratories International, Inc. |
Policyholder | Charles River Wiga GmbH |
Insured party | Dr. Joerg Geller DOB 09/26/1954 |
Term-life insurance according to Rate III M | |
Amount insured | DM 87,304 |
Maturity | Upon the death of the insured party, no later than 01/01/2015 |
Technical commencement *) | 01/01/1988 |
Age at entry | 33 years |
Term of insurance | 27 years |
Age at expiry | 60 years |
Expiration of insurance | 01/01/2015 |
Duration of premium payment | 27 years |
Expiration of premium payment | 01/01/2015 |
Allocation of profits | Interest-bearing accumulation until the expiration date |
For DM 87,304 primary amount insured | DM 2,400.00 |
DM 2,400.00 | |
Form of payment | |
Annual | DM 2,400.00 |
Payable by 01/01 of each year | DM 2,400.00 |
Initial premium | |
Amount payable from 01/01/1988 to 12/31/1988 | DM 2,400.00 |
Remaining initial premium | DM 2,400.00 |
Figures in DM | ||
Effective date | RW | bS |
01/01/1989 | 1,618 | 3,580 |
01/01/1990 | 3,746 | 8,045 |
01/01/1991 | 5,944 | 12,392 |
01/01/1992 | 8,212 | 16,618 |
01/01/1993 | 10,550 | 20,722 |
01/01/1994 | 12,959 | 24,706 |
01/01/1995 | 15,443 | 28,576 |
01/01/1996 | 18,004 | 32,335 |
01/01/1997 | 20,647 | 35,989 |
01/01/1998 | 23,373 | 39,539 |
01/01/1999 | 26,187 | 42,991 |
01/01/2000 | 29,090 | 46,344 |
01/01/2001 | 32,087 | 49,604 |
01/01/2002 | 35,180 | 52,772 |
01/01/2003 | 38,369 | 55,847 |
01/01/2004 | 41,660 | 58,835 |
01/01/2005 | 45,058 | 61,739 |
01/01/2006 | 48,572 | 64,565 |
01/01/2007 | 52,212 | 67,321 |
01/01/2008 | 55,989 | 70,010 |
01/01/2009 | 59,912 | 72,637 |
01/01/2010 | 63,993 | 75,205 |
01/01/2011 | 68,245 | 77,718 |
01/01/2012 | 72,681 | 80,179 |
01/01/2013 | 77,321 | 82,594 |
01/01/2014 | 82,187 | 84,968 |
01/01/2015 | 87,304 | 87,304 |
–Risk component– | We use this to fund the benefits to which there is a claim upon the death of the insured party. |
–Cost component– | We use this to cover the cost of concluding your insurance and of its continued maintenance. |
–Savings component– | We use this to generate an “actuarial reserve,” which reaches the amount insured by the expiration of the policy. The level it reaches at a given time is the basis for the values in the table. |
Advisor: 189523 Client: 14 | Charles River Germany GmbH & Co. KG Sandhofer Weg 7 97633 Sulzfeld | VKZ: 2YM Date: 01/26/2012 Page: 1 |
UniCredit Bank-HypoVereinbank | Acct. No. 347156922 | Routing No. 79320075 | |||||||
Pers. No. | Name | Bank | Acct. No. | Routing No. | Amount € | Text key | VKZ | ||
Payment rates wages/salaries 01/2012 | |||||||||
1 | Geller Dr. Jörg | Genobank Rhön-Grabfeld | 7158130 | 79069165 | 12,371.97 | 53000 | 3 | ||
Purpose of use: Wage/salary statement 01/2012 | [handwritten:] | 43,5000 | |||||||
Payment rates capital-forming benefits 01/2012 | [handwritten:] | [illegible] | |||||||
1 | USB business acct. Union deposit account | DZ Bank | 686 | 50060400 | 27.00 | 54002 | 3 | ||
Purpose of use: Unt. dep. 4534059301 Policy No. Geller Dr. Jörg | |||||||||
Capital-forming benefit 01/2012 | |||||||||
1 | Hannoversche Leben | Deutsche Bank Hannover | 234005 | 25070070 | 1,227.10 | 510000 | 3 | ||
Purpose of use: Geller Dr. Jörg | |||||||||
0000174 596-35 Dr. Jörg Geller | |||||||||
Number of payment transactions: | 3 | Total sum: | 13,626.07* | ||||||
Date file created: |
Hanover, dated 2/8/1988 *) Section 1,2 ALB regulates the commencement of insurance coverage | Hannoversche Lebensversicherung a. G. previously Preußischer Beamten-Verein [signature] |
8741 Sulzfeld | Please turn over |
Policyholder | Charles River Wiga GmbH |
Insured party | Dr. Joerg Geller DOB 09/26/1954 |
Group insurance according to Rate K1 M | |
Amount insured | DM 22,661 |
Maturity | Upon the death of the insured party, no later than 04/01/2015 |
Technical commencement | 04/01/1998 |
Age at entry | 43 years |
Term of insurance | 17 years |
Age at expiry | 60 years |
Expiration of insurance | 04/01/2015 |
Duration of premium payment | 17 years |
Expiration of premium payment | 04/01/2015 |
Allocation of profits | Interest-bearing accumulation until maturity of the amount insured |
a) | the spouse, to whom he was married at the time of death, |
b) | the children born in marriage and those legally equivalent to them, in equal shares, |
c) | the parents, |
d) | the heirs. |
For DM 22,661 primary amount insured | DM 1,053.32 |
./. large-sum discount of DM 2.00 per DM 1,000 amount insured | DM 45.32 |
DM 1,008.00 | |
Form of payment | |
Annual | DM 1,008.00 |
Payable on 04/01 of each year | DM 1,008.00 |
Initial premium due | |
Initial premium from 04/01/1998 to 03/31/1999 | DM 1,008.00 |
Remaining payment | DM 1,008.00 |
1. | Declarations of intent: Declarations of intent directed at Hannoversche Lebensversicherung must be submitted in writing (faxes are insufficient) (see Section 12 of the General Terms and Conditions for Life Insurance). |
2. | Pursuant to Section 3 of the VVG (Versicherungsvertragsgesetz, Insurance Policy Act), the policyholder can, at any time, request copies of the declarations he has submitted with reference to the policy. |
Figures in DM | ||
Effective date | RW | bS |
04/01/1999 | 957 | 1,710 |
04/01/2000 | 1,949 | 3,362 |
04/01/2001 | 2,980 | 4,962 |
04/01/2002 | 4,049 | 6,506 |
04/01/2003 | 5,159 | 8,001 |
04/01/2004 | 6,310 | 9,444 |
04/01/2005 | 7,506 | 10,840 |
04/01/2006 | 8,748 | 12,190 |
04/01/2007 | 10,041 | 13,498 |
04/01/2008 | 11,387 | 14,765 |
04/01/2009 | 12,791 | 15,995 |
04/01/2010 | 14,255 | 17,187 |
04/01/2011 | 15,785 | 18,345 |
04/01/2012 | 17,384 | 19,469 |
04/01/2013 | 19,059 | 20,562 |
04/01/2014 | 20,815 | 21,625 |
04/01/2015 | 22,661 | 22,661 |
–Risk component– | We use this to fund the benefits to which there is a claim upon the death of the insured party. |
–Cost component– | We use this to cover the cost of concluding your insurance and of its continued administration. |
–Savings component– | We use this to generate the guaranteed cash-in value, which will reach the insured amount by the expiration of the policy. The level it reaches at a given time is the basis for the values in the table. |
1. | Old-age pension |
1.1 | Upon leaving the company after turning 60, you are entitled to an old-age pension. The old-age pension comprises DM 5,600.00 a month and is paid for life. |
2. | Disability pension |
2.1 | If you become disabled after turning_____ and leave the company, you are entitled to a disability pension in accordance with the provisions stipulated in detail in the appendix. |
3. | Widow’s/widower’s pension |
3.1 | Following your death, your spouse, with whom you lived in a valid marriage at the time of your death, will receive a widow’s/widower’s pension for the remainder of her/his life. |
3.2 | In the event of suicide within the first 4 years following the issuance of the pension commitment, no claim to a widow’s/widower’s pension shall exist unless the act was committed in a state of mental disturbance that excludes the exercise of free will. |
4. | Premature departure / premature old-age pension |
4.1 | If you leave the company before benefits come due, the entitlement to benefits from the company pension scheme earned up to that point shall be maintained. |
4.2 | If benefits come due because the age limit has been reached, because of disability or death, a claim exists in the amount of the portion of benefits due without premature departure that corresponds to the relationship of the period of your actual, uninterrupted employment with the company to the period from the commencement of your employment with the company the age limit provided in this pension commitment is reached. |
4.3 | If you draw full benefits from the statutory pension insurance or a comparable pension institution prior to reaching the designated age limit (early/flexible old-age pension), you will be entitled to an early old-age pension as of that date. Because of the longer guarantee period of the old-age pension, it will be reduced by 0.5% per month while claiming benefits early. This also applies for a reduced prospective entitlement pursuant to item 4.2. |
5. | Payment of the pensions and related benefits |
5.1 | The pensions will be paid by the company monthly in advance, beginning with the 1st day of the month following establishment of the claim to benefits. They will be discontinued at the end of the month in which the terms under which they were granted no longer apply. You or your spouse are obligated to notify the company of any change in personal circumstances that affect the obligations arising from this commitment. The special provisions stated in the appendix apply preferentially to the disability pension. |
5.2 | Your or your surviving dependents are responsible for paying the taxes and fees on the pension benefits. The beneficiary’s wage tax card shall be presented to the company for the duration of pension payment. |
6. | Reinsurance |
6.1 | The company reserves the right to conclude a life insurance policy (reinsurance) to reinsure the obligations arising from this commitment. By acknowledging this commitment, you grant your approval of the conclusion of reinsurance and are obligated to support all relevant regulations. This means, in particular, submitting to a medical examination, if necessary, and to fully and truthfully answer all questions asked in connection with the conclusion of the policy. |
6.2 | The company is entitled to all rights arising from the reinsurance, in particular, the entitlement to benefits as well. |
7. | Assignment of claims |
7.1 | A claim to a company pension cannot be assigned, pledged or lent against security without the company’s consent. |
7.2 | Claims for damages against individuals whose behavior has triggered a claim for a company pension must, with the exception of a claim for injury awards, be assigned to the company up to the amount of this company pension. |
8.1 | The company reserves the right to amend the pension commitment and/or to reduce or discontinue the company pension if |
- | the economic situation of the company has consistently deteriorated to such an extent that it can no longer be expected to maintain the pledged company pensions, or |
- | the group of people, premiums, benefits or retirement age for statutory pension insurance or other pension institutions with legal claims change considerably, or |
- | the legal treatment, particularly the treatment according to tax law, of the expenditures that are being made or were made by the company for the scheduled funding of company pensions changes to such a considerable degree that the company can no longer be expected to maintain the pledged company pensions, or |
- | you or the beneficiary commit acts that are in gross violation of good faith, or would serve as grounds from dismissal without prior notice. |
8.2 | As for the rest, the company reserves the right to amend the pension commitment and/or to reduce or discontinue the company pension if the conditions applicable at the time this pension commitment was granted have consistently changed to such a considerable degree that the company can no longer be expected to maintain the pledged company pensions, even under objective consideration of the affairs of the beneficiary. |
Old-age pension | Widow’s pension | |
Effective | ||
04/1997 | 8,600.00 | 2,457.00 |
04/1998 | 8,944.00 | 2,555.30 |
04/1999 | 9,301.80 | 2,657.50 |
04/2000 | 9,673.90 | 2,763.80 |
04/2001 | 10,060.90 | 2,874.40 |
04/2002 | 10,463.30 | 2,989.40 |
04/2003 | 10,881.80 | 3,109.00 |
04/2004 | 11,317.10 | 3,233.40 |
04/2005 | 11,769.80 | 3,362.70 |
04/2006 | 12,240.60 | 3,497.20 |
04/2007 | 12,730.20 | 3,637.10 |
04/2008 | 13,239.40 | 3,782.60 |
04/2009 | 13,769.00 | 3,933.90 |
04/2010 | 14,319.80 | 4,091.30 |
04/2011 | 14,892.60 | 4,255.00 |
04/2012 | 15,488.30 | 4,425.20 |
04/2013 | 16,107.80 | 4,602.20 |
Charles River Laboratories, Inc. | Delaware |
Charles River Laboratories Holdings Limited | United Kingdom (England) |
Charles River UK Limited | United Kingdom (England) |
Charles River Laboratories Saint‑Constant S.A. | Quebec, Canada |
Charles River Holdings LLC | Delaware |
Ballardvale CV | Netherlands |
Charles River Nederland BV | Netherlands |
Charles River Laboratories Holding SAS | France |
Charles River Laboratories France—C.R.L.F. SAS | France |
Charles River Laboratories Belgium SPRL | Belgium |
Charles River Laboratories Espana SA | Spain |
Charles River Laboratories Japan, Inc. | Japan |
Charles River Germany Verwaltungs GmbH | Germany |
Charles River Laboratories Italia Srl | Italy |
Charles River Germany GmbH & Co. KG | Germany |
Charles River Laboratories Preclinical Services Poland Sp. Z.o.o. | Poland |
Charles River Laboratories Preclinical Services Ireland Limited | Ireland |
Entomology Europe Limited | Ireland |
Saothorlanna Bitheolaiocha Idirnaisiunta Teoranta | Ireland |
Charles River Laboratories, Research Models and Services, Germany GmbH | Germany |
Charles River Laboratories Luxembourg S.a.r.l. | Luxembourg |
Charles River Laboratories Group | United Kingdom (Scotland) |
Charles River Laboratories Holdings Scotland | United Kingdom (England) |
Charles River Laboratories Preclinical Services Edinburgh Ltd. | United Kingdom (Scotland) |
Charles River Clinical Services Edinburgh Ltd. | United Kingdom (Scotland) |
Inveresk Research (Canada) ULC | Nova Scotia, Canada |
Charles River Laboratories Preclinical Services Montreal, ULC | Nova Scotia, Canada |
Charles River Laboratories Australia Pty. Ltd. | Australia |
Zhanjiang A&C Biological Ltd. | China |
Charles River Laboratories Korea | Korea |
Charles River Laboratories Asia Holdings Limited | Hong Kong |
Charles River Laboratories Preclinical Services Hong Kong Limited | Hong Kong |
Charles River Laboratories Greater China Preclinical Services Shanghai Co. Ltd. | China |
Charles River Biopharmaceutical Services, GmbH | Germany |
Charles River Discovery Research Services International, Inc. | Michigan |
Charles River Discovery Research Services, Inc. | Michigan |
Charles River Laboratories India Private Limited | India |
Charles River Discovery Research Services Finland | Finland |
Systems Pathology Company, LLC | Delaware |
Accugenix, Inc. | Delaware |
Beijing Vital River Laboratory Animal Technology Co. Ltd. | China |
Accugenix GmbH | Germany |
Charles River Endotoxin and Microbial Detection Europe SAS | France |
Charles River USA Holdings LLC | Delaware |
Charles River Laboratories Bangladesh Ltd. | Bangladesh |
1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended March 30, 2013 of the Company; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our new supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and |
d. | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Dated: | May 8, 2013 | /s/ JAMES C. FOSTER | |
James C. Foster Chairman, President and Chief Executive Officer Charles River Laboratories International, Inc. |
1. | I have reviewed this quarterly report on Form 10-Q for the quarter ended March 30, 2013 of the Company; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and |
d. | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Dated: | May 8, 2013 | /s/ THOMAS F. ACKERMAN | |
Thomas F. Ackerman Corporate Executive Vice President and Chief Financial Officer Charles River Laboratories International, Inc. |
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: | May 8, 2013 | /s/ JAMES C. FOSTER | |
Chairman, President and Chief Executive Officer Charles River Laboratories International, Inc. | |||
Dated: | May 8, 2013 | /s/ THOMAS F. ACKERMAN | |
Corporate Executive Vice President and Chief Financial Officer Charles River Laboratories International, Inc. |
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