CHARLES RIVER LABORATORIES INTERNATIONAL, INC. - Quarter Report: 2024 March (Form 10-Q)

) ) )) )Other, net Changes in assets and liabilities: Trade receivables and contract assets, net()()Inventories ()Accounts payable()()Accrued compensation()()Deferred revenue ()Customer contract deposits Other assets and liabilities, net() Net cash provided by operating activities Cash flows relating to investing activities Acquisition of businesses and assets, net of cash acquired ()Capital expenditures()()Purchases of investments and contributions to venture capital investments()()Proceeds from sale of investments Other, net()()Net cash used in investing activities()()Cash flows relating to financing activities Proceeds from long-term debt and revolving credit facility Proceeds from exercises of stock options Payments on long-term debt, revolving credit facility, and finance lease obligations()()Purchase of treasury stock()()Payments of contingent consideration ()Other, net() Net cash provided by financing activities Effect of exchange rate changes on cash, cash equivalents, and restricted cash() Net change in cash, cash equivalents, and restricted cash ()Cash, cash equivalents, and restricted cash, beginning of period Cash, cash equivalents, and restricted cash, end of period$ $ See Notes to Unaudited Condensed Consolidated Financial Statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (UNAUDITED)

(in thousands)

Redeemable Noncontrolling Interests

Common Stock

Additional Paid-In Capital

Retained Earnings

Accumulated Other Comprehensive Income (Loss)

Treasury Stock

Total Charles River Laboratories, Inc. Equity

Noncontrolling Interest

Total Equity

Amount

December 30, 2023

()

Net income

—

Other comprehensive (loss), net of tax

()

—

()

—

()

—

()

Adjustment of redeemable noncontrolling interests to redemption value

—

()

—

()

—

()

Dividends to noncontrolling interests

()

—

Issuance of stock under employee compensation plans

—

Purchase of treasury shares

—

()

—

()

Stock-based compensation

—

March 30, 2024

()

Redeemable Noncontrolling Interests

Common Stock

Additional Paid-In Capital

Retained Earnings

Accumulated Other Comprehensive Income (Loss)

Treasury Stock

Total Charles River Laboratories, Inc. Equity

Noncontrolling Interest

Total Equity

Amount

December 31, 2022

()

Net income

—

Other comprehensive income, net of tax

—

Adjustment of redeemable noncontrolling interest to redemption value

—

Issuance of stock under employee compensation plans

—

Purchase of treasury shares

—

()

—

()

Stock-based compensation

—

April 1, 2023

()

See Notes to Unaudited Condensed Consolidated Financial Statements.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 1, “Description of Business and Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for fiscal year 2023.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

reportable segments: Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Solutions (Manufacturing).

The Company’s RMS reportable segment includes the Research Models, Research Model Services, and Cell Solutions businesses. Research Models includes the commercial production and sale of small research models, as well as the supply of large research models. Research Model Services includes: Insourcing Solutions (IS), which provides colony management of clients’ research operations (including recruitment, training, staffing, and management services) within the clients’ facilities and utilizing the Charles River Accelerator and Development Lab (CRADL™) offering, which provides vivarium space to clients, 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, which supplies controlled, consistent, customized primary cells and blood components derived from normal and mobilized peripheral blood and bone marrow.

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

% equity interest of Noveprim Group (Noveprim), a leading supplier of non-human primates (NHPs) located in Mauritius, resulting in a % controlling interest. The Company had previously acquired a % equity interest in 2022 for $ million plus additional contingent payments up to $ million based on future performance. The total consideration allocable to the Noveprim acquisition is $ million, which includes $ million additional cash paid for the % equity interest, elimination of historical activity and intercompany balances of $ million which includes a remeasurement gain on the % equity investment of $ million, contingent consideration of $ million, deferred purchase price of $ million payable from 2024 through 2027, offset by estimated post-closing adjustments for working capital of $ million. The contingent consideration fair value is estimated using a Monte Carlo Simulation model and the maximum contingent contractual payments are up to $ million based on future performance and milestone achievements in fiscal years 2023 through 2025. The Company has the call option right to purchase the remaining % equity interest up until after the sixth anniversary of closing the % equity interest. On the first anniversary of the expiration of the call option, a put option will be triggered giving the seller the right to require the Company to acquire the remaining shares of the seller. The redemption price for the call/put is fixed and ranges from $ million to $ million depending on when exercised. The noncontrolling interest is classified as a redeemable noncontrolling interest in the mezzanine section of the unaudited condensed consolidated balance sheet. The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business is reported as part of the Company’s DSA reportable segment for NHPs vertically integrated into the DSA supply chain and the RMS reportable segment for those NHPs sold to third party customers. The Company incurred transaction and integration costs in connection with the acquisition of $ million and $ million for the three months ended March 30, 2024 and April 1, 2023, respectively, which was primarily included in Selling, general and administrative expenses within the unaudited condensed consolidated statements of income.

SAMDI Tech, Inc.

On January 27, 2023, the Company acquired SAMDI Tech, Inc., (SAMDI), a leading provider of high-quality, label-free high-throughput screening (HTS) solutions for drug discovery research. The acquisition of SAMDI will provide clients with seamless access to the premier, label-free HTS MS platform and create a comprehensive, library of drug discovery solutions. The purchase price of SAMDI was $ million, net of $ million in cash, inclusive of a % strategic equity interest previously owned by the Company of $ million. The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business is reported as part of the Company’s DSA reportable segment. The Company did not incur material transaction and integration costs in connection with the acquisition for the three months ended March 30, 2024 and April 1, 2023.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

$ Inventories Other current assets (excluding cash) Property, plant and equipment Operating lease right-of-use asset, net

Goodwill (2)

Definite-lived intangible assets

Other long-term assets (3)

Deferred revenue ()Other current liabilities()()Operating lease right-of-use liabilities (Long-term)() Deferred tax liabilities()()Other long-term liabilities()

Redeemable noncontrolling interest (4)

() Total purchase price allocation$ $

(1) Purchase price allocation is preliminary and subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed, including certain contracts, obligations, and finalization of any working capital adjustments. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition.

(2) The goodwill resulting from these transactions is primarily attributable to the potential growth of the Company’s segments from new customers introduced to the acquired businesses or synergies to be realized from acquiring an internal supplier servicing the DSA business and the assembled workforce of the acquirees, thus is not deductible for tax purposes.

(3) Other long-term assets acquired from the Noveprim acquisition include $ million of biological assets, which will be amortized over an estimated eight-year useful life.

(4) Refer to Note 12. Equity and Noncontrolling Interests for further a description of the % noncontrolling interest fair value.

$ Other intangible assets Total definite-lived intangible assets$ $ Weighted Average Amortization Life(in years)Client relationships— Other intangible assetsTotal definite-lived intangible assets $ $ $ ()$() $ Three Months Ended:March 30, 2024$ $ $ $ $ $ April 1, 2023

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

$ $ $ $ $ December 30, 2023

Long-lived assets consist of property, plant, and equipment, net.

$ Cash paid for interest Non-cash investing activities:Purchases of Property, plant and equipment included in Accounts payable and Accrued liabilities$ $ Assets acquired under finance leases

Cash, cash equivalents and restricted cash is included in the accompanying unaudited balance sheet as follows:


	March 30, 2024	December 30, 2023
	(in thousands)
Supplemental cash flow information:
Cash and cash equivalents	$	$
Restricted cash included in Other current assets
Restricted cash included in Other assets
Cash, cash equivalents, and restricted cash, end of period	$	$

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

$ Work in process Finished products Inventories$ $

Buildings (1)

Machinery and equipment (1)

Leasehold improvements Furniture and fixtures

Computer hardware and software (1)

Vehicles (1)

Construction in progress Total Less: Accumulated depreciation()()Property, plant and equipment, net$ $

(1) These balances include assets under finance leases.

Depreciation expense in the three months ended March 30, 2024 and April 1, 2023 was $ million and $ million, respectively.

$ Capital contributions Distributions()()

Gains (losses)

()Foreign currency translation() Ending balance$ $

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

$ Purchase of investments Distributions ()Gain (loss)()

Reduction for acquisition of entity (1)

()Foreign currency translation()()Ending balance$ $

(1) Refer to Note 2. Acquisitions for further discussion on the SAMDI acquisition.

$ $ $

Term deposit

Other assets:Life insurance policies Interest rate swap Total assets measured at fair value$ $ $ $ Other long-term liabilities measured at fair value:Contingent consideration$ $ $ $ Total liabilities measured at fair value$ $ $ $

The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each quarter. During the three months ended March 30, 2024, there were no transfers between levels.

$ $ $ Other assets:Life insurance policies Interest rate swap Total assets measured at fair value$ $ $ $ Other long-term liabilities measured at fair valueContingent consideration$ $ $ $ Total liabilities measured at fair value$ $ $ $

During the year ended December 30, 2023, there were no transfers between levels.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ Payments ()Total gains or losses (realized/unrealized):Foreign currency translation ()Ending balance$ $

The Company estimates the fair value of contingent consideration obligations through valuation models, such as probability-weighted and option pricing models, which incorporate probability adjusted assumptions and simulations related to the achievement of the milestones and the likelihood of making related payments. The unobservable inputs used in the fair value measurements include the probabilities of successful achievement of certain financial targets, forecasted results or targets, volatility, and discount rates. The remaining maximum potential payments are approximately $ million, of which the value accrued as of March 30, 2024 is $ million as the probability of achieving the maximum target is estimated to be %. The volatility and weighted average cost of capital is approximately % and %, respectively. Increases or decreases in these assumptions may result in a higher or lower fair value measurement, respectively.

Cash Flow Hedge

The Company is exposed to market fluctuations in interest rates as well as variability in foreign exchange rates. The Company has an interest rate swap with a notional amount of $ million maturing November 2, 2024 to manage interest rate fluctuation related to floating rate borrowings under the Credit Facility, at a fixed rate of %.

Debt Instruments

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

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

% Senior Notes due 2028$ $ $ $

% Senior Notes due 2029

% Senior Notes due 2031

10.

$ $ $ Acquisitions

(1) Represents adjustments of redeemable noncontrolling interest that impact retained earnings.

(2) Represents incremental undeclared dividends attributable to Noveprim noncontrolling interest holders who are entitled to preferential dividends for fiscal year 2024.

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

Treasury Shares

The Company’s Board of Directors has authorized a $ billion stock repurchase program. As of March 30, 2024, the Company had $ million remaining on the authorized stock repurchase program.

The Company’s stock-based compensation plans permit the netting of common stock upon vesting of RSUs and PSUs in order to satisfy individual statutory tax withholding requirements. The Company acquired shares of approximately million in the three months ended March 30, 2024 and three months ended April 1, 2023, for $ million and $ million, respectively, from such netting.

Accumulated Other Comprehensive Income (Loss)

)$()$ $()

Other comprehensive income (loss) before reclassifications

() ()

Net current period other comprehensive income (loss)

() ()Income tax expense (benefit)() ()March 30, 2024$()$()$ $()

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

% ownership interest in Noveprim. The Company has the right to purchase, and the noncontrolling interest holders have the right to sell, the remaining % equity interest at a fixed redemption value that ranges from $ million to $ million depending on when exercised. The Company has the call option right to purchase the remaining % equity up until one month after the sixth anniversary of closing the % equity stake (December 2029). On the first anniversary of the expiration of the call option (December 2030), a 12-month put option will be triggered giving the seller the right to require the Company to acquire the remaining shares of the seller for $ million. Additionally, the % noncontrolling interest holders may receive a dividend disproportionate to their equity ownership, of which the fair value of $ million as of the acquisition date was recorded within the redeemable noncontrolling interest. Through March 30, 2024, incremental dividends based on Noveprim statutory net income attributed to the redeemable noncontrolling interest holders of $ million reduced net income available to common shareholders used in the calculation of earnings per common share. The redemption value is accreted to the put purchase price of $ million using the interest method through December 2030. As of March 30, 2024, the redemption value of $ million exceeded both the carrying value and fair value, resulting in both an adjustment to additional paid in capital of $ million and an adjustment to retained earnings of $ million, respectively.

Other redeemable noncontrolling interest

In 2019, the Company acquired an % equity interest in a subsidiary, which included a % redeemable noncontrolling interest. In June 2022, the Company purchased an additional % interest in the subsidiary for $ million, resulting in a remaining noncontrolling interest of %. Beginning in 2024, the Company has the right to purchase, and the noncontrolling interest holders have the right to sell, the remaining % equity interest at its appraised value. The redemption value is measured at the greater of the appraised value or a predetermined floor. The amount that the Company could be required to pay to purchase the remaining % equity interest is not limited. As of March 30, 2024, the redemption value of $ million exceeded the carrying value, resulting in an adjustment to additional paid in capital of $ million. During the second quarter of fiscal 2024, the Company acquired the remaining % for $ million.

Vital River

The Company held a % ownership interest in Vital River, a commercial provider of research models and related services in China as of December 31, 2022. The Company had the right to purchase, and the noncontrolling interest holders had the right to sell, the remaining % equity interest at a contractually defined redemption value, subject to a redemption floor. The amount that the Company could be required to pay to purchase the remaining % equity interest was not limited. During the fourth quarter of fiscal 2023, the Company acquired the remaining % and paid $ million of the total $ million due. The remaining purchase price payable was included in Accrued liabilities within the Company’s unaudited condensed consolidated balance sheet as of March 30, 2024 and December 30, 2023 and is expected to be paid during fiscal year 2024.

Nonredeemable Noncontrolling Interest

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13.

% and %, respectively. The increase in the effective tax rate from the corresponding prior year period was primarily attributable to unfavorable tax effects from stock-based compensation deductions in the three months ended March 30, 2024.

For the three months ended March 30, 2024, the Company’s unrecognized tax benefits increased by $ million to $ million, primarily due to increases in research and development tax credit reserves. For the three months ended March 30, 2024, the amount of unrecognized income tax benefits that would impact the effective tax rate increased by $ million to $ million for the same reasons discussed above. The accrued interest on unrecognized tax benefits was $ million as of March 30, 2024. The Company estimates that it is reasonably possible that the unrecognized tax benefits will decrease by approximately $ million over the next twelve-month period, primarily due to audit settlements and expiring statutes of limitations.

$ Other current assetsAccrued income taxes Other current liabilities $

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ $ $ $ $ Cost of products sold (excluding amortization of intangible assets) Selling, general and administrative Total restructuring costs$ $ $ $ $ $

Rollforward of Restructuring Activities

$ Expense (excluding non-cash charges) Payments / utilization()()Foreign currency adjustments() Ending balance$ $

million and $ million, respectively, of severance and other personnel related costs liabilities were included in accrued compensation and accrued liabilities within the Company’s unaudited condensed consolidated balance sheets.

15.

million as of March 30, 2024, which reflects the value of the shipments in accordance with the Company’s 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. The Company is 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

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

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

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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company’s exposure to market risk from changes in interest rates and currency exchange rates has not changed materially from its exposure discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023. Our interest rate and currency exchange rate risks are fully described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” of our Annual Report on Form 10-K for fiscal year 2023 and in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” herein.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Based on their evaluation, required by paragraph (b) of Rules 13a-15 or 15d-15, promulgated by the Securities Exchange Act of 1934, as amended (Exchange Act), the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, are effective, at a reasonable assurance level, as of March 30, 2024, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives, and management necessarily was required to apply its judgment in designing and evaluating the controls and procedures.

(b) Changes in Internal Controls Over Financial Reporting

There were no material changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of the Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended March 30, 2024 that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On February 16, 2023, the Company was informed by the U.S. Department of Justice (DOJ) that in conjunction with the U.S. Fish and Wildlife Service (USFWS), it had commenced an investigation into the Company’s conduct regarding several shipments of non-human primates from Cambodia. On February 17, 2023 the Company received a grand jury subpoena requesting certain documents related to such investigation. The Company is aware of a parallel civil investigation being undertaken by the DOJ and USFWS. The Company is cooperating with the DOJ and the USFWS and believes that the concerns raised with respect to the Company’s conduct are without merit. The Company maintains a global supplier onboarding and oversight program incorporating risk-based due diligence, auditing, and monitoring practices to help ensure the quality of our supplier relationships and compliance with applicable U.S. and international laws and regulations, and has operated under the belief that all shipments of non-human primates it received satisfied the material requirements, documentation and related processes and procedures of the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES) documentation and related processes and procedures, which guides the release of each import by USFWS. Notwithstanding our efforts and good-faith belief, in connection with the civil investigation, the Company has voluntarily suspended future shipments of non-human primates from Cambodia to the United States until such time that the Company and USFWS can agree upon and implement additional procedures to reasonably ensure that non-human primates imported from Cambodia are purpose-bred. The Company continues to care for the Cambodia-sourced non-human primates from certain 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 the Company’s 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.

A putative securities class action (Securities Class Action) was filed on May 19, 2023 against the Company and a number of its current/former officers in the United States District Court for the District of Massachusetts. On August 31, 2023, the court appointed the State Teachers Retirement System of Ohio as lead plaintiff. An amended complaint was filed on November 14, 2023 that, among other things, included only James Foster, the Chief Executive Officer and David R. Smith, the former Chief Financial Officer as defendants along with the Company. The amended complaint asserts claims under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 (the Exchange Act) on behalf of a putative class of purchasers of Company securities from May 5, 2020 through February 21, 2023, alleging that certain of the Company’s disclosures about its practices with respect to the importation of non-human primates made during the putative class period were materially false or misleading. The Company filed a motion to dismiss. While the Company cannot predict the outcome of this matter, it believes the class action to be without merit and plans to vigorously defend against it. The Company cannot reasonably estimate the maximum potential exposure or the range of possible loss in association with this matter.

On November 8, 2023, a stockholder filed a derivative lawsuit in the U.S. District Court of the District of Delaware asserting claims on the Company’s behalf against the members of the Company’s Board of Directors and certain of the Company’s current/former officers (James Foster, the Chief Executive Officer; David R. Smith, the former Chief Financial Officer; and Flavia Pease, the current Chief Financial Officer). The complaint alleges that the defendants breached their fiduciary duties to the Company and its stockholders because certain of the Company’s disclosures about its practices with respect to the importation of non-human primates were materially false or misleading. The complaint also alleges that the defendants breached their fiduciary duties by causing the Company to fail to maintain adequate internal controls over securities disclosure and compliance with applicable law and by failing to comply with the company’s Code of Business Conduct and Ethics. In March 2024, the plaintiff agreed to stay the action until the United States District Court for the District of Massachusetts rules on the pending motion to dismiss in the Securities Class Action. The Company intends to file a motion to dismiss at that time. While the Company cannot predict the outcome of this matter, it believes the derivative lawsuit to be without merit and plans to vigorously defend against it. The Company cannot reasonably estimate the maximum potential exposure or the range of possible loss in association with this matter.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for fiscal year 2023, which could materially affect our business, financial condition, and/or future results. The risks described in our Annual Report on Form 10-K are not the only risks we face.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for fiscal year 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information relating to the purchases of shares of our common stock during the three months ended March 30, 2024.


	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
					(in thousands)
December 31, 2023 to January 27, 2024	5,418	$	213.32	—	$	129,105
January 28, 2024 to February 24, 2024	36,482	221.71		—	129,105
February 25, 2024 to March 30, 2024	26	254.19		—	129,105
Total	41,926			—

Our Board of Directors have authorized up to an aggregate amount of $1.3 billion for our stock repurchase program. During the three months ended March 30, 2024, we did not repurchase any shares of common stock under our stock repurchase program or in open market trading. As of March 30, 2024, we had $129.1 million remaining on the authorized stock repurchase program.

Additionally, 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.

Item 5. Other Information

During the quarter ended March 30, 2024, none of our officers or directors or any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K., except as follows:

•, , our , trading arrangement for the sale of up to shares of common stock. The arrangement’s expiration date is June 30, 2026.

•, , our , Global Discovery & Safety Assessment trading arrangement for the sale of up to shares of common stock, subject to certain conditions. The arrangement’s expiration date is February 28, 2025.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

Item 6. Exhibits


(a) Exhibits			Description of Exhibits
31.1			Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2			Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
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
101.INS			eXtensible Business Reporting Language (XBRL) Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH			XBRL Taxonomy Extension Schema Document
101.CAL			XBRL Taxonomy Calculation Linkbase Document
101.DEF			XBRL Taxonomy Definition Linkbase Document
101.LAB			XBRL Taxonomy Label Linkbase Document
101.PRE			XBRL Taxonomy Presentation Linkbase Document

+ Furnished herein.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


						CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

			May 9, 2024			/s/ JAMES C. FOSTER
						James C. Foster Chairman, President and Chief Executive Officer

			May 9, 2024			/s/ FLAVIA H. PEASE
						Flavia H. Pease Corporate Executive Vice President and Chief Financial Officer

CHARLES RIVER LABORATORIES INTERNATIONAL, INC. - Quarter Report: 2024 March (Form 10-Q)

Similar companies