SEC Filing | Charles River Laboratories International, Inc.

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a5466788.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15 (d) of the

Securities Exchange Act of 1934

AUGUST 7, 2007

Date of Report (Date of earliest event reported)

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

(Exact Name of Registrant as specified in its Charter)

Delaware		333-92383		06-1397316
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

251 Ballardvale Street

Wilmington, Massachusetts 01887

(Address of Principal Executive Offices) (Zip Code)

978-658-6000

(Registrant's Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. Results of Operations and Financial Condition

The following information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On August 7, 2007, Charles River Laboratories International, Inc. issued a press release providing financial results for the quarter ended June 30, 2007.

The press release, attached as an exhibit to this report, includes "safe harbor" language pursuant to the Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements contained in the press release are "forward-looking" rather than historic. The press release also states that these and other risks relating to Charles River are set forth in the documents filed by Charles River with the Securities and Exchange Commission.

ITEM 9.01. Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

99.1 Press release dated August 7, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, we have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CHARLES RIVER LABORATORIES

INTERNATIONAL, INC.

Dated: August 7, 2007

By: /s/ Joanne P. Acford

Joanne P. Acford, Corporate Senior Vice

President, General Counsel and

Corporate Secretary

Exhibit Index

Exhibit No.		Description

99.1		Press release dated August 7, 2007.

a5466788ex991.htm

NEWS RELEASE

CHARLES RIVER LABORATORIES ANNOUNCES SECOND-QUARTER 2007 RESULTS FROM CONTINUING OPERATIONS

– Sales Increase 14.8% to $307 Million –

– GAAP EPS Increase 19.6% to $0.55 –

– Non-GAAP EPS Increase 10.3% to $0.64 –

– 2007 Sales Guidance Increased and EPS Guidance Narrowed to Upper End of Range –

– Increases Stock Repurchase Authorization by $100 Million –

WILMINGTON, MA, August 7, 2007, (Businesswire) – Charles River Laboratories International, Inc. (NYSE: CRL) today reported second-quarter and year-to-date 2007 financial results. For the second quarter, net sales from continuing operations increased 14.8% to $307.4 million from $267.9 million in the second quarter of 2006. Pharmaceutical and biotechnology customers continued to demonstrate robust demand for research models and outsourced services, which drove the strong sales growth in both the Research Models and Services and Preclinical Services business segments. Foreign exchange contributed 2.1% to the net sales growth.

On a GAAP basis, net income from continuing operations for the second quarter of 2007 was $37.8 million, or $0.55 per diluted share, compared to $32.8 million, or $0.46 per diluted share, for the second quarter of 2006. The 19.6% increase in earnings per share resulted primarily from higher sales, as well as the benefit of cost savings initiatives implemented in 2006, a lower share count due to the Company’s stock repurchase program, lower amortization of intangible assets and reduced net interest expense.

On a non-GAAP basis, net income from continuing operations was $43.8 million for the second quarter of 2007, compared to $41.6 million for the same period in 2006. Second-quarter diluted earnings per share on a non-GAAP basis were $0.64, an increase of 10.3% compared to $0.58 per share in the second quarter of 2006. Non-GAAP earnings per share in the second quarter of 2007 excluded $8.2 million of amortization of intangible assets and stock-based compensation related to acquisitions and a charge of $0.9 million related to the decision to accelerate the exit of the Company’s Preclinical Services facility in Worcester, Massachusetts. The Company continues to anticipate completion of the transition to the new Shrewsbury, Massachusetts, facility by the end of 2007, and as a result, expects to record total related charges in 2007 of approximately $0.03 to $0.05. For the second quarter of 2006, non-GAAP results excluded $9.5 million of amortization of intangible assets and stock-based compensation related to acquisitions and a charge of $5.3 million related to cost-savings initiatives.

James C. Foster, Chairman, President and Chief Executive Officer, said, “We are extremely pleased with our second-quarter performance, which reflects strong demand across our broad portfolio of essential products and services. As a result of higher-than-expected first-half sales and our expectation for robust sales growth in the second half of the year, we are raising our sales guidance and narrowing our EPS guidance to the upper end of the range. In addition, we have increased our stock repurchase authorization from $300.00 million to $400.00 million.”

The Company reports results from continuing operations, which exclude results of the Interventional and Surgical Services (ISS) business. The Company is in the process of closing that business and as a result, reports it as discontinued operations. Historical comparisons have been reclassified accordingly. Net income from discontinued operations was $0.1 million in the second quarter of 2007. Including discontinued operations, net income for the second quarter of 2007 was $38.0 million, or $0.55 per diluted share, compared to net income of $25.7 million, or $0.36 per diluted share, in the second quarter of 2006. Discontinued operations in 2006 included both ISS and the Phase II – IV clinical services business, which the Company sold in August 2006.

Research Models and Services (RMS)

Sales for the RMS segment were $143.8 million in the second quarter of 2007, an increase of 9.9% from $130.8 million in the second quarter of 2006. Sales benefited from strong demand for research models from large pharmaceutical and biotechnology customers in North America and Europe, increased demand for Transgenic Services, and higher sales of in vitro products.

In the second quarter of 2007, the RMS segment’s GAAP operating margin increased to 31.5% compared to 29.1% in the second quarter of 2006. On a non-GAAP basis, which excluded charges of $0.4 million for acquisition-related amortization, the operating margin was 31.7%, compared to 30.9% for the same period in the prior year. The improvement was due primarily to higher sales.

Preclinical Services (PCS)

Second-quarter net sales for the PCS segment were $163.6 million, an increase of 19.4% from $137.0 million in the second quarter of 2006. Sales were driven by continuing strong demand for general and specialty toxicology services from pharmaceutical and biotechnology customers, and the addition on October 30, 2006, of the Northwest Kinetics Phase I clinical services business.

The PCS segment’s GAAP operating margin improved to 16.8% from 16.4%. On a non-GAAP basis, which excludes $7.8 million of acquisition-related amortization and the $0.9 million charge for the accelerated exit from the Worcester facility, the second-quarter operating margin declined to 22.0% from 25.4% in the second quarter of 2006. All of the Company’s preclinical toxicology facilities reported improved profitability, with the exception of Massachusetts. As expected, the higher operating costs associated with the Massachusetts facility transition offset the gains.

Six-Month Results

For the first six months of 2007, net sales from continuing operations increased by 14.7% to $598.6 million, from $522.0 million in the same period in 2006. Foreign exchange contributed approximately 2.4% to the sales growth rate.

On a GAAP basis, net income from continuing operations was $75.1 million, or $1.10 per diluted share, for the first half of 2007, compared to $61.3 million, or $0.84 per diluted share, for the same period in 2006.

On a non-GAAP basis, net income from continuing operations for the first six months of 2007 was $87.0 million, or $1.28 per diluted share, compared to $76.4 million, or $1.05 per diluted share, for the same period in 2006. For the first six months of 2007, non-GAAP net income excluded $16.1 million of amortization and stock-based compensation costs associated with acquisitions, and $1.7 million related to the decision to accelerate the exit of the Company’s Preclinical Services facility in Worcester, Massachusetts. Non-GAAP net income for the first half of 2006 excluded acquisition-related charges of $18.9 million and charges of $5.3 million related to cost-savings initiatives.

Including a loss of $0.3 million from discontinued operations, net income for the first six months of 2007 was $74.7 million, or $1.10 per diluted share, compared to a net loss of $74.4 million, or $1.02 per diluted share, for the same period in 2006. Results for the prior year included the $129.2 million goodwill impairment recorded in the first quarter of 2006 related to the sale of the Clinical Phase II – IV business.

Research Models and Services (RMS)

For the first six months of 2007, RMS net sales were $286.9 million, an increase of 10.4% from the first-half 2006 net sales of $259.8 million. The RMS segment’s GAAP operating margin was 32.2% in the first half of 2007, compared to 30.2% for the year-ago period. On a non-GAAP basis, which excluded $0.7 million of amortization of intangible assets related to acquisitions, the operating margin was 32.4% compared to 31.2% in the first six months of 2006.

Preclinical Services (PCS)

For the first six months of 2007, PCS net sales were $311.8 million, an increase of 18.9% over first-half 2006 net sales of $262.2 million. On a GAAP basis, the PCS segment operating margin was 16.3% in the first half of 2007, compared to 13.9% in the year-ago period. On a non-GAAP basis, the operating margin was 21.7% in the first half of 2007 compared to 22.0% for the same period in 2006.

2007 Guidance

Based on strong demand for its products and services, the Company is increasing its sales guidance and narrowing the GAAP and non-GAAP earnings per share ranges to the upper end. The revised forward-looking guidance, shown in the table below, is based on current foreign exchange rates.

2007 GUIDANCE (from continuing operations)	REVISED	PRIOR
Net sales growth (in %)	12% - 14%	9% - 12%
Sales ($ in millions)	$1,185 - $1,205	$1,160 - $1,190
GAAP EPS estimate	$2.15 - $2.21	$2.11 - $2.21
Acquisition-related amortization	$0.32	$0.32
Charge to exit Worcester facility and gain on sale of building, net	$0.01 - $0.03	$0.01 - $0.03
Non-GAAP EPS estimate	$2.47 - $2.53	$2.43 - $2.53

Board Increases Stock Repurchase Authorization

Charles River’s Board of Directors has increased the existing authorization for the repurchase of Charles River common stock to $400.0 million from $300.0 million. The stock purchases will be made from time to time on the open market, through block trades or otherwise in compliance with Rule 10b-18 of the federal securities laws. Depending on market conditions and other factors, these repurchases may be commenced or suspended at any time or from time to time without prior notice. Funds for the repurchases are expected to come from cash on hand or cash generated by operations.

As of August 1, 2007, the Company had repurchased 6.7 million shares of common stock at a total cost of approximately $278.0 million, leaving a balance of approximately $122.0 million under the $400.00 million stock repurchase authorization. There are currently no specific plans for the shares that have been or may be purchased under the program.

As of August 1, 2007, Charles River had approximately 67.9 million shares of common stock outstanding.

Webcast

Charles River Laboratories has scheduled a live webcast on Wednesday, August 8, at 8:30 a.m. ET to discuss matters relating to this press release. To participate, please go to ir.criver.com and select the webcast link. You can also find the associated slide presentation and reconciliations to comparable GAAP measures on the website.

Use of Non-GAAP Financial Measures

This press release contains non-GAAP financial measures, such as non-GAAP earnings per diluted share from continuing operations, which exclude amortization of intangible assets and other charges related to our acquisitions, impairments due to our accelerated exit from our Worcester Preclinical Services facility, and the potential gain on the sale of real estate in Scotland. We exclude these items from the non-GAAP financial measures because they are outside our normal operations. There are limitations in using non-GAAP financial measures, as they are not prepared in accordance with generally accepted accounting principles, and may be different than non-GAAP financial measures used by other companies. In particular, we believe that the inclusion of supplementary non-GAAP financial measures in this press release helps investors to gain a meaningful understanding of our core operating results and future prospects without the effect of one-time charges, and is consistent with how management measures and forecasts the Company's performance, especially when comparing such results to prior periods or forecasts. We believe that the financial impact of our acquisitions is often large relative to our overall financial performance, which can adversely affect the comparability of our results on a period-to-period basis. In addition, certain activities, such as business acquisitions, happen infrequently and the underlying costs associated with such activities do not recur. Non-GAAP results also allow investors to compare the Company’s operations against the financial results of other companies in the industry who similarly provide non-GAAP results. The non-GAAP financial measures included in this press release are not meant to be considered superior to or a substitute for results of operations prepared in accordance with GAAP. The Company intends to continue to assess the potential value of reporting non-GAAP results consistent with applicable rules and regulations. Reconciliations of the non-GAAP financial measures used in this press release to the most directly comparable GAAP financial measures are set forth in the text of this press release, and can also be found on the Company’s website at ir.criver.com.

Caution Concerning Forward-Looking Statements

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “will,” “may,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements also include statements regarding our projected 2007 earnings; the future demand for drug discovery and development products and services, including the outsourcing of these services; the impact of specific actions intended to improve overall operating efficiencies and profitability; expectations regarding stock repurchases; the timing of the opening of new and expanded facilities; the potential sale of real estate in Scotland; future cost reduction activities by our customers; and Charles River’s future performance as delineated in our forward-looking guidance, and particularly our expectations with respect to sales growth. Forward-looking statements are based on Charles River’s current expectations and beliefs, and involve a number of risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from those stated or implied by the forward-looking statements. Those risks and uncertainties include, but are not limited to: a decrease in research and development spending, a decrease in the level of outsourced services, or other cost reduction actions by our customers; the ability to convert backlog to sales; special interest groups; contaminations; industry trends; new displacement technologies; USDA and FDA regulations; changes in law; continued availability of products and supplies; loss of key personnel; interest rate and foreign currency exchange rate fluctuations; changes in tax regulation and laws; changes in generally accepted accounting principles; and any changes in business, political, or economic conditions due to the threat of future terrorist activity in the U.S. and other parts of the world, and related U.S. military action overseas. A further description of these risks, uncertainties, and other matters can be found in the Risk Factors detailed in Charles River's Annual Report on Form 10-K as filed on February 27, 2007, as well as other filings we make with the Securities and Exchange Commission. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by Charles River, and Charles River assumes no obligation and expressly disclaims any duty to update information contained in this news release except as required by law.

About Charles River Laboratories

Charles River Laboratories based in Wilmington, Massachusetts, partners with global pharmaceutical and biotechnology companies, government agencies and leading academic institutions to advance the drug discovery and development process, bringing drugs to market faster and more efficiently. Charles River's 8,000 employees serve clients worldwide. For more information on Charles River, visit our website at www.criver.com.

# # #

Investor Contact:

Susan E. Hardy

Corporate Vice President, Investor Relations

781.262.7616

Media Contact:

Amy Cianciaruso

Associate Director, Public Relations

978.658.6000 Ext. 1878

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(dollars in thousands, except for per share data)

	Three Months Ended						Six Months Ended
	June 30, 2007			July 1, 2006			June 30, 2007			July 1, 2006

Total net sales	$	307,435		$	267,859		$	598,634		$	522,000
Cost of products sold and services provided		186,479			160,749			362,105			319,385
Gross margin		120,956			107,110			236,529			202,615
Selling, general and administrative		56,092			50,031			109,109			92,765
Amortization of intangibles		8,139			9,377			15,994			18,452
Operating income		56,725			47,702			111,426			91,398
Interest income (expense)		(2,595	)		(3,661	)		(4,654	)		(6,677	)
Other income (expense)		(1,069	)		(736	)		(920	)		(688	)
Income before income taxes and minority interests		53,061			43,305			105,852			84,033
Provision for income taxes		15,101			9,870			30,411			21,681
Income before minority interests		37,960			33,435			75,441			62,352
Minority interests		(119	)		(654	)		(373	)		(1,056	)
Income from continuing operations		37,841			32,781			75,068			61,296
Income (loss) from discontinued businesses, net of tax		115			(7,032	)		(349	)		(135,662	)
Net income (loss)	$	37,956		$	25,749		$	74,719		$	(74,366	)

Earnings (loss) per common share
Basic:
Continuing operations	$	0.57		$	0.46		$	1.13		$	0.86
Discontinued operations	$	-		$	(0.10	)	$	(0.01	)	$	(1.89	)
Net income	$	0.57		$	0.36		$	1.12		$	(1.04	)
Diluted:
Continuing operations	$	0.55		$	0.46		$	1.10		$	0.84
Discontinued operations	$	-		$	(0.10	)	$	(0.01	)	$	(1.86	)
Net income	$	0.55		$	0.36		$	1.10		$	(1.02	)

Weighted average number of common shares outstanding
Basic		66,830,155			70,851,430			66,587,863			71,615,867
Diluted		68,517,657			71,835,166			67,971,898			72,798,832

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(dollars in thousands)

	June 30, 2007		December 30, 2006
Assets
Current assets
Cash and cash equivalents	$	162,050	$	175,380
Trade receivables, net		228,622		202,658
Inventories		77,169		72,362
Other current assets		58,583		44,363
Current assets of discontinued businesses		1,123		6,330
Total current assets		527,547		501,093
Property, plant and equipment, net		622,492		534,745
Goodwill, net		1,119,350		1,119,309
Other intangibles, net		158,442		160,204
Deferred tax asset		96,121		107,498
Other assets		135,910		133,944
Long-term assets of discontinued businesses		4,217		751
Total assets	$	2,664,079	$	2,557,544

Liabilities and Shareholders’ Equity
Current liabilities
Current portion of long-term debt	$	24,098	$	24,977
Accounts payable		35,707		28,223
Accrued compensation		42,804		41,651
Deferred income		94,963		93,197
Accrued liabilities		53,976		41,991
Other current liabilities		18,017		25,625
Current liabilities of discontinued businesses		116		3,667
Total current liabilities		269,681		259,331
Long-term debt		511,816		547,084
Other long-term liabilities		149,294		146,695
Total liabilities		930,791		953,110
Minority interests		3,420		9,223
Total shareholders’ equity		1,729,868		1,595,211
Total liabilities and shareholders’ equity	$	2,664,079	$	2,557,544

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
SELECTED BUSINESS SEGMENT INFORMATION (UNAUDITED)
(dollars in thousands)

	Three Months Ended						Six Months Ended
	June 30, 2007			July 1, 2006			June 30, 2007			July 1, 2006
Research Models and Services
Net sales	$	143,803		$	130,816		$	286,871		$	259,788
Gross margin		63,109			55,478			126,763			111,344
Gross margin as a % of net sales		43.9	%		42.4	%		44.2	%		42.9	%
Operating income		45,268			38,003			92,289			78,479
Operating income as a % of net sales		31.5	%		29.1	%		32.2	%		30.2	%
Depreciation and amortization		5,663			5,237			11,232			10,272
Capital expenditures		10,688			4,783			17,772			8,349

Preclinical Services
Net sales	$	163,632		$	137,043		$	311,763		$	262,212
Gross margin		57,847			51,632			109,766			91,271
Gross margin as a % of net sales		35.4	%		37.7	%		35.2	%		34.8	%
Operating income		27,426			22,530			50,870			36,318
Operating income as a % of net sales		16.8	%		16.4	%		16.3	%		13.9	%
Depreciation and amortization		15,569			15,288			29,913			29,913
Capital expenditures		38,724			12,620			69,564			48,441


Unallocated Corporate Overhead	$	(15,969	)	$	(12,831	)	$	(31,733	)	$	(23,399	)


Total
Net sales	$	307,435		$	267,859		$	598,634		$	522,000
Gross margin		120,956			107,110			236,529			202,615
Gross margin as a % of net sales		39.3	%		40.0	%		39.5	%		38.8	%
Operating income (loss)		56,725			47,702			111,426			91,398
Operating income as a % of net sales		18.5	%		17.8	%		18.6	%		17.5	%
Depreciation and amortization		21,232			20,525			41,145			40,185
Capital expenditures		49,412			17,403			87,336			56,790

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
RECONCILIATION OF GAAP TO NON-GAAP
SELECTED BUSINESS SEGMENT INFORMATION (UNAUDITED)
(dollars in thousands)

	Three Months Ended						Six Months Ended
	June 30, 2007			July 1, 2006			June 30, 2007			July 1, 2006
Research Models and Services
Net sales	$	143,803		$	130,816		$	286,871		$	259,788
Operating income		45,268			38,003			92,289			78,479
Operating income as a % of net sales		31.5	%		29.1	%		32.2	%		30.2	%
Add back:
Amortization related to acquisitions		371			99			745			179
Impairment and other charges		-			2,334			-			2,334
Operating income, excluding specified charges (Non-GAAP)	$	45,639		$	40,436		$	93,034		$	80,992
Non-GAAP operating income as a % of net sales		31.7	%		30.9	%		32.4	%		31.2	%

Preclinical Services
Net sales	$	163,632		$	137,043		$	311,763		$	262,212
Operating income		27,426			22,530			50,870			36,318
Operating income as a % of net sales		16.8	%		16.4	%		16.3	%		13.9	%
Add back:
Amortization related to acquisitions		7,768			9,278			15,249			18,273
Impairment and other charges		863			2,966			1,682			2,966
Operating income, excluding specified charges (Non-GAAP)	$	36,057		$	34,774		$	67,801		$	57,557
Non-GAAP operating income as a % of net sales		22.0	%		25.4	%		21.7	%		22.0	%


Unallocated Corporate Overhead	$	(15,969	)	$	(12,831	)	$	(31,733	)	$	(23,399	)
Add back:
Stock-based compensation related to Inveresk acquisition		18			117			88			402
Unallocated corporate overhead, excluding specified charges (Non-GAAP)	$	(15,951	)	$	(12,714	)	$	(31,645	)	$	(22,997	)


Total
Net sales	$	307,435		$	267,859		$	598,634		$	522,000
Operating income		56,725			47,702			111,426			91,398
Operating income as a % of net sales		18.5	%		17.8	%		18.6	%		17.5	%
Add back:
Amortization related to acquisition		8,139			9,377			15,994			18,452
Impairment and other charges		863			5,300			1,682			5,300
Stock-based compensation related to Inveresk acquisition		18			117			88			402
Operating income, excluding specified charges (Non-GAAP)	$	65,745		$	62,496		$	129,190		$	115,552
Non-GAAP operating income as a % of net sales		21.4	%		23.3	%		21.6	%		22.1	%

Charles River management believes that supplementary non-GAAP financial measures provide useful information to allow investors to gain a meaningful understanding of our core operating results and future prospects, without the effect of one-time charges, consistent with the manner in which management measures and forecasts the Companys performance. The supplementary non-GAAP financial measures included are not meant to be considered superior to, or a substitute for results of operations prepared in accordance with GAAP. The Company intends to continue to assess the potential value of reporting non-GAAP results consistent with applicable rules and regulations.

CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
RECONCILIATION OF GAAP EARNINGS TO NON-GAAP EARNINGS
(dollars in thousands, except for per share data)


	Three Months Ended						Six Months Ended
	June 30, 2007			July 1, 2006			June 30, 2007			July 1, 2006

Net income (loss)	$	37,956		$	25,749		$	74,719		$	(74,366	)
Less: Discontinued operations		(115	)		7,032			349			135,662
Net income from continuing operations		37,841			32,781			75,068			61,296
Add back:
Amortization related to acquisitions		8,139			9,377			15,994			18,452
Stock-based compensation related to Inveresk acquisition		18			117			88			402
Impairment and other charges		863			5,300			1,682			5,300
Tax effect		(3,061	)		(5,995	)		(5,845	)		(9,061	)
Net income from continuing operations, excluding specified charges (Non-GAAP)	$	43,800		$	41,580		$	86,987		$	76,389


Weighted average shares outstanding - Basic		66,830,155			70,851,430			66,587,863			71,615,867
Effect of dilutive securities:
2.25% senior convertible debentures		203,034			-			-			-
Stock options and contingently issued restricted stock		1,350,004			851,925			1,250,385			1,043,535
Warrants		134,464			131,811			133,650			139,430
Weighted average shares outstanding - Diluted		68,517,657			71,835,166			67,971,898			72,798,832

Basic earnings (loss) per share	$	0.57		$	0.36		$	1.12		$	(1.04	)
Diluted earnings (loss) per share	$	0.55		$	0.36		$	1.10		$	(1.02	)

Basic earnings per share, excluding specified charges (Non-GAAP)	$	0.66		$	0.59		$	1.31		$	1.07
Diluted earnings per share, excluding specified charges (Non-GAAP)	$	0.64		$	0.58		$	1.28		$	1.05