Item 2.02 Results of Operations and Financial Condition

On February 19, 2009, as described in Item 2.06 below, the Registrant issued a press release, attached as Exhibit 99.1 to this Current Report on Form 8-K, containing certain information regarding the Registrant's operating results for the fourth quarter and year ended December 31, 2008.

Item 2.06 Material Impairments

The Company has concluded that it expects to record a fourth quarter non-cash after tax charge of $11.5 to $13.0 million for impairment of goodwill ($4 to $4.5 million) and recordation of a valuation allowance against deferred tax assets ($7.5 to $8.5 million). The estimated impairment charge is driven by adverse equity market conditions that caused a decrease in current market multiples and the Registrant's stock price as of December 31, 2008. The estimated valuation allowance against deferred tax assets is primarily due to uncertainty in overall economic conditions, which may not allow the Registrant to utilize the deferred tax assets prior to their expiration. The charge will not result in any cash expenditures.

On February 19, 2009, the Registrant issued a press release, attached as Exhibit 99.1 to this Current Report on Form 8-K, describing the expected charge.