Marcus Corporation - 10-Q quarterly report FY2012 Q2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

 

PART I - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

THE MARCUS CORPORATION

Consolidated Balance Sheets

THE MARCUS CORPORATION

Consolidated Balance Sheets

THE MARCUS CORPORATION

Consolidated Statements of Earnings (Unaudited)

THE MARCUS CORPORATION

Consolidated Statements of Cash Flows (Unaudited)

THE MARCUS CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE 13 AND 26 WEEKS ENDED NOVEMBER 24, 2011

(Unaudited)

1.           General

 

Level 1 – Assets or liabilities for which fair value is based on quoted prices in active markets for identical instruments as of the reporting date. At November 24, 2011 and May 26, 2011, the Company’s $297,000 and $372,000, respectively, of available for sale securities were valued using Level 1 pricing inputs and were included in other current assets.

Level 2 – Assets or liabilities for which fair value is based on pricing inputs that were either directly or indirectly observable as of the reporting date. At November 24, 2011 and May 26, 2011, none of the Company’s assets or liabilities were valued using Level 2 pricing inputs.

Level 3 – Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates. At November 24, 2011, the Company’s $38,440,000 capital lease obligation was valued using Level 3 pricing inputs.

2.           Derivatives and Hedging Activities

3.           Capital Lease Obligation

4.           Income Taxes

5.           Contingencies

6.           Business Segment Information

THE MARCUS CORPORATION

Special Note Regarding Forward-Looking Statements

Certain matters discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may generally be identified as such because the context of such statements include words such as we “believe,” “anticipate,” “expect” or words of similar import. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which may cause results to differ materially from those expected, including, but not limited to, the following: (1) the availability, in terms of both quantity and audience appeal, of motion pictures for our theatre division, as well as other industry dynamics such as the maintenance of a suitable window between the date motion pictures are released in theatres and the date they are released to other distribution channels; (2) the effects of increasing depreciation expenses, reduced operating profits during major property renovations, and preopening and start-up costs due to the capital intensive nature of our businesses; (3) the effects of adverse economic conditions in our markets, particularly with respect to our hotels and resorts division; (4) the effects of adverse weather conditions, particularly during the winter in the Midwest and in our other markets; (5) the effects on our occupancy and room rates of the relative industry supply of available rooms at comparable lodging facilities in our markets; (6) the effects of competitive conditions in our markets; (7) our ability to identify properties to acquire, develop and/or manage and the continuing availability of funds for such development; and (8) the adverse impact on business and consumer spending on travel, leisure and entertainment resulting from terrorist attacks in the United States, the United States’ responses thereto and subsequent hostilities. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this Form 10-Q and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

RESULTS OF OPERATIONS

General

We report our consolidated and individual segment results of operations on a 52-or-53-week fiscal year ending on the last Thursday in May.  Fiscal 2012 is a 53-week year, and we anticipate that our reported results for fiscal 2012 will benefit from the additional week of reported operations.  Fiscal 2011 was a 52-week year.  We divide our fiscal year into three 13-week quarters and a final quarter consisting of 13 or 14 weeks. Our primary operations are reported in the following two business segments: movie theatres and hotels and resorts.

 

The following table sets forth revenues, operating income, other income (expense), net earnings  and net earnings per common share for the comparable second quarter and first half of fiscal 2012 and 2011 (in millions, except for per share and variance percentage data):

Revenues, operating income (earnings before other income/expense and income taxes) and net earnings increased during the second quarter and first half of fiscal 2012 compared to the same periods last year due primarily to improved operating results from our hotels and resorts division.  Operating results from our hotels and resorts division were favorably impacted by higher occupancy rates and average daily rates during the fiscal 2012 periods compared to the prior year.  Operating results from our theatre division decreased slightly during our fiscal 2012 second quarter compared to the same period last year due to slightly weaker movies, but increased during the first half of fiscal 2012 compared to the prior year first half due primarily to a strong slate of movies during the fiscal 2012 first quarter and a significant increase in our average concession sales per person during the first half of our fiscal 2012 compared to the same period last year.  A reduction in our interest expense also contributed to our improved fiscal 2012 second quarter and first half net earnings compared to the prior year’s same periods.

We did not recognize any significant variations in investment income, gains or losses on the disposition of property, equipment and other assets or net equity losses from unconsolidated joint ventures during the second quarter and first half of fiscal 2012 compared to the same periods last year.  The timing of periodic sales of our property and equipment varies from quarter to quarter, resulting in variations in our reported gains or losses on disposition of property and equipment.

Our interest expense totaled $2.3 million and $4.7 million for the second quarter and first half of fiscal 2012, respectively, compared to $2.6 million and $5.2 million during the same periods last year.  The decrease in interest expense during the fiscal 2012 periods compared to the prior year was the result of reduced borrowings during the current year periods, primarily due to increased cash flow from our improved operating results.  Our borrowing levels typically increase later in our fiscal year as our operating cash flows decline and our capital expenditures increase during our slower operating months. As a result, we anticipate that we will realize a slight increase in our interest expense during subsequent quarters of fiscal 2012 compared to the first two quarters of this year, depending upon our capital expenditure levels during these periods.

We reported income tax expense for the second quarter and first half of fiscal 2012 of $1.2 million and $9.6 million, respectively, compared to $781,000 and $7.5 million during the same periods of fiscal 2011.  Our fiscal 2012 first half effective tax rate was 38.6% compared to our fiscal 2011 first half effective rate of 38.3%.  Unrecognized tax benefits decreased by $2.3 million during our fiscal 2012 second quarter.  The reduction reflects a settlement during the current year quarter of prior year tax issues that were under appeal with the Internal Revenue Service.  Due to the temporary nature of the underlying tax positions, the reduction favorably impacted tax expense by approximately $400,000 as a result of the reversal of penalties.  We currently expect our effective tax rate for the remaining quarters of fiscal 2012 to be in our historical 38-40% range, pending any further changes in our liability for unrecognized tax benefits or potential changes in federal or state tax rates.  Our actual fiscal 2012 effective income tax rate may be different from our estimated quarterly rates depending upon actual facts and circumstances.

Theatres

The following table sets forth revenues, operating income and operating margin for our theatre division for the second quarter and first half of fiscal 2012 and 2011 (in millions, except for variance percentage and operating margin):

Consistent with the seasonal nature of the motion picture exhibition industry, the second quarter of our fiscal year is typically the slowest period for our theatre division.  Our theatre division revenues and operating income decreased during the fiscal 2012 second quarter compared to prior year’s same period due primarily to reduced attendance, partially offset by a significant increase in our average concession sales per person. Our theatre division’s fiscal 2012 first half operating results improved compared to the same period in the prior year due primarily to increased attendance during our first quarter and a significant increase in our average concession sales per person.  Our fiscal 2012 second quarter and first half operating income and operating margin were negatively impacted by the fact that we recognized approximately $800,000 and $1.4 million, respectively, of accelerated depreciation during the periods related to our existing 35MM film projection systems that were recently replaced in conjunction with our deployment of new digital projection systems.

The following table breaks down the components of revenues for the theatre division for the second quarter and first half of fiscal 2012 and 2011 (in millions, except for variance percentage):

The decrease in our box office receipts for the second quarter of fiscal 2012 compared to the same period last year was due almost entirely to a decrease in theatre attendance compared to the same period last year.  Our average ticket price also decreased 0.4% during the fiscal 2012 second quarter compared to the same quarter last year, negatively impacting our box office receipts by approximately $100,000, partially as a result of the fact that revenues from 3D films with premium pricing declined slightly during the current year quarter.  The increase in our box office receipts for the first half of fiscal 2012 compared to the same period last year was due to a 0.4% increase in our average ticket price and the fact that we had one additional theatre in operation for the majority of the current year period compared to the prior year, partially offset by a decrease in comparable theatre attendance.  The increase in our average ticket price contributed approximately $280,000 to our increased box office receipts during our fiscal 2012 first half compared to the first half of fiscal 2011.

Our fiscal 2012 second quarter and first half concession revenues increased compared to the same periods last year almost entirely as a result of a 12.0% and 12.1% increase, respectively, in our average concession revenues per person compared to the prior year same periods, partially offset by declines in theatre attendance during both fiscal 2012 periods.  Selected price increases, a change during the second half of our prior fiscal year from sales tax inclusive pricing to sales tax added pricing, the introduction of “grab and go” candy and other products, and a change in concession product mix, including increased sales of higher priced non-traditional food and beverage items, were the primary reasons for our increased average concession sales per person during the fiscal 2012 periods.  Other revenues increased slightly during our fiscal 2012 second quarter compared to the same period last year due primarily to a small increase in rental and advertising income.

Comparable theatre attendance decreased 6.5% and 1.1% during the second quarter and first half of fiscal 2012, respectively, compared to the same periods last year.  The decrease in comparable theatre attendance was attributable primarily to the month of October, as attendance actually increased during our fiscal 2012 first quarter and was relatively even during the other two months of our fiscal 2012 second quarter.  Our highest grossing films during the fiscal 2012 second quarter included The Twilight Saga: Breaking Dawn – Part I, Paranormal Activity 3 and Puss in Boots (3D). This film line-up was not quite as strong as last year’s second quarter films that included Harry Potter and the Deathly Hallows – Part I, Jackass 3 (3D) and Megamind (3D).  The quantity of top performing films also decreased slightly during our fiscal second quarter this year – seven movies produced box office receipts of over $1.0 million for our circuit during our fiscal 2012 second quarter, compared to eight films that reached that milestone during the same period last year.

During the second quarter of fiscal 2012, we entered into a master licensing agreement with CDF2 Holdings, LLC, a subsidiary of Cinedigm Digital Cinema Corp. (CDF2), whereby CDF2 purchased on our behalf, and then deployed and licensed back to us, digital cinema projection systems for use by us in our theatres.  Upon completion of the deployment at the end of September 2011, 618 of our first-run screens at 46 company-owned locations were utilizing the systems, including 64 previously installed systems that we sold to CDF2 and licensed back.  Based upon the terms of the master licensing agreement, this arrangement is considered a capital lease for accounting purposes.  We believe the benefits from digital cinema include delivering an improved film presentation to our guests, increasing scheduling flexibility, providing a platform for additional 3D presentations as needed, as well as maximizing the opportunities for alternate programming that may be available with this technology.

Under the terms of the master licensing agreement, we made an initial one-time payment to CDF2.  We expect that the balance of CDF2’s costs to deploy the systems will be covered primarily through the payment of virtual print fees (VPF’s) from film distributors to CDF2 each time a digital movie is booked on one of the systems deployed on our screens.  We agreed to make an average number of bookings of eligible digital movies on each screen on which a licensed system has been deployed to provide for a minimum level of VPF’s paid by distributors (our standard booking commitment) to CDF2.  To the extent that the VPF’s paid by distributors are less than our standard booking commitment, we must make a shortfall payment to CDF2.  Based upon our historical booking patterns, we currently do not expect to make any shortfall payments during the 10-year life of the agreement.

Accounting standards require us to include the entire amount of the standard booking commitment as a minimum lease payment for purposes of determining our capital lease obligation because we could be required to pay the entire commitment if we do not book any digital movies on our screens; however, we believe the possibility of this is remote.  As a result, we recognized a capital lease obligation of approximately $38.4 million related to this standard booking commitment during our fiscal 2012 second quarter.  The obligation will be reduced as we book digital movies on our screens and VPF’s are paid by film distributors to CDF2.  Based on our expected minimum number of eligible movies to be booked, we expect the obligation to be reduced by at least $3.3 million within the next 12 months.  We further expect that the annual reduction in our capital lease obligation will generally offset the amortization of the corresponding capitalized lease asset and, as a result, we do not anticipate that this accounting standard will have a significant impact on our annual results of operations or cash flows.

Box office performance during the early weeks of our fiscal 2012 third quarter, including the important holiday period, have been fairly similar to prior year results.  The fact that Christmas Eve and New Years Eve were both on a Saturday this year slightly reduced our potential box office receipts during what is historically the busiest movie-going week of the year. Top performing holiday films this year have included November holdovers The Muppets and the latest Twilight Saga film, as well as  December releases such as Mission: Impossible – Ghost Protocol, Sherlock Holmes: A Game of Shadows, Alvin & the Chipmunks: Chip-Wrecked, The Girl with the Dragon Tattoo, We Bought A Zoo and War Horse.  Films scheduled to be released during the remainder of our fiscal 2012 third quarter that may also generate box office interest include Extremely Loud and Incredibly Close, Underworld Awakening (3D), Journey 2: The Mysterious Island (3D), Ghost Rider: Spirit of Vengeance (3D) and the reissuance of Beauty and the Beast and Star Wars Episode I in 3D.  Revenues for our theatre business and the motion picture industry in general are heavily dependent on the general audience appeal of available films, together with studio marketing, advertising and support campaigns and the maintenance of reasonable “windows” between the date a film is released in theatres and the date a motion picture is released to other channels, including video on-demand and DVD.  These are factors over which we have no control.

We ended the second quarter of fiscal 2012 with a total of 672 company-owned screens in 53 theatres and 11 managed screens in two theatres compared to 673 company-owned screens in 53 theatres and 11 managed screens in two theatres at the end of the same period last year.  Early in our fiscal 2011 second quarter, we purchased a 16-screen theatre in Appleton, Wisconsin.  Early in our fiscal 2012 third quarter, we purchased a 12-screen theatre in Franklin, Wisconsin out of receivership.  We expect to complete an extensive renovation of a theatre in a suburb of St. Cloud, Minnesota during our fiscal 2012 third quarter that will include our second Zaffiro’s Pizzeria and Bar.  We also recently began construction on our third Zaffiro’s at a theatre in New Berlin, Wisconsin and expect to open that new restaurant late in our fiscal 2012 fourth quarter.  In both cases, the new restaurant replaces a previously existing screen at the respective theatre.

Hotels and Resorts

The following table sets forth revenues, operating income and operating margin for our hotels and resorts division for the second quarter and first half of fiscal 2012 and 2011 (in millions, except for variance percentage and operating margin):

Division revenues and operating income increased significantly during our fiscal 2012 second quarter and first half compared to the prior year same periods due to both increased occupancy percentage and average daily room rate during the periods.  Increases in all segments of business travel, including the individual business customer, the volume corporate business customer and the group customer, contributed to our improved results.

The following table sets forth certain operating statistics for the second quarter and first half of fiscal 2012 and 2011, including our average occupancy percentage (number of occupied rooms as a percentage of available rooms), our average daily room rate (ADR) and our total revenue per available room (RevPAR) for company-owned properties:

RevPAR increased at all eight of our company-owned properties during the second quarter and first half of fiscal 2012 compared to the same periods last year.  Our RevPAR increase compared very favorably to comparable industry results.  According to data from Smith Travel Research and compiled by us in order to compare our second quarter and first half results, comparable “upper upscale” hotels throughout the United States experienced an increase in RevPAR of 6.2% and 6.1% during our fiscal 2012 second quarter and first half, respectively, far less than the increases we reported in the table above.

The lodging industry continues to recover at a steady pace after several very difficult years.  However, in order to better understand our fiscal 2012 results compared to pre-recessionary levels, the following table compares our fiscal 2012 second quarter and first half operating statistics to comparable fiscal 2008 operating statistics for the same eight company-owned properties:

 

 

As indicated by the tables above, fiscal 2012 second quarter and first half occupancy rates showed improvement over the prior year’s same periods and, in fact, were at record levels for our division, significantly higher than they were prior to the recession-driven downturn in the hotel industry.  The majority of the increase in our occupancy rates during our fiscal 2012 second quarter and first half compared to the same periods during fiscal 2011 were primarily attributable to continued improvement from our group customer segment, individual business travelers and volume corporate customers.

Conversely, one of the biggest challenges facing our hotels and resorts division, and the lodging industry as a whole, is  the overall decline in ADR, as highlighted in the above comparisons to fiscal 2008.  We were pleased to report our fourth straight quarter of year-over-year ADR increases during our fiscal 2012 second quarter, with seven of our eight company-owned properties reporting year-over-year increases in ADR during the quarter. The strong room demand from business travelers allowed us to reduce the number of rooms made available to alternate internet booking channels during our fiscal 2012 second quarter and first half compared to the prior year same periods. These internet channels, used most often by the leisure customer, generally result in reduced ADR.  Another positive trend is that we are beginning to experience the ability to negotiate modest price increases with our volume corporate customers for future room nights.  We hope that this trend will continue.

Division operating income and operating margins increased during our fiscal 2012 second quarter and first half compared to the prior year same periods due to our increased revenues.  Approximately 44% and 41%, respectively, of our fiscal 2012 second quarter and first half revenue increase flowed through to our operating income during our fiscal 2012 second quarter and first half, compared to a 50% flow through that we expect to see during a higher ADR environment.  Operating costs traditionally increase as occupancy increases, which puts pressure on our operating margins until we are able to achieve additional ADR increases.  We hope that the recent increases we have experienced in our ADR will continue, but in order to realize ADR’s at or above pre-recession levels, we believe we will need to continue to regain the ability to increase prices for our business travelers and continue a customer mix shift away from lower priced customer segments (such as those using alternate internet booking channels).

Our current near-term outlook for this division’s performance remains one of cautious optimism, based upon the improved results of the past twelve months and the fact that group bookings have continued to improve.  The vast majority of our company-owned hotels remain ahead of their booking pace for fiscal 2012 relative to the same time period in fiscal 2011.  Although our fiscal third quarter is typically our weakest period for our hotels and resorts division due to the traditionally reduced level of travel at our predominantly Midwestern portfolio of owned properties, we generally expect our favorable comparative revenue trends to continue.  At some point, however, we expect the booking pace to level off which is why our emphasis will continue to be on gradually increasing our ADR.  Although many challenges remain and our forecasting ability remains limited due to continued relatively short booking windows, the current trends are encouraging.  Whether the current positive trends continue depends in large part on whether the economic environment continues its gradual improvement as we remain concerned about the fragility of the current economy as well as the uncertainty surrounding the current employment and political environment.

We continue to pursue several new growth opportunities as we seek to increase the number of rooms that we have under management.  In addition, our recently formed new hotel investment business, MCS Capital (under the direction of a well-respected industry veteran with extensive hotel acquisition and development experience), continues to seek opportunities whereby we may act as an investment fund sponsor, joint venture partner or sole investor in acquiring additional hotel properties.  While these efforts are just beginning, we will be evaluating various hotel investment strategies and opportunities that may provide long-term value to our company.  We also continue to maintain and enhance our existing properties, such as the renovation of the Hotel Phillips in Kansas City, Missouri, which was completed during our fiscal 2012 second quarter.

FINANCIAL CONDITION

Liquidity and Capital Resources

Our movie theatre and hotels and resorts businesses each generate significant and consistent daily amounts of cash, subject to previously noted seasonality, because each segment’s revenue is derived predominantly from consumer cash purchases.  We believe that these relatively consistent and predictable cash sources, as well as the availability of approximately $117 million of unused credit lines as of the end of our fiscal 2012 second quarter, should be adequate to support the ongoing operational liquidity needs of our businesses during the remainder of fiscal 2012.

Net cash provided by operating activities increased by $1.0 million during the first half of fiscal 2012 to $35.5 million, compared to $34.5 million during the first half of the prior year. The increase was due primarily to improved net earnings and the favorable timing in the collection of other current assets, partially offset by the unfavorable timing of the payment of accounts payable and income taxes.

Net cash used in investing activities during the fiscal 2012 first half totaled $15.0 million, compared to $16.7 million during the fiscal 2011 first half. The decrease in net cash used in investing activities was primarily the result of increased proceeds from the disposal of property, equipment and other assets, partially offset by an increase in capital expenditures.  Proceeds from the disposal of property, equipment and other assets of $3.9 million related to the sale of previously owned digital projection systems in conjunction with our previously described master license agreement.  In accordance with accounting guidance for sale-leaseback transactions, the difference between the sale proceeds and our book value of the underlying assets resulted in a deferred gain of approximately $1.0 million that will be amortized to earnings over the ten-year life of our master license agreement.

Capital expenditures, including acquisitions, totaled $17.4 million during the first half of fiscal 2012, compared to $15.8 million during the first half of the prior year.  Fiscal 2012 first half capital expenditures included approximately $11.4 million incurred by our theatre division, including our up-front digital cinema contribution in conjunction with our master license agreement, costs associated with a lobby remodel at an existing theatre and expenditures related to the ongoing construction of a new Zaffiro’s Pizzeria and Bar at another theatre.  Fiscal 2012 first half capital expenditures also included approximately $5.8 million incurred in our hotels and resorts division, including costs associated with a renovation at our Hotel Phillips property.  Fiscal 2011 first half capital expenditures included approximately $12.2 million incurred in our theatre division, including costs associated with the acquisition of a theatre in Appleton, Wisconsin and various remodeling and other maintenance capital projects.

Net cash used in financing activities during the first half of fiscal 2012 totaled $18.6 million compared to $17.4 million during the first half of fiscal 2011.  Our principal payments on notes payable and long-term debt totaled approximately $61.4 million during the first half of fiscal 2012 compared to approximately $42.4 million during the same period last year, accounting for a portion of the increase in net cash used in financing activities.  Excess cash during both periods was used to reduce our borrowings under our revolving credit agreement.  As short-term borrowings became due, we replaced them as necessary with new short-term borrowings.  As a result, we added $52.0 million of new debt during our fiscal 2012 first half compared to $33.0 million of new debt added during our fiscal 2011 first half.  Our debt-capitalization ratio was 0.37 at November 24, 2011 compared to 0.39 at our fiscal 2011 year-end.

We repurchased approximately 561,000 shares of our common stock for approximately $4.9 million during the first half of fiscal 2012 in conjunction with the purchase of shares in the open market and the exercise of stock options, compared to approximately 387,000 shares repurchased for approximately $4.2 million during the first half of fiscal 2011, contributing to our increased net cash used in financing activities during the first half of fiscal 2012.  As of November 24, 2011, approximately 1.3 million shares remained available for repurchase under our current Board of Directors stock repurchase authorizations.  We expect that any future  stock repurchases will be executed on the open market or in privately negotiated transactions depending upon a number of factors, including prevailing market conditions.

We previously indicated that we expected our full-year fiscal 2012 capital expenditures, including potential purchases of interests in joint ventures (but excluding any significant acquisitions) to be in the $50-$90 million range.  At this stage of our fiscal year, barring any growth opportunities that could arise in the remaining months, we believe our actual fiscal 2012 capital expenditures may approximate $45-$75 million.

Our estimate of full-year fiscal 2012 capital expenditures includes approximately $20 million related to a previously described mixed use retail development currently proposed on the site of one of our former theatres in the Town of Brookfield, Wisconsin.  We are currently negotiating local government financial support for certain infrastructure costs related to this project, which we have named The Corners of Brookfield, and we are also currently completing design specifications and construction cost estimates as well as assessing leasing interest in the project. We are pleased with the leasing discussions to date, with approximately 70% of the proposed retail space currently “in play” with specific tenants.  Of those tenants, approximately half are currently in letter of intent negotiations with us. The anchor tenant for this project, a Von Maur department store, will only open its new stores in the fall of a given year.  We hope to have a better indication of when construction will begin in the coming months after further negotiations with prospective tenants.

The actual timing and extent of our capital expenditures for this project may change, depending upon the satisfactory and timely completion of the items noted above.  The actual timing and extent of the implementation of all of our current expansion plans will depend in large part on industry and general economic conditions, our financial performance and available capital, the competitive environment, evolving customer needs and trends and the availability of attractive opportunities.  It is likely that our plans will continue to evolve and change in response to these and other factors.

We have not experienced any material changes in our market risk exposures since May 26, 2011.

 

Risk factors relating to us are contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended May 26, 2011.  No material change to such risk factors has occurred during the 26 weeks ended November 24, 2011.

Through November 24, 2011, our Board of Directors has approved the repurchase of up to 6.7 million shares of our outstanding Common Stock.  Under these authorizations, we may repurchase shares of our Common Stock from time to time in the open market, pursuant to privately negotiated transactions or otherwise.  The repurchased shares are held in our treasury pending potential future issuance in connection with employee benefit, option or stock ownership plans or other general corporate purposes.  These authorizations do not have an expiration date.

The following table sets forth information with respect to purchases made by us or on our behalf of our Common Stock during the periods indicated.  All of these repurchases were made in conjunction with the exercise of stock options and the purchase of shares in the open market and pursuant to the publicly announced repurchase authorization described above.

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.