##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
 For the Quarterly Period Ended July 3, 2005
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Transition period from ___to ___
 Commission
File Number 000-08193
 ARGON ST, INC.
 )
 Delaware
    
    38-1873250(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
  
  (703) 322-0881
  Yes þ
    
    No o
  Yes þ
    
    No o




---



##### 



ARGON ST, INC. AND SUBSIDIARIES
 FORM 10-Q QUARTERLY REPORT
 FOR THE QUARTER ENDED JULY 3, 2005
 TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Condensed Consolidated Balance Sheets at July 3, 2005 and September 30, 2004
    
    
    3Condensed Consolidated Statements of Earnings for the Third Quarter and Nine Months ended July 3, 2005 and June 27, 2004
    
    
    4Condensed Consolidated Statements of Cash Flows for the Nine Months ended July 3, 2005 and June 27, 2004
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6-10Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11-23Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    23PART II. OTHER INFORMATIONItem 5. Other Information
    
    
    24Item 6. Exhibits
    
    
    24-25Signatures
    
    
    26Exhibits
    
    
    27-29
 2




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##### 



ARGON ST, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED BALANCE SHEETS
 July 3, 2005
    
    September 30, 2004(unaudited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    25,652,000
    
    
    $
    29,732,000Accounts receivable, net
    
    
    74,096,000
    
    
    
    59,716,000Inventory
    
    
    1,861,000
    
    
    
    1,574,000Deferred income tax asset
    
    
    5,155,000
    
    
    
    4,822,000Prepaids and other
    
    
    1,541,000
    
    
    
    1,288,000TOTAL CURRENT ASSETS
    
    
    108,305,000
    
    
    
    97,132,000Property, equipment and software, net
    
    
    15,101,000
    
    
    
    13,949,000Goodwill
    
    
    107,776,000
    
    
    
    107,776,000Intangibles, net
    
    
    1,462,000
    
    
    
    2,190,000Other assets
    
    
    1,163,000
    
    
    
    694,000TOTAL ASSETS
    
    $
    233,807,000
    
    
    $
    221,741,000LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable and accrued expenses
    
    $
    26,769,000
    
    
    $
    12,727,000Accrued salaries and related expenses
    
    
    5,838,000
    
    
    
    10,606,000Deferred revenue
    
    
    11,342,000
    
    
    
    28,336,000Notes payable  current portion
    
    
    113,000
    
    
    
    226,000Income taxes payable
    
    
    1,761,000
    
    
    
    5,810,000Deferred rent
    
    
    61,000
    
    
    
    200,000TOTAL CURRENT LIABILITIES
    
    
    45,884,000
    
    
    
    57,905,000Deferred income tax liability, long term
    
    
    1,701,000
    
    
    
    1,901,000Notes payable, net of current portion
    
    
    
    
    
    
    56,000Deferred rent
    
    
    1,426,000
    
    
    
    954,000Commitments and contingencies
    
    
    
    
    
    
    STOCKHOLDERS EQUITYCommon stock: $.01 Par Value,
100,000,000 shares authorized,
20,034,213 and 19,468,734 shares issued
at July 3, 2005 and September 30, 2004
    
    
    200,000
    
    
    
    195,000Additional paid in capital
    
    
    157,190,000
    
    
    
    149,043,000Treasury stock at cost, 126,245 shares
    
    
    (534,000
    )
    
    
    (534,000
    )Retained earnings
    
    
    27,940,000
    
    
    
    12,221,000TOTAL STOCKHOLDERS EQUITY
    
    $
    184,796,000
    
    
    $
    160,925,000TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    233,807,000
    
    
    $
    221,741,000
  3




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##### 



ARGON ST, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)
 Third Quarter Ended
    
    Nine Months EndedJuly 3, 2005
    
    June 27, 2004
    
    July 3, 2005
    
    June 27, 2004CONTRACT REVENUES
    
    $
    75,611,000
    
    
    $
    39,050,000
    
    
    $
    188,073,000
    
    
    $
    89,026,000COST OF REVENUES
    
    
    62,555,000
    
    
    
    32,382,000
    
    
    
    151,534,000
    
    
    
    73,528,000GENERAL AND ADMINISTRATIVE
EXPENSES
    
    
    3,474,000
    
    
    
    1,271,000
    
    
    
    11,305,000
    
    
    
    4,749,000INCOME FROM OPERATIONS
    
    
    9,582,000
    
    
    
    5,397,000
    
    
    
    25,234,000
    
    
    
    10,749,000OTHER INCOME (EXPENSE)Interest income
    
    
    193,000
    
    
    
    40,000
    
    
    
    538,000
    
    
    
    90,000Interest expense
    
    
    (1,000
    )
    
    
    (6,000
    )
    
    
    (10,000
    )
    
    
    (10,000
    )192,000
    
    
    
    34,000
    
    
    
    528,000
    
    
    
    80,000INCOME BEFORE INCOME TAXES
    
    
    9,774,000
    
    
    
    5,431,000
    
    
    
    25,762,000
    
    
    
    10,829,000PROVISION FOR INCOME TAXES
    
    
    3,919,000
    
    
    
    2,004,000
    
    
    
    10,043,000
    
    
    
    3,996,000NET INCOME
    
    $
    5,855,000
    
    
    $
    3,427,000
    
    
    $
    15,719,000
    
    
    $
    6,833,000EARNINGS PER SHARE (Basic)
    
    $
    0.30
    
    
    $
    0.28
    
    
    $
    0.80
    
    
    $
    0.56EARNINGS PER SHARE (Diluted)
    
    $
    0.28
    
    
    $
    0.26
    
    
    $
    0.76
    
    
    $
    0.51WEIGHTED-AVERAGE SHARES
OUTSTANDINGBasic
    
    
    19,830,000
    
    
    
    12,226,000
    
    
    
    19,665,000
    
    
    
    12,236,000Diluted
    
    
    20,694,000
    
    
    
    13,305,000
    
    
    
    20,563,000
    
    
    
    13,308,000
  4




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##### 



ARGON ST, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
 Nine Months EndedJuly 3, 2005
    
    June 27, 2004Cash flows from operating activitiesNet income
    
    $
    15,719,000
    
    
    $
    6,833,000Adjustments to reconcile net income to net cash provided by
(used in) operating activities:Depreciation and amortization
    
    
    3,465,000
    
    
    
    923,000Deferred income tax (benefit) provision
    
    
    (533,000
    )
    
    
    Change in:Billed accounts receivable
    
    
    3,658,000
    
    
    
    (18,887,000
    )Unbilled accounts receivable
    
    
    (18,038,000
    )
    
    
    (3,886,000
    )Inventory
    
    
    (287,000
    )
    
    
    Prepaids and other
    
    
    (759,000
    )
    
    
    (937,000
    )Accounts payable and accrued expenses
    
    
    14,042,000
    
    
    
    9,299,000Accrued salaries and related expenses
    
    
    (4,768,000
    )
    
    
    609,000Deferred revenue
    
    
    (16,994,000
    )
    
    
    7,102,000Income taxes payable
    
    
    (419,000
    )
    
    
    1,692,000Deferred rent
    
    
    333,000
    
    
    
    960,000Net cash (used in) provided by operating activities
    
    
    (4,581,000
    )
    
    
    3,708,000Cash flows from investing activitiesAcquisitions of property, equipment and software
    
    
    (3,852,000
    )
    
    
    (1,876,000
    )Net cash used in investing activities
    
    
    (3,852,000
    )
    
    
    (1,876,000
    )Cash flows from financing activitiesPayment on note payable
    
    
    (169,000
    )
    
    
    (147,000
    )Retirement of common stock
    
    
    
    
    
    
    (231,000
    )Proceeeds from exercise of stock options
    
    
    3,352,000
    
    
    
    74,000Proceeeds from employee stock purchase plan exercise
    
    
    1,170,000
    
    
    
    Net cash provided by (used in) financing activities
    
    
    4,353,000
    
    
    
    (304,000
    )Net increase in cash and cash equivalents
    
    
    (4,080,000
    )
    
    
    1,528,000Cash and cash equivalents, beginning of period
    
    
    29,732,000
    
    
    
    4,100,000Cash and cash equivalents, end of period
    
    $
    25,652,000
    
    
    $
    5,628,000Supplemental disclosureIncome taxes paid
    
    $
    10,989,000
    
    
    $
    2,275,000Note payable issued for stock redemption
    
    $
    
    
    
    $
    451,000
  5




---



##### 



ARGON ST, INC. AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
 1. BASIS OF PRESENTATION
         6




---



##### 



2. EARNINGS PER SHARE
  Third Quarter Ended
    
    Nine Months EndedJuly 3, 2005
    
    June 27, 2004
    
    July 3, 2005
    
    June 27, 2004Net Income
    
    $
    5,855,000
    
    
    $
    3,427,000
    
    
    $
    15,719,000
    
    
    
    6,833,000Weighted Average Shares
Outstanding  Basic
    
    
    19,830,000
    
    
    
    12,226,000
    
    
    
    19,665,000
    
    
    
    12,236,000Effect of Dilutive Securities:Net Shares Issuable Upon
Exercise of Stock Options
    
    
    864,000
    
    
    
    1,079,000
    
    
    
    898,000
    
    
    
    1,072,000Weighted Average Shares
Outstanding  Diluted
    
    
    20,694,000
    
    
    
    13,305,000
    
    
    
    20,563,000
    
    
    
    13,308,000Basic Earnings Per Share
    
    $
    0.30
    
    
    $
    0.28
    
    
    $
    0.80
    
    
    $
    0.56Diluted Earnings Per Share
    
    $
    0.28
    
    
    $
    0.26
    
    
    $
    0.76
    
    
    $
    0.51
 3. MERGER
   7




---



##### 



Third Quarter Ended
    
    Nine Months EndedJune 27, 2004
    
    June 27, 2004Historical
    
    Pro forma
    
    Historical
    
    Pro formaRevenue
    
    $
    39,050,000
    
    
    $
    56,330,000
    
    
    $
    89,026,000
    
    
    $
    132,990,000Income from operations
    
    
    5,397,000
    
    
    
    7,554,000
    
    
    
    10,749,000
    
    
    
    15,295,000Net income
    
    
    3,427,000
    
    
    
    4,765,000
    
    
    
    6,833,000
    
    
    
    9,633,000Basic earnings per share
    
    $
    0.28
    
    
    $
    0.25
    
    
    $
    0.56
    
    
    
    0.51Diluted earnings per share
    
    $
    0.26
    
    
    $
    0.24
    
    
    $
    0.51
    
    
    
    0.48Basic wt average shares
    
    
    12,226,000
    
    
    
    18,841,000
    
    
    
    12,236,000
    
    
    
    18,785,000Diluted wt average shares
    
    
    13,305,000
    
    
    
    20,110,000
    
    
    
    13,308,000
    
    
    
    20,030,000
  4. STOCK-BASED COMPENSATION
  8




---



##### 



Third Quarter Ended
    
    Nine Months EndedJuly 3, 2005
    
    June 27, 2004
    
    July 3, 2005
    
    June 27, 2004Net income as reported
    
    $
    5,855,000
    
    
    $
    3,427,000
    
    
    $
    15,719,000
    
    
    $
    6,833,000Add: Stock-based employee
compensation expense included
included in reported net
income,
net of related tax effects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Less: Total stock-based employee
compensation expense
determined under fair value
method for all awards, net of
related tax effects
    
    
    327,000
    
    
    
    35,000
    
    
    
    1,012,000
    
    
    
    105,000Pro forma net income
    
    $
    5,528,000
    
    
    $
    3,392,000
    
    
    $
    14,707,000
    
    
    $
    6,728,000Earnings per share:Basic  as reported
    
    $
    0.30
    
    
    $
    0.28
    
    
    $
    0.80
    
    
    $
    0.56Basic  pro forma
    
    $
    0.28
    
    
    $
    0.28
    
    
    $
    0.75
    
    
    $
    0.55Earnings per share:Diluted  as reported
    
    $
    0.28
    
    
    $
    0.26
    
    
    $
    0.76
    
    
    $
    0.51Diluted  pro forma
    
    $
    0.27
    
    
    $
    0.25
    
    
    $
    0.72
    
    
    $
    0.51
 5. REVOLVING LINE OF CREDIT
   6. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
  9




---



##### 



Notes to Condensed Consolidated Financial
Statements
 7. RELATED PARTY TRANSACTIONS
  10




---



##### 



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   Forward-looking Statements
  Overview
 General
  11




---



##### 



Basis of Discussion/Acquisition
   Revenues
     12




---



##### 



Third Quarter Ended
    
    Nine Months EndedContract Type
    
    July 3, 2005
    
    June 27, 2004
    
    July 3, 2005
    
    June 27, 2004Cost Reimbursable Contracts
    
    
    16
    %
    
    
    17
    %
    
    
    16
    %
    
    
    19
    %Firm Fixed Price Contracts
    
    
    79
    %
    
    
    74
    %
    
    
    79
    %
    
    
    72
    %Time and Material Contracts
    
    
    5
    %
    
    
    9
    %
    
    
    5
    %
    
    
    9
    %
  Backlog
    July 3, 2005
    
    June 27, 2004Funded
    
    $
    198,811,000
    
    
    $
    166,136,000Unfunded
    
    
    69,577,000
    
    
    
    3,284,000Total
    
    $
    268,388,000
    
    
    $
    169,420,000
  Cost of Revenues
  13




---



##### 



General and Administrative Expenses
  Interest Income, net
  Research and Development
   Critical Accounting Practices and Estimates
 General
  Revenue and Cost Recognition
 General
 Accounting for Performance of Construction-Type and Production-Type Contracts
 14




---



##### 



AN/SLQ-25A Contract
  Indirect rate variance
   15




---



##### 



Award Fee Recognition
  Goodwill
  Accounts Receivable
  16




---



##### 



Historical Operating Results
 Third Quarter Ended July 3, 2005 compared to Third Quarter Ended June 27, 2004
  Third Quarter Ended
    
    Increase 2005July 3, 2005
    
    June 27, 2004
    
    Compared to 2004Contract revenues
    
    $
    75,611,000
    
    
    $
    39,050,000
    
    
    $
    36,561,000Cost of revenues
    
    
    62,555,000
    
    
    
    32,382,000
    
    
    
    30,173,000General and
administrative expenses
    
    
    3,474,000
    
    
    
    1,271,000
    
    
    
    2,203,000Provision for income taxes
    
    
    3,919,000
    
    
    
    2,004,000
    
    
    
    1,915,000Net income
    
    
    5,855,000
    
    
    
    3,427,000
    
    
    
    2,428,000
 Revenues:
  Cost of Revenues:
   General and Administrative Expenses:
  17




---



##### 



Interest Income and Interest Expense:
  Income Tax Expense:
  Net Income:
  Nine Months Ended July 3, 2005 compared to Nine Months Ended June 27, 2004
  Nine Months Ended
    
    Increase 2005July 3, 2005
    
    June 27, 2004
    
    Compared to 2004Contract revenues
    
    $
    188,073,000
    
    
    $
    89,026,000
    
    
    $
    99,047,000Cost of revenues
    
    
    151,534,000
    
    
    
    73,528,000
    
    
    
    78,006,000General and
administrative expenses
    
    
    11,305,000
    
    
    
    4,749,000
    
    
    
    6,556,000Provision for income taxes
    
    
    10,043,000
    
    
    
    3,996,000
    
    
    
    6,047,000Net income
    
    
    15,719,000
    
    
    
    6,833,000
    
    
    
    8,886,000
 Revenues:
  Cost of Revenues:
  18




---



##### 



General and Administrative Expenses:
  Interest Income and Interest Expense:
  Income Tax Expense:
  Net Income:
  Pro forma Financial Results of Operations
   19




---



##### 



Third Quarter Ended
    
    Nine Months EndedJune 27, 2004
    
    June 27, 2004Historical
    
    Pro forma
    
    Historical
    
    Pro formaRevenue
    
    $
    39,050,000
    
    
    $
    56,330,000
    
    
    $
    89,026,000
    
    
    $
    132,990,000Income from operations
    
    
    5,397,000
    
    
    
    7,554,000
    
    
    
    10,749,000
    
    
    
    15,295,000Net income
    
    
    3,427,000
    
    
    
    4,765,000
    
    
    
    6,833,000
    
    
    
    9,633,000Basic earnings per share
    
    $
    0.28
    
    
    $
    0.25
    
    
    $
    0.56
    
    
    $
    0.51Diluted earnings per share
    
    $
    0.26
    
    
    $
    0.24
    
    
    $
    0.51
    
    
    $
    0.48Basic weighted average shares
    
    
    12,226,000
    
    
    
    18,841,000
    
    
    
    12,236,000
    
    
    
    18,785,000Diluted weighted average shares
    
    
    13,305,000
    
    
    
    20,110,000
    
    
    
    13,308,000
    
    
    
    20,030,000
  Analysis of Liquidity and Capital Resources
     20




---



##### 



Contractual Obligations and Commitments
  Due in
    
    Due in
    
    Due in
    
    Due in
    
    Due inTotal
    
    2005
    
    2006
    
    2007
    
    2008
    
    2009
    
    ThereafterOperating leases
    
    $
    26,675,000
    
    
    $
    1,377,000
    
    
    $
    5,371,000
    
    
    $
    5,329,000
    
    
    $
    5,328,000
    
    
    $
    3,229,000
    
    
    $
    6,041,000Note Payable
    
    
    113,000
    
    
    
    57,000
    
    
    
    56,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Line of credit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    26,788,000
    
    
    $
    1,434,000
    
    
    $
    5,427,000
    
    
    $
    5,329,000
    
    
    $
    5,328,000
    
    
    $
    3,229,000
    
    
    $
    6,041,000
  Total
    
    Less Than 1 Year
    
    1-3 YearsLetters of credit
    
    $
    1,554,000
    
    
    $
    1,050,000
    
    
    $
    504,000
  21




---



##### 



Recent Accounting Pronouncements
   Notes to Condensed Consolidated Financial Statements
 Market Risks
  Cash and Cash Equivalents:
  Interest Rates:
  22




---



##### 



Foreign Currency:
  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
  ITEM 4. CONTROLS AND PROCEDURES
 a)
    
    The Companys management has evaluated, with the participation of the Companys
Chief Executive Officer and Chief Financial Officer, the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended) as of the end of the period covered by
this Quarterly Report on Form 10-Q. Based on this evaluation, the Companys Chief
Executive Officer and Chief Financial Officer have concluded that the Companys
disclosure controls and procedures are effective to ensure that information the Company
is required to disclose in reports that it files or submits under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules and
forms.b)
    
    During the last quarter, there were no changes in the Companys internal
controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under
the Securities Exchange Act of 1934, as amended) that have materially affected these
controls, or are reasonably likely to materially affect these controls subsequent to
the evaluation of these controls.
 23




---



##### 



PART
II  OTHER INFORMATION
 ITEM 5. OTHER INFORMATION
  ITEM 6. EXHIBITS
 ExhibitNumber
    
    Description of Exhibit3.1
    
    Amended and Restated Certificate of Incorporation of
the registrant (incorporated by reference to Exhibit
3.1 of registrants Registration Statement on Form
S-1 filed on August 26, 2002, Registration Statement
No. 333-98757)3.1.1
    
    Amendment, dated September 28, 2004, to the
registrants Amended and Restated Certificate of
Incorporation (incorporated by reference to Exhibit
3.1 the registrants Current Report on Form 8-K
covering Items 2.10, 5.01, 5.02, 8.01 and 9.01 of
Form 8-K, filed October 5, 2004)3.1.2
    
    Amendment, dated March 15, 2005, to the registrants
Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1.2 to the
registrants Quarterly Report on Form 10-Q for the
quarterly period ended April 3, 2005, filed May 11,
2005)3.2
    
    Amended and Restated Bylaws of the registrant
(incorporated by reference to Exhibit 13(a)(i) of
registrants Report on Form 10-KSB for the Year Ended
September 30, 2001, Commission File No. 000-08193)4.1
    
    Form of Common Stock Certificate (incorporated by
reference to Exhibit 4.1 of registrants Registration
Statement on Form S-1 filed on August 26, 2002,
Registration Statement No. 333-987570)10.1
    
    Amended and Restated Line of Credit Agreement with
Bank of America (incorporated by reference to Exhibit
10.1 of registrants Registration Statement on Form
S-1 filed on August 26, 2002, Registration Statement
No. 333-98757)10.1.1
    
    Third Amendment to Second Amended and Restated
Financing and Security Agreement (incorporated by
reference to Exhibit 10.1 of registrants Report on
Form 10-Q for the quarter ended March 31, 2004,
Commission File No. 000-08193)10.2+
    
    The Sensytech. Inc. 2002 Stock Incentive Plan
(incorporated by reference to registrants Schedule
14A filed with the Commissions on April 22, 2002,
Commission File No. 000-08193)10.3+
    
    Argon Engineering Associates, Inc. Stock Plan
(incorporated by reference to Exhibit 10.3 to
registrants Annual Report on From 10-K for the
fiscal year ended September 30, 2004, filed December
14, 2004)10.4+
    
    Retention Agreement dated February 17, 2004, by and
between the registrant and Donald F. Fultz
(incorporated by reference to Exhibit 10.3 of
registrants Registration Statement on Form S-4 filed
on July 16, 2004, Registration Statement No.
333-117430)10.5+
    
    Retention Agreement dated February 17, 2004, by and
between the registrant and S. Kent Rockwell
(incorporated by reference to Exhibit 10.3 of
registrants Registration Statement on Form S-4 filed
on July 16, 2004, Registration Statement No.
333-117430)31.1*
    
    Certification of the registrants Chief Executive
Officer pursuant to Rule 13a-14(a)/15d-14(a) under
the Securities Exchange Act31.2*
    
    Certification of the registrants Chief Financial
Officer pursuant to Rule 13a-14(a)/15d-14(a) under
the Securities Exchange Act
 24




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##### 



ExhibitNumber
    
    Description of Exhibit32.1**
    
    Certification pursuant to Rule 13a-14(b)/15d-14(b)
under the Securities Exchange Act and Section 1350 of
chapter 63 of Title 8 of the United States Code
 
 *
    
    Filed herewith**
    
    Furnished herewith+
    
    Indicates management contract or compensatory plan or arrangement 25




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##### 



SIGNATURES
  ARGON ST, INC.
(Registrant)By: /s/ Terry L. CollinsTerry L. Collins, Ph. D.
Chairman and Chief Executive OfficerBy: /s/ Victor F. SellierVictor F. Sellier
Chief Financial Officer
  26