##### Table of Contents



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 September 30, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 Commission File Number 0-11250
 DIONEX CORPORATION
  Delaware
    
    94-2647429(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 1228 Titan Way, Sunnyvale, California
    
    94085(Address of principal executive offices)
    
    (Zip Code)
   R £
  R £
  £ R
  CLASS
    
    NUMBER OF SHARESCommon Stock
    
    20,023,743




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PagePART I. FINANCIAL INFORMATIONITEM 1.
    
    FINANCIAL STATEMENTSCONDENSED
CONSOLIDATED BALANCE SHEETS September 30, 2005 and June 30, 2005
    
    
    3CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended September 30, 2005 and 2004
    
    
    4CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended September 30, 2005 and 2004
    
    
    5NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    
    6-12ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
    
    
    13-21ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
    
    
    22ITEM 4.
    
    CONTROLS AND PROCEDURES
    
    
    22-23PART II. OTHER INFORMATIONITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    23-24ITEM 6.
    
    EXHIBITS
    
    
    25-26SIGNATURES
    
    
    
    
    27EXHIBITSEXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
 2




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September 30,
    
    
    June 30,2005
    
    
    2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    39,287
    
    
    $
    42,679Short-term investments
    
    
    8,554
    
    
    
    11,102Accounts receivable (net of allowance for doubtful accounts of $1,015 at
September 30, 2005 and $953 at June 30, 2005)
    
    
    52,928
    
    
    
    55,450Inventories
    
    
    26,439
    
    
    
    26,510Deferred taxes
    
    
    7,820
    
    
    
    9,978Prepaid expenses and other
    
    
    8,357
    
    
    
    6,364Total current assets
    
    
    143,385
    
    
    
    152,083Property, plant and equipment, net
    
    
    55,344
    
    
    
    53,914Goodwill
    
    
    24,594
    
    
    
    24,638Intangible assets, net
    
    
    5,514
    
    
    
    2,917Other assets
    
    
    4,589
    
    
    
    4,601$
    233,426
    
    
    $
    238,153LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Notes payable to banks
    
    $
    711
    
    
    $
    Accounts payable
    
    
    8,047
    
    
    
    10,031Accrued liabilities
    
    
    32,247
    
    
    
    34,939Income taxes payable
    
    
    1,298
    
    
    
    1,593Accrued product warranty
    
    
    3,336
    
    
    
    3,514Total current liabilities
    
    
    45,639
    
    
    
    50,077Deferred taxes
    
    
    3,459
    
    
    
    4,196Other long-term liabilities
    
    
    1,023
    
    
    
    831Stockholders equity:Preferred stock (par value $.001 per share; 1,000,000 shares authorized; none outstanding)
    
    
    
    
    
    
    Common stock (par value $.001 per share; 80,000,000 shares authorized; issued and
outstanding: 20,034,610 shares at September 30, 2005 and 20,161,092 shares at June 30,
2005
    
    
    128,597
    
    
    
    120,359Retained earnings
    
    
    49,964
    
    
    
    57,451Accumulated other comprehensive income
    
    
    4,744
    
    
    
    5,239Total stockholders equity
    
    
    183,305
    
    
    
    183,049$
    233,426
    
    
    $
    238,153
  3




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Three Months EndedSeptember 30,2005
    
    
    2004Net sales
    
    $
    68,100
    
    
    $
    63,208Cost of sales
    
    
    23,770
    
    
    
    21,576Gross profit
    
    
    44,330
    
    
    
    41,632Operating expenses:Selling, general and administrative
    
    
    26,680
    
    
    
    22,418Research and product development
    
    
    5,534
    
    
    
    4,929Total operating expenses
    
    
    32,214
    
    
    
    27,347Operating income
    
    
    12,116
    
    
    
    14,285Interest income
    
    
    311
    
    
    
    202Interest expense
    
    
    (53
    )
    
    
    (52
    )Other income (expense), net
    
    
    1,473
    
    
    
    455Income before taxes
    
    
    13,847
    
    
    
    14,890Taxes on income
    
    
    4,833
    
    
    
    5,226Net income
    
    $
    9,014
    
    
    $
    9,664Basic earnings per share
    
    $
    0.45
    
    
    $
    0.47Diluted earnings per share
    
    $
    0.44
    
    
    $
    0.45Shares used in computing earnings per share amounts:Basic
    
    
    20,114
    
    
    
    20,718Diluted
    
    
    20,687
    
    
    
    21,493
  4




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Three Months EndedSeptember 30,2005
    
    
    2004Cash flows
from operating activities:Net income
    
    $
    9,014
    
    
    $
    9,664Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    1,702
    
    
    
    1,410Gain on sale of marketable securities
    
    
    
    
    
    
    (646
    )Non-cash stock based compensation
    
    
    1,677
    
    
    
    Tax benefit related to stock option plans
    
    
    (1,927
    )
    
    
    441Deferred taxes on income
    
    
    2,734
    
    
    
    (90
    )Changes in assets and liabilities:Accounts receivable
    
    
    2,126
    
    
    
    3,969Inventories
    
    
    (59
    )
    
    
    (76
    )Prepaid expenses and other assets
    
    
    (1,982
    )
    
    
    (208
    )Accounts payable
    
    
    (1,961
    )
    
    
    (410
    )Accrued liabilities
    
    
    (2,360
    )
    
    
    (874
    )Income taxes payable
    
    
    1,649
    
    
    
    151Accrued product warranty
    
    
    (162
    )
    
    
    136Net cash provided by operating activities
    
    
    10,451
    
    
    
    13,467Cash flows from investing activities:Proceeds from sale of marketable securities
    
    
    12,141
    
    
    
    14,790Purchase of marketable securities
    
    
    (9,614
    )
    
    
    (19,900
    )Purchase of property, plant and equipment
    
    
    (3,051
    )
    
    
    (1,339
    )Purchase of intangible assets
    
    
    (3,056
    )
    
    
    Other
    
    
    29
    
    
    
    Net cash used for investing activities
    
    
    (3,551
    )
    
    
    (6,449
    )Cash flows from financing activities:Net change in revolving line of credit
    
    
    711
    
    
    
    (135
    )Sale of common stock
    
    
    6,856
    
    
    
    4,557Tax benefit related to stock option plans
    
    
    1,927
    
    
    
    Repurchase of common stock
    
    
    (18,769
    )
    
    
    (13,722
    )Net cash used for financing activities
    
    
    (9,275
    )
    
    
    (9,300
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (1,017
    )
    
    
    635Net decrease in cash and cash equivalents
    
    
    (3,392
    )
    
    
    (1,647
    )Cash and cash equivalents, beginning of period
    
    
    42,679
    
    
    
    46,673Cash and cash equivalents, end of period
    
    $
    39,287
    
    
    $
    45,026Supplemental disclosures of cash flow information:Income taxes paid
    
    $
    3,769
    
    
    $
    4,857Interest paid
    
    $
    13
    
    
    $
    36
  5




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.
     6




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Cost of Sales
    
    $
    55Selling, general and administrative expenses
    
    
    1,198Research and development expenses
    
    
    424Tax Benefit
    
    
    (388
    )$
    1,289
   7




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Three Months EndedSeptember 30,2004Net income, as reported
    
    $
    9,664Less: Total stock-based employee
compensation expense determined
under fair value method for all
awards
    
    
    2,560Tax benefit
    
    
    (712
    )Pro forma net income
    
    $
    7,816Earnings per share:Basic  as reported
    
    $
    0.47Basic  pro forma
    
    $
    0.38Diluted  as reported
    
    $
    0.45Diluted  pro forma
    
    $
    0.36
  Three MonthsEnded September 30,2005
    
    2004Volatility for options
    
    
    40
    %
    
    
    47
    %Volatility for employee stock purchase plan
    
    
    29
    %
    
    
    28
    %Risk-free interest rate for options
    
    
    4.00
    %
    
    
    3.56
    %Risk-free interest rate for employee stock purchase plan
    
    
    3.60
    %
    
    
    1.74
    %Expected life of options
    
    4.75 years
    
    
    5.6 yearsExpected life of employee stock purchase plan
    
    6 months
    
    
    6 monthsExpected dividend
    
    $
    0.00
    
    
    $
    0.00
    September 30,
    
    
    June 30,2005
    
    
    2005Finished goods
    
    $
    14,035
    
    
    $
    14,032Work in process
    
    
    1,865
    
    
    
    2,257Raw materials and subassemblies
    
    
    10,539
    
    
    
    10,221$
    26,439
    
    
    $
    26,510
 8




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Consolidated Statement of Cash Flows
 Three Months EndedSeptember 30, 2004As Previously
    
    
    
    
    
    
    AsReported
    
    
    Adjustments
    
    
    ReclassifiedProceeds from sale of marketable securities
    
    
    960
    
    
    
    13,830
    
    
    
    14,790Purchase of marketable securities
    
    
    
    
    
    
    (19,900
    )
    
    
    (19,900
    )Net cash used for investing activities
    
    
    (379
    )
    
    
    (6,070
    )
    
    
    (6,449
    )Net increase(decrease) in cash and cash equivalents
    
    
    4,423
    
    
    
    (6,070
    )
    
    
    (1,647
    )
   FairValue ofGross
    
    
    Gross
    
    
    InvestmentsMarket
    
    
    Cost
    
    
    Unrealized
    
    
    Unrealized
    
    
    with UnrealizedValue
    
    
    Basis
    
    
    Gains
    
    
    Losses
    
    
    Losses(In thousands)September 30, 2005Available for Sale:Corporate Bonds and Notes(1)
    
    $
    316
    
    
    $
    332
    
    
    
    0
    
    
    $
    (16
    )
    
    $
    316Held to Maturity:Auction Rate Securities
    
    
    8,238
    
    
    
    8,238
    
    
    
    0
    
    
    
    0
    
    
    
    0$
    8,554
    
    
    $
    8,570
    
    
    $
    0
    
    
    $
    (16
    )
    
    $
    316June 30, 2005Available for sale:Corporate Bonds and notes
    
    
    977
    
    
    
    1,013
    
    
    
    0
    
    
    
    (36
    )
    
    
    977Held to Maturity:Auction Rate Securities
    
    
    10,125
    
    
    
    10,125
    
    
    
    0
    
    
    
    0
    
    
    
    0$
    11,102
    
    
    $
    11,138
    
    
    $
    0
    
    
    $
    (36
    )
    
    $
    977
 
 (1)
    
    These short-term investments have been in a loss position for greater than 12 months. 9




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Three Months EndedSeptember 30,2005
    
    
    2004Net income, as reported
    
    $
    9,014
    
    
    $
    9,664Foreign currency translation adjustments, net of taxes
    
    
    (508
    )
    
    
    1,085Unrealized gain/(loss) on securities available for sale, net of taxes
    
    
    13
    
    
    
    (117
    )Comprehensive income
    
    $
    8,519
    
    
    $
    10,632
       Three Months EndedSeptember 30,2005
    
    
    2004Numerator:Net Income
    
    $
    9,014
    
    
    $
    9,664Denominator:Weighted average shares used to
compute net income per common share 
basic
    
    
    20,114
    
    
    
    20,718Effect of dilutive stock options
    
    
    573
    
    
    
    775Weighted average shares used to
compute net income per common share 
diluted
    
    
    20,687
    
    
    
    21,493Basic earnings per share
    
    $
    0.45
    
    
    $
    0.47Diluted earnings per share
    
    $
    0.44
    
    
    $
    0.45
  10




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TotalBalance as of July 1, 2005
    
    $
    24,638Translation adjustments
    
    
    (44
    )Balance as of September 30, 2005
    
    $
    24,594
   As of September 30, 2005
    
    
    As of June 30, 2005Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and Trademarks
    
    $
    3,435
    
    
    $
    (452
    )
    
    $
    2,983
    
    
    $
    379
    
    
    $
    (379
    )
    
    $
    Developed Technology
    
    
    9,687
    
    
    
    (8,196
    )
    
    
    1,491
    
    
    
    9,718
    
    
    
    (7,889
    )
    
    
    1,829Other
    
    
    1,313
    
    
    
    (273
    )
    
    
    1,040
    
    
    
    1,325
    
    
    
    (237
    )
    
    
    1,088Total
    
    $
    14,435
    
    
    $
    (8,921
    )
    
    $
    5,514
    
    
    $
    11,422
    
    
    $
    (8,505
    )
    
    $
    2,917
     RemainingYear Ending
    
    AmortizationJune 30,
    
    Expense2006
    
    $
    1,0092007
    
    
    1,3022008
    
    
    7962009
    
    
    5882010
    
    
    548Thereafter
    
    
    1,271Total
    
    $
    5,514
 11




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ChargedBalance
    
    
    
    
    
    
    (Credited)
    
    
    
    
    
    
    BalanceBeginning
    
    
    
    
    
    
    To Other
    
    
    
    
    
    
    End ofof Period
    
    
    Additions
    
    
    Accounts (1)
    
    
    Deductions (2)
    
    
    PeriodAccrued Product Warranty
Three Months Ended:September 30, 2005
    
    $
    3,514
    
    
    $
    1,137
    
    
    $
    (18
    )
    
    $
    (1,297
    )
    
    $
    3,336September 30, 2004
    
    $
    3,584
    
    
    $
    673
    
    
    $
    32
    
    
    $
    (535
    )
    
    $
    3,754
 
 (1)
    
    Effects of exchange rate changes(2)
    
    Product warranty costs       Three months endedSeptember 30,(In thousands)2005
    
    
    2004Products
    
    $
    59,941
    
    
    $
    55,352Installation and Training Services
    
    
    1,972
    
    
    
    2,052Maintenance
    
    
    6,187
    
    
    
    5,804$
    68,100
    
    
    $
    63,208
 12




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14




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Q1 FY 06
    
    
    Q1 FY 05Percentage change in net salesTotal:
    
    
    8
    %
    
    
    19
    %By geographic region:North America
    
    
    0
    %
    
    
    8
    %Europe
    
    
    8
    %
    
    
    17
    %Asia/Pacific
    
    
    17
    %
    
    
    42
    %
 Q1 FY 06
    
    
    Q1 FY 05Percentage of change in net sales excluding currency fluctuationsTotal:
    
    
    7
    %
    
    
    13
    %By geographic region:North America
    
    
    -1
    %
    
    
    6
    %Europe
    
    
    8
    %
    
    
    6
    %Asia/Pacific
    
    
    17
    %
    
    
    37
    %
          15




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Payments Due by PeriodLess Than
    
    
    1-3
    
    
    4-5
    
    
    After 5Total
    
    
    1 Year
    
    
    Year
    
    
    Years
    
    
    YearsOperating Lease Obligations
    
    $
    17,895
    
    
    $
    4,193
    
    
    $
    6,299
    
    
    $
    3,996
    
    
    $
    3,407
   16




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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 Summary.
  Revenue Recognition Policy.
 17




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Loss Provisions on Accounts Receivable and Inventory.
  Long-Lived Assets, Intangible Assets with Finite Lives and Goodwill.
 
    
    significant underperformance relative to historical or projected future operating results;
    
    significant negative industry or economic trends; and
    
    significant changes or developments in strategic technology.
 18




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Taxes on Income.
  The continuation or spread of the current economic uncertainty in key markets would likely harm the
Companys operating results.
  Foreign currency fluctuations and other risks related to international operations may adversely
affect the Companys operating results.
  Fluctuations in worldwide demand for analytical instrumentation could affect the Companys
operating results.
  Fluctuations in the Companys quarterly operating results may cause the Companys stock price to
decline.
  19




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The Companys results of operations and financial condition will suffer if the Company does not
introduce new products that are attractive to its customers on a timely basis.
  The analytical instrument market is highly competitive, and the Companys inability to compete
effectively in this market would adversely affect its results of operations and financial
condition.
  The Company may experience difficulties with obtaining components from sole- or limited-source
suppliers, or manufacturing delays, either of which could adversely affect its results of
operations.
   The Companys executive officers and other key employees are critical to the business, they may not
remain with the Company in the future and finding talented replacements would be difficult.
  The success of Dionexs business is dependent in part on protection of proprietary information and
inventions. Obtaining and protecting the Companys proprietary products, processes and technologies
can be difficult and expensive.
  20




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In the event the Company is unable to satisfy regulatory requirements relating to internal
controls, or if its internal controls over financial reporting are not effective, its business and
stock price could suffer.
     21




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Foreign Currency Exchange.
  Interest and Investment Income.
 Debt and Interest Expense.
 
   22




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Planned Remediation Steps to address the Material Weakness.
 
    
    reviewed with senior management and the audit committee of its board of directors the
issues which led to the material weakness;
    
    is making significant enhancements to provide a more accurate account and variance analyses;
    
    is establishing clear responsibilities among the Companys world-wide accounting
personnel and increasing their formal
interaction and coordination to reflect better segregation of duties
    
    is implementing the use of monthly checklists and journal entry logs at the Companys
subsidiaries
    
    we believe that the corrective steps being taken above will sufficiently remediate this
material weakness.
 
  
   23




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Total
    
    
    
    
    
    
    MaximumShares
    
    
    
    
    
    
    Number ofPurchased
    
    
    Additional
    
    
    Shares thatTotal
    
    
    
    
    
    
    as Part of
    
    
    Shares
    
    
    May Yet BeNumber
    
    
    Avg.
    
    
    Publicly
    
    
    Authorized
    
    
    Purchasedof Shares
    
    
    Price Paid
    
    
    Announced
    
    
    for
    
    
    Under thePeriod
    
    Purchased
    
    
    per Share
    
    
    Program(1)
    
    
    Purchase (1)
    
    
    Program (1)Jul. 1  31, 2005
    
    
    
    
    
    
    
    
    
    
    3,499,700
    
    
    
    21,250
    
    
    
    1,063,710Aug. 1  31, 2005
    
    
    385,900
    
    
    $
    48.64
    
    
    
    3,885,600
    
    
    
    236,368
    
    
    
    914,178Sep. 1  30, 2005
    
    
    
    
    
    
    
    
    
    
    3,885,600
    
    
    
    1,800
    
    
    
    915,978
 
 (1)
    
    The current repurchase of 1.5 million shares of common stock plus that number of
shares of common stock equal to the number of shares issued pursuant to employee stock plans subsequent to
that date. 24




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Item 6. EXHIBITS
 ExhibitNumber
    
    Description
    
    Reference3.1
    
    Restated Certificate of Incorporation, filed November 6, 1996
    
    
    (2
    )3.2
    
    Bylaws, as amended on July 29, 2002
    
    
    (5
    )4.1
    
    Stockholder Rights Agreement dated January 21, 1999, between the Company and BankBoston N.A.
    
    
    (3
    )10.1
    
    Agreement, effective as of January 1, 1975, between The Dow Chemical Company and International Plasma Corporation
    
    
    (1
    )10.2
    
    Memorandum agreement, dated March 14, 1975, between The Dow Chemical Company and International Plasma Corporation
    
    
    (1
    )10.3
    
    Agreement, dated March 6, 1975, between International Plasma Corporation and the former Dionex Corporation
    
    
    (1
    )10.4
    
    Consent to Assignment executed as of March 26, 1980, between the Dow Chemical Company and the former Dionex Corporation
    
    
    (1
    )10.5
    
    Amendatory Agreement, effective as of November 1, 1981, between The Dow Chemical Company and the Company (with certain confidential information deleted)
    
    
    (1
    )10.6
    
    Amendatory Agreement, effective as of July 1, 1982, between The Dow Chemical Company and the Company (with certain confidential information deleted)
    
    
    (1
    )10.7
    
    Medical Care Reimbursement Plan (Exhibit 10.17)
    
    
    (1
    )10.8
    
    Credit Agreement dated November 13, 2000 between Wells Fargo Bank and the Company (Exhibit 10.15)
    
    
    (4
    )10.11
    
    First amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and the Company
    
    
    (6
    )10.12
    
    Stock Option Plan (Exhibit 99.1)10.13
    
    Form of Stock Option Agreement for non-employee directors (Exhibit 99.2)
    
    
    (8
    )10.14
    
    Form of Stock Option Agreement for other than non-employee directors (Exhibit 99.3)
    
    
    (8
    )10.15
    
    Employee Stock Participation Plan (Exhibit 10.13)
    
    
    (7
    )10.16
    
    Second amendment to Credit Agreement dated November 13, 2000 between Wells Fargo Bank and the Company (Exhibit 10.1)
    
    
    (9
    )10.17
    
    Change in Control Severance Benefit Plan (Exhibit 10.15)
    
    
    (10
    )10.18
    
    2006 Officers Salaries  Reference 8-K filed
    
    
    (11
    )21.1
    
    Subsidiaries of the Company
    
    
    (12
    )31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    
    
    *31.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    
    
    *32.1
    
    Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
    
    *
 25




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Reference32.2
    
    Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
    
    *
 
 (1)
    
    Incorporated by reference to the indicated exhibit in Amendment No. 1 of the Companys
Registration Statement on Form S-1 filed December 7, 1982.(2)
    
    Incorporated by reference to the corresponding exhibit in the Companys Annual Report on
Form 10-Q filed February 13, 1997.(3)
    
    Incorporated by reference to the corresponding exhibit in the Companys Quarterly Report on
Form 10-Q filed February 16, 1999.(4)
    
    Incorporated by reference to the indicated exhibit in the Companys Quarterly Report on
Form 10-Q filed February 14, 2001.(5)
    
    Incorporated by reference to the indicated Exhibit 10.17 in the Companys Annual Report on
Form 10-K filed August 28, 2002.(6)
    
    Incorporated by reference to the indicated Exhibit in the Companys Annual Report on Form
10-K filed September 24, 2003.(7)
    
    Incorporated by reference to the indicated exhibit in the Companys Annual Report on Form
10-K filed September 10, 2004.(8)
    
    Incorporated by reference to the Companys Registration Statement on Form S-8 filed
December 8, 2004.(9)
    
    Incorporated by reference to the indicated exhibit in the Companys current Report on Form
8-K filed December 22, 2004.(10)
    
    Incorporated by reference to the indicated exhibit in the Companys Quarterly Report on Form
10-Q filed May 10, 2005.(11)
    
    Incorporated by reference to the indicated exhibit in the Companys Annual Report on Form
10-K filed October 12, 2005. 26




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##### Table of Contents



DIONEX CORPORATION
(Registrant)Date: November 9, 2005
    
    By:
    
    /s/ Lukas BraunschweilerLukas BraunschweilerPresident, Chief Executive Officer And DirectorBy:
    
    /s/ Craig A. McCollamCraig A. McCollamVice President, and Chief Financial Officer
 27




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##### Table of Contents



31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.