##### 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, 2006
 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 No. 000-30109
 
 LUMINEX CORPORATION
  DELAWARE
    
    74-2747608(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)12212 TECHNOLOGY BLVD., AUSTIN, TEXAS
    
    78727(Address of principal executive offices)
    
    (Zip Code)
 (512) 219-8020
 
 þ o
  o þ o
 o þ




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##### 



INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)Condensed Consolidated Balance Sheets as of September 30, 2006 and December 31, 2005
    
    
    1Condensed Consolidated Statements of Operations for the three and nine months ended
September 30, 2006 and 2005
    
    
    2Condensed Consolidated Statements of Cash Flows for the three and nine months ended
September 30, 2006 and 2005
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    21PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    22Item 1A. Risk Factors
    
    
    22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 6. Exhibits
    
    
    23SIGNATURES and EXHIBITS
    
    
    S-1Ex-31.1 Section 302 CertificationEx-31.2 Section 302 CertificationEx-32.1 Section 906 CertificationEx-32.2 Section 906 Certification
  ii




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##### Table of Contents



PART I
 
 ITEM 1. FINANCIAL STATEMENTS
 LUMINEX CORPORATION
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
 September 30,
    
    
    December 31,2006
    
    
    2005(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    24,886
    
    
    $
    25,206Short-term investments
    
    
    11,181
    
    
    
    10,947Accounts receivable, net
    
    
    8,296
    
    
    
    6,580Inventory, net
    
    
    4,461
    
    
    
    4,281Other
    
    
    1,196
    
    
    
    1,170Total current assets
    
    
    50,020
    
    
    
    48,184Property and equipment, net
    
    
    4,211
    
    
    
    3,222Long-term investments
    
    
    7,641
    
    
    
    5,466Other
    
    
    1,103
    
    
    
    1,163Total assets
    
    $
    62,975
    
    
    $
    58,035LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,880
    
    
    $
    3,412Accrued liabilities
    
    
    2,785
    
    
    
    2,970Deferred revenue
    
    
    2,305
    
    
    
    2,438Total current liabilities
    
    
    6,970
    
    
    
    8,820Deferred revenue and other
    
    
    4,264
    
    
    
    4,505Total liabilities
    
    
    11,234
    
    
    
    13,325Stockholders equity:Common stock
    
    
    32
    
    
    
    32Additional paid-in capital
    
    
    137,318
    
    
    
    135,440Deferred stock compensation
    
    
    
    
    
    
    (4,219
    )Accumulated other comprehensive gain
    
    
    44
    
    
    
    18Accumulated deficit
    
    
    (85,653
    )
    
    
    (86,561
    )Total stockholders equity
    
    
    51,741
    
    
    
    44,710Total liabilities and stockholders equity
    
    $
    62,975
    
    
    $
    58,035




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LUMINEX CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(unaudited)
    
    
    (unaudited)Revenue
    
    $
    12,514
    
    
    $
    10,764
    
    
    $
    38,779
    
    
    $
    30,736Cost of revenue
    
    
    4,732
    
    
    
    5,294
    
    
    
    15,077
    
    
    
    14,066Gross profit
    
    
    7,782
    
    
    
    5,470
    
    
    
    23,702
    
    
    
    16,670Operating expenses:Research and development
    
    
    2,348
    
    
    
    1,469
    
    
    
    6,335
    
    
    
    3,974Selling, general and administrative
    
    
    5,869
    
    
    
    4,992
    
    
    
    17,956
    
    
    
    14,481Total operating expenses
    
    
    8,217
    
    
    
    6,461
    
    
    
    24,291
    
    
    
    18,455Loss from operations
    
    
    (435
    )
    
    
    (991
    )
    
    
    (589
    )
    
    
    (1,785
    )Other income, net
    
    
    544
    
    
    
    337
    
    
    
    1,511
    
    
    
    799Settlement of litigation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (322
    )Income taxes
    
    
    2
    
    
    
    (3
    )
    
    
    (14
    )
    
    
    (10
    )Net income (loss)
    
    $
    111
    
    
    $
    (657
    )
    
    $
    908
    
    
    $
    (1,318
    )Net income (loss) per share, basic
    
    $
    0.00
    
    
    $
    (0.02
    )
    
    $
    0.03
    
    
    $
    (0.04
    )Shares used in computing net income (loss)
per share, basic
    
    
    31,507
    
    
    
    31,039
    
    
    
    31,358
    
    
    
    30,954Net income (loss) per share, diluted
    
    $
    0.00
    
    
    $
    (0.02
    )
    
    $
    0.03
    
    
    $
    (0.04
    )Shares used in computing net income (loss)
per share, diluted
    
    
    33,155
    
    
    
    31,039
    
    
    
    32,682
    
    
    
    30,954
 
 2




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LUMINEX CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(unaudited)
    
    
    (unaudited)Operating activities:Net income (loss)
    
    $
    111
    
    
    $
    (657
    )
    
    $
    908
    
    
    $
    (1,318
    )Adjustments to reconcile net income (loss) to net cash
provided by operating activities:Depreciation and amortization
    
    
    339
    
    
    
    274
    
    
    
    1,086
    
    
    
    756Stock-based compensation
    
    
    1,433
    
    
    
    476
    
    
    
    3,857
    
    
    
    1,139Loss on disposal of assets
    
    
    
    
    
    
    
    
    
    
    25
    
    
    
    Other
    
    
    (2
    )
    
    
    (14
    )
    
    
    (12
    )
    
    
    (89
    )Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (240
    )
    
    
    48
    
    
    
    (1,716
    )
    
    
    22Inventory, net
    
    
    (318
    )
    
    
    2,034
    
    
    
    (180
    )
    
    
    2,308Prepaids and other
    
    
    (113
    )
    
    
    3
    
    
    
    (84
    )
    
    
    15Accounts payable
    
    
    (27
    )
    
    
    (315
    )
    
    
    (1,532
    )
    
    
    (414
    )Accrued liabilities
    
    
    457
    
    
    
    198
    
    
    
    (378
    )
    
    
    (503
    )Deferred revenue
    
    
    (150
    )
    
    
    186
    
    
    
    (374
    )
    
    
    1,255Net cash provided by operating activities
    
    
    1,490
    
    
    
    2,233
    
    
    
    1,600
    
    
    
    3,171Investing activities:Net purchases of held-to-maturity investments
    
    
    (1,364
    )
    
    
    
    
    
    
    (2,409
    )
    
    
    (241
    )Purchase of property and equipment
    
    
    (442
    )
    
    
    (759
    )
    
    
    (1,970
    )
    
    
    (1,770
    )Proceeds from the sale of assets
    
    
    17
    
    
    
    
    
    
    
    24
    
    
    
    Other investing activities
    
    
    (25
    )
    
    
    
    
    
    
    (25
    )
    
    
    Net cash used in investing activities
    
    
    (1,814
    )
    
    
    (759
    )
    
    
    (4,380
    )
    
    
    (2,011
    )Financing activities:Proceeds
from exercise of stock options
    
    
    1,000
    
    
    
    499
    
    
    
    2,434
    
    
    
    1,023Net cash provided by financing activities
    
    
    1,000
    
    
    
    499
    
    
    
    2,434
    
    
    
    1,023Effect of foreign currency exchange rate on cash
    
    
    4
    
    
    
    
    
    
    
    26
    
    
    
    90Change in cash and cash equivalents
    
    
    680
    
    
    
    1,973
    
    
    
    (320
    )
    
    
    2,273Cash and cash equivalents, beginning of period
    
    
    24,206
    
    
    
    19,538
    
    
    
    25,206
    
    
    
    19,238Cash and cash equivalents, end of period
    
    $
    24,886
    
    
    $
    21,511
    
    
    $
    24,886
    
    
    $
    21,511
 
 3




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LUMINEX CORPORATION
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE 1  BASIS OF PRESENTATION
  NOTE 2
 INVESTMENTS
   Accrued
    
    
    AmortizedCost
    
    
    Interest
    
    
    CostDue in one year or less
    
    $
    11,181
    
    
    $
    169
    
    
    $
    11,350Due after one year through two years
    
    
    7,641
    
    
    
    98
    
    
    $
    7,739$
    18,822
    
    
    $
    267
    
    
    $
    19,089
 NOTE 3  INVENTORY, NET
  September 30,
    
    
    December 31,2006
    
    
    2005Parts and supplies
    
    $
    2,938
    
    
    $
    4,011Work-in-progress
    
    
    912
    
    
    
    526Finished goods
    
    
    1,007
    
    
    
    2054,857
    
    
    
    4,742Less: Allowance for excess and obsolete
inventory
    
    
    (396
    )
    
    
    (461
    )$
    4,461
    
    
    $
    4,281
 4




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LUMINEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE 4  ACCRUED WARRANTY COSTS
  Accrued warranty costs at December 31, 2005
    
    $
    351Warranty expenses
    
    
    (444
    )Accrual for warranty costs
    
    
    381Accrued warranty costs at September 30, 2006
    
    $
    288
 NOTE 5
 EARNINGS PER SHARE
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Numerator:Net income (loss)
    
    $
    111
    
    
    $
    (657
    )
    
    $
    908
    
    
    $
    (1,318
    )Denominator:Denominator for basic net income (loss) per share 
weighted average common stock outstanding
    
    
    31,507
    
    
    
    31,039
    
    
    
    31,358
    
    
    
    30,954Dilutive common stock equivalents  common stock
options and awards
    
    
    1,648
    
    
    
    
    
    
    
    1,324
    
    
    
    Denominator for diluted net income (loss) per share -
weighted average common stock outstanding and
dilutive common stock equivalents
    
    
    33,155
    
    
    
    31,039
    
    
    
    32,682
    
    
    
    30,954Basic net
income (loss) per share
    
    $
    0.00
    
    
    $
    (0.02
    )
    
    $
    0.03
    
    
    $
    (0.04
    )Diluted net
income (loss) per share
    
    $
    0.00
    
    
    $
    (0.02
    )
    
    $
    0.03
    
    
    $
    (0.04
    )
  5




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LUMINEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE 6  STOCK-BASED COMPENSATION
    Equity Incentive Plans
   6




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LUMINEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
  Accounting for Stock Compensation
   Three Months Ended September 30,
    
    Nine Months Ended September 30,2006
    
    2005
    
    2006
    
    2005Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected volatility
    
    
    0.5
    
    
    
    0.6
    
    
    
    0.5
    
    
    
    0.6Risk-free rate of return
    
    
    5.0
    %
    
    
    5.0
    %
    
    
    5.0
    %
    
    
    5.0
    %Expected life
    
    6 yrs.
    
    7 yrs.
    
    6 yrs.
    
    7 yrs.Weighted average fair
value at grant date
    
    
    N/A
    [1]
    
    
    N/A
    [1]
    
    
    N/A
    [1]
    
    $
    4.68
 
 [1]
    
    No stock options were issued to employees during these periods.  7




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LUMINEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
  WeightedWeighted
    
    Average
    
    AggregateAverage
    
    Remaining
    
    IntrinsicShares
    
    Exercise
    
    Contractual
    
    ValueStock Options
    
    (in thousands)
    
    Price
    
    Life
    
    (in thousands)Outstanding at December 31, 2005
    
    
    3,758
    [1]
    
    $
    9.85Granted
    
    
    
    
    
    
    Exercised
    
    
    (387
    )
    
    
    6.30Cancelled or expired
    
    
    (168
    )
    
    
    20.68Outstanding at September 30, 2006
    
    
    3,203
    
    
    $
    9.71
    
    
    
    6.30
    
    
    $
    29,383Vested at September 30, 2006 and expected to vest
    
    
    3,191
    
    
    $
    9.71
    
    
    
    0.14
    
    
    
    29,261Exercisable at September 30, 2006
    
    
    2,565
    
    
    $
    10.25
    
    
    
    6.08
    
    
    $
    22,459
 
 [1]
    
    This balance has been adjusted to include options that were
granted in the prior year, but previously reflected as available for future issuance.   Weighted-AverageShares
    
    Grant-DateRestricted Stock Awards
    
    (in thousands)
    
    Fair ValueNon-vested at December 31, 2005
    
    
    544
    
    
    $
    9.04Granted
    
    
    426
    
    
    
    15.74Vested
    
    
    (148
    )
    
    
    9.18Cancelled or expired
    
    
    (6
    )
    
    
    8.08Non-vested at September 30, 2006
    
    
    816
    
    
    $
    12.45
    8




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LUMINEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2006
    
    2005
    
    2006
    
    2005Cost of revenue
    
    $
    68
    
    
    $
    24
    
    
    $
    226
    
    
    $
    64Research and development
    
    
    155
    
    
    
    39
    
    
    
    394
    
    
    
    80Selling, general and administrative
    
    
    1,210
    
    
    
    413
    
    
    
    3,237
    
    
    
    995Stock-based compensation costs reflected
in net income (loss)
    
    $
    1,433
    
    
    $
    476
    
    
    $
    3,857
    
    
    $
    1,139
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2005Net loss, as reported
    
    $
    (657
    )
    
    $
    (1,318
    )Add: Stock-based employee compensation expense
included in reported net loss
    
    
    455
    
    
    
    1,073Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards
    
    
    (1,192
    )
    
    
    (3,655
    )Pro forma net loss
    
    $
    (1,394
    )
    
    $
    (3,900
    )Earnings per shareBasic and Diluted  as
reported
    
    $
    (0.02
    )
    
    $
    (0.04
    )Basic and Diluted  pro
forma
    
    $
    (0.04
    )
    
    $
    (0.13
    )
 NOTE 7  COMPREHENSIVE INCOME/LOSS
  9




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LUMINEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE 8  RECENT ACCOUNTING PRONOUNCEMENTS
   10




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  SAFE HARBOR CAUTIONARY STATEMENT
  
    
    risks and uncertainties relating to market demand and acceptance of our products and
technology and our ability to continue to increase revenues,
    
    dependence on strategic partners for development, commercialization and
distribution of products,
    
    the ability of the Luminex Bioscience Group to develop new assays and applications
utilizing our technology and the risk that these applications will not be adopted by our partners or
end-users,
    
    concentration of the Companys revenue in a limited number of strategic partners,
    
    fluctuations in quarterly results due to a lengthy and unpredictable sales cycle and bulk
purchases of consumables,
    
    our ability to scale manufacturing operations and manage operating expenses, gross
margins and inventory levels,
    
    potential shortages of components,
    
    competition,
    
    the applicable regulatory environment, including compliance with the FDAs recent draft
guidance documents entitled Commercially Distributed Analyte Specific Reagents Frequently Asked Questions and
Multivariate Index Assay Guidance Document, both dated September 7, 2006,
    
    the implementation, including any modification, of the Companys strategic operating plans,
    
    risks and uncertainties associated with implementing our acquisition strategy and the
ability to integrate acquired companies or selected assets into our consolidated business operations, and
    
    the potential adverse outcome of any pending or future litigation against or by our Company.
  11




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OVERVIEW
       12




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##### Table of Contents



13




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##### Table of Contents



CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Revenue Recognition.
  Inventory Valuation.
 14




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##### Table of Contents



Warranties.
 Accounts Receivable and Allowance for Doubtful Accounts.
 Stock-based Compensation
 RESULTS OF OPERATIONS
 THREE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2005
  Three Months EndedSeptember 30,2006
    
    2005Revenue
    
    $
    12,514
    
    
    $
    10,764Gross profit
    
    $
    7,782
    
    
    $
    5,470Gross margin percentage
    
    
    62
    %
    
    
    51
    %Operating expenses
    
    $
    8,217
    
    
    $
    6,461Net (income) loss
    
    $
    111
    
    
    $
    (657
    )
 Revenue.
 15




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Three Months EndedSeptember 30,2006
    
    
    2005System sales
    
    $
    4,924
    
    
    $
    4,625Consumable sales
    
    
    3,455
    
    
    
    3,441Royalty revenue
    
    
    2,193
    
    
    
    1,361Service contracts
    
    
    928
    
    
    
    614Other revenue
    
    
    1,014
    
    
    
    723$
    12,514
    
    
    $
    10,764
      16




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Gross profit
 Research and development expense
 Selling, general and administrative expense
 Other income, net
 NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2005
  Nine Months EndedSeptember 30,2006
    
    2005Revenue
    
    $
    38,779
    
    
    $
    30,736Gross profit
    
    $
    23,702
    
    
    $
    16,670Gross margin percentage
    
    
    61
    %
    
    
    54
    %Operating expenses
    
    $
    24,291
    
    
    $
    18,455Net income (loss)
    
    $
    908
    
    
    $
    (1,318
    )
 Revenue.
 17




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##### Table of Contents



Nine Months EndedSeptember 30,2006
    
    
    2005System sales
    
    $
    14,727
    
    
    $
    12,665Consumable sales
    
    
    12,010
    
    
    
    10,811Royalty revenue
    
    
    5,984
    
    
    
    3,761Service contracts
    
    
    2,546
    
    
    
    1,724Other revenue
    
    
    3,512
    
    
    
    1,775$
    38,779
    
    
    $
    30,736
      18




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Gross profit
 Research and development expense
 Selling, general and administrative expense
 Other income, net
 LIQUIDITY AND CAPITAL RESOURCES
 September 30,
    
    
    December 31,2006
    
    
    2005Cash and cash equivalents
    
    $
    24,886
    
    
    $
    25,206Short-term
investments
    
    
    11,181
    
    
    
    10,947Long-term
investments
    
    
    7,641
    
    
    
    5,466$
    43,708
    
    
    $
    41,619
   19




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Contractual Obligations
  20




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##### Table of Contents



Payment Due By PeriodLess Than
    
    
    
    
    
    
    
    
    
    
    More ThanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsNon-cancelable rental
obligations
    
    $
    3,802
    
    
    $
    1,032
    
    
    $
    2,126
    
    
    $
    644
    
    
    $
    Non-cancelable purchase
obligations (1)
    
    
    2,413
    
    
    
    2,413
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    6,215
    
    
    $
    3,445
    
    
    $
    2,126
    
    
    $
    644
    
    
    $
    
 
 (1)
    
    These obligations are primarily a result of normal inventory purchases. Purchase
obligations do not extend beyond a year; however, we would expect future years to have purchase
commitments that will arise in the ordinary course of business and will generally increase or
decrease according to fluctuations in overall sales volume. Employment Contracts
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
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PART II
 
 ITEM 1. LEGAL PROCEEDINGS
   
 ITEM 1A. RISK FACTORS
  If we fail to comply with government regulations that affect our business, we could be subject
to enforcement actions, injunctions and civil and criminal penalties that could delay or prevent
marketing of our products.
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##### Table of Contents



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  ISSUER PURCHASES OF EQUITY SECURITIESTotal Number of Shares
    
    Approximate Dollar Value ofTotal Number of
    
    Average Price
    
    Purchased as Part of
    
    Shares that May Yet BeShares
    
    Paid per Share
    
    Publicly Announced
    
    Purchased Under the Plans orPeriod
    
    Purchased
    
    (1)($)
    
    Plans of Programs
    
    Programs07/1/06 - 07/31/06
    
    
    1,029

    
    $
    17.39

    
    
    
    
    
    08/1/06 - 08/31/06
    
    
    

    
    $
    

    
    
    

    
    
    09/1/06 - 09/30/06
    
    
    1,234
    

    $
    17.89

    
    
    

    
    
    Total Third Quarter
    
    
    2,263

    
    $
    17.66

    
    
    

    
    
    
 (1)
    
    Shares repurchased are attributable to the withholding of shares by Luminex to satisfy the
payment of tax obligations related to the vesting of restricted shares. 
 ITEM 6. EXHIBITS
  ExhibitNumber
    
    Description of Documents31.1
    
    Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
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##### Table of Contents



SIGNATURES
  LUMINEX CORPORATIONDate: November 9, 2006By:
    
    /s/ HARRISS T. CURRIEHarriss T. CurrieVice President  Finance, Chief Financial
Officer and Treasurer (Principal Financial
Officer)By:
    
    /s/ PATRICK J. BALTHROPPatrick J. BalthropPresident and Chief Executive Officer
(Principal Executive Officer)
 S-1