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 December 31, 200630, 2007
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.
(Exact name of registrant as specified in its charter)charter)
   
Delaware 38-1873250
   
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization) (I.R.S. Employer
Identification No.)
12701 Fair Lakes Circle, Suite 800, Fairfax, Virginia 22033
(Address of principal executive offices)
Registrant’s telephone number(703) 322-0881
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yesþ       Noo
      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a non-accelerated filer.smaller reporting company. See definitionthe definitions of “large accelerated filer,” “accelerated filerfiler” and large accelerated filer”“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filero Accelerated filerþ Non-accelerated filer  o
(Do not check if a smaller reporting company)
Smaller reporting companyo
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yeso       Noþ
     As of January 30, 2007,31, 2008, there were 22,292,37421,773,093 shares of the Registrant’s Common Stock, par value $.01 per share, outstanding.
 
 

 


 

ARGON ST, INC. AND SUBSIDIARIES
FORM 10-Q QUARTERLY REPORT
FOR THE QUARTER ENDED DECEMBER 31, 200630, 2007
TABLE OF CONTENTS
     
PART I. FINANCIAL INFORMATION
    
     
Item 1.Financial Statements (Unaudited)    
     
Condensed Consolidated Balance Sheets at December 31, 200630, 2007 and September 30, 20062007  3 
     
Condensed Consolidated Statements of Earnings for the fiscal quarters ended December 31, 200630, 2007 and January 1,December 31, 2006  4 
     
Condensed Consolidated Statements of Cash Flows for the fiscal quarters ended December 31, 200630, 2007 and January 1,December 31, 2006  5 
     
Notes to Condensed Consolidated Financial Statements  6-86 
     
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations  9-1713 
     
Item 3.Quantitative and Qualitative Disclosures about Market RisksRisk  1722 
     
Item 4.Controls and Procedures  1723 
     
PART II. OTHER INFORMATION
    
     
Item 1.Legal Proceedings  1923 
     
Item 1A.Risk Factors  1923 
     
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds  1923 
     
Item 3.Defaults Upon Senior Securities  1923 
     
Item 4.Submission of Matters to a Vote of Security Holders  1924 
     
Item 5.Other Information  1924 
     
Item 6.Exhibits  1924 
     
Signatures  2126 
     
Exhibits  22-2427 

2


 

ARGON ST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)thousands, except share and per share amounts)
                
 December 31, 2006 September 30, 2006  December 30, 2007 September 30, 2007 
 (unaudited)  (unaudited) 
ASSETS
  
CURRENT ASSETS  
Cash and cash equivalents $30,508 $33,498  $7,265 $22,965 
Accounts receivable, net 85,220 86,842  111,031 95,639 
Inventory 4,294 3,954 
Income taxes receivable  23 
Deferred project costs 63 5,597 
Inventory, net 2,957 2,927 
Deferred income tax asset 2,283 2,083  3,944 3,218 
Prepaids and other 1,270 1,481  1,179 3,154 
          
TOTAL CURRENT ASSETS 123,638 133,478  126,376 127,903 
Property, equipment and software, net 16,646 16,726  24,636 22,822 
Goodwill 148,771 148,719  172,372 170,192 
Intangibles, net 12,624 13,200  5,334 5,760 
Restricted cash 1,816 1,800 
Other assets 1,466 1,408  905 1,168 
          
TOTAL ASSETS $303,145 $313,531  $331,439 $329,645 
          
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
  
CURRENT LIABILITIES  
Accounts payable and accrued expenses $10,373 $19,124  $19,996 $23,796 
Accrued salaries and related expenses 9,739 10,678  12,239 12,899 
Deferred revenue 4,091 13,053  14,137 12,651 
Income taxes payable 1,626  
Other liabilities 389 452 
Other current liabilities 2,933 681 
          
TOTAL CURRENT LIABILITIES 26,218 43,307  49,305 50,027 
Deferred income tax liability, long term 3,401 2,937 
Deferred income tax liability, long-term 2,255 1,794 
Deferred rent and other liabilities 1,601 1,591  2,807 2,988 
Commitments and contingencies    
STOCKHOLDERS’ EQUITY  
Common stock:  
$.01 Par Value, 100,000,000 shares authorized, 22,391,159 and 22,313,709 shares issued at December 31, 2006 and September 30, 2006 224 223 
$.01 Par Value, 100,000,000 shares authorized, 22,598,439 and 22,561,639 shares issued at December 30, 2007 and September 30, 2007 226 226 
Additional paid in capital 213,655 212,610  217,843 217,038 
Treasury stock at cost, 126,245 shares  (534)  (534)
Treasury stock at cost, 824,145 and 674,145 shares at December 30, and September 30, 2007, respectively  (13,299)  (10,527)
Retained earnings 58,580 53,397  72,302 68,099 
          
TOTAL STOCKHOLDERS’ EQUITY 271,925 265,696  277,072 274,836 
          
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $303,145 $313,531  $331,439 $329,645 
          
The accompanying notes are an integral part of these consolidated financial statements.

3


 

ARGON ST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)
(In Thousands, Except Per Share Data)thousands, except share and per share amounts)
        
 For the Fiscal Quarter Ended         
 December 31, 2006 January 1, 2006  For the Fiscal Quarter Ended 
  December 30, 2007 December 31, 2006 
CONTRACT REVENUES $60,405 $68,107  $74,266 $60,405 
  
COST OF REVENUES 45,754 52,752  60,337 45,754 
  
GENERAL AND ADMINISTRATIVE EXPENSES 6,943 6,108  5,457 4,727 
 
RESEARCH AND DEVELOPMENT EXPENSES 1,700 2,216 
      
      
INCOME FROM OPERATIONS 7,708 9,247  6,772 7,708 
  
INTEREST INCOME, NET 330   120 330 
          
  
INCOME BEFORE INCOME TAXES 8,038 9,247  6,892 8,038 
PROVISION FOR INCOME TAXES 2,855 3,644  2,609 2,855 
          
NET INCOME $5,183 $5,603  $4,283 $5,183 
          
  
EARNINGS PER SHARE (Basic) $0.23 $0.27  $0.20 $0.23 
          
EARNINGS PER SHARE (Diluted) $0.23 $0.27  $0.19 $0.23 
          
  
WEIGHTED-AVERAGE SHARES OUTSTANDING  
Basic 22,228 20,382  21,871,285 22,228,157 
          
Diluted 22,724 21,103  22,252,225 22,724,450 
          
The accompanying notes are an integral part of these consolidated financial statements.

4


 

ARGON ST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(In Thousands)thousands)
                
 Fiscal Quarter Ended  Fiscal Quarter Ended 
 December 31, 2006 January 1, 2006  December 30, 2007 December 31, 2006 
Cash flows from operating activities
  
Net income $5,183 $5,603  $4,283 $5,183 
Adjustments to reconcile net income to net cash provided by (used in) operating activities: 
Adjustments to reconcile net income to net cash used in operating activities: 
Depreciation and amortization 1,893 1,373  1,935 1,893 
Deferred income tax expense (benefit) 276  (68)  (242) 276 
Stock-based compensation 390 368  723 390 
Bad debt expense 30    30 
Loss on sale of equipment 2    2 
Change in:  
Accounts receivable 1,528  (9,764)  (15,489) 1,528 
Inventory  (340)  (311)  (30)  (340)
Deferred project costs 5,534  
Prepaids and other 211  (281) 1,278 5,745 
Accounts payable and accrued expenses  (8,786)  (11,108)  (5,460)  (8,786)
Accrued salaries and related expenses  (939)  (150)  (660)  (939)
Other current liabilities  (113)  
Deferred revenue  (8,962)  (202) 966  (8,962)
Income taxes payable 1,649 3,180  2,824 1,649 
          
  
Net cash used in operating activities  (2,331)  (11,360)  (9,985)  (2,331)
  
Cash flows from investing activities
  
Acquisitions of property, equipment and software  (1,242)  (729)  (3,323)  (1,242)
Cash acquired in Radix acquisition  1,107 
Deposits and other assets  (60) 299 
Proceeds from sale of equipment 5  
Proceeds from note receivable and other 344  (55)
          
  
Net cash (used in) provided by investing activities  (1,297) 677 
Net cash used in investing activities  (2,979)  (1,297)
  
Cash flows from financing activities
  
Repayment on line of credit, net of borrowings   (11,000)
Payment on note payable   (56)
Purchase of treasury stock  (2,772)  
Payments on capital leases  (18)  (3)  (46)  (18)
Tax benefit of stock option exercises 231 530  18 231 
Proceeds from exercise of stock options 425 606  64 425 
Proceeds from secondary offering  46,768 
          
  
Net cash provided by financing activities 638 36,845 
Net cash provided by (used in) financing activities  (2,736) 638 
  
Net (decrease) increase in cash and cash equivalents  (2,990) 26,162 
Net decrease in cash and cash equivalents  (15,700)  (2,990)
Cash and cash equivalents, beginning of period 33,498 4,064  22,965 33,498 
          
Cash and cash equivalents, end of period $30,508 $30,226  $7,265 $30,508 
          
Supplemental disclosure  
Income taxes paid $699 $  $7 $699 
          
Interest expense paid $2 $127  $7 $2 
          
The accompanying notes are an integral part of these consolidated financial statements.

5


 

ARGON ST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(In thousands, except share and per share amounts)
1. BASIS OF PRESENTATION
          The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for fair presentation have been included. Operating results for the period ended December 31, 200630, 2007 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2007.2008. Inter-company accounts and transactions have been eliminated in consolidation. For further information, refer to the consolidated financial statements and footnotes thereto included in Argon ST, Inc.’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006.2007. Reclassifications are made to the prior year financial statements when appropriate, to conform to the current year presentation.
          Argon ST, Inc. (“Argon ST” or the “Company”) maintains a September 30 fiscal year-end for annual financial reporting purposes. Argon ST presents its interim periods ending on the Sunday closest to the end of the month for each quarter consistent with labor and billing cycles. As a result, each quarter of each year may contain more or less days than other quarters of the year. Management does not believe that this practice has a material effect on quarterly results or on the comparison of such results.
          Argon ST records contract revenues and costs of operations for interim reporting purposes based on annual targeted indirect rates. At year-end, the revenues and costs are adjusted for actual indirect rates. During the Company’s interim reporting periods, variances may accumulate between the actual indirect rates and the annual targeted rates. Timing-related indirect spending variances are not applied to contract costs, research and development, and general and administrative expenses, but are included in unbilled receivables during these interim reporting periods. These rates are reviewed regularly, and the Company records adjustments for any material, permanent variances in the period they become determinable.
          Argon ST’s accounting policy for recording indirect rate variances is based on management’s belief that variances accumulated during interim reporting periods will be absorbed by management actions to control costs during the remainder of the year. The Company considers the rate variance to be unfavorable when the actual indirect rates are greater than the Company’s annual targeted rates. During interim reporting periods, unfavorable rate variances are recorded as reductions to operating expenses and increases to unbilled receivables. Favorable rate variances are recorded as increases to operating expenses and decreases to unbilled receivables. At December 31, 2006,30, 2007, the unfavorable rate variance totaled $3.5 million$2,877 of which $2.4 million$1,654 was planned for the period. If the Company anticipates that actual contract activities will be different than planned levels, there are alternatives the Company can utilize to absorb the variance: the Company can adjust planned indirect spending during the year, modify its billing rates to its customers, or record adjustments to expense based on estimates of future contract activities. Management expects the variance to be eliminated over the course of the fiscal year and therefore, no portion of the variance is considered permanent.
          If the Company’s rate variance is unfavorable, the modification of the Company’s indirect rates will likely increase revenue and operating expenses. Profit percentages on fixed-price contracts will generally decline as a result of an increase to indirect costs unless compensating savings can be achieved in the direct costs to complete the projects. Profit percentages on cost reimbursement contracts will generally decline as a percentage of total costs as a result of an increase in indirect costs even if the cost increase is funded by the customer. If the Company’s rate variance is favorable, the modification of the Company’s indirect rates will decrease revenue and operating expenses. In this event, profit percentages on fixed-price contracts will generally increase. Profit percentages on cost-reimbursable contracts will generally be unaffected as a result of any reduction to indirect costs, due to the fact that programs will typically expend all of the funds available. Any impact on operating income, however, will depend on a number of other factors, including mix of contract types, contract terms and anticipated performance on specific contracts.

6


 

2. ACQUISITION OF CSIC HOLDINGS LLC
          Effective August 12, 2007, the Company acquired 100% of the equity of CSIC Holdings, LLC (“Coherent”), a single member limited liability corporation that was owned 100% by Coherent Systems International Corp. in a transaction accounted for using the purchase method of accounting in accordance with Statement of Financial Accounting Standard No. 141,Business Combinations(“SFAS No. 141”). Under applicable tax rules, this transaction is accounted for as an asset purchase. Coherent was based in Doylestown, Pennsylvania and is primarily engaged in the deployment of advanced command and control solutions, precision targeting systems, mobile communication gateways, high-performance electronic warfare systems, and aircraft sensor solutions. The Company believes synergies with Coherent will provide customers significant additional opportunities to leverage complementary technologies, programs and products to improve tactical operations. The results of Coherent’s operations are included in the consolidated financial statements beginning August 12, 2007.
          The aggregate consideration for the net assets acquired was $20,333 which consisted of $18,328 of cash paid at closing and approximately $205 of acquisition costs. In addition to cash paid and acquisition costs, the Company has recorded a $1,800 long-term liability which is expected to be paid by the end of fiscal year 2010 and maintains a restricted cash balance to settle this liability. The aggregate purchase price has been allocated to the tangible and identifiable intangible assets acquired based on their preliminary estimated fair values. These values are subject to change as more information becomes available as the Company has not had an appropriate amount of time to assess the value of certain joint ventures and to identify certain accrued expenses.
          Argon has agreed to pay up to an additional $17,500 of cash, contingent upon Coherent’s ability to achieve certain minimum revenue and bookings targets for periods ending December 31, 2007 and December 31, 2008. As of December 30, 2007, the Company has determined that an additional $1,500 was earned and payable with respect to Coherent’s achievement of minimum revenue targets for the 12 months ended December 31, 2007. In the event that Coherent achieves minimum revenue and bookings targets for the 12 months ending December 31, 2008, the contingent consideration will be included as additional purchase consideration, when and if earned.
3. EARNINGS PER SHARE
          Basic earnings per share is computed using the weighted average number of common shares outstanding during each period. Diluted earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during each period. The following summary is presented for the fiscal quarters ended December 30, 2007 and December 31, 2006:
         
  Fiscal quarter ended
  December 30, 2007 December 31, 2006
Net income $4,283  $5,183 
Weighted average shares outstanding — basic  21,871,285   22,228,157 
         
Basic earnings per share $0.20  $0.23 
Effect of dilutive securities:        
Net shares issuable upon exercise of stock options and awards  380,940   436,293 
Weighted average shares outstanding — diluted  22,252,225   22,724,450 
Diluted earnings per share $0.19  $0.23 
          Stock options that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS, because to do so would have been antidilutive, were 1,047,445 and 474,450 for the fiscal quarters ended December 30, 2007 and December 31, 2006, and January 1, 2006 (in thousands, except per share amounts):respectively.

7


         
  Fiscal quarter ended
  December 31, 2006 January 1, 2006
         
Net Income $5,183  $5,603 
Weighted Average Shares Outstanding — Basic  22,228   20,382 
         
Basic Earnings per Share $0.23  $0.27 
Effect of Dilutive Securities:        
Net Shares Issuable Upon Exercise of Stock Options  496   721 
Weighted Average Shares Outstanding — Diluted  22,724   21,103 
Diluted Earnings per Share $0.23  $0.27 
3.4. STOCK-BASED COMPENSATION
Adoption of SFAS No. 123R
          Effective October 1, 2005, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment,” (“SFAS No. 123R”) which requires that compensation costs related to share-based payment transactions be recognized in financial statements. The Company applied the modified prospective method which requires that compensation costs for all awards granted after the date of adoption and the unvested portion of previously granted awards outstanding at the date of adoption will be measured at estimated fair value and included in operating expenses over the vesting period during which an employee provides service in exchange for the award.
          As a resultStock-based compensation, which includes compensation recognized on stock option grants and restricted stock awards, has been included in the following line items in the accompanying condensed consolidated statements of adopting SFAS No. 123R, the Company recorded $390,000 ($307,000 net of tax) and $368,000 ($316,000 net of tax) of stock-based compensation expense, respectively, in its statement of earningsearnings.
         
  Quarter Ended 
  December 30, 2007  December 31, 2006 
  
Cost of revenues $528  $183 
General and administrative expense  195   207 
       
Total pre-tax stock-based compensation included in income from operations  723   390 
Income tax expense (benefit) recognized for stock-based compensation  (128)  (83)
       
Total stock-based compensation expense, net of tax $595  $307 
       
Stock Options
          The following table summarizes stock option activity for the quartersquarter ended December 31, 200630, 2007:
                 
          Weighted-  
          Average  
      Weighted- Remaining Aggregate
  Number Average Contractual Intrinsic
  of Shares Exercise Price Term Value
Shares under option, September 30, 2007  1,869,243  $18.94         
Options granted  7,000  $20.69         
Options exercised  (15,800) $4.10      $246 
Options cancelled and expired  (32,050) $24.97         
                 
                 
Shares under option, December 30, 2007  1,828,393  $17.33   6.5  $1,408 
                 
Options vested at December 30, 2007  1,133,859  $14.52   5.6  $4,059 
                 
As of December 30, 2007, options that are vested and expected to vest prior to expiration  1,413,143  $15.55   6.0  $3,604 

8


          The Company awarded 7,000 incentive stock options to employees during the fiscal quarter ended December 30, 2007. The incentive stock options vest ratably over 5 years and January 1, 2006, respectively. This stock-based compensation expense reduced both basic and diluted earningsthe weighted average fair value of the options is $7.03 per share by $0.01 and $0.01 and $0.02 and $0.01, respectively, forbased on the fiscal quarters ended December 31, 2006 and January 1, 2006, respectively.assumptions below using a binomial model.
For the fiscal
quarter ended
December 30,
2007
Volatility33.8% – 35.9%
Risk free rate4.6% – 4.8%
Exercise factor1.2
Stock Awards
          The following table summarizes stock award activity for the quarter ended December 30, 2007:
         
      Weighted-
  Number Average Grant
  of Shares Date Fair Value
Unvested shares, September 30, 2007  21,000  $21.39 
Awards granted  32,000  $18.00 
Awards vested  (21,000) $21.39 
         
Unvested shares, December 30, 2007  32,000  $18.00 
         
          The Company awarded a total of 21,00032,000 shares to its sixeight non-employee board members on December 13, 2006.5, 2007. The stock will vest one year after the award date. The closing price of the Company’s stock on the date of award was $21.39 per share. The fair value of the awardthese awards is $21.39$18.00 per share and $22,000$39 of stock-based compensation expense attributable to these awards was recorded in the three months ended December 31, 2006,30, 2007, all of which is classified underincluded in General and Administrative expenses.expenses in the accompanying Condensed Consolidated Statements of Earnings.
Restricted Shares
          The Company awarded a total of 117,000 restricted shares to its senior management and director level employees in November and December 2007. All shares are on a graded vesting schedule over 4 or 5 years. The weighted average fair value of these awards is $18.09 per share and $23 of stock-based compensation expense attributable to these awards was recorded in the three months ended December 30, 2007, all of which is included in General and Administrative expenses in the accompanying Condensed Consolidated Statements of Earnings.
Stock Appreciation Rights
          The Company awarded a total of 147,000 stock appreciation rights (“SAR”) to its executive and director level employees in December 2007. All awards are on a graded vesting schedule over 5 years and the awards will be settled in cash based on the intrinsic value of such awards on the date of vest. In accordance with SFAS No. 123R, the Company has recorded the fair value of such awards as a long-term liability and will adjust such liability to its fair value at the end of each reporting period. The corresponding increase or decrease of the intrinsic value during each reporting period will be included in the Consolidating Statement of Earnings. As of December 30, 2007, the liability and corresponding stock-based compensation expense attributable to these SARs was not material.

79


 

4.5. ACCOUNTS RECEIVABLE
          Accounts receivable consists of the following as of:
         
  December 30, 2007  September 30, 2007 
Billed and billable $39,936  $37,235 
Unbilled costs and fees  56,406   47,088 
Unfavorable indirect rate variance  2,877    
Retainages  12,023   11,527 
Reserve  (211)  (211)
       
Accounts receivable, net $111,031  $95,639 
       
          The unbilled costs, fees, and retainages result from recognition of contract revenue in advance of contractual or progress billing terms and includes $2,877 of unfavorable indirect rate variance at December 30, 2007 (Refer to Note 1 for further discussion of the basis of presentation of indirect rate variances). Retainages include costs and fees on cost-reimbursable and time and material contracts withheld until audits are completed by DCAA and costs and fees withheld on progress payments on fixed price contracts. Reserves are determined based on management’s best estimate of potentially uncollectible accounts receivable. Argon ST writes off accounts receivable when such amounts are determined to be uncollectible.
6. INVENTORIES
          Inventories are stated at the lower of cost or market, determined on the first-in, first-out basis. Inventories consist of the following at the dates shown below:
         
  December 30, 2007  September 30, 2007 
Raw Materials $1,450  $1,451 
Component parts, work in process  1,231   1,223 
Finished component parts  417   394 
       
   3,098   3,068 
Reserve  (141)  (141)
       
Inventory, net $2,957  $2,927 
       
7. PROPERTY, EQUIPMENT AND SOFTWARE
          Property, equipment and software consisted of the following as of:
         
  December  September 
  30, 2007  30, 2007 
Computer, machinery and test equipment $26,113  $23,838 
Leasehold improvements  10,260   9,651 
Computer software  4,274   3,687 
Furniture and fixtures  1,742   1,643 
Equipment under capital lease  337   344 
Construction in process  6,233   6,000 
       
   48,959   45,163 
Less accumulated depreciation and amortization  (24,323)  (22,342)
       
         
  $24,636  $22,822 
       
          As of December 30, 2007, the Company has capitalized $6,233 of construction in progress primarily consisting of $5,574 of costs incurred directly associated with the construction of two types of assets to be used internally for test equipment, demonstration equipment and other purposes. The Company expects to place these assets into service during fiscal years 2008 and 2009.

10


8. GOODWILL
          The table below (in thousands):reconciles the change in the carrying amount of goodwill for the fiscal quarter ended December 30, 2007.
         
  December 31, 2006  September 30, 2006 
         
Raw Materials $2,248  $1,940 
Component parts, work in process $1,937  $1,919 
Finished component parts $151  $137 
       
  $4,336  $3,996 
Reserve  (42)  (42)
       
Total $4,294  $3,954 
       
     
Balance at September 30, 2007 $170,192 
Acquisition earn-out  1,500 
Adjustments to and identification of the fair value of liabilities  680 
    
Balance at December 30, 2007 $172,372 
    
          During the fiscal quarter ended December 30, 2007, Coherent achieved a minimum revenue earn-out target for the period ended December 31, 2007. As such, a $1,500 liability has been accrued and included in accounts payable and accrued expenses in the accompanying Condensed Consolidated Balance Sheet as of December 30, 2007. The $1,500 is expected to be paid in the fiscal quarter ending March 30, 2008. Additionally, during the fiscal quarter ended December 30, 2007, the Company adjusted the Coherent purchase price allocation to revise the fair value its obligation to perform work under certain contracts included in deferred revenue and to include additional liabilities identified which existed prior to the purchase of Coherent on August 12, 2007.
5.9. REVOLVING LINE OF CREDIT
          The Company maintains a $40,000,000$40,000 line of credit with Bank of America, N.A. (the “Lender”). The credit facility will terminate no later than February 28, 2008 at which time the facility will be subject to renewal. The Company currently expects to renew such facility with similar terms and conditions for an additional 2 year period. The credit facility also contains a sublimit of $15,000,000$15,000 to cover letters of credit. In addition, borrowings on the line of credit bear interest at LIBOR plus 150 basis points. An unused commitment fee of 0.25% per annum, payable in arrears, is also required.
          All borrowings under the line of credit are collateralized by all tangible assets of the Company. The line of credit agreement includes customary restrictions regarding additional indebtedness, business operations, permitted acquisitions, liens, guarantees, transfers and sales of assets, and maintaining the Company’s primary accounts with the Lender. Borrowing availability under the line of credit is equal to the Company’s earnings before interest expense, taxes depreciation and amortization (EBITDA) for the trailing 12 months, calculated as of the end of each fiscal quarter. For the fiscal quarter ending December 31, 2006,30, 2007, EBITDA, on a trailing 12 month basis, was $36,756,000.$35,068. The agreement requires the Company to comply with a specific EBITDA to Funded Debt ratio, and contains customary events of default, including the failure to make timely payments and the failure to satisfy covenants, which would permit the Lender to accelerate repayment of borrowings under the agreement if not cured within the applicable grace period. As of December 31, 2006,30, 2007, the Company was in compliance with these covenants and the financial ratio.
          At December 31, 2006,30, 2007, there were no borrowings outstanding against the line of credit. Letters of credit outstanding at December 31, 200630, 2007 amounted to $1,040,000,$1,480, and $35,716,000$33,588 was available on the line of credit. In January 2008, the Company borrowed $7.0 million from our line of credit to fund its current operations.
6. INCOME TAXES10. TREASURY STOCK
          For the three months ended December 31, 2006,As of September 30, 2007, the Company recordedhad repurchased 674,145 shares of treasury stock at an accumulated cost of $10,527, of which, 547,900 shares were purchased under a discrete income tax benefitplan announced by the Board of $104,000 relatedDirectors on August 31, 2007 authorizing the purchase of up to the federal research and development tax credit whichan additional 2,000,000 shares through August 31, 2008. The balance of 126,245 shares was reinstated effective January 1, 2006, but not reflected in the tax provision for fiscal year endedrepurchased at various times from May 2000 to September 30, 2006. In addition, a discrete income tax benefit of $45,000 was recorded relating2001 pursuant to a true-up of deferred taxes. The two discrete items reduced the effective annual tax rate from 37.4% to 35.5%.stock repurchase program announced in May 2000.

811


 

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
          During the fiscal quarter ended December 30, 2007, the Company purchased an additional 150,000 shares under the plan at an average price of $18.48. As of December 30, 2007, 697,900 shares have been purchased under the plan announced on August 31, 2007 at an aggregate price of $12,765.
11. INCOME TAXES
          Effective October 1, 2007, the Company adopted FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109(“FIN 48”). FIN 48 creates a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation, the Company recognized a $79 net increase to reserves for uncertain tax positions. This increase was accounted for as an adjustment to the beginning balance of retained earnings on the balance sheet.
          The Company is subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company has substantially concluded all U.S. state income tax matters for years through 2003, except for California and Michigan state returns which have a four year statute of limitations. The Company’s consolidated federal income tax return was examined through September 30, 2004 and all matters have been settled. However, the final federal return for Argon Engineering Associates, Inc. for the year ended September 30, 2004 will remain subject to examination through June 2008.
          If the examination periods were to expire or, in the event of an examination, the Company’s positions are sustained in favor of the Company, the Company would recognize approximately $339 of tax benefits reducing its effective rate. The Company does not believe there is a reasonable possibility of material changes to the estimated amount of reserves for uncertain tax positions within the next 12 months.
          The Company’s accounting policy is to recognize interest and penalties related to income tax matters in income tax expense. The Company had $58 accrued for interest and penalties as of December 30, 2007.
12. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
          In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements(“SFAS No. 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and states that a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. SFAS 157 will become effective for our fiscal year beginning October 1, 2008. Early adoption is permitted. The Company does not believe the adoption of this pronouncement will have any material effect on our consolidated financial position, results of operations, or cash flows.
          In February 2007, the Financial Accounting Standards Board issued SFAS 159,The Fair Value Option for Financial Assets and Financial Liabilities—including an amendment of FASB Statement No. 115(“SFAS No. 159”), which allows measurement at fair value of eligible financial assets and liabilities that are not otherwise measured at fair value. If the fair value option for an eligible item is elected, unrealized gains and losses for that item will be reported in current earnings at each subsequent reporting date. SFAS 159 also establishes presentation and disclosure requirements designed to draw comparison between the different measurement attributes the company elects for similar types of assets and liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted. The Company does not believe the adoption of this pronouncement will have any material effect on our consolidated financial position, results of operations, or cash flows.

12


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
          The following discussion provides information which management believes is relevant to an assessment and an understanding of the Company’s operations and financial condition. This discussion should be read in conjunction with the attached unaudited condensed consolidated financial statements and accompanying notes as well as our annual report on Form 10-K for the fiscal year ended September 30, 2006.2007.
Forward-looking Statements
          Statements in this filing which are not historical facts are forward-looking statements under the provision of the Private Securities Litigation Reform Act of 1955. Such forward-looking statements include, without limitation, statements with respect to total estimated remaining contract values and the Company’s expectations regarding the U.S. government’s procurement activities. Forward-looking statements are not guarantees of future performance and are based upon numerous assumptions about future conditions that could prove not to be accurate. Forward looking statements are subject to numerous risks and uncertainties, and our actual results could differ materially as a result of such risks and other factors. In addition to those risks specifically mentioned in this report and in the other reports filed by the Company with the Securities and Exchange Commission (including our Form 10-K for the fiscal year ended September 30, 2006)2007), such risks and uncertainties include, but are not limited to: the availability of U.S. and international government funding for our products and services; changes in the U.S. federal government procurement laws, regulations, policies and budgets (including changes to respond to budgetary constraints and cost-cutting initiatives); the number and type of contracts and task orders awarded to us; the exercise by the U.S. government of options to extend our contracts; our ability to retain contracts during any rebidding process; the timing of Congressional funding on our contracts; any government delay in award of or termination of our contracts and programs; difficulties in developing and producing operationally advanced technology systems; the timing and customer acceptance of contract deliverables; our ability to attract and retain qualified personnel, including technical personnel and personnel with required security clearances; charges from any future impairment reviews; the future impact of any acquisitions or divestitures we may make; the competitive environment for defense and intelligence information technology products and services; general economic, business and political conditions domestically and internationally; and other factors affecting our business that are beyond our control. All of the forward-looking statements should be considered in light of these factors. You should not put undue reliance on any forward-looking statements. We undertake no obligation to update these forward-looking statements to reflect new information, future events or otherwise, except as provided by law.
Overview
General
          We are a leading systems engineering and development company providing full-service C4ISRC5ISR (command, control, communications, computers, combat systems, intelligence, surveillance and reconnaissance) systems to a wide range of defense and intelligence customers. These systems and services are provided to a wide range of defense and intelligence customers, including commercial enterprises. Our systems provide communications intelligence, electromagnetic intelligence, electronic warfare and information operations capabilities that enable our defense and intelligence customers to detect, evaluate and respond to potential threats. These systems are deployed on a range of military and strategic platforms including surface ships, submarines, unmanned underwater vehicles (UUV), aircraft, unmanned aerial vehicles (UAV), land mobile vehicles, fixed site installations and re-locatable land sites.
Revenues
          Our revenues are primarily generated from the design, development, installation and support of complex sensor systems under contracts primarily with the U.S. Government and major domestic prime contractors, as well as with foreign governments, agencies and defense contractors.

13


          Our government contracts can be divided into three major types: cost reimbursable contracts, fixed-price, and time and material.materials. Cost reimbursable contracts are primarily used for system design and development activities involving considerable risks to the contractor, including risks related to cost estimates on complex systems, performance risks associated with real time signal processing, embedded software, high performance hardware, and requirements that are not fully understood by the customer or us, the development of technology that has never been used, and interfaces with other systems that are in development or are obsolete without adequate documentation. Fees under these contracts are usually fixed at the time of negotiation; however, in some cases the fee is an incentive or award fee based on cost, schedule, and performance or a combination of those factors. Although the U.S. government customer assumes the cost risk on these contracts, the contractor is not allowed to exceed the cost ceiling on the contract without the approval of the customer.

9


          Fixed-price contracts are typically used for the production of systems. Development activities similar to activities performed under previous contacts are also usually covered by fixed-price contracts, due to the lowlower risk involved. In these contracts, cost risks are borne entirely by the contractor. Some fixed-price contracts include an award fee or an incentive fee as well as the negotiated profit. Most foreign customers, and some U.S. customers, use fixed-price contracts for design and development work even when the work is considered high risk.
          Time and material contracts are based on hours worked, multiplied by approved labor rates, plus other costs incurred and allocated.
          The following table represents our revenue concentration by contract type for the fiscal quarters ended December 31, 200630, 2007 and January 1,December 31, 2006:
                
 Fiscal Quarter Ended Fiscal Quarter Ended Fiscal Quarter Ended Fiscal Quarter Ended
Contract Type December 31, 2006 January 1, 2006 December 30, 2007 December 31, 2006
Fixed-price contracts  65%  75%  52%  65%
Cost reimbursable contracts  27%  17%  44%  27%
Time and material contracts  8%  8%  4%  8%
Generally, we experience revenue growth when systems move from the development stage to the production stage due to increases in sales volumes from production of multiple systems, and when we add new customers or are successful in selling new systems to existing customers. OurMuch of our current production work has been derived from programs for which we have performed the initial development work. These programs are next generation systems replacing existing, obsolete systems that were developed by other companies. We were able to displace these companies primarily on the basis of technological capability. We believe that the current state of world affairs and the U.S. government’s emphasis on protecting U.S. citizens will cause funding of these programs to continue.
          The change in our contract mix in the quarter ended December 30, 2007 as compared to the quarter ended December 31, 2006 resulted primarily from the addition of Coherent which has a significant amount of cost-reimbursable type programs and the effects of the contributed revenue from our SSEE Increment F program, a cost-reimbursable contract.
Backlog
          We define backlog as the funded and unfunded amount provided in our contracts that we are tasked to complete less previously recognized revenue and exclude all unexercised options on contracts. Some contracts where work has been authorized carry a funding ceiling that does not allow us to continue work on the contract once the customer obligations have reached the funding ceiling. In such cases, we are required to stop work until additional funding is added to the contract. Our experience in this case is very rare and therefore we generally carry the entire amount that the customer intends to execute as backlog when we are confident that the customer has access to the required funding for the contract.

14


          In general, most of our backlog results in salesrevenue in subsequent fiscal years, as we maintain very minimal inventory and therefore the lead time on ordering and receiving material and increasing staff to execute programs has a lag time of several months from the receipt of order.
          Our funded backlog does not include the full value of our contracts because Congress often appropriates funds for a particular program or contract on a yearly or quarterly basis, even though the contract may call for performance that is expected to take a number of years.

10


          From time to time, we will exclude from backlog portions of contract values of very long or complex contracts where we judge revenue could be jeopardized by a change in U.S. government policy. Because of possible future changes in delivery schedules and cancellations of orders, backlog at any particular date is not necessarily representative of actual salesrevenue to be expected for any succeeding period, and actual salesrevenue for the year may not meet or exceed the backlog represented. We may experience significant contract cancellations or reductions that were previously booked and included in backlog.
          Our backlog at the dates shown was as follows (in thousands):
                
 December 31, 2006 January 1, 2006  December 30, September 30, 
 2007 2007 
Funded $171,287 $154,458  $229,279 $246,571 
Unfunded 67,364 76,633  54,982 58,279 
          
Total
 $238,651 $231,091  $284,261 $304,850 
          
Cost of Revenues
          Cost of revenues consist of direct costs incurred on contracts such as labor, materials, travel, subcontracts and other direct costs and indirect costs associated with overhead expenses such as facilities, fringe benefits and other costs that are not directly related to the execution of a specific contract. We plan indirect costs on an annual basis and on cost reimbursable contracts receive government approval to bill those costs as a percentage of our direct labor, other direct costs and direct materials as we execute our contracts. The U.S. government approves the planned indirect rates as provisional billing rates near the beginning of each fiscal year.
Stock-Based Compensation Expense
     Effective October 1, 2005, we adopted SFAS No. 123R using the modified prospective method. Under this method, compensation costs for all awards granted after the date of adoption and the unvested portion of previously granted awards outstanding at the date of adoption will be measured at estimated fair value and included in operating expenses over the vesting period during which an employee or director provides service in exchange for the award.
     We recorded $0.4 million ($0.3 million net of tax) and $0.4 million ($0.3 million net of tax) of stock-based compensation expense, respectively, in our statement of earnings for the quarters ended December 31, 2006 and January 1, 2006, respectively. The stock-based compensation expense for the fiscal quarter ended December 31, 2006, includes $22,000 attributable to stock awards issued to non-employee directors during the quarter. This stock-based compensation expense reduced both basic and diluted earnings per share by $0.01 and $0.01, respectively, for the fiscal quarter ended December 31, 2006.
     As of December 31, 2006, there was $4.8 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. This cost is expected to be fully amortized in seven years, with half of the total amortization cost being recognized within the next 21 months.
General and Administrative Expenses
          Our general and administrative expenses include administrative salaries, costs related to proposal activities, internally funded research and development, and other administrative costs.
Interest Income and Expense
     Interest income is derived solely from interest earned on cash reserves maintained in short term investment accounts and are therefore subject to short-term interest rates that have minimal risk.
     Interest expense relates to interest charged on borrowings against our line and credit and capital leases.

11


Research and Development
          We conduct internally funded research and development into complex signal processing, system and software architectures, and other technologies that are important to continued advancement of our systems and are of interest to our current and prospective customers. The variance from year to year in internal research and development is caused by the status of our product cycles and the level of complementary U.S. government funded research and development. In the fiscal quarters ending December 30, 2007 and December 31, 2006, and January 1, 2006, internalinternally funded research and development expenditures (“IRAD”) were $2.2$0.2 million in each of the fiscal quarters representing 2% and $1.2 million, respectively, representing 4% and 2% respectively, of revenues in each period. The increase in IRAD is attributable to increased funding of a major R&D effort, and the additional R&D performed by acquired companies.
          InternalInternally funded research and development is a small portion of our overall research and development, as government funded research and development constitutes the majority of our activities in this area.
Interest Income and Expense
          Interest income is derived solely from interest earned on cash reserves maintained in short term investment accounts and are therefore subject to short-term interest rates that have minimal risk.

15


          Interest expense relates to interest charged on borrowings against our line and credit and capital leases.
Deferred Revenue
          Many of our fixed-price contracts contain provisions under which our customers are required to make payments when we achieve certain milestones. In many instances, these milestone payments occur before we have incurred the associated costs to which the payments will be applied. For example, under certain of our production contracts, our order of materials constitutes a milestone for which we receive a significant payment, but we do not pay the materials vendors until the materials are received and placed into production. We recognize deferred revenue when we receive milestone payments for which we have not yet incurred the applicable costs. As costs are incurred and revenue recognition criteria are met, we recognize revenue.
          As the time lag between our receipt of a milestone payment and our incurrence of associated costs under the contract can be several months, milestone payments under fixed-price contracts can significantly affect our cash position at any given time. The receipt of milestone payments will temporarily increase our cash on hand and our deferred revenue. As costs are incurred under the contract and contract revenue is recognized, cash and deferred revenue associated with the payment will decrease.
          We expect that fluctuations in deferred revenue will occur based on the particular timing of milestone payments under our fixed-price contracts and our subsequent incurrence of costs under the contracts. Due to these fluctuations, our cash position at the end of any fiscal quarter or year may not be indicative of our cash position at the end of subsequent fiscal quarters or years. During the fiscal quarter ended December 31, 2006, we incurred cost on certain fixed-price contracts resulting in a decrease of approximately $9 million of deferred revenues, as compared to the year ended September 30, 2006.
Critical Accounting Practices and Estimates
General
          Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements. These financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ significantly from those estimates. We believe that the estimates, assumptions, and judgments involved in the accounting practices described below have the greatest potential impact on our financial statements and, therefore, consider these to be critical accounting practices.
Revenue and Cost Recognition
          General
          The majority of our contracts, which are with the U.S. government, are accounted for in accordance with the American Institute of Certified Public Accountants Statement of Position 81-1,Accounting for Performance of Construction-Type and Production-Type Contracts.These contracts are transacted using written contractual arrangements, most of which require us to design, develop, manufacture and/or modify complex products and systems, and perform related services according to specifications provided by the customer. We account for fixed-

12


pricefixed-price contracts by using the percentage-of-completion method of accounting. Under this method, contract costs are charged to operations as incurred. A portion of the contract revenue, based on estimated profits and the degree of completion of the contract as measured by a comparison of the actual and estimated costs, is recognized as revenue each period. In the case of contracts with materials requirements, revenue is recognized as those materials are applied to the production process in satisfaction of the contracts’ end objectives. We account for cost reimbursable contracts by charging contract costs to operations as incurred and recognizing contract revenues and profits by applying the negotiated fee rate to actual costs on an individual contract basis. Management reviews contract performance, costs incurred, and estimated completion costs regularly and adjusts revenues and profits on contracts in the period in which changes become determinable.determinable.

16


          Anticipated losses on contracts are also recorded in the period in which they become determinable. Unexpected increases in the cost to develop or manufacture a product, whether due to inaccurate estimates in the bidding process, unanticipated increases in material costs, inefficiencies, or other factors are borne by us on fixed-price contracts, and could have a material adverse effect on results of operations and financial condition. Unexpected cost increases in cost reimbursable contracts may be borne by us for purposes of maintaining customer relationships. If the customer agrees to fund cost increases on cost type contracts, the additional work does not have any profit and therefore dilutes margin.
          Indirect rate variance
          We record contract revenues and costs of operations for interim reporting purposes based on annual targeted indirect rates. At year-end, the revenues and costs are adjusted for actual indirect rates. During our interim reporting periods, variances may accumulate between the actual indirect rates and the annual targeted rates. Timing-related indirect spending variances are not applied to contract costs, research and development, and general and administrative expenses, but are included in unbilled receivables during these interim reporting periods. These rates are reviewed regularly, and we record adjustments for any material, permanent variances in the period they become determinable.
          Our accounting policy for recording indirect rate variances is based on management’s belief that variances accumulated during interim reporting periods will be absorbed by management actions to control costs during the remainder of the year. We consider the rate variance to be unfavorable when the actual indirect rates are greater than our annual targeted rates. During interim reporting periods, unfavorable rate variances are recorded as reductions to operating expenses and increases to unbilled receivables. Favorable rate variances are recorded as increases to operating expenses and decreases to unbilled receivables.
          If we anticipate that actual contract activities will be different than planned levels, there are alternatives we can utilize to absorb the variance: we can adjust planned indirect spending during the year, modify our billing rates to our customers, or record adjustments to expense based on estimates of future contract activities.
          If our rate variance is unfavorable, the modification of our indirect rates will likely increase revenue and operating expenses. Profit percentages on fixed-price contracts will generally decline as a result of an increase to indirect costs unless compensating savings can be achieved in the direct costs to complete the projects. Profit percentages on cost reimbursement contracts will generally decline as a percentage of total costs as a result of an increase in indirect costs even if the cost increase is funded by the customer. If our rate variance is favorable, the modification of our indirect rates will decrease revenue and operating expenses. In this event, profit percentages on fixed-price contracts will generally increase. Profit percentages on cost-reimbursable contracts will generally be unaffected as a result of any reduction to indirect costs, due to the fact that programs will typically expend all of the funds available. Any impact on operating income, however, will depend on a number of other factors, including mix of contract types, contract terms and anticipated performance on specific contracts.
          At December 31, 2006,30, 2007, the unfavorable rate variance totaled $3.5$2.9 million of which $2.4$1.7 million was planned. Management deems this variance to be seasonal and expects this variance will be eliminated over the course of theby fiscal year and therefore, no portion of this variance is considered permanent.year-end.

13


          Award Fee Recognition
          Our policypractice for recognizing interim fee on our cost-plus-award-fee contracts is based on management’s assessment as to the likelihood that the award fee or an incremental portion of the award fee will be earned on a contract-by-contract basis. Management’s assessments are based on numerous factors including contract terms, nature of the work performed, our relationship and history with the customer, our history with similar types of projects, and our current and anticipated performance on the specific contract. No award fee is recognized until management determines that it is probable that an award fee or portion thereof will be earned. Actual fees awarded are typically within management’s estimates. However, changes could arise within an award fee period causing management to either lower or raise the award fee estimate in the period in which it occurs.

17


Goodwill
          Costs in excess of the fair value of tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded as goodwill. In accordance with SFAS No. 142, “GoodwillGoodwill and Other Intangible Assets”Assets, we test for impairment at least annually using a two-step approach. Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair values of the reporting units are estimated using a combination of the income, or discounted cash flows approach and the market approach, which utilizes comparable companies’ data. If the carrying amount of the unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss, if any. We performed the test during the fourth quarter of fiscal year 2007 and found no impairment to the carrying value of goodwill.
Long-Lived Assets (Excluding Goodwill)
          We follow the provisions of SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets(“SFAS No. 144”) in accounting for long-lived assets such as property and equipment and intangible assets subject to amortization. SFAS No.144 requires that long-lived assets be reviewed for impairment annuallywhenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. An impairment loss is recognized if the sum of the long-term undiscounted cash flows is less than the carrying amount of the long-lived asset being evaluated. Impairment losses are treated as permanent reductions in the fourth fiscal quarter.carrying amount of the assets.
Accounts Receivable
          We currently determine goodwill impairmentare required to estimate the collectibility of our accounts receivables. Judgment is required in assessing the realization of such receivables, and the related reserve requirements are based on three reporting units. Each reporting unitthe best facts available to us. Since most of our revenue is a component of the Company’s single homogeneous business segment with discrete financial information. Goodwill allocatedgenerated under U.S. government contracts, our current accounts receivable reserve is not significant to the reporting units was determined as of the acquisition dates. There was no structural change to the reporting units during the fiscal quarter ended December 31, 2006.our overall receivables balance.
Stock-basedStock-Based Compensation
          We account for stock-based compensation in accordance with In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004),Share-Based Payment, (“SFAS No. 123(R), Share-Based Payment. Under the123R”) which requires that compensation costs related to share-based payment transactions be recognized in financial statements. SFAS No. 123R requires all companies to measure compensation costs for all share-based payments at fair value, recognition provisionsand eliminates the option of using the intrinsic method of accounting provided for in Accounting Principles Board Opinion No. 25,Accounting for Stock Issued to Employees, (“APB No. 25”) which generally resulted in no compensation expense recorded in the financial statements related to the grant of stock options to employees and directors if certain conditions were met.
          Effective October 1, 2005, the Company adopted SFAS No. 123R using the modified prospective method. Under this statement, share-basedmethod, compensation cost iscosts for all awards granted after the date of adoption and the unvested portion of previously granted awards outstanding at the date of adoption will be measured at the grant date based on theestimated fair value and included in cost of the awardrevenues and is recognized as expensegeneral and administrative expenses over the vesting period. Determiningperiod during which an employee provides service in exchange for the fair value of share-based awards at the grant date requires judgment, including estimating expected volatility, dividend yield, expected term and estimated forfeitures of the options granted.award.

18


Historical Operating Results
Fiscal quarter ended December 31, 200630, 2007 compared to Fiscalfiscal quarter ended January 1,December 31, 2006
          The following table sets forth certain items, including consolidated revenues, cost of revenues, general and administrative expenses, income tax expense and net income, and the changes in these items for the fiscal quarters ended December 31, 200630, 2007 and January 1,December 31, 2006 (in thousands):
                        
 Fiscal quarter ended Increase Fiscal quarter ended  
 December 31, 2006 January 1, 2006 (Decrease) December 30, December 31, Increase
  2007 2006 (Decrease)
Contract revenues $60,405 $68,107  ($7,702) $74,266  $60,405  $13,861 
Cost of revenues $45,754 $52,752  ($6,998) $60,337  $45,764  $14,573 
General and administrative expenses $6,943 $6,108 $835  $5,457  $4,727  $730 
Interest income and interest expense $330 $0 $330 
Research and development expenses $1,700   2,216  $(516)
Interest income, net $120  $330  $(210)
Provision for income taxes $2,855 $3,644  ($789) $2,609  $2,855  $(246)
Net income $5,183 $5,603  ($420) $4,283  $5,183  $(900)

14


Revenues:
          Revenues decreasedincreased approximately 11%$13.9 million or 23% for the fiscal quarter ended December 31, 2006,30, 2007, as compared to the fiscal quarter ended January 1,December 31, 2006. The revenue decreaseincrease is primarily attributable to revenue growth from the completion or substantial completionacquisition of a number of submarine andCSIC Holdings, LLC (“Coherent”), continued work on development contracts in our surface ship systems,business and an increase in work performed on a significant contract in our tactical communications and networking business. These increases were partially offset by $4.4 million of revenue attributable to a number of new contracts awarded over the last 12 months and additional revenue from three acquisitions completed followingrecognized in the first quarter of 2006. We continuefiscal year 2007 related to see a trend that revenue will continue to be spread over a larger populationthe multi-year contract for the continued development and production of developmental contracts as large production contracts are nearing completion.the AN/SLQ-25A Torpedo Countermeasures System for the U.S. Navy which was deferred at September 30, 2006 and recognized at the time the contract was awarded.
Cost of Revenues:
          Cost of revenues decreasedincreased approximately 13%$14.6 million or 32% for the fiscal quarter ended December 31, 200630, 2007 as compared to the fiscal quarter ended January 1,December 31, 2006. The decreaseincrease was primarily compriseddue to increased contract activity from the acquisition of decreasesCoherent, an increase in direct materials and subcontractsubcontractor costs of $10.8$3.5 million, and $1.7 million, respectively, related to decreased production activities during the quarter. Direct labor and other direct costs increased by $1.8 million and $0.9 million, respectively relating to an increase in development contracts. Fringe benefits allocated to costsdirect labor of revenue increased $1.2 million and facilities allocated toan increase in other costs of revenue, rent$2.4 million due to increased by $0.5 million. Engineering overhead increased by $1.7 million.development and production activities as compared to the same quarter of fiscal 2007. Cost of revenues as a percentage of total revenue decreasedincreased to 81% for the first quarter of fiscal year 2008 as compared to 76% forin the first quarter ended December 31, 2006 from 77% forof fiscal year 2007. This increase as a percentage of revenue was primarily driven by a change in contract mix to a larger percentage of cost-reimbursable contracts and a smaller percentage of fixed-price contracts as compared to the same quarter ended January 1, 2006.of fiscal 2007.
General and Administrative Expenses:
          General and administrative expenses increased approximately 14%$0.7 million or 15% for the fiscal quarter ended December 31, 2006,30, 2007, as compared to the fiscal quarter ended January 1,December 31, 2006. The increase was due primarily to an increase from the inclusion of Coherent for the first fiscal quarter of fiscal 2008. Coherent was acquired in internalthe fourth quarter of fiscal year 2007.
Research and Development Expenses:
          Research and development expenses decreased $0.5 million or 23% for the fiscal quarter ended December 30, 2007, as compared to the fiscal quarter ended December 31, 2006 due to the timing of specific planned research and development costsprojects. Research and development expenditures represented 2.3% and 3.7% of $1.0 million, which is attributableour consolidated revenues for the fiscal quarters ended December 30, 2007 and December 31, 2006, respectively. We expect that research and development expenditures will continue to increased fundingrepresent approximately 2% to 3% of a major R&D effort, and the additional R&D performed by acquired companies.our consolidated revenue in future periods.

19


Interest Income, and Interest Expense:net:
          Interest income, increasednet of interest expense, decreased approximately $0.2 million or 64% for the fiscal quarter ended December 30, 2007, as compared to the fiscal quarter ended December 31, 2006. This decrease was a result of lower average cash balances. Cash and cash equivalents on hand was approximately $7.3 million and $30.5 million at December 30, 2007 and December 31, 2006, respectively.
Provision for Income Taxes:
          The provision for income taxes decreased approximately $0.2 million or 9% for the fiscal quarter ended December 30, 2007, as compared to the fiscal quarter ended December 31, 2006. Our effective income tax rate increased to 37.9% for the fiscal quarter ended December 30, 2007, compared to an effective rate of 35.5 % for the fiscal quarter ended December 31, 2006,2006. During the first quarter of fiscal year 2007, we reduced the effective rate by 1.2% due to the reinstatement of a research and development tax credit retroactively to January 1, 2006. During the first quarter of fiscal year 2008, this research and development tax credit expired effective December 31, 2007. As such, we are not estimating that a full year of this credit will be used in fiscal year 2008 which has increased the effective rate by 0.7% as compared to the fiscal quarter ended January 1, 2006. This increase was a result of higher average cash balances. Interest expense was $0.1 million for the fiscal quarter ended January 1, 2006 due to outstanding borrowings on the line of credit at that time. During the quarter ended December 31, 2006, there were no borrowings under the line.
Income Tax Expense:
     Our effective income tax rate decreased to 35.5% for the fiscal quarter ended December 31, 2006, compared to an30, 2007. The remaining 0.5% decrease in effective rate is the result of 39.4 % for the fiscal quarter ended January 1, 2006. This decrease was primarily due to the R&D tax credit adjustment which reduced the rate by 2.3%, tax exempt interest reductiona decreased effect of 1.1% and qualified manufacturing deductions of 0.5%.other permanent differences.
Net Income:
          As a result of the above, net income decreased approximately $0.4$0.9 million, or 7%17%, for the fiscal quarter ended December 31, 200630, 2007 compared to the fiscal quarter ended January 1,December 31, 2006.
Analysis of Liquidity and Capital Resources
          Cash
          At December 31, 2006,30, 2007, we had cash of $30.5$7.3 million compared to cash of $33.5$23.0 million onat September 30, 2006. This2007. The $15.7 million decrease in cash of $3.0 million was primarily the result of net$10.0 million of cash used in operating activities, $3.3 million of capital expenditures and capital additions.$2.8 million of cash used for stock purchases under our stock repurchase plan.

15


          Line of Credit
          The Company maintainsWe maintain a $40.0 million line of credit with Bank of America, N.A. (the “Lender”). The credit facility will terminate no later than February 28, 2008 at which time the facility will be subject to renewal. We currently expect to renew such facility with similar terms and conditions for an additional 2 year period. The credit facility also contains a sublimit of $15.0 million to cover letters of credit. In addition, borrowings on the line of credit bear interest at LIBOR plus 150 basis points. An unused commitment fee of 0.25% per annum, payable in arrears, is also required.
          All borrowings under the line of credit are collateralized by all tangible assets of the Company.assets. The line of credit agreement includes customary restrictions regarding additional indebtedness, business operations, permitted acquisitions, liens, guarantees, transfers and sales of assets, and maintaining the Company’sour primary accounts with the Lender. Borrowing availability under the line of credit is equal to the Company’s EBITDAour earnings before interest expense, taxes depreciation and amortization (EBITDA) for the trailing 12 months, calculated as of the end of each fiscal quarter. For the fiscal quarter ending December 31, 2006, EBITA,30, 2007, EBITDA, on a trailing 12 month basis, was $36.8$35.1 million. The agreement requires the Companyus to comply with a specific EBITDA to Funded Debt ratio, and contains customary events of default, including the failure to make timely payments and the failure to satisfy covenants, which would permit the Lender to accelerate repayment of borrowings under the agreement if not cured within the applicable grace period. As of December 31, 2006, the Company was30, 2007, we were in compliance with these covenants and the financial ratio.

20


          At December 31, 2006,30, 2007, there were no borrowings outstanding against the line of credit. Letters of credit outstanding at December 31, 200630, 2007 amounted to $1.0$1.5 million, and $35.7$33.6 million was available on the line of credit. In January 2008, we borrowed $7.0 million from our line of credit to fund our current operations. We expect to borrow and repay amounts from our line of credit as needed based on available cash resources and the timing of our cash payments and receipts.
          Cash Flows
          Net cash used in operating activities was $10.0 million in the fiscal quarter ending December 30, 2007, compared to net cash used in operating activities of $2.3 million in the fiscal quarter ending December 31, 2006, compared to net cash used in2006. Cash provided by operating activities of $11.4 million in fiscal quarter ending January 1, 2006. The lower cash used in operating activities was attributable to improved accounts receivable and payables management compared to the prior year. In addition, we were able to put into production $5.5 million of project costs deferred at the end of fiscal year 2006. However, these improvements were offset by $9.0 million of deferred revenue recognized during the fiscal quarter ended December 31, 2006.30, 2007 was comprised of $6.7 million of net income as adjusted for non-cash reconciling items including depreciation and amortization, changes in deferred income taxes and stock-based compensation. Net income, as adjusted for non-cash reconciling items was reduced by $16.7 million as a result of changes in operating assets and liabilities. This change was driven by a $15.5 million increase in accounts receivable and a $5.5 million decrease in accounts payable, partially offset by a $4.3 million of changes in other operating assets and liabilities.
          The increase in accounts receivable is due primarily to the timing of our contractual ability to bill our customers and subsequently receive payments on such billings. Many of our fixed-price contracts contain provisions under which our customers are required to make payments when we achieve certain milestones. In many instances, these milestone payments occur after we have incurred the associated costs to which the payments will be applied. For example, under some of our contracts providing certain deliverables constitutes a milestone for which we receive a significant payment near the end of the contract, but we incur costs to complete the deliverables ratably over the life of the contract. We recognize revenue as costs are incurred and revenue recognition criteria are met, with a corresponding increase in unbilled receivables.
          The time lag between our receipt of a milestone payment and our incurrence of associated costs under the contract can be several months. Therefore, milestone payments under fixed-price contracts can significantly affect our cash position at any given time. The receipt of milestone payments will temporarily increase our cash on hand and decrease our unbilled receivables. As milestone payments under the contract are billed and received, cash will increase and unbilled receivables associated with the payment will decrease. Over the years, these milestone payments have had a significant effect on our comparative cash balances. We expect that fluctuations in unbilled receivables and deferred revenue will occur based on the particular timing of milestone payments under our fixed-price contracts and our incurrence of costs under the contracts. Due to these fluctuations, our cash position at the end of any fiscal quarter or year may not be indicative of our cash position at the end of subsequent fiscal quarters or years.
          Of the $56.4 million of unbilled accounts receivable outstanding at December 30, 2007, we billed approximately $19.0 million subsequent to December 30, 2007.
          Net cash used in investing activities was $3.0 million for the fiscal quarter ended December 30, 2007, compared to net cash used in investing activities of $1.3 million for the fiscal quarter ended December 31, 2006, compared to net2006. The increase in use of cash provided byin investing activities was primarily due to $3.3 million of $0.7capital expenditures.
          Net cash used in financing activities was $2.7 million for the fiscal quarter ended January 1, 2006. The decrease is due primarily to cash of $1.1 million acquired in the October 2006 Radix acquisition. Investment in property equipment and software increased by $0.5 million asDecember 30, 2007 compared to fiscal quarter ended January 1, 2006.
     Net cash provided by financing activities wasof $0.6 million for the fiscal quarter ended December 31, 2006 compared to $36.8 million for the fiscal quarter ended January 1, 2006. The decreaseCash used in net cash provided by financing activities was primarily duecomprised of $2.8 million of cash used to the net proceeds frompurchase 150,000 shares of our secondarycommon stock offering of $46.8 million, partially offset by the repayment of the line of credit in December 2005.under our stock repurchase program.

21


Contractual Obligations and Commitments
     As of December 31, 2006,30, 2007, our contractual cash obligations were as follows (in thousands):
                            
                             Due in Due in Due in Due in Due in   
 Total Due in 2007 Due in 2008 Due in 2009 Due in 2010 Due in 2011 Thereafter  Total 2007 2008 2009 2010 2011 Thereafter 
Capital leases $68 $18 $25 $23 $2    $201 $90 $65 $37 $9   
Operating leases 25,885 5,514 7,534 5,151 2,385 1,831 3,470  20,756 8,261 4,747 2,574 1,932 1,550 1,692 
               
Acquisition related (a) 1,800    1,800   
                
Total $25,953 $5,532 $7,559 $5,174 $2,387 $1,831 $3,470  $22,757 $8,351 $4,812 $2,611 $3,741 $1,550 $1,692 
                              
     As of December 31, 2006, other commercial commitments were as follows (in thousands):
             
 Total Less Than 1 Year 1-3 Years 
             
Letters of credit$1,040 $977 $63 

16


(a)In accordance with the CSIC Holdings, LLC purchase agreement, the Company has retained $1.8 million of the purchase price which is expected to be paid in August 2010. The Company maintains a $1.8 million restricted cash balance to settle this liability.
          We have no long-term debt obligations, capital lease obligations, other operating lease obligations, contractual purchase obligations, or other long-term liabilities other than those shown above. We also have no off-balance sheet arrangements of any kind.
Market Risks
          In addition to the risks inherent in our operations, we are exposed to financial, market, political and economic risks. The following discussion provides additional detail regarding our exposure to credit, interest rates and foreign exchange rates.
Cash and Cash Equivalents:
          All unrestricted, highly liquid investments purchased with a remainingan original maturity of three months or less are considered to be cash equivalents. We maintain cash and cash equivalents with various financial institutions in excess of the amount insured by the Federal Deposit Insurance Corporation. We believe that any credit risk related to these cash and cash equivalents is minimal.
Interest Rates:
          Our line of credit financing provides available borrowing to us at a variable interest rate tied to the LIBOR rate. There were no outstanding borrowings under this line of credit at December 31, 2006.30, 2007. Accordingly, we do not believe that any movement in interest rates would have a material impact on future earnings or cash flows.
Foreign Currency:
          We have contracts to provide services to certain foreign countries approved by the U.S. government. Our foreign sales contracts require payment in U.S. dollars, and therefore are not affected by foreign currency fluctuations. We occasionally issue orders or subcontracts to foreign companies in local currency. The current obligations to foreign companies are of an immaterial amount and we believe the associated currency risk is also immaterial.
Recent Developments
     On February 1, 2007, the Company announced that it received a contract extension for the fourth phase of a multi-year full rate production contract to provide SSEE Increment E sensor systems to the United States Government. SSEE is the most modern and extensive communications intelligence system that is deployed on U.S. Navy surface ships. The extension immediately exercises on option with an approximate value of $43.0 million to authorize the procurement of systems for the fiscal year 2007.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
          The information called for by this item is provided under Item 2 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

22


ITEM 4. CONTROLS AND PROCEDURES
 (a) Our management has evaluated, with the participation of the our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

17


 (b) During the last quarter, there were no significant changes in our internal controls over financial reporting (as defined in Rule 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.
     During the last quarter, there were no significant changes in our internal controls over financial reporting (as defined in Rule 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.

18


PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
     We are not party to any material legal proceedings.          We are subject to litigation from time to time, in the ordinary course of business including, but not limited to, allegations of wrongful termination or discrimination.
ITEM 1A. RISK FACTORS
          There were no other material changes from the risk factors disclosed in Argon’s 2006our Form 10-K for the fiscal year ended September 30, 2007 filed on December 14, 2006.November 30, 2007.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
          None.The following table provides information about purchases that we made during the first quarter of fiscal year 2008 of our equity securities that are registered by us pursuant to Section 12 of the Exchange Act. We purchased our common stock pursuant to the stock repurchase plan announced on August 30, 2007 authorizing the purchase of up to 2.0 million shares of our common stock. The repurchase plan is scheduled to terminate on August 31, 2008.
                 
              Approximate 
          Total Number of  Number of Shares 
  Total Number  Average  Shares Purchased as  that May Yet Be 
  of Shares  Price Paid  Part of Publicly  Purchased Under 
Period Purchased  per Share  Announced Plan  the Plan 
October 1, 2007 to October 31, 2007    $   547,900   1,452,100 
November 1, 2007 to November 30, 2007        547,900   1,452,100 
December 1, 2007 to December 30, 2007  150,000   18.48   697,900   1,302,100 
                 
             
First quarter fiscal 2008 totals  150,000  $18.48   697,900   1,302,100 
                 
             
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
          None.

23


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          None.
ITEM 5. OTHER INFORMATION
          None.
ITEM 6. EXHIBITS
   
Exhibit  
Number Description of Exhibit
2.1 Agreement and Plan of Merger dated as of June 7, 2004, by and between Sensytech, Inc. and Argon Engineering Associates, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-4 filed on July 16, 2004, Registration Statement No. 333-117430)
   
2.2 Agreement and Plan of Merger, Dated as of June 9, 2006, by and among Argon ST, Inc., Argon ST Merger Sub, Inc., San Diego Research Center, Incorporated, Lindsay McClure, Thomas Seay and Harry B. Lee, Trustee of the HBL and BVL Trust (incorporated by reference to the Company’s Current Report on Form 8-K, filed June 14, 2006)
   
2.3Equity Purchase Agreement by and among Argon ST, Inc., CSIC Holdings LLC, Coherent Systems International, Corp., the Stockholders of Coherent Systems International, Corp. and Richard S. Ianieri, as Seller Representative (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed August 16, 2007)
  
3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 (Registration Statement No. 333-98757) filed on August 26, 2002)
   
3.1.1 Amendment, dated September 28, 2004, to the Company’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 the Company’s Current Report on Form 8-K filed October 5, 2004 covering Items 2.01, 5.01, 5.02, 8.01 and 9.01 of Form 8-K).
   
3.1.2 Amendment, dated March 15, 2005 to the Company’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 5, 2005, filed May 11, 2005)
   
3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 13(a)(i) of the Company’s Annual Report on Form 10-KSB for the fiscal year ended September 30, 2001)
   
3.2.1Amendment, dated as of February 28, 2007, to the Company’s Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed March 6, 2007)
  
4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 (Registration Statement No. 333-128211) filed on September 9, 2005)

19


   
Exhibit
NumberDescription of Exhibit
10.1 Second Amended and Restated Line of Credit Agreement with Bank of America (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1 (Registration Statement No. 333-98757) filed on August 27, 2002)
   
10.1.1 Fifth Amendment to Second Amended and Restated Financing and Security Agreement, dated as of March 31, 2006 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed April 6, 2006)
   
10.2+ Argon ST, Inc. 2002 Stock Incentive Plan, as amended (incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A for its 2006 annual meeting of stockholders, filed January 27, 2006)
   
10.2.1 Form of Stock Option Agreement under Argon ST 2002 Stock Incentive Plan (incorporated by reference to Exhibit 10.2.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2005, filed December 14, 2005)
   
10.3+ Argon Engineering Associates, Inc. Stock Plan (incorporated by reference to Exhibit 10.3 to the

24


Exhibit
NumberDescription of Exhibit
Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2004, filed December 14, 2004)
   
31.1* Certification of the Company’s Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act
   
31.2* Certification of the Company’s Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act
   
32.1** 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

2025


 

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.
ARGON ST, INC.
(Registrant)
By:  /s/ Terry L. Collins  
Terry L. Collins, Ph.D. 
Chairman, Chief Executive Officer and President 
By:  /s/ Victor F. Sellier  
Victor F. Sellier 
Vice President, Chief Financial Officer, Secretary and Treasurer 
ARGON ST, INC.
(Registrant)
By: /s/ Terry L. Collins          
Terry L. Collins, Ph.D.
Chairman, Chief Executive Officer and President
By: /s/ Aaron N. Daniels           
Aaron N. Daniels
Vice President, Chief Financial Officer and Treasurer
Date: February 8, 20072008

2126