##### Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period
fromto



Commission File #0-16148



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Multi-Color Corporation

(Exact name of Registrant as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|OHIO                                                           |  | 31-1125853                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



425 Walnut Street,
Suite 1300, Cincinnati, Ohio 45202

(Address of principal executive offices)



Registrants telephone number  (513) 381-1480



---



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.    Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act).    Yes ̈No  x



Indicate the number of shares outstanding of each of the Registrants classes of common
stock, as of the latest practicable date.



Common shares, no par
value  6,328,746 (as of November 11, 2004)



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##### Table of Contents

MULTI-COLOR CORPORATION

FORM 10-Q

CONTENTS



|                                                                                                                   |  |     
|------------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                                   |  | Page
|PART I  FINANCIAL INFORMATION (Unaudited)                                                                         |  |     
|                                                                                                                   | 
|Condensed Consolidated Balance Sheets at September 30, 2004 and March 31, 2004                                     |  | 3   
|                                                                                                                   | 
|Condensed Consolidated Statements of Income for the Three Months Ended September 30, 2004 and September 30, 2003   |  | 4   
|                                                                                                                   | 
|Condensed Consolidated Statements of Income for the Six Months Ended September 30, 2004 and September 30, 2003     |  | 5   
|                                                                                                                   | 
|Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2004 and September 30, 2003 |  | 6   
|                                                                                                                   | 
|Notes to Condensed Consolidated Financial Statements                                                               |  | 7   
|                                                                                                                   | 
|Managements Discussion and Analysis of Financial Condition and Results of Operations                              |  | 10  
|                                                                                                                   | 
|Quantitative and Qualitative Disclosures About Market Risk                                                         |  | 15  
|                                                                                                                   | 
|Controls and Procedures                                                                                            |  | 16  
|                                                                                                                   | 
|PART II 
OTHER INFORMATION                                                                                        |  |     
|                                                                                                                   | 
|Item 1.
Legal Proceedings                                                                                          |  | 16  
|                                                                                                                   | 
|Item 2.
Changes in Securities                                                                                      |  | 16  
|                                                                                                                   | 
|Item 3.
Defaults upon Senior Securities                                                                            |  | 16  
|                                                                                                                   | 
|Item 4.
Submission of Matters to a Vote of Security Holders                                                        |  | 16  
|                                                                                                                   | 
|Item 5.
Other Information                                                                                          |  | 17  
|                                                                                                                   | 
|Item 6.
Exhibits and Reports on Form 8-K                                                                           |  | 17  
|                                                                                                                   | 
|Signature                                                                                                          |  | 18  



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##### Table of Contents

Item 1. Financial Statements



MULTI-COLOR CORPORATION

Condensed Consolidated Balance Sheets

(Thousands)



|                                                     |  |                    |        |   |                |   |        |  
|---------------------------------------------------- |  | ------------------ | ------ | - | -------------- | - | ------ | -
|                                                     |  | September 30, 2004 |        |   | March 31, 2004 |  
|                                                     |  | (Unaudited)        |        |   |                |  
|ASSETS                                               |  |                    |        |   |                |   |        |  
|                                                     |  |                   
|Current Assets:                                      |  |                    |        |   |                |   |        |  
|Cash                                                 |  | $                  | 3,238  |   |                | $ | 1,464  |  
|Accounts receivable, net                             |  |                    | 15,349 |   |                |   | 15,431 |  
|Inventories                                          |  |                    | 8,083  |   |                |   | 7,719  |  
|Deferred tax asset                                   |  |                    | 527    |   |                |   | 455    |  
|Prepaid and refundable income taxes                  |  |                    |       |   |                |   | 931    |  
|Prepaid expenses and other                           |  |                    | 313    |   |                |   | 461    |  
|                                                     |  |                    |        |   |                |   |        |  
|Total current assets                                 |  |                    | 27,510 |   |                |   | 26,461 |  
|                                                     |  |                   
|Property, plant and equipment, net                   |  |                    | 34,690 |   |                |   | 33,207 |  
|                                                     |  |                   
|Goodwill                                             |  |                    | 11,759 |   |                |   | 11,759 |  
|                                                     |  |                   
|Intangible assets, net                               |  |                    | 775    |   |                |   | 879    |  
|                                                     |  |                   
|Other                                                |  |                    | 58     |   |                |   | 141    |  
|                                                     |  |                    |        |   |                |   |        |  
|Total assets                                         |  | $                  | 74,792 |   |                | $ | 72,447 |  
|                                                     |  |                    |        |   |                |   |        |  
|LIABILITIES AND SHAREHOLDERS EQUITY                 |  |                    |        |   |                |   |        |  
|                                                     |  |                   
|Current liabilities:                                 |  |                    |        |   |                |   |        |  
|Current portion of long-term debt                    |  | $                  | 4,079  |   |                | $ | 5,913  |  
|Current portion of capital lease obligations         |  |                    | 4      |   |                |   | 9      |  
|Accounts payable                                     |  |                    | 6,487  |   |                |   | 8,666  |  
|Accrued liabilities                                  |  |                    | 4,309  |   |                |   | 3,990  |  
|                                                     |  |                    |        |   |                |   |        |  
|Total current liabilities                            |  |                    | 14,879 |   |                |   | 18,578 |  
|                                                     |  |                   
|Long-term debt, excluding current portion            |  |                    | 18,073 |   |                |   | 15,553 |  
|                                                     |  |                   
|Capital lease obligations, excluding current portion |  |                    | 4      |   |                |   |       |  
|                                                     |  |                   
|Deferred tax liability                               |  |                    | 5,060  |   |                |   | 4,919  |  
|                                                     |  |                   
|Deferred compensation                                |  |                    | 492    |   |                |   | 428    |  
|                                                     |  |                    |        |   |                |   |        |  
|Total liabilities                                    |  |                    | 38,508 |   |                |   | 39,478 |  
|                                                     |  |                   
|Commitments and contingencies                        |  |                    |        |   |                |   |        |  
|                                                     |  |                   
|Shareholders equity:                                |  |                    |        |   |                |   |        |  
|Common stock, no par value, $.10 stated value        |  |                    | 309    |   |                |   | 291    |  
|Additional paid-in capital                           |  |                    | 13,301 |   |                |   | 12,740 |  
|Treasury stock, at cost                              |  |                    | (119   | ) |                |   | (119   | )
|Accumulated other comprehensive loss                 |  |                    | (56    | ) |                |   |       |  
|Retained earnings                                    |  |                    | 22,849 |   |                |   | 20,057 |  
|                                                     |  |                    |        |   |                |   |        |  
|Total shareholders equity                           |  |                    | 36,284 |   |                |   | 32,969 |  
|                                                     |  |                    |        |   |                |   |        |  
|Total liabilities and shareholders equity           |  | $                  | 74,792 |   |                | $ | 72,447 |  
|                                                     |  |                    |        |   |                |   |        |  



See accompanying Notes to
Consolidated Financial Statements.



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##### Table of Contents

Item 1. Financial Statements (continued)



MULTI-COLOR CORPORATION

Condensed Consolidated Statements of Income

(Unaudited)

(Thousands except per share
amounts)



|                                             |  |                    |        |   |                    |   |        |  
|-------------------------------------------- |  | ------------------ | ------ | - | ------------------ | - | ------ | -
|                                             |  | Three Months Ended |       
|                                             |  | September 30, 2004 |        |   | September 30, 2003 |  
|Net sales                                    |  | $                  | 31,735 |   |                    | $ | 31,569 |  
|                                             |  |                   
|Cost of goods sold                           |  |                    | 26,109 |   |                    |   | 25,907 |  
|                                             |  |                    |        |   |                    |   |        |  
|Gross profit                                 |  |                    | 5,626  |   |                    |   | 5,662  |  
|                                             |  |                   
|Selling, general and administrative expenses |  |                    | 2,758  |   |                    |   | 2,667  |  
|                                             |  |                    |        |   |                    |   |        |  
|Operating income                             |  |                    | 2,868  |   |                    |   | 2,995  |  
|                                             |  |                   
|Other (income) expense, net                  |  |                    | (45    | ) |                    |   | (177   | )
|                                             |  |                   
|Interest expense                             |  |                    | 223    |   |                    |   | 328    |  
|                                             |  |                    |        |   |                    |   |        |  
|Income before income taxes                   |  |                    | 2,690  |   |                    |   | 2,844  |  
|Income taxes                                 |  |                    | 1,009  |   |                    |   | 1,180  |  
|                                             |  |                    |        |   |                    |   |        |  
|Net income                                   |  | $                  | 1,681  |   |                    | $ | 1,664  |  
|                                             |  |                    |        |   |                    |   |        |  
|Basic earnings per share                     |  | $                  | 0.27   |   |                    | $ | 0.28   |  
|                                             |  |                   
|Diluted earnings per share                   |  | $                  | 0.25   |   |                    | $ | 0.25   |  
|                                             |  |                   
|Average number of common shares outstanding: |  |                    |        |   |                    |   |        |  
|Basic                                        |  |                    | 6,324  |   |                    |   | 5,978  |  
|                                             |  |                   
|Diluted                                      |  |                    | 6,606  |   |                    |   | 6,589  |  



Certain prior year amounts have
been conformed to the current year presentation.



See accompanying Notes
to Consolidated Financial Statements.



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##### Table of Contents

Item 1. Financial Statements (continued)



MULTI-COLOR CORPORATION

Condensed Consolidated Statements of Income

(Unaudited)

(Thousands except per share
amounts)



|                                             |  |                    |        |   |                    |   |        |  
|-------------------------------------------- |  | ------------------ | ------ | - | ------------------ | - | ------ | -
|                                             |  | Six Months Ended   |       
|                                             |  | September 30, 2004 |        |   | September 30, 2003 |  
|Net sales                                    |  | $                  | 60,485 |   |                    | $ | 60,676 |  
|                                             |  |                   
|Cost of goods sold                           |  |                    | 50,132 |   |                    |   | 49,322 |  
|                                             |  |                    |        |   |                    |   |        |  
|Gross profit                                 |  |                    | 10,353 |   |                    |   | 11,354 |  
|                                             |  |                   
|Selling, general and administrative expenses |  |                    | 5,508  |   |                    |   | 5,181  |  
|                                             |  |                    |        |   |                    |   |        |  
|Operating income                             |  |                    | 4,845  |   |                    |   | 6,173  |  
|                                             |  |                   
|Other (income) expense, net                  |  |                    | (60    | ) |                    |   | (20    | )
|Interest expense                             |  |                    | 416    |   |                    |   | 697    |  
|                                             |  |                    |        |   |                    |   |        |  
|Income before income taxes                   |  |                    | 4,489  |   |                    |   | 5,496  |  
|                                             |  |                   
|Income taxes                                 |  |                    | 1,694  |   |                    |   | 2,204  |  
|                                             |  |                    |        |   |                    |   |        |  
|Net income                                   |  | $                  | 2,795  |   |                    | $ | 3,292  |  
|                                             |  |                    |        |   |                    |   |        |  
|Basic earnings per share                     |  | $                  | 0.45   |   |                    | $ | 0.55   |  
|                                             |  |                   
|Diluted earnings per share                   |  | $                  | 0.42   |   |                    | $ | 0.50   |  
|                                             |  |                   
|Average number of common shares outstanding: |  |                    |        |   |                    |   |        |  
|Basic                                        |  |                    | 6,247  |   |                    |   | 5,961  |  
|                                             |  |                   
|Diluted                                      |  |                    | 6,600  |   |                    |   | 6,549  |  



Certain prior year amounts have
been conformed to the current year presentation.



See accompanying Notes
to Consolidated Financial Statements.



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##### Table of Contents

Item 1. Financial Statements (continued)



MULTI-COLOR CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Thousands)



|                                                    |  |                    |        |   |                    |   |        |  
|--------------------------------------------------- |  | ------------------ | ------ | - | ------------------ | - | ------ | -
|                                                    |  | Six Months Ended   |       
|                                                    |  | September 30, 2004 |        |   | September 30, 2003 |  
|NET CASH PROVIDED BY OPERATING ACTIVITIES           |  | $                  | 3,921  |   |                    | $ | 1,980  |  
|                                                    |  |                   
|CASH FLOWS FROM INVESTING ACTIVITIES:               |  |                    |        |   |                    |   |        |  
|Capital expenditures                                |  |                    | (3,602 | ) |                    |   | (1,417 | )
|Acquisition of business, net of cash received       |  |                    |       |   |                    |   | (495   | )
|Proceeds from sale of property, plant and equipment |  |                    | 11     |   |                    |   | 202    |  
|                                                    |  |                    |        |   |                    |   |        |  
|Net cash used in investing activities               |  |                    | (3,591 | ) |                    |   | (1,710 | )
|                                                    |  |                   
|CASH FLOWS FROM FINANCING ACTIVITIES:               |  |                    |        |   |                    |   |        |  
|Repayment of long-term debt                         |  |                    | (2,964 | ) |                    |   | (2,265 | )
|Proceeds from issuance of long-term debt            |  |                    | 3,650  |   |                    |   |       |  
|Repayment of capital lease obligations              |  |                    | (1     | ) |                    |   | (21    | )
|Proceeds relating to issuance of common stock, net  |  |                    | 759    |   |                    |   | 153    |  
|                                                    |  |                    |        |   |                    |   |        |  
|Net cash provided by (used in) financing activities |  |                    | 1,444  |   |                    |   | (2,133 | )
|                                                    |  |                    |        |   |                    |   |        |  
|Net increase (decrease) in cash                     |  |                    | 1,774  |   |                    |   | (1,863 | )
|Cash, beginning of period                           |  |                    | 1,464  |   |                    |   | 4,109  |  
|                                                    |  |                    |        |   |                    |   |        |  
|Cash, end of period                                 |  | $                  | 3,238  |   |                    | $ | 2,246  |  
|                                                    |  |                    |        |   |                    |   |        |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION   |  |                    |        |   |                    |   |        |  
|                                                    |  |                   
|Interest paid                                       |  | $                  | 160    |   |                    | $ | 497    |  
|Income taxes paid                                   |  | $                  | 62     |   |                    | $ | 2,151  |  
|                                                    |  |                   
|Acquisition accounted for as a purchase:            |  |                    |        |   |                    |   |        |  
|Assets acquired                                     |  | $                  |       |   |                    | $ | 1,151  |  
|Liabilities assumed                                 |  |                    |       |   |                    |   |       |  
|Note payable                                        |  |                    |       |   |                    |   | (656   | )
|                                                    |  |                    |        |   |                    |   |        |  
|Net cash paid                                       |  | $                  |       |   |                    | $ | 495    |  
|                                                    |  |                    |        |   |                    |   |        |  



See accompanying Notes to
Consolidated Financial Statements.



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##### Table of Contents

MULTI-COLOR CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Dollars in Thousands)



Item 1. Financial Statements (continued)



1. Basis of Presentation:



The condensed financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted
accounting principles, have been condensed or omitted pursuant to such rules and regulations, the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be
read in conjunction with the financial statements and the notes thereto included in the Companys latest Annual Report on Form 10-K.



The information furnished in these financial statements reflects all estimates and adjustments which are, in the opinion of management, necessary to
present fairly the results for the interim periods reported, and all adjustments and estimates are of a normal recurring nature.



2. Net Income Per Share Data:



The following is a reconciliation of the number of shares used in the Basic Earnings Per Share (EPS) and Diluted EPS computations (shares in
thousands):



|                                 |  |                                 |  |                               |  |       |  |      
|-------------------------------- |  | ------------------------------- |  | ----------------------------- |  | ----- |  | -----
|                                 |  | Three Months EndedSeptember 30, |  | Six Months EndedSeptember 30,
|                                 |  | 2004                            |  | 2003                          |  | 2004  |  | 2003 
|Basic EPS                        |  | 6,324                           |  | 5,978                         |  | 6,247 |  | 5,961
|Effect of dilutive stock options |  | 282                             |  | 611                           |  | 353   |  | 588  
|Diluted EPS                      |  | 6,606                           |  | 6,589                         |  | 6,600 |  | 6,549



3. Inventories:



Inventories are stated at the lower of FIFO (first-in,
first-out) cost or market and are comprised of the following:



|                |  |                    |       |                |   |      
|--------------- |  | ------------------ | ----- | -------------- | - | -----
|                |  | September 30, 2004 |       | March 31, 2004
|Raw Materials   |  | $                  | 3,291 |                | $ | 2,378
|Work in Process |  |                    | 1,300 |                |   | 1,046
|Finished Goods  |  |                    | 3,492 |                |   | 4,295
|                |  |                    |       |                |   |      
|                |  | $                  | 8,083 |                | $ | 7,719
|                |  |                    |       |                |   |      



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4. Debt:



In May 2004, the Company entered into an interest rate swap agreement with PNC Bank (PNC). The Company pays interest on a $5 million notional
amount at a fixed rate of 3.845%. PNC pays interest based on the LIBOR rate. The Company utilizes this derivative instrument to hedge exposure to changes in interest rates. The Company accounts for this derivative instrument under the Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133). SFAS 133 requires that all derivative instruments be recognized in the financial statements and measured at fair value regardless of the
purpose or intent for holding them. The fair value of this instrument at September 30, 2004 is a liability of $56. This amount is also reflected in comprehensive income (see note 5 below).



The Company entered into its current credit agreement with PNC, Key Bank,
LaSalle Bank and Harris Trust and Savings Bank on June 30, 2004. The Company has available under its Revolving Credit Agreement $10,000 at September 30, 2004 to provide for additional cash needs. The credit agreement provides for a revolving line of
credit up to a maximum of $10,000 and an acquisition facility of $20,000. Under the terms of the credit agreement, the Company is subject to several financial covenants. The financial covenants require the Company to maintain certain leverage and
fixed charge ratios as well as maintain a minimum tangible net worth. The credit agreement expires in June 2007.



5. Comprehensive Income:



Total comprehensive income is comprised of net earnings and the impact of a cash flow hedge (described in note 4 above). Total comprehensive income for
the three and six months ended September 30, 2004 was $1,625 and $2,739, respectively. There were no comprehensive income items other than net earnings for the related periods in fiscal year 2004.



6. Stock Options:



As of September 30, 2004, 516,375 of the authorized but unissued common
shares were reserved for future issuance to key employees and directors under the Companys qualified and non-qualified stock option plans. Stock options granted under the plans enable the holder to purchase common stock at an exercise price
not less than the market value on the date of grant. To the extent not exercised, options will expire not more than ten years after the date of grant. The applicable options vest immediately or ratably over a three to five year period.



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Had compensation cost for the Companys stock option plans been determined based on the fair value
at the grant date for awards for the three and six months ended September 30, 2004 and 2003, consistent with the provisions of SFAS No. 123, the Companys net income and earnings per share would have been reduced to the pro forma amounts
indicated below:



|                                                                                                                   |  |                                 |       |                               |   |       |  |      |       |  |   |      
|------------------------------------------------------------------------------------------------------------------ |  | ------------------------------- | ----- | ----------------------------- | - | ----- |  | ---- | ----- |  | - | -----
|                                                                                                                   |  | Three Months EndedSeptember 30, |       | Six Months EndedSeptember 30,
|                                                                                                                   |  | 2004                            |       | 2003                          |   | 2004  |  | 2003
|Net income - as reported                                                                                           |  | $                               | 1,681 |                               | $ | 1,664 |  | $    | 2,795 |  | $ | 3,292
|Stock-based compensation expense determined under the fair value method for all awards, net of income tax benefits |  |                                 | 77    |                               |   | 78    |  |      | 148   |  |   | 156  
|                                                                                                                   |  |                                 |       |                               |   |       |  |      |       |  |   |      
|Net income - proforma                                                                                              |  | $                               | 1,604 |                               | $ | 1,586 |  | $    | 2,647 |  | $ | 3,136
|                                                                                                                   |  |                                 |       |                               |   |       |  |      |       |  |   |      
|Net income per common and common equivalent share - as reported                                                    |  |                                 |       |                               |   |       |  |      |       |  |   |      
|Basic                                                                                                              |  | $                               | 0.27  |                               | $ | 0.28  |  | $    | 0.45  |  | $ | 0.55 
|Diluted                                                                                                            |  | $                               | 0.25  |                               | $ | 0.25  |  | $    | 0.42  |  | $ | 0.50 
|                                                                                                                   |  |                                 |       |                              
|Net Income per common and common equivalent share - proforma                                                       |  |                                 |       |                               |   |       |  |      |       |  |   |      
|Basic                                                                                                              |  | $                               | 0.25  |                               | $ | 0.27  |  | $    | 0.42  |  | $ | 0.53 
|Diluted                                                                                                            |  | $                               | 0.24  |                               | $ | 0.24  |  | $    | 0.40  |  | $ | 0.48 



7. Segment
Information:



The Company operates in two segments within the
packaging industry: Decorating Solutions and Packaging Services. The Decorating Solutions Segments primary operations involve the printing of labels while the Packaging Services Segment provides promotional packaging, assembling and
fulfillment services. Both segments sell to major consumer product companies.



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##### Table of Contents

Financial information by operating segment is as follows:



|                               |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|------------------------------ |  | ------------------------------- | ------ | - | ----------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                               |  | Three Months EndedSeptember 30, |        |   | Six Months EndedSeptember 30, |  
|                               |  | 2004                            |        |   | 2003                          |   |        | 2004 |  |   | 2003   |  
|Sales:                         |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|Decorating Solutions           |  | $                               | 25,094 |   |                               | $ | 25,746 |      |  | $ | 49,588 |   |  | $ | 51,644 |  
|Packaging Services             |  |                                 | 6,642  |   |                               |   | 5,823  |      |  |   | 10,897 |   |  |   | 9,032  |  
|                               |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|                               |  | $                               | 31,736 |   |                               | $ | 31,569 |      |  | $ | 60,485 |   |  | $ | 60,676 |  
|                               |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|Income before income taxes:    |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|Decorating Solutions           |  | $                               | 2,276  |   |                               | $ | 2,687  |      |  | $ | 4,600  |   |  | $ | 5,859  |  
|Packaging Services             |  |                                 | 1,128  |   |                               |   | 808    |      |  |   | 1,530  |   |  |   | 942    |  
|Corporate expenses             |  |                                 | (713   | ) |                               |   | (651   | )    |  |   | (1,641 | ) |  |   | (1,305 | )
|                               |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|                               |  | $                               | 2,691  |   |                               | $ | 2,844  |      |  | $ | 4,489  |   |  | $ | 5,496  |  
|                               |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|Capital expenditures:          |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|Decorating Solutions           |  | $                               | 533    |   |                               | $ | 485    |      |  | $ | 2,443  |   |  | $ | 936    |  
|Packaging Services             |  |                                 | 232    |   |                               |   | 268    |      |  |   | 682    |   |  |   | 403    |  
|Corporate                      |  |                                 | 285    |   |                               |   | 41     |      |  |   | 477    |   |  |   | 78     |  
|                               |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|                               |  | $                               | 1,050  |   |                               | $ | 794    |      |  | $ | 3,602  |   |  | $ | 1,417  |  
|                               |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|Depreciation and amortization: |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|Decorating Solutions           |  | $                               | 997    |   |                               | $ | 969    |      |  | $ | 1,983  |   |  | $ | 1,908  |  
|Packaging Services             |  |                                 | 109    |   |                               |   | 99     |      |  |   | 207    |   |  |   | 179    |  
|Corporate                      |  |                                 | 16     |   |                               |   | 18     |      |  |   | 32     |   |  |   | 35     |  
|                               |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|                               |  | $                               | 1,122  |   |                               | $ | 1,086  |      |  | $ | 2,222  |   |  | $ | 2,122  |  
|                               |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|Total assets:                  |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|Decorating Solutions           |  |                                 |        |   |                               |   |        |      |  | $ | 57,252 |   |  | $ | 55,481 |  
|Packaging Services             |  |                                 |        |   |                               |   |        |      |  |   | 11,596 |   |  |   | 10,964 |  
|Corporate                      |  |                                 |        |   |                               |   |        |      |  |   | 5,944  |   |  |   | 2,763  |  
|                               |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  
|                               |  |                                 |        |   |                               |   |        |      |  | $ | 74,792 |   |  | $ | 69,208 |  
|                               |  |                                 |        |   |                               |   |        |      |  |   |        |   |  |   |        |  



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (Amounts in Thousands)



Executive Overview



We provide a wide range of products and services for the packaging needs of our customers through two segments. Our Decorating Solutions Segment provides
a complete line of label solutions for consumer product and food and beverage companies. Our Packaging Services Segment provides promotional packaging design, sourcing and custom assembly services to consumer product companies and national
retailers. Our vision is to be a premier global resource of decorating solutions and packaging services. Currently, our customers are located throughout North and South America. We monitor and analyze trends in the packaging industry in order to
ensure that we are providing appropriate products and services to our customers. Factors that influence our business are: consumer spending; new product introductions; new packaging technologies and demographics.



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Consolidated net sales increased slightly as compared to the same quarter in the prior year. Our
Packaging Services Segment continues to experience significant sales growth but this growth was offset by a decline in sales within our Decorating Solutions Segment. Reduced demand from a major beverage customer and some personal care customers was
partially offset by a partial recovery of orders from a significant customer that had been postponed in the first quarter of fiscal 2005.



The label markets we serve through our Decorating Solutions Segment continue to experience a competitive environment and price pressures. We have
initiated many cost reduction programs to meet the demands of the market while minimizing the impact on our margins. We continually search for ways to reduce our costs through improved production and labor efficiencies, reduced substrate waste, new
substrate options and lower substrate pricing. We completed several Six Sigma projects in fiscal 2004 to focus on these efforts and are continuing these types of projects in fiscal 2005. During the quarter, we began receiving raw material price
increase notifications from key suppliers in our Decorating Solutions Segment. We will attempt to recover these increases through price increases on affected products.



Over the past four years, we have made progress in expanding our customer base and portfolio of products, services and
manufacturing locations in order to address issues related to the concentration of business. We continue to examine business strategies to diversify our business.



During the last month of the quarter, we completed the installation of a new press at our Scottsburg facility. This press is
now fully operational. We are also continuing the implementation process of a new integrated business enterprise system to replace our current information systems and to support our information needs. Our first plant went live on the new
enterprise system at the start of our third quarter. We also hired several new associates in critical management roles for our company  Ed Allen, President Packaging Services Segment, Frank Graziano, Vice President-Operations, Decorating
Solutions Segment, Dominic Picciuto, Division Controller, Decorating Solutions Segment and Bob Fien, Plant Manager of our Scottsburg, Indiana facility. We continue to strengthen the human resource side of our business and our leadership team.



Results of Operations



Three Months Ended September 30, 2004 Compared to the Three Months Ended September 30, 2003



Net Sales



|                             |  |                                 |        |          |   |        |   |   |      |   |  |    |  
|---------------------------- |  | ------------------------------- | ------ | -------- | - | ------ | - | - | ---- | - |  | -- | -
|                             |  | Three Months EndedSeptember 30, |        | $ Change |   |        | % |  
|                             |  | 2004                            |        | 2003     |   |       
|Consolidated Net Sales       |  | $                               | 31,735 |          | $ | 31,569 |   | $ | 166  |   |  | 1  | %
|Decorating Solutions Segment |  | $                               | 25,094 |          | $ | 25,747 |   | $ | (653 | ) |  | -3 | %
|Packaging Services Segment   |  | $                               | 6,642  |          | $ | 5,822  |   | $ | 820  |   |  | 14 | %



Consolidated net sales
increased slightly for the three months ended September 30, 2004 as compared to the same period of the prior year. The Packaging Services Segment continues to experience strong sales growth with existing customers. The Decorating Solutions
Segments sales decreased from the same quarter of last year primarily due to decrease in demand from a major beverage customer along with decreased demand from several personal care customers. These decreases in demand were partially offset by
a partial recovery of orders from a significant customer that had been delayed from the first quarter of fiscal 2005.



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The sales from our Decorating Solutions Segment have not met our expectations for the past two quarters
of our fiscal year. As a result, we have made significant changes in this Segments sales organization. We believe that these changes, along with anticipated stronger demand, will contribute to improved sales performance for the Segment in the
remainder of our fiscal year.



Gross Profit



|                             |  |                                 |       |   |          |   |       |          |  |   |      |   |  |    |  
|---------------------------- |  | ------------------------------- | ----- | - | -------- | - | ----- | -------- |  | - | ---- | - |  | -- | -
|                             |  | Three Months EndedSeptember 30, |       |   | $ Change |   |       | % Change | 
|                             |  | 2004                            |       |   | 2003     |   |       |         
|Consolidated Gross Profit    |  | $                               | 5,626 |   |          | $ | 5,662 |          |  | $ | (36  | ) |  | -1 | %
|% of Sales                   |  |                                 | 18    | % |          |   | 18    | %        |  |   |      |   |  |    |  
|Decorating Solutions Segment |  | $                               | 4,227 |   |          | $ | 4,603 |          |  | $ | (376 | ) |  | -8 | %
|% of Sales                   |  |                                 | 17    | % |          |   | 18    | %        |  |   |      |   |  |    |  
|Packaging Services Segment   |  | $                               | 1,399 |   |          | $ | 1,059 |          |  | $ | 340  |   |  | 32 | %
|% of Sales                   |  |                                 | 21    | % |          |   | 18    | %        |  |   |      |   |  |    |  



Consolidated gross
profit remained relatively flat as compared to the same period in the prior year. Consolidated gross profit as a percentage of sales has also remained constant. The decrease in the Decorating Solutions Segments gross profit as a percentage of
sales is a result of some continued operating inefficiencies at our Scottsburg, Indiana facility that developed after the consolidation of the Las Vegas shrink sleeve business. The integration of this business took longer than previously expected
and extended into the second quarter. The decline in the gross profit is also related to volume and business mix issues. During the quarter, we began receiving raw material price increase notifications from key suppliers but these price increases
did not significantly impact the results for the quarter. We will attempt to recover these increases through price increases on affected products. The increase in the Packaging Services Segments gross profit is a result of increased volume and
strong operating performance.



Selling, General

and Administrative



|                 |  |                                  |       |   |          |   |          |   |  |   |    |  |   |  
|---------------- |  | -------------------------------- | ----- | - | -------- | - | -------- | - |  | - | -- |  | - | -
|                 |  | Three Months Ended September 30, |       |   | $ Change |   | % Change |  
|                 |  | 2004                             |       |   | 2003     |   |          |  
|Consolidated SGA |  | $                                | 2,758 |   |          | $ | 2,667    |   |  | $ | 91 |  | 3 | %
|% of Sales       |  |                                  | 9     | % |          |   | 8        | % |  |   |    |  |   |  



Selling, general and
administrative expenses increased due to recruiting and relocation expenses incurred related to management changes made during the quarter.



Interest Expense



|                 |  |                                 |     |          |   |     |          |   |      |   |  |     |  
|---------------- |  | ------------------------------- | --- | -------- | - | --- | -------- | - | ---- | - |  | --- | -
|                 |  | Three Months EndedSeptember 30, |     | $ Change |   |     | % Change |  
|                 |  | 2004                            |     | 2003     |   |    
|Interest Expense |  | $                               | 223 |          | $ | 328 |          | $ | (105 | ) |  | -32 | %



Interest expense
continues to decrease as a result of the pay down of debt. A portion of the decrease in interest expense relates to the interest savings realized in conjunction with the November 2003 purchase of the Scottsburg, Indiana facility property. We
previously leased this facility and had recorded the lease as a capital lease. A term loan for $3,600 was obtained in order to finance the purchase.



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Income Tax



|                   |  |                                 |       |          |   |       |          |   |      |   |  |     |  
|------------------ |  | ------------------------------- | ----- | -------- | - | ----- | -------- | - | ---- | - |  | --- | -
|                   |  | Three Months EndedSeptember 30, |       | $ Change |   |       | % Change |  
|                   |  | 2004                            |       | 2003     |   |      
|Income Tax Expense |  | $                               | 1,010 |          | $ | 1,180 |          | $ | (170 | ) |  | -14 | %



Income tax expense
decreased as compared to the same period in the prior year due to the decrease in the effective tax rate. The effective tax rate for the three months ended September 30, 2004 was 37.5% as compared to 41.5% for the same period in the prior year. The
effective tax rate decreased as a result of a lower estimated effective state tax rate.



Six Months Ended September 30, 2004 Compared to the Six Months Ended September 30, 2003



Net Sales



|                             |  |                               |        |      |   |          |  |   |          |   |  |    |  
|---------------------------- |  | ----------------------------- | ------ | ---- | - | -------- |  | - | -------- | - |  | -- | -
|                             |  | Six Months EndedSeptember 30, |        |      |   |          |  |  
|                             |  | 2004                          |        | 2003 |   | $ Change |  |   | % Change |  
|Consolidated Net Sales       |  | $                             | 60,485 |      | $ | 60,676   |  | $ | (191     | ) |  | 0  | %
|Decorating Solutions Segment |  | $                             | 49,588 |      | $ | 51,644   |  | $ | (2,056   | ) |  | -4 | %
|Packaging Services Segment   |  | $                             | 10,897 |      | $ | 9,032    |  | $ | 1,865    |   |  | 21 | %



Consolidated net sales
decreased slightly for the six months ended September 30, 2004 as compared to the same period in the prior year as a result of decreases in the Decorating Solutions Segments sales. The Packaging Services Segment continues to experience
significant sales growth with existing customers while the Decorating Solutions Segment has encountered reduced demand from several customers during the period coupled with a postponement of orders from a significant customer. The Decorating
Solutions Segment did see a partial recovery of these orders from the significant customer in the second quarter and expects to see the recovery continue into the third quarter.



Gross Profit



|                             |  |                               |        |   |      |   |        |          |  |   |          |   |  |     |  
|---------------------------- |  | ----------------------------- | ------ | - | ---- | - | ------ | -------- |  | - | -------- | - |  | --- | -
|                             |  | Six Months EndedSeptember 30, |        |   |      |   |        |          | 
|                             |  | 2004                          |        |   | 2003 |   |        | $ Change |  |   | % Change |  
|Consolidated Gross Profit    |  | $                             | 10,353 |   |      | $ | 11,354 |          |  | $ | (1,001   | ) |  | -9  | %
|% of Sales                   |  |                               | 17     | % |      |   | 19     | %        |  |   |          |   |  |     |  
|Decorating Solutions Segment |  | $                             | 8,504  |   |      | $ | 9,930  |          |  | $ | (1,426   | ) |  | -14 | %
|% of Sales                   |  |                               | 17     | % |      |   | 19     | %        |  |   |          |   |  |     |  
|Packaging Services Segment   |  | $                             | 1,849  |   |      | $ | 1,424  |          |  | $ | 425      |   |  | 30  | %
|% of Sales                   |  |                               | 17     | % |      |   | 16     | %        |  |   |          |   |  |     |  



Consolidated gross
profit decreased as compared to the same period in the prior year as a result of the decrease in sales in the Decorating Solutions Segment and as a result of the operating inefficiencies at our Scottsburg, Indiana facility that developed after the
consolidation of the Las Vegas shrink sleeve business. The integration of this business took longer than previously expected and extended into the second quarter of the current fiscal year. The decline in the gross profit is also related to volume
and business mix issues. The Packaging Services Segments gross profit percentage of sales for the six months ended September 30, 2004 increased due to increase volume and increased productivity.



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Selling, General

and Administrative



|                 |  |                               |       |   |          |   |          |   |  |   |     |  |   |  
|---------------- |  | ----------------------------- | ----- | - | -------- | - | -------- | - |  | - | --- |  | - | -
|                 |  | Six Months EndedSeptember 30, |       |   | $ Change |   | % Change |  
|                 |  | 2004                          |       |   | 2003     |   |          |  
|Consolidated SGA |  | $                             | 5,508 |   |          | $ | 5,181    |   |  | $ | 327 |  | 6 | %
|% of Sales       |  |                               | 9     | % |          |   | 8        | % |  |   |     |  |   |  



Selling, general and
administrative expenses increased due to recruiting and relocation expenses incurred related to management changes made during the period as well as expenses of approximately $200 during the period related to our compliance with the internal control
requirements of Sarbanes-Oxley.



Interest Expense



|                 |  |                               |     |          |   |     |          |   |      |   |  |     |  
|---------------- |  | ----------------------------- | --- | -------- | - | --- | -------- | - | ---- | - |  | --- | -
|                 |  | Six Months EndedSeptember 30, |     | $ Change |   |     | % Change |  
|                 |  | 2004                          |     | 2003     |   |    
|Interest Expense |  | $                             | 416 |          | $ | 697 |          | $ | (281 | ) |  | -40 | %



Interest expense
decreased as compared to the same period in the prior year due to the continued paydown of debt. A portion of the decrease in interest expense relates to the interest savings realized in conjunction with the November 2003 purchase of the Scottsburg,
Indiana facility property. We previously leased this facility and had recorded the lease as a capital lease. A term loan for $3,600 was obtained in order to finance the purchase.



Income Tax



|                   |  |                               |       |          |   |       |         |   |      |   |  |     |  
|------------------ |  | ----------------------------- | ----- | -------- | - | ----- | ------- | - | ---- | - |  | --- | -
|                   |  | Six Months EndedSeptember 30, |       | $ Change |   |       | %Change |  
|                   |  | 2004                          |       | 2003     |   |      
|Income Tax Expense |  | $                             | 1,694 |          | $ | 2,204 |         | $ | (510 | ) |  | -23 | %



Income tax expense
decreased as compared to the same period in the prior year due to the related decrease in net income and a decrease in the effective tax rate. The effective tax rate for the six months ended September 30, 2004 was 37.7% as compared to 40.1% for the
six months ended September 30, 2003. The effective tax rate decreased as a result of a lower estimated effective state tax rate.



Liquidity and Capital Resources



Through the six months ended September 30, 2004 net cash provided by operating activities was $3,921 as compared to $1,980 in the same period of the prior
year. Accounts receivable and collection efforts remained steady during the current period while in the same period in the prior year accounts receivable increased significantly due to the sales growth experienced during that period and thus reduced
the amount of cash generated.



Net cash used in investing
activities was $3,591 for the period as compared to $1,710 in the same period in the prior year. Increased capital expenditures were made during the current period relating to the new press installed in our Scottsburg, Indiana facility and relating
to the installation of a new enterprise-wide information system.



Net cash of $1,444 was provided from financing activities for the period as compared to cash used of $2,133 for the same period in the prior year. We continue to pay down our long term debt and during the current period we received
additional funding from the credit agreement that we entered into on June 30, 2004. We used this new funding to pay down other short and long term debt.



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We intend to make total capital expenditures of approximately $5,000 during fiscal 2005, consisting
primarily of purchases related to a new printing press for our Scottsburg, Indiana facility and the installation of a new enterprise-wide information system that started in fiscal 2004 as well as other plant equipment. We believe that cash flows
from operations and availability under the revolving line of credit are sufficient to meet our capital requirements and debt service requirements for the next twelve months.



While there are no present commitments to acquire any businesses, we are reviewing potential acquisitions of businesses.
Such acquisitions may require us to issue additional equity or incur additional debt.



We have available under our Revolving Credit Agreement $10,000 at September 30, 2004 to provide for additional cash needs. We entered into this current credit agreement with PNC Bank, Key Bank, LaSalle Bank and Harris
Trust and Savings Bank on June 30, 2004. The credit agreement provides for a revolving line of credit up to a maximum of $10,000 and an acquisition facility of $20,000. Under the terms of the credit agreement, we are subject to several financial
covenants. The financial covenants require us to maintain certain leverage and fixed charge ratios as well as maintain a minimum tangible net worth. We are prohibited from declaring dividends on the common stock of Multi-Color under the agreement.
The credit agreement expires in June 2007. As part of our new credit agreement, we received funds from the above bank group which were used to pay down other debt during the second quarter.



We believe that we have both sufficient short and long term liquidity
financing. We had a working capital position of $12,631 and $8,327 at September 30, 2004 and 2003, respectively. At September 30, 2004, we were in compliance with our loan covenants and current in our principal and interest payments on all debt.



The following table summarizes the Companys contractual
obligations as of September 30, 2004:



Contractual Obligations
($ in thousands)



Aggregated Information about Contractual
Obligations and Other Commitments:



|                              |  |       |        |        |   |        |  |        |       |        |   |        |  |                 |       |  |   |       |  |   |      
|----------------------------- |  | ----- | ------ | ------ | - | ------ |  | ------ | ----- | ------ | - | ------ |  | --------------- | ----- |  | - | ----- |  | - | -----
|September 30, 2004            |  | Total |        | Year 1 |   | Year 2 |  | Year 3 |       | Year 4 |   | Year 5 |  | Morethan 5Years
|Long-Term Debt                |  | $     | 22,152 |        | $ | 4,079  |  | $      | 3,979 |        | $ | 3,979  |  | $               | 4,620 |  | $ | 1,140 |  | $ | 4,355
|Rent Capital Lease            |  |       | 8      |        |   | 4      |  |        | 4     |        |   |        |  |                 |       |  |   |       |  |   |      
|Rent Operating Leases         |  |       | 8,671  |        |   | 858    |  |        | 1,401 |        |   | 950    |  |                 | 799   |  |   | 834   |  |   | 3,829
|                              |  |       |        |        |   |        |  |        |       |        |   |        |  |                 |       |  |   |       |  |   |      
|Total Contractual Obligations |  | $     | 30,831 |        | $ | 4,941  |  | $      | 5,384 |        | $ | 4,929  |  | $               | 5,419 |  | $ | 1,974 |  | $ | 8,184
|                              |  |       |        |        |   |        |  |        |       |        |   |        |  |                 |       |  |   |       |  |   |      



Item 3. Quantitative and Qualitative Disclosures About Market Risk



The Company has no material changes to the disclosure made on this matter in the Companys Form 10-K for the year ended March 31, 2004.



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##### Table of Contents

Item 4. Controls and Procedures



The Companys chief executive officer and chief financial officer evaluated the Companys disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934. Their evaluation concluded that the disclosure controls and procedures are effective in connection with the filing of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2004



There have been no significant changes in the Companys internal
controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.



Forward Looking Statements



The Company believes certain statements contained in this report that are
not historical facts constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbors created by that Act. Reliance should not be placed on
forward-looking statements because they involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those expressed or implied. Any forward-looking statement
speaks only as of the date made. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which they are made.



Statements concerning expected financial performance, on-going business strategies, and possible future action which the
Company intends to pursue in order to achieve strategic objectives constitute forward-looking information. Implementation of these strategies and the achievement of such financial performance are each subject to numerous conditions, uncertainties
and risk factors. Factors which could cause actual performance by the Company to differ materially from these forward-looking statements include, without limitation, factors discussed in conjunction with a forward-looking statement; changes in
general economic conditions; the success of its significant customers; acceptance of new product offerings; changes in business strategy or plans; quality of management; availability, terms and development of capital; the ability to successfully
integrate new acquisitions; cost and availability of raw materials; increase in energy costs; business abilities and judgment of personnel; availability of labor; changes in, or the failure to comply with, government regulations; competition; the
ability to achieve cost reductions; increases in general interest rate levels affecting the Companys interest costs; and terrorism and political unrest. The Company undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.



Part II - Other Information



Item 1. Legal Proceedings  None



Item 2 Changes in Securities  None



Item 3 Defaults upon Senior Securities  None



Item 4. Submission of Matters to a Vote of Security Holders



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The annual meeting of shareholders was held on August 19, 2004. At the meeting, the shareholders voted on the following
items:



1. Election of the following directors:



|                    |  |           |  |               
|------------------- |  | --------- |  | --------------
|                    |  | Votes for |  | Votes withheld
|Robert R. Buck      |  | 5,173,952 |  | 75,092        
|Charles B. Connolly |  | 5,149,917 |  | 99,127        
|Francis D. Gerace   |  | 5,175,200 |  | 73,844        
|Lorrence T. Kellar  |  | 5,041,267 |  | 207,777       
|Roger A. Keller     |  | 5,149,239 |  | 99,805        
|David H. Pease, Jr. |  | 5,170,947 |  | 78,097        



2. Ratification of the appointment of
Grant Thornton LLP as the Companys independent public accountants for fiscal 2005 (5,232,961 votes for, 8,308 votes against, 7,775 votes withheld).



Item 5. Other Information  None.



Item 6. Exhibits and Reports on Form 8-K



(a) Exhibits:



31.1 Certification pursuant to Section
302 of the Sarbanes-Oxley Act of 2002



31.2 Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



32.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



(b) Reports on Form 8-K:



| | 1. | A report pursuant to Item 12 of Form 8-K was filed on July 22, 2004 to announce the Companys results of operations for the first quarter ending June 30, 2004.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | A report pursuant to Item 5 of Form 8-K was filed on August 16, 2004 to announce the hiring of Ed Allen, President-Packaging Services Division.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------



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Signature



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.



|                        |  |                         |  |                        
|----------------------- |  | ----------------------- |  | -----------------------
|                        |  | Multi-Color Corporation
|                        |  | (Registrant)           
|                        |  |                        
|Date: November 15, 2004 |  | By:                     |  | /s/ Dawn H. Bertsche   
|                        |  |                         |  | Dawn H. Bertsche       
|                        |  |                         |  | Vice President Finance,
|                        |  |                         |  | Chief Financial Officer



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