##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 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 May 3, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period from  to
 1-5911  (Commission File Number)
 SPARTECH CORPORATION
 (Exact name of Registrant as specified in its charter)
  
 Delaware
    
    43-0761773(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)
 120 S. Central Avenue, Suite 1700
Clayton, Missouri 63105  (Address of principal executive offices) (Zip Code)
 (314) 721-4242  (Registrants telephone number, including area code)
 þ o
  Large accelerated filer
þ
    
    Accelerated filer
o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



SPARTECH CORPORATION
FORM 10-Q FOR THE QUARTER ENDED MAY 3, 2008
  
 TABLE OF CONTENTS
 PART I
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements:Consolidated Condensed Balance Sheets 
As of: May 3, 2008 and November 3, 2007
    
    
    1Consolidated Condensed Statements of Operations  For the
three and six months ended May 3, 2008 and May 5, 2007
    
    
    2Consolidated Condensed Statements of Cash Flows  For the six
months ended May 3, 2008 and May 5, 2007
    
    
    3Notes To Consolidated Condensed Financial Statements
    
    
    4Item 2.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    9Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    16Item 4.
    
    Controls and Procedures
    
    
    16PART II
    
    OTHER INFORMATIONItem 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    17Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    17Item 6.
    
    Exhibits
    
    
    17Signatures
    
    
    18Bylaws of RegistrantSection 302 Certification of CEOSection 302 Certification of CFOSection 1350 Certification of CEOSection 1350 Certification of CFO




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 SPARTECH CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED CONDENSED BALANCE SHEETS
 May 3, 2008
    
    
    November 3,(Unaudited)
    
    
    2007AssetsCurrent assetsCash and cash equivalents
    
    $
    3,871
    
    
    $
    3,409Trade receivables, net of allowances of $2,479 and $1,572, respectively
    
    
    201,743
    
    
    
    212,221Inventories
    
    
    118,425
    
    
    
    116,076Prepaid expenses and other current assets
    
    
    22,059
    
    
    
    20,570Total current assets
    
    
    346,098
    
    
    
    352,276Property, plant and equipment, net of accumulated depreciation of
$296,534 and $280,802, respectively
    
    
    310,364
    
    
    
    324,025Goodwill
    
    
    383,984
    
    
    
    383,988Other intangible assets, net of accumulated amortization of
$14,571 and $13,956, respectively
    
    
    42,777
    
    
    
    45,151Other assets
    
    
    5,209
    
    
    
    5,431Total assets
    
    $
    1,088,432
    
    
    $
    1,110,871Liabilities and Shareholders EquityCurrent liabilitiesCurrent maturities of long-term debt
    
    $
    530
    
    
    $
    448Accounts payable
    
    
    155,771
    
    
    
    167,713Accrued liabilities
    
    
    41,085
    
    
    
    49,319Total current liabilities
    
    
    197,386
    
    
    
    217,480Long-term debt, less current maturities
    
    
    344,512
    
    
    
    333,835Other long-term liabilitiesDeferred taxes
    
    
    112,400
    
    
    
    111,997Other long-term liabilities
    
    
    7,879
    
    
    
    8,279Total long-term liabilities
    
    
    464,791
    
    
    
    454,111Shareholders equityPreferred stock (authorized: 4,000,000, par value $1.00)
Issued: None
    
    
    
    
    
    
    Common stock (authorized: 55,000,000, par value $0.75)
Issued: 33,131,846;
Outstanding: 30,558,760 and 30,564,946, respectively
    
    
    24,849
    
    
    
    24,849Contributed capital
    
    
    201,311
    
    
    
    200,485Retained earnings
    
    
    249,618
    
    
    
    257,111Treasury stock, at cost, 2,573,086 shares and 2,566,900, respectively
    
    
    (56,389
    )
    
    
    (52,531
    )Accumulated other comprehensive income
    
    
    6,866
    
    
    
    9,366Total shareholders equity
    
    
    426,255
    
    
    
    439,280Total liabilities and shareholders equity
    
    $
    1,088,432
    
    
    $
    1,110,871
 See accompanying notes to consolidated condensed financial statements.
 1




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SPARTECH CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
 Three Months Ended
    
    
    Six Months EndedMay 3,
    
    
    May 5,
    
    
    May 3,
    
    
    May 5,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales
    
    $
    367,347
    
    
    $
    377,368
    
    
    $
    702,453
    
    
    $
    724,622Cost and expensesCost of sales
    
    
    331,140
    
    
    
    326,680
    
    
    
    643,137
    
    
    
    634,770Selling, general and administrative expenses
    
    
    22,371
    
    
    
    19,849
    
    
    
    45,510
    
    
    
    40,209Amortization of intangibles
    
    
    1,308
    
    
    
    1,134
    
    
    
    2,641
    
    
    
    2,272Restructuring and exit costs
    
    
    617
    
    
    
    152
    
    
    
    841
    
    
    
    390355,436
    
    
    
    347,815
    
    
    
    692,129
    
    
    
    677,641Operating earnings
    
    
    11,911
    
    
    
    29,553
    
    
    
    10,324
    
    
    
    46,981Interest, net of interest income of $92,
$109, $213 and $229, respectively
    
    
    5,078
    
    
    
    4,291
    
    
    
    10,224
    
    
    
    9,054Earnings before income taxes
    
    
    6,833
    
    
    
    25,262
    
    
    
    100
    
    
    
    37,927Income tax expense (benefit)
    
    
    2,468
    
    
    
    9,552
    
    
    
    (775
    )
    
    
    14,152Net earnings
    
    $
    4,365
    
    
    $
    15,710
    
    
    $
    875
    
    
    $
    23,775Net earnings per common shareBasic
    
    $
    .14
    
    
    $
    .49
    
    
    $
    .03
    
    
    $
    .74Diluted
    
    $
    .14
    
    
    $
    .49
    
    
    $
    .03
    
    
    $
    .73Dividends declared per common share
    
    $
    .135
    
    
    $
    .135
    
    
    $
    .270
    
    
    $
    .270
 See accompanying notes to consolidated condensed financial statements.
 2




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SPARTECH CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
 Six Months EndedMay 3,
    
    
    May 5,2008
    
    
    2007Cash flows from operating activitiesNet earnings
    
    $
    875
    
    
    $
    23,775Adjustments to reconcile net earnings to net cash
provided by (used for) operating activities:Depreciation and amortization expense
    
    
    23,628
    
    
    
    20,943Stock-based compensation expense
    
    
    2,280
    
    
    
    1,956Other, net
    
    
    1,065
    
    
    
    2,895Change in current assets and liabilities
    
    
    (11,140
    )
    
    
    (6,336
    )Net cash provided by operating activities
    
    
    16,708
    
    
    
    43,233Cash flows from investing activitiesCapital expenditures
    
    
    (8,916
    )
    
    
    (18,454
    )Business acquisitions
    
    
    (774
    )
    
    
    Dispositions of assets
    
    
    
    
    
    
    77Net cash used for investing activities
    
    
    (9,690
    )
    
    
    (18,377
    )Cash flows from financing activitiesBank credit facility borrowings / (payments), net
    
    
    8,249
    
    
    
    (10,373
    )Borrowings / (payments) on bonds and leases, net
    
    
    82
    
    
    
    (430
    )Cash dividends on common stock
    
    
    (8,271
    )
    
    
    (8,331
    )Issuance of common stock
    
    
    2,812
    
    
    
    Stock options exercised
    
    
    16
    
    
    
    6,692Treasury stock acquired
    
    
    (9,667
    )
    
    
    (10,413
    )Excess tax benefits from stock-based compensation
    
    
    
    
    
    
    752Net cash used for financing activities
    
    
    (6,779
    )
    
    
    (22,103
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    223
    
    
    
    126Increase in cash and cash equivalents
    
    
    462
    
    
    
    2,879Cash and cash equivalents at beginning of year
    
    
    3,409
    
    
    
    5,372Cash and cash equivalents at end of quarter
    
    $
    3,871
    
    
    $
    8,251
 See accompanying notes to consolidated condensed financial statements.
 3




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SPARTECH CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
 1) Basis of Presentation
   2) Inventories
  2008
    
    
    2007Raw materials
    
    $
    65,334
    
    
    $
    60,218Production supplies
    
    
    9,371
    
    
    
    9,204Finished goods
    
    
    43,720
    
    
    
    46,654$
    118,425
    
    
    $
    116,076
 3) Restructuring
  Three Months Ended
    
    
    Six Months EndedMay 3,
    
    
    May 5,
    
    
    May 3,
    
    
    May 5,2008
    
    
    2007
    
    
    2008
    
    
    2007Restructuring and exit costs:Custom Sheet and Rollstock
    
    $
    214
    
    
    $
    157
    
    
    $
    438
    
    
    $
    330Packaging Technologies
    
    
    123
    
    
    
    
    
    
    
    123
    
    
    
    Color and Specialty Compounds
    
    
    277
    
    
    
    (5
    )
    
    
    277
    
    
    
    60Engineered Products
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate
    
    
    3
    
    
    
    
    
    
    
    3
    
    
    
    Total Restructuring and exit costs
    
    
    617
    
    
    
    152
    
    
    
    841
    
    
    
    390Impact on earnings before income taxes
    
    
    617
    
    
    
    152
    
    
    
    841
    
    
    
    390Impact on income tax expense/benefit
    
    
    (174
    )
    
    
    (57
    )
    
    
    (242
    )
    
    
    (147
    )Impact on net earnings
    
    $
    443
    
    
    $
    95
    
    
    $
    599
    
    
    $
    243
 4




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SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
 2008 Restructuring Plan
  2008Accelerated depreciation
    
    $
    65Facility restructuring and exit costs
    
    
    408Total
    
    $
    473
  2006 Restructuring Plan
  Six MonthsCumulative
    
    
    Ended
    
    
    CumulativeThrough 2007
    
    
    May 3, 2008
    
    
    to DateAccelerated depreciation
    
    $
    627
    
    
    $
    
    
    
    $
    627Facility restructuring and exit costs
    
    
    636
    
    
    
    368
    
    
    
    1,004Total
    
    $
    1,263
    
    
    $
    368
    
    
    $
    1,631
   4) Long-Term Debt
  5




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SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
 5) Commitments and Contingencies
   6) Income Taxes
      6




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SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
 7) Earnings Per Share
  Three Months Ended
    
    
    Six Months EndedMay 3,
    
    
    May 5,
    
    
    May 3,
    
    
    May 5,2008
    
    
    2007
    
    
    2008
    
    
    2007Net earnings:Basic and diluted net earnings
    
    $
    4,365
    
    
    $
    15,710
    
    
    $
    875
    
    
    $
    23,775Weighted average shares outstanding:Basic weighted average common shares outstanding
    
    
    30,306
    
    
    
    32,010
    
    
    
    30,222
    
    
    
    32,044Add: Dilutive shares from equity instruments
    
    
    1
    
    
    
    324
    
    
    
    11
    
    
    
    321Diluted weighted average shares outstanding
    
    
    30,307
    
    
    
    32,334
    
    
    
    30,233
    
    
    
    32,365Net earnings per share:Basic
    
    $
    .14
    
    
    $
    .49
    
    
    $
    .03
    
    
    $
    .74Diluted
    
    $
    .14
    
    
    $
    .49
    
    
    $
    .03
    
    
    $
    .73
 8) Segment Information
   Three Months Ended
    
    
    Six Months EndedMay 3,
    
    
    May 5,
    
    
    May 3,
    
    
    May 5,2008
    
    
    2007
    
    
    2008
    
    
    2007Net salesCustom Sheet and Rollstock
    
    $
    166,629
    
    
    $
    177,457
    
    
    $
    313,979
    
    
    $
    339,413Packaging Technologies (1)
    
    
    69,777
    
    
    
    61,507
    
    
    
    135,522
    
    
    
    122,818Color and Specialty Compounds
    
    
    107,905
    
    
    
    111,640
    
    
    
    212,721
    
    
    
    217,178Engineered Products
    
    
    23,036
    
    
    
    26,764
    
    
    
    40,231
    
    
    
    45,213Net sales (2)
    
    $
    367,347
    
    
    $
    377,368
    
    
    $
    702,453
    
    
    $
    724,622Operating earningsCustom Sheet and Rollstock
    
    $
    7,737
    
    
    $
    14,505
    
    
    $
    5,933
    
    
    $
    25,306Packaging Technologies (1)
    
    
    4,857
    
    
    
    7,899
    
    
    
    9,644
    
    
    
    14,489Color and Specialty Compounds
    
    
    4,766
    
    
    
    9,688
    
    
    
    6,935
    
    
    
    13,774Engineered Products
    
    
    3,477
    
    
    
    4,395
    
    
    
    5,106
    
    
    
    6,54720,837
    
    
    
    36,487
    
    
    
    27,618
    
    
    
    60,116(Loss) Gain on foreign exchange
    
    
    (103
    )
    
    
    (566
    )
    
    
    27
    
    
    
    (205
    )Corporate expenses
    
    
    (8,823
    )
    
    
    (6,368
    )
    
    
    (17,321
    )
    
    
    (12,930
    )Operating earnings
    
    $
    11,911
    
    
    $
    29,553
    
    
    $
    10,324
    
    
    $
    46,981
 7




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SPARTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited and dollars in thousands, except per share amounts)
 
 (1)
    
    The 2008 periods include the impact of the acquisition of Creative Forming, Inc. which was
acquired on September 14, 2007.(2)
    
    Excludes inter-segment sales of $15,602, $15,534, $29,913 and $28,442, respectively,
primarily from the Color and Specialty Compounds segment. 9) Comprehensive Income
  Three Months Ended
    
    
    Six Months EndedMay 3,
    
    
    May 5,
    
    
    May 3,
    
    
    May 5,2008
    
    
    2007
    
    
    2008
    
    
    2007Net earnings
    
    $
    4,365
    
    
    $
    15,710
    
    
    $
    875
    
    
    $
    23,775Foreign currency translation adjustments
    
    
    (703
    )
    
    
    2,343
    
    
    
    (2,500
    )
    
    
    118Total comprehensive income (loss)
    
    $
    3,662
    
    
    $
    18,053
    
    
    $
    (1,625
    )
    
    $
    23,893
 10) Related Parties
  8




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 Executive Summary
   Outlook
  Consolidated Results
  Three Months
    
    Six MonthsUnderlying volume
    
    
    (13
    )%
    
    
    (8
    )%Volume loss from additional week in prior year
    
    
    
    
    
    
    (4
    )Creative Forming acquisition
    
    
    3
    
    
    
    3Price/Mix
    
    
    7
    
    
    
    6(3
    )%
    
    
    (3
    )%
   9




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Three Months Ended
    
    
    Six Months EndedMay 3,
    
    
    May 5,
    
    
    May 3,
    
    
    May 5,2008
    
    
    2007
    
    
    2008
    
    
    2007Dollars and Pounds (in millions)Net sales
    
    $
    367.3
    
    
    $
    377.4
    
    
    $
    702.5
    
    
    $
    724.6Material costs
    
    
    245.5
    
    
    
    240.6
    
    
    
    474.6
    
    
    
    465.5Material margin
    
    
    121.8
    
    
    
    136.8
    
    
    
    227.9
    
    
    
    259.1Conversion costs
    
    
    86.2
    
    
    
    86.3
    
    
    
    169.4
    
    
    
    169.6Gross margin
    
    $
    35.6
    
    
    $
    50.5
    
    
    $
    58.5
    
    
    $
    89.5Pounds Sold
    
    
    336.9
    
    
    
    379.1
    
    
    
    652.4
    
    
    
    725.9Dollars per Pound SoldNet sales
    
    $
    1.091
    
    
    $
    .996
    
    
    $
    1.077
    
    
    $
    .998Material costs
    
    
    .729
    
    
    
    .635
    
    
    
    .727
    
    
    
    .641Material margin
    
    
    .362
    
    
    
    .361
    
    
    
    .350
    
    
    
    .357Conversion costs
    
    
    .256
    
    
    
    .228
    
    
    
    .260
    
    
    
    .234Gross margin
    
    $
    .106
    
    
    $
    .133
    
    
    $
    .090
    
    
    $
    .123
      10




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Segment Results
 Custom Sheet and Rollstock Segment
  Three Months
    
    Six MonthsUnderlying volume
    
    
    (14
    )%
    
    
    (9
    )%Volume loss from additional week in prior year
    
    
    
    
    
    
    (4
    )Price/Mix
    
    
    8
    
    
    
    6(6
    )%
    
    
    (7
    )%
   Packaging Technologies
  Three Months
    
    Six MonthsUnderlying volume
    
    
    (4
    )%
    
    
    (2
    )%Volume loss from additional week in prior year
    
    
    
    
    
    
    (4
    )Creative
Forming acquisition
    
    
    16
    
    
    
    15Price/Mix
    
    
    1
    
    
    
    113
    %
    
    
    10
    %
 11




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Color and Specialty Compounds Segment
  Three Months
    
    Six MonthsUnderlying volume
    
    
    (13
    )%
    
    
    (8
    )%Volume loss from additional week in prior year
    
    
    
    
    
    
    (4
    )Price/Mix
    
    
    10
    
    
    
    10(3
    )%
    
    
    (2
    )%
   Engineered Products Group
  Three Months
    
    Six MonthsUnderlying volume
    
    
    (19
    )%
    
    
    (11
    )%Volume loss from additional week in prior year
    
    
    
    
    
    
    (4
    )Price/Mix
    
    
    5
    
    
    
    4(14
    )%
    
    
    (11
    )%
 12




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Corporate
  Liquidity and Capital Resources
 Cash Flow
  2008
    
    2007Cash Flows (in millions)Net cash provided by operating activities
    
    $
    16.7
    
    
    $
    43.2Net cash used for investing activities
    
    
    (9.7
    )
    
    
    (18.3
    )Net cash used for financing activities
    
    
    (6.7
    )
    
    
    (22.1
    )Effect of exchange rate changes
    
    
    0.2
    
    
    
    0.1Increase in cash and cash equivalents
    
    $
    0.5
    
    
    $
    2.9
    13




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Financing Arrangements
    Critical Accounting Policies and Estimates
 Goodwill
 14




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Cautionary Statements Concerning Forward-Looking Statements
   (a)
    
    adverse changes in economic or industry conditions generally, including global supply
and demand conditions and prices for products of the types we produce;(b)
    
    our ability to compete effectively on product performance, quality, price,
availability, product development, and customer service;(c)
    
    material adverse changes in the markets we serve, including the packaging,
transportation, building and construction, recreation and leisure, and other markets, some
of which tend to be cyclical;(d)
    
    our inability to achieve the level of cost savings, productivity improvements, gross
margin enhancements, growth or other benefits anticipated from our planned improvement
initiatives;(e)
    
    our inability to achieve the level productivity improvements, synergies, growth or
other benefits anticipated from acquired businesses and their integration;(f)
    
    volatility of prices and availability of supply of energy and of the raw materials that
are critical to the manufacture of our products, particularly plastic resins derived from
oil and natural gas, including future effects of natural disasters;(g)
    
    our inability to manage or pass through an adequate level of increases to customers in
the costs of materials, freight, utilities, or other conversion costs;(h)
    
    our inability to predict accurately the costs to be incurred, time taken to complete
and operating disruptions therefrom, or savings to be achieved in connection with announced
production plant restructurings;(i)
    
    possible asset impairment charges;(j)
    
    adverse findings in significant legal or environmental proceedings or our inability to
comply with applicable environmental laws and regulations;(k)
    
    adverse developments with work stoppages or labor disruptions, particularly in the
automotive industry;(l)
    
    our inability to achieve operational efficiency goals or cost reduction initiatives;(m)
    
    our inability to develop and launch new products successfully;(n)
    
    restrictions imposed on us by instruments governing our indebtedness, the possible
inability to comply with requirements of those instruments, and inability to access capital
markets;(o)
    
    possible weaknesses in internal controls; and(p)
    
    our ability to successfully complete the implementation of a new enterprise resource
planning computer system and to obtain expected benefits from our system.
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##### Table of Contents



Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 Item 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Controls
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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 (c) Issuer Purchases of Equity Securities
  
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   Nominee
    
    Votes For
    
    Authority WithheldRalph B. Andy
    
    
    26,834,074
    
    
    
    957,991Lloyd E. Campbell
    
    
    26,846,307
    
    
    
    945,758Jackson W. Robinson
    
    
    27,045,919
    
    
    
    746,146
  Votes For
    
    Votes Against
    
    Abstentions/Non-Votes27,723,528
    
    
    52,789
    
    
    
    15,747
  Votes For
    
    Votes Against
    
    Abstentions/Non-Votes24,574,445
    
    
    153,229
    
    
    
    36,643
 
 Item 6. EXHIBITS
 (a) Exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 of Regulation S-K)
 3.1
    
    Restated Certificate of Incorporation of Registrant, as amended and
restated effective March 9, 2006, incorporated by reference to
Exhibit 3.1 to the Companys Form 10-Q for the quarterly period ended
April 29, 2006, filed with the Commission on June 8, 2006.3.2
    
    Bylaws of Registrant, as amended March 12, 2008.31.1
    
    Section 302 Certification of CEO31.2
    
    Section 302 Certification of CFO32.1
    
    Section 1350 Certification of CEO32.2
    
    Section 1350 Certification of CFO
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##### Table of Contents



SIGNATURES
  SPARTECH CORPORATION(Registrant)Date: June 10, 2008
    
    /s/ Myles S. OdaniellMyles S. OdaniellPresident and Chief Executive Officer(Principal Executive Officer)/s/ Randy C. MartinRandy C. MartinExecutive Vice President CorporateDevelopment and Chief Financial Officer(Principal Financial and Accounting Officer)
 18