1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 30, 1998 1-6528 - ------------------------------------- ---------------------------- For the quarterly period ended Commission file number WALLACE COMPUTER SERVICES, INC. ------------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 36-2515832 - ---------------------------------- ------------------------------------ (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 2275 Cabot Drive Lisle, Illinois 60532 ------------------------------------------- ------------- (Address of Principal Executive Offices) (ZIP CODE) (630) 588-5000 43,424,121 - ---------------------------------- ------------------------------------ (Registrant's Telephone Number, (Number of Common Shares Outstanding Including Area Code) as of May 31, 1998) 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. X Yes No ----- ----- 2 Wallace Computer Services, Inc. Page 2 FORM 10-Q For Quarterly Period Ended April 30, 1998 Part I Financial Information Item 1. Financial Statements The information furnished herein reflects all adjustments which are, in the opinion of the management, necessary to a fair statement of the results of operations and financial position for the nine months ended April 30, 1998, subject to year-end audit by independent public accountants. These adjustments are of a normal, recurring nature. Wallace Computer Services, Inc. and Subsidiaries Consolidated Income Statement (Unaudited) For the Nine Months Ended April 30 ---------------------------------------------------------------- % % 1998 Sales 1997 Sales ---------------------------- ---------------------------- Net Sales $988,117,000 100.0 $672,038,000 100.0 Cost and Expenses Cost of goods sold (Note 1) 659,780,000 66.8 409,969,000 61.0 Selling and administrative expenses 165,973,000 16.8 122,632,000 18.2 Provision for depreciation and amortization 48,903,000 4.9 36,679,000 5.5 ------------ ----- ------------ ----- Total costs and expenses 874,656,000 88.5 569,280,000 84.7 ------------ ----- ------------ ----- Operating Income 113,461,000 11.5 102,758,000 15.3 ------------ ----- ------------ ----- Interest income (2,045,000) (0.2) (1,468,000) (0.2) Interest expense 15,817,000 1.6 1,744,000 0.3 ------------ ----- ------------ ----- Income before Income Taxes 99,689,000 10.1 102,482,000 15.2 Provision for Income Taxes (Note 4) 39,702,000 4.0 40,480,000 6.0 ------------ ----- ------------ ----- Net Income $ 59,987,000 6.1 $ 62,002,000 9.2 ============ ==== ============ ===== Basic Earnings per Share $ 1.39 $1.43 ====== ===== Fully Diluted Earnings per Share $ 1.37 $1.42 ====== ===== Average Common Shares Outstanding 43,176,000 43,425,000 =========== ========== Fully Diluted Common Shares Outstanding 43,647,000 43,810,000 =========== ========== Dividends Declared Per Share $0.465 $0.420 ====== ====== The accompanying notes are an integral part of this statement. 3 Page 3 Wallace Computer Services, Inc. FORM 10-Q For Quarterly Period Ended April 30, 1998 Wallace Computer Services, Inc. and Subsidiaries Consolidated Income Statement (Unaudited) For the Three Months Ended April 30 ---------------------------------------------------------------- % % 1998 Sales 1997 Sales ---------------------------- ---------------------------- Net Sales $375,649,000 100.0 $225,807,000 100.0 Cost and Expenses Cost of goods sold (Note 1) 257,624,000 68.6 141,613,000 62.7 Selling and administrative expenses 63,042,000 16.8 39,469,000 17.5 Provision for depreciation and amortization 17,443,000 4.6 12,625,000 5.6 ------------ ------ ------------ ------ Total costs and expenses 338,109,000 90.0 193,707,000 85.8 ------------ ------ ------------ ------ Operating Income 37,540,000 10.0 32,100,000 14.2 ------------ ------ ------------ ------ Interest income (322,000) (0.1) (429,000) (0.2) Interest expense 7,602,000 2.0 686,000 0.3 ------------ ------ ------------ ------ Income before Income Taxes 30,260,000 8.1 31,843,000 14.1 Provision for Income Taxes (Note 4) 12,104,000 3.2 12,578,000 5.6 ------------ ------ ------------ ------ Net Income $ 18,156,000 4.8 $ 19,265,000 8.5 ============ ==== ============ ====== Basic Earnings per Share $0.42 $0.45 ===== ===== Fully Diluted Earnings per Share $0.41 $0.44 ===== ===== Average Common Shares Outstanding 43,421,000 43,119,000 ========== ========== Fully Diluted Common Shares Outstanding 43,886,000 43,554,000 ========== ========== Dividends Declared Per Share $0.155 $0.140 ====== ====== The accompanying notes are an integral part of this statement. 4 Page 4 Wallace Computer Services, Inc. and Subsidiaries Consolidated Balance Sheet April 30, 1998 July 31, 1997 (Unaudited) (Audited) -------------- ------------- Assets Current Assets Cash and cash equivalents $ 10,789,000 $ 14,168,000 Short-term investments 0 1,706,000 Accounts receivable 275,034,000 171,059,000 Less-allowance for doubtful accounts 6,454,000 3,481,000 -------------- ------------- Net receivables 268,580,000 167,578,000 Inventories (Note 1) 128,654,000 85,150,000 Prepaid taxes 25,844,000 16,748,000 Advances and prepaid expenses 9,029,000 5,140,000 -------------- ------------- Total current assets 442,896,000 290,490,000 -------------- ------------- Property, plant and equipment, at cost 792,734,000 608,486,000 Less-reserves for depreciation and amortization 338,351,000 306,994,000 -------------- ------------- Net property, plant and equipment 454,383,000 301,492,000 -------------- ------------- Intangible assets arising from acquisitions 279,599,000 59,913,000 Cash surrender value of life insurance 48,025,000 39,845,000 Systems development costs 27,937,000 24,404,000 Other assets 6,044,000 4,298,000 -------------- ------------- Total assets $1,258,884,000 $ 720,442,000 ============== ============= Liabilities and Stockholders' Equity Current Liabilities Current portion long-term debt $ 4,724,000 $ 7,100,000 Short-term notes payable 36,137,000 28,500,000 Accounts payable 80,131,000 49,348,000 Accrued salaries, wages, profit sharing and other 74,768,000 56,308,000 -------------- ------------- Total current liabilities 195,760,000 141,256,000 -------------- ------------- Long-term debt 432,907,000 24,500,000 Deferred income taxes 47,657,000 32,669,000 Deferred compensation and retirement benefits 30,098,000 28,829,000 Other long-term liabilities 9,361,000 0 Stockholders' equity Common stock (Note 2)- issued shares of 45,764,054 at April 30, 1998 and July 31, 1997 45,764,000 45,764,000 Additional capital 36,971,000 34,739,000 Retained earnings 530,560,000 491,719,000 Unrealized loss on securities 0 (95,000) Treasury stock (at cost)- 2,339,933 shares at April 30, 1998 and 2,693,784 shares at July 31, 1997 (70,194,000) (78,939,000) -------------- ------------- Total stockholders' equity 543,101,000 493,188,000 -------------- ------------- Total liabilities and stockholders' equity $1,258,884,000 $ 720,442,000 ============== ============= The accompanying notes are an integral part of this statement. 5 Page 5 Wallace Computer Services, Inc. and Subsidiaries Consolidated Statement of Cash Flows (Unaudited) For the Nine Months Ended April 30 ------------------------------------- 1998 1997 --------------- --------------- Cash Flows from Operating Activities: Net income from operations $ 59,987,000 $ 62,002,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 48,903,000 36,679,000 Deferred taxes (3,261,000) (364,000) (Gain)/loss on disposal of property 684,000 (27,000) Changes in assets and liabilities Accounts receivable (7,627,000) (17,442,000) Inventories (13,084,000) (6,581,000) Advances and prepaid expenses 10,717,000 (1,825,000) Prepaid taxes (9,096,000) 0 Other assets (15,218,000) (12,933,000) Accounts payable and other liabilities (7,155,000) (12,187,000) Accrued income taxes (14,000) 0 Deferred compensation and retirement benefits 1,269,000 3,163,000 Realized security (gain) loss 0 5,000 --------------- --------------- Net cash provided by operating activities 66,105,000 50,490,000 --------------- --------------- Cash Flows from Investing Activities: Capital expenditures (44,240,000) (30,750,000) Purchases of short-term investments 0 (14,000,000) Proceeds from sales of short-term investments 1,866,000 50,177,000 Proceeds from disposal of property 6,517,000 185,000 Net construction funds held by trustee 0 (96,000) Other capital investments-acquisitions (437,830,000) (6,586,000) --------------- --------------- Net cash used in investing activities (473,687,000) (1,070,000) --------------- --------------- Cash Flows from Financing Activities: Treasury stock transactions 9,950,000 (76,203,000) Cash dividends paid (19,415,000) (16,835,000) Net proceeds from issuance of short-term debt 7,637,000 20,000,000 Retirement of long-term debt (9,853,000) 0 Proceeds from issuance of long-term debt 415,884,000 0 --------------- --------------- Net cash used in financing activities 404,203,000 (73,038,000) --------------- --------------- Net changes in cash and cash equivalents (3,379,000) (23,618,000) Cash and cash equivalents at beginning of year 14,168,000 23,618,000 --------------- --------------- Cash and cash equivalents at April 30 $ 10,789,000 $ 0 =============== =============== Supplemental Disclosure: Interest paid (net of interest capitalized) $ 13,925,000 $ 559,000 Income taxes paid (net of refunds received) 42,514,000 43,540,000 The accompanying notes are an integral part of this statement. 6 Wallace Computer Services, Inc. and Subsidiaries Page 6 Notes to Consolidated Financial Statements April 30, 1998 (Unaudited) Note 1 - Inventories Inventories at April 30, 1998, and July 31, 1997, were as follows: April 30, 1998 July 31, 1997 -------------- ------------- Raw materials $ 25,983,000 $21,440,000 Work in process 24,053,000 1,426,000 Finished products 78,618,000 62,284,000 -------------- ------------- $128,654,000 $85,150,000 ============== ============= Certain inventories are stated on the last-in, first-out (LIFO) basis for their labor and material content, and other inventories are stated on the first-in, first-out (FIFO) basis. Because the inventory determination under the LIFO method can only be made at the end of each fiscal year based on the inventory levels and costs at that time, interim period LIFO determinations must necessarily be based upon management's estimates of expected year-end inventory levels and costs. Note 2 - Stock Options As of April 30, 1998, options to purchase 1,752,845 shares of common stock were outstanding and 3,490,872 shares of common stock were available for future grants under the Registrant's Stock Option and Employee Stock Purchase Plans. The Registrant has authorized 100,000,000 shares of common stock and issued 45,764,054 as of April 30, 1998. Of these shares, 2,339,933 were held in treasury as of April 30, 1998. The number of shares held in treasury at July 31, 1997 was 2,693,784. Note 3 - Acquisition of Graphic Industries On November 3, 1997, a wholly owned subsidiary of the Registrant completed a tender offer for all of the shares of common stock of Graphic Industries, Inc. a Georgia corporation ("Graphic"). On December 22, 1997, the wholly owned subsidiary was merged with and into Graphic, with Graphic becoming a wholly owned subsidiary of the Registrant as a result of the Merger. The total cost of the acquisition, including the purchase of all outstanding shares of Graphic at $21.75 per share, assumed debt, and transaction costs, was $437,830,000. The acquisition has been accounted for as a purchase. The Registrant's financial results for the nine month period ended April 30, 1998 includes the operations of Graphic since November 3, 1997. The cost of the acquisition has been allocated on the basis of the estimated fair market value of the assets acquired. This preliminary purchase price allocation (subject to possible accrual adjustments) resulted in goodwill of $223,727,000. Goodwill will be amortized on a straight line basis over 40 years. The pro forma financial results of operations below assume the transaction was completed at the beginning of the periods presented and include adjustments for increased interest costs associated with the transaction, as well as increased depreciation, amortization, and effective income tax rates to reflect the effects of the preliminary purchase price allocation: 7 Page 7 Wallace Computer Services, Inc. FORM 10-Q For Quarterly Period Ended April 30, 1998 Note 3 - Acquisition of Graphic Industries (continued) Nine months ended April 30, 1998 1997 --------------- --------------- Net sales $1,105,559,000 $1,017,062,000 Net income $58,661,000 $62,921,000 Basic earnings per share $1.36 $1.45 Note 4 - Income Taxes Effective November 1, 1997, the Registrant increased its effective tax rate from 39.5% to 40.0%. The income tax rate had been 39.5% since August 1, 1996. The increase in the effective tax rate is due to higher goodwill amortization expense, which is not tax deductible. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations For the three month period ended April 30, 1998, net sales increased 66.4% to $375,649,000. Graphic sales in the quarter were $122,579,000. The quarterly increase in sales without Graphic was 12.1%. Excluding the acquisition of Moran Printing, a commercial printer acquired in July, 1997, the increase in sales for the quarter was 7.6%. Excluding the commercial printing segment, the Registrant estimates that unit growth for the quarter was around 9%. For the nine months ended April 30, 1998, net sales increased 47.0% to $988,117,000. Before Graphic, the increase was 12.0%. Sales to W.I.N. and Select Services customers totalled 34% of the third quarter's sales and 50% of sales without Graphic. The later number compares to 45% in the third quarter a year ago. Net income for the third quarter decreased 5.8% to $18,156,000 or 42 cents per share. Graphic results for the quarter were additive by 3 cents per share, after including the impact of goodwill amortization and interest expense. Net income for the nine month period decreased 3.2% to $59,987,000 or $1.39 per share. The Registrant expects that the results for Graphic will be either break-even or slightly accretive for the fiscal year ended July 31, 1998. The first quarter was impacted by the UPS strike in August, 1997. UPS is both a large customer and a significant supplier to the Registrant. The Registrant estimates that the effects of the strike reduced earnings per share in the first quarter by one to two cents. Cost of sales for the quarter was 68.6% of sales for the quarter. Without Graphic, the cost of sales was 66.9% versus 62.7% in the third quarter of fiscal 1997. The third quarter includes a LIFO charge of $213,000 or 0.3 cents per share versus a credit of $485,000 or 0.7 cents per share in the third quarter last year. Total LIFO charges in the first nine months were $1,243,000 or 1.7 cents per share versus credits of $1,456,000 or 2.0 cents per share last year. Cost of sales in the third quarter of fiscal 1997, before LIFO effect was 62.9%. In the second quarter of fiscal 1998, cost of sales without Graphic and before LIFO effect increased from approximately 63% to 64.9%. Cost of sales had trended higher due to increasing paper prices. The Registrant had anticipated increasing selling prices in the third quarter to pass along the paper cost increases. Uncertainty in the paper market made passing increased costs along to the customer difficult. 8 Page 8 Wallace Computer Services, Inc. FORM 10-Q For Quarterly Period Ended April 30, 1998 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) This difficulty contributed to increasing cost of sales to 66.8% in the third quarter before Graphic and LIFO effect. Current market conditions for paper remain unknown, but paper cost reductions may provide some relief in the fourth quarter. The other major factor impacting cost of sales in the third quarter was the impact of lower margins in commodity-type sales with non-contract customers. The margins in accounts supported by W.I.N. and Select Services remained relatively consistent with the third quarter in the prior year. It is in the non-contract portion of the business where margins dropped. Had the margins been consistent with the third quarter of the prior year in this non-contract business, overall cost of sales would have been 65.4% before Graphic and LIFO effect. These form sales of a commodity nature are not part of the Registrant's long-term strategic focus. As such, the Registrant will continue to focus on expanding the contract customer base, which is consistent with the Registrant's Total Print Management and Integrated Supplies Management strategies. Selling and administration expenses for the quarter were 16.8% versus 17.5% in the third quarter of last year. For the nine months ended April 30, the ratio to sales was 16.8% versus 18.2% last year. This year's total includes $480,000 in the first quarter, $596,000 in the second quarter, and $770,000 in the third quarter of Year 2000 related programming expenses. The Registrant is expecting another $750,000 to $800,000 in the fourth quarter of this fiscal year. Also in the current quarter is a loss of $700,000 on the sale/leaseback of the Registrant's former headquarters in Hillside, Illinois. The Registrant will continue to lease the facility which houses a commercial printing facility. Included in the first half of fiscal 1997 is $787,000 of expenses related to a proxy contest over the Wyser-Pratte proposals to amend our By-laws and Wyser-Pratte's nomination of an alternate slate of directors. The Wyser-Pratte proposals were never adopted by the shareholders and the directors nominated by Wyser-Pratte were not elected. Depreciation and amortization for the quarter was $17,443,000 or 4.6% of sales versus $12,625,000 or 5.6% of sales in the third quarter a year ago. Depreciation expense of $14,185,000 includes $3,036,000 from Graphic. The decrease from the prior quarter at Graphic was due to final valuations and useful life determinations becoming available during the third quarter. Overall, the total value assigned to the Graphic property has not been adjusted. Goodwill amortization of $1,805,000 for the quarter includes $1,398,000 from the Graphic acquisition. An additional $106,000 of goodwill amortization has been recognized in each of the first three quarters of this fiscal year related to the Moran acquisition completed in July 1997. Total depreciation and amortization, before the impact of Graphic, increased 3.0% and is the result of continued reinvestment in capital resources and system development. Interest expense for the quarter increased by $6,916,000 from the same period one year ago. The current quarter includes $6,818,000 related to the Graphic acquisition. Interest income for the quarter decreased by $107,000 and for the year has increased by $577,000. Interest income in the first quarter of fiscal 1998 included a positive adjustment of $800,000 for the cash surrender value of life insurance policies. 9 Page 9 Wallace Computer Services, Inc. FORM 10-Q For Quarterly Period Ended April 30, 1998 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Some of the financial ratios for the twelve months ended April 30, 1998 were: Return on Net Sales of 6.5%, Return on Average Assets of 8.2%, and Return on Equity of 15.5%. Those same ratios before adding Graphic were: Return on Net Sales of 8.0%, Return on Average Assets of 11.2%, and Return on Equity of 15.4%. Liquidity and Capital Resources Working capital increased by $97,902,000 from July 31, 1997, primarily due to the Graphic acquisition. The current ratio at April 30, 1998 was 2.3 to 1. During the first quarter, the Registrant entered into a five-year Credit Agreement providing a maximum aggregate principal amount available to be borrowed of $500,000,000 ("Credit Facility"). In the second quarter, the Registrant borrowed $396,000,000 to fund the acquisition of Graphic. The Credit Facility will be further used to fund acquisitions and for general corporate purposes. The Credit Agreement was filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended October 31, 1997. In addition to the Credit Facility, the Registrant has unsecured money market lines of $125,000,000, under which $35,000,000 was borrowed at April 30, 1998. The maximum amount as authorized by the Board of Directors for short-term borrowings under the Credit Facility and the money market lines is limited to $600,000,000. The borrowings under the Credit Facility are classified as long-term debt as of April 30, 1998 since the Registrant has the intent and ability to carry that debt long-term. The $35,000,000 from the unsecured money market lines is classified as short-term debt. Of the remaining long-term debt, $23,500,000 is made up of industrial revenue bonds at rates ranging from 4.15% to 4.30%. The balance of $13,407,000 relates to acquisitions, $1,000,000 due to the former owners of Moran Printing, with the rest being long-term debt from the Graphic acquisition. Long-term debt currently represents 44.4% of total capitalization. The Registrant has filed a shelf registration statement on Form S-3 with the intention of issuing debt securities. The proceeds of any issuance will be used to reduce amounts outstanding under the Credit Facility and for general corporate purposes. Capital expenditures for the first nine months totalled $44,240,000, including $17,774,000 for Graphic. For the fourth quarter of fiscal 1998, the Registrant expects to spend another $20,000,000 on capital expenditures, which are expected to be financed through internally generated funds and by borrowing against the revolving credit facility and unsecured money market lines. Stockholders' equity increased 10.1% to $543,101,000 at April 30, 1998. Current inventory levels are believed to be in-line with the inventory levels necessary to satisfy customer demand. The Registrant anticipates having adequate sources of supply of raw materials to meet future business requirements. 10 Page 10 Wallace Computer Services, Inc. FORM 10-Q For Quarterly Period Ended April 30, 1998 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Common Stock On September 3, 1997, the Board of Directors increased the annualized dividend rate to $0.62 per share, a 10.7% increase from fiscal 1997. During the first nine months of fiscal year 1998, the Registrant has purchased 130,000 shares of Wallace common stock. Total repurchases against the $100 million authorized by the Board in June, 1997 have been $9.7 million. Part II Other Information Items 1 through 4 None Item 5 Other Information SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Certain statements in this filing and elsewhere (such as in other filings by the Registrant with the Securities and Exchange Commission, press releases, presentations by the Registrant or its management, and oral statements) may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities, events, or developments that the Registrant expects or anticipates may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strengths, goals, expansion and growth of the Registrant's and its subsidiaries' business and operations, plans, references to future success and other such matters are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Registrant to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, general economic, market or business conditions, changes in laws or regulations; the opportunities (or lack thereof) that may be presented to and pursued by the Registrant and its subsidiaries; successful integration of acquisitions; labor market conditions; changes in postal rates and paper prices; the ability of the Registrant to retain its customers who generally do not operate under long-term contracts with the Registrant; the potential unpredictability of the Registrant's net sales due to seasonal and other factors which can lead to fluctuations in quarterly and annual operating results; the ability of the Registrant to keep pace with technological advancements in the industry; the effect of technical advancements on the demand for the Registrant's goods and services; and the risk of damage to the Registrant's data centers and manufacturing facilities or interruptions in the Registrant's telecommunications links. Item 6 Exhibits and Reports on Form 8-K (a) Exhibits 10.1 First Amendment Credit Agreement dated June 5, 1998 among Wallace Computer Services, Inc., Bank of America National Trust and Savings Association, as Administrative Agent and the other financial institutions party thereto amending the $500,000,000 Credit Agreement dated as of October 31, 1997. 11 Page 11 Wallace Computer Services, Inc. FORM 10-Q For Quarterly Period Ended April 30, 1998 Item 6 Exhibits and Reports on Form 8-K (continued) 27.1 Financial Data Schedule. (b) Reports on Form 8-K (1) A report on Form 8-K/A was filed on April 8, 1998 (amending a report filed on November 18, 1997 and amended on January 16, 1998). The amended report contained unaudited pro forma financial statements including, (i) condensed consolidated statement of operations for the three months ended October 31, 1997 and three months ended January 31, 1998, and the fiscal year ended July 31, 1997 presenting pro forma operating results for the Registrant as if the acquisition of Graphic had occurred as of the beginning of the periods presented, and (ii) condensed consolidated balance sheet as of October 31, 1997 as if the acquisition of Graphic had occurred as of October 31, 1997. 12 Page 12 Wallace Computer Services, Inc. FORM 10-Q For Quarterly Period Ended April 30, 1998 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WALLACE COMPUTER SERVICES, INC. June 12, 1998 /s/ Robert J. Cronin ------------------ ---------------------------------------------- Date Robert J. Cronin President and Chief Executive Officer June 12, 1998 /s/ Michael J. Halloran ------------------ ---------------------------------------------- Date Michael J. Halloran Vice President, Chief Financial Officer, and Assistant Secretary (Principal Accounting Officer)