Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Document And Entity Information | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Multi Packaging Solutions International Ltd | |
Entity Central Index Key | 1,645,926 | |
Current Fiscal Year End Date | --06-30 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 77,697,792 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Current assets | ||
Cash and cash equivalents | $ 63,450 | $ 44,769 |
Accounts receivable, net | 240,475 | 237,179 |
Inventories | 153,872 | 165,617 |
Prepaid expenses and other current assets | 24,614 | 30,742 |
Total current assets | 482,411 | 478,307 |
Property, plant and equipment | ||
Land | 48,904 | 52,093 |
Buildings and improvements | 70,007 | 65,827 |
Machinery and equipment | 379,016 | 393,206 |
Furniture and fixtures | 16,012 | 15,580 |
Construction in progress | 23,397 | 12,689 |
Total | 537,336 | 539,395 |
Less: Accumulated depreciation | (167,644) | (155,700) |
Total property, plant and equipment, net | 369,692 | 383,695 |
Other assets | ||
Intangible assets, net | 302,379 | 340,858 |
Goodwill | 475,911 | 464,714 |
Deferred income taxes | 6,897 | 7,210 |
Other assets | 32,428 | 32,806 |
Total assets | 1,669,718 | 1,707,590 |
Current liabilities | ||
Accounts payable | 147,893 | 171,935 |
Payroll and benefits | 34,313 | 36,977 |
Other current liabilities | 37,483 | 40,892 |
Current portion of long-term debt | 25,652 | 7,307 |
Income taxes payable | 5,530 | 4,489 |
Total current liabilities | 250,871 | 261,600 |
Long-term debt, less current portion | 883,012 | 900,516 |
Deferred income taxes | 62,736 | 72,625 |
Other long-term liabilities | 30,948 | 29,955 |
Total liabilities | 1,227,567 | 1,264,696 |
Shareholders' equity | ||
Common shares – 77,697,792 and 77,452,946 issued | 77,698 | 77,453 |
Additional paid-in capital | 475,020 | 469,698 |
Accumulated deficit | (20,355) | (43,233) |
Accumulated other comprehensive loss | (90,591) | (63,290) |
Total Multi Packaging Solutions International Limited shareholders' equity | 441,772 | 440,628 |
Noncontrolling interest | 379 | 2,266 |
Total shareholders' equity | 442,151 | 442,894 |
Total liabilities and shareholders' equity | $ 1,669,718 | $ 1,707,590 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Jun. 30, 2016 |
Statement of Financial Position | ||
Contributed capital, par | $ 1 | $ 1 |
Contributed capital, shares authorized | 1,000,000,000 | 1,000,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Shares, shares issued | 77,697,792 | 77,452,946 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||||
Net sales | $ 382,633 | $ 399,184 | $ 1,176,584 | $ 1,287,592 |
Cost of goods sold | 302,977 | 312,437 | 929,951 | 1,005,779 |
Gross profit | 79,656 | 86,747 | 246,633 | 281,813 |
Selling, general and administrative expenses | ||||
Selling, general and administrative expenses | 57,199 | 60,259 | 169,179 | 178,149 |
Stock based and deferred compensation expense | 726 | 104 | 2,260 | 27,064 |
Transaction related expenses | 2,655 | 371 | 3,477 | 2,785 |
Total selling, general and administrative expenses | 60,580 | 60,734 | 174,916 | 207,998 |
Operating income | 19,076 | 26,013 | 71,717 | 73,815 |
Other income (expense), net | 1,898 | (1,262) | 7,805 | (4,797) |
Debt extinguishment charges | (64) | (16,569) | (3,931) | |
Interest expense | (11,927) | (14,896) | (39,472) | (49,641) |
Total other expense, net | (10,029) | (16,222) | (48,236) | (58,369) |
Income before income taxes | 9,047 | 9,791 | 23,481 | 15,446 |
Income tax (expense) benefit | 1,234 | (6,178) | (1,861) | (6,753) |
Consolidated net income | 10,281 | 3,613 | 21,620 | 8,693 |
Net loss attributable to noncontrolling interest | (473) | (170) | (1,258) | (180) |
Net income attributable to shareholders of Multi Packaging Solutions International Limited | $ 10,754 | $ 3,783 | $ 22,878 | $ 8,873 |
Net income attributable to shareholders of Multi Packaging Solutions International Limited per share: | ||||
Basic | $ 0.14 | $ 0.05 | $ 0.29 | $ 0.12 |
Diluted | $ 0.14 | $ 0.05 | $ 0.29 | $ 0.12 |
Weighted-average number of common shares outstanding: | ||||
Basic | 77,696 | 77,452 | 77,583 | 71,076 |
Diluted | 77,696 | 77,452 | 77,583 | 71,076 |
Other comprehensive income (loss) | ||||
Cumulative foreign currency translation adjustment | $ 10,272 | $ (1,192) | $ (26,225) | $ (22,764) |
Adjustment on available-for-sale securities | 19 | 111 | 7 | 89 |
Pension adjustments | 181 | (3,541) | (1,083) | (2,087) |
Total other comprehensive loss | 10,472 | (4,622) | (27,301) | (24,762) |
Comprehensive income (loss) | 20,753 | (1,009) | (5,681) | (16,069) |
Comprehensive loss (income) attributable to non-controlling interests | 473 | 1,258 | (17) | |
Comprehensive income (loss) attributable to shareholders of Multi Packaging Solutions International Limited | $ 21,226 | $ (1,009) | $ (4,423) | $ (16,086) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY - 9 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Common Shares | Additional Paid-in Capital | Accumulated (Deficit) | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Total |
Beginning Balance at Jun. 30, 2016 | $ 77,453 | $ 469,698 | $ (43,233) | $ (63,290) | $ 2,266 | $ 442,894 |
Beginning Balance (in shares) at Jun. 30, 2016 | 77,452,946 | |||||
Net income (loss) | 22,878 | 22,878 | ||||
Less : Net (income) loss attributable to noncontrolling interest | (1,258) | 1,258 | ||||
Net Income (Loss) | 21,620 | |||||
Stock compensation | $ 19 | 1,919 | 1,938 | |||
Stock compensation, shares | 18,602 | |||||
Issuance of common shares in connection with acquisitions | $ 226 | 2,774 | 3,000 | |||
Issuance of common shares in connection with acquisitions (in shares) | 226,244 | |||||
Purchase of non-controlling interest | 629 | (629) | ||||
Other comprehensive loss | (27,301) | (27,301) | ||||
Ending Balance at Mar. 31, 2017 | $ 77,698 | $ 475,020 | $ (20,355) | $ (90,591) | $ 379 | $ 442,151 |
Ending Balance (in shares) at Mar. 31, 2017 | 77,697,792 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating Activities | ||
Net income | $ 21,620 | $ 8,693 |
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: | ||
Depreciation expense | 48,587 | 55,825 |
Amortization expense | 37,798 | 41,665 |
Amortization of deferred financing fees | 3,073 | 3,102 |
Debt extinguishment non - cash charges | 3,296 | 3,931 |
Deferred income taxes | (7,751) | (4,496) |
Stock compensation | 1,939 | 26,044 |
Unrealized foreign currency (gain) loss | (4,554) | 2,818 |
Other | (3,991) | 1,837 |
Change in assets and liabilities: | ||
Accounts receivable | (6,533) | (11,887) |
Inventories | 7,793 | 5,231 |
Prepaid expenses and other current assets | 5,529 | 355 |
Other assets | (1,604) | (7,201) |
Accounts payable | (19,560) | (13,495) |
Payroll and benefits | (1,908) | (13,110) |
Other current liabilities | (5,339) | (10,010) |
Income taxes payable | 876 | 2,205 |
Other long-term liabilities | (2,007) | (2,590) |
Net cash and cash equivalents provided by operating activities | 77,264 | 88,917 |
Investing Activities | ||
Additions to property, plant and equipment | (41,396) | (36,719) |
Additions to intangible assets | (104) | (265) |
Proceeds from sale of assets | 4,298 | 2,616 |
Acquisitions of businesses, net of cash acquired | (26,765) | (10,685) |
Net cash and cash equivalents used in investing activities | (63,967) | (45,053) |
Financing Activities | ||
Proceeds from initial public offering | 186,424 | |
Payments of offering costs | (7,024) | |
Proceeds from issuance of long-term debt | 218,900 | |
Proceeds from short-term borrowings | 41,317 | 44,502 |
Payments on short-term borrowings | (24,317) | (43,755) |
Payments on long-term debt | (224,509) | (235,627) |
Debt issuance costs | (3,985) | |
Net cash and cash equivalents provided by (used in) financing activities | 7,406 | (55,480) |
Effect of exchange rate changes on cash and cash equivalents | (2,022) | 2,492 |
Increase (decrease) in cash and cash equivalents | 18,681 | (9,124) |
Cash and cash equivalents-beginning | 44,769 | 55,675 |
Cash and cash equivalents-ending | $ 63,450 | $ 46,551 |
Nature of Business
Nature of Business | 9 Months Ended |
Mar. 31, 2017 | |
Nature of Business | |
Nature of Business | Note 1—Nature of Business The Company “MPS” and the “Company” refer to Multi Packaging Solutions International Limited and its controlled subsidiaries. MPS is a leading, global provider of value-added packaging solutions to a diverse customer base across the healthcare, consumer, and multi-media end markets. MPS provides its customers with print-based specialty packaging, including premium-folding cartons, labels and inserts across a variety of substrates and finishes. Bermuda Reincorporation On October 7, 2015, 100% of the share capital of Multi Packaging Solutions Global Holdings Limited was acquired by Multi Packaging Solutions International Limited, a company incorporated and organized under the laws of Bermuda, from Chesapeake Finance 1 Limited and Mustang Investment Holdings L.P. In connection with the issuance of shares, the number of shares was increased as a result of the par value changing from one British Pound Sterling to one U.S. dollar. The total authorized share capital of the Company is 1 billion shares. The Company’s Board of Directors has the authority to allot and issue any unissued shares as common shares or preference shares, provided the total number of shares of the classes combined does not exceed the total authorized amount. The Board of Directors may also determine the number and specific rights attaching to any preference shares that may be issued. The Company has not issued any preference shares to date. Stock-split and Initial Public Offering On October 8, 2015, the Company’s board of directors approved and the Company executed a 1 for 5.08 reverse stock split of its common shares prior to completing its proposed initial public offering. All share and per share data has been presented to reflect this reverse split. On October 22, 2015, the Company completed its initial public offering of 16,500,000 common shares at a price of $13.00 per share. In connection with the offering, funds controlled by The Carlyle Group (“Carlyle”) and certain current and former employees, sold 1,000,000 common shares (which was included in the 16,500,000 common shares). The underwriters also exercised their rights to purchase an additional 2,475,000 common shares from certain of the selling shareholders, including investment funds controlled by Madison Dearborn (“Madison”) and Carlyle, at the public offering price, less the underwriting discount. The Company did not receive any of the proceeds from the shares sold by Madison or Carlyle, certain current and former employees, or from the exercise of the underwriters’ option. The Company received proceeds of $186,424 from the initial public offering, of which $182,414 was used to repay outstanding borrowings under the Company’s Term Loans, with the remaining amount used to pay a portion of the total offering costs of $7,024. On June 8, 2016, a secondary offering was completed, and Madison and Carlyle sold 10,000,000 common shares. The underwriters also exercised their rights to purchase an additional 1,500,000 common shares from the selling shareholders. The Company did not receive any of the proceeds from the secondary offering. Planned Merger with WestRock On January 23, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, WestRock Company, a Delaware corporation (“WestRock”), and WRK Merger Sub Limited, a Bermuda exempted company and a wholly owned subsidiary of WestRock (“Merger Sub”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), pursuant to the provisions of the Companies Act 1981 of Bermuda (the “BCA”), with the Company surviving as a wholly owned subsidiary of WestRock. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding common share of the Company (other than Company Shares (i) owned by WestRock, Merger Sub or any other direct or indirect wholly owned subsidiary of WestRock, (ii) owned by the Company or its subsidiaries or (iii) held by members who do not vote in favor of the Merger and comply with all of the provisions of the BCA concerning the rights of holders of common shares to require appraisal of their common shares pursuant to Bermuda law) will be cancelled and converted into the right to receive $18.00 per common share in cash subject to any applicable withholding of taxes, without interest (the “Merger Consideration”). Immediately prior to the Effective Time, each restricted stock unit award of the Company that is subject to performance-based vesting conditions and each restricted stock award of the Company that is then outstanding will be cancelled and terminated and each holder will have the right to receive an amount in cash equal to (i) the number of common shares subject to such award multiplied by (ii) the Merger Consideration less applicable withholding taxes. Each restricted stock unit award of the Company that is not subject to performance-based vesting conditions that is outstanding immediately prior to the Effective Time will be assumed by WestRock and converted into an award of restricted stock units of WestRock after giving effect to appropriate adjustments to reflect the consummation of the Merger, as set forth in the Merger Agreement. The consummation of the Merger is conditioned, among other things, on: (i) approval and adoption of the Merger Agreement and the statutory merger agreement between the Company and Merger Sub (the “Statutory Merger Agreement”) by holders of at least three-fourths of the issued and outstanding common shares voting at the meeting of the members of the Company (“Company Shareholder Approval”), (ii) receipt of regulatory approvals, including the expiration or termination of the applicable waiting periods (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and antitrust notification and approvals required in non-U.S. jurisdictions, including Canada, the European Union, and Mexico and (iii) other customary closing conditions. The Merger Agreement generally requires each party to take all actions necessary to resolve objections under any antitrust law, except that WestRock is not required to take any Divestiture Action (as defined in the Merger Agreement) with respect to any products, services, assets, businesses or contractual arrangements of: (i) the Company and its subsidiaries, if such Divestiture Action would reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, or (ii) WestRock or its subsidiaries. The Company or WestRock may terminate the Merger Agreement if the Merger is not consummated by October 23, 2017 (the “End Date”), which date may be extended to January 23, 2018 under certain circumstances described in the Merger Agreement. The Merger Agreement includes customary representations, warranties and covenants of the Company, WestRock, and Merger Sub. The Company has agreed to operate its business in the ordinary course between the execution of the Merger Agreement and the Effective Time. The Company has also agreed, following receipt of the Company Shareholder Approval, not to solicit or initiate discussions with third parties regarding other proposals to acquire the Company and to certain restrictions on its ability to respond to any such proposals. The Merger Agreement also includes customary termination provisions for both the Company and WestRock, although following receipt of the Company Shareholder Approval, the Company would not be obligated to pay a termination fee upon any such termination. The Merger Agreement and the Statutory Merger Agreement were approved and adopted by the Company’s shareholders on April 5, 2017 and has received the required antitrust approvals under the HSR Act and in Canada. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Mar. 31, 2017 | |
Basis of Presentation | |
Basis of Presentation | Note 2—Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of March 31, 2017 and for the three and nine months ended March 31, 2017 and 2016 have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of March 31, 2017 and the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended March 31, 2017 and 2016 and the statements of cash flows for the nine months ended March 31, 2017 and 2016 and statement of shareholders’ equity for the nine months ended March 31, 2017 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the consolidated financial position, operating results and cash flows for the periods presented. The results for the three and nine months ended March 31, 2017 are not necessarily indicative of results to be expected for the fiscal year ending June 30, 2017 or for any future interim period. The condensed consolidated balance sheet at June 30, 2016 has been derived from the audited consolidated financial statements of the Company. However, the interim financial information does not include all of the information and notes required by GAAP for complete consolidated financial statements. The accompanying condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements for the fiscal year June 30, 2016, and notes thereto included in the Company’s Annual Report on Form 10-K. Principles of Consolidation The consolidated financial statements include the accounts of Multi Packaging Solutions International Limited and its controlled subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. In September 2016, the Company acquired a portion of the remaining noncontrolling interest in one of its subsidiaries, MPS Denver, LLC (“Denver”) for a nominal amount. The transaction was accounted for as an acquisition of noncontrolling interest and included in the statement of stockholders’ equity. As of March 31, 2017, the Company owns 80% of the outstanding ownership interests in Denver. Newly Adopted Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . ASU No. 2016-15 provides guidance on eight specific cash flow issues. The amendments in this update are effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted provided all of the amendments are adopted in the same period, and if adopted in an interim period, any adjustments should be reflected as of the beginning of that annual period. The Company elected to early adopt the provisions of ASU No. 2016-15 during the second fiscal quarter. The adoption of the new guidance did not materially impact the Company’s consolidated statements of cash flows. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718) . ASU No. 2016-09 requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. It also will allow an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within such annual period. Early adoption is permitted, however all of the guidance must be adopted in the same period under the transition requirements. The Company elected to early adopt the provisions of ASU No. 2016-09 as of July 1, 2016, which is the beginning of the current fiscal year. The adoption of the new guidance did not materially impact the Company’s consolidated financial position or results of operations. The Company elected to account for forfeitures when they occur. Recently Issued Accounting Pronouncements In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . The changes to the standard require employers to report the service cost component in the same line item as other compensation costs arising from services rendered by employees during the reporting period. The other components of net benefit costs will be presented in the statement of operations separately from the service cost and outside of a subtotal of operating income from operations. In addition, only the service cost component may be eligible for capitalization where applicable. ASU No. 2017-07 is effective for annual periods beginning after December 15, 2017, including interim periods within such annual period. The Company is currently evaluating the potential impacts of adopting the provisions of ASU No. 2017-07. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . ASU 2017-04 eliminates step 2 from the annual goodwill impairment test no longer requiring the comparison of the implied fair value of a reporting unit's goodwill with the carrying amount of goodwill. Early adoption is permitted and the guidance requires a prospective application. The guidance is effective for annual periods beginning after December 15, 2019, and the annual and any interim goodwill impairment tests within such fiscal year. The Company is currently evaluating the potential impacts of adopting the provisions of ASU No. 2017-04. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory . ASU No. 2016-16 eliminates the exception of recognizing, at the time of transfer, current and deferred income taxes for intra-entity asset transfers other than inventory. The amendments in this update are effective for annual periods beginning after December 15, 2017, and interim periods within such annual period. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements have not been issued. The Company expects to adopt this guidance as of July 1, 2017 (beginning of fiscal year 2018). The adoption of the provisions of ASU No. 2016-16 is not expected to have a material impact on the Company’s consolidated financial position or results of operations. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires measurement and recognition of expected credit losses for financial assets held. The amendments in this update are effective for annual periods beginning after December 15, 2019, and interim periods within such annual period. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within such year. The Company is currently evaluating the potential impacts of adopting the provisions of ASU No. 2016-13. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . ASU No. 2016-02 requires an entity to recognize lease assets and lease liabilities on the balance sheet and to disclose key information about the entity’s leasing arrangements. Lease expenses will be recognized in the income statement in a manner similar to existing requirements. The amendments in this update are effective for annual periods beginning after December 15, 2018, and interim periods within such annual period, and must be adopted using a modified retrospective method for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the potential effects of adopting the provisions of ASU No. 2016-02. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU No. 2015-11 requires inventory measured using any method other than last-in, first out or the retail inventory method to be subsequently measured at the lower of cost or net realizable value, rather than at the lower of cost or market. ASU No. 2015-11 is effective for annual reporting periods beginning after December 15, 2016 and for interim periods within such annual period. Early application is permitted. The Company is currently evaluating the potential effects of adopting the provisions of ASU No. 2015-11. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU No. 2014-09 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition , and most industry-specific guidance throughout the Industry Topics of the Codification. Additionally, ASU No. 2014-09 supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts . Under ASU No. 2014-09, an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2014-09 also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Additionally, in May 2016, the FASB issued ASU 2016-12, Revenue from contracts with customers (Topic 606): Narrow-scope improvements and practical expedients , which contains certain provisions and practical expedients in response to identified implementation issues. The guidance is effective for annual reporting periods beginning after December 15, 2017 and for interim periods within such annual period, with early application prohibited for annual reporting periods beginning after December 15, 2016. Either full retrospective or modified retrospective adoption is permitted. The Company is evaluating the transition method that will be elected and the potential effects of adopting the provisions of ASU No. 2014-09. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share | |
Earnings Per Share | Note 3—Earnings Per Share Earnings per share are computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable for unvested restricted stock, as calculated using the treasury stock method. Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Numerator: Net income available to common $ 10,754 $ 3,783 $ 22,878 $ 8,873 Denominator: Weighted average number of 77,696 77,452 77,583 71,076 Effect of unvested restricted stock and restricted stock units * — — — — Weighted average number of 77,696 77,452 77,583 71,076 Basic earnings per common share $ 0.14 $ 0.05 $ 0.29 $ 0.12 Dilutive earnings per common share $ 0.14 $ 0.05 $ 0.29 $ 0.12 * The effect of unvested restricted stock and restricted stock units for the three and nine months ended March 31, 2017 was not material. |
Acquisitions
Acquisitions | 9 Months Ended |
Mar. 31, 2017 | |
Acquisitions | |
Acquisitions | Note 4—Acquisitions The Company accounts for acquisitions using the acquisition method of accounting. The results of operations of the acquisitions are included in the consolidated results from their respective dates of acquisition. The purchase price of each acquisition is allocated to the tangible assets, liabilities, and identifiable intangible assets acquired based on their estimated fair values. Fiscal 2017 On November 4, 2016, the Company acquired the assets and business of i3 Plastic Cards (“i3”), a fully-integrated solution provider for creating and personalizing plastic transaction cards, including pre-paid gift and loyalty cards that is based in Dallas, Texas. The i3 business complements the Company’s existing transaction card operations and offers customers a broader range of options. The purchase price included cash consideration of $12,852 and 226,244 common shares of the Company, valued at $3,000. The cash portion of the purchase price was funded with existing cash balances. Additional cash consideration may be paid based on the acquired business’ EBITDA, as defined in the Asset Purchase Agreement, through December 31, 2019. Such additional cash consideration may range from zero to $13,800. The i3 operations, which are included in the North America operating segment, are not material to the Company’s consolidated financial statements. On October 14, 2016, the Company acquired AJS Group Limited (“AJS”), a leading supplier in the United Kingdom of self-adhesive labels. The addition of this specialist business complements the Company’s existing operations and extends the group’s marketing capability and reach to customers within the branded consumer sectors and international beauty and personal care sectors. The cash purchase price, net of cash acquired, totaled £11,414 ($13,913 at the transaction date exchange rate), and was funded with existing cash balances. The AJS operations, which are included in the Europe operating segment, are not material to the Company’s consolidated financial statements. The following table summarizes the components of the preliminary purchase price allocations for the acquisitions completed in fiscal 2017. The purchase price allocations are based upon preliminary valuations, and the Company’s estimates and assumptions are subject to change within the measurement period as valuations are finalized. Any change in the estimated fair value of the net assets, prior to the finalization of the more detailed analyses, but not to exceed one year from the dates of acquisition, will change the amount of the purchase price allocation. i3 AJS Total Purchase Price: Cash paid, net of cash acquired $ 12,852 $ 13,913 $ 26,765 Equity issued 3,000 — 3,000 Fair value of contingent consideration 5,000 — 5,000 Total investment: $ 20,852 $ 13,913 $ 34,765 Allocation: Current assets $ 1,835 $ 3,779 $ 5,614 Property, plant and equipment 3,090 2,388 5,478 Identifiable intangible assets 6,000 4,790 10,790 Deferred taxes — (1,020) (1,020) Assumed liabilities (4,030) (1,910) (5,940) Goodwill 13,957 5,886 19,843 $ 20,852 $ 13,913 $ 34,765 The preliminary fair values assigned to identifiable intangible assets acquired were based on assumptions and estimates made by management. Identifiable intangible assets acquired consisted of customer relationships valued at $4,790 with an estimated useful life of 13 years and developed technology valued at $6,000 with an estimate useful life of 10 years. The goodwill is the residual of the purchase price in excess of the estimated fair value of the acquired identifiable net assets and represents the future economic benefits expected to arise that could not be individually identified and separately recognized, including the extension of the Company’s sales and marketing capabilities. The goodwill recorded as a result of the AJS acquisition is not expected to be deductible for tax purposes. Fiscal 2016 On January 26, 2016, the Company completed the acquisition of Chicago Paper Tube & Can Co. (“CPT”). The acquisition of CPT provides the Company with high-end, round rigid packaging capability in North America. Consideration for the transaction consisted of cash totaling $8,189, net of cash acquired, and was funded from existing cash balances. CPT’s operations, which are included in the North America operating segment, are not material to the Company’s consolidated financial statements. On July 1, 2015, the Company completed the acquisition of BP Media, Ltd. (“BluePrint”). The acquisition of BluePrint provides the Company with pre-press and digital services in the European market, facilitating the processes surrounding translation and interchangeability of print content for foreign locations. In addition, BluePrint provides the Company with an established sales presence in the media markets in Europe, which will enable the Company to serve the European needs of global media releases. Consideration in the transaction consisted of cash totaling £1,587 (approximately $2,496 at the transaction date exchange rate), net of cash acquired. The purchase price was funded from existing cash balances. Subject to the provisions in the agreement, additional consideration of £1,000 (approximately $1,224 at current period-end exchange rates) is payable on June 30, 2018. Further consideration of 25% of the acquired business’s EBITDA, as defined in the share purchase agreement, for the three fiscal years ending June 30, 2018 is also payable to the sellers, subject to the achievement of a minimum EBITDA. The Company estimated £944 (approximately $1,176 at current period-end exchange rates) as the fair value of such contingent consideration as of the acquisition date. There were no material changes to the fair value of the contingent consideration between the acquisition date and March 31, 2017. BluePrint’s operations, which are included in the Europe operating segment, are not material to the Company’s consolidated financial statements. |
Inventories
Inventories | 9 Months Ended |
Mar. 31, 2017 | |
Inventories | |
Inventories | Note 5—Inventories Inventories consisted of the following: As of As of March 31, 2017 June 30, 2016 Raw materials $ 51,120 $ 52,964 Work in progress 23,530 28,806 Finished goods 79,222 83,847 $ 153,872 $ 165,617 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Mar. 31, 2017 | |
Intangible Assets | |
Intangible Assets | Note 6—Intangible Assets Intangible assets, net, consisted of the following: Gross Carrying Accumulated Weighted Average As of March 31, 2017 Amount Amortization Net Useful Life (Years) Customer relationships $ 440,849 $ (153,556) $ 287,293 20 Developed technology 22,549 (10,441) 12,108 5 Photo library 1,501 (883) 618 5 Licensing agreements 3,300 (940) 2,360 20 Total $ 468,199 $ (165,820) $ 302,379 Gross Carrying Accumulated Weighted Average As of June 30, 2016 Amount Amortization Net Useful Life (Years) Customer relationships $ 450,505 $ (122,540) $ 327,965 20 Developed technology 17,746 (8,256) 9,490 5 Photo library 1,396 (667) 729 5 Licensing agreements 3,372 (698) 2,674 20 Total $ 473,019 $ (132,161) $ 340,858 Amortization expense included in selling, general and administrative expenses was as follows: Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Amortization of intangible assets $ 12,580 $ 13,557 $ 37,798 $ 41,665 |
Goodwill
Goodwill | 9 Months Ended |
Mar. 31, 2017 | |
Goodwill. | |
Goodwill | Note 7—Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. The Company tests goodwill for impairment annually as of the first day of the fourth fiscal quarter, or more frequently if indicators of potential impairment exist. Changes in the carrying amount of goodwill by segment for the nine months ended March 31, 2017 were as follows: North America Europe Asia Total Balance as of June 30, 2016 $ 258,081 $ 205,804 $ 829 $ 464,714 Acquisition activity 13,753 5,886 — 19,639 Translation adjustments — (8,435) (7) (8,442) Balance as of March 31, 2017 $ 271,834 $ 203,255 $ 822 $ 475,911 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Mar. 31, 2017 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | Note 8—Fair Value of Financial Instruments The following table sets forth the Company’s financial assets and liabilities carried at fair value on a recurring basis by level within the fair value hierarchy: As of March 31, 2017 Level 1 Level 2 Level 3 Total Assets: Available for sale securities $ 268 $ — $ — $ 268 Liabilities: Interest rate swaps — 1,658 — 1,658 Contingent consideration — — 6,176 6,176 As of June 30, 2016 Level 1 Level 2 Level 3 Total Assets: Available for sale securities $ 261 $ — $ — $ 261 Foreign currency contracts — 435 — 435 Liabilities: Interest rate swaps — 3,573 — 3,573 Foreign currency contracts — 323 — 323 Contingent consideration — — 1,265 1,265 Available for sale securities represent an investment in Zoo Digital Group PLC (“Zoo”), a provider of software and software-led services for the filmed entertainment and pharmaceutical markets, and is reported at fair value based on quoted market prices. The fair value of interest rate swaps and foreign currency contracts are based on pricing models that rely on market observable inputs such as yield curves, currency exchange rates and forward prices. The Company maintains two amortizing interest rate swaps that mature in December 2017. The swaps are being used to hedge the exposure to changes in the market London Interbank Offered Rate (“LIBOR”) or Euro Interbank Offered Rate (“EURIBOR”). At March 31, 2017 and June 30, 2016, one of the swaps had a notional amount of £83,955 and £84,608 respectively, whereby the Company pays a fixed rate of interest of 1.1649% and receives a variable rate based on LIBOR on the amortizing notional amount. The other swap had a notional amount of €96,783 and €97,786, respectively, whereby the Company pays a fixed rate of interest of 1.0139% and receives a variable rate based on EURIBOR on the amortizing notional amount. As of March 31, 2017 and June 30, 2016, the swaps had a negative fair value of $1,658 and $3,573, respectively, which is included in other current liabilities and other long-term liabilities at those respective dates in the condensed consolidated balance sheets. The Company has not designated these interest rate swaps as effective hedges and, as such, the change in the fair value each period is recorded in other income (expense), net. In connection with the acquisitions of BluePrint in July 2015 and i3 in November 2016, payment of a portion of the respective purchase prices are contingent upon the achievement of certain operating results ( see Note 4) . The Company estimated the acquisition date fair value of the contingent consideration as the present value of the expected contingent payments, determined using the weighted probabilities of the possible payments. The Company is required to reassess the fair value of contingent payments on a periodic basis. The significant inputs used in the estimate of this obligation includes numerous possible scenarios for the payments based on the contractual terms of the contingent consideration, for which probabilities are assigned to each scenario, which are then discounted based on an individual risk analysis of the liability. Although the Company believes its estimates and assumptions are reasonable, different assumptions, including those regarding the operating results of the respective businesses, or changes in the future may result in different estimated amounts. Other than translation adjustments, there were no changes in the balance of the contingent consideration during the nine months ended March 31, 2017. The acquisition date fair value of the contingent consideration for the i3 acquisition remains subject to adjustment upon finalization of the preliminary purchase price allocation as described in Note 4. |
Other Income (Expense), net
Other Income (Expense), net | 9 Months Ended |
Mar. 31, 2017 | |
Other Income (Expense), net | |
Other Income (Expense), net | Note 9—Other Income (Expense), net Other income (expense), net is comprised of the following for the three and nine months ended March 31, 2017 and 2016: Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Gain (loss) on derivatives $ 494 $ (752) $ 1,686 $ (935) Foreign currency gains (losses) 1,355 (510) 6,070 (3,850) Other 49 — 49 (12) Other income (expense), net $ 1,898 $ (1,262) $ 7,805 $ (4,797) |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Mar. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss). | |
Accumulated Other Comprehensive Income (Loss) | Note 10—Accumulated Other Comprehensive Income (Loss) The change in accumulated other comprehensive income (loss) for the nine months ended March 31, 2017 and 2016 is as follows: Foreign Currency Translation Adjustments and Available for Pension other Sale Securities Adjustments Total Balance as of June 30, 2016 $ (77,428) $ 32 $ 14,106 $ (63,290) Other comprehensive income (loss) (a) (26,225) 7 (1,083) (27,301) Balance as of March 31, 2017 $ (103,653) $ 39 $ 13,023 $ (90,591) (a) Includes $1,881 of unrealized foreign currency gains related to intercompany foreign currency transactions that are of a long-term investment nature and a net investment hedge. Foreign Currency Translation Available for Pension Adjustments Sale Securities Adjustments Total Balance as of June 30, 2015 $ (33,045) $ 15 $ 19,743 $ (13,287) Other comprehensive income (loss) (22,764) 89 (2,087) (24,762) Other comprehensive income from noncontrolling interest due to the purchase of CD Cartondruck GmbH (12) — — (12) Balance as of March 31, 2016 $ (55,821) $ 104 $ 17,656 $ (38,061) There were no amounts reclassified from accumulated other comprehensive income during the nine months ended March 31, 2017. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2017 | |
Income Taxes | |
Income Taxes | Note 11—Income Taxes For the three and nine months ended March 31, 2017 and 2016, the effective tax rates which includes the impact of discrete items, were as follows: Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Effective tax rate provision (benefit) (13.6) % 63.1 % 7.9 % 43.7 % Our effective tax rate differs from the US federal statutory income tax rate of 35.0%, due to the mix and levels between United States and foreign earnings. Included in the nine months ended March 31, 2017 was a benefit of $778 related to a reduction in the enacted UK statutory tax rate, an expense of $884 related to the finalization of certain audits and a benefit of $1,462 related to recognized benefits for liquidations of certain of the Company’s dormant subsidiaries. Excluding these discrete items, the effective tax rate for the nine months ended March 31, 2017 is lower than the statutory rate primarily due to the mix of earnings, which includes the impact of the debt extinguishment charges recorded associated with the Fifth Amendment (see Note 13). In October 2015, the Mexican Tax Authorities concluded their audit of the 2008 tax year and issued an assessment. The Company has won a case in the Mexican Tax Court related to this assessment; however the Mexican tax authorities have appealed the result. The Company has been indemnified for all taxes payable and unrecognized tax positions by ASG from the prior owners. During the nine months ended March 31, 2017 and 2016, cash paid for taxes was $10,651 and $10,036, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Mar. 31, 2017 | |
Employee Benefit Plans | |
Employee Benefit Plans | Note 12—Employee Benefit Plans Defined Benefit Plans The Company maintains a number of defined benefit pension plans for the benefit of its employees throughout the world, which vary depending on the conditions and practices in the countries concerned. The principal defined benefit pension plan is the Field Group Pension Plan in the United Kingdom. The assets of the plan are held in an external trustee-administered fund. The Company also operates two further defined benefit pension plans in the United Kingdom (known as the Chesapeake pension plan and the GCM pension plan), as well as a number of defined benefit arrangements in France and Germany. The defined benefit pension plans in the United Kingdom are funded while the French and German plans are mainly unfunded. The benefits are based on a fixed rate of pay per year depending on the department worked in and function of the participant. Charges to expense are based upon costs computed using actuarial assumptions. For the three and nine months ended March 31, 2017 and 2016, the components of total periodic benefit costs were as follows: Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Components of net periodic benefit (benefit) cost: Service cost $ 846 $ 924 $ 2,583 $ 2,865 Interest cost 3,686 4,837 11,326 15,419 Expected return on plan assets (4,722) (5,745) (14,508) (18,315) Net periodic (benefit) cost $ (190) $ 16 $ (599) $ (31) |
Indebtedness
Indebtedness | 9 Months Ended |
Mar. 31, 2017 | |
Indebtedness | |
Indebtedness | Note 13—Indebtedness Total borrowings outstanding are summarized as follows: As of As of March 31, 2017 June 30, 2016 Term Loans, due September 2020 Dollar Tranche A Term Loan $ 92,398 $ 94,851 Dollar Tranche B Term Loan 249,286 255,909 Dollar Tranche C Term Loan 102,504 105,223 Sterling Term Loan 107,165 118,379 Euro Term Loan 138,455 146,744 Term Loan, due October 2023 Dollar Tranche D Term Loan 215,322 — Less: discount and issuance costs (14,728) (12,868) Total Term Loans, net of discount and issuance costs 890,402 708,238 Notes Payable, due August 2021, net of discount and issuance costs — 196,743 Other borrowings: Borrowings under Credit Agreement 17,000 — Foreign debt 1,203 2,137 Capital leases 59 705 Total borrowings outstanding 908,664 907,823 Less: short-term foreign borrowings and current portion of (25,652) (7,307) Long-term debt, less current portion $ 883,012 $ 900,516 On October 14, 2016, certain wholly owned subsidiaries of the Company entered into that certain Fifth Amendment to the Credit Agreement and Third Incremental Joinder by and among Multi Packaging Solutions Limited, MPS/CSK Holdings, Inc., Multi Packaging Solutions, Inc., certain other wholly owned subsidiaries of MPS, the lenders party thereto and Barclays Bank PLC in its capacities as administrative agent and collateral agent (the “Fifth Amendment”). The Fifth Amendment includes a new $220,000 U.S. Dollar tranche D term loan maturing in October 2023 (the “Incremental Term Loan”). The interest rate margin applicable to the Incremental Term Loan is 3.25% above LIBOR, subject to a 1.00% LIBOR floor. The proceeds of the Incremental Term Loan were used, in part, to redeem the outstanding $200,000 in aggregate principal amount of 8.500% Senior Notes due 2021 (the “Notes”) on October 17, 2016 at a redemption price equal to 106.375% of the outstanding principal amount of the Notes plus accrued and unpaid interest. Funds in an amount sufficient to fully pay the redemption price were deposited with the trustee for the Notes on October 14, 2016, and the Notes and related indenture were fully satisfied and discharged as of October 14, 2016. The Fifth Amendment also lowered the interest rate margin on the existing Euro tranche B term loan to 3.25% above EURIBOR and the interest rate margin on the existing British Pound Sterling tranche B term loan to 4.00% above LIBOR, in each case subject to a 1.00% EURIBOR/LIBOR floor. The maturity of each of the existing Euro tranche B term loan and British Pound Sterling tranche B term loan remains September 2020. Finally, the Fifth Amendment increased the size of Multi Packaging Solutions, Inc.’s U.S. Dollar Revolving Credit Facility to $70,000. There were no changes to the Multi Currency Revolving Credit Facility which remained at £50,000. As a result of these transactions, the Company recorded charges totaling $16,569 in the three months ended December 31, 2016. The charge represents the premium paid and the write-off of discount and issue costs upon the redemption of the Notes, and to a lesser extent, certain fees associated with the transactions. There was $17,000 of outstanding borrowings under the U.S. Dollar Revolving Credit Facility as of March 31, 2017, which was used to fund the acquisition of PAL (see note 19). No amounts were outstanding under the credit facilities as of June 30, 2016. As of March 31, 2017 and June 30, 2016, the Company was in compliance with all associated covenants. The carrying amount of the Company’s borrowings approximate their fair value. |
Restructuring Related Costs
Restructuring Related Costs | 9 Months Ended |
Mar. 31, 2017 | |
Restructuring Related Costs | |
Restructuring Related Costs | Note 14—Restructuring Related Costs The Company has announced closures of various facilities during fiscal 2017 and 2016, which include the facilities in Montargis, France; Portsmouth, United Kingdom; Louisville, United States; Bradford, United Kingdom; Stuttgart, Germany; and Melrose Park, United States. The following is a summary of the activity with respect to the Company’s restructuring related costs, which are principally related to these items. Severance and Costs Associated with Exit Employee Related or Disposal Activities Total Balance at June 30, 2016 $ 3,476 $ 299 $ 3,775 Restructuring related costs 10,212 695 10,907 Amounts paid (8,970) (937) (9,907) Other (principally foreign currency translation) (733) — (733) Balance at March 31, 2017 $ 3,985 $ 57 $ 4,042 Severance and Costs Associated with Exit Employee Related or Disposal Activities Total Balance at June 30, 2015 $ 256 $ 776 $ 1,032 Restructuring related costs 2,536 1,733 4,269 Amounts paid (2,294) (2,106) (4,400) Balance at March 31, 2016 $ 498 $ 403 $ 901 These costs are primarily recorded in cost of goods sold in the accompanying condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended March 31, 2017 and 2016. Accrued restructuring related costs are included in other current liabilities on the condensed consolidated balance sheets. The total restructuring related costs for the nine months ended March 31, 2017 were principally recorded in the Europe segment, while the total restructuring related costs for the nine months ended March 31, 2016 were principally recorded in the North America segment. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 15—Commitments and Contingencies The Company participates in multiple collective bargaining agreements with various unions, which provide specified benefits to certain union employees. Approximately 7% of the Company’s employees in North America are unionized and approximately 75% of the Company’s employees in Europe are members of a union or works counsel or otherwise covered by labor agreements. The collective bargaining contract agreements with the various unions in North America are set to expire at various dates through 2017, at which time, the Company expects to negotiate a renewal of the agreements. Such agreements in Europe and Asia are continuous. The Company is involved in various proceedings, legal actions and claims arising in the normal course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. The Company records amounts for losses that are deemed to be probable and subject to reasonable estimate. The Company does not anticipate losses as a result of these proceedings that would materially affect the Company’s consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions | |
Related Party Transactions | Note 16—Related Party Transactions Certain affiliates of Carlyle hold approximately $41,612 principal amount of the Company’s outstanding debt obligations under the Term Loans (see Note 13) as of March 31, 2017. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Mar. 31, 2017 | |
Stock Based Compensation | |
Stock Based Compensation | Note 17—Stock Based Compensation The Company recognized compensation expense related to awards under its stock based compensation plans as follows: Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Performance Based Units $ — $ — $ — $ 9,460 2014 Equity Incentive Plan — — — 16,352 Payroll taxes relating to stock based compensation — — — 723 — — — 26,535 2015 Incentive Award Plan 692 75 1,938 225 Other 34 29 322 304 Total $ 726 $ 104 $ 2,260 $ 27,064 Performance Based Units In connection with Carlyle’s acquisition of Chesapeake, certain members of Chesapeake’s management were allowed to co-invest with Carlyle in an entity controlled by Carlyle that holds an investment in the Company. At the time of the grant, those members of management that invested alongside Carlyle received a specified number of common shares, which were subject to a performance-based ratchet (the “Ratchet”). Pursuant to the Ratchet, members of management’s ownership percentage could increase based on Chesapeake completing an “Exit” that resulted in a specified return on invested capital (“MOIC”) and internal rate of return (“IRR”) for certain investors. An Exit is defined as the completion of a liquidating event, which includes the completion of an initial public offering (“IPO”). Since a liquidity event, including an IPO, is generally not probable until it occurs, no compensation cost had been recognized in the financial statements through the initial public offering date. On October 22, 2015, the Company completed its IPO ( see Note 1 ) and accordingly the performance-based units vested and the Company recognized stock based compensation expense of approximately $9,460 at that time. The expense at the time of the IPO was calculated using the IPO stock price of $13 per share on a per share equivalent basis of Carlyle shares, less a lack of marketability discount rate due to the shares not being freely tradeable by the members of management. 2014 Equity Incentive Plan (Mustang Investment Holdings L.P.) The 2014 Equity Incentive Plan (the “2014 Plan”) provides for profits interests and restricted capital interests in Mustang Investment Holdings L.P. (“Holdings”) to be granted to directors, officers and employees of the Company. Time-vesting profits interests vested twenty percent per year on each of the first five anniversaries of August 15, 2013, as per the applicable award agreement. All performance-vesting profits interests would vest based on Holdings’ principal investors obtaining various thresholds of an internal rate of return as defined in the 2014 Plan, which represents a performance condition. Since the profits interests issued under the 2014 Plan are for interests in Holdings, which is outside of the consolidated group, the value of the profits interests was marked to market at each of the Company’s reporting periods. On October 22, 2015, the Company completed its IPO and in connection with the IPO the performance-vesting profits interests vested and the Company accelerated the vesting of the time-vesting profits interest. The Company recognized compensation expense related to awards under the 2014 Plan as follows: Nine Months Ended March 31, 2016 Time vesting profits interests $ 5,569 Time vesting restricted capital interests 3,410 Performance-vesting profits interests 7,373 Total $ 16,352 2014 Plan—Profits Interests Valuation The Company calculated the estimated fair value of each award as of the reporting date for each grant prior to the IPO using the Black–Scholes option valuation model. The expense at the time of the IPO was calculated using the IPO stock price of $13 per share on a per share equivalent basis of Holdings shares less a lack of marketability discount rate due to the shares not being freely tradeable. At the time of the Company’s IPO all the profits interests in Holdings were converted on an equivalent share basis. As of June 30, 2016, there are no profits interests outstanding, nor is there any unearned compensation related to unvested profits interests. 2014 Plan—Restricted Capital Interests Valuation For restricted capital interests issued under the 2014 Plan the Company calculated the estimated fair value of each award using the Black-Scholes option valuation model. The expense at the time of the IPO was calculated using the IPO stock price of $13 per share on a per share equivalent basis of Holdings shares less a lack of marketability discount rate due to the shares not being freely tradeable. At the time of the Company’s IPO all the restricted capital interests in Holdings were converted on an equivalent share basis. As of June 30, 2016, there are no restricted capital interests outstanding, nor is there any unearned compensation related to unvested restricted capital interests. 2015 Incentive Award Plan The Multi Packaging Solutions International Limited 2015 Incentive Award Plan (the “2015 Plan”) was adopted in October 2015 and provides for the grant of stock options, including incentive stock options and nonqualified stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation rights, and other stock or cash-based awards. All awards under the 2015 Plan are granted pursuant to award agreements, which, together with the 2015 Plan, detail the terms and conditions of the awards, including any applicable vesting, payment terms and post-termination exercise limitations. Awards may be subject to performance criteria, which are determined by the Company’s Board of Directors (or a committee thereof), and that must be achieved in order for the awards to vest and/or be settled. An aggregate of 9,000 common shares was initially made available for issuance under the 2015 Plan. A summary of the stock activity for the nine months ended March 31, 2017 under the 2015 Plan is as follows: Number Weighted Average Grant Date Fair Value (per share) Non-vested as of June 30, 2016 171,854 $ 13.41 Granted 482,358 $ 13.72 Forfeited (23,271) $ 13.72 Vested (18,602) $ 13.98 Non-vested as of March 31, 2017 612,339 $ 13.78 As of March 31, 2017, $6,653 of unrecognized stock-based compensation expense related to non-vested restricted stock awards under the 2015 Incentive Award Plan is expected to be recognized over a weighted-average period of 2.4 years. In November 2016, the Company’s members approved the 2016 Incentive Award Plan (the “2016 Plan”), and since that time, no new awards may be granted under the 2015 Plan. No awards have been granted under the 2016 Plan. |
Segments
Segments | 9 Months Ended |
Mar. 31, 2017 | |
Segments | |
Segments | Note 18—Segments The Company operates its business along three operating segments, which are grouped on the basis of geography: North America, Europe and Asia. The Company believes this method of segment reporting reflects both the way its business segments are managed and the way the performance of each segment is evaluated. The three segments consist of similar operating activities as each segment produces similar products. The Company, including its Chief Operating Decision Maker, evaluates performance based on several factors, of which the primary financial measure is Adjusted EBITDA. Adjusted EBITDA is defined as segment net income before income taxes, interest, depreciation, amortization, restructuring, transaction, stock-based compensation and certain other costs that do not relate to the segment’s ongoing operations. A reconciliation of Adjusted EBITDA to consolidated net income is provided in the tables below. Inter-segment sales and transfers, which were not material, are accounted for as if the sales or transfers were to third parties, at current market prices. Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Net Sales North America $ 185,456 $ 193,866 $ 556,165 $ 610,843 Europe 175,128 184,492 551,908 606,876 Asia 22,049 20,826 68,511 69,873 Total Net Sales $ 382,633 $ 399,184 $ 1,176,584 $ 1,287,592 Depreciation and Amortization North America $ 14,173 $ 15,258 $ 42,812 $ 45,462 Europe 13,344 15,261 41,035 49,000 Asia 725 933 2,538 3,028 Total Depreciation and Amortization $ 28,242 $ 31,452 $ 86,385 $ 97,490 Operating Income North America $ 6,195 $ 11,945 $ 25,007 $ 21,242 Europe 9,319 12,303 36,957 42,846 Asia 3,562 1,765 9,753 9,727 Total Operating Income $ 19,076 $ 26,013 $ 71,717 $ 73,815 Adjusted EBITDA North America $ 24,263 $ 26,581 $ 75,691 $ 88,382 Europe 24,264 29,063 82,358 103,423 Asia 4,331 2,707 12,406 13,148 Total Adjusted EBITDA $ 52,858 $ 58,351 $ 170,455 $ 204,953 Nine Months Ended March 31, 2017 2016 Capital Expenditures North America $ 15,152 $ 12,867 Europe 25,087 18,846 Asia 1,157 5,006 Total Capital Expenditures $ 41,396 $ 36,719 As of March 31, As of June 30, 2017 2016 Total Assets North America $ 765,181 $ 754,418 Europe 834,808 883,361 Asia 69,729 69,811 Total Assets $ 1,669,718 $ 1,707,590 The Company’s product offerings consist of print-based specialty packaging products across the consumer, healthcare and multi-media end markets. The Company produces similar products including labels, cartons, inserts and rigid packaging (the “Specific Products”) in all of the geographies it serves, and in all of the end markets it serves. These Specific Products represent one product line. The nature of a specific carton, label, insert or rigid package is similar from end market to end market and geography to geography. Oftentimes, the Specific Products sold to the customer are bundled, including both label and carton, or label, carton and insert or any combination thereof. The following are summaries of gross sales estimated by product category and of net sales estimated by end markets for the respective periods: Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Premium Folding Cartons $ 245,953 $ 257,827 $ 767,581 $ 842,704 Inserts 55,996 56,274 172,237 183,361 Labels 38,087 36,216 106,128 101,865 Rigid Packaging 20,840 23,181 81,083 89,104 Other Consumer Products 48,775 57,576 133,101 167,716 Total 409,651 431,074 1,260,130 1,384,750 Sales Reserves and Eliminations (27,018) (31,890) (83,546) (97,158) Total Net Sales $ 382,633 $ 399,184 $ 1,176,584 $ 1,287,592 Consumer $ 194,335 $ 199,578 $ 602,297 $ 659,664 Healthcare 160,709 166,791 459,020 474,604 Multi-Media 27,589 32,815 115,267 153,324 Total Net Sales $ 382,633 $ 399,184 $ 1,176,584 $ 1,287,592 The following is a reconciliation of EBITDA and Adjusted EBITDA to consolidated net income. Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Consolidated net income (loss) $ 10,281 $ 3,613 $ 21,620 $ 8,693 Depreciation and amortization 28,242 31,452 86,385 97,490 Interest expense 11,927 14,896 39,472 49,641 Income tax expense (benefit) (1,234) 6,178 1,861 6,753 EBITDA 49,216 56,139 149,338 162,577 Transaction costs 2,655 371 3,477 2,785 Stock based and deferred compensation 726 104 2,260 27,064 Debt extinguishment charges — 64 16,569 3,931 Purchase accounting adjustments 372 255 722 878 Restructuring related costs 4,254 693 10,907 4,269 (Gain) loss on sale of fixed assets (1,471) 236 (2,454) 598 Foreign currency (gains) losses (1,355) 510 (6,070) 3,850 Other adjustments to EBITDA (1,539) (21) (4,294) (999) Adjusted EBITDA $ 52,858 $ 58,351 $ 170,455 $ 204,953 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2017 | |
Subsequent Events. | |
Subsequent Events | Note 19—Subsequent Events In April 2017, the Company acquired the assets and business of Paris Art Label Company (“PAL”), a manufacturer of labels and shrink sleeve products to the branded consumer marketplace in the United States. The acquisition is part of the Company’s previously announced strategy to expand its capability and presence in the label sector globally. Net sales for PAL for the most recently completed 12 months prior to the acquisition were approximately $26,000. The preliminary purchase price included cash consideration of $16,500 which remains subject to a working capital adjustment with the seller. Additional cash consideration may be paid based on the acquired business’ EBITDA, as defined in the purchase agreement, over the next three years. Such additional cash consideration may range from zero to $11,500. |
Basis of Presentation - Summary
Basis of Presentation - Summary of Significant Accounting (Policies) | 9 Months Ended |
Mar. 31, 2017 | |
Basis of Presentation | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements as of March 31, 2017 and for the three and nine months ended March 31, 2017 and 2016 have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of March 31, 2017 and the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended March 31, 2017 and 2016 and the statements of cash flows for the nine months ended March 31, 2017 and 2016 and statement of shareholders’ equity for the nine months ended March 31, 2017 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the consolidated financial position, operating results and cash flows for the periods presented. The results for the three and nine months ended March 31, 2017 are not necessarily indicative of results to be expected for the fiscal year ending June 30, 2017 or for any future interim period. The condensed consolidated balance sheet at June 30, 2016 has been derived from the audited consolidated financial statements of the Company. However, the interim financial information does not include all of the information and notes required by GAAP for complete consolidated financial statements. The accompanying condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements for the fiscal year June 30, 2016, and notes thereto included in the Company’s Annual Report on Form 10-K. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Multi Packaging Solutions International Limited and its controlled subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. In September 2016, the Company acquired a portion of the remaining noncontrolling interest in one of its subsidiaries, MPS Denver, LLC (“Denver”) for a nominal amount. The transaction was accounted for as an acquisition of noncontrolling interest and included in the statement of stockholders’ equity. As of March 31, 2017, the Company owns 80% of the outstanding ownership interests in Denver. |
Newly Adopted Accounting Pronouncements | Newly Adopted Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . ASU No. 2016-15 provides guidance on eight specific cash flow issues. The amendments in this update are effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted provided all of the amendments are adopted in the same period, and if adopted in an interim period, any adjustments should be reflected as of the beginning of that annual period. The Company elected to early adopt the provisions of ASU No. 2016-15 during the second fiscal quarter. The adoption of the new guidance did not materially impact the Company’s consolidated statements of cash flows. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718) . ASU No. 2016-09 requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. It also will allow an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within such annual period. Early adoption is permitted, however all of the guidance must be adopted in the same period under the transition requirements. The Company elected to early adopt the provisions of ASU No. 2016-09 as of July 1, 2016, which is the beginning of the current fiscal year. The adoption of the new guidance did not materially impact the Company’s consolidated financial position or results of operations. The Company elected to account for forfeitures when they occur. Recently Issued Accounting Pronouncements In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . The changes to the standard require employers to report the service cost component in the same line item as other compensation costs arising from services rendered by employees during the reporting period. The other components of net benefit costs will be presented in the statement of operations separately from the service cost and outside of a subtotal of operating income from operations. In addition, only the service cost component may be eligible for capitalization where applicable. ASU No. 2017-07 is effective for annual periods beginning after December 15, 2017, including interim periods within such annual period. The Company is currently evaluating the potential impacts of adopting the provisions of ASU No. 2017-07. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . ASU 2017-04 eliminates step 2 from the annual goodwill impairment test no longer requiring the comparison of the implied fair value of a reporting unit's goodwill with the carrying amount of goodwill. Early adoption is permitted and the guidance requires a prospective application. The guidance is effective for annual periods beginning after December 15, 2019, and the annual and any interim goodwill impairment tests within such fiscal year. The Company is currently evaluating the potential impacts of adopting the provisions of ASU No. 2017-04. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory . ASU No. 2016-16 eliminates the exception of recognizing, at the time of transfer, current and deferred income taxes for intra-entity asset transfers other than inventory. The amendments in this update are effective for annual periods beginning after December 15, 2017, and interim periods within such annual period. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements have not been issued. The Company expects to adopt this guidance as of July 1, 2017 (beginning of fiscal year 2018). The adoption of the provisions of ASU No. 2016-16 is not expected to have a material impact on the Company’s consolidated financial position or results of operations. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires measurement and recognition of expected credit losses for financial assets held. The amendments in this update are effective for annual periods beginning after December 15, 2019, and interim periods within such annual period. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within such year. The Company is currently evaluating the potential impacts of adopting the provisions of ASU No. 2016-13. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . ASU No. 2016-02 requires an entity to recognize lease assets and lease liabilities on the balance sheet and to disclose key information about the entity’s leasing arrangements. Lease expenses will be recognized in the income statement in a manner similar to existing requirements. The amendments in this update are effective for annual periods beginning after December 15, 2018, and interim periods within such annual period, and must be adopted using a modified retrospective method for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the potential effects of adopting the provisions of ASU No. 2016-02. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU No. 2015-11 requires inventory measured using any method other than last-in, first out or the retail inventory method to be subsequently measured at the lower of cost or net realizable value, rather than at the lower of cost or market. ASU No. 2015-11 is effective for annual reporting periods beginning after December 15, 2016 and for interim periods within such annual period. Early application is permitted. The Company is currently evaluating the potential effects of adopting the provisions of ASU No. 2015-11. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU No. 2014-09 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition , and most industry-specific guidance throughout the Industry Topics of the Codification. Additionally, ASU No. 2014-09 supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts . Under ASU No. 2014-09, an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2014-09 also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Additionally, in May 2016, the FASB issued ASU 2016-12, Revenue from contracts with customers (Topic 606): Narrow-scope improvements and practical expedients , which contains certain provisions and practical expedients in response to identified implementation issues. The guidance is effective for annual reporting periods beginning after December 15, 2017 and for interim periods within such annual period, with early application prohibited for annual reporting periods beginning after December 15, 2016. Either full retrospective or modified retrospective adoption is permitted. The Company is evaluating the transition method that will be elected and the potential effects of adopting the provisions of ASU No. 2014-09. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share | |
Earnings Per Share Computation | Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Numerator: Net income available to common $ 10,754 $ 3,783 $ 22,878 $ 8,873 Denominator: Weighted average number of 77,696 77,452 77,583 71,076 Effect of unvested restricted stock and restricted stock units * — — — — Weighted average number of 77,696 77,452 77,583 71,076 Basic earnings per common share $ 0.14 $ 0.05 $ 0.29 $ 0.12 Dilutive earnings per common share $ 0.14 $ 0.05 $ 0.29 $ 0.12 * The effect of unvested restricted stock and restricted stock units for the three and nine months ended March 31, 2017 was not material. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Acquisitions | |
Preliminary Purchase Price Allocation to Assets Acquired and Liabilities Assumed | i3 AJS Total Purchase Price: Cash paid, net of cash acquired $ 12,852 $ 13,913 $ 26,765 Equity issued 3,000 — 3,000 Fair value of contingent consideration 5,000 — 5,000 Total investment: $ 20,852 $ 13,913 $ 34,765 Allocation: Current assets $ 1,835 $ 3,779 $ 5,614 Property, plant and equipment 3,090 2,388 5,478 Identifiable intangible assets 6,000 4,790 10,790 Deferred taxes — (1,020) (1,020) Assumed liabilities (4,030) (1,910) (5,940) Goodwill 13,957 5,886 19,843 $ 20,852 $ 13,913 $ 34,765 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Inventories | |
Inventories | As of As of March 31, 2017 June 30, 2016 Raw materials $ 51,120 $ 52,964 Work in progress 23,530 28,806 Finished goods 79,222 83,847 $ 153,872 $ 165,617 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Intangible Assets | |
Intangible Assets | Gross Carrying Accumulated Weighted Average As of March 31, 2017 Amount Amortization Net Useful Life (Years) Customer relationships $ 440,849 $ (153,556) $ 287,293 20 Developed technology 22,549 (10,441) 12,108 5 Photo library 1,501 (883) 618 5 Licensing agreements 3,300 (940) 2,360 20 Total $ 468,199 $ (165,820) $ 302,379 Gross Carrying Accumulated Weighted Average As of June 30, 2016 Amount Amortization Net Useful Life (Years) Customer relationships $ 450,505 $ (122,540) $ 327,965 20 Developed technology 17,746 (8,256) 9,490 5 Photo library 1,396 (667) 729 5 Licensing agreements 3,372 (698) 2,674 20 Total $ 473,019 $ (132,161) $ 340,858 |
Schedule of Amortization expense included in selling, general and administrative expenses | Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Amortization of intangible assets $ 12,580 $ 13,557 $ 37,798 $ 41,665 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Goodwill. | |
Summary of Changes in Carrying Value of Goodwill by Reportable Segment | North America Europe Asia Total Balance as of June 30, 2016 $ 258,081 $ 205,804 $ 829 $ 464,714 Acquisition activity 13,753 5,886 — 19,639 Translation adjustments — (8,435) (7) (8,442) Balance as of March 31, 2017 $ 271,834 $ 203,255 $ 822 $ 475,911 |
Fair Value of Financial Instr32
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Fair Value of Financial Instruments | |
Financial Assets and Liabilities Carried at Fair Value on Recurring Basis | As of March 31, 2017 Level 1 Level 2 Level 3 Total Assets: Available for sale securities $ 268 $ — $ — $ 268 Liabilities: Interest rate swaps — 1,658 — 1,658 Contingent consideration — — 6,176 6,176 As of June 30, 2016 Level 1 Level 2 Level 3 Total Assets: Available for sale securities $ 261 $ — $ — $ 261 Foreign currency contracts — 435 — 435 Liabilities: Interest rate swaps — 3,573 — 3,573 Foreign currency contracts — 323 — 323 Contingent consideration — — 1,265 1,265 |
Other Income (Expense), net (Ta
Other Income (Expense), net (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Other Income (Expense), net | |
Schedule of Other income (expense), Net | Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Gain (loss) on derivatives $ 494 $ (752) $ 1,686 $ (935) Foreign currency gains (losses) 1,355 (510) 6,070 (3,850) Other 49 — 49 (12) Other income (expense), net $ 1,898 $ (1,262) $ 7,805 $ (4,797) |
Accumulated Other Comprehensi34
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss). | |
Change in Accumulated Other Comprehensive Income (Loss) | Foreign Currency Translation Adjustments and Available for Pension other Sale Securities Adjustments Total Balance as of June 30, 2016 $ (77,428) $ 32 $ 14,106 $ (63,290) Other comprehensive income (loss) (a) (26,225) 7 (1,083) (27,301) Balance as of March 31, 2017 $ (103,653) $ 39 $ 13,023 $ (90,591) (a) Includes $1,881 of unrealized foreign currency gains related to intercompany foreign currency transactions that are of a long-term investment nature and a net investment hedge. Foreign Currency Translation Available for Pension Adjustments Sale Securities Adjustments Total Balance as of June 30, 2015 $ (33,045) $ 15 $ 19,743 $ (13,287) Other comprehensive income (loss) (22,764) 89 (2,087) (24,762) Other comprehensive income from noncontrolling interest due to the purchase of CD Cartondruck GmbH (12) — — (12) Balance as of March 31, 2016 $ (55,821) $ 104 $ 17,656 $ (38,061) |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Income Taxes | |
Reconciliations of Expected Income Taxes | Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Effective tax rate provision (benefit) (13.6) % 63.1 % 7.9 % 43.7 % |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Employee Benefit Plans | |
Net Periodic Benefit Cost | Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Components of net periodic benefit (benefit) cost: Service cost $ 846 $ 924 $ 2,583 $ 2,865 Interest cost 3,686 4,837 11,326 15,419 Expected return on plan assets (4,722) (5,745) (14,508) (18,315) Net periodic (benefit) cost $ (190) $ 16 $ (599) $ (31) |
Indebtedness (Tables)
Indebtedness (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Indebtedness | |
Total Borrowings Outstanding | As of As of March 31, 2017 June 30, 2016 Term Loans, due September 2020 Dollar Tranche A Term Loan $ 92,398 $ 94,851 Dollar Tranche B Term Loan 249,286 255,909 Dollar Tranche C Term Loan 102,504 105,223 Sterling Term Loan 107,165 118,379 Euro Term Loan 138,455 146,744 Term Loan, due October 2023 Dollar Tranche D Term Loan 215,322 — Less: discount and issuance costs (14,728) (12,868) Total Term Loans, net of discount and issuance costs 890,402 708,238 Notes Payable, due August 2021, net of discount and issuance costs — 196,743 Other borrowings: Borrowings under Credit Agreement 17,000 — Foreign debt 1,203 2,137 Capital leases 59 705 Total borrowings outstanding 908,664 907,823 Less: short-term foreign borrowings and current portion of (25,652) (7,307) Long-term debt, less current portion $ 883,012 $ 900,516 |
Restructuring Related Costs (Ta
Restructuring Related Costs (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Restructuring Related Costs | |
Summary of Activity with Respect to Reserve Established in Connection with Restructuring Plan | Severance and Costs Associated with Exit Employee Related or Disposal Activities Total Balance at June 30, 2016 $ 3,476 $ 299 $ 3,775 Restructuring related costs 10,212 695 10,907 Amounts paid (8,970) (937) (9,907) Other (principally foreign currency translation) (733) — (733) Balance at March 31, 2017 $ 3,985 $ 57 $ 4,042 Severance and Costs Associated with Exit Employee Related or Disposal Activities Total Balance at June 30, 2015 $ 256 $ 776 $ 1,032 Restructuring related costs 2,536 1,733 4,269 Amounts paid (2,294) (2,106) (4,400) Balance at March 31, 2016 $ 498 $ 403 $ 901 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Stock Based Compensation | |
Compensation Expense Related to Awards Under Stock Option Plans | Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Performance Based Units $ — $ — $ — $ 9,460 2014 Equity Incentive Plan — — — 16,352 Payroll taxes relating to stock based compensation — — — 723 — — — 26,535 2015 Incentive Award Plan 692 75 1,938 225 Other 34 29 322 304 Total $ 726 $ 104 $ 2,260 $ 27,064 |
Compensation Expense Related to Awards | Nine Months Ended March 31, 2016 Time vesting profits interests $ 5,569 Time vesting restricted capital interests 3,410 Performance-vesting profits interests 7,373 Total $ 16,352 |
Schedule of Nonvested Restricted Stock And Restricted Stock Unit Activity | Number Weighted Average Grant Date Fair Value (per share) Non-vested as of June 30, 2016 171,854 $ 13.41 Granted 482,358 $ 13.72 Forfeited (23,271) $ 13.72 Vested (18,602) $ 13.98 Non-vested as of March 31, 2017 612,339 $ 13.78 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Segments | |
Schedule of Segment Reporting Information, by Segment | Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Net Sales North America $ 185,456 $ 193,866 $ 556,165 $ 610,843 Europe 175,128 184,492 551,908 606,876 Asia 22,049 20,826 68,511 69,873 Total Net Sales $ 382,633 $ 399,184 $ 1,176,584 $ 1,287,592 Depreciation and Amortization North America $ 14,173 $ 15,258 $ 42,812 $ 45,462 Europe 13,344 15,261 41,035 49,000 Asia 725 933 2,538 3,028 Total Depreciation and Amortization $ 28,242 $ 31,452 $ 86,385 $ 97,490 Operating Income North America $ 6,195 $ 11,945 $ 25,007 $ 21,242 Europe 9,319 12,303 36,957 42,846 Asia 3,562 1,765 9,753 9,727 Total Operating Income $ 19,076 $ 26,013 $ 71,717 $ 73,815 Adjusted EBITDA North America $ 24,263 $ 26,581 $ 75,691 $ 88,382 Europe 24,264 29,063 82,358 103,423 Asia 4,331 2,707 12,406 13,148 Total Adjusted EBITDA $ 52,858 $ 58,351 $ 170,455 $ 204,953 |
Schedule of Capital Expenditure By Segment | Nine Months Ended March 31, 2017 2016 Capital Expenditures North America $ 15,152 $ 12,867 Europe 25,087 18,846 Asia 1,157 5,006 Total Capital Expenditures $ 41,396 $ 36,719 |
Reconciliation of Assets from Segment to Consolidated | As of March 31, As of June 30, 2017 2016 Total Assets North America $ 765,181 $ 754,418 Europe 834,808 883,361 Asia 69,729 69,811 Total Assets $ 1,669,718 $ 1,707,590 |
Revenue from External Customers by Products and Services | Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Premium Folding Cartons $ 245,953 $ 257,827 $ 767,581 $ 842,704 Inserts 55,996 56,274 172,237 183,361 Labels 38,087 36,216 106,128 101,865 Rigid Packaging 20,840 23,181 81,083 89,104 Other Consumer Products 48,775 57,576 133,101 167,716 Total 409,651 431,074 1,260,130 1,384,750 Sales Reserves and Eliminations (27,018) (31,890) (83,546) (97,158) Total Net Sales $ 382,633 $ 399,184 $ 1,176,584 $ 1,287,592 Consumer $ 194,335 $ 199,578 $ 602,297 $ 659,664 Healthcare 160,709 166,791 459,020 474,604 Multi-Media 27,589 32,815 115,267 153,324 Total Net Sales $ 382,633 $ 399,184 $ 1,176,584 $ 1,287,592 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Consolidated net income (loss) $ 10,281 $ 3,613 $ 21,620 $ 8,693 Depreciation and amortization 28,242 31,452 86,385 97,490 Interest expense 11,927 14,896 39,472 49,641 Income tax expense (benefit) (1,234) 6,178 1,861 6,753 EBITDA 49,216 56,139 149,338 162,577 Transaction costs 2,655 371 3,477 2,785 Stock based and deferred compensation 726 104 2,260 27,064 Debt extinguishment charges — 64 16,569 3,931 Purchase accounting adjustments 372 255 722 878 Restructuring related costs 4,254 693 10,907 4,269 (Gain) loss on sale of fixed assets (1,471) 236 (2,454) 598 Foreign currency (gains) losses (1,355) 510 (6,070) 3,850 Other adjustments to EBITDA (1,539) (21) (4,294) (999) Adjusted EBITDA $ 52,858 $ 58,351 $ 170,455 $ 204,953 |
Nature of Business - Additional
Nature of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | Jan. 23, 2017$ / shares | Jun. 08, 2016shares | Oct. 22, 2015USD ($)$ / sharesshares | Oct. 08, 2015 | Mar. 31, 2017$ / shares | Jun. 30, 2016$ / shares | Oct. 07, 2015£ / shares | Oct. 07, 2015$ / shares |
Nature Of Business | ||||||||
Contributed capital, par | $ / shares | $ 1 | $ 1 | ||||||
Reverse stock split, ratio | 0.197 | |||||||
Merger Sub | ||||||||
Nature Of Business | ||||||||
Merger consideration share prices | $ / shares | $ 18 | |||||||
Statutory Merger Agreement | 0.75 | |||||||
Initial Public Offering | ||||||||
Nature Of Business | ||||||||
Initial public offering share of common stock issued | 16,500,000 | |||||||
Common stock issued price per share | $ / shares | $ 13 | |||||||
Common shares sold by Carlyle and certain current and former employees | 1,000,000 | |||||||
Number of shares of common stock attributable to exercise of underwriters option to purchase | 2,475,000 | |||||||
Proceeds from issuance of common stock | $ | $ 186,424 | |||||||
Extinguishment of Debt, Amount | $ | 182,414 | |||||||
Offering costs | $ | $ 7,024 | |||||||
Secondary Offering | ||||||||
Nature Of Business | ||||||||
Number of shares of common stock attributable to exercise of underwriters option to purchase | 1,500,000 | |||||||
Multi Packaging Solutions Global Holdings Limited | ||||||||
Nature Of Business | ||||||||
Ownership interest percentage | 100.00% | 100.00% | ||||||
Contributed capital, par | (per share) | £ 1 | $ 1 | ||||||
Madison Dearborn Partners Llc And Carlyle Group [Member] | Secondary Offering | ||||||||
Nature Of Business | ||||||||
Common shares sold by Carlyle and certain current and former employees | 10,000,000 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) | Mar. 31, 2017 |
Denver | |
Basic of Presentation | |
Ownership interest percentage | 80.00% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share | ||||
Net income available to common | $ 10,754 | $ 3,783 | $ 22,878 | $ 8,873 |
Weighted average number of common shares outstanding—basic | 77,696 | 77,452 | 77,583 | 71,076 |
Weighted Average Number of Shares Outstanding, Diluted, Total | 77,696 | 77,452 | 77,583 | 71,076 |
Basic earnings per common share | $ 0.14 | $ 0.05 | $ 0.29 | $ 0.12 |
Dilutive earnings per common share | $ 0.14 | $ 0.05 | $ 0.29 | $ 0.12 |
Acquisitions - (Details)
Acquisitions - (Details) £ in Thousands, $ in Thousands | Nov. 04, 2016USD ($)shares | Oct. 14, 2016GBP (£) | Oct. 14, 2016USD ($) | Jan. 26, 2016USD ($) | Jul. 01, 2015GBP (£) | Jul. 01, 2015USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2016USD ($) | Jul. 01, 2015USD ($) |
Business Acquisition | |||||||||||
Cash paid, net of cash acquired | $ 26,765 | $ 10,685 | |||||||||
Allocation: | |||||||||||
Goodwill | 475,911 | $ 475,911 | $ 464,714 | ||||||||
Identifiable intangible assets | 302,379 | 302,379 | 340,858 | ||||||||
Estimated fair value of contingent consideration | $ 1,176 | ||||||||||
Change in estimated fair value of contingent consideration | 0 | ||||||||||
Customer Relationships | |||||||||||
Allocation: | |||||||||||
Identifiable intangible assets | $ 287,293 | 287,293 | 327,965 | ||||||||
Useful life | 13 years | ||||||||||
Developed technology | |||||||||||
Allocation: | |||||||||||
Identifiable intangible assets | $ 12,108 | 12,108 | $ 9,490 | ||||||||
Useful life | 10 years | ||||||||||
Chicago Paper Tube | |||||||||||
Business Acquisition | |||||||||||
Cash paid, net of cash acquired | $ 8,189 | ||||||||||
Blue Print Media Limited | |||||||||||
Business Acquisition | |||||||||||
Cash paid, net of cash acquired | £ 1,587 | $ 2,496 | |||||||||
Allocation: | |||||||||||
Additional consideration | £ 1,000 | $ 1,224 | |||||||||
Consideration of the acquired businesses EBITDA | 25.00% | 25.00% | |||||||||
Business acquisition earn out achieved Period | 3 years | 3 years | |||||||||
Estimated fair value of contingent consideration | £ | £ 944 | ||||||||||
Change in estimated fair value of contingent consideration | 0 | ||||||||||
I3 Plastic Cards And Ajs Group Limited | |||||||||||
Business Acquisition | |||||||||||
Cash paid, net of cash acquired | $ 26,765 | ||||||||||
Equity issued | 3,000 | ||||||||||
Fair value of contingent consideration | 5,000 | ||||||||||
Total investment: | 34,765 | ||||||||||
Allocation: | |||||||||||
Current assets | 5,614 | 5,614 | |||||||||
Property, plant and equipment | 5,478 | 5,478 | |||||||||
Identifiable intangible assets | 10,790 | 10,790 | |||||||||
Deferred taxes | (1,020) | (1,020) | |||||||||
Assumed liabilities | (5,940) | (5,940) | |||||||||
Goodwill | 19,843 | 19,843 | |||||||||
Purchase price allocation | 34,765 | 34,765 | |||||||||
I3 Plastic Cards And Ajs Group Limited | Customer Relationships | |||||||||||
Allocation: | |||||||||||
Identifiable intangible assets | 4,790 | 4,790 | |||||||||
I3 Plastic Cards And Ajs Group Limited | Developed technology | |||||||||||
Allocation: | |||||||||||
Identifiable intangible assets | $ 6,000 | $ 6,000 | |||||||||
I 3 Plastic Cards | |||||||||||
Business Acquisition | |||||||||||
Number of shares issued or issuable | shares | 226,244 | ||||||||||
Additional contingent consideration, low | $ 0 | ||||||||||
Additional contingent consideration, high | 13,800 | ||||||||||
Cash paid, net of cash acquired | 12,852 | ||||||||||
Equity issued | 3,000 | ||||||||||
Fair value of contingent consideration | 5,000 | ||||||||||
Total investment: | 20,852 | ||||||||||
Allocation: | |||||||||||
Current assets | 1,835 | ||||||||||
Property, plant and equipment | 3,090 | ||||||||||
Identifiable intangible assets | 6,000 | ||||||||||
Assumed liabilities | (4,030) | ||||||||||
Goodwill | 13,957 | ||||||||||
Purchase price allocation | $ 20,852 | ||||||||||
AJS Group Limited | |||||||||||
Business Acquisition | |||||||||||
Cash paid, net of cash acquired | £ 11,414 | $ 13,913 | |||||||||
Total investment: | 13,913 | ||||||||||
Allocation: | |||||||||||
Current assets | 3,779 | ||||||||||
Property, plant and equipment | 2,388 | ||||||||||
Identifiable intangible assets | 4,790 | ||||||||||
Deferred taxes | (1,020) | ||||||||||
Assumed liabilities | (1,910) | ||||||||||
Goodwill | 5,886 | ||||||||||
Purchase price allocation | $ 13,913 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Inventories | ||
Raw materials | $ 51,120 | $ 52,964 |
Work in progress | 23,530 | 28,806 |
Finished goods | 79,222 | 83,847 |
Inventories | $ 153,872 | $ 165,617 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Jun. 30, 2016 | |
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | $ 468,199 | $ 473,019 |
Accumulated Amortization | (165,820) | (132,161) |
Net | 302,379 | 340,858 |
Customer Relationships | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 440,849 | 450,505 |
Accumulated Amortization | (153,556) | (122,540) |
Net | $ 287,293 | $ 327,965 |
Estimated Useful Life (Years) | 20 years | 20 years |
Developed technology | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | $ 22,549 | $ 17,746 |
Accumulated Amortization | (10,441) | (8,256) |
Net | $ 12,108 | $ 9,490 |
Estimated Useful Life (Years) | 5 years | 5 years |
Photo library | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | $ 1,501 | $ 1,396 |
Accumulated Amortization | (883) | (667) |
Net | $ 618 | $ 729 |
Estimated Useful Life (Years) | 5 years | 5 years |
Licensing Agreements | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | $ 3,300 | $ 3,372 |
Accumulated Amortization | (940) | (698) |
Net | $ 2,360 | $ 2,674 |
Estimated Useful Life (Years) | 20 years | 20 years |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Selling, general and administrative | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets, Total | $ 12,580 | $ 13,557 | $ 37,798 | $ 41,665 |
Goodwill - Summary of Changes i
Goodwill - Summary of Changes in Carrying Value of Goodwill by Reportable Segment (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill | |
Balance at Beginning of the period | $ 464,714 |
Acquisition activity | 19,639 |
Translation adjustments | (8,442) |
Balance at end of the period | 475,911 |
North America | |
Goodwill | |
Balance at Beginning of the period | 258,081 |
Acquisition activity | 13,753 |
Balance at end of the period | 271,834 |
Europe | |
Goodwill | |
Balance at Beginning of the period | 205,804 |
Acquisition activity | 5,886 |
Translation adjustments | (8,435) |
Balance at end of the period | 203,255 |
Asia | |
Goodwill | |
Balance at Beginning of the period | 829 |
Translation adjustments | (7) |
Balance at end of the period | $ 822 |
Fair Value of Financial Instr49
Fair Value of Financial Instruments - Financial Assets and Liabilities Carried at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Assets: | ||
Available for sale securities | $ 268 | $ 261 |
Foreign currency contracts | 435 | |
Liabilities: | ||
Foreign currency contracts | 323 | |
Contingent consideration | 6,176 | 1,265 |
Fair Value, Inputs, Level 1 | ||
Assets: | ||
Available for sale securities | 268 | 261 |
Fair Value, Inputs, Level 2 | ||
Assets: | ||
Foreign currency contracts | 435 | |
Liabilities: | ||
Foreign currency contracts | 323 | |
Fair Value, Inputs, Level 3 | ||
Liabilities: | ||
Contingent consideration | 6,176 | 1,265 |
Interest Rate Swaps | ||
Liabilities: | ||
Interest rate swaps | 1,658 | 3,573 |
Interest Rate Swaps | Fair Value, Inputs, Level 2 | ||
Liabilities: | ||
Interest rate swaps | $ 1,658 | $ 3,573 |
Fair Value of Financial Instr50
Fair Value of Financial Instruments - Additional Information (Details) € in Thousands, £ in Thousands, $ in Thousands | 9 Months Ended | ||||
Mar. 31, 2017USD ($) | Mar. 31, 2017EUR (€)derivative | Mar. 31, 2017GBP (£)derivative | Jun. 30, 2016EUR (€) | Jun. 30, 2016GBP (£) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||||
Change in estimated fair value of contingent consideration | $ | $ 0 | ||||
Interest Rate Swaps | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||||
Number of derivative instruments | derivative | 2 | 2 | |||
Interest rate swaps One | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||||
Derivative instruments, notional amount | £ | £ 83,955 | £ 84,608 | |||
Derivative instruments, fixed interest rate | 1.1649% | 1.1649% | |||
Interest rate swaps Two | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||||
Derivative instruments, notional amount | € | € 96,783 | € 97,786 | |||
Derivative instruments, fixed interest rate | 1.0139% | 1.0139% |
Other Income (Expense), net (De
Other Income (Expense), net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Other Income (Expense), net | ||||
Gain (loss) on derivatives | $ 494 | $ (752) | $ 1,686 | $ (935) |
Foreign currency gains (losses) | 1,355 | (510) | 6,070 | (3,850) |
Other | 49 | 49 | (12) | |
Other income (expense), net | $ 1,898 | $ (1,262) | $ 7,805 | $ (4,797) |
Accumulated Other Comprehensi52
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) | ||
Beginning balance | $ (63,290) | $ (13,287) |
Other comprehensive income (loss) | (27,301) | (24,762) |
Ending balance | (90,591) | (38,061) |
CD Cartondruck GmBH | ||
Accumulated Other Comprehensive Income (Loss) | ||
Other comprehensive income from noncontrolling interest due to the purchase of CD Cartondruck GmBH | (12) | |
Foreign Currency Translation Adjustments | ||
Accumulated Other Comprehensive Income (Loss) | ||
Beginning balance | (77,428) | (33,045) |
Other comprehensive income (loss) | (26,225) | (22,764) |
Ending balance | (103,653) | (55,821) |
Foreign Currency Translation Adjustments | CD Cartondruck GmBH | ||
Accumulated Other Comprehensive Income (Loss) | ||
Other comprehensive income from noncontrolling interest due to the purchase of CD Cartondruck GmBH | (12) | |
Available for Sale Securities | ||
Accumulated Other Comprehensive Income (Loss) | ||
Beginning balance | 32 | 15 |
Other comprehensive income (loss) | 7 | 89 |
Ending balance | 39 | 104 |
Pension Adjustments | ||
Accumulated Other Comprehensive Income (Loss) | ||
Beginning balance | 14,106 | 19,743 |
Other comprehensive income (loss) | (1,083) | (2,087) |
Ending balance | $ 13,023 | $ 17,656 |
Accumulated Other Comprehensi53
Accumulated Other Comprehensive Income (Loss) - Additional Information (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2017USD ($) | |
Uncategorized [Abstract] | |
Unrealized foreign currency gains related to intercompany foreign currency transactions | $ 1,881 |
Amounts reclassified from accumulated other comprehensive income | $ 0 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Benefit due to reduction in enacted UK statutory tax rate | $ 778 | |||
Expense due to finalization of certain audits | 884 | |||
Benefit due to liquidations | 1,462 | |||
Income Tax Expense (Benefit) | $ (1,234) | $ 6,178 | $ 1,861 | $ 6,753 |
Effective tax rate provision (benefit) | (13.60%) | 63.10% | 7.90% | 43.70% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Taxes | ||
Percentage of difference between effective tax rate and federal statutory income tax rate | 35.00% | |
Cash paid for taxes | $ 10,651 | $ 10,036 |
MEXICO | ||
Income Taxes | ||
Year under tax audit | 2,008 |
Employee Benefit Plans - Net Pe
Employee Benefit Plans - Net Periodic Benefit Costs (Details) - Pension Plan - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Components of net periodic (benefit) costs: | ||||
Service cost | $ 846 | $ 924 | $ 2,583 | $ 2,865 |
Interest cost | 3,686 | 4,837 | 11,326 | 15,419 |
Expected return on plan assets | (4,722) | (5,745) | (14,508) | (18,315) |
Net periodic (benefit) cost | $ (190) | $ 16 | $ (599) | $ (31) |
Indebtedness - Total Borrowings
Indebtedness - Total Borrowings Outstanding (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Debt Instrument | ||
Less: discount and issuance costs | $ (14,728) | $ (12,868) |
Long-term Debt | 890,402 | 708,238 |
Foreign debt | 1,203 | 2,137 |
Capital Lease | 59 | 705 |
Total borrowings outstanding | 908,664 | 907,823 |
Less: short-term foreign borrowings and current portion of long-term debt, net of discount and issuance costs | 25,652 | 7,307 |
Long-term debt, less current portion | 883,012 | 900,516 |
U S Revolving Loans | ||
Debt Instrument | ||
Borrowing under Credit Agreement | 17,000 | 0 |
Dollar Tranche A Term Loan, Due September 2020 | ||
Debt Instrument | ||
Long-term Debt | 92,398 | 94,851 |
Dollar Tranche B Term Loans, Due September 2020 | ||
Debt Instrument | ||
Long-term Debt | 249,286 | 255,909 |
Dollar Tranche C Term Loans, Due September 2020 | ||
Debt Instrument | ||
Long-term Debt | 102,504 | 105,223 |
Sterling Term Loan, Due September 2020 | ||
Debt Instrument | ||
Long-term Debt | 107,165 | 118,379 |
Euro Term Loan, Due September 2020 | ||
Debt Instrument | ||
Long-term Debt | 138,455 | 146,744 |
Dollar Tranche D Term Loans Due October 2023 | ||
Debt Instrument | ||
Long-term Debt | $ 215,322 | |
Notes Payable, Due August 2021 | ||
Debt Instrument | ||
Long-term Debt | $ 196,743 |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Details) £ in Thousands, $ in Thousands | Oct. 17, 2016USD ($) | Oct. 14, 2016GBP (£) | Oct. 22, 2015USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Oct. 14, 2016USD ($) | Jun. 30, 2016USD ($) |
Debt Instrument [Line Items] | |||||||||
Amount outstanding | $ 908,664 | $ 907,823 | |||||||
Loss on extinguishment of debt | $ (64) | (16,569) | $ (3,931) | ||||||
Initial Public Offering | |||||||||
Debt Instrument [Line Items] | |||||||||
Extinguished debt | $ 182,414 | ||||||||
London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, variable rate spread | 3.25% | ||||||||
Euribor Future | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, variable rate spread | 3.25% | ||||||||
Fifth Amendment | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt extinguishment charges | $ 16,569 | ||||||||
Incremental Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issued, principal amount | $ 220,000 | ||||||||
Debt, variable rate spread | 4.00% | ||||||||
Incremental Term Loan | London Interbank Offered Rate (LIBOR) | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, variable rate spread | 1.00% | ||||||||
Incremental Term Loan | Euribor Future | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, variable rate spread | 1.00% | ||||||||
Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issued, interest rate | 8.50% | ||||||||
Extinguished debt | $ 200,000 | ||||||||
Redemption price (as a percent) | 106.375% | ||||||||
U S Revolving Loans | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility | $ 70,000 | ||||||||
Borrowings under Credit Agreement, outstanding | $ 17,000 | $ 0 | |||||||
Multi Currency Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility | £ | £ 50,000 |
Restructuring Related Costs- Su
Restructuring Related Costs- Summary of Activity with Respect to Reserve Established in Connection with Restructuring Plan (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring Cost and Reserve | ||
Beginning balance | $ 3,775 | $ 1,032 |
Restructuring related costs | 10,907 | 4,269 |
Amounts paid | (9,907) | (4,400) |
Other (principally foreign currency translation) | (733) | |
Ending balance | 4,042 | 901 |
Severance and Employee Related | ||
Restructuring Cost and Reserve | ||
Beginning balance | 3,476 | 256 |
Restructuring related costs | 10,212 | 2,536 |
Amounts paid | (8,970) | (2,294) |
Other (principally foreign currency translation) | (733) | |
Ending balance | 3,985 | 498 |
Cost Associated with Exit or Disposal Activities | ||
Restructuring Cost and Reserve | ||
Beginning balance | 299 | 776 |
Restructuring related costs | 695 | 1,733 |
Amounts paid | (937) | (2,106) |
Ending balance | $ 57 | $ 403 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Unionized Employees Concentration Risk | 9 Months Ended |
Mar. 31, 2017 | |
North America | |
Concentration Risk, Percentage | 7.00% |
Europe | |
Concentration Risk, Percentage | 75.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Carlyle Group ("Carlyle") | |
Related Party Transaction | |
Debt issued, principal amount | $ 41,612 |
Stock Based Compensation - Comp
Stock Based Compensation - Compensation Expense Related to Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||||
2014 Equity Incentive Plan | $ 1,939 | $ 26,044 | |||
Payroll taxes relating to stock based compensation | 723 | ||||
Share-based Compensation, Total | 26,535 | ||||
Other | $ 34 | $ 29 | 322 | 304 | |
Total | 726 | 104 | 2,260 | 27,064 | |
Total | 1,939 | 26,044 | |||
Performance Based Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Performance Based Units | 9,460 | ||||
2014 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
2014 Equity Incentive Plan | 16,352 | ||||
Time vesting profits interests | 5,569 | $ 0 | |||
Time vesting restricted capital interests | 3,410 | $ 0 | |||
Performance-vesting profits interests | 7,373 | ||||
Total | 16,352 | ||||
2015 Incentive Award Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
2015 Incentive Award Plan | $ 692 | $ 75 | $ 1,938 | $ 225 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Oct. 22, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share based compensation | $ 26,535 | |||
Initial Public Offering | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Issue price per share | $ 13 | |||
2014 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Vesting period | 5 years | |||
2014 Equity Incentive Plan | Share-based Compensation Award, 1st Anniversary | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Award vesting rights, percentage | 20.00% | |||
2014 Equity Incentive Plan | Share-based Compensation Award, 2nd Anniversary | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Award vesting rights, percentage | 20.00% | |||
2014 Equity Incentive Plan | Share-based Compensation Award, 3rd Anniversary | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Award vesting rights, percentage | 20.00% | |||
2014 Equity Incentive Plan | Share-based Compensation Award, 4th Anniversary | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Award vesting rights, percentage | 20.00% | |||
2014 Equity Incentive Plan | Share-based Compensation Award, 5th Anniversary | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Award vesting rights, percentage | 20.00% | |||
2015 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Aggregate common shares initially available for issuance | 9,000 | 9,000 | ||
Shares | ||||
Granted (in shares) | 0 | |||
2016 Plan | ||||
Shares | ||||
Granted (in shares) | 0 | |||
Time vesting profit interests | 2014 Equity Incentive Plan | Initial Public Offering | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Issue price per share | $ 13 | $ 13 | ||
Restricted Stock Units (RSUs) | 2014 Equity Incentive Plan | Initial Public Offering | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Issue price per share | $ 13 | $ 13 | ||
Restricted Stock Units (RSUs) | 2015 Plan | ||||
Shares | ||||
Beginning balance (in shares) | 171,854 | |||
Granted (in shares) | 482,358 | |||
Forfeited (in shares) | (23,271) | |||
Vested (in shares) | (18,602) | |||
Ending balance (in shares) | 612,339 | 612,339 | ||
Weighted Average Grant Date Fair Value | ||||
Beginning balance (in dollars per shares) | $ 13.41 | |||
Granted (in dollars per shares) | 13.72 | |||
Forfeited (in dollars per share) | 13.72 | |||
Vested (in dollars per share) | 13.98 | |||
Ending balance (in dollars per share) | $ 13.78 | $ 13.78 | ||
Unrecognized stock-based compensation expense related to non-vested restricted stock awards | $ 6,653 | $ 6,653 | ||
Weighted-average period of recognition of stock-based compensation expense | 2 years 4 months 24 days | |||
Performance Based Units | Initial Public Offering | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share based compensation | $ 9,460 | |||
Issue price per share | $ 13 |
Segments - Additional Informati
Segments - Additional Information (Details) | 9 Months Ended |
Mar. 31, 2017segment | |
Segments | |
Number of operating segments | 3 |
Segments - Information (Details
Segments - Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 | |
Segment Reporting Information | |||||
Net sales | $ 382,633 | $ 399,184 | $ 1,176,584 | $ 1,287,592 | |
Depreciation and Amortization | 28,242 | 31,452 | 86,385 | 97,490 | |
Operating Income (Loss) | 19,076 | 26,013 | 71,717 | 73,815 | |
Adjusted EBITDA | 52,858 | 58,351 | 170,455 | 204,953 | |
Capital Expenditures | 41,396 | 36,719 | |||
Assets | 1,669,718 | 1,669,718 | $ 1,707,590 | ||
North America | |||||
Segment Reporting Information | |||||
Net sales | 185,456 | 193,866 | 556,165 | 610,843 | |
Depreciation and Amortization | 14,173 | 15,258 | 42,812 | 45,462 | |
Operating Income (Loss) | 6,195 | 11,945 | 25,007 | 21,242 | |
Adjusted EBITDA | 24,263 | 26,581 | 75,691 | 88,382 | |
Capital Expenditures | 15,152 | 12,867 | |||
Assets | 765,181 | 765,181 | 754,418 | ||
Europe | |||||
Segment Reporting Information | |||||
Net sales | 175,128 | 184,492 | 551,908 | 606,876 | |
Depreciation and Amortization | 13,344 | 15,261 | 41,035 | 49,000 | |
Operating Income (Loss) | 9,319 | 12,303 | 36,957 | 42,846 | |
Adjusted EBITDA | 24,264 | 29,063 | 82,358 | 103,423 | |
Capital Expenditures | 25,087 | 18,846 | |||
Assets | 834,808 | 834,808 | 883,361 | ||
Asia | |||||
Segment Reporting Information | |||||
Net sales | 22,049 | 20,826 | 68,511 | 69,873 | |
Depreciation and Amortization | 725 | 933 | 2,538 | 3,028 | |
Operating Income (Loss) | 3,562 | 1,765 | 9,753 | 9,727 | |
Adjusted EBITDA | 4,331 | $ 2,707 | 12,406 | 13,148 | |
Capital Expenditures | 1,157 | $ 5,006 | |||
Assets | $ 69,729 | $ 69,729 | $ 69,811 |
Segments - Summary of Gross Sal
Segments - Summary of Gross Sales Estimated by Product category (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue from External Customer | ||||
Gross sales | $ 409,651 | $ 431,074 | $ 1,260,130 | $ 1,384,750 |
Sales Reserves and Eliminations | (27,018) | (31,890) | (83,546) | (97,158) |
Total Net Sales | 382,633 | 399,184 | 1,176,584 | 1,287,592 |
Premium Folding Cartons | ||||
Revenue from External Customer | ||||
Gross sales | 245,953 | 257,827 | 767,581 | 842,704 |
Inserts | ||||
Revenue from External Customer | ||||
Gross sales | 55,996 | 56,274 | 172,237 | 183,361 |
Labels | ||||
Revenue from External Customer | ||||
Gross sales | 38,087 | 36,216 | 106,128 | 101,865 |
Rigid Packaging | ||||
Revenue from External Customer | ||||
Gross sales | 20,840 | 23,181 | 81,083 | 89,104 |
Other Consumer Products | ||||
Revenue from External Customer | ||||
Gross sales | $ 48,775 | $ 57,576 | $ 133,101 | $ 167,716 |
Segments - Summary of Net Sales
Segments - Summary of Net Sales Estimated by End Markets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue, Major Customer | ||||
Total Net Sales | $ 382,633 | $ 399,184 | $ 1,176,584 | $ 1,287,592 |
Consumer | ||||
Revenue, Major Customer | ||||
Total Net Sales | 194,335 | 199,578 | 602,297 | 659,664 |
Healthcare | ||||
Revenue, Major Customer | ||||
Total Net Sales | 160,709 | 166,791 | 459,020 | 474,604 |
Multi - Media | ||||
Revenue, Major Customer | ||||
Total Net Sales | $ 27,589 | $ 32,815 | $ 115,267 | $ 153,324 |
Segments - Adjusted EBITDA (Det
Segments - Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Segments | ||||
Consolidated net income (loss) | $ 10,281 | $ 3,613 | $ 21,620 | $ 8,693 |
Depreciation and Amortization | 28,242 | 31,452 | 86,385 | 97,490 |
Interest expense | 11,927 | 14,896 | 39,472 | 49,641 |
Income tax expense (benefit) | (1,234) | 6,178 | 1,861 | 6,753 |
EBITDA | 49,216 | 56,139 | 149,338 | 162,577 |
Transaction costs | 2,655 | 371 | 3,477 | 2,785 |
Stock based and deferred compensation expense | 726 | 104 | 2,260 | 27,064 |
Debt extinguishment charges | 64 | 16,569 | 3,931 | |
Purchase accounting adjustments | 372 | 255 | 722 | 878 |
Restructuring related costs | 4,254 | 693 | 10,907 | 4,269 |
(Gain) loss on sale of fixed assets | (1,471) | 236 | (2,454) | 598 |
Foreign currency (gains) losses | (1,355) | 510 | (6,070) | 3,850 |
Other adjustments to EBITDA | (1,539) | (21) | (4,294) | (999) |
Adjusted EBITDA | $ 52,858 | $ 58,351 | $ 170,455 | $ 204,953 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - PAL $ in Thousands | 1 Months Ended |
Apr. 30, 2017USD ($) | |
Net Sales for recently completed 12 months prior to acquisition | $ 26,000 |
Cash consideration | 16,500 |
Minimum | |
Additional Cash Consideration | 0 |
Maximum | |
Additional Cash Consideration | $ 11,500 |