Acquisitions | 3 Months Ended |
Jun. 30, 2014 |
Acquisitions | ' |
9 | Acquisitions | | | | | | | | | | | | | | | | | | | | | | | |
DI-NA-CAL Summary |
On February 1, 2014, the Company acquired the assets of the DI-NA-CAL label business, based near Cincinnati, Ohio, from Graphic Packaging International, Inc., which was accounted for as a business combination. DI-NA-CAL operates manufacturing facilities near Cincinnati, Ohio and Greensboro, North Carolina and provides decorative label solutions primarily in the heat transfer label markets for home & personal care and food & beverage through long-standing relationships with blue chip national and multi-national customers. The acquisition extends Multi-Color’s position in the heat transfer label market and allows us to support a number of new customers with a broader range of label technologies. The results of DI-NA-CAL’s operations were included in the Company’s condensed consolidated financial statements beginning February 1, 2014. |
The purchase price for DI-NA-CAL consisted of cash of $80,667, which was funded through borrowings under the Credit Facility (see Note 4 for details of the Credit Facility). Upon closing, $8,067 of the purchase price was deposited into an escrow account and is to be released to the seller on the 18 month anniversary of the closing date in accordance with the provisions of the escrow agreement. The escrow amount is to fund certain potential obligations of the seller with respect to the transaction. The Company spent $407 in acquisition expenses related to the DI-NA-CAL acquisition. These expenses were recorded in selling, general and administrative expenses in the condensed consolidated statements of income, $102 in the first quarter of 2015 and $305 in fiscal 2014. |
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John Watson & Company Limited (Watson) Summary |
On October 1, 2013, the Company acquired 100% of Watson based in Glasgow, Scotland. Watson is the leading glue-applied spirit label producer in the U.K. The business is ideally located for its key customers and is complementary to MCC’s existing business in Glasgow (formerly Labelgraphics), the leading pressure sensitive wine and spirit label producer in the same region. The results of Watson’s operations were included in the Company’s condensed consolidated financial statements beginning October 1, 2013. |
The purchase price for Watson consisted of the following: |
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Cash from proceeds of borrowings | | $ | 13,136 | | | | | | | | | | | | | | | | | | | | | |
Contingent consideration | | | 8,498 | | | | | | | | | | | | | | | | | | | | | |
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Purchase price, before cash acquired | | | 21,634 | | | | | | | | | | | | | | | | | | | | | |
Net cash acquired | | | (143 | ) | | | | | | | | | | | | | | | | | | | | |
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Total purchase price | | $ | 21,491 | | | | | | | | | | | | | | | | | | | | | |
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The cash portion of the purchase price was funded through borrowings under the Credit Facility (see Note 4 for details of the Credit Facility). The purchase price includes a future performance based earnout of $8,498, estimated as of the acquisition date. The amount of the earnout is based on a comparison between EBITDA for the acquired business for fiscal 2013 and fiscal 2014 less certain adjustments and any claims to fund certain potential indemnification obligations of the seller with respect to the transaction. An additional $1,063 related to the earnout due to the sellers was accrued in the fourth quarter of fiscal 2014 based on better than estimated fiscal 2014 performance by the acquired company compared to estimates made at the time of the acquisition, which was recorded in other expense in the consolidated statements of income. In June 2014, the amount of the earnout was finalized and an additional $343 was accrued, which was recorded in other expense in the condensed consolidated statements of income. The earnout was paid in July 2014. The Company spent $284 in acquisition expenses related to the Watson acquisition. These expenses were recorded in selling, general and administrative expenses in the condensed consolidated statements of income in fiscal 2014. |
Flexo Print S.A. De C.V. (Flexo Print) Summary |
On August 1, 2013, the Company acquired 100% of Flexo Print based in Guadalajara, Mexico. Flexo Print is a leading producer of home & personal care, food & beverage, wine & spirit and pharmaceutical labels in Latin America. The acquisition provides Multi-Color with significant growth opportunities in Mexico through our many common customers, technologies and suppliers. The results of Flexo Print’s operations were included in the Company’s condensed consolidated financial statements beginning August 1, 2013. |
The purchase price for Flexo Print consisted of the following: |
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Cash from proceeds of borrowings | | $ | 29,134 | | | | | | | | | | | | | | | | | | | | | |
Deferred payment | | | 2,713 | | | | | | | | | | | | | | | | | | | | | |
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Purchase price, before debt assumed | | | 31,847 | | | | | | | | | | | | | | | | | | | | | |
Net debt assumed | | | 2,324 | | | | | | | | | | | | | | | | | | | | | |
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Total purchase price | | $ | 34,171 | | | | | | | | | | | | | | | | | | | | | |
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The cash portion of the purchase price was funded through borrowings under the Credit Facility (see Note 4 for details of the Credit Facility). Assumed net debt includes $2,884 of bank debt less $560 of cash acquired. Upon closing, $3,058 of the purchase price was deposited into an escrow account, and an additional $1,956 of the purchase price was retained by MCC and is deferred until the third anniversary of the closing date, at which time it should be deposited into the escrow account. These combined escrow amounts are to be released to the seller on the fifth anniversary of the closing date in accordance with the purchase agreement. An additional $757 of the purchase price was retained by MCC at closing and is to be paid to the seller on the 3rd anniversary of the closing date in accordance with the purchase agreement. The combined escrow and retention amounts are to fund certain potential indemnification obligations of the seller with respect to the transaction. The Company spent $359 in acquisition expenses related to the Flexo Print acquisition. These expenses were recorded in selling, general and administrative expenses in the condensed consolidated statements of income, $2 in the first quarter of fiscal 2015 and $357 in fiscal 2014. |
In the fourth quarter of fiscal 2014, the Company reduced the deferred payment by $1,157 in settlement of an indemnification claim. |
Purchase Price Allocation and Other Items |
The determination of the final purchase price and its allocation to specific assets acquired and liabilities assumed for DI-NA-CAL, Watson and Flexo Print will be finalized prior to the end of January 2015, September 2014 and July 2014, respectively, once independent fair value appraisals of assets and liabilities and valuation of tax liabilities are finalized. |
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Based on fair value estimates, the final purchase prices for DI-NA-CAL, Watson and Flexo Print have been allocated to individual assets acquired and liabilities assumed as follows: |
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| | DI-NA-CAL | | | Watson | | | Flexo Print | | | | | | | | | | | | | |
Assets Acquired: | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash acquired | | $ | — | | | $ | 143 | | | $ | — | | | | | | | | | | | | | |
Accounts receivable | | | 7,589 | | | | 4,606 | | | | 7,930 | | | | | | | | | | | | | |
Inventories | | | 3,489 | | | | 1,974 | | | | 2,110 | | | | | | | | | | | | | |
Property, plant and equipment | | | 7,803 | | | | 5,404 | | | | 11,522 | | | | | | | | | | | | | |
Intangible assets | | | 37,700 | | | | 4,090 | | | | 5,367 | | | | | | | | | | | | | |
Goodwill | | | 28,792 | | | | 10,085 | | | | 16,185 | | | | | | | | | | | | | |
Other assets | | | 52 | | | | 518 | | | | 6,716 | | | | | | | | | | | | | |
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Total assets acquired | | | 85,425 | | | | 26,820 | | | | 49,830 | | | | | | | | | | | | | |
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Liabilities Assumed: | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | | 4,273 | | | | 2,610 | | | | 7,177 | | | | | | | | | | | | | |
Accrued income taxes payable | | | — | | | | 316 | | | | 247 | | | | | | | | | | | | | |
Accrued expenses and other liabilities | | | 485 | | | | 728 | | | | 5,010 | | | | | | | | | | | | | |
Net debt assumed | | | — | | | | — | | | | 2,324 | | | | | | | | | | | | | |
Deferred tax liabilities | | | — | | | | 1,532 | | | | 3,225 | | | | | | | | | | | | | |
Total liabilities assumed | | | 4,758 | | | | 5,186 | | | | 17,983 | | | | | | | | | | | | | |
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Net assets acquired | | $ | 80,667 | | | $ | 21,634 | | | $ | 31,847 | | | | | | | | | | | | | |
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The estimated fair value of identifiable intangible assets and their estimated useful lives are as follows: |
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| | DI-NA-CAL | | | Watson | | | Flexo Print | |
| | Fair | | | Useful | | | Fair | | | Useful | | | Fair | | | Useful | |
Value | Lives | Value | Lives | Value | Lives |
Customer relationships | | $ | 34,550 | | | | 21 years | | | $ | 4,090 | | | | 20 years | | | $ | 5,367 | | | | 17 years | |
Trademarks | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Non-compete agreements | | | 3,150 | | | | 7 years | | | | — | | | | — | | | | — | | | | — | |
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Total identifiable intangible assets | | $ | 37,700 | | | | | | | $ | 4,090 | | | | | | | $ | 5,367 | | | | | |
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Identifiable intangible assets are amortized over their useful lives based on a number of assumptions including the estimated period of economic benefit and utilization. The weighted-average amortization period for identifiable intangible assets acquired in the DI-NA-CAL, Watson and Flexo Print acquisitions is 20, 20 and 17 years, respectively. |
The goodwill for DI-NA-CAL is attributable to opportunities to expand business with new blue chip national and multi-national customers through multiple label technology offerings and the acquired workforce. The goodwill for Flexo Print is attributable to access to the Mexican label market and the acquired workforce. The goodwill for Watson is attributable to access to the UK spirit label market and the acquired workforce. None of the goodwill arising from the Watson or Flexo Print, acquisitions is deductible for income tax purposes. Approximately $28,792 of the goodwill arising from the DI-NA-CAL acquisition is deductible for income tax purposes. Below is a roll forward of the acquisition goodwill from acquisition date to June 30, 2014: |
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| | DI-NA-CAL | | | Watson | | | Flexo Print | | | | | | | | | | | | | |
Balance at acquisition date | | $ | 28,792 | | | $ | 10,085 | | | $ | 16,185 | | | | | | | | | | | | | |
Foreign exchange impact | | | — | | | | 566 | | | | (305 | ) | | | | | | | | | | | | |
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Balance at June 30, 2014 | | $ | 28,792 | | | $ | 10,651 | | | $ | 15,880 | | | | | | | | | | | | | |
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The accounts receivable acquired as part of the DI-NA-CAL acquisition had a fair value of $7,589 at the acquisition date. The gross contractual value of the receivables prior to any adjustments was $7,626 and the estimated contractual cash flows that are not expected to be collected are $37. The accounts receivable acquired as part of the Watson acquisition had a fair value of $4,606 at the acquisition date. The gross contractual value of the receivables prior to any adjustment was $4,623 and the estimated contractual cash flows that are not expected to be collected are $17. The accounts receivable acquired as part of the Flexo Print acquisition had a fair value of $7,930 at the acquisition date. The gross contractual value of the receivables prior to any adjustments was $8,258 and the estimated contractual cash flows that are not expected to be collected are $328. |
Other Acquisition Activity |
On October 1, 2013, the Company acquired Gern & Cie SA (Gern) in Neuchatel, Switzerland for $5,939. Gern is the premier wine label producer in Switzerland, with similar customer profiles and technologies as our existing French operations. On April 2, 2013, the Company completed acquisitions in Australia and France for $7,362. In Adelaide, Australia, MCC acquired Labelmakers Wine Division. In the Champagne region of France, MCC acquired Imprimerie Champenoise, which increases our ability to support local champagne producers in the region. The results of operations of these acquired businesses have been included in the consolidated financial statements since the date of acquisition and have been determined to be individually and collectively immaterial for further disclosure. |
On April 2, 2012, the Company acquired 100% of Labelgraphics (Holdings) Ltd. (Labelgraphics), a wine & spirit label specialist located in Glasgow, Scotland, for $24,634 plus net debt assumed of $712. The purchase price includes a future performance based earnout of $3,461, estimated as of the acquisition date. The amount of the earnout is based on a comparison between EBITDA for the acquired business for fiscal 2012 and the average for fiscal 2013 and fiscal 2014 less certain adjustments and any claims to fund certain potential indemnification obligations of the seller with respect to the transaction. The accrual related to the earnout due to sellers was decreased to $500 in the fourth quarter of fiscal 2014 based upon the actual results of the acquired company for fiscal 2013 and 2014 compared to the estimates made at the time of acquisition and was paid in July 2014. The Company spent $394 in acquisition expenses related to the Labelgraphics acquisition. These expenses were recorded in selling, general and administrative expenses in the condensed consolidated statements of income, $7 in the first quarter of 2014 and $387 in fiscal 2013. |