Acquisitions and Divestitures | 9. Acquisitions and Divestitures Constantia Labels Summary On October 31, 2017, the Company completed its acquisition pursuant to the Sale and Purchase Agreement (as amended) with Constantia Flexibles Germany GmbH, Constantia Flexibles International GmbH, Constantia Flexibles Group GmbH and GPC Holdings B.V. (collectively, “Constantia Flexibles”), acquiring 100% of the Labels Division of Constantia Flexibles (“Constantia Labels”). Constantia Labels, headquartered in Vienna, Austria, is a leader in label solutions serving the food, beverage and consumer packaging goods industries. Constantia Labels has approximately 2,800 employees globally and 23 production plants across 14 countries, with major operations across Europe, Asia and North America. The acquisition included a 75% controlling interest in certain label operations in South Africa. The Company believes the combination of Constantia Labels’ food & beverage business with Multi-Color’s existing platforms, particularly in home & personal care and wine & spirits and emerging position in healthcare, will create a company with significant scale and geographic, end-market, The preliminary purchase price for Constantia Labels consisted of the following: Cash from proceeds of borrowings $ 1,057,993 MCC common stock issued 237,820 Deferred payments 3,094 Contingent consideration 9,408 Purchase price, before cash acquired 1,308,315 Net cash acquired (17,217 ) Total purchase price $ 1,291,098 As of December 31, 2017, the purchase price is subject to change upon finalization of net working capital and other adjustments, which will be settled during the three months ended March 31, 2018. The Company issued 3,383 shares of its common stock to Constantia Flexibles as part of the consideration for the purchase of Constantia Labels. The Sale and Purchase Agreement provides for restrictions on the transfer of the shares issued to Constantia Flexibles and certain registration rights with respect to the shares. The fair value of the shares issued of $237,820 was calculated using the Company share price of $82.70, which was the closing price on October 31, 2017, discounted to reflect the temporary lack of liquidity. The cash portion of the purchase price was funded through the 4.875% Senior Notes due 2025 and funds from the New Credit Agreement (see Note 4). The purchase price includes deferred payments with a total fair value of $3,094, estimated as of the acquisition date, which are to be paid out within 90 days after December 31, 2018, 2019 and 2020. In addition, the purchase price includes future performance based earnouts with a total fair value of $9,408, estimated as of the acquisition date. The future value of the earnouts is dependent upon whether the Verstraete in Mould Labels N.V. (Verstraete) business, which was acquired in conjunction with the Constantia Labels’ acquisition, meets or exceeds certain agreed upon EBITA (earnings before interest, taxes, and amortization) metrics over the three to five year period following the acquisition. The earnouts have a minimum future payout of zero, and the maximum amount of the future payout is based on the amount of EBITA growth achieved relative to calendar 2017. The earnouts may be paid out within 90 days after December 31, 2020, 2021 or 2022. Net cash acquired includes $49,647 of cash acquired less $32,430 of assumed bank debt and capital leases. The Company spent $15,606 in acquisition expenses related to the Constantia Labels acquisition. These expenses were recorded in selling, general and administrative expenses in the condensed consolidated statements of income as follows: $18 in the third quarter of fiscal 2017, $744 in the first quarter of fiscal 2018, $3,545 in the second quarter of fiscal 2018 and $11,299 in the third quarter of fiscal 2018. Super Enterprise Holdings Berhad (Super Label) Summary On August 11, 2015, the Company acquired 90% of the shares of Super Label based in Kuala Lumpur, Malaysia, which was publicly listed on the Malaysian stock exchange. During the second and third quarters of fiscal 2016, the Company acquired the remaining shares and delisted Super Label. Super Label had operations in Malaysia, Indonesia, the Philippines, Thailand and China and produces home & personal care, food and beverage and specialty consumer products labels. This acquisition expanded our presence in China and gave us access to new label markets in Southeast Asia. The acquisition included an 80% controlling interest in the label operations in Indonesia and a 60% controlling interest in certain legal entities in Malaysia and China (the Southeast Asian durables business). During the third quarter of fiscal 2017, the Company acquired the remaining shares of the label operations in Indonesia for $514. The results of Super Label’s operations were included in the Company’s condensed consolidated financial statements beginning on August 11, 2015. The purchase price for Super Label consisted of the following: Cash from proceeds of borrowings $ 39,782 Net cash acquired (6,035 ) Total purchase price $ 33,747 The cash portion of the purchase price was funded through borrowings under our previous credit agreement. Net cash acquired included $8,152 of cash acquired less $2,117 of bank debt assumed. The Company spent $1,434 in acquisition expenses related to the Super Label acquisition. These expenses were recorded in selling, general and administrative expenses in the condensed consolidated statements of income as follows: $7 in the first quarter of fiscal 2017, $1 in the fourth quarter of fiscal 2016, $105 in the third quarter of fiscal 2016, $390 in the second quarter of fiscal 2016 and $931 in the first quarter of fiscal 2016. Sale of Southeast Asian durables business On July 3, 2017, the Company sold its 60% controlling interest in its Southeast Asian durables business to its minority shareholders for $3,620 in net cash proceeds. The Company recognized a loss of $512 on the sale of the business, which was recognized in other income, net in the condensed consolidated statements of income. Barat Group (Barat) Summary On May 4, 2015, the Company acquired 100% of Barat based in Bordeaux, France. Barat operated four manufacturing facilities in Bordeaux and Burgundy, France, and the acquisition gave the Company access to the label market in the Bordeaux wine region and expanded our presence in Burgundy. The acquisition included a 30% minority interest in Gironde Imprimerie Publicité (GIP), which was accounted for under the cost method based upon Multi-Color’s inability to exercise significant influence over the business. The results of Barat’s operations were included in the Company’s condensed consolidated financial statements beginning on May 4, 2015. The purchase price for Barat consisted of the following: Cash from proceeds of borrowings $ 47,813 Deferred payment 2,160 Purchase price, before cash acquired 49,973 Net cash acquired (746 ) Total purchase price $ 49,227 The cash portion of the purchase price was funded through the previous credit agreement. The purchase price included $2,160 due to the seller, which was paid during the three months ended September 30, 2015. Net cash acquired included $4,444 of cash acquired less $3,698 of bank debt assumed related to capital leases. The Company spent $1,500 in acquisition expenses related to the Barat acquisition. These expenses were recorded in selling, general and administrative expenses in the condensed consolidated statements of income as follows: $8 in the second quarter of fiscal 2017, $4 in the first quarter of fiscal 2017, $65 in the second quarter of fiscal 2016, $751 in the first quarter of fiscal 2016, $467 in the fourth quarter of fiscal 2015 and $205 in the third quarter of fiscal 2015. In conjunction with the acquisition of Barat, the Company recorded an indemnification asset of $1,115, which represented the seller’s obligation under the purchase agreement to indemnify Multi-Color for the outcome of potential contingent liabilities relating to uncertain tax positions. This asset was released during the six months ended September 30, 2017. Purchase Price Allocation and Other Items The determination of the purchase price allocation to specific assets acquired and liabilities assumed is incomplete for Constantia Labels. The purchase price allocation may change in future periods as the fair value estimates of assets and liabilities (including, but not limited to, accounts receivable, inventory, property, plant and equipment, intangibles, accounts payable, accrued liabilities, debt and non-controlling Constantia Super Label Barat Assets Acquired: Net cash acquired $ 17,217 $ 6,035 $ 746 Accounts receivable 118,800 8,479 8,489 Inventories 89,086 4,276 2,863 Property, plant and equipment 215,479 22,002 8,356 Intangible assets 410,000 2,437 21,852 Goodwill 712,162 8,668 23,391 Other assets 19,722 1,984 2,794 Total assets acquired 1,582,466 53,881 68,491 Liabilities Assumed: Accounts payable 93,800 5,087 3,049 Accrued income taxes payable 8,322 936 355 Accrued expenses and other liabilities 37,512 1,725 7,043 Deferred tax liabilities 133,417 2,874 8,071 Total liabilities assumed 273,051 10,622 18,518 Net assets acquired 1,309,415 43,259 49,973 Noncontrolling interests (1,100 ) (3,477 ) — Net assets acquired attributable to Multi-Color Corporation $ 1,308,315 $ 39,782 $ 49,973 The liabilities assumed in the Constantia Labels acquisition include a contingent liability of $9,671, estimated as of the acquisition date based on the company’s best estimate. The contingent liability is based on future earnings of certain entities acquired and may be payable to the pre-Constantia Flexibles owners of the respective entities. The fair value of the noncontrolling interests for Constantia Labels and Super Label were estimated based on market valuations performed by an independent third party using a combination of: (i) an income approach based on expected future discounted cash flows; and (ii) an asset approach. The estimated fair value of identifiable intangible assets acquired and their estimated useful lives are as follows: Constantia Labels Super Label Barat Fair Useful Fair Useful Fair Useful Customer relationships $ 390,000 19 years $ 2,437 15 years $ 20,849 20 years Non-compete — — — — 780 2 years Trademarks — — — — 223 1 year Technology 20,000 4 years — — — $ — Total identifiable intangible assets $ 410,000 $ 2,437 $ 21,852 Identifiable intangible assets are amortized over their useful lives based upon 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 Constantia Labels and Barat acquisitions is 18 and 19 years, respectively. The goodwill for Constantia Labels is attributable to combining Constantia Labels’ food & beverage business with Multi-Color’s existing platforms, particularly in home & personal care and wine & spirits and emerging position in healthcare, thereby creating additional growth opportunities for both businesses utilizing the expanded global footprint and the acquired workforce. The goodwill for Super Label is attributable to access to the label markets in Malaysia, Indonesia, the Philippines and Thailand and the acquired workforce. The goodwill for Barat is attributable to access to the label market in the Bordeaux wine region and the acquired workforce. Goodwill arising from the Super Label, Barat and Constantia Labels acquisitions is not deductible for income tax purposes. The accounts receivable acquired as part of the Constantia Labels acquisition had a fair value of $118,800 at the acquisition date. The gross contractual value of the receivables prior to any adjustments was $119,917 and the estimated contractual cash flows that are not expected to be collected are $1,117. The accounts receivable acquired as part of the Super Label acquisition had a fair value of $8,479 at the acquisition date. The gross contractual value of the receivables prior to any adjustments was $8,809 and the estimated contractual cash flows not expected to be collected are $330. The accounts receivable acquired as part of the Barat acquisition had a fair value of $8,489 at the acquisition date. The gross contractual value of the receivables prior to any adjustments was $8,679 and the estimated contractual cash flows that are not expected to be collected are $190. Pro Forma Information The following table provides the unaudited pro forma results of operations for the three and nine months ended December 31, 2017 and 2016 as if Constantia Labels had been acquired as of the beginning of fiscal year 2017. However, pro forma results do not include any anticipated synergies from the combination of the companies, and accordingly, are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the dates indicated or that may result in the future. Three Months Ended Nine Months Ended December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016 Net revenues $ 411,272 $ 366,204 $ 1,269,185 $ 1,183,359 Net income attributable to Multi-Color 24,070 15,855 60,157 51,969 Diluted earnings per share 1.17 0.78 2.93 2.55 The following is a reconciliation of actual net revenues and net income attributable to Multi-Color Corporation to pro forma net revenues and net income: Three Months Ended Nine Months Ended December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016 Net revenues Net income Net revenues Net income Net revenues Net income Net revenues Net income Multi-Color Corporation actual results $ 352,699 $ 20,532 $ 210,658 $ 12,126 $ 851,173 $ 49,828 $ 679,292 $ 44,274 Constantia Labels actual results 58,573 (516 ) 155,546 14,577 418,012 23,426 504,067 39,182 Pro forma adjustments — 4,054 — (10,848 ) — (13,097 ) — (31,487 ) Pro forma results $ 411,272 $ 24,070 $ 366,204 $ 15,855 $ 1,269,185 $ 60,157 $ 1,183,359 $ 51,969 The following table identifies the pro forma adjustments: Three Months Ended Nine Months Ended December 31, December 31, December 31, December 31, Constantia Labels financing costs $ 1,235 $ 3,530 $ 9,689 $ 11,466 Acquisition transaction costs 11,299 18 15,588 18 Incremental depreciation and amortization costs (2,127 ) (6,382 ) (14,890 ) (19,145 ) Incremental interest costs (4,532 ) (12,888 ) (29,368 ) (37,973 ) Tax effect of adjustments (1,821 ) 4,874 5,884 14,147 Pro forma adjustments $ 4,054 $ (10,848 ) $ (13,097 ) $ (31,487 ) Other Acquisition Activity On October 11, 2017, the Company acquired 100% of TP Label Limited, the labels business of Tanzania Printers Limited (Tanzania Printers), and TP Kenya Limited (collectively, “TP Label”), which is located in Dar es Salaam, Tanzania with a sales and distribution center located in Nairobi, Kenya, for $15,929 less net cash acquired of $397. The purchase price included $9,557, which was retained by MCC at closing and will be used to repay the indebtedness of TP Label Limited and Tanzania Printers during the three months ended March 31, 2018. The purchase price also includes an indemnification holdback of $1,593 to fund certain potential obligations of the sellers with respect to the transaction, which is deferred for one year after the closing date. TP Label is primarily a pressure sensitive and glue-applied label business, serving customers in the food and beverage market. On August 3, 2017, the Company acquired 100% of GEWA Etiketten GmbH (GEWA), including the remaining 2.4% of the common shares of GIP (see below), for $21,846 plus net debt assumed of $5,150. Upon closing, $2,185 of the purchase price was deposited into an escrow account and is to be released to the seller on the 18-month On January 3, 2017, the Company acquired 100% of Graphix Labels and Packaging Pty Ltd. (Graphix) for $17,261. The purchase price included $1,631 that is deferred for two years after the closing date. Graphix is located in Melbourne, Victoria, Australia and specializes in producing labels for both the food & beverage and wine & spirits markets. In January 2017, the Company acquired an additional 67.6% of the common shares of GIP for $2,084 plus net debt assumed of $862. The purchase price included $208 that is deferred for one year after the closing date. The Company acquired 30% of GIP as part of the Barat acquisition in fiscal 2016, which included a fair value equity interest in GIP of $771. Immediately prior to obtaining a controlling interest in GIP, the Company recognized a gain of $690 as a result of re-measuring The determination of the final purchase price allocation to specific assets acquired and liabilities assumed is incomplete for GEWA, Graphix, GIP and TP Label. The purchase price allocations may change in future periods as the fair value estimates of assets and liabilities (including, but not limited to, accounts receivable, inventory, property, plant and equipment, intangibles and debt) and the valuation of the related tax assets and liabilities are completed. On July 6, 2016, the Company acquired 100% of Industria Litografica Alessandrina S.r.l. (I.L.A.) for $6,301 plus net debt assumed of $3,547. The purchase price included $819 that is deferred for three years after the closing date. I.L.A. is located in the Piedmont region of Italy and specializes in production of premium self-adhesive and wet glue labels primarily for the wine & spirits market and also services the food industry. On July 1, 2016, the Company acquired 100% of Italstereo Resin Labels S.r.l. (Italstereo) for $3,342 less net cash acquired of $181. The purchase price included a deferred payment of $201 that was paid in the three months ended September 30, 2017 and a deferred payment of $133 that is due two years after the closing date. Italstereo is located near Lucca, Italy and specializes in producing pressure sensitive adhesive resin coated labels, seals and emblems. On January 4, 2016, the Company acquired 100% of Cashin Print for $17,487 less net cash acquired of $135 and 100% of System Label for $11,665 less net cash acquired of $2,025. Cashin Print and System Label are located in Castlebar, Ireland and Roscommon, Ireland, respectively. The purchase prices for Cashin Print and System Label included $1,411 and $1,571, respectively, for purchase price adjustments, which were paid to the seller during the three months ended June 30, 2016. In addition, the purchase prices for Cashin Print and System Label include deferred payments of $3,317 and $1,011, respectively. These deferred payments may be paid during the fourth quarter of fiscal 2019. During the third quarter of fiscal 2017, the long-term liabilities related to these deferred payments were reduced based on management’s current estimate of the future payout and $887 was recorded in other income in the condensed consolidated statements of income. The acquired businesses supply multinational customers in Ireland, the United Kingdom and Continental Europe and provide Multi-Color with the opportunity to supply a broader product range to a larger customer base, especially in the healthcare market. On October 1, 2015, the Company acquired 100% of Supa Stik Labels (Supa Stik) for $6,787 less net cash acquired of $977. Supa Stik is located in Perth, West Australia and services the local wine, food & beverage and healthcare label markets. The purchase price included $622 that is deferred for two years after the closing date. On May 1, 2015, the Company acquired 100% of Mr. Labels in Brisbane, Queensland Australia for $2,110. The purchase price included $196 that was deferred until the first anniversary of the closing date, which was paid during the first quarter of fiscal 2017. Mr. Labels provides labels primarily to food and beverage customers. The results of operations of the acquisitions described above within this “Other Acquisitions Activity” section have been included in the condensed consolidated financial statements since the respective dates of acquisition and have been determined to be immaterial for purposes of additional disclosure. |