10-Q 1 mpsx-20160930x10q.htm 10-Q mpsx_10Q_Current_Folio

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2016

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                      

 

Commission File Number: 001-37598

 

C:\Users\ross.weiner\Desktop\MPS_logo.jpg

 

Multi Packaging Solutions International Limited

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

Bermuda

    

98-1249740

(State or Other Jurisdiction of
Incorporation or Organization)

 

(I.R.S. Employer
Identification Number)

 

 

 

Clarendon House, 2 Church Street
Hamilton, Bermuda

 

HM 11

(Address of Principal Executive Offices)

 

(Zip Code)

 

(441) 295-5950

(Registrant’s Telephone Number, Including Area Code)


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.   Yes  ☒    No  ◻ 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  ☒    No  ◻ 

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

 

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

☒  (Do not check if a smaller reporting company)

Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ◻    No  ☒ 

 

As of November 4, 2016, there were 77,452,946 common shares, $1.00 par value per share, outstanding.

 

 

 


 

Multi Packaging Solutions International Limited and subsidiaries

FOR THE THREE MONTHS ENDED September 30, 2016

 

INDEX

 

PART I ‒  FINANCIAL INFORMATION 

 

 

Item 1. 

Financial Statements (Unaudited)

 

Condensed Consolidated Balance Sheets

 

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

 

Condensed Consolidated Statement of Shareholders’ Equity

 

Condensed Consolidated Statements of Cash Flows

 

Notes to the Condensed Consolidated Financial Statements

Item 2. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

21 

Item 3. 

Quantitative and Qualitative Disclosures about Market Risk

31 

Item 4. 

Controls and Procedures

31 

 

 

 

 

 

PART II ‒ OTHER INFORMATION 

32 

 

 

Item 1. 

Legal Proceedings

32 

Item 1A. 

Risk Factors

32 

Item 6. 

Exhibits

32 

 

 

 

 

 

 

Signatures 

33 

Exhibit Index 

34 

 

 

 

 

 

 

 


 

Part 1 ‒ Financial Information

 

 

 

ITEM 1.FINANCIAL STATEMENTS 

 

 

MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED
AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS 
(in thousands, except share amounts)

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

    

September 30, 

    

June 30, 

 

 

 

2016

 

2016

 

 

 

(unaudited)

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

50,573

 

$

44,769

 

Accounts receivable, net

 

 

262,303

 

 

237,179

 

Inventories

 

 

162,097

 

 

165,617

 

Prepaid expenses and other current assets

 

 

27,136

 

 

30,742

 

Total current assets

 

 

502,109

 

 

478,307

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

 

 

 

 

 

Land

 

 

51,237

 

 

52,093

 

Buildings and improvements

 

 

68,447

 

 

65,827

 

Machinery and equipment

 

 

399,347

 

 

393,206

 

Furniture and fixtures

 

 

16,223

 

 

15,580

 

Construction in progress

 

 

13,876

 

 

12,689

 

Total

 

 

549,130

 

 

539,395

 

Less: Accumulated depreciation

 

 

(176,510)

 

 

(155,700)

 

Total property, plant and equipment, net

 

 

372,620

 

 

383,695

 

 

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

 

Intangible assets, net

 

 

323,297

 

 

340,858

 

Goodwill

 

 

462,488

 

 

464,714

 

Deferred income taxes

 

 

7,107

 

 

7,210

 

Other assets

 

 

35,446

 

 

32,806

 

Total assets

 

$

1,703,067

 

$

1,707,590

 

 

See notes to condensed consolidated financial statements.

1


 

MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED

AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

    

September 30, 

    

June 30, 

 

 

 

2016

 

2016

 

 

 

(unaudited)

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

$

175,398

 

$

171,935

 

Payroll and benefits

 

 

33,122

 

 

36,977

 

Other current liabilities

 

 

37,093

 

 

40,892

 

Current portion of long-term debt

 

 

6,916

 

 

7,307

 

Income taxes payable

 

 

6,043

 

 

4,489

 

Total current liabilities

 

 

258,572

 

 

261,600

 

 

 

 

 

 

 

 

 

Long-term debt, less current portion

 

 

897,380

 

 

900,516

 

Deferred income taxes

 

 

71,636

 

 

72,625

 

Other long-term liabilities

 

 

28,804

 

 

29,955

 

Total liabilities

 

 

1,256,392

 

 

1,264,696

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

Authorized share capital – $1.00 par value, 1,000,000,000 shares authorized

 

 

 

 

 

 

 

Preference shares – no shares issued

 

 

 —

 

 

 —

 

Common shares – 77,452,946 issued and outstanding

 

 

77,453

 

 

77,453

 

Additional paid-in capital

 

 

470,612

 

 

469,698

 

Accumulated deficit

 

 

(29,984)

 

 

(43,233)

 

Accumulated other comprehensive loss

 

 

(72,663)

 

 

(63,290)

 

Total Multi Packaging Solutions International Limited shareholders’ equity

 

 

445,418

 

 

440,628

 

Noncontrolling interest

 

 

1,257

 

 

2,266

 

Total shareholders’ equity

 

 

446,675

 

 

442,894

 

Total liabilities and shareholders’ equity

 

$

1,703,067

 

$

1,707,590

 

 

See notes to condensed consolidated financial statements.

 

 

 

2


 

 

MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED
AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

(in thousands, except per share amounts)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

September 30, 

 

 

    

2016

    

2015

 

Net sales

 

$

407,825

 

$

459,051

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

323,481

 

 

359,710

 

Gross profit

 

 

84,344

 

 

99,341

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

56,334

 

 

58,312

 

Transaction related expenses

 

 

284

 

 

350

 

Total selling, general and administrative expenses

 

 

56,618

 

 

58,662

 

 

 

 

 

 

 

 

 

Operating income

 

 

27,726

 

 

40,679

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

 

2,937

 

 

(3,635)

 

Interest expense

 

 

(14,642)

 

 

(18,729)

 

Total other expense, net

 

 

(11,705)

 

 

(22,364)

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

16,021

 

 

18,315

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

(3,152)

 

 

(5,231)

 

 

 

 

 

 

 

 

 

Consolidated net income

 

 

12,869

 

 

13,084

 

 

 

 

 

 

 

 

 

Net loss (income) attributable to noncontrolling interest

 

 

380

 

 

(77)

 

 

 

 

 

 

 

 

 

Net income attributable to shareholders of

 Multi Packaging Solutions International Limited

 

$

13,249

 

$

13,007

 

 

 

 

 

 

 

 

 

Net income attributable to shareholders of

 Multi Packaging Solutions International Limited per share:

 

 

 

 

 

 

 

Basic

 

$

0.17

 

$

0.21

 

Diluted

 

$

0.17

 

$

0.21

 

 

 

 

 

 

 

 

 

Weighted-average number of common shares outstanding:

 

 

 

 

 

 

 

Basic

 

 

77,453

 

 

61,939

 

Diluted

 

 

77,453

 

 

61,939

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

Cumulative foreign currency translation adjustment

 

$

(8,868)

 

$

(9,692)

 

Adjustment on available-for-sale securities

 

 

(16)

 

 

(17)

 

Pension adjustments

 

 

(489)

 

 

792

 

Total other comprehensive loss

 

 

(9,373)

 

 

(8,917)

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

3,496

 

 

4,090

 

Comprehensive loss (income) attributable to non-controlling interests

 

 

380

 

 

(12)

 

Comprehensive income attributable to shareholders of

 Multi Packaging Solutions International Limited

 

$

3,876

 

$

4,078

 

 

See notes to condensed consolidated financial statements.

 

3


 

 

MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED
AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(in thousands, except share amounts)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

Other

 

 

 

 

Total

 

 

 

Common Shares

 

Paid-In

 

Accumulated

 

Comprehensive

 

Noncontrolling

 

Shareholders’

 

 

    

Shares

    

Amount

    

Capital

    

(Deficit)

    

Loss

    

Interest

    

Equity

 

Balance at June 30, 2016

 

77,452,946

 

$

77,453

 

$

469,698

 

$

(43,233)

 

$

(63,290)

 

$

2,266

 

$

442,894

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

 

 

 

 

13,249

 

 

 

 

(380)

 

 

12,869

 

Stock compensation

 

 —

 

 

 —

 

 

285

 

 

 

 

 

 

 

 

285

 

Purchase of non-controlling interest

 

 

 

 

 

629

 

 

 

 

 —

 

 

(629)

 

 

 —

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

(9,373)

 

 

 

 

(9,373)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2016

 

77,452,946

 

$

77,453

 

$

470,612

 

$

(29,984)

 

$

(72,663)

 

$

1,257

 

$

446,675

 

 

See notes to condensed consolidated financial statements.

 

 

 

 

4


 

 

MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED
AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

(in thousands)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended  September 30, 

 

 

 

2016

    

2015

 

Operating Activities

    

 

 

    

 

 

 

Net income

 

$

12,869

 

$

13,084

 

Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:

 

 

 

 

 

 

 

Depreciation expense

 

 

16,729

 

 

19,247

 

Amortization expense

 

 

12,712

 

 

14,064

 

Amortization of deferred financing fees

 

 

946

 

 

1,221

 

Deferred income taxes

 

 

(158)

 

 

(697)

 

Stock compensation

 

 

285

 

 

(414)

 

Unrealized foreign currency (gain) loss

 

 

(2,184)

 

 

1,183

 

Other

 

 

(341)

 

 

1,255

 

Change in assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

(26,406)

 

 

(29,546)

 

Inventories

 

 

2,409

 

 

933

 

Prepaid expenses and other current assets

 

 

3,660

 

 

(859)

 

Other assets

 

 

(3,595)

 

 

(4,496)

 

Accounts payable

 

 

4,985

 

 

15,724

 

Payroll and benefits

 

 

(3,836)

 

 

(348)

 

Other current liabilities

 

 

(3,823)

 

 

(101)

 

Income taxes payable

 

 

1,527

 

 

3,957

 

Other long-term liabilities

 

 

(715)

 

 

(1,188)

 

Net cash and cash equivalents provided by operating activities

 

 

15,064

 

 

33,019

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(6,645)

 

 

(12,321)

 

Additions to intangible assets

 

 

(34)

 

 

(28)

 

Proceeds from sale of assets

 

 

45

 

 

325

 

Acquisitions of businesses, net of cash acquired

 

 

 —

 

 

(2,749)

 

Net cash and cash equivalents used in investing activities

 

 

(6,634)

 

 

(14,773)

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

Proceeds from short-term borrowings

 

 

 —

 

 

26,483

 

Payments on short-term borrowings

 

 

 —

 

 

(24,965)

 

Payments on long-term debt

 

 

(2,874)

 

 

(4,094)

 

Net cash and cash equivalents used in financing activities

 

 

(2,874)

 

 

(2,576)

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

248

 

 

3,934

 

Increase in cash and cash equivalents

 

 

5,804

 

 

19,604

 

Cash and cash equivalents—beginning

 

 

44,769

 

 

55,675

 

Cash and cash equivalents—ending

 

$

50,573

 

$

75,279

 

 

See notes to condensed consolidated financial statements.

 

 

 

 

5


 

Multi Packaging Solutions International Limited and subsidiaries

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

(amounts in thousands, except per share amounts)  

(unaudited)  

 

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.

 

 

Note 2—Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements as of September 30, 2016 and for the three months ended September 30, 2016 and 2015 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 September 30, 2016 and the condensed consolidated statements of operations and comprehensive income (loss) for the three months ended September 30, 2016 and 2015 and the statements of cash flows for the three months ended September 30, 2016 and 2015 and statement of shareholders’ equity for the three months ended September 30, 2016 are

6


 

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 months ended September 30, 2016 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 September 30, 2016, the Company owns 80% of the outstanding ownership interests in Denver.

 

Newly Adopted Accounting Pronouncements

 

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 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 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.

 

7


 

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.

 

 

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

 

 

 

September 30, 

 

 

    

2016

    

2015

 

Numerator:

    

 

 

    

 

 

 

Net income available to common
shareholders—basic and diluted

 

$

13,249

 

$

13,007

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

Weighted average number of
common shares outstanding—basic

 

 

77,453

 

 

61,939

 

Effect of unvested restricted stock and restricted stock units *

 

 

 —

 

 

 —

 

Weighted average number of
common shares outstanding—diluted

 

 

77,453

 

 

61,939

 

 

 

 

 

 

 

 

 

Basic earnings per common share

 

$

0.17

 

$

0.21

 

Dilutive earnings per common share

 

$

0.17

 

$

0.21

 

 

* The effect of unvested restricted stock and restricted stock units for the three months ended September 30, 2016 was not material.

 

 

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.

 

Chicago Paper Tube and Can Co.

 

On January 26, 2015, 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

8


 

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.

 

BluePrint Media Limited

 

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. BluePrint had annual revenue of approximately $23,000 in its most recently completed year prior to the acquisition. 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 $1,301 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 $1,228 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 September 30, 2016. BluePrint’s operations, which are included in the Europe operating segment, are not material to the Company’s consolidated financial statements.

 

 

Note 5—Inventories

 

Inventories consisted of the following:

 

 

 

 

 

 

 

 

 

 

    

As of

    

As of

 

 

 

September 30, 2016

 

June 30, 2016

 

Raw materials

 

$

53,527

 

$

52,964

 

Work in progress

 

 

28,490

 

 

28,806

 

Finished goods

 

 

80,080

 

 

83,847

 

 

 

$

162,097

 

$

165,617

 

 

 

 

Note 6—Intangible Assets

 

Intangible assets, net, consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Carrying

 

Accumulated

 

 

 

Weighted Average

 

As of September 30, 2016

 

Amount

 

Amortization

 

Net

 

Useful Life (Years)

 

Customer relationships

 

$

444,464

 

$

(132,801)

 

$

311,663

 

20

 

Developed technology

 

 

17,249

 

 

(8,893)

 

 

8,356

 

5

 

Photo library

 

 

1,431

 

 

(737)

 

 

694

 

5

 

Licensing agreements

 

 

3,364

 

 

(780)

 

 

2,584

 

20

 

Total

 

$

466,508

 

$

(143,211)

 

$

323,297

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

9


 

 

Amortization expense included in selling, general and administrative expenses was as follows:

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

September 30, 

 

 

    

2016

    

2015

 

Amortization of intangible assets

 

$

12,712

 

$

14,064

 

 

 

 

 

 

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 three months ended September 30, 2016 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

Europe

 

Asia

 

Total

 

Balance as of June 30, 2016

 

$

258,081

 

$

205,804

 

$

829

 

$

464,714

 

Translation adjustments

 

 

 —

 

 

(2,226)

 

 

 —

 

 

(2,226)

 

Balance as of September 30, 2016

 

$

258,081

 

$

203,578

 

$

829

 

$

462,488

 

 

 

 

 

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 September 30, 2016

    

Level 1

    

Level 2

    

Level 3

    

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale securities

 

$

245

 

$

 

$

 

$

245

 

Foreign currency contracts

 

 

 —

 

 

406

 

 

 

 

406

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

 

 

 

2,977

 

 

 

 

2,977

 

Foreign currency contracts

 

 

 

 

371

 

 

 

 

371

 

Contingent consideration

 

 

 

 

 —

 

 

1,228

 

 

1,228

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

10


 

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 September 30, 2016 and June 30, 2016, one of the swaps had a notional amount of £84,390 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 €97,285 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 September 30, 2016 and June 30, 2016, the swaps had a negative fair value of $2,977 and $3,573, respectively, which is included in other long-term liabilities 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 acquisition of BluePrint in July 2015, payment of a portion of the purchase price is 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 three months ended September 30, 2016.

 

 

Note 9—Other Income (Expense), net

 

Other income (expense), net is comprised of the following for the three months ended September 30, 2016 and 2015:

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

September 30, 

 

 

    

2016

    

2015

 

 

 

 

 

 

 

 

 

Gain (loss) on derivatives

 

$

497

 

$

(755)

 

Foreign currency gains (losses)

 

 

2,440

 

 

(2,877)

 

Other

 

 

 —

 

 

(3)

 

Other income (expense), net

 

$

2,937

 

$

(3,635)

 

 

 

 

 

Note 10—Accumulated Other Comprehensive Income (Loss)

 

The change in accumulated other comprehensive income (loss) for the three months ended September 30, 2016 and 2015 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)

 

 

(8,868)

 

 

(16)

 

 

(489)

 

 

(9,373)

 

Balance as of September 30, 2016

 

$

(86,296)

 

$

16

 

$

13,617

 

$

(72,663)

 

 

 

(a)

Includes $1,832 of unrealized foreign currency gains and losses related to intercompany foreign currency transactions that are of a long-term investment nature and a net investment hedge.

 

11


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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)

 

 

(9,633)

 

 

(17)

 

 

792

 

 

(8,858)

 

Balance as of September 30, 2015

 

$

(42,678)

 

$

(2)

 

$

20,535

 

$

(22,145)

 

 

There were no amounts reclassified from accumulated other comprehensive income during the three months ended September 30, 2016 and 2015.

 

 

Note 11—Income Taxes

 

For the three months ended September 30, 2016 and 2015, the effective tax rates which includes the impact of discrete items, were as follows:

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

September 30, 

 

 

    

2016

    

2015

 

Effective tax rate provision

 

19.7

%  

 

28.6

%

 

 

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 three months ended September 30, 2016 was a benefit of $778 related to a reduction in the enacted UK statutory tax rate and an expense of $619 related to the finalization of a state audit. Excluding these discrete items, the effective tax rate for the three months ended September 30, 2016 is lower than the statutory rate primarily due to the mix of earnings. This includes the forecasted tax benefit primarily in the United States resulting from debt extinguishment charges recorded in October 2016 (see Note 19, Subsequent Events). 

 

As of September 30, 2016 and June 30, 2016, the total liability for uncertain tax benefits, including accrued interest and penalties, was $2,030 and $2,106, respectively, which is included in other long-term liabilities on the accompanying condensed consolidated balance sheets.

 

In October 2015, the Mexican Tax Authorities concluded their audit of the 2008 tax year and issued an assessment. The Company has filed an appeal with the Mexican Tax Court. The Company has been indemnified for all taxes payable and unrecognized tax positions by ASG from the prior owners for the audits in Canada and the tax court case in Mexico.

 

During the three months ended September 30, 2016 and 2015, cash paid for taxes was $2,028 and $2,891, respectively.

 

 

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.

 

12


 

For the three months ended September 30, 2016 and 2015, the components of total periodic benefit costs were as follows:

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

September 30, 

 

 

    

2016

    

2015

 

Components of net periodic benefit (benefit) cost:

    

 

 

    

 

 

 

Service cost

 

$

892

 

$

898

 

Interest cost

 

 

3,924

 

 

6,048

 

Expected return on plan assets

 

 

(5,026)

 

 

(6,806)

 

Net periodic (benefit) cost

 

$

(210)

 

$

140

 

 

 

 

Note 13—Indebtedness

 

Total borrowings outstanding are summarized as follows:

 

 

 

 

 

 

 

 

 

 

    

As of

    

As of

 

 

 

September 30, 2016

 

June 30, 2016

 

Term Loans, due September 2020

 

 

 

 

 

 

 

Dollar Tranche A Term Loan

 

$

94,546

 

$

94,851

 

Dollar Tranche B Term Loan

 

 

255,084

 

 

255,909

 

Dollar Tranche C Term Loan

 

 

104,885

 

 

105,223

 

Sterling Term Loan

 

 

114,538

 

 

118,379

 

Euro Term Loan

 

 

148,110

 

 

146,744

 

Less: discount and issuance costs

 

 

(12,034)

 

 

(12,868)

 

Total Term Loans, net of discount and issuance costs

 

 

705,129

 

 

708,238

 

 

 

 

 

 

 

 

 

Notes Payable, due August 2021, net of discount and issuance costs

 

 

196,902

 

 

196,743

 

 

 

 

 

 

 

 

 

Other borrowings:

 

 

 

 

 

 

 

Foreign debt

 

 

1,804

 

 

2,137

 

Capital leases

 

 

461

 

 

705

 

 

 

 

 

 

 

 

 

Total borrowings outstanding

 

 

904,296

 

 

907,823

 

 

 

 

 

 

 

 

 

Less: short-term foreign borrowings and current portion of
long-term debt, net of discount and issuance costs

 

 

(6,916)

 

 

(7,307)

 

 

 

 

 

 

 

 

 

Long-term debt, less current portion

 

$

897,380

 

$

900,516

 

 

As of September 30, 2016 and June 30, 2016, the fair value of the notes payable, due August 2021, was $212,750 and $209,000, respectively, and the carrying value was $196,902 and $196,743, respectively. The bonds payable fair value was determined using quoted market prices (level 2). The carrying amount of the Company’s other borrowings approximate their fair value.

 

The Company’s borrowing arrangements, including available borrowings under the Fourth Amendment to the Credit Agreement, are discussed further in 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. As of September 30, 2016 and June 30, 2016, the Company was in compliance with all associated covenants.

 

Refer to Note 19, Subsequent Events, for further descriptions of certain transactions related to the Company’s indebtedness that occurred in October 2016.

 

 

 

13


 

Note 14—Restructuring Related Costs

 

The Company previously announced the closure of the former ASG facility located in Melrose Park, Illinois in September 2015, and the closure was completed in February 2016. In May 2016, the intention to relocate the Stuttgart, Germany business was announced and in August 2016, the intention to close the Bradford, United Kingdom was announced. 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

 

 

2,802

 

 

66

 

 

2,868

 

Amounts paid

 

 

(485)

 

 

(169)

 

 

(654)

 

Other (principally foreign currency translation)

 

 

24

 

 

 —

 

 

24

 

Balance at September 30, 2016

 

$

5,817

 

$

196

 

$

6,013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance and

 

Costs Associated with Exit

 

 

 

 

 

    

Employee Related

    

or Disposal Activities

    

Total

 

Balance at June 30, 2015

 

$

256

 

$

776

 

$

1,032

 

Restructuring related costs

 

 

1,548

 

 

1,278

 

 

2,826

 

Amounts paid

 

 

(247)

 

 

(109)

 

 

(356)

 

Balance at September 30, 2015

 

$

1,557

 

$

1,945

 

$

3,502

 

 

 

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 months ended September 30, 2016 and 2015. Accrued restructuring related costs are included in other current liabilities on the condensed consolidated balance sheets.

 

The total restructuring related costs for the three months ended September 30, 2016 were principally recorded in the Europe segment, while the total restructuring related costs for the three months ended September 30, 2015 were principally recorded in the North America segment.

 

 

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 8% 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 are set to expire at various dates between 2017, at which time, the Company expects to negotiate a renewal of the agreements.

   

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.

 

 

14


 

Note 16—Related Party Transactions 

 

On February 13, 2014, the Company loaned CEP III Chase Finance S.à r.l., an entity owned by Carlyle, and Mustang Intermediate Investments S.à r.l., an entity owned by Madison Dearborn Partners, each $1,677 to enable them to purchase 5.1% of the outstanding capital stock of CD Cartondruck GmbH. The notes bear interest at a rate of 2.0%, compounded annually, and had a maturity date of February 14, 2015. The loan had automatic renewal periods unless terminated through a written notice no less than four weeks prior to maturity. The $3,354 note receivable was recorded in other assets on the consolidated balance sheet as of June 30, 2015. On October 8, 2015, the Company purchased CD Cartondruck GmbH for the value of the note plus interest. The transaction was accounted for as an acquisition of noncontrolling interest and included in the statement of stockholders’ equity. As of October 8, 2015, the Company owns 100% of the outstanding capital stock of CD Cartondruck GmBH.

 

In connection with the Company entering into that certain Fifth Amendment to Credit Agreement and Third Incremental Joinder as more fully described in Note 19, certain affiliates of Carlyle hold approximately $55,000 principal amount of the Company’s outstanding debt obligations under the Incremental Term Loan (as defined in Note 19), Euro Term Loan and Sterling Term Loan.

 

 

Note 17—Stock Based Compensation 

 

The Company recognized compensation expense, or (reduction of expense), related to awards under its stock based compensation plans as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Fiscal Year Ended

 

 

 

September 30, 

 

 

June 30, 

 

 

    

2016

    

2015

 

 

2016

 

Performance Based Units

 

$

 —

 

$

 

 

$

9,460

 

2014 Equity Incentive Plan

 

 

 —

 

 

(414)

 

 

 

16,352

 

Payroll taxes relating to stock based compensation

 

 

 —

 

 

 

 

 

723

 

 

 

 

 —

 

 

(414)

 

 

 

26,535

 

2015 Incentive Award Plan

 

 

285

 

 

 

 

 

234

 

Total

 

$

285

 

$

(414)

 

 

$

26,769

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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. During fiscal 2016, Holdings did not issue any time-vesting profits interests or performance-vesting profits interests. 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

15


 

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, or (reduction of expense), related to awards under the 2014 Plan as follows:

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Fiscal Year Ended

 

 

 

September 30, 2015

 

June 30, 2016

 

Time vesting profits interests

 

$

(275)

 

 

5,569

 

Time vesting restricted capital interests

 

 

(139)

 

 

3,410

 

Performance-vesting profits interests

 

 

 —

 

 

7,373

 

Total

 

$

(414)

 

$

16,352

 

 

2014 Plan—Profits Interests Valuation

 

As an input to the Black-Scholes model, and for valuation of the profits interests and restricted capital interest awards, the Company estimated the fair value of Holdings’ equity quarterly. The Company relied on the results of a discounted cash flow analysis but also considered other widely recognized valuation models. The discounted cash flow analysis is dependent on a number of significant management assumptions regarding the expected future financial results of the Company and Holdings, as well as upon estimates of an appropriate cost of capital. A sensitivity analysis was performed in order to establish a narrow range of estimated fair values for the equity of Holdings. The market approach consists of identifying a set of guideline public companies. Multiples of historical and projected earnings before interest, taxes, depreciation and amortization (“EBITDA”) determined based on the guideline companies are applied to Holdings’ EBITDA in order to establish a range of estimated fair value for the equity of Holdings. After considering all of these estimates of fair value, the Company then determines a single estimated fair value of the equity to be used in accounting for equity-based compensation.

 

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. There was no active market for Holdings’ equity. Therefore, as a substitute for Holdings’ volatility, the Company elected to use the historical volatility of various publicly traded companies in the printing industry. The expected term of profits interests granted is derived from the output of the option valuation model and represents the period of time that profits interests granted are expected to be outstanding. The risk-free rate for periods within the life of the profits interests is based on the U.S. Treasury yield curve in effect at the time of grant. During the three months ended September 30, 2015, the Company utilized 4.26 years as the expected term, 41.0% for its expected volatility, and 1.2% for the risk free rate of interest. The Company does not expect to pay any dividends and the weighted average of profits interest was $10.54 per profits interest. 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 that uses the assumptions described below and considers a lack of marketability discount. There was no active market for Holdings’ equity. Therefore, as a substitute for Holdings’ volatility, the Company elected to use the historical volatility of various publicly traded companies in the printing industry. The Company uses historical data to estimate employee terminations within the valuation model. The expected term of restricted capital interests granted is derived from the output of the option valuation model and represents the period of time that restricted capital interests granted are expected to be outstanding. The risk-free rate for periods within the life of

16


 

the restricted capital interests is based on the U.S. Treasury yield curve in effect at the time of grant. During the three months ended September 30, 2015, the Company utilized 4.26 years as the expected term, 41.0% for its expected volatility, and 1.2% for the risk free rate of interest. The Company does not expect to pay any dividends and the weighted average of restricted capital interests was $11.23 per capital interest. 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 restricted stock and restricted stock unit activity for the three months ended September 30, 2016 is as follows:

 

 

 

 

 

 

 

 

 

 

 

Number Restricted Stock and Restricted Stock Units

 

Weighted Average Grant Date Fair Value (per share)

 

Non-vested as of June 30, 2016

 

 

171,854

 

$

13.41

 

Granted

 

 

466,110

 

$

13.72

 

Non-vested as of September 30, 2016

 

 

637,964

 

$

13.63

 

 

The Company recorded expense of $285 for the three months ended September 30, 2016 in connection with stock grants under the 2015 Plan. As of September 30, 2016, $8,400 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 2.9 years.

 

 

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.

 

17


 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

September 30, 

 

 

    

2016

    

2015

 

Net Sales

 

 

 

 

 

 

 

North America

 

$

189,300

 

$

215,532

 

Europe

 

 

195,673

 

 

221,413

 

Asia

 

 

22,852

 

 

22,106

 

Total Net Sales

 

$

407,825

 

$

459,051

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

 

 

 

 

 

 

North America

 

$

14,211

 

$

15,490

 

Europe

 

 

14,269

 

 

17,058

 

Asia

 

 

961

 

 

763

 

Total Depreciation and Amortization

 

$

29,441

 

$

33,311

 

 

 

 

 

 

 

 

 

Operating Income

 

 

 

 

 

 

 

North America

 

$

9,727

 

$

14,342

 

Europe

 

 

16,115

 

 

23,223

 

Asia

 

 

1,884

 

 

3,114

 

Total Operating Income

 

$

27,726

 

$

40,679

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

North America

 

$

25,297

 

$

32,262

 

Europe

 

 

31,826

 

 

40,791

 

Asia

 

 

2,933

 

 

4,143

 

Total Adjusted EBITDA

 

$

60,056

 

$

77,196

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

September 30, 

 

 

    

2016

    

2015

 

Capital Expenditures

 

 

 

 

 

 

 

North America

 

$

3,817

 

$

5,553

 

Europe

 

 

2,389

 

 

4,004

 

Asia

 

 

439

 

 

2,764

 

Total Capital Expenditures

 

$

6,645

 

$

12,321

 

 

 

 

 

 

 

 

 

 

 

 

    

As of September 30, 

    

As of June 30, 

 

 

 

2016

 

2016

 

Total Assets

 

 

 

 

 

 

 

North America

 

$

748,704

 

$

754,418

 

Europe

 

 

883,664

 

 

883,361

 

Asia

 

 

70,699

 

 

69,811

 

Total Assets

 

$

1,703,067

 

$

1,707,590

 

 

18


 

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

 

 

 

September 30, 

 

 

    

2016

    

2015

 

Premium Folding Cartons

 

$

269,216

 

$

311,621

 

Inserts

 

 

60,976

 

 

65,575

 

Labels

 

 

33,255

 

 

33,769

 

Rigid Packaging

 

 

32,237

 

 

34,263

 

Other Consumer Products

 

 

39,403

 

 

53,940

 

Total

 

 

435,087

 

 

499,168

 

Sales Reserves and Eliminations

 

 

(27,262)

 

 

(40,117)

 

Total Net Sales

 

$

407,825

 

$

459,051

 

 

 

 

 

 

 

 

 

Consumer

 

$

206,173

 

$

233,338

 

Healthcare

 

 

153,777

 

 

157,759

 

Multi-Media

 

 

47,875

 

 

67,954

 

Total Net Sales

 

$

407,825

 

$

459,051

 

 

 

The following is a reconciliation of EBITDA and Adjusted EBITDA to consolidated net income.

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

September 30, 

 

 

    

2016

    

2015

 

Consolidated net income

 

$

12,869

 

$

13,084

 

Depreciation and amortization

 

 

29,441

 

 

33,311

 

Interest expense

 

 

14,642

 

 

18,729

 

Income tax expense

 

 

3,152

 

 

5,231

 

EBITDA

 

 

60,104

 

 

70,355

 

 

 

 

 

 

 

 

 

Transaction costs

 

 

284

 

 

350

 

Stock based and deferred compensation

 

 

309

 

 

(272)

 

Purchase accounting adjustments

 

 

228

 

 

331

 

Restructuring related costs

 

 

2,868

 

 

2,826

 

Loss on sale of fixed assets

 

 

107

 

 

194

 

Foreign currency (gains) losses

 

 

(2,440)

 

 

2,867

 

Other adjustments to EBITDA

 

 

(1,404)

 

 

545

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

60,056

 

$

77,196

 

 

 

19


 

 

Note 19—Subsequent Events

 

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. AJS’ net sales for its most recently completed 12 months were approximately £9,000 (approximately $12,000). The preliminary cash purchase price included an estimated working capital payment to the sellers and totaled £10,991, net of cash acquired ( $13,425 at the transaction date exchange rate). The final purchase price is subject to a working capital, net debt and EBITDA adjustment with the sellers. The purchase price was funded with existing cash balances.

 

On October 14, 2016, certain wholly owned subsidiaries of the Company entered into that certain Fifth Amendment to 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 so that 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.

 

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 business complements the Company’s existing transaction card operations and offers customers a broader range of options. Net sales for i3 for the most recently completed 12 months were approximately $13,000. The preliminary purchase price paid to the seller included cash consideration of $15,000 and 226,224 common shares of the Company, valued at $3,000. The final purchase price is 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 Asset Purchase Agreement, through September 30, 2019. Such additional cash consideration may range from zero to $13,800.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20


 

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with our unaudited condensed consolidated September 30, 2016 quarterly financial statements included elsewhere in this report. The statements in the discussion and analysis regarding industry outlook, our expectations regarding the performance of our business and other forward-looking statements are subject to numerous known and unknown risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Forward-Looking Statements” and “Risk Factors” in our Annual Report on Form 10-K. Our actual results may differ materially from those contained in or implied by any forward-looking statements. For purposes of this section, all references to “we,” “us,” “our,” “MPS” or the “Company” refer to Multi Packaging Solutions International Limited and subsidiaries.  

 

Any statements made in this quarterly report that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as “anticipates,” “expects,” “suggests,” “plans,” “believes,” “intends,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecasts,” and other similar expressions. We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. As you read and consider this quarterly report, you should understand that these statements are not guarantees of performance or results. The forward-looking statements and projections are subject to and involve risks, uncertainties and assumptions and you should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements and projections. Factors that may materially affect such forward-looking statements and projections include:  

 

·

our ability to compete against competitors with greater resources or lower operating costs;

·

adverse developments in economic conditions, including downturns in the geographies and target markets that we serve;

·

difficulties in restructuring operations, closing facilities or disposing of assets;

·

our ability to successfully integrate our acquisitions and identify and integrate future acquisitions;

·

our ability to realize the growth opportunities and cost savings and synergies we anticipate from the initiatives that we undertake;

·

changes in technology trends and our ability to develop and market new products to respond to changing customer preferences and regulatory environment;

·

the impact of electronic media and similar technological changes, including the substitution of physical products for digital content;

·

seasonal fluctuations;

·

the impact of significant regulations and compliance expenditures as a result of environmental, health and safety laws;

·

risks associated with our non-U.S. operations;

·

exposure to foreign currency exchange rate volatility;

·

negative effects resulting from the United Kingdom’s referendum on withdrawal from the European Union;

·

the loss of, or reduced purchases by, one or more of our large customers;

·

failure to attract and retain key personnel;

·

increased information technology security threats and targeted cybercrime;

·

changes in the cost and availability of raw materials;

·

operational problems at our facilities;

·

the impact of any labor disputes or increased labor costs;

·

the failure of quality control measures and systems resulting in faulty or contaminated products;

·

the occurrence or threat of extraordinary events, including natural disasters and domestic and international terrorist attacks;

·

increased energy or transportation costs;

·

our ability to develop product innovations and improve production technology and expertise;

21


 

·

the impact of litigation, uninsured judgments or increased insurance premiums;

·

an impairment of our goodwill or intangible assets;

·

our ability to comply with all applicable export control laws and regulations of the United States and other countries and restrictions imposed by the Foreign Corrupt Practices Act;

·

the impact of regulations to address climate change;

·

risks associated with the funding of our pension plans, including actions by governmental authorities;

·

the impact of regulations related to conflict minerals;

·

our ability to acquire and protect our intellectual property rights and avoid claims of intellectual property infringement;

·

changes in income taxes and other restrictions and limitations if we were to decide to repatriate any of our income, capital or cash to the United States or other jurisdictions;

·

the impact of government action or a change in U.S. tax law on our status as a foreign corporation for U.S. federal tax purposes;

·

risks related to our substantial indebtedness;

·

failure of internal control over financial reporting;

·

the amount of the costs related to operating as a publicly traded company;

·

the ability of The Carlyle Group and Madison Dearborn Partners to control us;

·

other factors disclosed in this quarterly report; and

·

other factors beyond our control.

 

These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this quarterly report. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Overview

 

We print and manufacture high quality paperboard, paper and plastic packaging in the North American, European and Asian segments. Within each of these geographic segments, we sell products into the healthcare, consumer and multi-media end markets.

 

The healthcare market includes pharmaceutical, nutraceutical and healthcare related products. The consumer market includes cosmetics, personal care and toiletries, food, spirits, sporting goods, transaction and gift cards, confectionary, liquor and general consumer products. The multi-media market includes home video, software, music, video games and media related special packaging products.

 

Products are manufactured in 59 facilities located in the United States, Europe, Canada, Mexico and China. We also have strategic alliances with companies in Europe and China who outsource certain products and production activities. In some cases, we procure non-paperboard, paper or plastic products to include in special packaging project deliverables for our customers. Products are generally cartons, labels, inserts or other paper or paperboard packaging products.

 

Cartons are generally paperboard based folding cartons. Labels are generally paper and pressure sensitive label stock printed products that are delivered in reel form or in a cut and stack form and can include basic labels for bottles and boxes, and extended content labels designed to deliver more information to the ultimate purchaser of our customer’s products. Inserts include fine paper folded inserts used in the delivery of detailed warnings, instructions and other information to the ultimate purchaser of our customer’s products. Other products include all remaining products. Often the project deliverables to a customer include all or a combination of these products.

 

Our strategic objectives are (i) continuing to enhance our position as a leading provider of packaging products to the segments we serve and can serve in North America, Europe and Asia; (ii) the expansion further into international markets to meet the global sourcing needs of our customers; and (iii) the identification of other areas in the packaging industry that can most benefit from our ability to deliver quality packaging products according to our customers’ needs, including the leveraging of our recent transactions via cross-selling both products and geographies. To achieve these objectives, we intend to continue expanding our printing, packaging and graphic arts capabilities, including the development and application of advanced manufacturing technologies and the establishment of manufacturing facilities in strategic international markets.

 

22


 

Key Transactions

 

Acquisition of i3 Plastic Cards

 

On November 4, 2016, we 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 business complements the Company’s existing transaction card operations and offers customers a broader range of options. Net sales for i3 for the most recently completed 12 months prior to the acquisition were approximately $13 million.  

 

Acquisition of AJS

 

On October 14, 2016, we acquired AJS Group Limited (“AJS”), a leading supplier in the United Kingdom of self-adhesive labels. The addition of this specialist business complements our existing operations and extends our marketing capability and reach to customers within the branded consumer sectors and international beauty and personal care sectors. AJS’ net sales for the most recently completed 12 months prior to the acquisitions were approximately £9 million (approximately $12 million).  

 

Acquisition of Chicago Paper Tube and Can

 

On January 26, 2016, we completed the acquisition of Chicago Paper Tube and Can (“CPT”). CPT provides the Company with high end round rigid packaging capability in North America. CPT’s net sales for the most recently completed 12 months prior to the acquisition were approximately $5 million.

 

Acquisition of BP Media

 

On July 1, 2015, we completed the acquisition of BP Media, Ltd. (“BluePrint”). The acquisition of BluePrint provides us 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 us with an established sales presence in the media markets in Europe, which will enable us to serve the European needs of global media releases. BluePrint’s net sales for the most recently completed 12 months prior to the acquisition were approximately $23 million.

 

Acquisition Accounting

 

All of the transactions described above were accounted for using the acquisition method of accounting. Accordingly, in all cases the assets and liabilities of the acquired or merged entities were recorded at fair value as of the respective closing dates and the results of operations of the entities are included in our results of operations from the date of closing.

 

 

Trends

 

General Information

 

Our largest customers are generally large multinational entities, many of which are consolidating global packaging requirements under a smaller number of suppliers. We believe we are favorably situated for this transition due to our many facilities, global footprint, standardized equipment from plant to plant and our relative size to other packaging suppliers. The packaging marketplace is very fragmented, with no one vendor providing a significant portion of the packaging needs.

 

Net Sales Trends

 

Net sales are impacted by the macroeconomic performance of our geographic segments and the markets within these geographic segments. Packaging net sales tend to be strongest just before the underlying customer’s busy season, which for high-end branded products is generally strongest in our first and second fiscal quarters.

 

Healthcare net sales in each of our geographic segments are influenced by the severity of a particular region’s cold and flu seasons, as well as the development and acceptance of certain new products, and the stage of product, from the prescription-only stage to the private label or generic stage.

23


 

 

European consumer net sales of confectionary products are generally stronger in our second quarter due to the holiday season. North American and European consumer net sales of spirits are also generally stronger in our second quarter due to the holiday season. Asia consumer net sales of spirits are generally stronger in their holiday season, generally in our third fiscal quarter.

 

The net sales to the North American multi-media end market are influenced by the success of a particular year’s movie releases, which can generate special packaging needs for these customers. Net sales of packaging in the North American video game market are generally influenced by the age of existing, and introduction of new, gaming platforms. Product launches, which cannot be predicted far in advance, have an impact on net sales, particularly with respect to special packaging needed for the holiday season. Overall, we have experienced a decline in multi-media net sales in recent years and expect this trend to continue as a percentage of our total net sales.

 

Impact of Inflation and Pricing

 

We have not historically been and do not expect to be significantly impacted by inflation. Increases in payroll costs and any increases in raw material costs that we have encountered are generally able to be offset through lean manufacturing activities. We have consistently made annual investments in capital that deliver efficiencies and cost savings. The benefits of these efforts generally offset the margin impact of competitive pricing conditions in all of the markets we serve.

 

We remain sensitive to price competitiveness in the markets that we serve and in the areas that are targeted for growth, and believe that the installation of state-of-the-art printing and manufacturing equipment as well as utilization of lean manufacturing (and related labor and production efficiencies) will enable us to compete effectively.

 

Operational Restructurings

 

We regularly evaluate our operating facilities in our geographic segments in order to share best practices, ensure logistics that serve customers are appropriate and maximize our operating efficiencies. We have successfully integrated our acquisitions, have achieved our original synergy targets, and will continue to optimize our operations over the next several quarters. In connection with these evaluations, we have closed certain facilities in recent periods. The Company previously announced the closure of the former ASG facility located in Melrose Park, Illinois in September 2015, and the closure was completed in February 2016.  In May 2016, we announced the intention to relocate our Stuttgart, Germany business and are continuing to work with the European Works Councils to achieve this. We are consolidating this facility into other existing facilities in Germany in order to better serve our customers and gain operational efficiencies. In August 2016, we announced our intention to close our Bradford, United Kingdom site as a result of a customer’s consolidation of all their tobacco carton volumes with other existing suppliers. Restructuring charges of $2.9 million were recorded in the three months ended September 30, 2016, which were primarily related to the Stuttgart and Bradford sites. In October 2016, we announced our intention to close one of our plants in Louisville, Kentucky, which is one of our North America multi-media sites. We believe all of these operational restructurings will have a positive impact on gross profit and gross profit percentage in future periods.

 

Our plans also include evaluating several other opportunities over the next few quarters in order to maximize the efficiency of our global manufacturing footprint. In connection with these plans, the Company may record additional restructuring and closure cost charges over the next several quarters.

 

24


 

 

Results of Operations

 

Three Months Ended September 30, 2016 Compared to Three Months Ended September 30, 2015.

 

The table below presents our results of operations for the respective periods.

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

September 30, 

 

(amounts in thousands)

    

2016

    

2015

    

Net sales

 

$

407,825

 

$

459,051

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

323,481

 

 

359,710

 

Gross profit

 

 

84,344

 

 

99,341

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

56,334

 

 

58,312

 

Transaction related expenses

 

 

284

 

 

350

 

Total selling, general and administrative expenses

 

 

56,618

 

 

58,662

 

 

 

 

 

 

 

 

 

Operating income

 

 

27,726

 

 

40,679

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

 

2,937

 

 

(3,635)

 

Interest expense

 

 

(14,642)

 

 

(18,729)

 

Total other expense, net

 

 

(11,705)

 

 

(22,364)

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

16,021

 

 

18,315

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

(3,152)

 

 

(5,231)

 

 

 

 

 

 

 

 

 

Consolidated net income

 

 

12,869

 

 

13,084

 

 

 

 

 

 

 

 

 

Net loss (income) attributable to noncontrolling interest

 

 

380

 

 

(77)

 

 

 

 

 

 

 

 

 

Net income attributable to shareholders of
Multi Packaging Solutions International Limited

 

$

13,249

 

$

13,007

 

 

 

Net Sales

 

The decrease in net sales for the three months ended September 30, 2016 was $51.2 million, or 11.2%, when compared to the three months ended September 30, 2015. Net sales were unfavorably impacted by foreign currency changes of $17.4 million, principally from translation differences, which resulted in reduced net sales as compared to the prior year period. Based on current foreign exchange rates, specifically the British Pound Sterling, we expect negative impacts from foreign exchange for the remainder of the current fiscal year when results are compared to the prior year period. We experienced a reduction in multi-media sales of $20.6 million, of which $5.5 million related to a toy project, a reduction of $5.3 million of sales for three customers in the tobacco industry in the United Kingdom, a reduction of $3.9 million of sales for three drinks customers in the United Kingdom and reduction of $5.2 million of sales in the North America healthcare market. There was a nominal net increase in sales of $1.2 million for the remainder of our business.

 

We operate our business along the following operating segments, which are grouped based on geographic region: North America, Europe, and Asia. Net sales by geographic segment, as further broken down by end market, are summarized as follows: 

 

25


 

Net Sales by Geographic Segment

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

September 30, 

 

(amounts in thousands)

 

2016

    

2015

 

North America

 

 

 

 

 

 

 

Consumer

 

$

80,247

 

$

79,292

 

Healthcare

 

 

70,422

 

 

75,653

 

Multi-Media

 

 

38,631

 

 

60,587

 

 

 

$

189,300

 

$

215,532

 

 

 

 

 

 

 

 

 

Europe

 

 

 

 

 

 

 

Consumer

 

$

108,995

 

$

137,154

 

Healthcare

 

 

77,434

 

 

76,892

 

Multi-Media

 

 

9,244

 

 

7,367

 

 

 

$

195,673

 

$

221,413

 

 

 

 

 

 

 

 

 

Asia

 

 

 

 

 

 

 

Consumer

 

$

16,931

 

$

16,892

 

Healthcare

 

 

5,921

 

 

5,214

 

 

 

$

22,852

 

$

22,106

 

 

 

 

 

 

 

 

 

Total

 

$

407,825

 

$

459,051

 

 

 

North America

 

The decrease in North America net sales for the three months ended September 30, 2016 was $26.2 million, or 12.2%, when compared to the three months ended September 30, 2015. This decrease was primarily the result of a decrease in multi-media sales of $22.0 million, or 36.2%, partially due to the aforementioned toy project, and to a lesser extent a decrease in healthcare sales of $5.2 million, or 6.9%, when comparing the current period net sales to the prior year period. Foreign exchange rates negatively impacted net sales by $0.5 million related to our Canada and Mexico subsidiaries. 

 

Europe 

 

The decrease in Europe net sales for the three months ended September 30, 2016 was $25.7 million, or 11.6%, when compared to the three months ended September 30, 2015. Foreign exchange rates negatively impacted net sales by  $15.7 million. The decrease in Europe consumer net sales for the period was $28.2 million, or 20.5%, when compared to the prior year period. This was primarily due to the unfavorable impact of foreign exchange, a reduction in sales of approximately $5.3 million for three customers in the tobacco industry in the United Kingdom and a reduction in sales of $3.9 million for three drinks customers in the United Kingdom. The increase in Europe healthcare sales for the period ended September 30, 2016 was $0.5 million, or 0.7%, when compared to the prior year period.  On a constant currency basis, European healthcare sales increased over the prior year period, however this increase was offset by the unfavorable exchange rates. The increase in Europe multi-media net sales for the period was $1.9 million, or 25.5%, when compared to the prior year period, as our BluePrint business recorded strong results in the current quarter. 

 

Asia

 

The increase in Asia net sales for three months ended September 30, 2016 was $0.7 million, or 3.4%, when compared to the three months ended September 30, 2015. Foreign exchange rates negatively impacted net sales by $1.1 million. Asia consumer sales for the period were essentially flat when compared to the prior year period as increased sales in local currency were offset by unfavorably foreign currency exchange impacts. Asia healthcare sales for the period increased  $0.7 million, or 13.6%, despite such unfavorable foreign exchange.

 

26


 

Gross Profit

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

September 30, 

 

(Dollars in thousands)

    

2016

    

2015

 

Net sales

 

$

407,825

 

$

459,051

 

Cost of goods sold

 

 

323,481

 

 

359,710

 

Gross profit

 

$

84,344

 

$

99,341

 

Gross profit %

 

 

20.7%

 

 

21.6%

 

 

Gross profit for the three months ended September 30, 2016 decreased when compared to the gross profit for the three months ended September 30, 2015 primarily due to the aforementioned decrease in net sales. Gross profit percentage also decreased as a result of the mix of sales, including the lower multi-media sales in the current quarter as compared to the prior year quarter. Such sales typically had higher gross profit percentages due to the specialty nature of such products. The decline also relates to certain operational issues at specific facilities identified in the fourth quarter of the prior fiscal year that continued into the current quarter. These issues relate to the transfer of work from Scotland to China for the drinks business, lower overhead absorption in the transaction card business due to weakness in EMV card sales, and costs associated with the German operations as the Company implements new ERP systems.

 

Additionally, restructuring charges of $2.5 million and $2.6 million are included in cost of goods sold for the three months ended September 30, 2016 and 2015, respectively.

 

Selling, General and Administrative Expenses

 

Total selling, general and administrative expenses for the three months ended September 30, 2016 were $56.6 million, a decrease of $2.0 million when compared to the prior period. Transaction related and stock based compensation expenses are included in these amounts, however were nominal in both the current and prior year quarters.

 

As a percentage of net sales, such expenses were 13.9% for the three months ended September 30, 2016 as compared to 12.8% for the prior period.

 

Selling, general and administrative expenses decreased in the current year primarily due to the foreign exchange translation impact of approximately $1.8 million, a net reduction of employee wages of approximately $0.7 million as a result of our recent restructuring programs and a decrease of approximately $0.4 million associated with the closure of the Melrose Park site during the prior fiscal year. These decreases were partially offset with additional costs incurred in the current quarter associated with operating as a public reporting company and reduced employee bonus expense in the current quarter as compared to the prior period.

 

Other Income (Expense)

 

Other income (expense) is related to foreign currency gains and losses (principally due to intercompany loan balances) and the change in fair value of our derivative instruments.

 

Interest expense for the three months ended September 30, 2016 was $14.6 million compared to $18.7 million for the three months ended September 30, 2015. The reduction in interest expense is primarily due to the repayment of $182.4 million of term loans with the proceeds of our initial public offering and $55.2 million from the voluntary early partial repayment of term and other loans during the prior fiscal year. Included in interest expense in the three months ended September 30, 2016 and 2015 is amortization of deferred finance fees and debt discount of $0.9 million and $1.2 million, respectively.

 

27


 

Income Taxes

 

Our effective income tax rate for the three months ended September 30, 2016 and 2015, was 19.7% and 28.6%, respectively, and is recorded based upon our annual estimated effective tax rate. Included in the three months ended September 30, 2016 was a benefit of $0.8 million related to a reduction in the enacted UK statutory tax rate and an expense of $0.6 million related to the finalization of a state audit. Excluding these discrete items, the effective tax rate for the three months ended September 30, 2016 is lower than the statutory rate primarily due to the mix of earnings. This includes the forecasted tax benefit primarily in the United States resulting from debt extinguishment charges recorded in October 2016 (see Note 19 to the Notes to Condensed Consolidated Financial Statements).  

 

Operating Income/Adjusted EBITDA*

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

September 30, 

 

(amounts in thousands)

    

2016

    

2015

 

Operating Income

 

 

 

 

 

 

 

North America

 

$

9,727

 

$

14,342

 

Europe

 

 

16,115

 

 

23,223

 

Asia

 

 

1,884

 

 

3,114

 

Total

 

$

27,726

 

$

40,679

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

North America

 

$

25,297

 

$

32,262

 

Europe

 

 

31,826

 

 

40,791

 

Asia

 

 

2,933

 

 

4,143

 

Total

 

$

60,056

 

$

77,196

 

 

*  Our Chief Operating Decision Maker evaluates operating segment profitability and determines resource allocations based on several factors, of which the primary financial measure is Adjusted EBITDA. Adjusted EBITDA is defined as segment net income (loss) before income taxes, interest, depreciation, amortization, restructuring, transaction, stock-based compensation and certain other costs that do not related to the segment’s ongoing operations. The Company believes that the presentation of this financial measure enhances an investor’s understanding of our financial performance and is a useful financial metric to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business. We also believes that this financial measure provides investors with a useful tool for assessing the comparability between periods of the ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures. This financial measure is used for business planning purposes and in measuring performance relative to that of competitors and we believe this financial measure is commonly used by investors. However, our use of the term Adjusted EBITDA may vary from that of others in the industry. A reconciliation of Adjusted EBITDA to consolidated net income (loss) is presented in Note 18 to the condensed consolidated financial statements included elsewhere in this report.

 

 

North America

 

North America operating income was $9.7 million and $14.3 million for the three months ended September 30, 2016 and 2015, respectively, and North America Adjusted EBITDA was $25.3 million and $32.3 million for the three months ended September 30, 2016 and 2015, respectively. Operating income as a percentage of net sales was 5.1% and 6.7% for the three months ended September 30, 2016 and 2015, respectively. The decreases in operating income, operating income percentage and Adjusted EBITDA from the prior year period are primarily due to aforementioned impact of the lower multi-media sales and the related profit impact, and the impact of the lower overhead absorption in the transaction card business. Additionally, certain corporate costs, including the increased costs as a result of operating as a public reporting company are included in the North America segment.

 

Europe

 

Europe operating income was $16.1 million and $23.2 million for the three months ended September 30, 2016 and 2015, respectively, and Europe Adjusted EBITDA was $31.8 million and $40.8 million for the three months ended September

28


 

30, 2016 and 2015, respectively. Operating income as a percentage of net sales was  8.2% and 10.5% for the three months ended September 30, 2016 and 2015, respectively. The decreases in operating income, operating income percentage and Adjusted EBITDA from the prior year period are principally due to the aforementioned operational issues associated with the transfer of work from Scotland to China for the drinks business and the costs associated with the Germany operations as the Company implements new ERP systems.

 

Asia

 

Asia operating income was $1.9 million and $3.1 million for the three months ended September 30, 2016 and 2015, respectively, and Asia Adjusted EBITDA was $2.9 million and $4.1 million for the three months ended September 30, 2016 and 2015, respectively. Operating income as a percentage of net sales was 8.2% and 14.1% for the three months ended September 30, 2016 and 2015, respectively. The decreases are principally due to the aforementioned operational issues.

 

 

Liquidity and Capital Resources

 

At September 30, 2016 and June 30, 2016, the Company had cash and cash equivalents of $50.6 million and $44.8 million, respectively, of which $37.7 million and $31.1 million, respectively, were held outside the United States. Liquidity is affected by many factors, some of which are based on normal ongoing operations of our business and some of which arise from fluctuations related to global economics and markets. Cash balances are generated and held in many locations throughout the world. It is our current intent to indefinitely reinvest the earnings of our subsidiaries in those respective jurisdictions and our current plans do not demonstrate a need to repatriate them to the parent company. If these funds were needed for our operations in other jurisdictions, we may be required to record and pay significant income taxes to repatriate these funds to the parent company. Additionally, local government regulations may restrict our ability to move cash balances to meet cash needs under certain circumstances. We currently do not expect such regulations and restrictions to impact our ability to make acquisitions or to pay vendors and conduct operations throughout the global organization.

 

As of September 30, 2016, we had $48.6 million in borrowing capacity under our U.S. dollar revolving credit facility, net of $1.4 million of outstanding letters of credit) and £50.0 million ($65.0 million as of September 30, 2016) in borrowing capacity available under our British Pound Sterling revolving credit facility. As of September 30, 2016 and June 30, 2016, total debt, net of cash, was $853.7 million and $863.1  million, respectively. Working capital was $243.5 million as compared to $216.7 million and the current ratio was 1.9 to one as compared to 1.8 to one as of the same dates, respectively.

 

We believe that our cash on hand at September 30, 2016, as well as projected cash flows from operations and availability under our Amended and Restated Credit Agreement, as subsequently amended, (collectively, the “Credit Agreement”) are sufficient to fund our working capital needs in the ordinary course of business, anticipated capital expenditures, and our other cash requirements for at least the next twelve months. Additionally, we expect that the potential sale of the underlying assets or funds generated from operations will be sufficient to cover the cash requirements related to the aforementioned intention to close certain facilities.  

 

Cash flow provided by (used in) operating activities, investing activities and financing activities is summarized in the following table:

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

September 30, 

 

(amounts in thousands)

    

2016

    

2015

 

Cash flows provided by (used in):

 

 

 

 

 

 

 

Operating activities

 

$

15,064

 

$

33,019

 

Investing activities

 

 

(6,634)

 

 

(14,773)

 

Financing activities

 

 

(2,874)

 

 

(2,576)

 

Effect of exchange rate changes

 

 

248

 

 

3,934

 

Net increase in cash and cash equivalents

 

$

5,804

 

$

19,604

 

 

 

29


 

Cash Flow Provided by Operating Activities

 

Cash flow provided by operating activities for the three months ended September 30, 2016 decreased by $18.0 million when compared to the prior year period, which was principally due to the decrease in Adjusted EBITDA as discussed above and working capital changes. The decrease in net income and other non-cash items was $8.1 million in the current period as compared to the prior year period. There was also a net decrease in the change in working capital accounts of $9.9 million as compared to the prior year period which was principally due to timing of accounts payable.

 

Cash Flow Used in Investing Activities

 

Cash flow used in investing activities for the three months ended September 30, 2016 decreased by $8.1 million when compared to the prior year period.  The decrease was principally due to lower capital expenditures in the current year period due to the timing of capital additions.  Additionally, in the prior year period, cash of $2.7 million was used for the Blueprint acquisition.  

 

Cash Flow Used in Financing Activities

 

Cash flow used in financing activities was $2.9 million for the three months ended September 30, 2016 compared to cash flow used in financing activities of $2.6 million for the three months ended September 30, 2015. The net cash used in both periods principally reflects scheduled principal repayments on the Company’s existing debt. Additionally, in the prior year period, there were net proceeds of $1.5 million related to the Company’s short-term borrowing arrangements.  There were no similar borrowings or repayments during the current year period.

 

Contractual Obligations

 

During the three months ended September 30, 2016, there were no significant changes to the amounts disclosed in the Company’s contractual obligations table in the Company’s Annual Report on Form 10-K. In October 2016, the Company entered into that certain Fifth Amendment to the Credit Agreement and Third Incremental Joinder and redeemed the Notes. See Note 19 to the Notes to Condensed Consolidated Financial Statements.

 

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements.

 

Critical Accounting Policies and Estimates

 

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the company to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosure of contingent assets and liabilities. The Company evaluates its estimates on an ongoing basis. The Company bases its estimates on historical experience and on various other assumptions that are believed reasonable under the circumstances; the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

There were no significant changes during the three months ended September 30, 2016 to the items disclosed as Significant Accounting Policies and Critical Accounting Estimates in the Company’s Annual Report on Form 10-K, except for the adoption of ASU No. 2016-09, Compensation-Stock Compensation (Topic 718) as described in Note 2 of the Notes to Condensed Consolidated Financial Statements. The adoption of the new guidance did not materially impact the Company’s consolidated financial position or results of operations

 

See also Note 2 of the Notes to Condensed Consolidated Financial Statements for a full description of recent accounting pronouncements that have not yet been adopted by the Company, including the anticipated dates of adoption and the effects on the Company’s consolidated financial position and results of operations.

 

 

30


 

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

There have been no significant changes in market risk for the three months ended September 30, 2016 from those addressed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016. See the information set forth in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016.

 

 

ITEM 4.CONTROLS AND PROCEDURES.  

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of September 30, 2016. Based on the evaluation of our disclosure controls and procedures as of September 30, 2016, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.

 

 

31


 

PART II – OTHER INFORMATION

 

 

ITEM 1.LEGAL PROCEEDINGS

 

We are from time to time party to legal proceedings that arise in the ordinary course of business. We are not involved in any litigation other than that which has arisen in the ordinary course of business. We do not expect that any currently pending lawsuits will have a material effect on us.

 

 

ITEM  1A.RISK FACTORS

 

We have disclosed the risk factors affecting our business, results of operations and financial condition in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2016, filed with the SEC on August 23, 2016. There have been no material changes from the risk factors previously disclosed.

 

 

ITEM 6.EXHIBITS

 

See the Exhibit Index following the signature page hereto, which is incorporated herein by reference.

 

32


 

SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

 

MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED

 

 

 

Date: November 9, 2016

By:

/s/ Marc Shore

 

 

Marc Shore

 

 

Chairman of the Board and Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

Date: November 9, 2016

By:

/s/ William H. Hogan

 

 

William H. Hogan

 

 

Executive Vice President and Chief Financial Officer

 

 

(Principal Financial Officer)

 

33


 

 

 

EXHIBIT INDEX

 

 

 

 

 

Exhibit
No.

    

Description

 

 

 

3.1

 

Amended Memorandum of Association of Multi Packaging Solutions International Limited (the “Company”) (incorporated by reference to Exhibit 3.1 of Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-205278), originally filed with the SEC on October 9, 2015)

 

 

 

3.2

 

Amendment to the Memorandum of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37598), filed with the SEC on November 13, 2015)

 

 

 

3.3

 

Amended and Restated Bye-laws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37598), filed with the SEC on November 13, 2015)

 

 

 

31.1*

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2*

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32*

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101.INS*

 

XBRL Instance Document

 

 

 

101.SCH*

 

XBRL Taxonomy Extension Schema

 

 

 

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

* Filed herewith

 

 

 

 

 

 

 

 

 

 

 

 

34