MULTI COLOR Corp - FORM 10-Q - November 9, 2018

Attached files

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EX-32.2 - EX-32.2 - MULTI COLOR Corp	d581106dex322.htm
EX-32.1 - EX-32.1 - MULTI COLOR Corp	d581106dex321.htm
EX-31.2 - EX-31.2 - MULTI COLOR Corp	d581106dex312.htm
EX-31.1 - EX-31.1 - MULTI COLOR Corp	d581106dex311.htm
EX-10.1 - EX-10.1 - MULTI COLOR Corp	d581106dex101.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2018

☐	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 0-16148

Multi-Color Corporation

(Exact name of Registrant as specified in its charter)


OHIO		31-1125853
(State or Other Jurisdiction of		(IRS Employer
Incorporation or Organization)		Identification No.)

4053 Clough Woods Dr.

Batavia, Ohio 45103

(Address of Principal Executive Offices)

Registrant’s Telephone Number – (513) 381-1480

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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


Large accelerated Filer	☒	Accelerated Filer	☐

Non-accelerated Filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Common shares, no par value – 20,517,424 (as of October 31, 2018)

MULTI-COLOR CORPORATION

FORM 10-Q

CONTENTS


		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited)

	Condensed Consolidated Statements of Income for the Three and Six Months Ended September 30, 2018 and 2017		4

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended September 30, 2018 and 2017		5

	Condensed Consolidated Balance Sheets at September 30, 2018 and March 31, 2018		6

	Condensed Consolidated Statement of Stockholders’ Equity for the Six Months Ended September 30, 2018		7

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2018 and 2017		8

	Notes to Condensed Consolidated Financial Statements		9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		32

Item 4.	Controls and Procedures		32

PART II.	OTHER INFORMATION

Item 1A.	Risk Factors		33

Item 6.	Exhibits		33

Signatures			34

Forward-Looking Statements

This report contains certain statements that are not historical facts that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and that are intended to be covered by the safe harbors created by that Act. All statements contained in this Form 10-Q other than statements of historical fact are forward-looking statements. Forward-looking statements include statements regarding our future financial position, business strategy, budgets, projected costs, plans and objectives of management for future operations. The words “may,” “continue,” “estimate,” “intend,” “plan,” “will,” “believe,” “project,” “expect,” “anticipate” and similar expressions (as well as the negative versions thereof) may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. With respect to the forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those expressed or implied. Such forward-looking statements speak only as of the date made. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which they are made.

Statements concerning expected financial performance, on-going business prospects or strategies, and possible future actions which the Company intends to pursue in order to achieve strategic objectives constitute forward-looking information. Implementation of these strategies and the achievement of such financial performance or business prospects are each subject to numerous conditions, uncertainties and risk factors. Factors which could cause actual performance by the Company to differ materially from these forward-looking statements include, without limitation: factors discussed in conjunction with a forward-looking statement; changes in global economic and business conditions; changes in business strategies or plans; raw material cost pressures; availability of raw materials; availability to pass raw material cost increases to our customers; interruption of business operations; changes in, or the failure to comply with, government regulations, legal proceedings and developments, including, but not limited to, tax law changes; acceptance of new product offerings, services and technologies; new developments in packaging; our ability to effectively manage our growth and execute our long-term strategy; our ability to manage foreign operations and the risks involved with them, including compliance with applicable anti-corruption laws; currency exchange rate fluctuations; tariffs and tradewars; our ability to manage global political uncertainty; terrorism and political unrest; increases in general interest rate levels and credit market volatility affecting our interest costs; competition within our industry; our ability to consummate and successfully integrate acquisitions; our ability to recognize the benefits of acquisitions, including potential synergies and cost savings; failure of an acquisition or acquired company to achieve its plans and objectives generally; risk that proposed or consummated acquisitions may disrupt operations or pose difficulties in employee retention or otherwise affect financial or operating results; risk that some of our goodwill may be or later become impaired; the success and financial condition of our significant customers; our ability to maintain our relationships, arrangements and agreements with our significant customers on terms and conditions consistent with historical terms and conditions, including, without limitation, with respect to amounts of sales, pricing and margins; dependence on certain significant customers; dependence on information technology; our ability to market new products; our ability to maintain an effective system of internal control; ongoing claims, lawsuits and governmental proceedings, including environmental proceedings; availability, terms and developments of capital and credit; dependence on key personnel; quality of management; our ability to protect our intellectual property and the potential for intellectual property litigation; employee benefit costs; and risk associated with significant leverage. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition to the factors described in this paragraph and Part II, Item 1A of this Quarterly Report on Form 10-Q, Part I, Item 1A of our Annual Report on Form 10-K for the year ended March 31, 2018 contains a list and description of uncertainties, risks and other matters that may affect the Company.

PART I. FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements (unaudited)

MULTI-COLOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

(in thousands, except per share data)


	Three Months Ended					Six Months Ended
	September 30, 2018		September 30, 2017			September 30, 2018		September 30, 2017
Net revenues	$	434,913	$	256,034		$	891,044	$	498,474
Cost of revenues		348,128		204,260			716,249		397,243

Gross profit		86,785		51,774			174,795		101,231
Selling, general and administrative expenses		39,191		25,200			81,959		48,789
Facility closure expenses		114		95			141		129

Operating income		47,480		26,479			92,695		52,313
Interest expense		18,690		6,669			37,889		13,004
Other expense (income), net		1,860		(2,676	)		2,904		(1,477	)

Income before income taxes		26,930		22,486			51,902		40,786
Income tax expense		3,125		7,296			10,005		11,454

Net income		23,805		15,190			41,897		29,332
Less: Net income attributable to noncontrolling interests		50		—			3		36

Net income attributable to Multi-Color Corporation	$	23,755	$	15,190		$	41,894	$	29,296

Weighted average shares and equivalents outstanding:
Basic		20,464		17,015			20,453		16,983
Diluted		20,552		17,177			20,550		17,168

Basic earnings per common share	$	1.16	$	0.89		$	2.05	$	1.73
Diluted earnings per common share	$	1.16	$	0.88		$	2.04	$	1.71
Dividends per common share	$	0.05	$	0.05		$	0.10	$	0.10

See accompanying Notes to Condensed Consolidated Financial Statements.

MULTI-COLOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)

(in thousands)


	Three Months Ended						Six Months Ended
	September 30, 2018			September 30, 2017			September 30, 2018			September 30, 2017
Net income	$	23,805		$	15,190		$	41,897		$	29,332
Other comprehensive income (loss):
Unrealized foreign currency translation gain (loss) (1)		(10,364	)		10,950			(94,297	)		30,014
Unrealized gain (loss) on derivative contracts, net of tax (2)		1,520			(4,556	)		18,278			(4,556	)

Total other comprehensive income (loss)		(8,844	)		6,394			(76,019	)		25,458

Comprehensive income (loss)		14,961			21,584			(34,122	)		54,790
Less: Comprehensive (loss) attributable to noncontrolling interests		(177	)		—			(1,637	)		(30	)

Comprehensive income (loss) attributable to Multi-Color Corporation	$	15,138		$	21,584		$	(32,485	)	$	54,820

(1)

The amounts for the three months ended September 30, 2018 and 2017 include tax impacts of $332 and $(168), respectively, related to the settlement of foreign currency denominated intercompany loans. The amounts for the six months ended September 30, 2018 and 2017 include tax impacts of $2,873 and $(452), respectively, related to the settlement of foreign currency denominated intercompany loans.

(2)	Amounts are net of tax of $(718) and $2,858 for the three months ended September 30, 2018 and 2017, respectively, and $(6,326) and $2,858 for the six months ended September 30, 2018 and 2017, respectively.

See accompanying Notes to Condensed Consolidated Financial Statements.

MULTI-COLOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except per share data)


	September 30, 2018			March 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	75,337		$	67,708
Accounts receivable, net of allowance of $3,046 and $2,704 at September 30, 2018 and March 31, 2018, respectively		292,968			306,542
Other receivables		21,646			16,589
Inventories, net		136,765			167,950
Prepaid expenses		19,804			24,926
Other current assets		45,934			17,468

Total current assets		592,454			601,183
Property, plant and equipment, net of accumulated depreciation of $255,829 and $235,980 at September 30, 2018 and March 31, 2018, respectively		542,709			510,002
Goodwill		1,098,785			1,196,634
Intangible assets, net		574,047			580,233
Other non-current assets		11,515			12,097
Deferred income tax assets		2,683			2,827

Total assets	$	2,822,193		$	2,902,976

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	23,773		$	20,864
Accounts payable		188,215			192,341
Accrued expenses and other liabilities		109,228			114,022

Total current liabilities		321,216			327,227
Long-term debt		1,542,346			1,577,821
Deferred income tax liabilities		165,535			149,950
Other liabilities		61,985			87,605

Total liabilities		2,091,082			2,142,603
Commitments and contingencies
Stockholders’ equity:
Preferred stock, no par value, 1,000 shares authorized, no shares outstanding		—			—
Common stock, no par value, stated value of $0.10 per share; 40,000 shares authorized, 20,819 and 20,753 shares issued at September 30, 2018 and March 31, 2018, respectively		1,407			1,403
Paid-in capital		405,434			402,252
Treasury stock, 309 and 307 shares at cost at September 30, 2018 and March 31, 2018, respectively		(11,701	)		(11,528	)
Retained earnings		428,962			384,671
Accumulated other comprehensive loss		(95,370	)		(19,241	)

Total stockholders’ equity attributable to Multi-Color Corporation		728,732			757,557
Noncontrolling interests		2,379			2,816

Total stockholders’ equity		731,111			760,373

Total liabilities and stockholders’ equity	$	2,822,193		$	2,902,976

See accompanying Notes to Condensed Consolidated Financial Statements.

MULTI-COLOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(unaudited)

(in thousands)


													Accumulated
	Common Stock												Other
	Shares Issued		Amount		Paid-In Capital		Treasury Stock			Retained Earnings			Comprehensive Loss			Noncontrolling Interests			Total
March 31, 2018		20,753	$	1,403	$	402,252	$	(11,528	)	$	384,671		$	(19,241	)	$	2,816		$	760,373
Net income		—		—		—		—			41,894			—			3			41,897
Topic 606 transition adjustment		—		—		—		—			2,701			—			—			2,701
ASU 2018-02 reclassification of stranded tax effects		—		—		—		—			1,750			(1,750	)		—			—
Other comprehensive income		—		—		—		—			—			(74,379	)		(1,640	)		(76,019	)
Constantia Labels acquisition		—		—		—		—			—			—			1,200			1,200
Issuance of common stock		42		4		1,169		—			—			—			—			1,173
Restricted stock grant		12		—		—		—			—			—			—			—
Conversion of restricted share units		12		—		—		—			—			—			—			—
Stock-based compensation		—		—		2,013		—			—			—			—			2,013
Shares acquired under employee plans		—		—		—		(173	)		—			—			—			(173	)
Common stock dividends		—		—		—		—			(2,054	)		—			—			(2,054	)

September 30, 2018		20,819	$	1,407	$	405,434	$	(11,701	)	$	428,962		$	(95,370	)	$	2,379		$	731,111

See accompanying Notes to Condensed Consolidated Financial Statements.

MULTI-COLOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)


	Six Months Ended
	September 30, 2018			September 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	41,897		$	29,332
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		28,439			17,406
Amortization of intangible assets		22,663			7,435
Loss on sale of Southeast Asian durables business		—			512
Amortization of deferred financing costs		2,550			808
Net (gain)/loss on disposal of property, plant and equipment		(194	)		349
Net (gain) on derivative contracts		(489	)		(3,011	)
Stock-based compensation expense		2,013			1,797
Deferred income taxes, net		(1,797	)		2,199
Changes in assets and liabilities, net of acquisitions:
Accounts receivable		4,925			(4,664	)
Inventories		830			(2,067	)
Prepaid expenses and other assets		(8,238	)		(219	)
Accounts payable		12,436			4,349
Accrued expenses and other liabilities		1,202			(10,012	)

Net cash provided by operating activities		106,237			44,214

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(53,941	)		(26,262	)
Investment in acquisitions, net of cash acquired		—			(21,383	)
Net proceeds from sale of Southeast Asian durables business		—			3,620
Proceeds from sale of property, plant and equipment		1,590			253

Net cash (used in) investing activities		(52,351	)		(43,772	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving lines of credit		187,284			140,021
Payments under revolving lines of credit		(217,534	)		(128,844	)
Repayment of long-term debt		(8,508	)		(1,478	)
Payment of acquisition related deferred payments		(1,104	)		(206	)
Proceeds from issuance of common stock		1,004			2,432
Debt issuance costs		—			(1,636	)
Dividends paid		(2,048	)		(1,977	)

Net cash (used in)/provided by financing activities		(40,906	)		8,312

Effect of foreign exchange rate changes on cash		(5,351	)		1,645

Net increase in cash and cash equivalents		7,629			10,399
Cash and cash equivalents, beginning of period		67,708			25,229

Cash and cash equivalents, end of period	$	75,337		$	35,628

See accompanying Notes to Condensed Consolidated Financial Statements.

See Note 15 for supplemental cash flow disclosures.

MULTI-COLOR CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

(in thousands, except for statistical and per share data)

1. Description of Business and Significant Accounting Policies

The Company

Multi-Color Corporation (Multi-Color, MCC, we, us, our or the Company), headquartered near Cincinnati, Ohio, is a leader in global label solutions supporting a number of the world’s most prominent brands including leading producers of home & personal care, wine & spirits, food & beverage, healthcare and specialty consumer products. MCC serves international brand owners in the North American, Latin American, EMEA (Europe, Middle East and Africa) and Asia Pacific regions with a comprehensive range of the latest label technologies in Pressure Sensitive, Cut and Stack, In-Mold, Shrink Sleeve, Heat Transfer, Roll Fed, and Aluminum Labels.

Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Although certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations, the Company believes that the disclosures are adequate to make the information presented not misleading. A description of the Company’s significant accounting policies is included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2018 (the “2018 10-K”). These condensed consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in the 2018 10-K.

The information furnished in these condensed consolidated financial statements reflects all estimates and adjustments which are, in the opinion of management, necessary to present fairly the results for the interim periods reported.

The condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain prior period balances have been reclassified to conform to

current year classifications.

Use of Estimates in Financial Statements

In preparing financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

New Accounting Pronouncements

In the first quarter of fiscal 2019, we adopted Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)” and all related amendments, which provides revised guidance for revenue recognition. We adopted this guidance using the modified retrospective transition method, which means that periods beginning in fiscal 2019 are reported under this guidance while prior periods continue to be reported under previous guidance. See Note 2.

In February 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (Topic 220),” which permits the reclassification of stranded tax effects resulting from the Tax Cuts and Jobs Act (the “Tax Act”) from accumulated other comprehensive income (AOCI) to retained earnings. This new guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, which for the Company is the fiscal year beginning April 1, 2019. Early adoption is permitted, and the update must be applied either at the beginning of the period of adoption or retrospectively to each period in which the effects of the Tax Act related to items remaining in AOCI are recognized. The Company elected to early adopt this update in the second quarter of fiscal 2019. As part of this adoption, the Company elected to reclassify $1,750 of stranded income tax effects of the Tax Act from AOCI to retained earnings at the beginning of the second quarter of fiscal 2019.

In January 2017, the FASB issued ASU 2017-04, “Intangibles-Goodwill and Other,” which simplifies the accounting for goodwill impairment. This update removes step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This update is effective for any annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, which for the Company is any annual or interim goodwill impairment tests performed after April 1, 2020. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company is currently evaluating the impact of this update on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations,” which revises the definition of a business. The FASB’s new framework assists entities in evaluating whether a set (integrated set of assets and activities) should be accounted for as an acquisition of a business or a group of assets. The framework adds an initial screen to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single asset or group of similar assets. If that screen is met, the set is not a business. This update was effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, which for the Company

was the fiscal year beginning April 1, 2018. The Company adopted this update effective April 1, 2018, and its adoption did not have an impact on the Company’s consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The specific issues addressed include debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination and separately identifiable cash flows and application of the predominance principle. This update was effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, which for the Company was the fiscal year beginning April 1, 2018. The Company adopted this update effective April 1, 2018, and its adoption did not have an impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, “Leases,” which requires that lessees recognize almost all leases on the balance sheet as right-of-use assets and lease liabilities. For income statement purposes, leases will be classified as either finance leases or operating leases. This update is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, which for the Company is the fiscal year beginning April 1, 2019. In March 2018, the FASB approved an alternative transition method to the modified retrospective approach, which eliminates the requirement to restate prior period financial statements and requires the cumulative effect of the retrospective allocation to be recorded as an adjustment to the opening balance of retained earnings at the date of adoption. We are currently evaluating which transition method we will adopt and the impact this guidance will have on our consolidated financial statements. The Company is currently accumulating its lease data in order to evaluate the impact of this standard on its consolidated financial statements, which will include an increase in both assets and liabilities relating to its leasing activities.

No other new accounting pronouncement issued or effective during the six months ended September 30, 2018 had or is expected to have a material impact on the condensed consolidated financial statements.

Supply Chain Financing

The Company has entered into supply chain financing agreements with certain customers and factoring arrangements with certain banks. The receivables for the agreements are sold without recourse to the customers’ banks and are accounted for as sales of accounts receivable. Losses on the sale of these receivables are included in selling, general and administrative expenses in the condensed consolidated statements of income. Losses of $484 and $230 were recorded for the three months ended September 30, 2018 and 2017, respectively, and losses of $994 and $465 were recorded for the six months ended September 30, 2018 and 2017, respectively.

2. Revenue Recognition

On April 1, 2018, we adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” and all related amendments, which provides revised guidance for revenue recognition. The standard’s core principle is that an entity should recognize the revenue for transfer of 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 and services. The standard defines a five-step process to recognize revenue and requires more judgment and estimates within the revenue recognition process than required under previous U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each separate performance obligation.

We adopted the standard by applying the modified retrospective method to all contracts that were not completed as of the adoption date. The aggregate effect of any modifications to those contracts was reflected in identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the price to the satisfied and unsatisfied performance obligations as of the adoption date. Accordingly, the comparative statement of income and comparative balance sheet have not been restated.

Adjustments due to ASU 2014-09 were as follows:


	Balance at March 31, 2018			Adjustments			Balance at April 1, 2018
Assets:
Accounts receivable, net	$	306,542		$	253		$	306,795
Inventories, net		167,950			(18,286	)		149,664
Other current assets		17,468			21,657			39,125

Liabilities and Stockholders’ Equity:
Accrued expenses and other liabilities	$	114,022		$	(215	)	$	113,807
Deferred income tax liabilities		149,950			1,125			151,075
Accumulated other comprehensive loss		(19,241	)		13			(19,228	)
Retained earnings		384,671			2,701			387,372

Revenue is generated through the sale of products created to meet the packaging needs of our customers, culminating in a single performance obligation to produce labels with no alternate use, and revenue is recorded in an amount that reflects the net consideration

that we expect to receive. Prices for our products are based on agreed upon rates with customers and do not include financing components or noncash consideration. The amount of consideration we receive and revenue we recognize is variable for certain customers and is impacted by incentives, including rebates, which are generally tied to achievement of certain sales volume levels.

We recognize revenue when obligations under the terms of a contract with our customer are satisfied, in an amount that reflects the consideration we expect to receive in exchange for the product. Depending on the terms of the agreement with the customer, we recognize revenue either at a point-in-time (at shipment or delivery depending on agreed upon terms) or over-time when the Company has an enforceable right to payment for performance completed to date.

We believe the costs incurred method is the best method to recognize our over-time revenue as costs incurred are proportionate to progress achieved in satisfying our performance obligations.

The Company also has bill and hold arrangements with certain customers. For these arrangements, control over the product occurs when the product is ready for physical transfer to the customer, as we have a present right to payment, the customer can direct the use of the product (i.e., request shipment to its facility), and legal title has passed to the customer. Revenue is recognized at the time the product is produced and we have transferred control to the customer.

Payment terms typically range from 30-90 days, based upon agreed upon terms with the customer.

Taxes assessed by a governmental authority that we collect from our customers that are both imposed on and concurrent with our revenue producing activities (such as sales tax, value-added tax, and excise taxes) are excluded from revenue. Shipping and handling costs incurred after control of the product is transferred to our customers are treated as fulfillment costs and not a separate performance obligation.

MCC records contract assets when revenue is recognized but we have not yet invoiced the customer. This occurs when costs are incurred for the production of labels for over-time customers but the associated revenues have not been billed to the customer or when prepress costs related to fulfillment and completion of labels are incurred but the associated revenues for those labels have not been billed to the customer. Contract liabilities are recorded for expected shipping and handling charges for revenue recognized from over-time customers and billings to customers for prepress items to be utilized in the fulfilment and completion of labels that have not yet been fully utilized in the production process.


	Balance sheet location	September 30, 2018			April 1, 2018
Contract assets	Other current assets	$	33,803		$	31,001
Contract liabilities	Accrued expenses and other liabilities		(8,529	)		(7,442	)

Net contract assets and liabilities		$	25,274		$	23,559

MCC recognized revenues of $4,704 and $7,442 during the three and six months ended September 30, 2018, respectively, that were included in contract liabilities as of March 31, 2018 and fully expects the $8,529 of contract liabilities as of September 30, 2018 to be recognized as revenue within six months.

We elected the practical expedient to disregard the possible existence of a significant financing component related to payment on contracts as part of the adoption of ASU 2014-09, as we expect that customers will pay for the products within one year. Additionally, as all contracts are expected to have an original duration of one year or less, we elected the practical expedient to exclude disclosure of information regarding the aggregate amount and future timing of performance obligations that are unsatisfied or partially satisfied as of the end of the reporting period.

The following table summarizes the September 30, 2018 condensed consolidated statement of income and condensed consolidated balance sheet as if ASU 2014-09 had not been adopted and the adjustment required upon adoption of ASU 2014-09.

Three Months Ended September 30, 2018

As Reported

Adjustments

Previous Standard

Condensed Consolidated Statement of Income:

Net revenues

434,913

543

435,456

Cost of revenues

348,128

440

348,568

Gross profit

86,785

103

86,888

Selling, general and administrative expenses

39,191

39,202

Operating income

47,480

47,572

Income tax expense

3,125

3,147

Net income

23,805

23,875

Six Months Ended September 30, 2018

As Reported

Adjustments

Previous Standard

Condensed Consolidated Statement of Income:

Net revenues

891,044

(415

)

890,629

Cost of revenues

716,249

(336

)

715,913

Gross profit

174,795

(79

)

174,716

Selling, general and administrative expenses

81,959

)

81,951

Operating income

92,695

(71

)

92,624

Income tax expense

10,005

(19

)

9,986

Net income

41,897

(52

)

41,845

As of September 30, 2018

As Reported

Adjustments

Previous Standard

Condensed Consolidated Balance Sheet:

Assets:

Accounts receivable, net

292,968

(261

)

292,707

Inventories, net

136,765

18,587

155,352

Other current assets

45,934

(21,933

)

24,001

Liabilities and Stockholders’ Equity:

Accrued expenses and other liabilities

109,228

294

109,522

Deferred income tax liabilities

165,535

(1,144

)

164,391

Accumulated other comprehensive loss

(95,370

)

(95,374

)

Retained earnings

428,962

(2,753

)

426,209

The following table presents our net revenues disaggregated by region and timing of revenue recognition for the three and six months ended September 30, 2018.

Three Months Ended September 30, 2018

Six Months Ended September 30, 2018

Point-in-time

Over-time

Point-in-time

Over-time

North America

136,651

58,657

285,415

116,722

Europe

168,744

921

349,019

1,974

Asia Pacific and Africa

62,696

1,261

123,528

1,996

South America

5,983

—

12,390

—

Total

374,074

60,839

770,352

120,692

3. Earnings Per Common Share

Basic earnings per common share (EPS) is computed by dividing net income attributable to Multi-Color Corporation by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income attributable to Multi-Color Corporation by the sum of the weighted average number of common shares outstanding during the period plus, if dilutive, potential common shares outstanding during the period. Potential common shares outstanding during the period consist of restricted shares, restricted share units, and the incremental common shares issuable upon the exercise of stock options and are reflected in diluted EPS by application of the treasury stock method.

The following is a reconciliation of the number of shares used in the basic EPS and diluted EPS computations:


	Three Months Ended									Six Months Ended
	September 30, 2018				September 30, 2017					September 30, 2018					September 30, 2017
			Per Share				Per Share					Per Share					Per Share
	Shares		Amount		Shares		Amount			Shares		Amount			Shares		Amount
Basic EPS		20,464	$	1.16		17,015	$	0.89			20,453	$	2.05			16,983	$	1.73
Effect of dilutive securities		88		—		162		(0.01	)		97		(0.01	)		185		(0.02	)

Diluted EPS		20,552	$	1.16		17,177	$	0.88			20,550	$	2.04			17,168	$	1.71

The Company excluded 310 and 114 options to purchase shares in the three months ended September 30, 2018 and 2017, respectively, from the computation of diluted EPS because these shares would have an anti-dilutive effect. The Company excluded 294 and 69 options to purchase shares in the six months ended September 30, 2018 and 2017, respectively, from the computation of diluted EPS because these shares would have an anti-dilutive effect.

4. Inventories

The Company’s inventories consisted of the following:


	September 30, 2018		March 31, 2018
Finished goods	$	57,511	$	80,845
Work-in-process		18,129		21,156
Raw materials		61,125		65,949

Total inventories, net	$	136,765	$	167,950

5. Debt

The components of the Company’s debt consisted of the following:


	September 30, 2018									March 31, 2018
				Unamortized			Debt Less						Unamortized			Debt Less
				Debt Issuance			Unamortized Debt						Debt Issuance			Unamortized Debt
	Principal			Costs			Issuance Costs			Principal			Costs			Issuance Costs
6.125% Senior Notes (1)	$	250,000		$	(2,810	)	$	247,190		$	250,000		$	(3,148	)	$	246,852
4.875% Senior Notes (1)		600,000			(9,059	)		590,941			600,000			(9,699	)		590,301
Credit Agreement
Term Loan A Facility (2)		144,375			(3,561	)		140,814			148,125			(3,996	)		144,129
Term Loan B Facility (3)		496,250			(5,803	)		490,447			498,750			(6,280	)		492,470
U.S. Revolving Credit Facility (4)		22,000			(4,848	)		17,152			56,945			(5,442	)		51,503
Australian Revolving Sub-Facility (4)		32,878			(539	)		32,339			33,033			(605	)		32,428
Capital leases		40,332			—			40,332			36,288			—			36,288
Other subsidiary debt		6,904			—			6,904			4,714			—			4,714

Total debt		1,592,739			(26,620	)		1,566,119			1,627,855			(29,170	)		1,598,685
Less current portion of debt		(23,773	)		—			(23,773	)		(20,864	)		—			(20,864	)

Total long-term debt	$	1,568,966		$	(26,620	)	$	1,542,346		$	1,606,991		$	(29,170	)	$	1,577,821

(1)	The 6.125% Senior Notes are due on December 1, 2022. The 4.875% Senior Notes are due on November 1, 2025.

(2)	The Company is required to make mandatory principal payments on the outstanding borrowings under the Term Loan A Facility. The principal payments are due on the last day of March, June, September and December of each year, commencing on March 31, 2018 through the maturity date of October 31, 2022.

(3)	The Company is required to make mandatory principal payments on the outstanding borrowings under the Term Loan B Facility. The principal payments are due on the last day of March, June, September and December of each year, commencing on March 31, 2018 through the maturity date of October 31, 2024.

(4)	Borrowings under the U.S. Revolving Credit Facility and Australian Revolving Sub-Facility mature on October 31, 2022.

The carrying value of debt under the Credit Agreement approximates fair value. The fair value of the Senior Notes is based on observable inputs, including quoted market prices (Level 2). The fair values of the 4.875% Senior Notes and 6.125% Senior Notes were approximately $561,000 and $256,250, respectively, as of September 30, 2018. The fair values of the 4.875% Senior Notes and 6.125% Senior Notes were approximately $564,000 and $258,750, respectively, as of March 31, 2018.

The following is a schedule of future annual principal payments as of September 30, 2018:


	Debt		Capital Leases		Total
October 2018 - September 2019	$	18,985	$	4,788	$	23,773
October 2019 - September 2020		15,473		4,128		19,601
October 2020 - September 2021		19,205		3,743		22,948
October 2021 - September 2022		25,733		2,879		28,612
October 2022 - September 2023		401,761		2,930		404,691
Thereafter		1,071,250		21,864		1,093,114

Total	$	1,552,407	$	40,332	$	1,592,739

Senior Secured Credit Facility

In conjunction with the Constantia Labels acquisition, effective October 31, 2017 the Company entered into a credit agreement (the “Credit Agreement”) with various lenders. The Credit Agreement replaced the Company’s previous credit agreement and consists of (i) a senior secured first lien term loan A facility (the “Term Loan A Facility”) in an aggregate initial principal amount of $150,000 with a five year maturity, (ii) a senior secured first lien term loan B facility (the “Term Loan B Facility”) in an aggregate initial principal amount of $500,000 with a seven year maturity, and (iii) a senior secured first lien revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount up to $400,000, comprised of a $360,000 U.S. revolving credit facility (the “U.S. Revolving Credit Facility“) and a $40,000 U.S. Dollar equivalent Australian sub-facility (the “Australian Revolving Sub-Facility”), each with a five year maturity.

The Credit Agreement contains customary mandatory and optional prepayment provisions and customary events of default. The Credit Agreement’s Term Loan A Facility, Term Loan B Facility and U.S. Revolving Credit Facility (together, the “U.S. facilities”) are guaranteed by substantially all of the Company’s direct and indirect wholly owned domestic subsidiaries, and such guarantors pledged substantially all their assets as collateral to secure the U.S. facilities. The Australian Revolving Sub-Facility is secured by substantially all of the assets of the Australian borrower and its direct and indirect subsidiaries.

The Credit Agreement can be used for working capital, capital expenditures and other corporate purposes and to fund permitted acquisitions (as defined in the Credit Agreement). Loans under the Credit Agreement bear interest at variable rates plus a margin, based on the Company’s consolidated secured net leverage ratio.

The weighted average interest rates on the Company’s borrowings are as follows:


	September 30, 2018			March 31, 2018
Term Loan A Facility		4.24	%		4.13	%
Term Loan B Facility		4.49	%		4.13	%
U.S. Revolving Credit Facility		4.15	%		4.42	%
Australian Revolving Sub-Facility		3.93	%		4.13	%

The Credit Agreement contains customary representations and warranties as well as customary negative and affirmative covenants, which require the Company to maintain the following financial covenants at the end of each quarter: (i) the consolidated secured net leverage ratio as of the last day of any fiscal quarter of the Company shall not exceed 4.50 to 1.00 for the fiscal quarters ended during the period of March 31, 2017 through, and including June 30, 2019 and (ii) the consolidated secured net leverage ratio as of the last day of any fiscal quarter of the Company shall not exceed 4.25 to 1.00 for the fiscal quarters ended during the period of September 30, 2019 and thereafter.

The Credit Agreement, the indenture governing the 4.875% Senior Notes (the “4.875% Senior Notes Indenture”) and the indenture governing the 6.125% Senior Notes (the “6.125% Senior Notes Indenture”) and together with the 4.875% Senior Notes Indenture, (the “Indentures”) limit the Company’s ability to incur additional indebtedness. Additional covenants contained in the Credit Agreement and the Indentures, among other things, restrict the ability of the Company to dispose of assets, incur guarantee obligations, make restricted payments, create liens, make equity or debt investments, change the business conducted by the Company and its subsidiaries, and engage in certain transactions with affiliates. Under the Credit Agreement and the Indentures, certain changes in control of the Company could result in the occurrence of an Event of Default. In addition, the Credit Agreement limits the ability of the Company to modify terms of

the Indentures. As of September 30, 2018, the Company was in compliance with the covenants in the Credit Agreement and the Indentures.

Available borrowings under the U.S. Revolving Credit Facility and Australian Revolving Sub-Facility were $332,016 and $7,122, respectively, at September 30, 2018. The Company also has various other uncommitted lines of credit available at September 30, 2018 in the aggregate amount of $22,209.

Subsequent to September 30, 2018, the Company amended its Term Loan B Facility. See Note 16 for additional details.

4.875% Senior Notes

The $600,000 aggregate principal amount of 4.875% Senior Notes due 2025 (the “4.875% Senior Notes”) were issued in October 2017 to fund the acquisition of Constantia Labels. The 4.875% Senior Notes are unsecured senior obligations of the Company. Interest is payable on the 4.875% Senior Notes on May 1st and November 1st of each year beginning May 1, 2018 until the maturity date of November 1, 2025. The Company’s obligations under the 4.875% Senior Notes are guaranteed by certain of the Company’s existing direct and indirect wholly-owned domestic subsidiaries.

6.125% Senior Notes

The $250,000 aggregate principal amount of 6.125% Senior Notes due 2022 (the “6.125% Senior Notes”) were issued in November 2014. The 6.125% Senior Notes are unsecured senior obligations of the Company. Interest is payable on the 6.125% Senior Notes on June 1st and December 1st of each year beginning June 1, 2015 until the maturity date of December 1, 2022. The Company’s obligations under the 6.125% Senior Notes are guaranteed by certain of the Company’s existing direct and indirect wholly-owned domestic subsidiaries.

Debt Issuance Costs

In conjunction with the issuance of the Credit Agreement, the Company incurred $16,331 in debt issuance costs, which are being deferred and amortized over the term of the Term A Loan Facility, Term Loan B Facility and Revolving Credit Facility. In conjunction with terminating the Company’s prior credit agreement, $660 in unamortized debt issuance costs related to a debt extinguishment were written-off to interest expense during the three months ended December 31, 2017. The remaining unamortized fees under the prior credit agreement related to a debt modification and are being amortized over the term of the Revolving Credit Facility.

The Company incurred $10,338 in debt issuance costs associated with the issuance of the 4.875% Senior Notes, which are being deferred and amortized over the term of the 4.875% Senior Notes.

The Company recorded $1,275 and $404 in interest expense for the three months ended September 30, 2018 and 2017, respectively, in the condensed consolidated statements of income to amortize deferred financing costs. The Company recorded $2,550 and $808 in interest expense for the six months ended September 30, 2018 and 2017, respectively, in the condensed consolidated statements of income to amortize deferred financing costs.

Capital Leases

The present value of the net minimum payments on the capitalized leases is as follows:


	September 30, 2018			March 31, 2018
Total minimum lease payments	$	49,968		$	49,521
Less amount representing interest		(9,636	)		(13,233	)

Present value of net minimum lease payments		40,332			36,288
Current portion		(4,788	)		(4,191	)

Capitalized lease obligations, less current portion	$	35,544		$	32,097

The capitalized leases carry interest rates from 0.97% to 12.25% and mature from fiscal 2019 to fiscal 2032.

6. Major Customers

During the three months ended September 30, 2018 and 2017, sales to major customers (those exceeding 10% of the Company’s net revenues in one or more of the periods presented) approximated 10% and 17%, respectively, of the Company’s consolidated net revenues. All of these sales were made to The Procter & Gamble Company.

During the six months ended September 30, 2018 and 2017, sales to major customers (those exceeding 10% of the Company’s net revenues in one or more of the periods presented) approximated 10% and 17%, respectively, of the Company’s consolidated net revenues. All of these sales were made to The Procter & Gamble Company.

In addition, accounts receivable balances from The Procter & Gamble Company approximated 3% of the Company’s total accounts receivable balance at September 30, 2018 and March 31, 2018. The loss or substantial reduction of the business of this major customer could have a material adverse impact on the Company’s results of operations and cash flows.

7. Income Taxes

The Company files income tax returns in the U.S. federal jurisdiction, various foreign jurisdictions and various state and local jurisdictions where the statutes of limitations generally range from three to five years. At September 30, 2018, the Company is no longer subject to U.S. federal examinations by tax authorities for years before fiscal 2015. The Company is no longer subject to state and local examinations by tax authorities for years before fiscal 2014. In foreign jurisdictions, the Company is no longer subject to examinations by tax authorities for years before fiscal 1999.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act significantly revises the future ongoing U.S. corporate income tax by, among other things, lowering U.S. corporate income tax rates and implementing a territorial tax system. As the Company has a March 31 fiscal year-end, a U.S. statutory federal rate of 21% applies to the fiscal year beginning April 1, 2018. The Tax Act eliminates the domestic manufacturing deduction and implements certain transitional impacts to the Company.

The changes included in the Tax Act are broad and complex. The final transition impacts of the Tax Act may differ from estimates, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the Company has utilized to calculate the transition impacts, including impacts from changes to current year earnings estimates and foreign exchange rates of foreign subsidiaries. The Securities Exchange Commission has issued rules that would allow for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. The Company made an estimate at March 31, 2018 on the impact of the Tax Act. During the second quarter ended September 30, 2018 the Company recorded a provisional discrete net tax benefit of $328 related to an adjustment of the estimated net deferred tax benefit due to the rate change.

The benefits of tax positions are not recorded unless it is more likely than not the tax position would be sustained upon challenge by the appropriate tax authorities. Tax benefits that are more likely than not to be sustained are measured at the largest amount of benefit that is cumulatively greater than a 50% likelihood of being realized.

As of September 30, 2018 and March 31, 2018, the Company had liabilities of $5,670 and $7,038, respectively, recorded for unrecognized tax benefits for U.S. federal, state and foreign tax jurisdictions. During the three months ended September 30, 2018 and 2017, the Company recognized $(1,312) and $117, respectively, of interest and penalties in income tax expense in the condensed consolidated statements of income. During the six months ended September 30, 2018 and 2017, the Company recognized $(1,174) and $62, respectively, of interest and penalties in income tax expense in the condensed consolidated statements of income. The liability for the gross amount of interest and penalties at September 30, 2018 and March 31, 2018 was $1,724 and $2,641, respectively. The liability for unrecognized tax benefits is classified in other noncurrent liabilities on the condensed consolidated balance sheets for the portion of the liability where payment of cash is not anticipated within one year of the balance sheet date. During the three and six months ended September 30, 2018, the Company released $3,063 and $3,063, respectively, of reserves, including interest and penalties, related to uncertain tax positions for which the statutes of limitations have lapsed. The Company believes that it is reasonably possible that $1,625 of unrecognized tax benefits as of September 30, 2018 could be released within the next 12 months due to the lapse of statute of limitations and settlements of certain foreign and domestic income tax matters. The unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate are $5,118.

8. Risk Management Activities and Financial Instruments

The Company is exposed to market risks, both directly and indirectly, such as currency fluctuations and interest rate movement. To the extent the Company deems it to be appropriate, derivative instruments and hedging activities are used as a risk management tool to mitigate the potential impact of certain risks, primarily foreign currency exchange risk and interest rate risk.

The Company uses various types of derivative instruments including, but not limited to, forward contracts and swaps. The Company formally assesses, designates, and documents as a hedge of an underlying exposure each qualifying derivative instrument that will be accounted for as an accounting hedge at inception. Additionally, the Company assesses, both at inception and at least quarterly thereafter, whether the financial instruments used in the hedging transactions are effective at offsetting changes in either the fair values or cash flows of the underlying exposures.

Interest Rate Risk Management

The Company uses interest rate swap agreements (the “Swaps”) to minimize its exposure to interest rate fluctuations on variable rate debt borrowings. Swaps involve the exchange of fixed and variable rate interest payments and do not represent an actual exchange of the underlying notional amounts between the two parties.

In conjunction with entering into the Credit Agreement (see Note 5), the Company entered into two spot non-amortizing Swaps with a total notional amount of $300,000 to convert variable rate debt to fixed rate debt. These Swaps became effective October 2017, expire in

October 2018, and will result in interest payments of 1.5625% plus the applicable margin per the requirements in the Credit Agreement. The Company also entered into two forward starting non-amortizing Swaps with a total notional amount of $300,000 to convert variable rate debt to fixed rate debt. These Swaps will become effective in October 2018, will expire in October 2022, and will result in interest payments of 2.1345% plus the applicable margin per the requirements in the Credit Agreement.

Upon inception, the Swaps were designated as cash flow hedges under ASU 2017-12, with gains and losses, net of tax, measured on an ongoing basis, recorded in accumulated other comprehensive income (loss) (“AOCI”).

Foreign Currency Risk Management

Foreign currency exchange risk arises from our international operations as well as from transactions with customers or suppliers denominated in currencies other than the U.S. Dollar. The functional currency of each of the Company’s subsidiaries is generally the currency of the country in which the subsidiary operates or the U.S. Dollar. At times, the Company uses foreign currency forward contracts to minimize the impact of fluctuations in currency exchange rates.

The Company periodically enters into foreign currency forward contracts to fix the purchase price of foreign currency denominated firm commitments. In addition, the Company periodically enters into short-term foreign currency forward contracts to fix the U.S. Dollar value of certain intercompany loan payments, which typically settle in the following quarter. During the six months ended September 30, 2018 and 2017, certain of the Company’s forward contracts were not designated as hedging instruments; therefore, changes in the fair value of the contracts were immediately recognized in other income and expense in the consolidated statements of income.

The Company periodically enters into foreign exchange forward contracts to fix the purchase price in U.S. Dollars of a foreign currency denominated firm commitment to purchase presses. Certain of these forward contracts are designated as fair value hedges and changes in the fair value of the contracts are recorded in other income and expense in the consolidated statements of income in the same period during which the related hedged items affect the consolidated statements of income.

In June 2018, the Company entered into foreign exchange forward contracts to fix the purchase price in U.S. Dollars of foreign currency denominated raw materials. These forward contracts are designated as cash flow hedges with gains and losses, net of tax, measured on an ongoing basis, recorded in AOCI.

Net Investment Hedging

In September 2017, as a means of managing foreign currency risk related to our significant operations in Europe, the Company executed four fixed-for-fixed cross currency swaps, in which the Company will pay Euros and receive U.S. Dollars with a combined notional amount of €400,000, which mature in November 2025. This will effectively convert U.S. Dollar denominated debt to Euro denominated debt. The Company designated €205,000 of swap notional as a net investment hedge of the Company’s net investment in our European operations under ASU 2017-12 and applied the spot method to these hedges. Changes in fair value of the derivative instruments that are designated and qualify as hedges of net investments in foreign operations are recognized in AOCI to offset changes in the values of the net investments being hedged.

The remaining €195,000 of swap notional was not designated as an accounting hedge in September 2017. Therefore, changes in fair value of the derivative instruments were recognized in other income and expense in the consolidated statements of income. In November 2017, the Company formally designated the remaining €195,000 of swap notional as a net investment hedge under ASU 2017-12, bringing the total designated notional value to €400,000. Effective November 1, 2017, hedge accounting was applied to the newly designated swap notional of €195,000.

Disclosures about Derivative Instruments

All of the Company’s derivative assets and liabilities measured at fair value are classified as Level 2 within the fair value hierarchy. The Company determines the fair values of its derivatives based on valuation models which project future cash flows and discount the future amounts to a present value using market based observable inputs including interest rate curves, foreign currency rates, futures and basis point spreads, as applicable. The fair values of qualifying and non-qualifying instruments used in hedging transactions as of September 30, 2018 are as follows:


		Fair Value
Derivatives Designated as Hedging Instruments	Balance Sheet Location	September 30, 2018		March 31, 2018
Assets:
Cross currency swaps (Net investment hedges)	Other current assets	$	4,808	$	4,295
Interest rate swaps (Cash flow hedges)	Other current assets		1,532		920
Foreign exchange forward contracts (Fair value hedges)	Other current assets		—		127
Foreign exchange forward contracts (Cash flow hedges)	Other current assets		5		—
Interest rate swaps (Cash flow hedges)	Other long-term assets		7,779		4,956
Liabilities:
Interest rate swaps (Cash flow hedges)	Other current liabilities	$	10	$	—
Foreign exchange forward contracts (Fair value hedges)	Other current liabilities		44		190
Foreign exchange forward contracts (Cash flow hedges)	Other current liabilities		536		—
Cross currency swaps (Net investment hedges)	Other long-term liabilities		28,108		50,019

		Fair Value
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	September 30, 2018		March 31, 2018
Assets:
Foreign exchange forward contracts	Other current assets	$	187	$	—
Liabilities:
Foreign exchange forward contracts	Other current liabilities	$	27	$	127

The amounts of gains and (losses) recognized in AOCI net of reclassifications into earnings, during the three and six months ended September 30, 2018 and 2017 are as follows:


	Three Months Ended						Six Months Ended
Derivatives Designated as Hedging Instruments	September 30, 2018			September 30, 2017			September 30, 2018			September 30, 2017
Cross currency swaps (Net investment hedges) (1)	$	821		$	(4,556	)	$	16,463		$	(4,556	)
Interest rate swaps		1,341			—			2,571			—
Foreign exchange forward contracts		(642	)		—			(756	)		—

(1)	The net gain of $16,463 recognized in OCI on the cross currency swaps in a net investment hedge as of September 30, 2018 is comprised of an excluded component loss of $(6,105) and an undiscounted spot gain of $28,040, net of tax of $(5,472).

The amounts of gains and (losses) reclassified from AOCI into earnings for the three and six months ended September 30, 2018 and 2017 are as follows:

Three Months Ended

Six Months Ended

Derivatives Designated as Hedging Instruments

September 30, 2018

September 30, 2017

September 30, 2018

September 30, 2017

Cross currency swaps (1)

2,407

—

4,732

—

Interest rate swaps (2)

394

—

665

—

Foreign exchange forward contracts (2)

(171

)

—

(171

)

—

(1)	The Company had a $2,407 and $4,732 excluded component gain in AOCI which was recognized into income during the three and six months ended September 30, 2018, respectively.

(2)	During the next 12 months, $989 of net gains included in the September 30, 2018 AOCI balance are expected to be reclassified into interest expense.

The amounts of gains and (losses) included in earnings from qualifying and non-qualifying financial instruments used in hedging transactions for the three and six months ended September 30, 2018 and 2017 are as follows:


		Three Months Ended						Six Months Ended
Derivatives Not Designated as Hedging Instruments	Statement of Income Location	September 30, 2018			September 30, 2017			September 30, 2018			September 30, 2017
Foreign currency contract-Constantia purchase price	Other income (expense), net	$	—		$	8,822		$	—		$	8,822
Foreign currency contracts-Other	Other income (expense), net		1,201			(83	)		6,233			284
Gain (loss) on underlying hedged items	Other income (expense), net		(263	)		100			(5,227	)		(275	)
Cross currency swaps	Interest expense		246			(5,811	)		489			(5,811	)

		Three Months Ended						Six Months Ended
Derivatives Designated as Hedging Instruments	Statement of Income Location	September 30, 2018			September 30, 2017			September 30, 2018			September 30, 2017
Foreign exchange forward contracts (Fair value hedges)	Other income (expense), net	$	32		$	—		$	198		$	—
Gain (loss) on underlying hedged itesm	Other income (expense), net		(32	)		—			(198	)		—

9. Accrued Expenses and Other Liabilities

The Company’s accrued expenses and other liabilities consisted of the following:


	September 30, 2018		March 31, 2018
Accrued payroll and benefits	$	43,988	$	45,418
Accrued income taxes		6,844		13,838
Professional fees		1,654		1,965
Accrued taxes other than income taxes		3,647		4,682
Accrued interest		14,027		16,480
Customer rebates		5,065		2,578
Exit and disposal costs related to facility closures		47		457
Deferred payments		9,231		9,735
Deferred revenue		12,133		11,887
Derivative liabilities		617		317
Other		11,975		6,665

Total accrued expenses and other liabilities	$	109,228	$	114,022

10. Acquisitions

Constantia Labels Summary

On October 31, 2017, the Company completed its acquisition pursuant to the Sale and Purchase Agreement (as amended) with Constantia Flexibles Germany GmbH, Constantia Flexibles International GmbH, Constantia Flexibles Group GmbH and GPC Holdings B.V. (collectively, “Constantia Flexibles”), acquiring 100% of the Labels Division of Constantia Flexibles (“Constantia Labels”). Constantia Labels, headquartered in Vienna, Austria, is a leader in label solutions serving the food, beverage and consumer packaging goods industries. Constantia Labels has approximately 2,800 employees globally and 24 production plants across 14 countries, with major operations across Europe, Asia and North America. The acquisition included a 75% controlling interest in certain label operations in South Africa.

The Company believes the combination of Constantia Labels’ food & beverage business with Multi-Color’s existing platforms, particularly in home & personal care and wine & spirits and emerging position in healthcare, will create a company with significant scale and geographic, end-market, customer and product diversification and additional growth opportunities. The results of Constantia Labels’ operations were included in the Company’s consolidated financial statements beginning on October 31, 2017.

The purchase price for Constantia Labels consisted of the following:


Cash from proceeds of borrowings	$	1,048,656
MCC common stock issued		237,820
Deferred payments		3,901
Contingent consideration		9,026

Purchase price, before cash acquired		1,299,403
Net cash acquired		(10,118	)

Total purchase price	$	1,289,285

The Company issued 3,383 shares of its common stock to Constantia Flexibles as part of the consideration for the purchase of Constantia Labels. The Sale and Purchase Agreement provides for restrictions on the transfer of the shares issued to Constantia Flexibles and certain registration rights with respect to the shares. The fair value of the shares issued of $237,820 was calculated using the Company share price of $82.70, which was the closing price on October 31, 2017, discounted to reflect the temporary lack of liquidity.

The cash portion of the purchase price was funded through the 4.875% Senior Notes due 2025 and funds from the Credit Agreement (see Note 5). The purchase price included deferred payments with a total fair value of $3,901, estimated as of the acquisition date, of which $807 was paid during the three months ended June 30, 2018 with the remaining to be paid out within 90 days after December 31, 2018, 2019 and 2020. In addition, the purchase price includes future performance based earnouts with a total fair value of $9,026, estimated as of the acquisition date. The future value of the earnouts is dependent upon whether the Verstraete in Mould Labels N.V. (Verstraete) business, which was acquired in conjunction with the Constantia Labels’ acquisition, meets or exceeds certain agreed upon EBITA (earnings before interest, taxes, and amortization) metrics over the three to five year period following the acquisition. The earnouts have a minimum future payout of zero, and the maximum amount of the future payout is based on the amount of EBITA growth achieved relative to calendar 2017. The earnouts may be paid out within 90 days after December 31, 2020, 2021 or 2022. Net cash acquired includes $49,725 of cash acquired less $39,607 of assumed bank debt and capital leases. The Company spent $17,379 in acquisition expenses related to the Constantia Labels acquisition. These expenses were recorded in selling, general and administrative expenses in the condensed consolidated statements of income as follows: $18 in the third quarter of fiscal 2017, $744 in the first quarter of fiscal 2018, $3,545 in the second quarter of fiscal 2018, $11,299 in the third quarter of fiscal 2018, $632 in the fourth quarter of fiscal 2018, $1,246 in the first quarter of fiscal 2019, and a credit of $(105) in the second quarter of fiscal 2019.

Purchase Price Allocation and Other Items

The determination of the purchase price allocation to specific assets acquired and liabilities assumed is incomplete for Constantia Labels. The purchase price allocation may change in future periods as the fair value estimates of assets and liabilities (including, but not limited to, accounts receivable, inventory, property, plant and equipment, intangibles, accounts payable, accrued liabilities, debt and non-controlling interests) and the valuation of the related tax assets and liabilities are completed. Based on fair value estimates, the purchase price for Constantia Labels has been allocated to individual assets acquired and liabilities assumed as follows:


	Constantia Labels
Assets Acquired:
Net cash acquired	$	10,118
Accounts receivable		117,399
Inventories		82,525
Property, plant and equipment		250,943
Intangible assets		432,400
Goodwill		675,707
Other assets		16,945

Total assets acquired		1,586,037

Liabilities Assumed:
Accounts payable		93,335
Accrued income taxes payable		8,014
Accrued expenses and other liabilities		39,651
Deferred tax liabilities		143,334

Total liabilities assumed		284,334

Net assets acquired		1,301,703

Noncontrolling interests		(2,300	)

Net assets acquired attributable to Multi-Color Corporation	$	1,299,403

The liabilities assumed in the Constantia Labels acquisition included a contingent liability of $9,671, estimated as of the acquisition date based on the Company’s best estimate. The contingent liability, payable to the pre-Constantia Flexibles owners of the respective entities, was based on future earnings of certain entities acquired. In the fourth quarter of fiscal 2018, $7,523 of the contingent liability was paid. The remaining contingent liability may be paid no later than December 31, 2020.

The fair value of the noncontrolling interests for Constantia Labels was estimated based on market valuations performed by an independent third party using a combination of: (i) an income approach based on expected future discounted cash flows; and (ii) an asset approach. During the second quarter of fiscal 2019, the Company increased its valuation of the noncontrolling interests for Constantia Labels by $1,200.

During the second quarter of fiscal 2019, goodwill decreased by $31,917 related to measurement period adjustments for the Constantia Labels acquisition. The measurement period adjustments primarily consisted of increases of $34,222, $22,400, $14,807 and $5,997 to the valuation of property, plant and equipment, intangible assets, deferred tax liabilities and capital leases, respectively.

During the second quarter of fiscal 2019, a $(5,769) credit to depreciation expense and $1,456 of amortization expense were recognized that would have been recognized in previous periods if the adjustments to provisional amounts were recognized as of the Constantia Labels acquisition date of October 31, 2017. We recognized income of $(1,594), $(1,550) and $(1,169) that would have been recognized in the third quarter of fiscal 2018, fourth quarter of fiscal 2018 and first quarter of fiscal 2019, respectively, if the adjustments to provisional amounts were recognized as of the acquisition date.

During the first quarter of fiscal 2019, goodwill increased by $291 related to measurement period adjustments for the Constantia Labels acquisition. The measurement period adjustments primarily consisted of a $2,538 and $261 increase in the valuation of other assets and accrued expenses, respectively, offset by a $2,507 and $151 decrease in the valuation of inventory and property, plant and equipment, respectively.

The estimated fair value of identifiable intangible assets acquired and their estimated useful lives are as follows:


	Constantia Labels
	Fair Value		Useful Lives
Customer relationships	$	407,300		19 years
Technology		20,700		4 years
Trade name		4,400		4 years

Total identifiable intangible assets	$	432,400

Identifiable intangible assets are amortized over their useful lives based upon a number of assumptions including the estimated period of economic benefit and utilization. The weighted-average amortization period for identifiable intangible assets acquired in the Constantia Labels acquisition is 18 years.

The goodwill for Constantia Labels is attributable to combining Constantia Labels’ food & beverage business with Multi-Color’s existing platforms, particularly in home & personal care and wine & spirits and emerging position in healthcare, thereby creating additional growth opportunities for both businesses utilizing the expanded global footprint and the acquired workforce. Goodwill arising from the Constantia Labels acquisition is not deductible for income tax purposes.

The accounts receivable acquired as part of the Constantia Labels acquisition had a fair value of $117,399 at the acquisition date. The gross contractual value of the receivables prior to any adjustments was $119,883 and the estimated contractual cash flows that are not expected to be collected are $2,484.

Pro Forma Information

The following table provides the unaudited pro forma results of operations for the three and six months ended September 30, 2017 as if Constantia Labels had been acquired as of the beginning of fiscal year 2018. However, pro forma results do not include any anticipated synergies from the combination of the companies, and accordingly, are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the date indicated or that may result in the future.


	Three Months Ended		Six Months Ended
	September 30, 2017		September 30, 2017
Net revenues	$	435,146	$	857,913
Net income attributable to Multi-Color		17,759		39,739
Diluted earnings per share		0.86		1.93

The following is a reconciliation of actual net revenues and net income attributable to Multi-Color Corporation to unaudited pro forma net revenues and net income:


	Three Months Ended					Six Months Ended
	September 30, 2017					September 30, 2017
	Net revenues		Net income attributable to Multi-Color			Net revenues		Net income attributable to Multi-Color
Multi-Color Corporation actual results	$	256,034	$	15,190		$	498,474	$	29,296
Constantia Labels actual results (1)		179,112		8,058			359,439		23,941
Pro forma adjustments		—		(5,489	)		—		(13,498	)

Pro forma results	$	435,146	$	17,759		$	857,913	$	39,739

(1)	Constantia Labels actual results include the six months pre-acquisition in fiscal 2018.

The following table identifies the unaudited pro forma adjustments:


	Three Months Ended			Six Months Ended
	September 30, 2017			September 30, 2017
Constantia Labels financing costs	$	4,261		$	8,454
Acquisition transaction costs		3,545			4,289
Incremental depreciation and amortization costs		(3,381	)		(7,469	)
Incremental interest costs		(12,380	)		(24,836	)
Tax effect of adjustments		2,466			6,064

Pro forma adjustments	$	(5,489	)	$	(13,498	)

Other Acquisition Activity

On October 11, 2017, the Company acquired 100% of TP Label Limited, the labels business of Tanzania Printers Limited (Tanzania Printers), and TP Kenya Limited (collectively, “TP Label”), which is located in Dar es Salaam, Tanzania with a sales and distribution center located in Nairobi, Kenya, for $15,929 less net cash acquired of $397. The purchase price included $9,557, which was retained by MCC at closing and was used to repay the indebtedness of TP Label Limited and Tanzania Printers during the three months ended March 31, 2018. The purchase price also included an indemnification holdback of $1,593 to fund certain potential obligations of the sellers with respect to the transaction, which is deferred for one year after the closing date. TP Label is primarily a pressure sensitive and cut and stack label business, serving customers in the food and beverage market.

The determination of the final purchase price allocation to specific assets acquired and liabilities assumed is incomplete for TP Label. The purchase price allocations may change in future periods as the fair value estimates of assets and liabilities (including, but not limited to, accounts receivable, inventory, property, plant and equipment, intangibles and debt) and the valuation of the related tax assets and liabilities are completed.

On August 3, 2017, the Company acquired 100% of GEWA Etiketten GmbH (GEWA), including the remaining 2.4% of the common shares of GIP (see below), for $21,846 plus net debt assumed of $5,228. Upon closing, $2,185 of the purchase price was deposited into an escrow account and is to be released to the seller on the 18-month anniversary of the closing date in accordance with the purchase agreement. The escrow amount is to fund certain potential indemnification obligations of the seller with respect to the transaction. GEWA is located in Bingen am Rhein, Germany and specializes in producing pressure sensitive labels for the wine and spirits market.

On January 3, 2017, the Company acquired 100% of Graphix Labels and Packaging Pty Ltd. (Graphix) for $17,261. The purchase price included $1,631 that is deferred for two years after the closing date. Graphix is located in Melbourne, Victoria, Australia and specializes in producing labels for both the food & beverage and wine & spirits markets.

In January 2017, the Company acquired an additional 67.6% of the common shares of GIP for $2,084 plus net debt assumed of $862. The purchase price included a deferred payment of $208 that was paid during the three months ended March 31, 2018. The Company acquired 30% of GIP as part of the Barat acquisition in fiscal 2016. Immediately prior to obtaining a controlling interest in GIP, the Company recognized a gain of $690 as a result of re-measuring our equity interest to its fair value of $771 based on the most recent share activity. In August 2017, the Company acquired the remaining 2.4% of the common shares of GIP in conjunction with the GEWA acquisition (see above). GIP is located in the Bordeaux region of France and specializes in producing labels for the wine & spirits market.

On July 6, 2016, the Company acquired 100% of Industria Litografica Alessandrina S.r.l. (I.L.A.) for $6,301 plus net debt assumed of $3,547. The purchase price included $819 that is deferred for three years after the closing date. I.L.A. is located in the Piedmont region of

Italy and specializes in production of premium self-adhesive and wet glue labels primarily for the wine & spirits market and also services the food industry.

On July 1, 2016, the Company acquired 100% of Italstereo Resin Labels S.r.l. (Italstereo) for $3,342 less net cash acquired of $181. The purchase price included a deferred payment of $201 that was paid in the three months ended September 30, 2017 and a deferred payment of $133 that was paid in the three months ended September 30, 2018. Italstereo is located near Lucca, Italy and specializes in producing pressure sensitive adhesive resin coated labels, seals and emblems.

The results of operations of the acquisitions described above within this “Other Acquisition Activity” section have been included in the condensed consolidated financial statements since the respective dates of acquisition and have been determined to be immaterial for purposes of additional disclosure.

Sale of Southeast Asian durables business

On July 3, 2017, the Company sold its 60% controlling interest in its Southeast Asian durables business to its minority shareholders for $3,620 in net cash proceeds. The Company recognized a loss of $512 on the sale of the business, which was recognized in other expense in the consolidated statements of income.

11. Accumulated Other Comprehensive Loss

The changes in the Company’s accumulated other comprehensive loss by component consisted of the following:


	Foreign			Gains and (losses)			Defined benefit
	currency			on derivative			pension
	items			contracts			items			Total
Balance at March 31, 2018	$	6,335		$	(25,408	)	$	(168	)	$	(19,241	)
OCI before reclassifications		(92,657	)		22,157			—			(70,500	)
Amounts reclassified from AOCI		—			(3,879	)		—			(3,879	)

Net current period OCI		(92,657	)		18,278			—			(74,379	)
ASU 2018-02 reclassification of stranded tax effects		(244	)		(1,506	)					(1,750	)

Balance at September 30, 2018	$	(86,566	)	$	(8,636	)	$	(168	)	$	(95,370	)

Reclassifications out of accumulated other comprehensive loss consisted of the following:


	Three Months Ended			Six Months Ended
	September 30, 2018			September 30, 2018
Cross currency swaps (1)	$	(2,407	)	$	(4,732	)
Interest rate swaps (1)		(394	)		(665	)
Foreign exchange forward contracts (2)		171			171
Tax		699			1,347

Net of tax	$	(1,931	)	$	(3,879	)

(1)	Reclassified from AOCI into interest expense in the condensed consolidated statements of income. See Note 8.

(2)	Reclassified from AOCI into cost of revenues in the condensed consolidated statements of income. See Note 8.

12. Goodwill and Intangible Assets

The changes in the Company’s goodwill consisted of the following:


Balance at March 31, 2018:
Goodwill, gross	$	1,210,179
Accumulated impairment losses		(13,545	)

Goodwill, net		1,196,634
Activity during the year:
Adjustments to prior year acquisitions		(32,333	)
Currency translation		(65,516	)
Balance at September 30, 2018:
Goodwill, gross		1,111,217
Accumulated impairment losses		(12,432	)

Goodwill, net	$	1,098,785

The Company’s intangible assets consisted of the following:


	September 30, 2018							March 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	657,212	$	(103,734	)	$	553,478	$	648,273	$	(87,560	)	$	560,713
Technologies		22,254		(6,175	)		16,079		21,721		(3,586	)		18,135
Trademarks		4,521		(1,138	)		3,383		99		(66	)		33
Non-compete agreements		3,836		(2,729	)		1,107		3,880		(2,528	)		1,352

Total	$	687,823	$	(113,776	)	$	574,047	$	673,973	$	(93,740	)	$	580,233

The amortization expense of intangible assets for the three months ended September 30, 2018 and 2017 was $12,253 and $3,831, respectively. The amortization expense of intangible assets for the six months ended September 30, 2018 and 2017 was $22,663 and $7,435, respectively.

13. Facility Closures

Merignac, France

During the three months ended September 30, 2017, the Company announced plans to consolidate our manufacturing facility located in Merignac, France into our existing facility in Libourne, France. The transition was substantially completed in the third quarter of fiscal 2018.

Below is a summary of the total contractual termination benefits and exit and disposal costs related to the closure of the Merignac facility:

Total costs
expected to be
incurred

Total costs incurred

Cumulative costs
incurred as of
September 30, 2018

Three Months Ended
September 30, 2018

Six Months Ended
September 30, 2018

Severance and other termination benefits

703

—

703

Other associated costs

500-750

440

Other associated costs primarily consist of costs to dismantle, transport and reassemble manufacturing equipment that was moved to other manufacturing facilities, and ongoing costs related to the leased facility until expiration or early termination of the related lease agreement.

Below is a reconciliation of the beginning and ending liability balances related to the contractual termination benefits and exit and disposal costs:


	Balance at March 31, 2018		Amounts Expensed		Amounts Paid			Balance at September 30, 2018
Severance and other termination benefits	$	457		—		(410	)	$	47
Other associated costs		—		93		(93	)		—

During the three months ended September 30, 2018, the Company recorded a non-cash loss on the disposal of property, plant and equipment of $48 related to assets that were not transferred from Merignac to Libourne and were sold or abandoned.

The cumulative costs incurred in conjunction with the closure as of September 30, 2018 are $1,256, which were recorded in facility closure expenses in the condensed consolidated statements of income. The cumulative costs incurred include the exit and disposal and fixed asset disposal costs above as well as $125 in non-cash impairment charges and $42 in net loss on the sale related to property, plant and equipment at the Merignac facility, which were recorded in facility closure expenses during the three months ended March 31, 2018. In addition, the Company reversed $102 in accrued pension related to employees that were terminated in conjunction with the closure, which were recorded to facility closure expenses during the three months ended March 31, 2018.

Dormans, France

During the three months ended June 30, 2017, the Company announced plans to close our manufacturing facility located in Dormans, France. Production at the facility ceased during the first quarter of fiscal 2018.

Below is a summary of the exit and disposal costs related to the closure of the Dormans facility:


	Total costs expected to be incurred		Total costs incurred				Cumulative costs incurred as of September 30, 2018
	Total costs expected to be incurred		Three Months Ended September 30, 2017		Six Months Ended September 30, 2017		Cumulative costs incurred as of September 30, 2018
Severance and other termination benefits	$	106	$	72	$	106	$	106
Other associated costs		23		23		23		23

Other associated costs primarily consist of costs to dismantle, transport and reassemble manufacturing equipment that was moved to other manufacturing facilities.

The cumulative costs incurred in conjunction with the closure as of September 30, 2018 are $260, which were recorded in facility closure expenses in the condensed consolidated statements of income. The cumulative costs incurred include the exit and disposal costs above as well as non-cash impairment charges of $25 related to the land and building that was previously held for sale at the Dormans facility, which was recorded in facility closure expenses during the three months ended December 31, 2017. In addition, the Company recorded a net loss on the disposal of property, plant and equipment of $59 related to assets in Dormans that were not transferred to other facilities and were sold or abandoned and wrote-off $47 in raw materials that were not transferred to other facilities during the three months ended March 31, 2018.

14. Commitments and Contingencies

Litigation

The Company is subject to various legal claims and contingencies that arise out of the normal course of business, including claims related to commercial transactions, product liability, health and safety, taxes, environmental matters, employee matters and other matters. Litigation is subject to numerous uncertainties and the outcome of individual claims and contingencies is not predictable. It is possible that some legal matters for which reserves have or have not been established could result in an unfavorable outcome for the Company and any such unfavorable outcome could be of a material nature or have a material adverse effect on our financial condition, results of operations and cash flows.

15. Supplemental Cash Flow Disclosures

Supplemental disclosures with respect to cash flow information and non-cash operating, investing and financing activities are as follows:


	Six Months Ended
	September 30, 2018			September 30, 2017
Supplemental Disclosures of Cash Flow Information:
Interest paid	$	42,332		$	12,027
Income taxes paid, net of refunds		15,733			17,413
Supplemental Disclosures of Non-Cash Activities:
Capital expenditures incurred but not yet paid	$	5,095		$	2,354
Capital lease obligations incurred		1,771			—
Change in derivative contract fair value - asset position		4,013			13,473
Change in derivative contract fair value - liability position		21,611			(17,876	)
Business combinations accounted for as a purchase:
Assets acquired (excluding cash)	$	22,244		$	40,425
Liabilities assumed		(21,044	)		(19,042	)
Noncontrolling interests		(1,200	)		—

Net cash paid	$	—		$	21,383

16. Subsequent Events

On October 16, 2018, the Company amended the terms of its $496,250 Term Loan B Facility provided pursuant to the terms and conditions of its Credit Agreement to lower the applicable margin payable on LIBOR indexed loans thereunder from 225 bps to 200 bps. The reduction of the applicable margin on the Term Loan B Facility is expected to result in an annual interest savings of $1,200 over the remaining life of the Term Loan B Facility. The maturity date for the Term Loan B Facility remains October 31, 2024 and all other material provisions of the Credit Agreement remain unchanged. The Company paid $650 in arrangement fees in conjunction with the amendment.

Item 2.

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

Information included in this Quarterly Report on Form 10-Q contains certain forward-looking statements that involve potential risks and uncertainties. Multi-Color Corporation’s future results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed herein and those discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018 (the “2018 10-K”). Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date thereof. Results for interim periods may not be indicative of annual results.

Refer to “Forward-Looking Statements” following the index in this Form 10-Q. In the discussion that follows, all amounts are in thousands (both tables and text), except statistical data, per share data and percentages.

Following is a discussion and analysis of the financial statements and other statistical data that management believes will enhance the understanding of the Company’s financial condition and results of operations:

Executive Overview

We are a leader in global label solutions supporting a number of the world’s most prominent brands including leading producers of home & personal care, wine & spirits, food & beverage, healthcare and specialty consumer products. MCC serves national and international brand owners in the North, Central, and South America, Europe, Africa, China, Southeast Asia, Australia and New Zealand with a comprehensive range of the latest label technologies in Pressure Sensitive, Cut and Stack, In-Mold, Shrink Sleeve, Heat Transfer, Roll Fed, and Aluminum Labels.

The softer revenues from some of our major customers, particularly in North America, is expected to continue in the remainder of fiscal 2019 and increase in fiscal 2020 resulting primarily from downward pressure on pricing. We will continue to focus on organic growth and internal improvement opportunities in an effort to offset this softness.

Results of Operations

Three Months Ended September 30, 2018 compared to the Three Months Ended September 30, 2017:

Net Revenues


					$		%
	2018		2017		Change		Change
Net revenues	$	434,913	$	256,034	$	178,879		70	%

Net revenues increased 70% to $434,913 compared to $256,034 in the prior year quarter. Acquisitions occurring after the beginning of the second quarter of fiscal 2018 accounted for a 70% increase in revenues. Organic revenues increased 2% led by strong organic growth in developing markets offset by lower growth in developed markets, primarily in North America, which experienced softer volumes in the second half of the quarter. Foreign exchange led to a 2% decrease in revenues primarily driven by depreciation of the Australian dollar and Latin American currencies quarter over quarter.

Cost of Revenues and Gross Profit


							$		%
	2018			2017			Change		Change
Cost of revenues	$	348,128		$	204,260		$	143,868		70	%
% of Net revenues		80.0	%		79.8	%
Gross profit	$	86,785		$	51,774		$	35,011		68	%
% of Net revenues		20.0	%		20.2	%

Cost of revenues increased 70% or $143,868 compared to the prior year quarter. Acquisitions occurring after the beginning of the second quarter of fiscal 2018 contributed 71% or $144,006 to cost of revenues, benefitting from lower depreciation in relation to purchase accounting valuations for the fixed assets of Constantia Labels. Organic revenue growth increased cost of revenues by 2% or $3,503. The remaining decrease of $3,641 related to the unfavorable effects of foreign exchange.

Gross profit increased 68% or $35,011 compared to the prior year quarter. Acquisitions occurring after the beginning of the second quarter of fiscal 2018 contributed 68% or $34,998 to gross profit. Organic gross profit increased 1% or $675, net of start-up costs of $765 incurred in relation to a new In-Mold label facility in the United States. Unfavorable foreign exchange decreased gross profit by 1% or $662. Gross margins were 20% of net revenues for the current and prior year quarters.

Selling, General and Administrative Expenses and Facility Closure Expenses


	2018			2017			$ Change		% Change
Selling, general and administrative expenses	$	39,191		$	25,200		$	13,991		56	%
% of Net revenues		9.0	%		9.8	%
Facility closure expenses	$	114		$	95		$	19		20	%
% of Net revenues		0.0	%		0.0	%

Selling, general and administrative expenses increased 56% or $13,991 compared to the prior year quarter. Acquisitions occurring after the beginning of the second quarter of fiscal 2018 contributed 60% or $15,045, including acquisition and integration expenses of $1,111. In the current year quarter, the Company incurred an additional $1,143 of acquisition and integration expenses, for a total of $2,254, compared to $4,087 in the prior year quarter. Favorable foreign exchange was $276 and the remaining increase of $2,166 primarily related to compensation costs and professional fees.

Facility closure expenses were $114 in the current year quarter compared to $95 in the prior year quarter.

Interest Expense and Other Income, Net


	2018		2017			$ Change		% Change
Interest expense	$	18,690	$	6,669		$	12,021		180	%
Other expense (income), net	$	1,860	$	(2,676	)	$	4,536		(170	%)

Interest expense increased 180% or $12,021 compared to the prior year quarter primarily due to the increase in debt borrowings to finance the Constantia Labels acquisition.

Other expense was $1,860 in the current year quarter primarily related to the release of a foreign indemnification receivable of $3,063 for which an offsetting tax liability was also relieved reducing the current year tax rate. The balance related to net foreign currency gains. Other income in the prior year quarter was primarily related to the unrealized gain of $8,822 on a forward contract to fix the exchange rate between the U.S. Dollar and the Euro for the Constantia Labels acquisition and non-cash charges related to acquisition-related cross-currency swaps of $5,811. Additionally, the Company sold the Southeast Asian Durables business for a loss of $512 during the prior year quarter. The remaining change in other income in the prior year primarily related to gains and losses on foreign exchange.

Income Tax Expense


	2018		2017		$ Change			% Change
Income tax expense	$	3,125	$	7,296	$	(4,171	)		(57	%)

Income tax expense decreased 57% or $4,171 in the current year quarter compared to the prior year quarter primarily due to the release of a tax liability related to a foreign indemnification receivable related to previous acquisitions for $3,063 in the current year quarter for which there was an offsetting impact in other expense. The effective tax rate was 12% for the current year quarter compared to 32% in the prior year quarter primarily due to the release of a tax liability related to a foreign indemnification receivable.

Six Months Ended September 30, 2018 compared to the Six Months Ended September 30, 2017:

Net Revenues


	2018		2017		$ Change		% Change
Net revenues	$	891,044	$	498,474	$	392,570		79	%

Net revenues increased 79% to $891,044 compared to $498,474 in the six months ended September 30, 2017. Acquisitions occurring after the beginning of fiscal 2018 accounted for a 75% increase in revenues, net of divestitures. Organic revenue increased 4% and was broadly based across geographies and markets.

Cost of Revenues and Gross Profit


	2018			2017			$ Change		% Change
Cost of revenues	$	716,249		$	397,243		$	319,006		80	%
% of Net revenues		80.4	%		79.7	%
Gross profit	$	174,795		$	101,231		$	73,564		73	%
% of Net revenues		19.6	%		20.3	%

Cost of revenues increased 80% or $319,006 compared to the six months ended September 30, 2017. Acquisitions occurring after the beginning of fiscal 2018, net of divestitures contributed 77% or $306,429 to cost of revenues. Organic revenue growth increased cost of revenues by 3% or $12,382, and the unfavorable impact of foreign exchange rates contributed $195.

Gross profit increased 73% or $73,564 compared to the six months ended September 30, 2017. Acquisitions occurring after the beginning of fiscal 2018 contributed 65% or $65,315 to gross profit, net of divestitures. Organic gross profit increased 8% or $7,939. The remaining increase of $310 related to the favorable effects of foreign exchange. Gross margins were 19.6% of net revenues for the six months ended September 30, 2018 compared to 20.3% in the six months ended September 30, 2017.

Selling, General and Administrative Expenses and Facility Closure Expenses


	2018			2017			$ Change		% Change
Selling, general and administrative expenses	$	81,959		$	48,789		$	33,170		68	%
% of Net revenues		9.2	%		9.8	%
Facility closure expenses	$	141		$	129		$	12		9	%
% of Net revenues		0.0	%		0.0	%

Selling, general and administrative expenses increased 68% or $33,170 compared to the six months ended September 30, 2017. Acquisitions occurring after the beginning of fiscal 2018 contributed $30,175, net of divestitures, including acquisition and integration expenses of $2,827. Foreign exchange increased selling, general and administrative expenses by $162. In the six months ended September 30, 2018, the Company incurred an additional $3,647 of acquisition and integration expenses, for a total of $6,474, primarily in relation to Constantia Labels, compared to $4,993 in the six months ended September 30, 2017. The remaining increase of $4,179 primarily related to professional fees and compensation expenses.

Facility closure expenses were $141 in the six months ended September 30, 2018 compared to $129 in the six months ended September 30, 2017. The current period expenses primarily related to the closure of our manufacturing facility in Merignac, France. Expenses in the prior year period related to closure of our manufacturing facility in Dormans, France.

Interest Expense and Other Income, Net


	2018		2017			$ Change		% Change
Interest expense	$	37,889	$	13,004		$	24,885		191	%
Other expense (income), net	$	2,904	$	(1,477	)	$	4,381		(297	%)

Interest expense increased $24,885 compared to the six months ended September 30, 2017 primarily due to the increase in debt borrowings to finance the Constantia Labels acquisition.

Other expense was $2,904 in the six months ended September 30, 2018 compared to income of $1,477 in the six months ended September 30, 2017. Other expense included the release of foreign indemnification receivables of $3,063 in the current year and $1,124 in the prior year for which offsetting tax liabilities were relieved reducing the current and prior year tax rates. Other income in the prior year quarter included the unrealized gain of $8,822 on a forward contract to fix the exchange rate between the U.S. Dollar and the Euro for the Constantia Labels acquisition and non-cash charges related to acquisition-related cross-currency swaps of $5,811. Additionally, the

Company sold the Southeast Asian Durables business for a loss of $512 during the prior year. The remaining change in other income in the prior year primarily related to gains and losses on foreign exchange.

Income Tax Expense


	2018		2017		$ Change			% Change
Income tax expense	$	10,005	$	11,454	$	(1,449	)		(13	%)

Income tax expense decreased 13% or $1,449 in the current year compared to the prior year primarily due to the release of tax liabilities related to foreign indemnification receivables related to previous acquisitions for $3,063 in the current year and $1,124 in the prior year for which there were offsetting impacts in other expense.

Liquidity and Capital Resources

Comparative Cash Flow Analysis

Through the six months ended September 30, 2018, net cash provided by operating activities was $106,237 compared to $44,214 in the same period of the prior year. Net income adjusted for non-cash expenses consisting primarily of depreciation and amortization was $95,082 in the current year compared to $56,827 in the same period of the prior year. Our source of operating assets and liabilities of $11,155 in the current year increased from a use of $12,613 in the prior year.

Through the six months ended September 30, 2018, net cash used in investing activities was $52,351 compared to $43,772 in the same period of the prior year. Capital expenditures, primarily funded by cash flows from operations totaled $53,941 in the current year compared to $26,262 in the same period of the prior year. Proceeds from the sale of property, plant and equipment totaled $1,590 in the current year compared to $253 in the same period of the prior year. Net cash used in acquisitions totaled $21,383 in the prior year period. The Company received net cash proceeds of $3,620 from the sale of its Southeast Asian durables business in the prior year period.

Through the six months ended September 30, 2018, net cash used in financing activities was $40,906, which included $38,758 of net debt payments and dividends paid of $2,048, offset by $1,004 of proceeds from the issuance of common stock. Cash used in financing activities also included $1,104 related to deferred payments for the Constantia Labels and Italstereo acquisitions.

Through the six months ended September 30, 2017, net cash provided by financing activities was $8,312, which included $9,699 of net debt borrowings and dividends paid of $1,977, offset by $2,432 of proceeds from the issuance of common stock. Dividends paid included $1,698 to shareholders of Multi-Color Corporation and $279 to the minority shareholders of the Southeast Asian durables business. Cash used in financing activities also included $206 related to deferred payments for the Italstereo acquisition and $1,636 in debt issuance costs.

Capital Resources

In conjunction with the Constantia Labels acquisition, effective October 31, 2017 the Company entered into a credit agreement (the “Credit Agreement”) with various lenders. The Credit Agreement replaced the Company’s previous credit agreement and consists of (i) a senior secured first lien term loan A facility (the “Term Loan A Facility”) in an aggregate initial principal amount of $150,000 with a five year maturity, (ii) a senior secured first lien term loan B facility (the “Term Loan B Facility”) in an aggregate principal amount of $500,000 with a seven year maturity, and (iii) a senior secured first lien revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount up to $400,000, comprised of a $360,000 U.S. revolving credit facility (the “U.S. Revolving Credit Facility“) and a $40,000 U.S. Dollar equivalent Australian sub-facility (the “Australian Revolving Sub-Facility”), each with a five year maturity.

Contractual Obligations

The following table summarizes the Company’s contractual obligations as of September 30, 2018:


	Total		Year 1		Year 2		Year 3		Year 4		Year 5		More than 5 years
Long-term debt	$	1,552,407	$	18,985	$	15,473	$	19,205	$	25,733	$	401,761	$	1,071,250
Capital leases		40,332		4,788		4,128		3,743		2,879		2,930		21,864
Interest on long-term debt (1)		425,110		77,276		75,045		73,790		72,471		52,639		73,889
Rent due under operating leases		95,973		22,811		19,137		16,623		14,421		8,155		14,826
Unconditional purchase obligations		24,674		24,083		496		88		7		—		—
Pension obligations		382		9		15		22		29		37		270
Unrecognized tax benefits (2)		—		—		—		—		—		—		—
Contingent liability acquired		1,348		—		—		1,348		—		—		—
Deferred purchase price		23,260		9,333		1,161		4,874		1,161		6,731		—

Total contractual obligations	$	2,163,486	$	157,285	$	115,455	$	119,693	$	116,701	$	472,253	$	1,182,099

(1)	Interest on floating rate debt was estimated using projected forward London Interbank Offered Rate (LIBOR) and Bank Bill Swap Bid Rates (BBSY) as of September 30, 2018.

(2)	The table excludes $5,670 of liabilities related to unrecognized tax benefits as the timing and extent of such payments are not determinable.

Critical Accounting Policies and Estimates

The preparation of condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. We continually evaluate our estimates, including, but not limited to, those related to revenue recognition, bad debts, inventories and any related reserves, income taxes, fixed assets, goodwill and intangible assets. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the facts and circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Our critical accounting policies and estimates are discussed in the “Critical Accounting Policies and Estimates” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our 2018 10-K. In addition, our significant accounting policies are discussed in Note 2 of the Notes to Consolidated Financial Statements included in our 2018 10-K.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

The Company has no material changes to the market risk disclosures made in the Company’s Annual Report on Form 10-K for the year ended March 31, 2018.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the Company’s 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, 2018. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2018.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A.

Risk Factors

The Company had no material changes to the Risk Factors disclosed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2018.

Item 6.

Exhibits



10.1		Amended and Restated 2012 Stock Incentive Plan effective August 8, 2018

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

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

32.1		Certification by the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification by the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

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

SIGNATURES

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


	Multi-Color Corporation
	(Registrant)

Date: November 9, 2018	By:	/s/ Sharon E. Birkett
		Sharon E. Birkett
		Vice President, Chief Financial Officer,
		Secretary

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MULTI COLOR Corp Reports