UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

 

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

For the quarterly period ended December 31, 2015

OR

 

¨ 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

Incorporation or Organization)

 

(IRS Employer

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   x     No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x     No   ¨

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

 

Large accelerated Filer    ¨     Accelerated Filer   x
Non-accelerated Filer    ¨     Smaller reporting company   ¨

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

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 – 16,802,189 (as of January 31, 2016)

 

 

 


MULTI-COLOR CORPORATION

FORM 10-Q

CONTENTS

 

PART I.    FINANCIAL INFORMATION    Page
Item 1.    Condensed Consolidated Financial Statements (unaudited)   
   Condensed Consolidated Statements of Income for the Three and Nine Months Ended December 31, 2015 and 2014    4
   Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended December 31, 2015 and 2014    5
   Condensed Consolidated Balance Sheets at December 31, 2015 and March 31, 2015    6
   Condensed Consolidated Statement of Stockholders’ Equity for the Nine Months Ended December 31, 2015    7
   Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2015 and 2014    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    33
Item 4.    Controls and Procedures    33
PART II.    OTHER INFORMATION   
Item 1A.    Risk Factors    34
Item 6.    Exhibits    34
Signatures    35

 

2


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 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 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; acceptance of new product offerings, services and technologies; new developments in packaging; ability to effectively manage our growth and execute our long-term strategy; ability to manage foreign operations and the risks involved with them, including compliance with applicable anti-corruption laws; currency exchange rate fluctuations; 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; the ability to consummate and successfully integrate acquisitions; 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; the risk that some of our goodwill may be or later become impaired; the success and financial condition of our significant customers; dependence on information technology; ability to market new products; our ability to maintain an effective system of internal control; our ability to detect and remediate our material weaknesses in our internal control over financial reporting; ongoing claims, lawsuits and governmental proceedings, including environmental proceedings; availability, terms and developments of capital and credit; dependence on key personnel; quality of management; 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, Part I, Item 1A of our Annual Report on Form 10-K for the year ended March 31, 2015 contains a list and description of uncertainties, risks and other matters that may affect the Company.

 

3


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     Nine Months Ended  
     December 31,
2015
     December 31,
2014
    December 31,
2015
     December 31,
2014
 

Net revenues

   $ 206,028       $ 189,127      $ 643,732       $ 605,307   

Cost of revenues

     166,418        148,973       510,156        476,218   
  

 

 

    

 

 

   

 

 

    

 

 

 

Gross profit

     39,610         40,154        133,576         129,089   

Selling, general and administrative expenses

     20,423         15,978        59,351         48,614   

Facility closure expenses

     1,790         1,915        2,515         7,274   

Goodwill impairment

     —           —          —           951   
  

 

 

    

 

 

   

 

 

    

 

 

 

Operating income

     17,397         22,261        71,710         72,250   

Interest expense

     6,102         8,147        19,110         19,828   

Other expense (income), net

     650        (213 )     115        (264
  

 

 

    

 

 

   

 

 

    

 

 

 

Income before income taxes

     10,645         14,327        52,485         52,686   

Income tax expense

     1,008         4,784        12,940         18,581   
  

 

 

    

 

 

   

 

 

    

 

 

 

Net income

     9,637        9,543       39,545        34,105   

Less: Net income attributable to noncontrolling interests

     9        —          93        —     
  

 

 

    

 

 

   

 

 

    

 

 

 

Net income attributable to Multi-Color Corporation

   $ 9,628      $ 9,543     $ 39,452      $ 34,105   
  

 

 

    

 

 

   

 

 

    

 

 

 

Weighted average shares and equivalents outstanding:

          

Basic

     16,772         16,564        16,728         16,571   

Diluted

     16,963        16,837       16,945        16,853   
  

 

 

    

 

 

   

 

 

    

 

 

 

Basic earnings per common share

   $ 0.57       $ 0.58      $ 2.36       $ 2.06   

Diluted earnings per common share

   $ 0.57       $ 0.57      $ 2.33       $ 2.02   

Dividends per common share

   $ 0.05      $ 0.05     $ 0.15      $ 0.15   
  

 

 

    

 

 

   

 

 

    

 

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

4


MULTI-COLOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)

(in thousands)

 

     Three Months Ended     Nine Months Ended  
     December 31,
2015
    December 31,
2014
    December 31,
2015
    December 31,
2014
 

Net income

   $ 9,637      $ 9,543      $ 39,545      $ 34,105   

Other comprehensive income (loss):

        

Unrealized foreign currency translation loss (1)

     (7,434     (15,792     (18,944     (34,752

Unrealized gain on interest rate swaps, net of tax (2)

     156        100        395        419   

Additional minimum pension liability, net of tax (3)

     —          (38     —          (38
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss)

     (7,278 )     (15,730 )     (18,549 )     (34,371
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

     2,359       (6,187 )     20,996       (266

Less: Comprehensive income (loss) attributable to noncontrolling interests

     21        —          (50     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss) attributable to Multi-Color Corporation

   $ 2,338     $ (6,187 )   $ 21,046     $ (266
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) The amount for the three months ended December 31, 2015 and 2014 includes a tax impact of $134 and $229, respectively, related to the settlement of foreign currency denominated intercompany loans. The amount for the nine months ended December 31, 2015 and 2014 includes a tax impact of $(10) and $248, respectively, related to the settlement of foreign currency denominated intercompany loans.

 

(2) Amount is net of tax of $(41) and $(97) for the three months ended December 31, 2015 and 2014, respectively, and $(196) and $(300) for the nine months ended December 31, 2015 and 2014, respectively.

 

(3) Amount is net of tax of $24 for the three and nine months ended December 31, 2014.

See accompanying Notes to Condensed Consolidated Financial Statements.

 

5


MULTI-COLOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except per share data)

 

     December 31, 2015     March 31, 2015  

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 27,982      $ 18,049   

Accounts receivable, net of allowance of $2,185 and $2,101 at December 31, 2015 and March 31, 2015, respectively

     116,668        111,092   

Other receivables

     7,453        5,396   

Inventories, net

     63,203        56,067   

Deferred income tax assets

     6,627        8,955   

Prepaid expenses

     19,582        6,490   

Other current assets

     2,798        1,923   
  

 

 

   

 

 

 

Total current assets

     244,313        207,972   

Assets held for sale

     748        2,963   

Property, plant and equipment, net of accumulated depreciation of $158,764 and $139,237 at December 31, 2015 and March 31, 2015, respectively

     214,169        190,078   

Goodwill

     401,216        368,221   

Intangible assets, net

     156,836        145,023   

Deferred financing fees and other non-current assets

     12,824        12,100   

Deferred income tax assets

     2,561        1,014   
  

 

 

   

 

 

 

Total assets

   $ 1,032,667      $ 927,371   
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Current portion of long-term debt

   $ 1,466      $ 2,947   

Accounts payable

     77,214        62,821   

Accrued expenses and other liabilities

     41,421        42,253   
  

 

 

   

 

 

 

Total current liabilities

     120,101        108,021   

Long-term debt

     513,808        455,583   

Deferred income tax liabilities

     66,687        59,677   

Other liabilities

     14,442        14,617   
  

 

 

   

 

 

 

Total liabilities

     715,038        637,898   

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, 17,095 and 16,906 shares issued at December 31, 2015 and March 31, 2015, respectively

     1,045        1,027   

Paid-in capital

     149,685        141,723   

Treasury stock, 293 and 267 shares at cost at December 31, 2015 and March 31, 2015, respectively

     (10,553 )       (8,768

Retained earnings

     251,403        214,463   

Accumulated other comprehensive loss

     (77,378 )       (58,972
  

 

 

   

 

 

 

Total stockholders’ equity attributable to Multi-Color Corporation

     314,202        289,473   

Noncontrolling interests

     3,427        —     
  

 

 

   

 

 

 

Total stockholders’ equity

     317,629        289,473   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 1,032,667      $ 927,371   
  

 

 

   

 

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

6


MULTI-COLOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(unaudited)

(in thousands)

 

     Common Stock      Paid-In
Capital
     Treasury
Stock
    Retained
Earnings
    Accumulated
Other
Comprehensive
Loss
    Noncontrolling
Interests
    Total  
     Shares
Issued
     Amount                

March 31, 2015

     16,906       $ 1,027       $ 141,723       $ (8,768   $ 214,463      $ (58,972     $ 289,473   

Net income

                39,452          93        39,545   

Other comprehensive income (loss)

                  (18,406     (143     (18,549

Acquisitions

                    3,477        3,477   

Issuance of common stock

     174         18         3,721                 3,739   

Excess tax benefit from stock based compensation

           1,966                 1,966   

Restricted stock grant

     15                       —     

Share-based compensation

           2,275                 2,275   

Shares acquired under employee plans

              (1,785           (1,785

Common stock dividends

                (2,512         (2,512
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2015

     17,095       $ 1,045       $ 149,685       $ (10,553   $ 251,403      $ (77,378   $ 3,427      $ 317,629   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

7


MULTI-COLOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

 

     Nine Months Ended  
     December 31, 2015     December 31, 2014  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income

   $ 39,545      $ 34,105   

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

    

Depreciation

     23,644        22,347   

Amortization of intangible assets

     9,633        8,653   

Amortization of deferred financing costs

     1,269        1,774   

Loss on write-off of deferred financing fees

     —          2,056   

Impairment loss on fixed assets

     59        621   

Facility closure expenses related to impairment loss on fixed assets

     1,373        5,208   

Goodwill impairment

     —          951   

Gain on sale of Watertown facility

     (476 )       —     

Net loss on disposal of property, plant and equipment

     75        152   

Net (gain) loss on interest rate swaps

     (312 )       108   

Stock based compensation expense

     2,275        1,535   

Excess tax benefit from stock based compensation

     (1,966 )       (2,076

Deferred income taxes, net

     (60 )       2,876   

Changes in assets and liabilities, net of acquisitions:

    

Accounts receivable

     9,222        2,738   

Inventories

     (523 )       (6,000

Prepaid expenses and other assets

     (15,148 )       (387

Accounts payable

     7,636        (5,796

Accrued expenses and other liabilities

     (5,592 )       907   
  

 

 

   

 

 

 

Net cash provided by operating activities

     70,654        69,772   
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Capital expenditures

     (28,171 )       (22,673

Investment in acquisitions, net of cash acquired

     (83,896 )       (1,389

Proceeds from sale of Watertown facility

     2,099        —     

Proceeds from sale of property, plant and equipment

     413        412   
  

 

 

   

 

 

 

Net cash used in investing activities

     (109,555 )       (23,650
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Borrowings under revolving lines of credit

     291,810        237,919   

Payments under revolving lines of credit

     (235,591 )       (147,725

Borrowings of long-term debt

     674        251,896   

Repayment of long-term debt

     (7,385 )       (366,272

Payment of acquisition related contingent consideration and deferred payments

     (1,141 )       (10,916

Proceeds from issuance of common stock

     2,363        1,680   

Excess tax benefit from stock based compensation

     1,966        2,076   

Debt issuance costs

     (18 )       (7,472

Dividends paid

     (2,512 )       (2,473
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     50,166        (41,287
  

 

 

   

 

 

 

Effect of foreign exchange rate changes on cash

     (1,332 )       (798
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     9,933        4,037   

Cash and cash equivalents, beginning of period

     18,049        10,020   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 27,982      $ 14,057   
  

 

 

   

 

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

See Note 15 for supplemental cash flow disclosures.

 

8


MULTI-COLOR CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

(in thousands, except 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 & spirit, food & beverage, healthcare and specialty consumer products. MCC serves international brand owners in North, Central and South America, Europe, Australia, New Zealand, South Africa, China and Southeast Asia with a comprehensive range of the latest label technologies in Pressure Sensitive, Glue-Applied (Cut and Stack), In-Mold, Shrink Sleeve and Heat Transfer.

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, 2015 (the “2015 10-K”). These condensed consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in the 2015 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 November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2015-17, “Balance Sheet Classification of Deferred Taxes,” which eliminates the current requirement to separate deferred income tax liabilities and assets into current and noncurrent amounts in the statement of financial position. This update requires that deferred tax liabilities and assets be classified as noncurrent. This update is effective for financial statements issued for fiscal years beginning after December 15, 2016, including interim periods within those years, which for the Company is the fiscal year beginning April 1, 2017. This update may be applied either prospectively or retrospectively. This update will impact the presentation, but not the measurement, of deferred tax liabilities and assets and is not expected to be material to the Condensed Consolidated Balance Sheet.

In September 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments,” which eliminates the current requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. This update is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years, which for the Company is the fiscal year beginning April 1, 2016. This update should be applied prospectively to adjustments to provisional amounts that occur after the effective date. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory,” which simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. This update does not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. Prior to the issuance of this ASU, inventory was measured at the lower of cost or market (where market was defined as replacement cost, with a ceiling of net realizable value and a floor of net realizable value less normal profit margin). For inventory within the scope of the new guidance, entities will be required to compare the cost of inventory to only its net realizable value, and not to the three measures required by current guidance. This update is effective prospectively for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, which for the Company is the fiscal year beginning April 1, 2017. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements.

In May 2015, the FASB issued ASU 2015-07, “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).” This update removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value (NAV) per share as a practical expedient. This update is effective retrospectively for fiscal years

 

9


beginning after December 15, 2015 and interim periods within those fiscal years, which for the Company is the year beginning April 1, 2016. The Company’s pension plan assets are measured at NAV. The adoption of this update will affect the Company’s disclosures related to the pension plan assets but will not have an effect on the Company’s Condensed Consolidated Statements of Income or Condensed Consolidated Balance Sheets.

In April 2015, the FASB issued ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” which provides criteria for determining whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This update is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, which for the Company is the fiscal year beginning April 1, 2016. This update can be applied retrospectively or prospectively to all arrangements entered into or materially modified after the effective date. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s condensed consolidated financial statements, but it is not expected to have a material impact on the Company’s condensed consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Under current accounting guidance, debt issuance costs are recognized as a deferred charge (an asset). The recognition and measurement of debt issuance costs are not affected by this update, only the presentation in the Condensed Consolidated Balance Sheet. This update is effective retrospectively for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, which for the Company is the fiscal year beginning April 1, 2016.

In July 2015, the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.” This update adds SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015 Emerging Issues Task Force (EITF) meeting. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. As of December 31 and March 31, 2015, debt issuance costs, net of accumulated amortization, of approximately $8,400 and $9,600, respectively, were recognized in the condensed consolidated balance sheets, of which approximately $3,800 and $4,400, respectively, relate to our line-of-credit arrangements. The Company is currently in the process of evaluating the impact of the adoption of ASU 2015-03 and 2015-15 on the Company’s condensed consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which provides revised guidance for revenue recognition. The standard’s core principle is that an entity should recognize revenue for the 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 or services. This guidance provides five steps that should be applied to achieve that core principle. In July 2015, the FASB deferred the effective date of this standard by one year to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, which for the Company is the fiscal year beginning April 1, 2018. This update can be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s condensed consolidated financial statements.

No other new accounting pronouncement issued or effective during the nine months ended December 31, 2015 had or is expected to have a material impact on the condensed consolidated financial statements.

Supply Chain Financing

During fiscal 2015, the Company entered into supply chain financing agreements with two of our customers. The receivables for both the agreements are sold without recourse to the customers’ banks and are accounted for as sales of accounts receivable. Gains and losses on the sale of these receivables are included in selling, general, and administrative expenses in the condensed consolidated statements of income, and losses of $89 and $254 were recorded for the three and nine months ended December 31, 2015, respectively.

 

2. 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.

 

10


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

 

     Three Months Ended     Nine Months Ended  
     December 31,
2015
     December 31,
2014
    December 31,
2015
    December 31,
2014
 
     Shares      Per Share
Amount
     Shares      Per Share
Amount
    Shares      Per Share
Amount
    Shares      Per Share
Amount
 

Basic EPS

     16,772       $ 0.57         16,564       $ 0.58        16,728       $ 2.36        16,571       $ 2.06   

Effect of dilutive securities

     191         —           273         (0.01     217         (0.03 )       282         (0.04
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Diluted EPS

     16,963       $ 0.57         16,837       $ 0.57        16,945       $ 2.33        16,853       $ 2.02   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

The Company excluded 157 and 1 options to purchase shares in the three months ended December 31, 2015 and 2014, respectively, from the computation of diluted EPS because these shares would have an anti-dilutive effect. The Company excluded 108 and 94 options to purchase shares in the nine months ended December 31, 2015 and 2014, respectively, from the computation of diluted EPS because these shares would have an anti-dilutive effect.

 

3. Inventories

The Company’s inventories consisted of the following:

 

     December 31, 2015      March 31, 2015  

Finished goods

   $ 38,383       $ 31,797   

Work-in-process

     6,277         8,238   

Raw materials

     25,549         21,910   
  

 

 

    

 

 

 

Total inventories, gross

     70,209         61,945   

Inventory reserves

     (7,006      (5,878
  

 

 

    

 

 

 

Total inventories, net

   $ 63,203       $ 56,067   
  

 

 

    

 

 

 

 

4. Debt

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

 

     December 31, 2015      March 31, 2015  

6.125% Senior Notes, due December 1, 2022

   $ 250,000       $ 250,000   

U.S. Revolving Credit Facility, maturing November 21, 2019

     231,000         182,300   

Australian Revolving Sub-Facility, maturing November 21, 2019

     28,492         20,691   

Capital leases

     3,846         3,315   

Other subsidiary debt

     1,936         2,224   
  

 

 

    

 

 

 

Total debt

     515,274         458,530   

Less current portion of debt

     (1,466      (2,947
  

 

 

    

 

 

 

Total long-term debt

   $ 513,808       $ 455,583   
  

 

 

    

 

 

 

 

11


The following is a schedule of future annual principal payments as of December 31, 2015:

 

     Debt      Capital Leases      Total  

January 2016 - December 2016

   $ 605       $ 861       $ 1,466   

January 2017 - December 2017

     1,198         1,051         2,249   

January 2018 - December 2018

     115         789         904   

January 2019 - December 2019

     259,510         793         260,303   

January 2020 - December 2020

     —           352         352   

Thereafter

     250,000         —           250,000   
  

 

 

    

 

 

    

 

 

 

Total

   $ 511,428       $ 3,846       $ 515,274   
  

 

 

    

 

 

    

 

 

 

On November 21, 2014, the Company issued $250,000 aggregate principal amount of 6.125% Senior Notes due 2022 (the “Notes”). The Notes are unsecured senior obligations of the Company. Interest is payable 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 Notes are guaranteed by certain of the Company’s existing direct and indirect wholly-owned domestic subsidiaries that are guarantors under the Credit Agreement (defined below). In connection with the issuance of the Notes, the Company incurred debt issuance costs of $5,413 during fiscal 2015, which are being deferred and amortized over the eight year term of the Notes.

Concurrent with the issuance and sale of the Notes, the Company amended and restated its credit agreement. The Amended and Restated Credit Agreement (the “Credit Agreement”) provides for revolving loans of up to $500,000 for a five year term expiring on November 21, 2019. The aggregate commitment amount is comprised of the following: (i) a $460,000 revolving credit facility (the “U.S. Revolving Credit Facility”) and (ii) an Australian dollar equivalent of a $40,000 revolving credit facility (the “Australian Revolving Sub-Facility”).

Upon issuance of the Notes, the Company was required to repay in full the Term Loan Facility under the terms of its prior credit agreement. On November 21, 2014, the Company repaid the outstanding balance of $341,625 on the Term Loan Facility using the net proceeds from the Notes and borrowings on the U.S. Revolving Credit Facility. The repayment of the Term Loan Facility was treated primarily as an extinguishment of debt. As a result, $2,001 in unamortized deferred financing fees were recorded to interest expense during fiscal 2015 as a loss on the extinguishment of debt. The remaining unamortized fees of $2,275 and new debt issuance costs of $2,526, which were incurred during fiscal 2015 in conjunction with the Credit Agreement, were deferred and are being amortized over the five year term of the Credit Agreement.

The Credit Agreement may 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 senior secured leverage ratio at the time of the borrowing. The weighted average interest rate on borrowings under the U.S. Revolving Credit Facility was 2.32% and 2.02% at December 31, 2015 and March 31, 2015, respectively, and on borrowings under the Australian Revolving Sub-Facility was 3.86% and 4.01% at December 31, 2015 and March 31, 2015, respectively.

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) a maximum consolidated senior secured leverage ratio of no more than 3.50 to 1.00; (ii) a maximum consolidated leverage ratio of no more than 4.50 to 1.00; and (iii) a minimum consolidated interest coverage ratio of not less than 4.00 to 1.00. The Credit Agreement contains customary mandatory and optional prepayment provisions and customary events of default. The U.S. Revolving Credit Facility and the Australian Revolving Sub-Facility are secured by the capital stock of subsidiaries, substantially all of the assets of each of our domestic subsidiaries, but excluding existing and non-material real property, and intercompany debt. The Australian Revolving Sub-Facility is also secured by substantially all of the assets of the Australian borrower and its direct and indirect subsidiaries.

The Credit Agreement and the indenture governing the Notes (the “Indenture”) limit the Company’s ability to incur additional indebtedness. Additional covenants contained in the Credit Agreement and the Indenture, 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, engage in mergers, change the business conducted by the Company and its subsidiaries, and engage in certain transactions with affiliates. Under the Credit Agreement and the Indenture, 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 Indenture. As of December 31, 2015, the Company was in compliance with the covenants in the Credit Agreement and the Indenture.

The Company recorded $423 and $532 in interest expense for the three months ended December 31, 2015 and 2014, respectively, in the condensed consolidated statements of income to amortize deferred financing costs. The Company recorded $1,269 and $1,774 in interest expense for the nine months ended December 31, 2015 and 2014, respectively, in the condensed consolidated statements of income to amortize deferred financing costs.

 

12


Available borrowings under the Credit Agreement at December 31, 2015 consisted of $228,237 under the U.S. Revolving Credit Facility and $11,508 under the Australian Revolving Sub-Facility. The Company also has various other uncommitted lines of credit available at December 31, 2015 in the amount of $9,317.

Capital Leases

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

 

     December 31, 2015      March 31, 2015  

Total minimum lease payments

   $ 4,314       $ 3,545   

Less amount representing interest

     (468 )        (230
  

 

 

    

 

 

 

Present value of net minimum lease payments

     3,846         3,315   

Current portion

     (861 )        (1,355
  

 

 

    

 

 

 

Capitalized lease obligations, less current portion

   $ 2,985       $ 1,960   
  

 

 

    

 

 

 

The capitalized leases carry interest rates from 3.41% to 7.31% and mature from fiscal 2016 to fiscal 2021.

 

5. Major Customers

During the three months ended December 31, 2015 and 2014, sales to major customers (those exceeding 10% of the Company’s net revenues in one or more of the periods presented) approximated 17% and 19%, respectively, of the Company’s consolidated net revenues. All of these sales were made to The Procter & Gamble Company.

During the nine months ended December 31, 2015 and 2014, sales to major customers (those exceeding 10% of the Company’s net revenues in one or more of the periods presented) approximated 16% and 18%, 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 4% and 5% of the Company’s total accounts receivable balance at December 31, 2015 and March 31, 2015, respectively. 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.

 

6. 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 December 31, 2015, the Company is no longer subject to U.S. federal examinations by tax authorities for years before fiscal 2013. The Company is no longer subject to state and local examinations by tax authorities for years before fiscal 2010. In foreign jurisdictions, the Company is no longer subject to examinations by tax authorities for years before fiscal 1999.

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 December 31, 2015 and March 31, 2015, the Company had liabilities of $5,142 and $4,045, respectively, recorded for unrecognized tax benefits for U.S. federal, state and foreign tax jurisdictions. During the three months ended December 31, 2015 and 2014, the Company recognized $(409) and $129, respectively, of interest and penalties in income tax expense in the condensed consolidated statements of income. During the nine months ended December 31, 2015 and 2014, the Company recognized $(126) and $404, 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 December 31, 2015 and March 31, 2015 was $1,615 and $1,594, 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 nine months ended December 31, 2015, the Company released $1,582 of reserves, including interest and penalties, related to uncertain tax positions that have been settled or for which the statute of limitations has lapsed. The Company believes that it is reasonably possible that $1,235 of unrecognized tax benefits as of December 31, 2015 could be released within the next 12 months due to lapse of statutes 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 $5,142.

 

13


7. Financial Instruments

Interest Rate Swaps

The Company uses interest rate swap agreements (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.

As of December 31, 2015, the Company has three forward starting non-amortizing Swaps with a total notional amount of $125,000 to convert variable rate debt to fixed rate debt. The Swaps became effective October 2012 and expire in August 2016. The Swaps result in interest payments based on an average fixed rate of 1.396% plus the applicable margin per the requirements in the Credit Agreement, which was 1.75% as of December 31, 2015.

Upon inception, the Swaps were designated as a cash flow hedge, with the effective portion of gains and losses, net of tax, measured on an ongoing basis, recorded in accumulated other comprehensive income (loss). If the hedge or a portion thereof were determined to be ineffective, any gains and losses would be recorded in interest expense in the condensed consolidated statements of income.

In conjunction with entering into the Credit Agreement on November 21, 2014 (see Note 4), the Company de-designated the Swaps as a cash flow hedge. The cumulative loss on the Swaps recorded in accumulated other comprehensive income (AOCI) at the time of de-designation is being reclassified into interest expense in the same periods during which the originally hedged transactions affect earnings, as these transactions are still probable of occurring. Subsequent to November 21, 2014, changes in the fair value of the de-designated Swaps are immediately recognized in interest expense.

The gains (losses) on the interest rate swaps recognized were as follows:

 

     Three Months Ended     Nine Months Ended  
     December 31,
2015
     December 31,
2014
    December 31,
2015
     December 31,
2014
 

Interest rate swaps designated as hedging instruments:

            

Gain (loss) recognized in OCI (effective portion)

   $ —         $ —        $ —         $ 522   

Interest rate swaps not designated as hedging instruments:

            

Loss reclassified from AOCI into earnings

   $ (197 )      $ (197   $ (591 )      $ (197

Gain recognized in earnings

     517         89        903         89   

During the next 12 months, $526 of losses included in the December 31, 2015 AOCI balance are expected to be reclassified into interest expense. See Note 10 for additional information on the fair value of the Swaps.

Foreign Currency Forward Contracts

Foreign currency exchange risk arises from our international operations in Australia, Europe, South America, Mexico, Canada, China, Southeast Asia and South Africa 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. 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 settle in the following quarter. As of December 31, 2015, the Company had two open contracts related to intercompany loan payments. The contracts are not designated as hedging instruments; therefore, changes in the fair value of the contracts are immediately recognized in other income and expense in the condensed consolidated statements of income. See Note 10 for additional information on the fair value of these contracts.

Two contracts to fix the purchase price in U.S. dollars of a Euro denominated firm commitment for the purchase of a press and other equipment settled during the nine months ended December 31, 2015. The contracts were designated as a fair value hedge and changes in the fair value of the contract were recorded in other income and expense in the condensed consolidated statements of income in the same period during which the related hedged item affected the condensed consolidated statements of income.

The amount of gain (loss) on the foreign currency forward contracts recognized in the condensed consolidated statements of income was as follows:

 

14


     Three Months Ended      Nine Months Ended  
     December 31,
2015
    December 31,
2014
     December 31,
2015
    December 31,
2014
 

Foreign currency forward contracts designated as hedging instruments:

           

Gain (loss) on foreign currency forward contracts

   $         $ (130    $ —        $ (130

Gain (loss) on related hedged items

     —          130         —          130   

Foreign currency forward contracts not designated as hedging instruments:

           

Gain (loss) on foreign currency forward contracts

   $ 5      $ —         $ 493      $ —     

Gain (loss) on related hedged items

     (6 )       —           (494 )       —     

 

8. Accrued Expenses and Other Liabilities

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

 

     December 31, 2015      March 31, 2015  

Accrued payroll and benefits

   $ 16,993       $ 20,953   

Accrued income taxes

     1,865         1,756   

Professional fees

     1,564         553   

Accrued taxes other than income taxes

     1,563         1,589   

Deferred lease incentive

     438         498   

Accrued interest

     1,447         5,554   

Accrued severance

     254         43   

Customer rebates

     2,390         2,352   

Deferred press payments

     857         3,190   

Exit and disposal costs related to facility closures (1)

     629         751   

Deferred payments (2)

     1,873         1,071   

Deferred revenue

     6,869         799   

Other

     4,679         3,144   
  

 

 

    

 

 

 

Total accrued expenses and other liabilities

   $ 41,421       $ 42,253   
  

 

 

    

 

 

 

 

(1) The balance at December 31, 2015 consisted of liabilities related to severance and other termination benefits and other associated costs for the Company’s facilities in Greensboro, North Carolina, Dublin, Ireland, Norway, Michigan and Watertown, Wisconsin. The balance at March 31, 2015 consisted of a liability related to severance and other termination benefits and other associated costs for the Company’s facilities in Norway, Michigan and Watertown, Wisconsin. See Note 13.

 

(2) The balance at December 31, 2015 includes $1,691 related to the acquisition of Flexo Print on August 1, 2013, which is deferred for three years after the closing date and $182 related to the acquisition of Mr. Labels on May 1, 2015, which is deferred for one year after the closing date. The balance at March 31, 2015 includes $212 related to the acquisition of Multiprint Labels Limited on July 1, 2014, which was deferred for one year after the closing date and $859 related to the acquisition of Monroe Etiquette on October 1, 2010, which was deferred for five years after the closing date.

 

9. Acquisitions

Super Enterprise Holdings Berhad (Super Label) Summary

On August 11, 2015, the Company acquired 90% of the shares of Super Label based in Kuala Lumpur, Malaysia, which was publicly listed on the Malaysian stock exchange. As of September 30, 2015, the Company owned 94.57% of Super Label. During the three months ended December 31, 2015, the Company delisted Super Label and compulsorily acquired the remaining shares. Super Label has operations in Malaysia, Indonesia, the Philippines, Thailand and China and produces home & personal care, food & beverage and specialty consumer products labels. This acquisition expands our presence in China and gives us access to new label markets in Southeast Asia.

The acquisition includes an 80% controlling interest in the label operations in Indonesia and a 60% controlling interest in certain legal entities in Malaysia and China. The results of Super Label’s operations were included in the Company’s condensed consolidated financial statements beginning on August 11, 2015.

 

15


The purchase price for Super Label consisted of the following:

 

Cash from proceeds of borrowings

   $ 39,782   

Net cash acquired

     (6,045
  

 

 

 

Total purchase price

   $ 33,737   
  

 

 

 

The cash portion of the purchase price was funded through borrowings under our Credit Agreement (see Note 4). Net cash acquired includes $8,167 of cash acquired less $2,122 of bank debt assumed. The Company spent $1,426 in acquisition expenses related to the Super Label acquisition. These expenses were recorded in selling, general and administrative expenses in the condensed consolidated statements of income, $105 in the third quarter of fiscal 2016, $390 in the second quarter of fiscal 2016 and $931 in the first quarter of fiscal 2016.

Barat Group (Barat) Summary

On May 4, 2015, the Company acquired 100% of Barat based in Bordeaux, France. Barat operates four manufacturing facilities in Bordeaux and Burgundy, France, and the acquisition gives the Company access to the label market in the Bordeaux wine region and expands our presence in Burgundy. The acquisition includes a 30% minority interest in Gironde Imprimerie Publicité, which is being accounted for under the cost method based upon Multi-Color’s inability to exercise significant influence over the business. The results of Barat’s operations were included in the Company’s condensed consolidated financial statements beginning on May 4, 2015.

The purchase price for Barat consisted of the following:

 

Cash from proceeds of borrowings

   $ 47,813   

Deferred payment

     2,160   
  

 

 

 

Purchase price, before cash acquired

     49,973   

Net cash acquired

     (746
  

 

 

 

Total purchase price

   $ 49,227   
  

 

 

 

The cash portion of the purchase price was funded through borrowings under our Credit Agreement (see Note 4). The purchase price included $2,160 due to the seller, which was paid during the three months ended September 30, 2015. Net cash acquired includes $4,444 of cash acquired less $3,698 of bank debt assumed related to capital leases. The Company spent $1,488 in acquisition expenses related to the Barat acquisition. These expenses were recorded in selling, general and administrative expenses in the condensed consolidated statements of income: $65 in the second quarter of fiscal 2016, $751 in the first quarter of fiscal 2016, $467 in the fourth quarter of fiscal 2015 and $205 in the third quarter of fiscal 2015.

In conjunction with the acquisition of Barat, the Company recorded an indemnification asset of $1,115, which represents the seller’s obligation under the purchase agreement to indemnify Multi-Color for the outcome of potential contingent liabilities relating to uncertain tax positions.

Purchase Price Allocation and Other Items

The determination of the final purchase price allocation to specific assets acquired and liabilities assumed is incomplete for Super Label and Barat. 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, debt and noncontrolling interests) and the valuation of the related tax assets and liabilities are completed.

Based on fair value estimates, the purchase prices for Super Label and Barat have been allocated to individual assets acquired and liabilities assumed as follows:

 

 

16


     Super Label      Barat  

Assets Acquired:

     

Net cash acquired

   $ 6,045       $ 746   

Accounts receivable

     8,564         8,489   

Inventories

     4,620         2,863   

Property, plant and equipment

     17,401         6,779   

Intangible assets

     —           19,957   

Goodwill

     14,095         25,522   

Other assets

     1,072         3,098   
  

 

 

    

 

 

 

Total assets acquired

     51,797         67,454   
  

 

 

    

 

 

 

Liabilities Assumed :

     

Accounts payable

     5,071         3,182   

Accrued income taxes payable

     1,032         —     

Accrued expenses and other liabilities

     1,753         7,401   

Deferred tax liabilities

     682         6,898   
  

 

 

    

 

 

 

Total liabilities assumed

     8,538         17,481   
  

 

 

    

 

 

 

Net assets acquired

     43,259         49,973   
  

 

 

    

 

 

 

Noncontrolling interests

     (3,477      —     
  

 

 

    

 

 

 

Net assets acquired attributable to Multi-Color Corporation

   $ 39,782       $ 49,973   
  

 

 

    

 

 

 

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

 

     Barat  
     Fair
Value
     Useful
Lives
 

Customer relationships

   $ 18,954         20 years   

Non-compete agreements

     780         2 years   

Trademarks

     223         1 year   
  

 

 

    

Total identifiable intangible assets

   $ 19,957      
  

 

 

    

Identifiable intangible assets are amortized over their useful lives based on a number of assumptions including the estimated period of economic benefit and utilization. The weighted-average amortization period for identifiable intangible assets acquired in the Barat acquisition is 19 years.

The goodwill for Super Label is attributable to access to the label market in Malaysia, Indonesia, the Philippines and Thailand and the acquired workforce. The goodwill for Barat is attributable to access to the label market in the Bordeaux wine region and the acquired workforce. Goodwill arising from the Super Label and Barat acquisitions is not deductible for income tax purposes.

Below is a roll forward of the goodwill acquired from the acquisition date to December 31, 2015:

 

     Super Label      Barat  

Balance at acquisition date

   $ 14,095       $ 25,522   

Foreign exchange impact

     (973      (659
  

 

 

    

 

 

 

Balance at December 31, 2015

   $ 13,122       $ 24,863   
  

 

 

    

 

 

 

The accounts receivable acquired as part of the Super Label acquisition had a fair value of $8,564 at the acquisition date. The gross contractual value of the receivables prior to any adjustments was $8,809 and the estimated contractual cash flows that are not expected to be collected are $245. The accounts receivable acquired as part of the Barat acquisition had a fair value of $8,489 at the acquisition date. The gross contractual value of the receivables prior to any adjustments was $8,679 and the estimated contractual cash flows that are not expected to be collected are $190.

The net revenues and net income of Super Label included in the condensed consolidated statement of income for the three months ended December 31, 2015 were $9,305 and $311, respectively. The net revenues and net income of Super Label included in the condensed

 

17


consolidated statement of income from the acquisition date through December 31, 2015 were $14,464 and $1,101, respectively. The net revenues and net loss of Barat included in the condensed consolidated statement of income during the three months ended December 31, 2015 were $7,153 and $95, respectively. The net revenues and net income of Barat included in the condensed consolidated statement of income from the acquisition date through December 31, 2015 were $20,768 and $180, respectively.

Pro Forma Information

The following table provides the unaudited pro forma results of operations for the three and nine months ended December 31, 2015 and 2014 as if Super Label and Barat had been acquired as of the beginning of fiscal year 2015. 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 acquisitions had occurred on the dates indicated or that may result in the future.

 

     Three Months Ended     Nine Months Ended  
     December 31, 2015     December 31, 2014     December 31, 2015      December 31, 2014  

Net revenues

   $ 206,028      $ 207,447      $ 660,710       $ 664,343   

Net income attributable to Multi-Color

   $ 9,733      $ 8,285      $ 41,985       $ 33,683   

Diluted earnings per share

   $ 0.57      $ 0.49      $ 2.48       $ 2.00   

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

 

    Three Months Ended     Nine Months Ended  
    December 31, 2015     December 31, 2014     December 31, 2015     December 31, 2014  
    Net revenues     Net income     Net revenues     Net income     Net revenues     Net income     Net revenues     Net income  

Multi-Color Corporation actual results

  $ 206,028      $ 9,628      $ 189,127      $ 9,543      $ 643,732      $ 39,452      $ 605,307      $ 34,105   

Acquired companies results

    —          —          18,320        (308     16,978        1,063        59,036        2,309   

Pro forma adjustments

    —          105        —          (950     —          1,470        —          (2,731
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma results

  $ 206,028      $ 9,733      $ 207,447      $ 8,285      $ 660,710      $ 41,985      $ 664,343      $ 33,683   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The following table identifies the pro forma adjustments:

 

     Three Months Ended     Nine Months Ended  
     December 31, 2015      December 31, 2014     December 31, 2015     December 31, 2014  

Acquired companies financing costs

   $ —         $ 508      $ 150      $ 1,605   

Acquisition transaction costs

     105         —          2,245        —     

Incremental depreciation and amortization

     —           (265     —          (836

Incremental interest costs

     —           (1,193     (925     (3,500
  

 

 

    

 

 

   

 

 

   

 

 

 

Pro forma adjustments

   $ 105       $ (950   $ 1,470      $ (2,731
  

 

 

    

 

 

   

 

 

   

 

 

 

Other Acquisition Activity

On October 1, 2015, the Company acquired 100% of Supa Stik Labels (Supa Stik) for $6,787 less net cash acquired of $977. Supa Stik is located in Perth, West Australia and services the local wine, food & beverage and healthcare label markets. The purchase price includes $622 that is deferred for two years after the closing date. Effective May 1, 2015, the Company acquired 100% of Mr. Labels in Brisbane, Queensland Australia for $2,110. The purchase price includes $196 that is deferred until the first anniversary of the closing date. Mr. Labels provides labels primarily to food and beverage customers. The results of operations of these acquired businesses 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 further disclosure in this report.

The determination of the final purchase price allocation to specific assets acquired and liabilities assumed is incomplete for Supa Stik. 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 and debt) and the valuation of the related tax assets and liabilities are completed.

Effective February 2, 2015, the Company acquired 100% of New Era Packaging (New Era) for $16,366 less net cash acquired of $1,741. New Era is based near Dublin, Ireland and specializes in labels for the healthcare, pharmaceutical and food industries. Effective January 5, 2015, the Company acquired 100% of Multi Labels Ltd. (Multi Labels) for $15,670 plus net debt assumed of $3,733. Multi Labels is based in Daventry, near London, England, and specializes in premium alcoholic beverage labels for spirits and imported wine. On July 1,

 

18


2014, the Company acquired 100% of Multiprint Labels Limited (Multiprint) based in Dublin, Ireland for $1,662 plus net debt assumed of $2,371. The purchase price included $273 that was deferred for one year after the closing date, which was paid during the three months ended September 30, 2015. Multiprint specializes in pressure sensitive labels for the wine & spirit and beverage markets in Ireland and the UK. The results of operations of these acquired businesses have been included in the condensed consolidated financial statements since the date of acquisition and have been determined to be individually and collectively immaterial for purposes of further disclosure in this report.

On February 1, 2014, the Company acquired the assets of the DI-NA-CAL label business, based near Cincinnati, Ohio, from Graphic Packaging International, Inc., for $80,667. DI-NA-CAL operates manufacturing facilities near Cincinnati, Ohio and Greensboro, North Carolina and provides decorative label solutions primarily in the heat transfer label markets for home & personal care and food & beverage through long-standing relationships with blue chip national and multi-national customers. Upon closing, $8,067 of the purchase price was deposited into an escrow account and was to be released to the seller on the 18 month anniversary of the closing date in accordance with the provisions of the escrow agreement. During the three months ended September 30, 2015, all but $598 of the escrow amount was released to the seller. The escrow amount is to fund certain potential obligations of the seller with respect to the transaction. The Company spent $452 in acquisition expenses related to the DI-NA-CAL acquisition. These expenses were recorded in selling, general and administrative expenses in the condensed consolidated statements of income, $1 in the fourth quarter of fiscal 2015, $44 in the second quarter of fiscal 2015, $102 in the first quarter of fiscal 2015 and $305 in the fourth quarter of fiscal 2014.

In conjunction with the acquisition of DI-NA-CAL, the Company recorded an indemnification asset of $427, which represented the seller’s obligation to indemnify Multi-Color relating to pre-acquisition customer quality claims. As discussed above, an escrow fund exists for indemnification obligations, subject to certain minimum thresholds and deductibles. The seller paid the Company for the indemnification asset during the fourth quarter of fiscal 2015.

On October 1, 2013, the Company acquired 100% of John Watson & Company Limited (Watson) based in Glasgow, Scotland, for $21,634 less net cash acquired of $143. Watson is a leading glue-applied spirit label producer in the U.K. The purchase price included a performance based earnout of $8,498, estimated as of the acquisition date. The amount of the earnout was based on a comparison between EBITDA for the acquired business for fiscal 2013 and fiscal 2014 less certain adjustments and any claims to fund certain potential indemnification obligations of the seller with respect to the transaction. An additional $1,063 related to the earnout due to the sellers was accrued in the fourth quarter of fiscal 2014 based on better than estimated fiscal 2014 performance by the acquired company compared to estimates made at the time of the acquisition, which was recorded in other expense in the consolidated statements of income. In June 2014, the amount of the earnout was finalized and an additional $343 was accrued, which was recorded in other expense in the consolidated statements of income. The earnout was paid in July 2014.

On August 1, 2013, the Company acquired 100% of Flexo Print S.A. De C.V. (Flexo Print) based in Guadalajara, Mexico for $31,847 plus net debt assumed of $2,324. Flexo Print is a leading producer of home & personal care, food & beverage, wine & spirit and pharmaceutical labels in Latin America. Upon closing, $3,058 of the purchase price was deposited into an escrow account, and an additional $1,956 of the purchase price was retained by MCC and is deferred until the third anniversary of the closing date, at which time it should be deposited into the escrow account. These combined escrow amounts are to be released to the seller on the fifth anniversary of the closing date in accordance with the purchase agreement. An additional $757 of the purchase price was retained by MCC at closing and is to be paid to the seller on the third anniversary of the closing date in accordance with the purchase agreement. The combined escrow and retention amounts are to fund certain potential indemnification obligations of the seller with respect to the transaction. The Company spent $359 in acquisition expenses related to the Flexo Print acquisition. These expenses were recorded in selling, general and administrative expenses in the condensed consolidated statements of income, $2 in the first quarter of fiscal 2015 and $357 in fiscal 2014.

In the fourth quarter of fiscal 2014, second quarter of fiscal 2015, third quarter of fiscal 2015 and first quarter of fiscal 2016, the Company adjusted the deferred payment by $(1,157), $69, $69 and $217, respectively, in settlement of an indemnification claim.

In conjunction with the acquisition of Flexo Print, the Company recorded an indemnification asset of $3,279, which represents the seller’s obligation under the purchase agreement to indemnify Multi-Color for the outcome of potential contingent liabilities relating to uncertain tax positions. As discussed above, a portion of the purchase price has been held back by Multi-Color and additional funds are being held in an escrow account in order to support the sellers’ indemnification obligations.

On April 2, 2012, the Company acquired 100% of Labelgraphics (Holdings) Ltd. (Labelgraphics), a wine & spirit label specialist located in Glasgow, Scotland, for $24,634 plus net debt assumed of $712. The purchase price included a future performance based earnout of $3,461, estimated as of the acquisition date. The amount of the earnout was based on a comparison between EBITDA for the acquired business for fiscal 2012 and the average for fiscal 2013 and fiscal 2014 less certain adjustments and any claims to fund certain potential indemnification obligations of the seller with respect to the transaction. The accrual related to the earnout due to sellers was decreased to $500 in the fourth quarter of fiscal 2014 based upon the actual results of the acquired company for fiscal 2013 and 2014 compared to the estimates made at the time of acquisition and was paid in July 2014.

 

10. Fair Value Measurements

The Company defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. To increase consistency and comparability in fair value measurements, the Company uses a three-level hierarchy that prioritizes the use of observable inputs. The three levels are:

 

19


Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.

Level 3 - Unobservable inputs.

The determination of where an asset or liability falls in the hierarchy requires significant judgment.

Derivative Financial Instruments

As of December 31, 2015, the Company has three non-amortizing interest rate Swaps with a total notional amount of $125,000 to convert variable interest rates on a portion of outstanding debt to fixed interest rates to minimize interest rate risk. Upon inception, the Swaps were designated as a cash flow hedge, and the Company adjusted the carrying value of these derivatives to their estimated fair value and recorded the adjustment in accumulated other comprehensive income (loss).

In conjunction with entering into the Credit Agreement on November 21, 2014 (see Note 4), the Company de-designated the Swaps as a cash flow hedge. Subsequent to November 21, 2014, changes in the fair value of the de-designated Swaps are immediately recognized in interest expense. See Note 7 for additional information on the Swaps.

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 settle in the following quarter. As of December 31, 2015, the Company had two open contracts related to intercompany loan payments. The contracts are not designated as hedging instruments; therefore, changes in the fair value of the contracts are immediately recognized in other income and expense in the condensed consolidated statements of income. See Note 7 for additional information on the fair value of these contracts.

Two contracts to fix the purchase price in U.S. dollars of a Euro denominated firm commitment for the purchase of a press and other equipment settled during the nine months ended December 31, 2015. The contracts were designated as a fair value hedge and changes in the fair value of the contract were recorded in other income and expense in the condensed consolidated statements of income in the same period during which the related hedged item affected the condensed consolidated statements of income.

At December 31, 2015, the Company carried the following financial assets and liabilities at fair value:

 

     Fair Value at     Fair Value Measurement Using       
     December 31, 2015     Level 1      Level 2     Level 3      Balance Sheet Location

Assets:

            

Derivatives not designated as hedging instruments:

            

Foreign currency forward contracts

   $ 20      $ —         $ 20      $  —         Prepaid expenses

Liabilities:

            

Derivatives not designated as hedging instruments:

            

Interest rate swaps

   $ (565   $ —         $ (565   $ —         Accrued expenses and other liabilities

At March 31, 2015, the Company carried the following financial liabilities at fair value:

 

     Fair Value at     Fair Value Measurement Using       
     March 31, 2015     Level 1      Level 2     Level 3      Balance Sheet Location

Derivatives designated as hedging instruments:

            

Foreign currency forward contract

   $ (470   $ —         $ (470   $  —         Accrued expenses and other liabilities

Derivatives not designated as hedging instruments:

            

Interest rate swaps

     (1,468     —           (1,468     —         Other long-term liabilities
  

 

 

   

 

 

    

 

 

   

 

 

    

Total liabilities

   $ (1,938   $ —         $ (1,938   $ —        
  

 

 

   

 

 

    

 

 

   

 

 

    

The Company values the Swaps using pricing models based on well recognized financial principles and available market data. The Company values foreign currency forward contracts by using spot rates at the date of valuation.

Other Fair Value Measurements

Fair value measurements of nonfinancial assets and nonfinancial liabilities are primarily used in goodwill, other intangible assets and long-lived assets impairment analyses, the valuation of acquired intangibles and other long-lived assets and in the valuation of assets held for sale. The Company tests goodwill for impairment annually, as of the last day of February of each fiscal year. Impairment is also tested

 

20


when events or changes in circumstances indicate that the assets’ carrying values may be greater than their fair values. During the three and nine months ended December 31, 2015, the Company did not adjust goodwill or intangible assets to their fair values as a result of any impairment analyses. As a result of the impairment test during the fourth quarter of fiscal 2014, the Company recorded an estimated non-cash goodwill impairment charge of $13,475 related to our Latin America Wine & Spirit (LA W&S) reporting unit. During the three months ended September 30, 2014, the Company finalized the fiscal 2014 impairment test and recorded an additional non-cash goodwill impairment charge of $951 for LA W&S. Goodwill and intangible assets are valued using Level 3 inputs.

As a result of the decision to close our manufacturing facility located in Greensboro, North Carolina, during the three and nine months ended December 31, 2015 non-cash fixed asset impairment charges of $44 and $786, respectively, were recorded, primarily to write off certain machinery and equipment that is not being transferred to other locations and will be abandoned.

As a result of the decision to close a manufacturing facility located in Dublin, Ireland, during the three months ended December 31, 2015 a non-cash fixed asset impairment charge of $54 was recorded to write off certain leasehold improvements that are not being transferred to other locations and will be abandoned.

As a result of the decision to close our manufacturing facilities located in Norway, Michigan and Watertown, Wisconsin, during the three months ended September 30, 2014 a non-cash fixed asset impairment charge of $5,208 was recorded, primarily to write off certain machinery and equipment that was not transferred to other locations and was abandoned. During the three months ended December 31, 2015, an additional impairment charge of $534 was recorded to adjust the carrying value of the land and building held for sale at the Norway facility to their estimated fair value, less costs to sell, which were determined based upon a quoted market price.

These asset impairment charges were recorded in facility closure expenses in the condensed consolidated statements of income. See Note 13 for further information on these facility closures.

During the three months ended September 30, 2014, the Company also determined that it was more likely than not that certain fixed assets at the manufacturing facilities located in Chile and Argentina will be sold or otherwise disposed of significantly before the end of their estimated useful lives. A non-cash impairment charge of $621 related to these assets was recorded in selling, general and administrative expenses in the condensed consolidated statements of income, primarily to write-down certain machinery and equipment to their estimated fair values. In addition, the carrying amounts of certain machinery and equipment that was abandoned were written off.

The carrying value of cash and equivalents, accounts receivable, accounts payable and debt approximate fair value. The fair value of long-term debt is based on observable inputs, including quoted market prices (Level 2). The fair value of the Notes was $246,563 as of December 31, 2015.

 

11. Accumulated Other Comprehensive Loss

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

 

     Foreign
currency
items
     Gains and losses
on cash flow
hedges
     Defined benefit
pension and
postretirement items
     Total  

Balance at March 31, 2015

   $ (57,880    $ (681    $ (411    $ (58,972

OCI before reclassifications

     (18,801      —           —           (18,801

Amounts reclassified from AOCI

     —           395         —           395   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net current period OCI

     (18,801      395         —           (18,406
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at December 31, 2015

   $ (76,681    $ (286    $ (411    $ (77,378
  

 

 

    

 

 

    

 

 

    

 

 

 

 

21


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

 

     Three Months Ended      Nine Months Ended  
     December 31, 2015      December 31, 2014      December 31, 2015      December 31, 2014  

Gains and losses on cash flow hedges:

             

Interest rate swaps (1)

   $ 197       $ 197       $ 591       $ 197   

Tax

     (41      (97      (196      (97
  

 

 

    

 

 

    

 

 

    

 

 

 

Net of tax

     156         100         395         100   
  

 

 

    

 

 

    

 

 

    

 

 

 

Defined benefit pension and postretirement items:

             

Curtailment loss (2)

     —           18         —           18   

Tax

     —           (7      —           (7
  

 

 

    

 

 

    

 

 

    

 

 

 

Net of tax

     —           11         —           11   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total reclassifications, net of tax

   $ 156       $ 111       $ 395       $ 111   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Reclassified from AOCI into interest expense in the condensed consolidated statements of income. See Note 7.

 

(2) Reclassified from AOCI into facility closure expenses in the condensed consolidated statements of income. This component is included in the computation of net periodic pension cost. See Note 13.

 

12. Goodwill and Intangible Assets

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

 

Balance at March 31, 2015:

  

Goodwill, gross

   $ 381,308   

Accumulated impairment losses

     (13,087
  

 

 

 

Goodwill, net

     368,221   

Acquisitions

     42,354   

Adjustments to prior year acquisitions

     158   

Currency translation

     (9,517
  

 

 

 

Balance at December 31, 2015:

  

Goodwill, gross

     412,749   

Accumulated impairment losses

     (11,533
  

 

 

 

Goodwill, net

   $ 401,216   
  

 

 

 

During the three months ended September 30, 2015, goodwill decreased by $13,015 related to measurement period adjustments for the Barat acquisition, which occurred during the first quarter of fiscal 2016. The decrease is primarily due to completion of the preliminary valuation of intangible assets of $19,957 offset by an increase of $6,507 due to completion of the preliminary valuation of the related deferred tax assets and liabilities. No material measurement period adjustments were made related to Barat during the three months ended December 31, 2015.

During the three months ended December 31, 2015, goodwill increased by $8,014 related to the Super Label acquisition. The increase is primarily due to a measurement period adjustment of $6,321 related to the fair value of the noncontrolling interests acquired and an increase of $2,160 related to the additional purchase price paid in conjunction with the compulsory acquisition of the remaining shares of Super Label during the period.

 

22


The Company’s intangible assets consisted of the following:

 

     December 31, 2015      March 31, 2015  
     Gross Carrying
Amount
     Accumulated
Amortization
    Net Carrying
Amount
     Gross Carrying
Amount
     Accumulated
Amortization
    Net Carrying
Amount
 

Customer relationships

   $ 198,662       $ (45,257   $ 153,405       $ 179,206       $ (37,675   $ 141,531   

Technologies

     1,265         (1,265     —           1,325         (1,325     —     

Trademarks

     1,071         (999     72         849         (849     —     

Licensing intangible

     1,995         (1,995     —           1,972         (1,873     99   

Non-compete agreements

     5,081         (1,787     3,294         4,197         (900     3,297   

Lease intangible

     130         (65     65         129         (33     96   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 208,204       $ (51,368 )     $ 156,836       $ 187,678       $ (42,655   $ 145,023   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

The amortization expense of intangible assets for the three months ended December 31, 2015 and 2014 was $3,231 and $2,830, respectively. The amortization expense of intangible assets for the nine months ended December 31, 2015 and 2014 was $9,633 and $8,653, respectively.

 

13. Facility Closures

Greensboro, North Carolina

On October 5, 2015, the Company announced plans to consolidate our manufacturing facility located in Greensboro, North Carolina into its other existing facilities. The transition has begun with final plant closure expected by the end of fiscal 2016.

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

 

     Total costs
expected to be
incurred
     Total costs incurred      Cumulative costs
incurred as of
December 31, 2015
 
        Three Months Ended
December 31, 2015
     Nine Months Ended
December 31, 2015
    

Severance and other termination benefits

   $ 700       $ 500       $ 500       $ 500   

Other associated costs

     400         149         149         149   

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

 

     Balance at
March 31, 2015
     Amounts
Expensed
     Amounts
Paid
     Balance at
December 31, 2015
 

Accrued severance and other termination benefits

   $ —           500         (57    $ 443   

Other associated costs

   $ —           149         (149    $ —     

Other associated costs primarily consist of costs to dismantle, transport and reassemble manufacturing equipment that is being moved from the Greensboro facility to other North American facilities.

As a result of the decision to close our Greensboro facility, as of September 30, 2015 the Company determined that it was more likely than not that certain fixed assets at the Greensboro facility would be sold or otherwise disposed of significantly before the end of their estimated useful lives. During the three and nine months ended December 31, 2015, non-cash impairment charges of $44 and $786, respectively, related to these assets were recorded in facility closure expenses in the condensed consolidated statements of income, primarily to write off certain machinery and equipment that is not being transferred to other locations and will be abandoned.

Dublin, Ireland

During the three months ended December 31, 2015, the Company began the process to consolidate our manufacturing facility located in Dublin, Ireland into our existing facility in Drogheda, Ireland. The consolidation is expected to be substantially complete by the end of fiscal 2016.

 

23


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

 

     Total costs
expected to be
incurred
     Total costs incurred      Cumulative costs
incurred as of
December 31, 2015
 
        Three Months Ended
December 31, 2015
     Nine Months Ended
December 31, 2015
    

Severance and other termination benefits

   $ 300       $ 208       $ 208       $ 208   

Contract termination costs

     150         —           —           —     

Other associated costs

     400         208         223         223   

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

 

     Balance at
March 31, 2015
     Amounts
Expensed
     Amounts
Paid
    Balance at
December 31, 2015
 

Accrued severance and other termination benefits

   $ —           208         (158   $ 50   

Other associated costs

   $ —           223         (141   $ 82   

Other associated costs primarily consist of costs to dismantle, transport and reassemble manufacturing equipment that is being moved from Dublin to Drogheda and costs to relocate employees.

As a result of the decision to close our Dublin facility, during the three months ended December 31, 2015 a non-cash fixed asset impairment charge of $54 was recorded to write off certain leasehold improvements that are not being transferred to other locations and will be abandoned.

The cumulative costs incurred in conjunction with the closure as of December 31, 2015 are $485, which were recorded in facility closure expenses in the condensed consolidated statements of income.

Norway, Michigan and Watertown, Wisconsin

On September 16, 2014, the Company decided to close our manufacturing facilities located in Norway, Michigan and Watertown, Wisconsin, subject to satisfactory completion of the customer qualification process. Due to available capacity, we transitioned the Norway and Watertown business to other North American facilities. On November 4, 2014, the Company communicated to employees its plans to close the Norway and Watertown facilities. Production at the facilities ceased during the fourth quarter of fiscal 2015. The land and building at the Norway facility were classified as held for sale as of December 31, 2015. The land and building at the Watertown facility were sold during the three months ended September 30, 2015, and a gain of $476 was recorded in facility closure expenses in the condensed consolidated statements of income.

Below is a summary of the exit and disposal costs related to the closure of the Norway and Watertown facilities:

 

    Total costs
expected to be
incurred
    Total costs incurred     Cumulative costs
incurred as of
December 31, 2015
 
      Three Months Ended     Nine Months Ended    
      December 31, 2015     December 31, 2014     December 31, 2015     December 31, 2014    

Severance and other termination benefits

  $ 2,100      $ 19      $ 1,554      $ 197      $ 1,554      $ 2,086   

Contract termination costs

    64        —          —          —          —          64   

Other associated costs

    1,000        74        152        340        152        931   

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

 

     Balance at
March 31, 2015
     Amounts
Expensed
     Amounts
Paid
    Balance at
December 31, 2015
 

Accrued severance and other termination benefits

   $ 747         197         (944   $ —     

Other associated costs

   $ 19         340         (285   $ 74   

Other associated costs primarily consist of costs to dismantle, transport and reassemble manufacturing equipment that is being moved from the Norway and Watertown facilities to other North American facilities and costs to maintain the facilities while held for sale.

During the three months ended September 30, 2014, the Company recorded a non-cash impairment charge of $5,208 related to property, plant and equipment at the Norway and Watertown facilities, which was recorded in facility closure expenses in the condensed

 

24


consolidated statements of income. During the three months ended December 31, 2015, an additional impairment charge of $534 was recorded to adjust the carrying value of the land and building held for sale at the Norway facility to their estimated fair value, less costs to sell. See Note 10.

Due to the closure of the Norway facility, in January 2015 the Company withdrew from a multiemployer pension plan covering certain current and former employees of this plant. During the three months ended December 31, 2014, the Company recorded a loss contingency of $214 for our estimated withdrawal liability, which was recorded in facility closure expenses in the condensed consolidated statements of income. See Note 15.

During the three months ended December 31, 2014, the Company recorded a curtailment loss of $18 related to the defined benefit pension plan that covers eligible union employees of our Norway plant who were hired prior to July 14, 1998. The curtailment loss was recorded to facility closure expenses in the condensed consolidated statements of income.

The cumulative costs incurred in conjunction with the closure as of December 31, 2015 are $7,866, which were recorded in facility closure expenses in the condensed consolidated statements of income. The cumulative costs incurred include the gain on sale of the Watertown facility, non-cash impairment charge related to the land and building at the Norway facility and the exit and disposal costs above as well as a non-cash impairment charge related to property, plant and equipment (see Note 10), write off of raw materials not transferred to other facilities, settlement to withdrawal from a multiemployer pension plan, curtailment and settlement expense related to a defined benefit pension plan and curtailment gain related to a postretirement health and welfare plan, net of proceeds from the sale of property, plant and equipment that was not transferred to other locations, which were incurred in facility closure expenses during fiscal 2015.

El Dorado Hills, California

On October 16, 2013, the Company announced plans to consolidate our manufacturing facility located in El Dorado Hills, California, into the Napa, California facility. The transition was completed in the fourth quarter of fiscal 2014. In connection with the closure of the El Dorado Hills facility, the Company recorded charges of $128 during the nine months ended September 30, 2014 for employee termination benefits including severance and relocation and other costs, which included a reduction of $23 in the three months ended December 31, 2014 related to payroll tax adjustments. The total costs incurred in connection with the closure were $1,294, which were recorded in facility closure expenses in the condensed consolidated statements of income.

 

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.

 

25


15. Supplemental Cash Flow Disclosures

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

 

     Nine Months Ended  
     December 31, 2015      December 31, 2014  

Supplemental Disclosures of Cash Flow Information:

     

Interest paid

   $ 21,948       $ 14,117   

Income taxes paid, net of refunds

     16,547         11,871   

Supplemental Disclosures of Non-Cash Activities:

     

Capital expenditures incurred but not yet paid

   $ 2,528       $ 568   

Capital lease obligations incurred

     1,961         —     

Change in interest rate swap fair value

     903         611   

Business combinations accounted for as a purchase:

     

Assets acquired (excluding cash)

   $ 121,684       $ 6,785   

Liabilities assumed

     (33,734 )        (5,136

Liabilities for deferred payments

     (577 )        (260

Noncontrolling interests

     (3,477 )        —     
  

 

 

    

 

 

 

Net cash paid

   $ 83,896       $ 1,389   
  

 

 

    

 

 

 

 

16. Subsequent Events

On January 4, 2016, the Company acquired 100% of Cashin Print and System Label, which are located in Castlebar, Ireland and Roscommon, Ireland, respectively. These businesses supply multinational customers in Ireland, the United Kingdom and Continental Europe and provide Multi-Color with the opportunity to supply a broader product range to a larger customer base, especially in the healthcare market.

On January 19, 2016, the Company announced plans to consolidate our manufacturing facility located in Sonoma, California into our existing facility in Napa, California. The transition is expected to be complete by the end of calendar 2016.

 

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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 the Company’s Annual Report on Form 10-K for the year ended March 31, 2015 (the “2015 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 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 & spirit, food & beverage, healthcare and specialty consumer products. MCC serves international brand owners in North, Central and South America, Europe, Australia, New Zealand, South Africa, China and Southeast Asia with a comprehensive range of the latest label technologies in Pressure Sensitive, Glue-Applied (Cut and Stack), In-Mold, Shrink Sleeve and Heat Transfer.

Results of Operations

Three Months Ended December 31, 2015 compared to the Three Months Ended December 31, 2014:

Net Revenues

 

                   $      %  
     2015      2014      Change      Change  

Net revenues

   $ 206,028       $ 189,127       $ 16,901         9 %  

Net revenues increased 9% to $206,028 from $189,127 compared to the prior year quarter. Acquisitions occurring after the beginning of the third quarter of fiscal 2015 generated a 14% increase or $26,423. Foreign exchange rates, primarily driven by depreciation of the Euro and the Australian dollar, led to a 5% decrease in revenues quarter over quarter.

Cost of Revenues and Gross Profit

 

                 $      %  
     2015     2014     Change      Change  

Cost of revenues

   $ 166,418      $ 148,973      $ 17,445         12 %  

% of Net revenues

     80.8 %       78.8     

Gross profit

   $ 39,610      $ 40,154      $ (544 )        (1 %

% of Net revenues

     19.2 %       21.2     

Cost of revenues increased 12% or $17,445 compared to the prior year quarter. Acquisitions occurring after the beginning of the third quarter of fiscal 2015 contributed $22,604 or 15%, partially offset by the favorable impact of foreign exchange rates.

Gross profit decreased $544 or 1% compared to the prior year quarter. Acquisitions occurring after the beginning of the third quarter of fiscal 2015 contributed $3,819 to gross profit. Operating inefficiencies of $3,080 and unfavorable foreign exchange rates of $1,283 resulted in a net reduction in gross profit in the quarter. Gross margins were 19.2% of net revenues for the current year quarter compared to 21.2% in the prior year quarter. Operating inefficiencies in our core markets globally and the impact of foreign exchange rates led to a 1.3% reduction in gross margin. The remaining reduction in gross margin is due to acquisitions, which diluted the Company average.

 

27


Selling, General and Administrative Expenses and Facility Closure Expenses

 

                 $      %  
     2015     2014     Change      Change  

Selling, general and administrative expenses

   $ 20,423      $ 15,978      $ 4,445         28 %  

% of Net revenues

     9.9 %       8.4     

Facility closure expenses

   $ 1,790      $ 1,915      $ (125 )        (7 %)  

% of Net revenues

     0.9 %       1.0     

Selling, general and administrative expenses increased $4,445 or 28% compared to the prior year quarter. Acquisitions occurring after the beginning of the third quarter of fiscal 2015 contributed $3,420 to the increase, partially offset by a decrease of $695 due to the favorable impact of foreign exchange rates. In the current year quarter, the Company incurred $588 of acquisition and integration expenses, compared to $451 in the prior year quarter. The remaining increase primarily relates to professional fees and compensation expense year over year, including an incremental $1,270 in relation to compliance costs. The majority of the compliance costs relate to consulting expenses incurred in relation to measures to strengthen our internal control environment and remediation of material weaknesses. We expect to continue to incur these costs into the beginning of fiscal 2017. See Item 4.

Facility closure expenses were $1,790 in the current year quarter. In October 2015, the Company announced plans to consolidate its manufacturing facilities located in Greensboro, North Carolina into its other existing facilities. The Company recorded $693 of facility closure expenses related to this consolidation during the current year quarter. Additionally, the Company is consolidating its manufacturing facilities in Dublin, Ireland into a single location. In connection with this consolidation, the Company recorded $470 in facility closure expenses during the current year quarter. During the current year quarter, the Company also recorded $627 of facility closure expenses related to the previously announced closures of our manufacturing facilities located in Norway, Michigan and Watertown, Wisconsin, primarily related to the write-down of the building in Norway, Michigan. In the prior year quarter, the Company recorded $1,915 of facility closure expenses primarily related to the closures in Norway, Michigan and Watertown, Wisconsin.

Interest Expense and Other Expense (Income), Net

 

                   $      %  
     2015      2014      Change      Change  

Interest expense

   $ 6,102       $ 8,147       $ (2,045 )        (25 %)  

Other expense (income), net

   $ 650       $ (213    $ 863         405 %  

Interest expense decreased $2,045 or 25% compared to the prior year quarter primarily due to the write off of deferred financing fees of $2,056 related to refinancing of debt in the prior year quarter.

Other expense was $650 in the current quarter compared to income of $213 in the prior year quarter. This was primarily due to gains and losses on foreign exchange.

Income Tax Expense

 

                   $      %  
     2015      2014      Change      Change  

Income tax expense

   $ 1,008       $ 4,784       $ (3,776      (79 %) 

Our effective tax rate decreased to 9% in the current year quarter from 33% in the prior year quarter primarily due to the mix of income in some of our foreign jurisdictions, the impact of tax rate changes in certain foreign jurisdictions enacted during the quarter and other discrete items recognized during the current year quarter that reduced tax expense.

 

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Nine Months Ended December 31, 2015 compared to the Nine Months Ended December 31, 2014:

Net Revenues

 

                   $      %  
     2015      2014      Change      Change  

Net revenues

   $ 643,732       $ 605,307       $ 38,425         6 %  

Net revenues increased 6% to $643,732 from $605,307 in the nine months ended December 31, 2015. Acquisitions occurring after the beginning of fiscal 2015 account for 11% of the increase or $66,567. Foreign exchange rates, primarily driven by depreciation of the Euro and the Australian dollar, led to a 5% decrease in revenues compared to the nine months ended December 31, 2014.

Cost of Revenues and Gross Profit

 

                 $      %  
     2015     2014     Change      Change  

Cost of revenues

   $ 510,156      $ 476,218      $ 33,938         7 %  

% of Net revenues

     79.2 %       78.7     

Gross profit

   $ 133,576      $ 129,089      $ 4,487         3 %  

% of Net revenues

     20.8 %       21.3     

Cost of revenues increased 7% or $33,938 compared to the nine months ended December 31, 2014. Acquisitions occurring after the beginning of fiscal 2015 contributed $54,707 or 11%, partially offset by the favorable impact of foreign exchange rates.

Gross profit increased $4,487 or 3% compared to the nine months ended December 31, 2014. Acquisitions occurring after the beginning of fiscal 2015 contributed $11,860 being a 9% increase. Foreign exchange rates, primarily driven by depreciation of the Euro and the Australian dollar, led to a $4,884 or 4% decrease in gross profit and operating inefficiencies in our core markets globally resulted in a 2% decrease in gross profit compared to the nine months ended December 31, 2014. Gross margins were 20.8% of net revenues in the nine months ended December 31, 2015 compared to 21.3% in the nine months ended December 31, 2014.

Selling, General and Administrative Expenses and Facility Closure Expenses

 

                 $      %  
     2015     2014     Change      Change  

Selling, general and administrative expenses

   $ 59,351      $ 48,614      $ 10,737         22 %  

% of Net revenues

     9.2 %       8.0     

Facility closure expenses

   $ 2,515      $ 7,274      $ (4,759 )        (65 %)  

% of Net revenues

     0.4 %       1.2     

Selling, general and administrative expenses increased $10,737 or 22% compared to the nine months ended December 31, 2014. Acquisitions occurring after the beginning of the fiscal 2015 contributed $8,704 to the increase, partially offset by a decrease of $2,702 due to the favorable impact of foreign exchange rates. In the current year, the Company incurred $3,147 of acquisition and integration expenses, compared to $788 in the nine months ended December 31, 2014. The remaining increase primarily relates to professional fees and compensation expenses year over year, including an incremental $1,858 in relation to compliance costs. The majority of the compliance costs relate to consulting expenses incurred in relation to remediation measures to strengthen our internal control environment and remediation of material weaknesses. See Item 4.

Facility closure expenses were $2,515 primarily related to consolidation of our manufacturing facilities located in Greensboro, North Carolina, Norway, Michigan and Watertown, Wisconsin into our other North American facilities, as well as consolidation of our Dublin, Ireland facilities. During the nine months ended December 31, 2014, the Company recorded $7,274 in facility closure expenses, $7,146 of which related to the closure of our manufacturing facilities located in Norway, Michigan and Watertown, Wisconsin. An additional $128 in facility closure expenses were incurred in the prior year related to the fiscal 2014 closure of our manufacturing facility in El Dorado Hills, California.

 

29


Goodwill Impairment

 

                   $      %
     2015      2014      Change      Change

Goodwill impairment

   $ —         $ 951       $ (951 )      (100%)

As a result of the impairment test during the fourth quarter of fiscal 2014, the Company recorded an estimated non-cash goodwill impairment charge of $13,475 related to our Latin America Wine & Spirit (LA W&S) reporting unit. During the nine months ended December 31, 2014, the Company finalized the fiscal 2014 impairment test and recorded an additional non-cash goodwill impairment charge of $951 for LA W&S. This additional impairment was primarily due to a change in the fair value of the fixed assets and lease intangibles based on the final market valuation.

Interest Expense and Other Expense (Income), Net

 

                   $      %  
     2015      2014      Change      Change  

Interest expense

   $ 19,110       $ 19,828       $ (718 )        (4 %)  

Other expense (income), net

   $ 115       $ (264    $ 379         144 %  

Interest expense decreased $718 or 4% compared to the nine months ended December 31, 2014 due to the write off of deferred financing fees of $2,056 related to the refinancing of debt in the prior year. This decrease was offset by an increase in debt borrowings to finance acquisitions.

Other expense was $115 in the current year compared to income of $264 in the nine months ended December 31, 2014. This was primarily due to gains and losses on foreign exchange.

Income Tax Expense

 

                   $      %
     2015      2014      Change      Change

Income tax expense

   $ 12,940       $ 18,581       $ (5,641 )      (30%)

Our effective tax rate decreased to 25% in the nine months ended December 31, 2015 from 35% in the nine months ended December 31, 2014 primarily due to the mix of income in some of our foreign jurisdictions, the impact of tax rate changes in certain foreign jurisdictions enacted during the period and other discrete items recognized during the current year that reduced tax expense.

Liquidity and Capital Resources

Comparative Cash Flow Analysis

Through the nine months ended December 31, 2015, net cash provided by operating activities was $70,654 compared to $69,772 in the same period of the prior year. Net income adjusted for non-cash expenses consisting primarily of depreciation and amortization was $75,059 in the current year compared to $78,310 in the same period of the prior year. In addition, the current year included add-backs of $1,432 for non-cash charges related to the impairment of long-lived assets (primarily related to facility closures). The prior year included add-backs for non-cash charges related to the loss on the write off of deferred financing fees, the impairment of long-lived assets (primarily related to facility closures) and the impairment of goodwill of $2,056, $5,829, and $951, respectively. Our use of operating assets and liabilities of $4,405 in the current year decreased from a use of $8,538 in the prior year.

Through the nine months ended December 31, 2015, net cash used in investing activities was $109,555 compared to $23,650 in the same period of the prior year. Cash used in investing activities was $83,896 related to the acquisitions in the current year and $1,389 in the prior year related to the acquisition of Multiprint. The remaining net usage of $25,659 in the current year and $22,261 in the prior year were capital expenditure related, primarily for the purchase of presses, net of various sale proceeds. Capital expenditures were primarily funded by cash flows from operations.

Through the nine months ended December 31, 2015, net cash provided by financing activities was $50,166, which included $49,508 of net debt borrowings (primarily used to finance acquisitions) and $4,329 of proceeds from various stock transactions, offset by $1,141 related to contingent consideration and deferred payments related to the Monroe Etiquette and Multiprint acquisitions and dividends paid of $2,512.

 

30


Through the nine months ended December 31, 2014, net cash used in financing activities was $41,287, which consisted of net debt payments of $24,182, proceeds from various stock transactions of $3,756 and dividends paid of $2,473. Financing activities in the prior year also include $10,916 in contingent consideration payments related to the John Watson and Labelgraphics acquisitions. Financing activities in the prior year include $250,000 in long-term debt borrowings related to the issuance of the 6.125% Senior Notes due 2022 (the “Notes”) in the third quarter of fiscal 2015, $341,650 in payments to pay off the Term Loan under the prior credit agreement and $7,472 in debt issuance costs paid in conjunction with the issuance of the Notes and Amended and Restated Credit Agreement (the “Credit Agreement”).

Capital Resources

On November 21, 2014, the Company issued $250,000 aggregate principal amount of the Notes. The Notes are unsecured senior obligations of the Company. Interest is payable 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 Notes are guaranteed by certain of the Company’s existing direct and indirect wholly-owned domestic subsidiaries that are guarantors under the Credit Agreement. In connection with the issuance of the Notes, the Company incurred debt issuance costs of $5,413 during fiscal 2015, which are being deferred and amortized over the eight year term of the Notes.

Concurrent with the issuance and sale of the Notes, the Company amended and restated its credit agreement. The Credit Agreement provides for revolving loans of up to $500,000 for a five year term expiring on November 21, 2019. The aggregate commitment amount is comprised of the following: (i) a $460,000 revolving credit facility (the “U.S. Revolving Credit Facility”) and (ii) an Australian dollar equivalent of a $40,000 revolving credit facility (the “Australian Revolving Sub-Facility”).

Upon issuance of the Notes, the Company was required to repay in full the Term Loan Facility under the terms of its prior credit agreement. On November 21, 2014, the Company repaid the outstanding balance of $341,625 on the Term Loan Facility using the net proceeds from the Notes and borrowings on the U.S. Revolving Credit Facility. The repayment of the Term Loan Facility was treated primarily as an extinguishment of debt. As a result, $2,001 in unamortized deferred financing fees were recorded to interest expense during fiscal 2015 as a loss on the extinguishment of debt. The remaining unamortized fees of $2,275 and new debt issuance costs of $2,526, which were incurred during fiscal 2015 in conjunction with the Credit Agreement, were deferred and are being amortized over the five year term of the Credit Agreement.

The Credit Agreement may 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 senior secured leverage ratio at the time of the borrowing. The weighted average interest rate on borrowings under the U.S. Revolving Credit Facility was 2.32% and 2.02% at December 31, 2015 and March 31, 2015, respectively, and on borrowings under the Australian Revolving Sub-Facility was 3.86% and 4.01% at December 31, 2015 and March 31, 2015, respectively.

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) a maximum consolidated senior secured leverage ratio of no more than 3.50 to 1.00; (ii) a maximum consolidated leverage ratio of no more than 4.50 to 1.00; and (iii) a minimum consolidated interest coverage ratio of not less than 4.00 to 1.00. The Credit Agreement contains customary mandatory and optional prepayment provisions and customary events of default. The U.S. Revolving Credit Facility and the Australian Revolving Sub-Facility are secured by the capital stock of subsidiaries, substantially all of the assets of each of our domestic subsidiaries, but excluding existing and non-material real property, and intercompany debt. The Australian Revolving Sub-Facility is also secured by substantially all of the assets of the Australian borrower and its direct and indirect subsidiaries.

The Credit Agreement and the indenture governing the Notes (the “Indenture”) limit the Company’s ability to incur additional indebtedness. Additional covenants contained in the Credit Agreement and the Indenture, 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, engage in mergers, change the business conducted by the Company and its subsidiaries, and engage in certain transactions with affiliates. Under the Credit Agreement and the Indenture, 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 Indenture. As of December 31, 2015, the Company was in compliance with the covenants in the Credit Agreement and the Indenture.

The Company recorded $423 and $532 in interest expense for the three months ended December 31, 2015 and 2014, respectively, in the condensed consolidated statements of income to amortize deferred financing costs. The Company recorded $1,269 and $1,774 in interest expense for the nine months ended December 31, 2015 and 2014, respectively, in the condensed consolidated statements of income to amortize deferred financing costs.

Available borrowings under the Credit Agreement at December 31, 2015 consisted of $228,237 under the U.S. Revolving Credit Facility and $11,508 under the Australian Revolving Sub-Facility. The Company also has various other uncommitted lines of credit available at December 31, 2015 in the amount of $9,317.

Cash flows provided by operating activities and borrowings have historically supplied us with a significant source of liquidity. We anticipate being able to support our short-term liquidity and operating needs largely through cash generated from operations. We had a working capital position of $124,212 and $99,951 at December 31, 2015 and March 31, 2015, respectively, and were in compliance with our loan covenants and current in our principal and interest payments on all debt.

 

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Contractual Obligations

The following table summarizes the Company’s contractual obligations as of December 31, 2015:

 

     Total      Year 1      Year 2      Year 3      Year 4      Year 5      More than
5 years
 

Long-term debt

   $ 511,428       $ 605       $ 1,198       $ 115       $ 259,510       $ —         $ 250,000   

Capital leases

     3,846         861         1,051         789         793         352         —     

Interest on long-term debt (1)

     132,790         23,783         22,928         21,736         19,681         15,313         29,349   

Rent due under operating leases

     64,505         13,092         10,483         8,495         7,441         6,745         18,249   

Unconditional purchase obligations

     23,764         22,914         531         285         33         1         —     

Pension and post retirement obligations

     375         —           —           1         13         14         347   

Unrecognized tax benefits (2)

     —           —           —           —           —           —           —     

Deferred purchase price

     3,119         1,925         645         549         —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total contractual obligations

   $ 739,827       $ 63,180       $ 36,836       $ 31,970       $ 287,471       $ 22,425       $ 297,945   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Interest on floating rate debt was estimated using projected forward LIBOR and BBSY rates as of December 31, 2015.

 

(2) The table excludes $5,142 of liabilities related to unrecognized tax benefits as the timing and extent of such payments are not determinable.

Recent Acquisitions

On October 1, 2015, the Company acquired 100% of Supa Stik Labels (Supa Stik) for $6,787 less net cash acquired of $977. Supa Stik is located in Perth, West Australia and services the local wine, food & beverage and healthcare label markets. The purchase price includes $622 that is deferred for two years after the closing date.

On August 11, 2015, the Company acquired 90% of the shares of Super Label based in Kuala Lumpur, Malaysia, which was publicly listed on the Malaysian stock exchange. As of September 30, 2015, the Company owned 94.57% of Super Label. During the three months ended December 31, 2015, the Company delisted Super Label and compulsorily acquired the remaining shares. The total purchase price was $39,782 less net cash acquired of $6,045. Super Label has operations in Malaysia, Indonesia, the Philippines, Thailand and China and produces home & personal care, food & beverage and specialty consumer products labels. This acquisition expands our presence in China and gives us access to new label markets in Southeast Asia.

On May 4, 2015, the Company acquired 100% of Barat Group (Barat) based in Bordeaux, France for $49,973 less net cash acquired of $746. Barat operates four manufacturing facilities in Bordeaux and Burgundy, France, and the acquisition gives the Company access to the label market in the Bordeaux wine region and expands our presence in Burgundy.

Effective May 1, 2015, the Company acquired 100% of Mr. Labels in Brisbane, Queensland Australia for $2,110. The purchase price includes $196 that is deferred until the first anniversary of the closing date. Mr. Labels provides labels primarily to food and beverage customers.

Effective February 2, 2015, the Company acquired 100% of New Era Packaging (New Era) for $16,366 less net cash acquired of $1,741. New Era is based near Dublin, Ireland and specializes in labels for the healthcare, pharmaceutical and food industries.

Effective January 5, 2015, the Company acquired 100% of Multi Labels Ltd. (Multi Labels) for $15,670 plus net debt assumed of $3,733. Multi Labels is based in Daventry, near London, England, and specializes in premium alcoholic beverage labels for spirits and imported wine.

On July 1, 2014, the Company acquired Multiprint Labels Limited (Multiprint) based in Dublin, Ireland for $1,662 plus net debt assumed of $2,371. The purchase price included $273 that was deferred for one year after the closing date. Multiprint specializes in pressure sensitive labels for the wine & spirit and beverage markets in Ireland and the UK.

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.

 

32


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 2015 10-K. In addition, our significant accounting policies are discussed in Note 2 of the Notes to Consolidated Financial Statements included in our 2015 10-K.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company has no material changes to the disclosures made in the Company’s Annual Report on Form 10-K for the year ended March 31, 2015.

 

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 December 31, 2015. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2015 due to the material weaknesses identified in our internal control over financial reporting described below.

As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2015, we identified the following material weaknesses in the Company’s internal control over financial reporting:

 

    Our Information Technology General Controls (“ITGC”) intended to restrict access to data and applications were not adequate resulting in inappropriate access and improper segregation of duties at both the Information Technology and end user levels and across multiple applications. In addition, we did not have controls in place to adequately test the completeness and accuracy of system generated data used in the execution of our controls.

As a result of the pervasiveness of the ITGC weaknesses noted above and the degree to which the activity level controls rely on their effectiveness, we did not maintain a control environment that was designed and operating to prevent or detect a material misstatement in the Company’s consolidated financial statements.

 

    A comprehensive system of controls has not been fully designed and implemented in certain locations of the Company or are otherwise not operating effectively, including the maintenance of sufficient documentary evidence of the operating effectiveness of controls to demonstrate that the controls as designed would prevent or detect a material misstatement in the Company’s consolidated financial statements.

The material weaknesses did not result in any material identified audit adjustments.

As a result of these material weaknesses, there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The Company has begun implementing changes to its internal control over financial reporting to remediate the control deficiencies that gave rise to the material weaknesses. Since the end of the fiscal year, we have taken steps, including the following, to remediate the material weaknesses described above:

 

    we have engaged third party consultants to assist management with the identification, documentation and testing of additional controls in order to improve the internal control environment;

 

    we have created and filled a number of new finance and accounting positions, specifically related to compliance and monitoring activities, in order to achieve effective execution and testing of the controls described above;

 

    we are transitioning certain of our information technology functions to our preferred information technology platforms; and

 

    we continue to consider and develop additional remediation plans to address the material weaknesses described above.

We believe the remediation measures will strengthen our internal control over financial reporting and remediate the material weaknesses identified. However, as we are still in the process of assessing and implementing these measures, the identified material weaknesses have not been fully remediated as of December 31, 2015. We will continue to monitor the effectiveness of these remediation measures and will make any changes and take such other actions that we deem appropriate.

 

33


We assessed the material weaknesses’ impact to the consolidated financial statements to ensure they were prepared in accordance with GAAP and present fairly the consolidated financial position, financial results of operations and cash flows as of and for the nine months ended December 31, 2015. Based on these additional procedures and assessment, we concluded that the consolidated financial statements included in this Form 10-Q present fairly, in all material aspects, our financial position, results of operations and cash flows for the periods presented.

Changes in Internal Control Over Financial Reporting

Except as described above, 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 December 31, 2015 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, 2015.

 

Item 6. Exhibits

 

  10.1

  

 

Amended and Restated Employment Agreement between Multi-Color Corporation and Nigel A. Vinecombe effective as of January 1, 2016

  10.2    Amended and Restated Employment Agreement between Multi-Color Corporation and Vadis Rodato effective as of January 1, 2016
  10.3    Employment Agreement between Multi-Color Corporation and David Buse effective as of January 1, 2016
  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

 

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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: February 9, 2016   By:  

/s/ Sharon E. Birkett

    Sharon E. Birkett
   

Vice President, Chief Financial Officer,

Secretary

 

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Exhibit 10.1

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

BETWEEN

MULTI-COLOR CORPORATION

AND

NIGEL A. VINECOMBE

Effective as of January 1, 2016


TABLE OF CONTENTS

 

     Page  

1. Employment

     1   

2. Term of Agreement

     1   

3. Scope of Employment; Location

     1   

4. Compensation

     2   

4.1 Base Salary

     2   

4.2 Bonus

     2   

4.3 Restricted Stock Grant; Stock Option and Restricted Stock Awards

     2   

4.4 Expenses

     2   

4.5 Indemnity

     2   

5. Confidentiality, Non-competition and Other Covenants

     3   

5.1 Non-Disclosure of Confidential Materials, Information and Intellectual Property

     3   

5.2 Non-Solicitation of the Company’s Employees

     3   

5.3 Covenant Against Unfair Competition

     3   

5.4 Return of Confidential Materials and Information

     4   

5.5 Irreparable Harm

     4   

5.6 Cumulative Remedies; Enforceability

     4   

5.7 Reasonableness of Scope and Duration

     5   

5.8 Future Employer

     5   

5.9 Time Periods

     5   

6. Termination of Employment

     5   

6.1 Termination

     5   

6.2 Date of Termination

     7   

6.3 Notice of Termination

     7   

7. Obligations of the Company Upon Termination.

     7   

7.1 Termination for Other Than Cause, Non-Renewal, and Executive’s Death or Disability; and for Good Reason

     7   

7.2 Termination for Cause; Non-Renewal Under Section 2; or Other Than for Good Reason

     8   

7.3 Termination Due to Executive’s Death

     9   

7.4 Termination Due to Executive’s Disability

     10   


TABLE OF CONTENTS

(continued)

 

     Page  

8. Arbitration

     10   

9. Miscellaneous Provisions

     10   

9.1 Binding Effect; Delegation of Duties Prohibited; Survival

     11   

9.2 Amendment; Waiver

     11   

9.3 Entire Agreement

     11   

9.4 Exemption from, or Compliance with, Section 409A

     12   

9.5 Governing Law

     12   

9.6 Headings; Section References; Construction

     12   

9.7 Notices

     12   

9.8 Policies, Regulations and Guidelines for Executives

     13   

9.9 Severability and Reformation of Provisions

     13   

9.10 Taxes

     13   

9.11 Full Settlement

     13   


AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (“Agreement”) is made effective the 1st day of January, 2016 by and between Multi-Color Corporation, an Ohio corporation (“Company”), and Nigel A. Vinecombe, an individual (“Executive”).

R ECITALS :

A. Executive currently serves as President and Chief Executive Officer of the Company pursuant to an Employment Agreement dated May 22, 2012 between the Company and the Executive (the “Original Agreement”).

B. Company desires to appoint the Executive as its Executive Chairman, and Executive desires to serve in such role for the Company.

C. The parties hereto desire to set forth amended and restated terms and conditions of the employment relationship between the Executive and the Company by amending and restated the Original Agreement.

A GREEMENT :

N OW , T HEREFORE , the parties hereby agree as follows:

1. E MPLOYMENT . The Company hereby employs Executive for the “Term” (as defined in Section 2), and Executive accepts employment by the Company and agrees to serve the Company during the Term, upon the terms and conditions hereinafter set forth.

2. T ERM OF A GREEMENT . This Agreement shall commence on January 1, 2016 and shall continue until terminated in accordance with this Agreement. This Agreement shall be terminable at will, at any time, by either party, with or without cause, subject to the provisions set forth in Section 6, below. Unless otherwise expressly provided herein, upon the termination of Executive’s employment, the Company shall pay Executive his salary earned through the Termination Date, Executive shall be entitled to all benefits accrued or vested through the Termination Date pursuant to all fringe benefit plans set forth in this Agreement, and the Company shall not be obligated to pay, and Executive shall not be entitled to receive, any other compensation, payments or consideration of any kind or nature. The “Term” shall refer to the period of time during which the Executive is employed pursuant to this Agreement.

3. S COPE OF E MPLOYMENT ; L OCATION . During the Term of this Agreement, Executive shall serve as the Executive Chairman of the Company and agrees to devote such attention and time to the business and affairs of the Company as mutually agreed to from time to time between the Executive and the Company’s Board of Directors (“Board”) and to use the Executive’s best efforts to perform such responsibilities in a professional manner. It shall not be a violation of this Agreement for the Executive to (A) serve on corporate, trade association, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (C) manage personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of


the Company in accordance with this Agreement. Executive shall serve as a member of the Board during the Term of this Agreement, subject to election by the shareholders.

4. C OMPENSATION .

4.1 Base Salary . During the Term of this Agreement, the Executive shall receive an Annual Base Salary. Executive’s beginning Annual Base Salary shall be Four Hundred Thousand Dollars (U.S.$400,000). The Annual Base Salary shall be reviewed by the Compensation Committee of the Board annually based upon Executive’s performance, pertinent salary survey information and such other information as the Compensation Committee deems appropriate, but may not be adjusted downward without the Executive’s written consent. After any such adjustment, the term “Annual Base Salary” as used in this Agreement shall thereafter refer to such amount as adjusted. The Annual Base Salary shall be paid no less frequently than in equal bi-weekly installments.

4.2 Bonus . During the Term of this Agreement, Executive will continue to be eligible to participate in the Management Incentive Compensation Program, subject to the terms and conditions as specified in the plan. The incentive compensation program is based on meeting certain financial targets as established by, and in the sole discretion of, the Board or by the Compensation Committee of the Board on an annual basis. The bonus target, as a percent of Annual Base Salary, is 65%, with a bonus range between 32.5% and 97.5% of Annual Base Salary. If financial targets are met between the minimum, target and maximum brackets, the payout is calculated on a prorated basis between the two brackets that apply. Executive shall be paid his Bonus when other executives of the Company are paid their annual bonuses, but in no event beyond the last day on which such payment would qualify as a short-term deferral under Treasury Regulation § 1.409A 1(b)(4).

4.3 Restricted Stock Grant; Stock Option and Restricted Stock Awards . During the Term of this Agreement, Executive shall receive restricted stock grants having a value of $100,000 on an annual basis, subject to vesting and such other terms set forth by the Board or its committees from time to time.

4.4 Expenses . During the Term of this Agreement, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive and documented as required by regulations of the Internal Revenue Service and policies of the Company.

4.5 Indemnity . The Executive shall be indemnified and held harmless by the Company against claims arising in connection with the Executive’s status as an employee, officer, director or agent of the Company or any of its subsidiaries or affiliates. Such indemnification shall be established to the level of the greatest indemnification permitted by Ohio law for corporate employees, officers or directors, and such indemnification shall continue as to the Executive even if he has ceased to be an employee, officer, director or agent of the Company or other entity and shall inure to the benefit of the Executive’s heirs and legal representatives. In furtherance of this protection, during the Executive’s employment and for a period of at least six years thereafter, the Company shall continue to provide officers’ and directors’ liability insurance covering Executive in at least the amount of coverage as provided in fiscal 2015 for such purposes and in any event provide at least as much coverage for the

 

2


Executive as the Company provides for its other executives or directors of the Company. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses or contribution that the Executive (or his heirs and legal representatives) would otherwise have (including, without limitation, by agreement or under applicable law).

5 . C ONFIDENTIALITY , N ON - COMPETITION AND O THER C OVENANTS . In consideration of Company’s employment of Executive, Executive does covenant and agree with the Company as follows:

5.1 Non-Disclosure of Confidential Materials, Information and Intellectual Property . The Executive acknowledges that as a leader in the highly-competitive businesses of printing labels, including but not limited to, inmold, pressure sensitive, heat transfer, cut and stack and shrink sleeve label technologies, the Company has developed, acquired and implemented confidential intellectual property, materials and information, proprietary strategies and programs, which it has taken steps to protect as trade secrets (as defined in Ohio’s Uniform Trade Secrets Act, O HIO R EV . C ODE §§ 1333.61 - 1333.69) and which include copyrighted materials, patent materials, expansion plans, market research, sales systems, marketing programs, product development strategies, budgets, pricing and cost strategies, identity and requirements of accounts, and other non-public proprietary information regarding customers and the employees of the Company or of its customers or non public proprietary information regarding the Company’s business or the business of the Company’s customers (collectively “Confidential Materials and Information”). In performing duties for the Company, the Executive regularly will be exposed to and work with the Company’s Confidential Materials and Information. The Executive acknowledges that such Confidential Materials and Information are critical to the Company’s success and that the Company has invested substantial money in developing the Company’s Confidential Materials and Information. While the Executive is employed by the Company, and after such employment ends for any reason, the Executive will not reproduce, publish, disclose, use, reveal, show, or otherwise communicate to any person or entity any Confidential Materials and Information of the Company unless specifically assigned or directed by the Company to do so or unless it shall have become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). The covenant in this Section 5.1 has no temporal, geographical or territorial restriction or limitation, and it applies wherever the Executive may be located.

5.2 Non-Solicitation of the Company’s Employees . For a period of twenty-four (24) months after the termination of his employment, the Executive will not actively solicit, either directly or indirectly through any third person, any other employee of the Company to terminate his or her employment with the Company without the written consent of the Chairman of the Board.

5.3 Covenant Against Unfair Competition . While the Executive is employed by the Company, and for twelve (12) months after Executive’s employment ends for any reason, the Executive will not, either directly or indirectly: (a) work for any individual or entity, or own, control, or invest in any entity, that provides similar services as the Company or is a competitor of the Company and its businesses; or (b) call on, solicit or communicate with any of the Company’s customers or prospects for the purpose of obtaining such customer’s or prospect’s business in violation of the restrictions on competition contained in clause (a) of this Section,

 

3


other than for the benefit of the Company. As used in this Agreement, the term “customer” means a business entity (including representatives of such business entity) to which the Company provided goods or services at any time in the prior twenty-four (24) months before the termination or expiration of this Agreement, and the term “prospect” means a business entity (including representatives of such business entity) to which, at any time in the previous twenty-four (24) months before the termination or expiration of this Agreement, the Company made a written proposal for providing goods or services. Ownership, for personal investment purposes only, of not in excess of two percent (2%) of the voting stock of any publicly held corporation, shall not constitute a violation hereof.

5.4 Return of Confidential Materials and Information . The Executive agrees that whenever the Executive’s employment with the Company ends for any reason, all documents, including information stored in electronic format, containing or referring to the Company’s Confidential Materials and Information that may be in the Executive’s possession, or over which the Executive may have control, will be delivered by the Executive to the Company immediately, with no request being required.

5.5 Irreparable Harm . The Executive agrees that a breach of any covenant in this Section 5 will cause the Company irreparable injury and damage for which the Company has no adequate monetary remedy, and the Executive further agrees that if the Company claims a breach of any such covenant, the Company will be entitled to seek an immediate restraining order and injunction to prevent such violation or continued violation.

5.6 Cumulative Remedies; Enforceability .

(a) In the event of Executive’s breach or threatened breach of the covenants set forth in this Section 5, the parties acknowledge that the Company will suffer irreparable harm and the Company will be entitled to an injunction restraining Executive from committing such breach. Executive affirmatively waives any requirement that the Company post any bond, demonstrate the likelihood of irreparable harm to the Company, or demonstrate that any actual damages will be suffered by the Company or any other entity seeking enforcement hereof as a result of Executive’s breach of any of the covenants set forth in this Section 5.

(b) The covenants and agreements contained in this Section 5 will be construed as independent of each other, and the existence of any claim or cause of action by Executive against the Company, whether predicated on this Agreement or otherwise, will not constitute a defense to the Company’s enforcement of such covenants, and they shall be construed as separate covenants and agreements. If any court shall finally determine that the restraints provided for in any such covenants and agreements exceed the maximum area, activity or time such court deems reasonable and enforceable, said area, activity or time shall be deemed to become and thereafter shall be the maximum area, activity or time which such court deems reasonable and enforceable, and such covenants and agreements shall be enforced as to such reduced area, activity or time.

(c) Nothing herein contained will be construed as prohibiting the Company from pursuing any other remedies available to it at law or in equity for such breach or threatened breach, including the recovery of money damages.

 

4


5.7 Reasonableness of Scope and Duration . Executive acknowledges that the restrictions contained in this Section 5 are reasonable and necessary to protect the legitimate interests of the Company and that the Company would not have entered into this Agreement in the absence of such restrictions. Executive understands and agrees that the covenants and agreements contained in this Section 5 are, taken as a whole, reasonable in connection with the activities covered, their geographic scope and duration. Executive understands that the provisions of this Agreement have been carefully designed to restrict Executive’s activities to the minimum extent which is consistent with the Company’s requirements. Executive has carefully considered these restrictions, and Executive confirms that they will not unduly restrict Executive’s ability to obtain a livelihood.

5.8 Future Employer . If applicable, Executive shall inform any prospective or future employer of all of the restrictive covenants and agreements contained in this Agreement, and provide such employer with a copy of such provisions, prior to the commencement of that employment.

5.9 Time Periods . All time periods set forth in this Section 5 shall be extended by the duration of any period during which Executive is in violation of any provision of this Section 5.

6. T ERMINATION OF E MPLOYMENT

6.1 Termination . Executive’s employment with the Company shall terminate upon the occurrence of the first of the following events:

(a) Death . Upon the death of Executive.

(b) Disability . If the Disability of the Executive has occurred during the Executive’s employment, the Company may give written notice to the Executive in accordance with this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the Disability Commencement Date. As used in this Agreement, “Disability” shall mean that the Executive, (i) in the opinion of a physician, is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company, or (iii) is determined to be totally disabled by the Social Security Administration, or (iv) is determined to be disabled in accordance with a disability insurance program, provided that the definition of disability applied under such disability insurance program complies with the requirements of (i) or (ii) above. Additionally, as used in this Agreement, “Disability Commencement Date” shall be the thirtieth (30 th ) day after notice is received by Executive pursuant to this Section 6.1(b) that he is under a Disability, provided that, within the thirty (30) days after such receipt, the Executive shall not have returned to perform his duties hereunder.

 

5


(c) Cause . The Company terminates the Executive for Cause or for any reason other than for Cause. As used in this Agreement, “Cause” with respect to Executive’s termination from employment, shall mean any of the following:

(1) the Executive’s failure to cure the Executive’s material breach of this Agreement or any Company policy, regulation or guideline;

(2) the Executive’s appropriation of a material business opportunity of the Company, including securing any material personal profit in connection with any transaction entered into on behalf of the Company. This provision shall not include opportunities communicated by the Executive to the Company which were rejected or on which the Company took no timely action;

(3) the Executive’s misappropriation of any of the Company’s funds or property;

(4) the Executive’s conviction of or entering of a guilty plea or a plea of no contest with respect to, a felony, or any other crime which materially and adversely affects the business of the Company or Executive’s ability to carry out his duties hereunder and with respect to which imprisonment for a term in excess of six (6) months is a possible punishment; or

(5) the Executive’s conduct, or lack thereof, which results in material economic damage to the Company or its reputation. It is expressly understood that if Executive’s good faith belief was that his conduct or lack thereof was in, or not opposed to, the best interest of the Company, then “Cause” shall not be satisfied hereunder.

No termination of the Executive’s employment hereunder by the Company for Cause shall be effective as a termination for Cause unless the provisions of this paragraph shall first have been complied with. The Executive shall be given a Notice of Termination by the Board. The Executive shall have sixty (60) days after receipt of such notice to cure such alleged violation. If he fails to cure such alleged violation within such sixty (60)-day period, the Executive shall then be entitled to a hearing before the Board. If after such hearing, the Board gives a second Notice of Termination to the Executive confirming that a majority of the members of the Board that are not then employed as employees of the Company voted after the hearing to terminate him for Cause, the Executive’s employment shall thereupon be terminated for Cause.

(d) Good Reason . The Executive terminates employment for Good Reason within two (2) years following the initial existence of the condition constituting Good Reason. As used in this Agreement, “Good Reason” with respect to the termination from employment of Executive shall mean any of the following:

(1) the Company’s material breach of this Agreement;

(2) any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement;

 

6


(3) the Company materially altering or materially impairing the Executive’s authority, duties or responsibilities without his written consent; or

(4) the failure of Executive to be reelected to the Board.

No termination of the Executive’s employment hereunder by the Executive for Good Reason shall be effective as a termination for Good Reason unless the provisions of this paragraph shall first have been complied with. The Board shall be given a Notice of Termination by the Executive within ninety (90) days of the initial existence of the violation. The Company shall have sixty (60) days after receipt of the Notice of Termination to fully cure such alleged violation.

6.2 Date of Termination . As used in this Agreement, “Date of Termination” means: (i) if the Executive’s employment is terminated by the Company for Cause, the Date of Termination shall be the date on which the Executive receives the Notice of Termination described in Section 6.1(c) that a majority of the members of the Board that are not then employees of the Company voted after the hearing to terminate him for Cause; (ii) if the Executive’s employment is terminated by the Executive for Good Reason, the Date of Termination shall be the date on which the Notice of Termination is received by the Company, or such later date as may be specified therein, unless the Company has fully cured all grounds for such termination within sixty (60) days after the Executive gives such notice; (iii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination; (vi) if the Executive’s employment is terminated by the Executive for other than Good Reason, the Date of Termination shall be the date on which the Company receives the Notice of Termination; and (v) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Commencement Date.

6.3 Notice of Termination . As used in this Agreement, “Notice of Termination” shall mean a written notice which: (i) indicates the specific termination provision in this Agreement relied upon; (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated; and (iii) if the Date of Termination is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty (30) days after the giving of such notice).

7. O BLIGATIONS OF THE C OMPANY U PON T ERMINATION .

7.1 Termination for Other Than Cause, Executive’s Death or Disability; and for Good Reason . If the Executive’s employment is terminated (i) by Company for any reason other than for Cause; (ii) as a result of death or Disability; or (iii) by the Executive for Good Reason:

(a) The Company shall pay, or commence to be paid, as applicable, to the Executive within thirty (30) days after the Date of Termination Executive’s Annual Base Salary through the Date of Termination to the extent not previously paid, in a single lump sum in cash; and

 

7


(b) The Company shall pay, or commence to be paid, as applicable, to the Executive any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable;

(c) Except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each nonqualified stock option (including already vested nonqualified stock options) shall remain exercisable through the latest date upon which the nonqualified stock option could have expired by its original terms, and each incentive stock option (including already vested incentive stock options) shall remain exercisable for 90 days following the Date of Termination unless such stock option no longer qualifies as an incentive stock option as a result of such accelerated vesting and exercisability, in which case the portion of the such stock option that no longer qualifies shall remain exercisable through the latest date upon which the stock option could have expired by its original terms;

(d) For one (1) year after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide those benefits to the Executive and/or the Executive’s family that would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 4.3 of this Agreement if the Executive’s employment had not been terminated; provided, however, that the benefits shall be offset by any benefits provided by any subsequent employment of Executive (determined on a benefit-by-benefit basis). Executive agrees to describe all benefits which his subsequent employer has agreed to provide him, including any changes to such benefits during the one (1) year period described in this Subsection 7.1(d). To the extent any of the foregoing benefits are not exempt from the requirements of Section 409A of the Internal Revenue Code, the amount of expenses eligible for reimbursement (other than the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code (relating to medical reimbursement arrangements)), or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year;

(e) To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy, contract or agreement of the Company.

7.2 Termination for Cause; or Other Than for Good Reason . If the Executive’s employment is terminated (i) by the Company for Cause; or (ii) by the Executive without Good Reason, this Agreement shall terminate without further obligations to the Executive other than all of the following:

(a) The Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the Executive’s Annual Base Salary through the Date of Termination to the extent not previously paid.

 

8


(b) The Company shall pay, or commence to be paid, as applicable, to the Executive any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable.

(c) If the Executive terminates without Good Reason through a plan of retirement acceptable to the Company, which will not be unreasonably withheld, except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each nonqualified stock option (including already vested nonqualified stock options) shall remain exercisable through the latest date upon which the nonqualified stock option could have expired by its original terms, and each incentive stock option (including already vested incentive stock options) shall remain exercisable for 90 days following the Date of Termination unless such stock option no longer qualifies as an incentive stock option as a result of such accelerated vesting and exercisability, in which case the portion of the such stock option that no longer qualifies shall remain exercisable through the latest date upon which the stock option could have expired by its original terms; and

(d) To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company.

7.3 Termination Due to Executive’s Death . If the Executive’s employment is terminated by reason of the Executive’s death, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than all of the following:

(a) The Company shall pay to the Executive’s legal representative in a lump sum in cash within 30 days after the Date of Termination the aggregate of Executive’s Annual Base Salary through the Date of Termination to the extent not previously paid.

(b) The Company shall pay, or commence to be paid, as applicable, to the Executive’s legal representative any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable.

(c) Except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each stock option (including already vested stock options) shall remain exercisable by Executive’s legal representative for 12 months following the Date of Termination (but in no event beyond the latest date upon which the stock option could have expired by its original terms);

 

9


(d) For one year after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide those benefits to the Executive’s family that would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 4.3 of this Agreement if the Executive’s employment had not been terminated. To the extent any of the foregoing benefits are not exempt from the requirements of Section 409A of the Internal Revenue Code, the amount of expenses eligible for reimbursement (other than the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code (relating to medical reimbursement arrangements)), or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year;

(e) To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive’s applicable beneficiaries any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company; and

(f) Any other death benefits then in effect for Company employees or executives and their beneficiaries.

7.4 Termination Due to Executive’s Disability . If the Executive’s employment is terminated by reason of the Executive’s Disability, the Company shall have all of the obligations set forth in the preceding Section 7.3 except that (i) any reference in Section 7.3(a), (b) and (c) to the “Executive’s legal representative” shall refer to the “Executive,” (ii) the reference in Section 7.3(d) to the “Executive’s family” shall refer to the “Executive and/or the Executive’s family,” (iii) the reference in Section 7.3(e) to the “Executive’s applicable beneficiary” shall refer to the “Executive” and (iv) Section 7.3(f) shall read: “Any other long-term disability benefits then in effect for Company employees or executives and their beneficiaries.”

8. A RBITRATION . Except as provided in Section 5 or a party’s right to seek injunctive or other equitable relief, if any dispute shall arise between the Executive and the Company in any way connected to or arising from this Agreement, the dispute shall be exclusively determined, and the dispute shall be settled, by arbitration in accordance with the CPR Rules for Non-Administered Arbitration (or such other independent dispute resolution body to which the parties shall mutually agree) (“Arbitration Forum”). The arbitration shall be held in Cincinnati, Ohio before a single arbitrator, who shall be chosen from a panel of arbitrators selected by the Arbitration Forum. The decision of the arbitrator shall be final and binding upon the Executive and the Company and judgment upon such award may be entered in any court of competent jurisdiction. The costs of the arbitrator and of the arbitration shall be borne equally by each of the parties. The costs of each party’s counsel, accountants, etc., as well as any costs solely for their benefit, shall be borne separately by each party. E ACH OF THE PARTIES HEREBY ACKNOWLEDGES THAT THIS PROVISION CONSTITUTES A WAIVER OF THEIR RIGHT TO COMMENCE A LAWSUIT IN ANY JURISDICTION WITH RESPECT TO THE MATTERS WHICH ARE REQUIRED TO BE SETTLED BY ARBITRATION AS PROVIDED IN THIS S ECTION 8.

9. M ISCELLANEOUS P ROVISIONS .

 

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9.1 Binding Effect; Delegation of Duties Prohibited; Survival . This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs and legal representatives, including any entity with which the Company may merge or consolidate, or to which all or substantially all of its assets may be transferred, provided, the Company may assign this Agreement to any affiliate, but no such assignment shall relieve the Company of its obligations hereunder. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. The duties and covenants of Executive under this Agreement, being personal, may not be delegated, but the Executive’s rights to compensation and benefits provided hereunder may be transferred only by will or operation of law. Except as otherwise set forth in this Agreement, to the extent necessary to carry out the intentions of the parties hereunder the respective rights and obligations of the parties hereunder shall survive any termination of the Executive’s employment.

9.2 Amendment; Waiver . This Agreement may be amended, modified or superseded only by a written instrument that expressly refers to this Agreement and that is signed by all of the parties to this Agreement. No party shall be deemed to have waived compliance by another party of any provision of this Agreement unless such waiver is contained in a written instrument signed by the waiving party and no waiver that may be given by a party will be applicable except in the specific instance for which it is given. The failure of any party to enforce at any time any of the provisions of this Agreement or to exercise any right or option contained in this Agreement or to require at any time performance of any of the provisions of this Agreement, by any of the other parties shall not be construed to be a waiver of such provisions and shall not affect the validity of this Agreement or any of its provisions or the right of such party thereafter to enforce each provision of this Agreement. No course of dealing shall operate as a waiver or modification of any provision of this Agreement or otherwise prejudice such party’s rights, powers and remedies.

9.3 Entire Agreement . This Agreement embodies the entire agreement and understanding of the parties related to the subject matter and supersedes all prior proposals, understandings, agreements, correspondence, arrangements and contemporaneous oral agreements relating to the subject matter of this Agreement, including without limitation, the Original Agreement. No representation, promise, inducement or statement of intention has been made by any party which has not been embodied in this Agreement. In the event of any inconsistency between any provision of this Agreement and any provision of any plan, employee handbook, personnel manual, program, policy, arrangement or agreement of the Company or any of its affiliates (“Company Documents”), the provisions of this Agreement shall control; provided, however, to the extent any Company Document provides for additional benefits to be afforded the Executive, such additional benefits will also be provided to the Executive in accordance with the terms of such Company Document.

 

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9.4 Exemption from, or Compliance with, Section 409A . The payment of amounts and the provision of benefits under this Agreement are intended to be exempt from, or compliant with, Section 409A of the Internal Revenue Code. Accordingly, the payment of any amount under this Agreement subject to Section 409A shall be made in strict compliance with the provisions hereof, and no such amounts payable hereunder may be accelerated or deferred beyond the periods provided herein. This Agreement shall be performed and construed in a manner that is consistent with the foregoing intention.

9.5 Governing Law . This Agreement shall be governed by, and shall be construed, performed and enforced in accordance with, its express terms, and otherwise in accordance with the laws of State of Ohio, applicable to contracts to be wholly performed within such state without giving effect to any conflict of law, rule or principle of such state.

9.6 Headings; Section References; Construction . Section headings or captions contained in this Agreement are inserted only as a matter of convenience and reference and in no way define, limit, extend or describe the scope of this Agreement, or the intent of any provision hereof. All references herein to Sections shall refer to Sections of this Agreement unless the context clearly otherwise requires. Unless the context clearly states otherwise, the use of the singular or plural in this Agreement shall include the other and the use of any gender shall include all others. The parties have participated jointly in the negotiation and drafting of this Agreement. If any ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

9.7 Notices . All notices, requests, consents, approvals, waivers, demands and other communications required or permitted to be given or made under this Agreement shall be in writing and shall be deemed delivered to the parties (a) on the date of personal delivery against a written receipt, or (b) on the first business day following the date of delivery to a nationally recognized overnight courier service, or (c) on the third business day following the date of deposit in the United States Mail, postage prepaid, by certified mail, in each case addressed as follows, or to such other address, person or entity as any party may designate by notice to the others in accordance herewith:

To Executive to the residence of the Executive as reflected in the Company’s books and records.

To Company:

Multi-Color Corporation

4053 Clough Woods Drive

Batavia, OH 45103

Attention: Chief Executive Officer

with a copy to:

Keating Muething & Klekamp PLL

One East Fourth Street, Suite 1400

Cincinnati, OH 45202

 

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Attention: Michael J. Moeddel

9.8 Policies, Regulations and Guidelines for Executives . The Company may, from time to time, issue policies, rules, regulations, guidelines, procedures or other informational material, whether in the form of handbooks, memoranda or otherwise, relating to the Company’s Executives. Executive acknowledges and agrees that such materials are general guidelines for Executive’s information and shall not be construed to alter, modify or amend this Agreement for any purpose whatsoever.

9.9 Severability and Reformation of Provisions . If a court in any final, unappealable proceeding holds any provision of this Agreement or its application to any person or circumstance invalid, illegal or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it was held to be invalid, illegal or unenforceable, shall not be affected, and shall be valid, legal and enforceable to the fullest extent permitted by law, but only if and to the extent such enforcement would not materially and adversely frustrate the parties’ essential objectives as expressed in this Agreement. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties intend that the court add to this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be valid and enforceable, so as to effect the original intent of the parties to the greatest extent possible.

9.10 Taxes . The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

9.11 Full Settlement . In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment, except for the offset described in Section 7.1(d).

THIS AGREEMENT CONTAINS VERY IMPORTANT TERMS GOVERNING EXECUTIVE’S EMPLOYMENT WITH THE COMPANY. SECTION 5 CONTAINS PROVISIONS WHICH AFFECT EXECUTIVE’S ABILITY TO TAKE CERTAIN ACTIONS FOLLOWING THE TERMINATION OF EXECUTIVE’S EMPLOYMENT. EXECUTIVE SHOULD FEEL FREE TO SEEK ADVICE FROM HIS ATTORNEY REGARDING ANY MATTER RELATING TO THIS AGREEMENT. BY EXECUTING THIS AGREEMENT, EXECUTIVE IS AFFIRMING THAT THE EXECUTIVE HAD THE OPPORTUNITY TO REVIEW THIS AGREEMENT AND TO CONSULT WITH HIS ATTORNEY, THAT EXECUTIVE UNDERSTANDS THE MEANING AND SIGNIFICANCE OF ALL OF ITS PROVISIONS, THAT NO REPRESENTATIONS OR PROMISES HAVE BEEN MADE TO EXECUTIVE REGARDING HIS EMPLOYMENT WHICH ARE NOT SET FORTH IN THIS AGREEMENT, AND THAT EXECUTIVE IS FREELY SIGNING THIS AGREEMENT TO CONTINUE HIS EMPLOYMENT WITH THE COMPANY.

 

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[R EMAINDER OF P AGE I NTENTIONALLY L EFT B LANK - S IGNATURE P AGE TO F OLLOW ]

 

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I N W ITNESS W HEREOF , the parties have entered into this Agreement effective as of the date first written above.

 

M ULTI -C OLOR C ORPORATION
By:  

/s/ Thomas Mohr

Title:   Chairman, Compensation & Organization Development Committee
Date:   January 23, 2016
W ITNESS :  

/ S / L ESHA S PAHR

/s/ Nigel A. Vinecombe

N IGEL A. V INECOMBE
Date:   December 29, 2015
W ITNESS :  

/ S / L ESHA S PAHR

[Signature Page to Vinecombe Employment Agreement]

 

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Exhibit 10.2

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

BETWEEN

MULTI-COLOR CORPORATION

AND

VADIS RODATO

Effective as of January 1, 2016


TABLE OF CONTENTS

 

     Page  

1. Employment

     1   

2. Term of Agreement

     1   

3. Scope of Employment; Location

     1   

4. Compensation

     2   

4.1 Base Salary

     2   

4.2 Bonus

     2   

4.3 Restricted Stock Grant; Stock Option and Restricted Stock Awards.

     2   

4.4 Retirement Plan

     2   

4.5 Welfare and Other Benefit Plans

     2   

4.6 Expenses

     3   

4.7 Automobile Allowance

     3   

4.8 Vacation

     3   

4.9 Indemnity

     3   

5. Confidentiality, Non-Competition and Other Covenants

     3   

5.1 Non-Disclosure of Confidential Materials, Information and Intellectual Property

     3   

5.2 Non-Solicitation of the Company’s Employees

     4   

5.3 Covenant Against Unfair Competition

     4   

5.4 Return of Confidential Materials and Information

     4   

5.5 Irreparable Harm

     4   

5.6 Cumulative Remedies; Enforceability

     5   

5.7 Reasonableness of Scope and Duration

     5   

5.8 Future Employer

     5   

5.9 Time Periods

     5   

6. Termination of Employment

     6   

6.1 Termination

     6   

6.2 Date of Termination

     8   

6.3 Notice of Termination

     9   

7. Obligations of the Company Upon Termination.

     9   

7.1 Termination for Other Than Cause and Executive’s Death or Disability; and for Good Reason

     9   

7.2 Termination for Cause; or Other Than for Good Reason

     11   


TABLE OF CONTENTS

(continued)

 

     Page  

7.3 Termination Due to Executive’s Death

     11   

7.4 Termination Due to Executive’s Disability

     12   

8. Arbitration

     13   

9. Miscellaneous Provisions

     13   

9.1 Binding Effect; Delegation of Duties Prohibited; Survival

     13   

9.2 Amendment; Waiver

     13   

9.3 Entire Agreement

     14   

9.4 Exemption from, or Compliance with, Section 409A

     14   

9.5 Governing Law

     14   

9.6 Headings; Section References; Construction

     14   

9.7 Notices

     14   

9.8 Policies, Regulations and Guidelines for Executives

     15   

9.9 Severability and Reformation of Provisions

     15   

9.10 Taxes

     15   

9.11 Full Settlement

     15   


AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (“Agreement”) is made effective the 1 st day of January, 2016 by and between Multi-Color Corporation, an Ohio corporation (“Company”), and Vadis Rodato, an individual (“Executive”).

R ECITALS :

A. Executive currently serves as Chief Operating Officer – Wine and Spirits of the Company pursuant to an Employment Agreement dated April 1, 2014 between the Company and the Executive (the “Original Agreement”).

B. Company desires to appoint the Executive as its President and Chief Executive Officer, and Executive desires to serve in such role for the Company.

C. The parties hereto desire to set forth amended and restated terms and conditions of the employment relationship between the Executive and the Company by amending and restated the Original Agreement.

A GREEMENT :

N OW , T HEREFORE , the parties hereby agree as follows:

1. E MPLOYMENT . The Company hereby employs Executive for the “Term” (as defined in Section 2), and Executive accepts employment by the Company and agrees to serve the Company during the Term, upon the terms and conditions hereinafter set forth.

2. T ERM OF A GREEMENT . This Agreement shall commence on January 1, 2016 and shall continue until terminated in accordance with this Agreement. This Agreement shall be terminable at will, at any time, by either party, with or without cause, subject to the provisions set forth in Section 5, below. Unless otherwise expressly provided herein, upon the termination of Executive’s employment, the Company shall pay Executive his salary earned through the Termination Date, Executive shall be entitled to all benefits accrued or vested through the Termination Date pursuant to all fringe benefit plans set forth in this Agreement, and the Company shall not be obligated to pay, and Executive shall not be entitled to receive, any other compensation, payments or consideration of any kind or nature. The “Term” shall refer to the period of time during which the Executive is employed pursuant to this Agreement.

3. S COPE OF E MPLOYMENT ; L OCATION . During the Term of this Agreement, Executive shall serve as President and Chief Executive Officer of the Company and agrees to devote his full attention and time to the business and affairs of the Company as may be assigned by the Company’s Board of Directors (“Board”) and to use the Executive’s best efforts to perform such responsibilities in a professional manner. Executive shall have all authority, duties and responsibilities customarily exercised by an individual serving as President and Chief Executive Officer in a corporation of the size and nature of the Company and such other authority, duties and responsibilities as are delegated to him by the Board from time to time. Notwithstanding the foregoing, it shall not be a violation of this Agreement for the Executive to (A) serve on


corporate, trade association, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (C) manage personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. During the Term of this Agreement, Executive shall principally perform his duties at the Company’s headquarters’ office located in Batavia, Ohio, except in the event Executive agrees in writing to another location. Subject to election by the shareholders, Executive shall also serve as a member of the Board during the Term of this Agreement.

4. C OMPENSATION .

4.1 Base Salary . During the Term of this Agreement, the Executive shall receive an Annual Base Salary. Executive’s beginning Annual Base Salary shall be Six Hundred Thousand Dollars (U.S.$600,000). The Annual Base Salary shall be reviewed by the Compensation Committee of the Board annually based upon Executive’s performance, pertinent salary survey information and such other information as the Compensation Committee deems appropriate, but may not be adjusted downward without the Executive’s written consent. After any such adjustment, the term “Annual Base Salary” as used in this Agreement shall thereafter refer to such amount as adjusted. The Annual Base Salary shall be paid no less frequently than in equal bi-weekly installments.

4.2 Bonus . During the Term of this Agreement, Executive will continue to be eligible to participate in the Management Incentive Compensation Program, subject to the terms and conditions as specified in the plan. The incentive compensation program is based on meeting certain financial targets as established by, and in the sole discretion of, the Board or by the Compensation Committee of the Board on an annual basis. The bonus target, as a percent of Annual Base Salary, is 75%, with a bonus range between 37.5% and 112.5% of Annual Base Salary. If financial targets are met between the minimum, target and maximum brackets, the payout is calculated on a prorated basis between the two brackets that apply. Executive shall be paid his Bonus when other executives of the Company are paid their annual bonuses, but in no event beyond the last day on which such payment would qualify as a short-term deferral under Treasury Regulation § 1.409A 1(b)(4).

4.3 Restricted Stock Grant; Stock Option and Restricted Stock Awards. During the Term of this Agreement, Executive may receive restricted stock or stock option awards, as determined and subject to the terms set by the Board or its committees from time to time.

4.4 Retirement Plan . During the Term of this Agreement, the Executive shall be eligible to participate in all savings and retirement plans, practices, policies and programs to the extent applicable generally to other executives of the Company, including, without limitation, 401(k) retirement savings, or any other supplemental retirement compensation plans.

4.5 Welfare and Other Benefit Plans . During the Term of this Agreement, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all other benefits (except for those benefits which have otherwise been provided to Executive herein) under welfare, fringe, incentive and other similar benefit plans, practices, policies and programs provided by the Company (including, without limitation, medical, prescription drug, dental, disability, employee life, group life, accidental death and travel

 

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accident insurance plans and programs) to the extent applicable generally to other executives of the Company.

4.6 Expenses . During the Term of this Agreement, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive and documented as required by regulations of the Internal Revenue Service and policies of the Company.

4.7 Automobile Allowance . During the Term of this Agreement, the Executive shall be paid each month an automobile allowance of Seven Hundred Fifty Dollars ($750.00).

4.8 Vacation . During the Term of this Agreement, the Executive shall be entitled to earn and use vacation pursuant to the Company’s vacation policy as in effect from time to time for executives of the Company.

4.9 Indemnity . The Executive shall be indemnified and held harmless by the Company against claims arising in connection with the Executive’s status as an employee, officer, director or agent of the Company or any of its subsidiaries or affiliates. Such indemnification shall be established to the level of the greatest indemnification permitted by Ohio law for corporate employees, officers or directors, and such indemnification shall continue as to the Executive even if he has ceased to be an employee, officer, director or agent of the Company or other entity and shall inure to the benefit of the Executive’s heirs and legal representatives. In furtherance of this protection, during the Executive’s employment and for a period of at least six years thereafter, the Company shall continue to provide officers’ and directors’ liability insurance covering Executive in at least the amount of coverage provided in fiscal 2015 for such purposes and in any event provide at least as much coverage for the Executive as the Company provides for its other executives or directors of the Company. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses or contribution that the Executive (or his heirs and legal representatives) would otherwise have (including, without limitation, by agreement or under applicable law).

5. C ONFIDENTIALITY , N ON - COMPETITION AND O THER C OVENANTS . In consideration of Company’s employment of Executive, Executive does covenant and agree with the Company as follows:

5.1 Non-Disclosure of Confidential Materials, Information and Intellectual Property . The Executive acknowledges that as a leader in the highly-competitive businesses of printing labels, including but not limited to, inmold, pressure sensitive, heat transfer, cut and stack and shrink sleeve label technologies, the Company has developed, acquired and implemented confidential intellectual property, materials and information, proprietary strategies and programs, which it has taken steps to protect as trade secrets (as defined in Ohio’s Uniform Trade Secrets Act, O HIO R EV . C ODE §§ 1333.61 - 1333.69) and which include copyrighted materials, patent materials, expansion plans, market research, sales systems, marketing programs, product development strategies, budgets, pricing and cost strategies, identity and requirements of accounts, and other non-public proprietary information regarding customers and the employees of the Company or of its customers or non public proprietary information regarding the Company’s business or the business of the Company’s customers (collectively “Confidential

 

3


Materials and Information”). In performing duties for the Company, the Executive regularly will be exposed to and work with the Company’s Confidential Materials and Information. The Executive acknowledges that such Confidential Materials and Information are critical to the Company’s success and that the Company has invested substantial money in developing the Company’s Confidential Materials and Information. While the Executive is employed by the Company, and after such employment ends for any reason, the Executive will not reproduce, publish, disclose, use, reveal, show, or otherwise communicate to any person or entity any Confidential Materials and Information of the Company unless specifically assigned or directed by the Company to do so or unless it shall have become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). The covenant in this Section 5.1 has no temporal, geographical or territorial restriction or limitation, and it applies wherever the Executive may be located.

5.2 Non-Solicitation of the Company’s Employees . For a period of twenty-four (24) months after the termination of his employment, the Executive will not actively solicit, either directly or indirectly through any third person, any other employee of the Company to terminate his or her employment with the Company without the written consent of the Chairman of the Board.

5.3 Covenant Against Unfair Competition . While the Executive is employed by the Company, and for twelve (12) months after Executive’s employment ends for any reason, the Executive will not, either directly or indirectly: (a) work for any individual or entity, or own, control, or invest in any entity, that provides similar services as the Company or is a competitor of the Company and its businesses; or (b) call on, solicit or communicate with any of the Company’s customers or prospects for the purpose of obtaining such customer’s or prospect’s business in violation of the restrictions on competition contained in clause (a) of this Section 5.3, other than for the benefit of the Company. As used in this Agreement, the term “customer” means a business entity (including representatives of such business entity) to which the Company provided goods or services at any time in the prior twenty-four (24) months before the termination or expiration of this Agreement, and the term “prospect” means a business entity (including representatives of such business entity) to which, at any time in the previous twenty-four (24) months before the termination or expiration of this Agreement, the Company made a written proposal for providing goods or services. Ownership, for personal investment purposes only, of not in excess of two percent (2%) of the voting stock of any publicly held corporation, shall not constitute a violation hereof.

5.4 Return of Confidential Materials and Information . The Executive agrees that whenever the Executive’s employment with the Company ends for any reason, all documents, including information stored in electronic format, containing or referring to the Company’s Confidential Materials and Information that may be in the Executive’s possession, or over which the Executive may have control, will be delivered by the Executive to the Company immediately, with no request being required.

5.5 Irreparable Harm . The Executive agrees that a breach of any covenant in this Section 5 will cause the Company irreparable injury and damage for which the Company has no adequate monetary remedy, and the Executive further agrees that if the Company claims a breach of any such covenant, the Company will be entitled to seek an immediate restraining order and injunction to prevent such violation or continued violation.

 

4


5.6 Cumulative Remedies; Enforceability .

(a) In the event of Executive’s breach or threatened breach of the covenants set forth in this Section 5, the parties acknowledge that the Company will suffer irreparable harm and the Company will be entitled to an injunction restraining Executive from committing such breach. Executive affirmatively waives any requirement that the Company post any bond, demonstrate the likelihood of irreparable harm to the Company, or demonstrate that any actual damages will be suffered by the Company or any other entity seeking enforcement hereof as a result of Executive’s breach of any of the covenants set forth in this Section 5.

(b) The covenants and agreements contained in this Section 5 will be construed as independent of each other, and the existence of any claim or cause of action by Executive against the Company, whether predicated on this Agreement or otherwise, will not constitute a defense to the Company’s enforcement of such covenants, and they shall be construed as separate covenants and agreements. If any court shall finally determine that the restraints provided for in any such covenants and agreements exceed the maximum area, activity or time such court deems reasonable and enforceable, said area, activity or time shall be deemed to become and thereafter shall be the maximum area, activity or time which such court deems reasonable and enforceable, and such covenants and agreements shall be enforced as to such reduced area, activity or time.

(c) Nothing herein contained will be construed as prohibiting the Company from pursuing any other remedies available to it at law or in equity for such breach or threatened breach, including the recovery of money damages.

5.7 Reasonableness of Scope and Duration . Executive acknowledges that the restrictions contained in this Section 5 are reasonable and necessary to protect the legitimate interests of the Company and that the Company would not have entered into this Agreement in the absence of such restrictions. Executive understands and agrees that the covenants and agreements contained in this Section 5 are, taken as a whole, reasonable in connection with the activities covered, their geographic scope and duration. Executive understands that the provisions of this Agreement have been carefully designed to restrict Executive’s activities to the minimum extent which is consistent with the Company’s requirements. Executive has carefully considered these restrictions, and Executive confirms that they will not unduly restrict Executive’s ability to obtain a livelihood.

5.8 Future Employer . If applicable, Executive shall inform any prospective or future employer of all of the restrictive covenants and agreements contained in this Agreement, and provide such employer with a copy of such provisions, prior to the commencement of that employment.

5.9 Time Periods . All time periods set forth in this Section 5 shall be extended by the duration of any period during which Executive is in violation of any provision of this Section 5.

 

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6. T ERMINATION OF E MPLOYMENT

6.1 Termination . Executive’s employment with the Company shall terminate upon the occurrence of the first of the following events:

(a) Death . Upon the death of Executive.

(b) Disability . If the Disability of the Executive has occurred during the Executive’s employment, the Company may give written notice to the Executive in accordance with this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the Disability Commencement Date. As used in this Agreement, “Disability” shall mean that the Executive, (i) in the opinion of a physician, is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company, or (iii) is determined to be totally disabled by the Social Security Administration, or (iv) is determined to be disabled in accordance with a disability insurance program, provided that the definition of disability applied under such disability insurance program complies with the requirements of (i) or (ii) above. Additionally, as used in this Agreement, “Disability Commencement Date” shall be the thirtieth (30 th ) day after notice is received by Executive pursuant to this Section 6.1(b) that he is under a Disability, provided that, within the thirty (30) days after such receipt, the Executive shall not have returned to perform his duties hereunder.

(c) Cause . The Company terminates the Executive for Cause or for any reason other than for Cause. As used in this Agreement, “Cause” with respect to Executive’s termination from employment, shall mean any of the following:

(1) the Executive’s failure to cure the Executive’s material breach of this Agreement or any Company policy, regulation or guideline;

(2) the Executive’s appropriation of a material business opportunity of the Company, including securing any material personal profit in connection with any transaction entered into on behalf of the Company. This provision shall not include opportunities communicated by the Executive to the Company which were rejected or on which the Company took no timely action;

(3) the Executive’s misappropriation of any of the Company’s funds or property;

(4) the Executive’s conviction of or entering of a guilty plea or a plea of no contest with respect to, a felony, or

 

6


any other crime which materially and adversely affects the business of the Company or Executive’s ability to carry out his duties hereunder and with respect to which imprisonment for a term in excess of six (6) months is a possible punishment;

(5) the Executive’s conduct, or lack thereof, which results in material economic damage to the Company or its reputation. It is expressly understood that if Executive’s good faith belief was that his conduct or lack thereof was in, or not opposed to, the best interest of the Company, then “Cause” shall not be satisfied hereunder; or

(6) in the event there is a Change in Control (as used in this Agreement, a “Change in Control” shall have the meaning ascribed thereto in the Company’s 2012 Stock Incentive Plan as in effect on the date this Agreement becomes effective), for a period of twelve (12) months following the date of such Change in Control, the term “Cause” shall not include items (1) through (5) above and shall only mean the following:

(A) the Executive materially violates any Company policy, regulation or guideline which Executive fails to cure within sixty (60) days following written notice of such violation by the Company to the Executive; or

(B) the Executive’s conviction or entering of a guilty plea or a plea of no contest with respect to fraudulent or illegal activities which are materially injurious to the Company, monetarily or otherwise.

No termination of the Executive’s employment hereunder by the Company for Cause shall be effective as a termination for Cause unless the provisions of this paragraph shall first have been complied with. The Executive shall be given a Notice of Termination by the Board. The Executive shall have sixty (60) days after receipt of such notice to cure such alleged violation. If he fails to cure such alleged violation within such sixty (60)-day period, the Executive shall then be entitled to a hearing before the Board. If after such hearing, the Board gives a second Notice of Termination to the Executive confirming that a majority of the members of the Board that are not then employed as employees of the Company voted after the hearing to terminate him for Cause, the Executive’s employment shall thereupon be terminated for Cause.

(d) Good Reason . The Executive terminates employment for Good Reason within two (2) years following the initial existence of the condition constituting Good Reason. As used in this Agreement, “Good Reason” with respect to the termination from employment of Executive shall mean any of the following:

(1) the Company’s material breach of this Agreement;

 

7


(2) the Company materially altering or materially impairing the Executive’s authority, duties or responsibilities without his written consent;

(3) the failure of Executive to be re-elected to the Board;

(4) any reduction in Executive’s then current Annual Base Salary, reduction in Executive’s target Bonus opportunity to a level below 75% of the then current Annual Base Salary, or material diminution of benefits provided under Company plans which are applicable to Executive without his written consent;

(5) the Company requiring the Executive to be based at any office or location other than Batavia, Ohio (or other agreed upon location) without the Executive’s prior written consent; or

(6) in the event there is a Change in Control, for a period of twelve (12) months following the date of such Change in Control, the term “Good Reason” shall include, in addition to items (1) through (6) above, the following:

(A) (i) the assignment to the Executive of any duties inconsistent in any material adverse respect with the Executive’s position, authority or responsibilities, or (ii) any other material adverse change in such position, including title, authority or responsibilities in each case without the prior written consent of Executive; or

(B) failure of the Company to obtain the assumption in writing of its obligations under this Agreement by any successor to all or substantially all of the business or assets of the Company no later than the closing of such transaction, unless such assumption occurs by operation of law.

No termination of the Executive’s employment hereunder by the Executive for Good Reason shall be effective as a termination for Good Reason unless the provisions of this paragraph shall first have been complied with. The Board shall be given a Notice of Termination by the Executive within ninety (90) days of the initial existence of the violation. The Company shall have sixty (60) days after receipt of the Notice of Termination to fully cure such alleged violation.

6.2 Date of Termination . As used in this Agreement, “Date of Termination” means: (i) if the Executive’s employment is terminated by the Company for Cause, the Date of Termination shall be the date on which the Executive receives the Notice of Termination described in Section 6.1(c) that a majority of the members of the Board that are not then employees of the Company voted after the hearing to terminate him for Cause; (ii) if the Executive’s employment is terminated by the Executive for Good Reason, the Date of Termination shall be the date on which the Notice of Termination is received by the Company,

 

8


or such later date as may be specified therein, unless the Company has fully cured all grounds for such termination within sixty (60) days after the Executive gives such notice; (iii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination; (vi) if the Executive’s employment is terminated by the Executive for other than Good Reason, the Date of Termination shall be the date on which the Company receives the Notice of Termination; and (v) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Commencement Date.

6.3 Notice of Termination . As used in this Agreement, “Notice of Termination” shall mean a written notice which: (i) indicates the specific termination provision in this Agreement relied upon; (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated; and (iii) if the Date of Termination is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty (30) days after the giving of such notice).

7. O BLIGATIONS OF THE C OMPANY U PON T ERMINATION .

7.1 Termination for Other Than Cause and Executive’s Death or Disability; and for Good Reason . If the Executive’s employment is terminated (i) by Company for any reason other than for Cause; (ii) as a result of Executive’s death or Disability; or (iii) by the Executive for Good Reason:

(a) The Company shall pay, or commence to be paid, as applicable, to the Executive within thirty (30) days after the Date of Termination Executive’s Annual Base Salary through the Date of Termination to the extent not previously paid, in a single lump sum in cash;

(b) The Company shall pay, or commence to be paid, as applicable, to the Executive any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable;

(c) The Company shall pay an amount, paid in accordance with the Company’s regular payroll processing cycle, commencing on the next payroll date after the Executive’s Date of Termination, equal to one times the Executive’s Annual Base Salary. Notwithstanding the foregoing provisions of this Subsection (c), to the extent the amounts payable under this Subsection do not exceed the Separation Pay Exemption Amount (defined below), such amounts shall be paid in accordance with the foregoing provisions of this Subsection (c). The amount payable that is in excess of the Separation Pay Exemption Amount shall be paid as follows: (i) no portion of the excess amount may be paid, or commence to be paid, earlier than six (6) months after the date the Executive separates from service, and (ii) the installment payments that would have otherwise been paid during such six (6) month period shall be accumulated and paid on the first day of the seventh month following the date the Executive separates from service and the remaining installments shall be paid in accordance with the foregoing provisions of this Subsection (c). For purposes of this

 

9


Subsection (c), the term “Separation Pay Exemption Amount” means an amount equal to two (2) times the lesser of (x) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the Executive’s taxable year preceding the taxable year in which the Executive separates from service (adjusted for any increase during that year that was expected to continue indefinitely if the Executive had not separated from service); or (y) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which the Executive separates from service. In consideration of Executive’s receipt of severance benefits as described in this Section 7.1(c), Executive agrees, not later than 60 days following the Executive’s Date of Termination, to execute and deliver a separation agreement and release in form and substance reasonably satisfactory to the Company (the “Release”). If Executive fails to execute and deliver the Release, as required, the severance payments provided in this Section 7.1(c) shall cease;

(d) Except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each nonqualified stock option (including already vested nonqualified stock options) shall remain exercisable through the latest date upon which the nonqualified stock option could have expired by its original terms, and each incentive stock option (including already vested incentive stock options) shall remain exercisable for 90 days following the Date of Termination unless such stock option no longer qualifies as an incentive stock option as a result of such accelerated vesting and exercisability, in which case the portion of the such stock option that no longer qualifies shall remain exercisable through the latest date upon which the stock option could have expired by its original terms;

(e) For thirty (30) days after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide those benefits to the Executive and/or the Executive’s family that would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 4.4 of this Agreement if the Executive’s employment had not been terminated; provided, however, that the benefits shall be offset by any benefits provided by any subsequent employment of Executive (determined on a benefit-by-benefit basis). Executive agrees to describe all benefits which his subsequent employer has agreed to provide him, including any changes to such benefits during the thirty (30) day period described in this Subsection 7.1(e). To the extent any of the foregoing benefits are not exempt from the requirements of Section 409A of the Internal Revenue Code, the amount of expenses eligible for reimbursement (other than the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code (relating to medical reimbursement arrangements)), or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year;

(f) The Company shall reimburse the Executive for all reasonable out-of-pocket costs and expenses incurred by Executive to return Executive, his spouse, and their household goods to Australia, subject to the policies and procedures of the Company as are adopted from time to time; and

 

10


(g) To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy, contract or agreement of the Company.

7.2 Termination for Cause; or Other Than for Good Reason . If the Executive’s employment is terminated (i) by the Company for Cause; or (ii) by the Executive without Good Reason, this Agreement shall terminate without further obligations to the Executive other than all of the following:

(a) The Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the Executive’s Annual Base Salary through the Date of Termination to the extent not previously paid.

(b) The Company shall pay, or commence to be paid, as applicable, to the Executive any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable.

(c) If the Executive terminates employment without Good Reason through a plan of retirement acceptable to the Company, which will not be unreasonably withheld, except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each nonqualified stock option (including already vested nonqualified stock options) shall remain exercisable through the latest date upon which the nonqualified stock option could have expired by its original terms, and each incentive stock option (including already vested incentive stock options) shall remain exercisable for 90 days following the Date of Termination unless such stock option no longer qualifies as an incentive stock option as a result of such accelerated vesting and exercisability, in which case the portion of the such stock option that no longer qualifies shall remain exercisable through the latest date upon which the stock option could have expired by its original terms;

(d) The Company shall reimburse the Executive for all reasonable out-of-pocket costs expenses incurred by Executive to return Executive, his spouse, and their household goods to Australia, subject to the policies and procedures of the Company as are adopted from time to time; and

(e) To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company.

7.3 Termination Due to Executive’s Death . If the Executive’s employment is terminated by reason of the Executive’s death, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than all of the following:

 

11


(a) The Company shall pay to the Executive’s legal representative in a lump sum in cash within 30 days after the Date of Termination the aggregate of Executive’s Annual Base Salary through the Date of Termination to the extent not previously paid.

(b) The Company shall pay, or commence to be paid, as applicable, to the Executive’s legal representative any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable.

(c) Except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each stock option (including already vested stock options) shall remain exercisable by Executive’s legal representative for 12 months following the Date of Termination (but in no event beyond the latest date upon which the stock option could have expired by its original terms);

(d) For thirty (30) days after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide those benefits to the Executive’s family that would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 4.4 of this Agreement if the Executive’s employment had not been terminated. To the extent any of the foregoing benefits are not exempt from the requirements of Section 409A of the Internal Revenue Code, the amount of expenses eligible for reimbursement (other than the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code (relating to medical reimbursement arrangements)), or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year;

(e) To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive’s applicable beneficiaries any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company; and

(f) Any other death benefits then in effect for Company employees or executives and their beneficiaries.

7.4 Termination Due to Executive’s Disability . If the Executive’s employment is terminated by reason of the Executive’s Disability, the Company shall have all of the obligations set forth in the preceding Section 7.3 except that (i) any reference in Section 7.3(a), (b) and (c) to the “Executive’s legal representative” shall refer to the “Executive,” (ii) the reference in Section 7.3(d) to the “Executive’s family” shall refer to the “Executive and/or the Executive’s family,” (iii) the reference in Section 7.3(e) to the “Executive’s applicable beneficiary” shall refer to the “Executive” and (iv) Section 7.3(f) shall read: “Any other long-term disability benefits then in effect for Company employees or executives and their beneficiaries.”

 

12


8. A RBITRATION . Except as provided in Section 5 or a party’s right to seek injunctive or other equitable relief, if any dispute shall arise between the Executive and the Company in any way connected to or arising from this Agreement, the dispute shall be exclusively determined, and the dispute shall be settled, by arbitration in accordance with the CPR Rules for Non-Administered Arbitration (or such other independent dispute resolution body to which the parties shall mutually agree) (“Arbitration Forum”). The arbitration shall be held in Cincinnati, Ohio before a single arbitrator, who shall be chosen from a panel of arbitrators selected by the Arbitration Forum. The decision of the arbitrator shall be final and binding upon the Executive and the Company and judgment upon such award may be entered in any court of competent jurisdiction. The costs of the arbitrator and of the arbitration shall be borne equally by each of the parties. The costs of each party’s counsel, accountants, etc., as well as any costs solely for their benefit, shall be borne separately by each party. E ACH OF THE PARTIES HEREBY ACKNOWLEDGES THAT THIS PROVISION CONSTITUTES A WAIVER OF THEIR RIGHT TO COMMENCE A LAWSUIT IN ANY JURISDICTION WITH RESPECT TO THE MATTERS WHICH ARE REQUIRED TO BE SETTLED BY ARBITRATION AS PROVIDED IN THIS S ECTION  8 .

9. M ISCELLANEOUS P ROVISIONS .

9.1 Binding Effect; Delegation of Duties Prohibited; Survival . This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs and legal representatives, including any entity with which the Company may merge or consolidate, or to which all or substantially all of its assets may be transferred, provided, the Company may assign this Agreement to any affiliate, but no such assignment shall relieve the Company of its obligations hereunder. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. The duties and covenants of Executive under this Agreement, being personal, may not be delegated, but the Executive’s rights to compensation and benefits provided hereunder may be transferred only by will or operation of law. Except as otherwise set forth in this Agreement, to the extent necessary to carry out the intentions of the parties hereunder the respective rights and obligations of the parties hereunder shall survive any termination of the Executive’s employment.

9.2 Amendment; Waiver . This Agreement may be amended, modified or superseded only by a written instrument that expressly refers to this Agreement and that is signed by all of the parties to this Agreement. No party shall be deemed to have waived compliance by another party of any provision of this Agreement unless such waiver is contained in a written instrument signed by the waiving party and no waiver that may be given by a party will be applicable except in the specific instance for which it is given. The failure of any party to enforce at any time any of the provisions of this Agreement or to exercise any right or option contained in this Agreement or to require at any time performance of any of the provisions of this Agreement, by any of the other parties shall not be construed to be a waiver of such provisions and shall not affect the validity of this Agreement or any of its provisions or the right

 

13


of such party thereafter to enforce each provision of this Agreement. No course of dealing shall operate as a waiver or modification of any provision of this Agreement or otherwise prejudice such party’s rights, powers and remedies.

9.3 Entire Agreement . This Agreement embodies the entire agreement and understanding of the parties related to the subject matter and supersedes all prior proposals, understandings, agreements, correspondence, arrangements and contemporaneous oral agreements relating to the subject matter of this Agreement, including without limitation, the Original Agreement. No representation, promise, inducement or statement of intention has been made by any party which has not been embodied in this Agreement. In the event of any inconsistency between any provision of this Agreement and any provision of any plan, employee handbook, personnel manual, program, policy, arrangement or agreement of the Company or any of its affiliates (“Company Documents”), the provisions of this Agreement shall control; provided, however, to the extent any Company Document provides for additional benefits to be afforded the Executive, such additional benefits will also be provided to the Executive in accordance with the terms of such Company Document.

9.4 Exemption from, or Compliance with, Section 409A . The payment of amounts and the provision of benefits under this Agreement are intended to be exempt from, or compliant with, Section 409A of the Internal Revenue Code. Accordingly, the payment of any amount under this Agreement subject to Section 409A shall be made in strict compliance with the provisions hereof, and no such amounts payable hereunder may be accelerated or deferred beyond the periods provided herein. This Agreement shall be performed and construed in a manner that is consistent with the foregoing intention.

9.5 Governing Law . This Agreement shall be governed by, and shall be construed, performed and enforced in accordance with, its express terms, and otherwise in accordance with the laws of State of Ohio, applicable to contracts to be wholly performed within such state without giving effect to any conflict of law, rule or principle of such state.

9.6 Headings; Section References; Construction . Section headings or captions contained in this Agreement are inserted only as a matter of convenience and reference and in no way define, limit, extend or describe the scope of this Agreement, or the intent of any provision hereof. All references herein to Sections shall refer to Sections of this Agreement unless the context clearly otherwise requires. Unless the context clearly states otherwise, the use of the singular or plural in this Agreement shall include the other and the use of any gender shall include all others. The parties have participated jointly in the negotiation and drafting of this Agreement. If any ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

9.7 Notices . All notices, requests, consents, approvals, waivers, demands and other communications required or permitted to be given or made under this Agreement shall be in writing and shall be deemed delivered to the parties (a) on the date of personal delivery against a written receipt, or (b) on the first business day following the date of delivery to a nationally recognized overnight courier service, or (c) on the third business day following the date of deposit in the United States Mail, postage prepaid, by certified mail, in each case addressed as

 

14


follows, or to such other address, person or entity as any party may designate by notice to the others in accordance herewith:

To Executive to the residence of the Executive as reflected in the Company’s books and records.

To Company:

Multi-Color Corporation

4053 Clough Woods Drive

Batavia, OH 45103

Attention: Chairman, Board of Directors

with a copy to:

Keating Muething & Klekamp PLL

One East Fourth Street, Suite 1400

Cincinnati, OH 45202

Attention: Michael J. Moeddel

9.8 Policies, Regulations and Guidelines for Executives . The Company may, from time to time, issue policies, rules, regulations, guidelines, procedures or other informational material, whether in the form of handbooks, memoranda or otherwise, relating to the Company’s Executives. Executive acknowledges and agrees that such materials are general guidelines for Executive’s information and shall not be construed to alter, modify or amend this Agreement for any purpose whatsoever.

9.9 Severability and Reformation of Provisions . If a court in any final, unappealable proceeding holds any provision of this Agreement or its application to any person or circumstance invalid, illegal or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it was held to be invalid, illegal or unenforceable, shall not be affected, and shall be valid, legal and enforceable to the fullest extent permitted by law, but only if and to the extent such enforcement would not materially and adversely frustrate the parties’ essential objectives as expressed in this Agreement. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties intend that the court add to this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be valid and enforceable, so as to effect the original intent of the parties to the greatest extent possible.

9.10 Taxes . The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

9.11 Full Settlement . In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment, except for the offset described in Section 7.1(e).

 

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THIS AGREEMENT CONTAINS VERY IMPORTANT TERMS GOVERNING EXECUTIVE’S EMPLOYMENT WITH THE COMPANY. SECTION 5 CONTAINS PROVISIONS WHICH AFFECT EXECUTIVE’S ABILITY TO TAKE CERTAIN ACTIONS FOLLOWING THE TERMINATION OF EXECUTIVE’S EMPLOYMENT. EXECUTIVE SHOULD FEEL FREE TO SEEK ADVICE FROM HIS ATTORNEY REGARDING ANY MATTER RELATING TO THIS AGREEMENT. BY EXECUTING THIS AGREEMENT, EXECUTIVE IS AFFIRMING THAT THE EXECUTIVE HAD THE OPPORTUNITY TO REVIEW THIS AGREEMENT AND TO CONSULT WITH HIS ATTORNEY, THAT EXECUTIVE UNDERSTANDS THE MEANING AND SIGNIFICANCE OF ALL OF ITS PROVISIONS, THAT NO REPRESENTATIONS OR PROMISES HAVE BEEN MADE TO EXECUTIVE REGARDING HIS EMPLOYMENT WHICH ARE NOT SET FORTH IN THIS AGREEMENT, AND THAT EXECUTIVE IS FREELY SIGNING THIS AGREEMENT TO CONTINUE HIS EMPLOYMENT WITH THE COMPANY.

[R EMAINDER OF P AGE I NTENTIONALLY L EFT B LANK - S IGNATURE P AGE TO F OLLOW ]

 

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I N W ITNESS W HEREOF , the parties have entered into this Amended and Restated Employment Agreement effective as of the date first written above.

 

M ULTI -C OLOR C ORPORATION
By:  

/s/ Nigel A. Vinecombe

Title:   Chief Executive Officer
Date:   December 28, 2015
W ITNESS :  

/ S / K AREN A. P OWELL

/s/ Vadis Rodato

V ADIS R ODATO
Date:   December 28, 2015
W ITNESS :  

/ S / K AREN A. P OWELL

[Signature Page to Rodato Employment Agreement]

 

17

Exhibit 10.3

EMPLOYMENT AGREEMENT

BETWEEN

MULTI-COLOR CORPORATION

AND

DAVID BUSE

Effective as of January 1, 2016


TABLE OF CONTENTS

 

     Page  

1. Employment

     1   

2. Term of Agreement

     1   

3. Scope of Employment; Location

     1   

4. Compensation

     2   

4.1 Base Salary

     2   

4.2 Bonus

     2   

4.3 Restricted Stock Grant; Stock Option and Restricted Stock Awards

     2   

4.5 Retirement Plan

     2   

4.6 Welfare and Other Benefit Plans

     2   

4.7 Expenses

     3   

4.8 Automobile Allowance

     3   

4.9 Vacation

     3   

4.10 Indemnity

     3   

5. Confidentiality, Non-competition and Other Covenants

     3   

5.1 Non-Disclosure of Confidential Materials, Information and Intellectual Property

     3   

5.2 Non-Solicitation of the Company’s Employees

     4   

5.3 Covenant Against Unfair Competition

     4   

5.4 Return of Confidential Materials and Information

     4   

5.5 Irreparable Harm

     4   

5.6 Cumulative Remedies; Enforceability

     4   

5.7 Reasonableness of Scope and Duration

     5   

5.8 Future Employer

     5   

5.9 Time Periods

     5   

6. Termination of Employment

     5   

6.1 Termination

     5   

6.2 Date of Termination

     8   

6.3 Notice of Termination

     9   

7. Obligations of the Company Upon Termination.

     9   

7.1 Termination for Other Than Cause and Executive’s Death or Disability; and for Good Reason

     9   

7.2 Termination for Cause; or Other Than for Good Reason

     10   


TABLE OF CONTENTS

(continued)

 

     Page  

7.3 Termination Due to Executive’s Death

     11   

7.4 Termination Due to Executive’s Disability

     12   

8. Arbitration

     12   

9. Miscellaneous Provisions

     13   

9.1 Binding Effect; Delegation of Duties Prohibited; Survival

     13   

9.2 Amendment; Waiver

     13   

9.3 Entire Agreement

     13   

9.4 Exemption from, or Compliance with, Section 409A

     14   

9.5 Governing Law

     14   

9.6 Headings; Section References; Construction

     14   

9.7 Notices

     14   

9.8 Policies, Regulations and Guidelines for Executives

     15   

9.9 Severability and Reformation of Provisions

     15   

9.10 Taxes

     15   

9.11 Full Settlement

     15   


EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is effective the 1 st day of January, 2016 by and between Multi-Color Corporation, an Ohio corporation (“Company”), and David Buse, an individual (“Executive”).

R ECITALS :

A. Company desires to retain the services of Executive as its Chief Operating Officer – Wine and Spirits, and Executive desires to render such services to the Company.

B. The parties hereto desire to set forth the terms and conditions of the employment relationship between the Executive and the Company.

A GREEMENT :

N OW , T HEREFORE , the parties hereby agree as follows:

1. E MPLOYMENT . The Company hereby employs Executive for the “Term” (as defined in Section 2), and Executive accepts employment by the Company and agrees to serve the Company during the Term, upon the terms and conditions hereinafter set forth.

2. T ERM OF A GREEMENT . This Agreement shall commence on January 1, 2016 and shall continue until terminated in accordance with this Agreement. This Agreement shall be terminable at will, at any time, by either party, with or without cause, subject to the provisions set forth in Section 5, below. Unless otherwise expressly provided herein, upon the termination of Employee’s employment, the Company shall pay Employee his salary earned through the Termination Date, Employee shall be entitled to all benefits accrued or vested through the Termination Date pursuant to all fringe benefit plans set forth in this Agreement, and the Company shall not be obligated to pay, and Employee shall not be entitled to receive, any other compensation, payments or consideration of any kind or nature. The “Term” shall refer to the period of time during which the Executive is employed pursuant to this Agreement.

3. S COPE OF E MPLOYMENT ; L OCATION . During the Term of this Agreement, Executive shall serve as Chief Operating Officer – Wine and Spirits of the Company and agrees to devote his full attention and time to the business and affairs of the Company as may be assigned by the Company’s Chief Executive Officer or the Board of Directors (“Board”) and to use the Executive’s best efforts to perform such responsibilities in a professional manner. Executive shall have all authority, duties and responsibilities customarily exercised by an individual serving as Chief Operating Officer – Wine and Spirits in a corporation of the size and nature of the Company and such other authority, duties and responsibilities as are delegated to him by the Board or the Company’s Chief Executive Officer from time to time. Notwithstanding the foregoing, it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, trade association, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (C) manage personal investments and affairs, so long as such activities do not significantly interfere with the performance of the


Executive’s responsibilities as an employee of the Company in accordance with this Agreement. During the Term of this Agreement, Executive shall principally perform his duties at the Company’s headquarters’ office located in Napa, California, except in the event Executive agrees in writing to another location.

4. C OMPENSATION .

4.1 Base Salary . During the Term of this Agreement, the Executive shall receive an Annual Base Salary. Executive’s beginning Annual Base Salary shall be Four Hundred Thousand Dollars (U.S.$400,000). The Annual Base Salary shall be evaluated and reviewed by the Compensation Committee of the Board annually. The Annual Base Salary shall be reviewed by the Compensation Committee of the Board annually based upon Executive’s performance, pertinent salary survey information and such other information as the Compensation Committee deems appropriate, but may not be adjusted downward without the Executive’s written consent. After any such adjustment, the term “Annual Base Salary” as used in this Agreement shall thereafter refer to such amount as adjusted. The Annual Base Salary shall be paid no less frequently than in equal bi-weekly installments.

4.2 Bonus . Beginning April 1, 2016 and continuing throughout the Term of this Agreement, Executive will continue to be eligible to participate in the Management Incentive Compensation Program, subject to the terms and conditions as specified in the plan. The incentive compensation program is based on meeting certain financial targets as established by, and in the sole discretion of, the Board or by the Compensation Committee of the Board on an annual basis. The bonus target, as a percent of base annual salary, is 50%, with a bonus range between 25% and 75% of salary. If financial targets are met between the minimum, target and maximum brackets, the payout is calculated on a prorated basis between the two brackets that apply. Executive shall be paid his Bonus when other executives of the Company are paid their annual bonuses, but in no event beyond the last day on which such payment would qualify as a short-term deferral under Treasury Regulation § 1.409A 1(b)(4).

4.3 Restricted Stock Grant; Stock Option and Restricted Stock Awards . During the Term of this Agreement, Executive may receive restricted stock or stock option awards, as determined by the Board or its committees from time to time.

4.5 Retirement Plan . During the Term of this Agreement, the Executive shall be eligible to participate in all savings and retirement plans, practices, policies and programs to the extent applicable generally to other executives of the Company, including, without limitation, 401(k) retirement savings, or any other supplemental retirement compensation plans.

4.6 Welfare and Other Benefit Plans . During the Term of this Agreement, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all other benefits (except for those benefits which have otherwise been provided to Executive herein) under welfare, fringe, incentive and other similar benefit plans, practices, policies and programs provided by the Company (including, without limitation, medical, prescription drug, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other executives of the Company.

 

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4.7 Expenses . During the Term of this Agreement, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive and documented as required by regulations of the Internal Revenue Service and policies of the Company.

4.8 Automobile Allowance . During the Term of this Agreement, the Executive shall be paid each month an automobile allowance of Five Hundred Dollars ($500.00).

4.9 Vacation . During the Term of this Agreement, the Executive shall be entitled to earn and use vacation pursuant to the Company’s vacation policy, and in conformance with applicable state law, as in effect from time to time for executives of the Company.

4.10 Indemnity . The Executive shall be indemnified and held harmless by the Company against claims arising in connection with the Executive’s status as an employee, officer, director or agent of the Company or any of its subsidiaries or affiliates. Such indemnification shall be established to the level of the greatest indemnification permitted by Ohio law for corporate employees, officers or directors, and such indemnification shall continue as to the Executive even if he has ceased to be an employee, officer, director or agent of the Company or other entity and shall inure to the benefit of the Executive’s heirs and legal representatives. In furtherance of this protection, during the Executive’s employment and for a period of at least six years thereafter, the Company shall continue to provide officers’ and directors’ liability insurance covering Executive in at least the amount of coverage in fiscal 2014 for such purposes and in any event provide at least as much coverage for the Executive as the Company provides for its other executives or directors of the Company. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses or contribution that the Executive (or his heirs and legal representatives) would otherwise have (including, without limitation, by agreement or under applicable law).

5. C ONFIDENTIALITY , N ON - COMPETITION AND O THER C OVENANTS . In consideration of Company’s employment of Executive, Executive does covenant and agree with the Company as follows:

5.1 Non-Disclosure of Confidential Materials, Information and Intellectual Property . The Executive acknowledges that as a leader in the highly-competitive businesses of printing labels, including but not limited to, inmold, pressure sensitive, heat transfer, cut and stack and shrink sleeve label technologies, the Company has developed, acquired and implemented confidential intellectual property, materials and information, proprietary strategies and programs, which it has taken steps to protect as trade secrets (as defined in Ohio’s Uniform Trade Secrets Act, O HIO R EV . C ODE §§ 1333.61 - 1333.69) and which include copyrighted materials, patent materials, expansion plans, market research, sales systems, marketing programs, product development strategies, budgets, pricing and cost strategies, identity and requirements of accounts, and other non-public proprietary information regarding customers and the employees of the Company or of its customers or non public proprietary information regarding the Company’s business or the business of the Company’s customers (collectively “Confidential Materials and Information”). In performing duties for the Company, the Executive regularly will be exposed to and work with the Company’s Confidential Materials and Information. The Executive acknowledges that such Confidential Materials and Information are critical to the Company’s success and that the Company has invested substantial money in developing the

 

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Company’s Confidential Materials and Information. While the Executive is employed by the Company, and after such employment ends for any reason, the Executive will not reproduce, publish, disclose, use, reveal, show, or otherwise communicate to any person or entity any Confidential Materials and Information of the Company unless specifically assigned or directed by the Company to do so or unless it shall have become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). The covenant in this Section 5.1 has no temporal, geographical or territorial restriction or limitation, and it applies wherever the Executive may be located.

5.2 Non-Solicitation of the Company’s Employees . For a period of twenty-four (24) months after the termination of his employment, the Executive will not actively solicit, either directly or indirectly through any third person, any other employee of the Company to terminate his or her employment with the Company without the written consent of the Chairman of the Board.

5.3 Covenant Against Unfair Competition . Employee recognizes that unauthorized use or disclosure of Confidential Material and Information by Executive would harm the Company. Executive further recognizes that the Company has a legitimate interest in preventing its employees from exploiting the customer relationships and goodwill developed at the Company’s expense and in its name. Therefore, while the Executive is employed by the Company, and for twelve (12) months after Executive’s employment ends for any reason, the Executive will not, either directly or indirectly call on, solicit or communicate with any of the Company’s customers or prospects for the purpose of obtaining such customer’s or prospect’s business. As used in this Agreement, the term “customer” means a business entity (including representatives of such business entity) to which the Company provided goods or services at any time in the prior twenty-four (24) months before the termination or expiration of this Agreement, and the term “prospect” means a business entity (including representatives of such business entity) to which, at any time in the previous twenty-four (24) months before the termination or expiration of this Agreement, the Company made a written proposal for providing goods or services.

5.4 Return of Confidential Materials and Information . The Executive agrees that whenever the Executive’s employment with the Company ends for any reason, all documents, including information stored in electronic format, containing or referring to the Company’s Confidential Materials and Information that may be in the Executive’s possession, or over which the Executive may have control, will be delivered by the Executive to the Company immediately, with no request being required.

5.5 Irreparable Harm . The Executive agrees that a breach of any covenant in this Section 5 will cause the Company irreparable injury and damage for which the Company has no adequate monetary remedy, and the Executive further agrees that if the Company claims a breach of any such covenant, the Company will be entitled to seek an immediate restraining order and injunction to prevent such violation or continued violation.

5.6 Cumulative Remedies; Enforceability .

(a) In the event of Executive’s breach or threatened breach of the covenants set forth in this Section 5, the parties acknowledge that the Company will suffer irreparable

 

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harm and the Company will be entitled to an injunction restraining Executive from committing such breach. Executive affirmatively waives any requirement that the Company post any bond, demonstrate the likelihood of irreparable harm to the Company, or demonstrate that any actual damages will be suffered by the Company or any other entity seeking enforcement hereof as a result of Executive’s breach of any of the covenants set forth in this Section 5.

(b) The covenants and agreements contained in this Section 5 will be construed as independent of each other, and the existence of any claim or cause of action by Executive against the Company, whether predicated on this Agreement or otherwise, will not constitute a defense to the Company’s enforcement of such covenants, and they shall be construed as separate covenants and agreements. If any court shall finally determine that the restraints provided for in any such covenants and agreements exceed the maximum area, activity or time such court deems reasonable and enforceable, said area, activity or time shall be deemed to become and thereafter shall be the maximum area, activity or time which such court deems reasonable and enforceable, and such covenants and agreements shall be enforced as to such reduced area, activity or time.

(c) Nothing herein contained will be construed as prohibiting the Company from pursuing any other remedies available to it at law or in equity for such breach or threatened breach, including the recovery of money damages.

5.7 Reasonableness of Scope and Duration . Executive acknowledges that the restrictions contained in this Section 5 are reasonable and necessary to protect the legitimate interests of the Company and that the Company would not have entered into this Agreement in the absence of such restrictions. Executive understands and agrees that the covenants and agreements contained in this Section 5 are, taken as a whole, reasonable in connection with the activities covered, their geographic scope and duration. Executive understands that the provisions of this Agreement have been carefully designed to restrict Executive’s activities to the minimum extent which is consistent with the Company’s requirements. Executive has carefully considered these restrictions, and Executive confirms that they will not unduly restrict Executive’s ability to obtain a livelihood.

5.8 Future Employer . If applicable, Executive shall inform any prospective or future employer of all of the restrictive covenants and agreements contained in this Agreement, and provide such employer with a copy of such provisions, prior to the commencement of that employment.

5.9 Time Periods . All time periods set forth in this Section 5 shall be extended by the duration of any period during which Executive is in violation of any provision of this Section 5.

6. T ERMINATION OF E MPLOYMENT

6.1 Termination . Executive’s employment with the Company shall terminate upon the occurrence of the first of the following events:

(a) Death . Upon the death of Executive.

 

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(b) Disability . If the Disability of the Executive has occurred during the Executive’s employment, the Company may give written notice to the Executive in accordance with this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the Disability Commencement Date. As used in this Agreement, “Disability” shall mean that the Executive, (i) in the opinion of a physician, is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company, or (iii) is determined to be totally disabled by the Social Security Administration, or (iv) is determined to be disabled in accordance with a disability insurance program, provided that the definition of disability applied under such disability insurance program complies with the requirements of (i) or (ii) above. Additionally, as used in this Agreement, “Disability Commencement Date” shall be the thirtieth (30 th ) day after notice is received by Executive pursuant to this Section 6.1(b) that he is under a Disability, provided that, within the thirty (30) days after such receipt, the Executive shall not have returned to perform his duties hereunder.

(c) Cause . The Company terminates the Executive for Cause or for any reason other than for Cause. As used in this Agreement, “Cause” with respect to Executive’s termination from employment, shall mean any of the following:

(1) the Executive’s failure to cure the Executive’s material breach of this Agreement or any Company policy, regulation or guideline;

(2) the Executive’s appropriation of a material business opportunity of the Company, including securing any material personal profit in connection with any transaction entered into on behalf of the Company. This provision shall not include opportunities communicated by the Executive to the Company which were rejected or on which the Company took no timely action;

(3) the Executive’s misappropriation of any of the Company’s funds or property;

(4) the Executive’s conviction of or entering of a guilty plea or a plea of no contest with respect to, a felony, or any other crime which materially and adversely affects the business of the Company or Executive’s ability to carry out his duties hereunder and with respect to which imprisonment for a term in excess of six (6) months is a possible punishment;

(5) the Executive’s conduct, or lack thereof, which results in material economic damage to the Company or

 

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its reputation. It is expressly understood that if Executive’s good faith belief was that his conduct or lack thereof was in, or not opposed to, the best interest of the Company, then “Cause” shall not be satisfied hereunder; or

(6) in the event there is a Change in Control (as used in this Agreement, a “Change in Control” shall have the meaning ascribed thereto in the Company’s 2012 Stock Incentive Plan as in effect on the date this Agreement becomes effective), for a period of twelve (12) months following the date of such Change in Control, the term “Cause” shall not include items (1) through (5) above and shall only mean the following:

(A) the Executive materially violates any Company policy, regulation or guideline which Executive fails to cure within sixty (60) days following written notice of such violation by the Company to the Executive; or

(B) the Executive’s conviction or entering of a guilty plea or a plea of no contest with respect to fraudulent or illegal activities which are materially injurious to the Company, monetarily or otherwise.

No termination of the Executive’s employment hereunder by the Company for Cause shall be effective as a termination for Cause unless the provisions of this paragraph shall first have been complied with. The Executive shall be given a Notice of Termination by the Board. The Executive shall have sixty (60) days after receipt of such notice to cure such alleged violation. If he fails to cure such alleged violation within such sixty (60)-day period, the Executive shall then be entitled to a hearing before the Board. If after such hearing, the Board gives a second Notice of Termination to the Executive confirming that a majority of the members of the Board that are not then employed as employees of the Company voted after the hearing to terminate him for Cause, the Executive’s employment shall thereupon be terminated for Cause.

(d) Good Reason . The Executive terminates employment for Good Reason within two (2) years following the initial existence of the condition constituting Good Reason or for any other reason (including without Good Reason). As used in this Agreement, “Good Reason” with respect to the termination from employment of Executive shall mean any of the following:

(1) the Company’s material breach of this Agreement;

(2) the Company materially altering or materially impairing the Executive’s authority, duties or responsibilities without his written consent;

(3) any reduction in Executive’s then current Annual Base Salary, reduction in Executive’s target Bonus

 

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opportunity to a level below fifty percent (50%) of the then current Annual Base Salary, or material diminution of benefits provided under Company plans which are applicable to Executive without his written consent;

(4) the Company requiring the Executive to be based at any office or location other than Napa, California (or other agreed upon location) without the Executive’s prior written consent; or

(5) in the event there is a Change in Control, for a period of twelve (12) months following the date of such Change in Control, the term “Good Reason” shall include, in addition to items (1) through (6) above, the following:

(A) (i) the assignment to the Executive of any duties inconsistent in any material adverse respect with the Executive’s position, authority or responsibilities, or (ii) any other material adverse change in such position, including title, authority or responsibilities in each case without the prior written consent of Executive; or

(B) failure of the Company to obtain the assumption in writing of its obligations under this Agreement by any successor to all or substantially all of the business or assets of the Company no later than the closing of such transaction, unless such assumption occurs by operation of law.

No termination of the Executive’s employment hereunder by the Executive for Good Reason shall be effective as a termination for Good Reason unless the provisions of this paragraph shall first have been complied with. The Board shall be given a Notice of Termination by the Executive within ninety (90) days of the initial existence of the violation. The Company shall have sixty (60) days after receipt of the Notice of Termination to fully cure such alleged violation.

6.2 Date of Termination . As used in this Agreement, “Date of Termination” means: (i) if the Executive’s employment is terminated by the Company for Cause, the Date of Termination shall be the date on which the Executive receives the Notice of Termination described in Section 6.1(c) that a majority of the members of the Board that are not then employees of the Company voted after the hearing to terminate him for Cause; (ii) if the Executive’s employment is terminated by the Executive for Good Reason, the Date of Termination shall be the date on which the Notice of Termination is received by the Company, or such later date as may be specified therein, unless the Company has fully cured all grounds for such termination within sixty (60) days after the Executive gives such notice; (iii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination; (vi) if the Executive’s employment is terminated by the Executive for other than Good Reason, the Date of Termination shall be the date on which the Company receives the Notice of Termination; and (v) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Commencement Date.

 

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6.3 Notice of Termination . As used in this Agreement, “Notice of Termination” shall mean a written notice which: (i) indicates the specific termination provision in this Agreement relied upon; (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated; and (iii) if the Date of Termination is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty (30) days after the giving of such notice).

7. O BLIGATIONS OF T HE C OMPANY U PON T ERMINATION .

7.1 Termination for Other Than Cause and Executive’s Death or Disability; and for Good Reason . If the Executive’s employment is terminated (i) by Company for any reason other than for Cause; (ii) as a result of Executive’s death or Disability; or (iii) by the Executive for Good Reason:

(a) The Company shall pay, or commence to be paid, as applicable, all accrued wages through the Date of Termination in compliance with state law;

(b) The Company shall pay, or commence to be paid, as applicable, to the Executive any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable;

(c) The Company shall pay an amount, paid in accordance with the Company’s regular payroll processing cycle, commencing on the next payroll date after the Executive’s Date of Termination, equal to one (1) times the Executive’s Annual Base Salary. Notwithstanding the foregoing provisions of this Subsection (c), to the extent the amounts payable under this Subsection do not exceed the Separation Pay Exemption Amount (defined below), such amounts shall be paid in accordance with the foregoing provisions of this Subsection (c). The amount payable that is in excess of the Separation Pay Exemption Amount shall be paid as follows: (i) no portion of the excess amount may be paid, or commence to be paid, earlier than six (6) months after the date the Executive separates from service, and (ii) the installment payments that would have otherwise been paid during such six (6) month period shall be accumulated and paid on the first day of the seventh month following the date the Employee separates from service and the remaining installments shall be paid in accordance with the foregoing provisions of this Subsection (c). For purposes of this Subsection (c), the term “Separation Pay Exemption Amount” means an amount equal to two (2) times the lesser of (x) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the Executive’s taxable year preceding the taxable year in which the Executive separates from service (adjusted for any increase during that year that was expected to continue indefinitely if the Executive had not separated from service); or (y) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which the Executive separates from service. In consideration of Executive’s receipt of severance benefits as described in this Section 7.1(c), Executive agrees, not later than 60 days following the Executive’s Date of Termination, to execute and deliver a separation agreement and release in form and substance reasonably satisfactory to the Company (the “Release”). If

 

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Executive fails to execute and deliver the Release, as required, the severance payments provided in this Section 7.1(c) shall cease;

(d) Except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each nonqualified stock option (including already vested nonqualified stock options) shall remain exercisable through the latest date upon which the nonqualified stock option could have expired by its original terms, and each incentive stock option (including already vested incentive stock options) shall remain exercisable for 90 days following the Date of Termination unless such stock option no longer qualifies as an incentive stock option as a result of such accelerated vesting and exercisability, in which case the portion of the such stock option that no longer qualifies shall remain exercisable through the latest date upon which the stock option could have expired by its original terms;

(e) For one (1) year after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide those benefits to the Executive and/or the Executive’s family that would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 4.4 of this Agreement if the Executive’s employment had not been terminated; provided, however, that the benefits shall be offset by any benefits provided by any subsequent employment of Executive (determined on a benefit-by-benefit basis). Executive agrees to describe all benefits which his subsequent employer has agreed to provide him, including any changes to such benefits during the one (1) year period described in this Subsection 7.1(e). To the extent any of the foregoing benefits are not exempt from the requirements of Section 409A of the Internal Revenue Code, the amount of expenses eligible for reimbursement (other than the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code (relating to medical reimbursement arrangements)), or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year;

(f) To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy, contract or agreement of the Company.

7.2 Termination for Cause; or Other Than for Good Reason . If the Executive’s employment is terminated (i) by the Company for Cause; or (ii) by the Executive without Good Reason, this Agreement shall terminate without further obligations to the Executive other than all of the following:

(a) The Company shall pay, or commence to be paid, as applicable, all accrued wages through the Date of Termination in compliance with state law.

(b) The Company shall pay, or commence to be paid, as applicable, to the Executive any compensation previously deferred by the Executive and any other non-qualified

 

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benefit plan balances to the extent not previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable.

(c) If the Executive terminates employment without Good Reason through a plan of retirement acceptable to the Company, which will not be unreasonably withheld, except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each nonqualified stock option (including already vested nonqualified stock options) shall remain exercisable through the latest date upon which the nonqualified stock option could have expired by its original terms, and each incentive stock option (including already vested incentive stock options) shall remain exercisable for 90 days following the Date of Termination unless such stock option no longer qualifies as an incentive stock option as a result of such accelerated vesting and exercisability, in which case the portion of the such stock option that no longer qualifies shall remain exercisable through the latest date upon which the stock option could have expired by its original terms; and

(d) To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company.

7.3 Termination Due to Executive’s Death . If the Executive’s employment is terminated by reason of the Executive’s death, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than all of the following:

(a) The Company shall pay to the Executive’s legal representative in a lump sum in cash within 30 days after the Date of Termination the aggregate of Executive’s Annual Base Salary through the Date of Termination to the extent not previously paid;

(b) The Company shall pay, or commence to be paid, as applicable, to the Executive’s legal representative any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable.

(c) Except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each stock option (including already vested stock options) shall remain exercisable by Executive’s legal representative for 12 months following the Date of Termination (but in no event beyond the latest date upon which the stock option could have expired by its original terms);

(d) For one year after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company

 

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shall continue to provide those benefits to the Executive’s family that would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 4.4 of this Agreement if the Executive’s employment had not been terminated. To the extent any of the foregoing benefits are not exempt from the requirements of Section 409A of the Internal Revenue Code, the amount of expenses eligible for reimbursement (other than the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code (relating to medical reimbursement arrangements)), or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year;

(e) To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive’s applicable beneficiaries any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company; and

(f) Any other death benefits then in effect for Company employees or executives and their beneficiaries.

7.4 Termination Due to Executive’s Disability . If the Executive’s employment is terminated by reason of the Executive’s Disability, the Company shall have all of the obligations set forth in the preceding Section 7.3 except that (i) any reference in Section 7.3(a), (b) and (c) to the “Executive’s legal representative” shall refer to the “Executive,” (ii) the reference in Section 7.3(d) to the “Executive’s family” shall refer to the “Executive and/or the Executive’s family,” (iii) the reference in Section 7.3(e) to the “Executive’s applicable beneficiary” shall refer to the “Executive” and (iv) Section 7.3(f) shall read: “Any other long-term disability benefits then in effect for Company employees or executives and their beneficiaries.”

8. A RBITRATION . Except as provided in Section 5 or a party’s right to seek injunctive or other equitable relief, if any dispute shall arise between the Executive and the Company in any way connected to or arising from this Agreement, the dispute shall be exclusively determined, and the dispute shall be settled, by arbitration in accordance with the CPR Rules for Non-Administered Arbitration (or such other independent neutral dispute resolution body to which the parties shall mutually agree) (“ Arbitration Forum ”), which provides for adequate discovery and availability of all remedies under applicable law. The CPR Rules for Non-Administered Arbitration are available on the CPR website, available at http://www.cpradr.org/RulesCaseServices/CPRRules/2007CPRNon-AdministeredArbitrationRules.aspx, and Executive acknowledges that the identified rules are readily accessible and known to him. The arbitration shall be held in the city and state within which Executive worked most recently for the Company. The arbitration shall be held before a single arbitrator, who shall be chosen from a panel of arbitrators selected by the Arbitration Forum. The arbitrator shall have the authority to provide all types of relief otherwise available under law. The decision of the arbitrator shall be in writing and shall be final and binding upon the Executive and the Company and judgment upon such award may be entered in any court of competent jurisdiction. The costs of the arbitrator and of the arbitration shall be borne by the Company. The costs of each party’s counsel, accountants, etc., as well as any costs solely for their benefit, shall be borne separately by each party. E ACH OF THE PARTIES HEREBY ACKNOWLEDGES THAT THIS PROVISION CONSTITUTES A WAIVER OF THEIR RIGHT TO

 

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COMMENCE A LAWSUIT IN ANY JURISDICTION WITH RESPECT TO THE MATTERS WHICH ARE REQUIRED TO BE SETTLED BY ARBITRATION AS PROVIDED IN THIS S ECTION  8.

9. M ISCELLANEOUS P ROVISIONS .

9.1 Binding Effect; Delegation of Duties Prohibited; Survival . This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs and legal representatives, including any entity with which the Company may merge or consolidate, or to which all or substantially all of its assets may be transferred, provided, the Company may assign this Agreement to any affiliate, but no such assignment shall relieve the Company of its obligations hereunder. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. The duties and covenants of Executive under this Agreement, being personal, may not be delegated, but the Executive’s rights to compensation and benefits provided hereunder may be transferred only by will or operation of law. Except as otherwise set forth in this Agreement, to the extent necessary to carry out the intentions of the parties hereunder the respective rights and obligations of the parties hereunder shall survive any termination of the Executive’s employment.

9.2 Amendment; Waiver . This Agreement may be amended, modified or superseded only by a written instrument that expressly refers to this Agreement and that is signed by all of the parties to this Agreement. No party shall be deemed to have waived compliance by another party of any provision of this Agreement unless such waiver is contained in a written instrument signed by the waiving party and no waiver that may be given by a party will be applicable except in the specific instance for which it is given. The failure of any party to enforce at any time any of the provisions of this Agreement or to exercise any right or option contained in this Agreement or to require at any time performance of any of the provisions of this Agreement, by any of the other parties shall not be construed to be a waiver of such provisions and shall not affect the validity of this Agreement or any of its provisions or the right of such party thereafter to enforce each provision of this Agreement. No course of dealing shall operate as a waiver or modification of any provision of this Agreement or otherwise prejudice such party’s rights, powers and remedies.

9.3 Entire Agreement . This Agreement embodies the entire agreement and understanding of the parties related to the subject matter and supersedes all prior proposals, understandings, agreements, correspondence, arrangements and contemporaneous oral agreements relating to subject matter of this Agreement. No representation, promise, inducement or statement of intention has been made by any party which has not been embodied in this Agreement. In the event of any inconsistency between any provision of this Agreement and any provision of any plan, employee handbook, personnel manual, program, policy, arrangement or agreement of the Company or any of its affiliates (“Company Documents”), the provisions of this Agreement shall control; provided, however, to the extent any Company

 

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Document provides for additional benefits to be afforded the Executive, such additional benefits will also be provided to the Executive in accordance with the terms of such Company Document.

9.4 Exemption from, or Compliance with, Section 409A . The payment of amounts and the provision of benefits under this Agreement are intended to be exempt from, or compliant with, Section 409A of the Internal Revenue Code. Accordingly, the payment of any amount under this Agreement subject to Section 409A shall be made in strict compliance with the provisions hereof, and no such amounts payable hereunder may be accelerated or deferred beyond the periods provided herein. This Agreement shall be performed and construed in a manner that is consistent with the foregoing intention.

9.5 Governing Law . This Agreement shall be governed by, and shall be construed, performed and enforced in accordance with, its express terms, and otherwise in accordance with the laws of State of Ohio, applicable to contracts to be wholly performed within such state without giving effect to any conflict of law, rule or principle of such state.

9.6 Headings; Section References; Construction . Section headings or captions contained in this Agreement are inserted only as a matter of convenience and reference and in no way define, limit, extend or describe the scope of this Agreement, or the intent of any provision hereof. All references herein to Sections shall refer to Sections of this Agreement unless the context clearly otherwise requires. Unless the context clearly states otherwise, the use of the singular or plural in this Agreement shall include the other and the use of any gender shall include all others. The parties have participated jointly in the negotiation and drafting of this Agreement. If any ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

9.7 Notices . All notices, requests, consents, approvals, waivers, demands and other communications required or permitted to be given or made under this Agreement shall be in writing and shall be deemed delivered to the parties (a) on the date of personal delivery against a written receipt, or (b) on the first business day following the date of delivery to a nationally recognized overnight courier service, or (c) on the third business day following the date of deposit in the United States Mail, postage prepaid, by certified mail, in each case addressed as follows, or to such other address, person or entity as any party may designate by notice to the others in accordance herewith:

To Executive to the residence of the Executive as reflected in the Company’s books and records.

To Company:

Multi-Color Corporation

4053 Clough Woods Drive

Batavia, OH 45103

Attention: Chief Executive Officer

with a required copy to:

 

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Keating Muething & Klekamp PLL

One East Fourth Street, Suite 1400

Cincinnati, OH 45202

Attn: Michael J. Moeddel

9.8 Policies, Regulations and Guidelines for Executives . The Company may, from time to time, issue policies, rules, regulations, guidelines, procedures or other informational material, whether in the form of handbooks, memoranda or otherwise, relating to the Company’s Executives. Executive acknowledges and agrees that such materials are general guidelines for Executive’s information and shall not be construed to alter, modify or amend this Agreement for any purpose whatsoever.

9.9 Severability and Reformation of Provisions . If a court in any final, unappealable proceeding holds any provision of this Agreement or its application to any person or circumstance invalid, illegal or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it was held to be invalid, illegal or unenforceable, shall not be affected, and shall be valid, legal and enforceable to the fullest extent permitted by law, but only if and to the extent such enforcement would not materially and adversely frustrate the parties’ essential objectives as expressed in this Agreement. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties intend that the court add to this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be valid and enforceable, so as to effect the original intent of the parties to the greatest extent possible.

9.10 Taxes . The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

9.11 Full Settlement . In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment, except for the offset described in Section 7.1(e).

THIS AGREEMENT CONTAINS VERY IMPORTANT TERMS GOVERNING EXECUTIVE’S EMPLOYMENT WITH THE COMPANY. SECTION 5 CONTAINS PROVISIONS WHICH AFFECT EXECUTIVE’S ABILITY TO TAKE CERTAIN ACTIONS FOLLOWING THE TERMINATION OF EXECUTIVE’S EMPLOYMENT. EXECUTIVE SHOULD FEEL FREE TO SEEK ADVICE FROM HIS ATTORNEY REGARDING ANY MATTER RELATING TO THIS AGREEMENT. BY EXECUTING THIS AGREEMENT, EXECUTIVE IS AFFIRMING THAT THE EXECUTIVE HAD THE OPPORTUNITY TO REVIEW THIS AGREEMENT AND TO CONSULT WITH HIS ATTORNEY, THAT EXECUTIVE UNDERSTANDS THE MEANING AND SIGNIFICANCE OF ALL OF ITS PROVISIONS, THAT NO REPRESENTATIONS OR PROMISES HAVE BEEN MADE TO EXECUTIVE REGARDING HIS EMPLOYMENT WHICH ARE NOT SET FORTH IN THIS AGREEMENT, AND THAT EXECUTIVE IS FREELY SIGNING THIS AGREEMENT TO CONTINUE HIS EMPLOYMENT WITH THE COMPANY.

 

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[R EMAINDER OF P AGE I NTENTIONALLY L EFT B LANK - S IGNATURE P AGE TO F OLLOW ]

 

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I N W ITNESS W HEREOF , the parties have entered into this Employment Agreement effective as of the date first written above.

 

M ULTI -C OLOR C ORPORATION
By:  

/s/ Vadis Rodato

Title:   Chief Operating Officer – Wine & Spirit
Date:   December 28, 2015

 

W ITNESS :  

/ S / K AREN A. P OWELL

 

/s/ David Buse

D AVID BUSE
Date:   December 28, 2015

 

W ITNESS :  

/ S / L ESHA S PAHR

[Signature Page to Buse Employment Agreement]

 

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Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Vadis A. Rodato, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Multi-Color Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

  Date: February 9, 2016   By:  

/s/ Vadis A. Rodato

     

Vadis A. Rodato

President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Sharon E. Birkett, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Multi-Color Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

  Date: February 9, 2016   By:  

/s/ Sharon E. Birkett

     

Sharon E. Birkett

Vice President, Chief Financial Officer, Secretary

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Vadis A. Rodato, President and Chief Executive Officer of Multi-Color Corporation (the “Company”), certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

 

(1) the Quarterly Report on Form 10-Q of the Company for the quarter ended December 31, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

  Date: February 9, 2016   By:  

/s/ Vadis A. Rodato

     

Vadis A. Rodato

President and Chief Executive Officer

A signed original of this written statement will be retained by the Registrant and furnished to the Securities and

Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Sharon E. Birkett, Vice President, Chief Financial Officer, Secretary of Multi-Color Corporation (the “Company”), certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

 

(1) the Quarterly Report on Form 10-Q of the Company for the quarter ended December 31, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

  Date: February 9, 2016   By:  

/s/ Sharon E. Birkett

     

Sharon E. Birkett

Vice President, Chief Financial Officer, Secretary

A signed original of this written statement will be retained by the Registrant and furnished to the Securities and

Exchange Commission or its staff upon request.