Visant 8-K Results of Operations and Financial Condition

Goldman Sachs

Consumer/Retail

Leveraged Finance Conference

February 12, 2009

Visant

Corporation

Exhibit 99.1

2

Forward-Looking Statements

This

presentation

may

contain

“forward-looking

statements.”

Forward-looking

statements

are

based

on

Visant’s

current

expectations

or

forecasts

of

future

events.

Forward-looking

statements

generally

can

be

identified

by

the

use

of

forward-looking

terminology

such

as

“may”,

“might”,

“will”,

“should”,

“estimate”,

“project”,

“plan”,

“anticipate”,

“expect”,

“intend”,

“outlook”,

“continue”,

“believe”,

or

the

negative

thereof

or

other

similar

expressions

that

are

intended

to

identify

forward-looking

statements

and

information.

Such

forward-looking

statements

involve

known

and

unknown

risks,

uncertainties

and

other

important

factors

that

could

cause

the

actual

results,

performance

or

achievements

of

the

company

or

industry

results,

to

differ

materially

from

historical

results,

any

future

results,

performance

or

achievements

expressed

or

implied

by

such

forward-looking

statements.

These

forward-looking

statements

are

based

on

estimates

and

assumptions

by

our

management

that,

although

we

believe

are

reasonable,

are

inherently

uncertain

and

subject

to

a

number

of

risks

and

uncertainties

and

you

should

not

place

undue

reliance

on

them.

Such

risks

and

uncertainties

include,

but

are

not

limited

to,

those

described

in

Visant’s

filings

with

the

Securities

and

Exchange

Commission.

These

factors

could

cause

actual

results

to

differ

materially

from

historical

results

or

those

anticipated

or

predicted

by

the

forward-looking

statements.

Forward-looking

statements

speak

only

as

of

the

date

they

are

made

and

Visant

undertakes

no

obligation

to

update

publicly

or

revise

any

of

them

in

light

of

new

information,

future

events

or

otherwise,

except

as

required

by

law.

The

financial

information

contained

herein

is

preliminary

and

unaudited

and

therefore

subject

to

change.

It

has

been

prepared

by

management

in

good

faith

and

based

on

current

company

data.

The

material

contained

in

this

presentation

may

contain

projected

financial

data.

Such

projections

reflect

various

assumptions

concerning

anticipated

results

which

may

not

prove

to

be

correct.

No

representation

or

warranty

is

made

as

to

the

accuracy

of

such

statements,

estimates

or

projections

or

that

such

projections

will

be

realized.

Neither

Visant

Corporation

nor

any

of

its

representatives

has

any

obligation

to

update

any

such

information.

The

following

information

contains

financial

measures

other

than

in

accordance

with

generally

accepted

accounting

principles

and

should

not

be

considered

in

isolation

from

or

as

a

substitute

for

the

company’s

historical

consolidated

financial

statements.

The

company

presents

this

information

because

management

uses

it

to

monitor

and

evaluate

the

company’s

ongoing

operating

results

and

trends,

and

the

covenants

in

its

debt

agreements

are

tied

to

these

measures. 

The

company

believes

this

information

provides

investors

with

an

understanding

of

the

company’s

operating

performance

over

comparative

periods.

3

Company Overview

Memory Book/

Scholastic

Marketing and

Publishing Services

$865* million

$533* million

2008 Pro Forma* Net Sales $1.4 billion

*

Preliminary

and

unaudited;

includes

pro

forma

full

year

impact

for

the

Phoenix

Color

acquisition.

4

Milestones

Established October, 2004 in a transaction valued at $2.3 Billion

Sold

Jostens

Photo

–

June,

2006

Acquired

Dixon

–

June,

2006

Acquired

Vertis

Fragrance

–

September,

2006

Acquired

Neff

–

March,

2007

Sold

Von

Hoffmann

–

May,

2007

Acquired

VSI

–

June,

2007

Acquired

Publishing

Enterprises

–

September,

2007

Acquired

Phoenix

Color

–

April,

2008

Businesses sold

$456 million (9.5x multiple)

Businesses acquired

$340 million (6.0x approx. post-integration multiple)

5

($ in millions)

TTM

Pro forma

June 2004

**

2008***

Net sales

1,452

$   

1,398

$   

Adjusted EBITDA*

278

$      

348

$     

Adjusted EBITDA margin %

19.1%

24.9%

Visant’s Evolution

June 2004 –

December 2008

Pro forma Net Debt (Holdings)/Adjusted EBITDA ratio

6.1x

4.1x

Pro forma Net Debt (Holdings)/Adjusted EBITDA ratio excluding dividend notes

3.1x

(a)

*As defined in Visant’s earnings release.

**Includes Von Hoffmann and Jostens Photo which were later sold.

***Preliminary/unaudited; includes pro forma full-year impact for the Phoenix Color acquisition.

(a) In April 2006, Visant Holding Corp. issued $350 million 8¾% senior notes and issued a $340.7 million dividend to shareholders.

6

Key Credit Strengths Remain Unchanged

Business combination is unique

Attractive end markets

Top market position in majority of business lines

High-value-added products

Significant free cash flow available to de-lever and invest in business

High margins

Low capital expenditures

Low working capital

Sustainable growth and margin expansion

New market and product opportunities

Further leverage product offerings, operations and scale

7

Financial Trends –

Continuing Operations

Net Sales (billions)

$1.05

$1.11

$1.19

$1.27

$1.37

$1.0

$1.3

$1.5

2004

2005

2006

2007

Prelim

2008*

Adjusted EBITDA (millions)**

$267

$313

$340

$291

$224

$200

$250

$300

$350

2004

2005

2006

2007

Prelim

2008*

Notes: 

*All 2008 amounts are based on preliminary, unaudited results.

**Adjusted EBITDA, as defined in Visant’s earning releases.

8

FYE 2008 Portfolio Breakdown (pro forma)

$533

$393

$472

Pro forma

Net Sales

$1.4B

Pro forma

Adjusted

EBITDA

$348M

$126

$144

$78

Notes: 

1.

Total revenues exclude intercompany eliminations ($1.5M).

2.

Adjusted EBITDA, as defined in Visant’s earning releases.

3.

Includes pro forma full year impact of Phoenix Color acquisition.

4.

All amounts are based on preliminary, unaudited results.

Scholastic

Marketing & Publishing

Services

Memory Book

Scholastic

Marketing & Publishing

Services

Memory Book

9

$266

$206

$393

FYE 2008 Portfolio Breakdown

Net Sales

$865M

(Preliminary & Unaudited)

Adjusted EBITDA

$222M

(Preliminary & Unaudited)

$144

$78

Notes: 

1.

Adjusted EBITDA, as defined in Visant’s earning releases.

2.

All 2008 amounts are based on preliminary, unaudited results.

Memory Book

Jewelry

Grad Products

Memory Book

Scholastic

Memory Book/Scholastic

(Jostens and Neff)

10

FYE 2008 Portfolio Breakdown

$175

$192

$134

2008 Net Sales

$501M

(Preliminary & Unaudited)

Notes: 

1.

Total revenues exclude intercompany eliminations ($0.2M).

2.

All 2008 amounts are based on preliminary, unaudited results.

3.

Marketing and Publishing segment preliminary and unaudited 2008 Adjusted EBITDA is $118 million.

Publishing

Services

Direct Mail

Sampling

Marketing and Publishing Services

11

Memory Book and Scholastic

Market leader in the United States for:

School yearbooks

Class rings

Graduation products –

Regalia, diplomas, announcements

Acquisition of Neff added chenille, varsity jackets and awards

Customers are primarily high schools and colleges

Over 90% renewal of school accounts

12

Marketing and Publishing Services

Arcade is the market leader for sampling for fragrances,

beauty and skin care products through magazines,

catalogs, direct mail and on-line

Lehigh Phoenix is the market leader in producing highly

decorated book covers, and other components for the education

and adult/juvenile trade markets

Lehigh

Direct

is

a

market

leader

in

in-line

production

of

complex,

highly

personalized

direct

mail

programs

Visant Marketing Services is a multi-channel marketing

business launched in 2008

13

Historical Financial Performance

($ in millions)

2008*

2007

2006

2005

Revenue

1,365.6

$

1,270.2

$

1,186.6

$

1,110.7

$

  % growth

7.5%

7.0%

6.8%

5.6%

Gross Profit

689.8

647.1

599.0

548.5

  % Margin

50.5%

50.9%

50.5%

49.4%

Adjusted EBITDA

339.9

313.0

291.4

266.7

  % Margin

24.9%

24.6%

24.6%

24.0%

Capital Expenditures

52.0

56.4

51.9

28.7

  % of Sales

3.8%

4.4%

4.4%

2.6%

* Preliminary & Unaudited results.

Fiscal Year

14

Debt Summary –

Year Ended 2008

($ in millions)

October 2004

Variance

December 2008

***

Summary of Debt Facilities

     Term Loan A

150.0

(150.0)

-

     Term Loan C

870.0

(553.5)

316.5

     7 5/8% Senior Subordinated Notes Due 2012 (Visant)

500.0

-

500.0

     10 1/4% Senior Discount Notes due 2013 (Holdings)

163.1

84.1

247.2

     US/CDN Revolver

-

*

137.0

137.0

     Less:  Cash

-

*

(118.3)

(118.3)

                                                          Subtotal

1,683.1

$        

(600.7)

$      

1,082.4

$         

     8 3/4% Senior Notes (Holdings)**

-

350.0

350.0

Total Funded Net Debt

1,683.1

$        

(250.7)

$      

1,432.4

$         

   * October 2004 seasonal revolver and cash are excluded.

  ** $340M dividend paid to shareholders in April 2006.

***Preliminary and unaudited.

Significant de-leveraging since Visant’s inception in 2004

15

Free Cash Flow –

2005 to 2008

($ in millions)

2008*

2007

2006

2005

Adjusted EBITDA

339.9

$     

313.0

$     

291.4

$     

266.7

$     

Less:

Cash Interest

(93.9)

$      

(107.8)

$    

(116.4)

$    

(94.6)

$      

Cash Restructuring & shutdown costs

(12.4)

(1.2)

(2.2)

(8.4)

Cash Taxes

(24.0)

(44.3)

(42.6)

(9.5)

Changes in Working Capital, other

(1.4)

7.0

9.7

(32.9)

Sponsor Mgmt fee

(3.9)

(2.8)

(3.1)

(3.0)

2008 one-time non-recurring items

(8.4)

-

-

-

Capital Expenditures

(52.0)

(56.4)

(51.9)

(28.7)

Free Cash Flow - Continuing Operations

143.9

$     

107.5

$     

84.9

$       

89.6

$       

* 2008 amounts are based on preliminary & unaudited results.

16

Major Cost Reductions -

2008

Consolidated ring production

1Q

Consolidated book component production

3Q

Consolidated overhead transparency production

3Q

Consolidated ScentStrip®

production

4Q

Company-wide staff reductions

3Q –

4Q

Over $30 million expected annual cost savings

Over $20 million expected incremental 2009 vs. 2008

17

2009 Outlook

Memory Books

Good visibility, solid outlook

Represented 41% of estimated 2008 Visant EBITDA

Over 85% produced/shipped in the first half of the

calendar year

Scholastic

Significantly lower precious metal cost versus 2008

Stable 2H 2008 vs. 2007

Marketing and Publishing Services

Soft elementary –

high school book market continuing

Lower spending expected for fragrance and beauty sampling

Price pressures continuing in Direct Mail

18

APPENDIX

19

Reconciliation to Adjusted EBITDA

Estimated and

Unaudited

2008 Fiscal Year

Results ($000's)

Estimated and unaudited earnings before interest

and taxes - GAAP

$210,805

Depreciation and amortization

103,018

Estimated and unaudited earnings before interest, taxes

depreciation and amortization (EBITDA)

$313,823

Management fees

3,386

Special charges

14,433

Loss (gain) on disposal of assets

958

Other (1)

7,313

Adjusted EBITDA - non-GAAP

$339,913

(1) Includes non-recurring charges related to facility consolidations, inventory write-down and other

miscellaneous non-recurring costs.

Note Regarding Presentation of Non-GAAP Financial Measure

“Adjusted EBITDA”

is defined as net income plus net interest expense, income taxes, depreciation and amortization, and income from discontinued operations, excluding certain non-recurring items. 

Adjusted EBITDA excludes certain items that are also excluded for purposes of calculating required covenant ratios and compliance under the indentures governing Visant’s and its parent’s, Visant Holding

Corp.’s, outstanding notes and Visant’s senior secured credit facilities. As such, Adjusted EBITDA is a material component of these covenants. Non-compliance with the financial ratio maintenance

covenants contained in Visant’s senior secured credit facilities could result in the requirement to immediately repay all amounts outstanding under such facilities, while non-compliance with the debt

incurrence ratios contained in the indentures governing Visant’s and its parent’s notes would prohibit Visant and its restricted subsidiaries from being able to incur additional indebtedness other than

pursuant to specified exceptions. Adjusted EBITDA is not a presentation made in accordance with generally accepted accounting principles in the United States of America (GAAP), is not a measure of

financial condition or profitability, and should not be considered as an alternative to (a) net income (loss) determined in accordance with GAAP or (b) operating cash flows determined in accordance with

GAAP. Additionally, Adjusted EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as interest payments,

tax payments and debt service requirements. Because not all companies use identical calculations, this presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other

companies.

20

Goldman Sachs

Consumer/Retail

Leveraged Finance Conference

February 12, 2009

Visant

Corporation