FILED PURSUANT TO RULE 424(b)(3)
FILE NUMBER 333-180481
VISANT CORPORATION AND SUBSIDIARY REGISTRANTS
SUPPLEMENT NO. 2 TO PROSPECTUS DATED APRIL 24, 2013
THE DATE OF THIS SUPPLEMENT IS AUGUST 14, 2013
ON AUGUST 13, 2013, VISANT CORPORATION FILED THE ATTACHED
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 29, 2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 29, 2013
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 | Registrant, State of Incorporation, Address of Principal Executive Offices and Telephone Number | I.R.S. Employer Identification No. | ||
333-120386 | VISANT CORPORATION | 90-0207604 | ||
(Incorporated in Delaware) | ||||
357 Main Street Armonk, New York 10504 Telephone: (914) 595-8200 |
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 requirement for the past 90 days. Yes ¨ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes 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.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of August 7, 2013, there were 1,000 shares of common stock, par value $.01 per share, of Visant Corporation outstanding (all of which are indirectly, beneficially owned by Visant Holding Corp.).
The registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months.
FILING FORMAT
This Quarterly Report on Form 10-Q is being filed by Visant Corporation (“Visant”). Unless the context indicates otherwise, any reference in this report to the “Company”, “we”, “our” or “us” refers to Visant together with its consolidated subsidiaries.
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PART I - FINANCIAL INFORMATION | ||||||
ITEM 1. | ||||||
1 | ||||||
Condensed Consolidated Balance Sheets as of June 29, 2013 and December 29, 2012 | 2 | |||||
3 | ||||||
4 | ||||||
ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 | ||||
ITEM 3. | 40 | |||||
ITEM 4. | 40 | |||||
PART II - OTHER INFORMATION | ||||||
ITEM 2. | 41 | |||||
ITEM 5. | 41 | |||||
ITEM 6. | 41 | |||||
ITEM 1. | FINANCIAL STATEMENTS |
VISANT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
Three months ended | Six months ended | |||||||||||||||
In thousands | June 29, 2013 | June 30, 2012 | June 29, 2013 | June 30, 2012 | ||||||||||||
Net sales | $ | 448,536 | $ | 464,655 | $ | 693,472 | $ | 723,458 | ||||||||
Cost of products sold | 189,614 | 198,105 | 310,506 | 324,724 | ||||||||||||
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Gross profit | 258,922 | 266,550 | 382,966 | 398,734 | ||||||||||||
Selling and administrative expenses | 118,952 | 122,169 | 229,049 | 233,107 | ||||||||||||
Loss (gain) on disposal of fixed assets | 4 | (328 | ) | 27 | (2,166 | ) | ||||||||||
Special charges | 2,673 | 7,202 | 3,530 | 8,692 | ||||||||||||
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Operating income | 137,293 | 137,507 | 150,360 | 159,101 | ||||||||||||
Interest expense, net | 38,394 | 39,443 | 77,774 | 78,919 | ||||||||||||
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Income before income taxes | 98,899 | 98,064 | 72,586 | 80,182 | ||||||||||||
Provision for income taxes | 42,179 | 41,451 | 30,801 | 33,706 | ||||||||||||
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Net income | $ | 56,720 | $ | 56,613 | $ | 41,785 | $ | 46,476 | ||||||||
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Comprehensive income | $ | 58,187 | $ | 55,066 | $ | 43,929 | $ | 45,494 | ||||||||
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The accompanying notes are an integral part of the condensed consolidated financial statements.
1
VISANT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In thousands, except share amounts | June 29, 2013 | December 29, 2012 | ||||||
ASSETS | ||||||||
Cash and cash equivalents | $ | 74,776 | $ | 60,196 | ||||
Accounts receivable, net | 124,819 | 104,785 | ||||||
Inventories | 83,566 | 111,343 | ||||||
Salespersons overdrafts, net of allowance of $9,939 and $10,003, respectively | 15,119 | 24,144 | ||||||
Prepaid expenses and other current assets | 15,187 | 17,952 | ||||||
Income tax receivable | 1,232 | 2,928 | ||||||
Deferred income taxes | 17,919 | 25,184 | ||||||
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Total current assets | 332,618 | 346,532 | ||||||
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Property, plant and equipment | 538,935 | 526,143 | ||||||
Less accumulated depreciation | (345,930 | ) | (322,478 | ) | ||||
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Property, plant and equipment, net | 193,005 | 203,665 | ||||||
Goodwill | 918,825 | 918,946 | ||||||
Intangibles, net | 375,754 | 401,323 | ||||||
Deferred financing costs, net | 37,866 | 42,740 | ||||||
Deferred income taxes | 2,354 | 2,472 | ||||||
Other assets | 12,033 | 10,728 | ||||||
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Total assets | $ | 1,872,455 | $ | 1,926,406 | ||||
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LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDER’S DEFICIT | ||||||||
Accounts payable | $ | 43,098 | $ | 55,103 | ||||
Accrued employee compensation and related taxes | 27,579 | 31,511 | ||||||
Commissions payable | 27,677 | 12,345 | ||||||
Customer deposits | 68,400 | 175,145 | ||||||
Income taxes payable | 18,474 | 49,321 | ||||||
Current portion of long-term debt and capital leases | 4,687 | 15,236 | ||||||
Interest payable | 34,082 | 34,514 | ||||||
Other accrued liabilities | 28,367 | 26,152 | ||||||
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Total current liabilities | 252,364 | 399,327 | ||||||
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Long-term debt and capital leases—less current maturities | 1,867,966 | 1,869,215 | ||||||
Deferred income taxes | 125,647 | 134,703 | ||||||
Pension liabilities, net | 126,102 | 129,627 | ||||||
Other noncurrent liabilities | 37,293 | 34,871 | ||||||
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Total liabilities | 2,409,372 | 2,567,743 | ||||||
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Mezzanine equity | 1,222 | 1,216 | ||||||
Preferred stock $.01 par value; authorized 300,000 shares; none issued and outstanding at June 29, 2013 and December 29, 2012 | — | — | ||||||
Common stock $.01 par value; authorized 1,000 shares; 1,000 shares issued and outstanding at June 29, 2013 and December 29, 2012 | — | — | ||||||
Additional paid-in-capital | 60,588 | 103 | ||||||
Accumulated deficit | (512,314 | ) | (554,099 | ) | ||||
Accumulated other comprehensive loss | (86,413 | ) | (88,557 | ) | ||||
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Total stockholder’s deficit | (538,139 | ) | (642,553 | ) | ||||
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Total liabilities, mezzanine equity and stockholder’s deficit | $ | 1,872,455 | $ | 1,926,406 | ||||
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The accompanying notes are an integral part of the condensed consolidated financial statements.
2
VISANT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six months ended | ||||||||
In thousands | June 29, 2013 | June 30, 2012 | ||||||
Net income | $ | 41,785 | $ | 46,476 | ||||
Adjustments to reconcile net income to cash provided by operating activities: | ||||||||
Depreciation | 25,616 | 24,169 | ||||||
Amortization of intangible assets | 26,193 | 27,201 | ||||||
Amortization of debt discount, premium and deferred financing costs | 6,743 | 6,098 | ||||||
Other amortization | 167 | 201 | ||||||
Deferred income taxes | (3,331 | ) | 4,753 | |||||
Loss (gain) on disposal of fixed assets | 27 | (2,166 | ) | |||||
Stock-based compensation | 6 | 214 | ||||||
Loss on asset impairments | 666 | 370 | ||||||
Other | — | 575 | ||||||
Changes in assets and liabilities: | ||||||||
Accounts receivable | (19,009 | ) | (21,491 | ) | ||||
Inventories | 27,587 | 30,011 | ||||||
Salespersons overdrafts | 8,949 | 13,579 | ||||||
Prepaid expenses and other current assets | 3,328 | 897 | ||||||
Accounts payable and accrued expenses | (15,399 | ) | 2,065 | |||||
Customer deposits | (106,360 | ) | (107,649 | ) | ||||
Commissions payable | 15,375 | 11,926 | ||||||
Income taxes payable/receivable | 30,931 | 33,562 | ||||||
Interest payable | (432 | ) | 1,023 | |||||
Other operating activities, net | 3,439 | (15,012 | ) | |||||
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Net cash provided by operating activities | 46,281 | 56,802 | ||||||
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Purchases of property, plant and equipment | (17,231 | ) | (30,747 | ) | ||||
Proceeds from sale of property and equipment | 70 | 3,586 | ||||||
Additions to intangibles | (106 | ) | (1,305 | ) | ||||
Other investing activities, net | — | 1 | ||||||
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Net cash used in investing activities | (17,267 | ) | (28,465 | ) | ||||
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Short-term borrowings | — | 30,000 | ||||||
Short-term repayments | — | (30,000 | ) | |||||
Repayment of long-term debt and capital lease obligations | (14,463 | ) | (2,229 | ) | ||||
Proceeds from issuance of long-term debt and capital leases | 644 | 2,094 | ||||||
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Net cash used in financing activities | (13,819 | ) | (135 | ) | ||||
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Effect of exchange rate changes on cash and cash equivalents | (615 | ) | (386 | ) | ||||
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Increase in cash and cash equivalents | 14,580 | 27,816 | ||||||
Cash and cash equivalents, beginning of period | 60,196 | 36,014 | ||||||
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Cash and cash equivalents, end of period | $ | 74,776 | $ | 63,830 | ||||
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The accompanying notes are an integral part of the condensed consolidated financial statements.
3
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. | Overview and Basis of Presentation |
Overview
The Company is a marketing and publishing services enterprise servicing the school affinity, direct marketing, fragrance, cosmetic and personal care sampling and packaging, and educational and trade publishing segments. The Company sells products and services to end customers through several different sales channels including independent sales representatives and dedicated sales forces. Sales and results of operations are impacted by a number of factors, including general economic conditions, seasonality, cost of raw materials, school population trends, the availability of school funding, product and service offerings and quality and price.
On October 4, 2004, an affiliate of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and affiliates of DLJ Merchant Banking Partners III, L.P. (“DLJMBP III”) completed a series of transactions which created a marketing and publishing services enterprise (the “Transactions”) through the combination of Jostens, Inc. (“Jostens”), Von Hoffmann Corporation (“Von Hoffmann”) and AKI, Inc. and its subsidiaries (“Arcade”).
As of June 29, 2013, affiliates of KKR and DLJMBP III (collectively, the “Sponsors”) held approximately 49.2% and 41.1%, respectively, of Visant Holding Corp.’s (“Holdco”) voting interest, while each continued to hold approximately 44.7% of Holdco’s economic interest. As of June 29, 2013, the other co-investors held approximately 8.4% of the voting interest and 9.1% of the economic interest of Holdco, and members of management held approximately 1.3% of the voting interest and approximately 1.5% of the economic interest of Holdco (exclusive of exercisable options). Visant is an indirect wholly-owned subsidiary of Holdco.
Basis of Presentation
The unaudited condensed consolidated financial statements included herein are for Visant and its wholly-owned subsidiaries.
All intercompany balances and transactions have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements of Visant and its subsidiaries are presented pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) in accordance with disclosure requirements for the quarterly report on Form 10-Q. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the consolidated financial statements and footnotes included in Visant’s Annual Report on Form 10-K for the fiscal year ended December 29, 2012 and Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2013.
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
2. | Significant Accounting Policies |
Revenue Recognition
The Company recognizes revenue when the earnings process is complete, evidenced by an agreement with the respective customer, delivery and acceptance has occurred, collectability is probable and pricing is fixed or determinable. Revenue is recognized (1) when products are shipped (if shipped free on board “FOB” shipping point), (2) when products are delivered (if shipped FOB destination) or (3) as services are performed as determined by contractual agreement, but in all cases only when risk of loss has transferred to the customer and the Company has no further performance obligations.
4
Shipping and Handling
Net sales include amounts billed to customers for shipping and handling costs. Costs incurred for shipping and handling are recorded in cost of products sold.
Cost of Products Sold
Cost of products sold primarily includes the cost of paper and other materials, direct and indirect labor and related benefit costs, depreciation of production assets and shipping and handling costs.
Warranty Costs
Provisions for warranty costs related to Jostens’ scholastic products, particularly class rings due to their lifetime warranty, are recorded based on historical information and current trends in manufacturing costs. The provision related to the lifetime warranty is based on the number of rings manufactured in the prior school year consistent with industry standards. The provision for the total net warranty costs on rings was $1.3 million and $1.2 million for each of the three-month periods ended June 29, 2013 and June 30, 2012, respectively. The provision for the total net warranty costs on rings was $2.3 million and $2.6 million for each of the six-month periods ended June 29, 2013 and June 30, 2012, respectively. Warranty repair costs for rings manufactured in the current school year are expensed as incurred. Accrued warranty costs included in the Condensed Consolidated Balance Sheets were approximately $0.6 million as of each of June 29, 2013 and December 29, 2012.
Selling and Administrative Expenses
Selling and administrative expenses are expensed as incurred. These costs primarily include salaries and related benefits of sales and administrative personnel, sales commissions, amortization of intangibles and professional fees such as audit and consulting fees.
Advertising
The Company expenses advertising costs as incurred. Selling and administrative expenses included advertising expense of $2.2 million for each of the quarters ended June 29, 2013 and June 30, 2012. Advertising expense totaled $4.5 million for the six months ended June 29, 2013 and $4.2 million for the six months ended June 30, 2012.
Derivative Financial Instruments
The Company recognizes all derivatives on the balance sheet at fair value. Changes in the fair value of derivatives are either recorded in earnings or other comprehensive income (loss), based on whether the instrument qualifies for and is designated as part of a hedging relationship. Gains or losses on derivative instruments reported in other comprehensive income (loss) are reclassified into earnings in the period in which earnings are affected by the underlying hedged item. The ineffective portion, if any, of a derivative’s change in fair value is recognized in earnings in the current period. Refer to Note 10,Derivative Financial Instruments and Hedging Activities, for further details.
Stock-Based Compensation
The Company recognizes compensation expense related to all equity awards granted, including awards modified, repurchased or cancelled based on the fair values of the awards at the grant date. Visant recognized total stock-based compensation expense of $0.2 million and $0.1 million for the three months ended June 29, 2013 and June 30, 2012, respectively. Visant recognized total stock-based compensation expense of $0.1 million and $0.2 million for the six months ended June 29, 2013 and June 30, 2012, respectively. Stock-based compensation is included in selling and administrative expenses. Refer to Note 14,Stock-Based Compensation, for further details.
Mezzanine Equity
Certain management stockholder agreements contain a purchase feature pursuant to which, in the event the holder’s employment terminates as a result of the death or permanent disability (as defined in the agreement) of the holder, the holder (or his/her estate, in the case of death) has the option to require that the common shares or vested options be purchased from the holder (estate) and settled in cash. These equity instruments are considered temporary equity and have been classified as mezzanine equity on the Condensed Consolidated Balance Sheets as of June 29, 2013 and December 29, 2012, respectively.
5
Recently Adopted Accounting Pronouncements
On July 27, 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2012-02 (“ASU 2012-02”) which amends the guidance on testing indefinite-lived intangible assets, other than goodwill, for impairment. Under ASU 2012-02, an entity testing an indefinite-lived intangible asset, other than goodwill, for impairment has the option of performing a qualitative assessment before calculating the fair value of the asset. Although ASU 2012-02 revises the examples of events and circumstances that an entity should consider in interim periods, it does not revise the requirements to test (1) indefinite-lived intangible assets annually for impairment and (2) between annual tests if there is a change in events or circumstances. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company’s adoption of this guidance did not have a material impact on its financial statements.
On January 31, 2013, the FASB issued Accounting Standards Update 2013-01 (“ASU 2013-01”), which clarifies the scope of the offsetting disclosure requirements. Under ASU 2013-01, the disclosure requirements would apply to derivative instruments accounted for in accordance with Accounting Standards Codification 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending arrangements that are either offset on the balance sheet or subject to an enforceable master netting arrangement or similar agreement. ASU 2013-01 became effective for interim and annual periods beginning on or after January 1, 2013. Retrospective application is required for all comparative periods presented. The Company’s adoption of this guidance did not have a material impact on its financial statements.
On February 5, 2013, the FASB issued Accounting Standards Update 2013-02 (“ASU 2013-02”) which amends existing guidance by requiring additional disclosure either on the face of the income statement or in the notes to the financial statements of significant amounts reclassified out of accumulated other comprehensive income. ASU 2013-02 became effective for interim and annual periods beginning on or after December 15, 2012, to be applied on a prospective basis. The Company’s adoption of this guidance did not have a material impact on its financial statements.
On February 28, 2013, the FASB issued Accounting Standards Update 2013-04 (“ASU 2013-04”) which requires entities to measure obligations resulting from joint and several liability arrangements, for which the total amount of the obligation is fixed at the reporting date, as the sum of (1) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and (2) any additional amount the reporting entity expects to pay on behalf of its co-obligors. Required disclosures include a description of the joint and several arrangement and the total outstanding amount of the obligation for all joint parties. ASU 2013-04 is effective for interim and annual periods, beginning on or after December 15, 2013 and should be applied retrospectively to obligations with joint and several liabilities existing at the beginning of an entity’s fiscal year of adoption. Early adoption is permitted. The Company is currently evaluating the impact and disclosure under this guidance but does not expect this standard to have a material impact, if any, on its financial statements.
On March 4, 2013, the FASB issued Accounting Standards Update 2013-05 (“ASU 2013-05”), which indicates that the entire amount of a cumulative translation adjustment (“CTA”) related to an entity’s investment in a foreign entity should be released when there has been (1) the sale of a subsidiary or group of net assets within a foreign entity, and the sale represents the substantially complete liquidation of the investment in the foreign entity, (2) a loss of controlling financial interest in an investment in a foreign entity or (3) a step acquisition for a foreign entity. ASU 2013-05 does not change the requirement to release a pro rata portion of the CTA of the foreign entity into earnings for a partial sale of an equity method investment in a foreign entity. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The Company is currently evaluating the impact and disclosure under this guidance but does not expect this standard to have a material impact, if any, on its financial statements.
3. | Restructuring Activity and Other Special Charges |
For the three months ended June 29, 2013, the Company recorded $1.6 million, $0.3 million and $0.1 million of restructuring costs in the Scholastic, Memory Book and Marketing and Publishing Services segments, respectively. These restructuring costs were comprised of severance and related benefits associated with reductions in force. Also included in other special charges for the second fiscal quarter ended June 29, 2013 was approximately $0.7 million of non-cash asset impairment charges in the Memory Book segment associated with the consolidation of Jostens’ Topeka, Kansas facility, which was substantially completed in early 2013. The associated employee headcount reductions related to the above actions were 96, six and four in the Scholastic, Marketing and Publishing Services and Memory Book segments, respectively.
6
For the six-month period ended June 29, 2013, the Company recorded $1.8 million, $0.8 million and $0.2 million of restructuring costs in the Scholastic, Memory Book and Marketing and Publishing Services segments, respectively. These restructuring costs were comprised of severance and related benefits associated with reductions in force. Also included in other special charges for the six months ended June 29, 2013 was approximately $0.7 million of non-cash asset impairment charges in the Memory Book segment associated with the consolidation of Jostens’ Topeka, Kansas facility. The associated employee headcount reductions related to the above actions were 103, 17 and seven in the Scholastic, Marketing and Publishing Services and Memory Book segments, respectively.
For the three months ended June 30, 2012, the Company recorded $7.1 million of restructuring costs and $0.1 million of other special charges. Restructuring costs consisted of $5.5 million of severance and related benefits associated with the consolidation of Jostens’ Topeka, Kansas facility, and $0.9 million of severance and related benefits in the Scholastic segment associated with reductions in force. Also included for the second fiscal quarter ended June 30, 2012 were $0.7 million of costs consisting of severance and related benefits associated with reductions in force in connection with the consolidation of certain operations in the Marketing and Publishing Services segment. Other special charges consisted of $0.1 million of non-cash asset related impairment charges in the Marketing and Publishing Services segment. The associated employee headcount reductions related to the above actions were 374 and 21 in the Memory Book and Scholastic segments, respectively.
For the six-month period ended June 30, 2012, the Company recorded $8.3 million of restructuring costs and $0.4 million of other special charges. Restructuring costs consisted of $5.5 million, $2.0 million and $0.9 million of severance and related benefits associated with the consolidation of Jostens’ Topeka, Kansas facility and reductions in force in the Marketing and Publishing Services and Scholastic segments, respectively. Other special charges consisted of $0.4 million of non-cash asset related impairment charges associated with the consolidation of certain facilities in the Marketing and Publishing Services segment. The associated employee headcount reductions related to the above actions were 374, 57 and 21 in the Memory Book, Marketing and Publishing Services and Scholastic segments, respectively.
Restructuring accruals of $2.8 million and $2.9 million as of June 29, 2013 and December 29, 2012, respectively, are included in other accrued liabilities in the Condensed Consolidated Balance Sheets. These accruals included amounts provided for severance and related benefits related to headcount reductions in each segment.
On a cumulative basis through June 29, 2013, the Company incurred $20.5 million of employee severance and related benefit costs related to the 2013, 2012 and 2011 initiatives, which affected an aggregate of 1,029 employees. The Company had paid $17.7 million in cash related to these initiatives as of June 29, 2013.
Changes in the restructuring accruals during the first six months of fiscal 2013 were as follows:
In thousands | 2013 Initiatives | 2012 Initiatives | 2011 Initiatives | Total | ||||||||||||
Balance at December 29, 2012 | $ | — | $ | 2,918 | $ | 13 | $ | 2,931 | ||||||||
Restructuring charges | 2,601 | 261 | 2 | 2,864 | ||||||||||||
Severance and related benefits paid | (500 | ) | (2,486 | ) | (15 | ) | (3,001 | ) | ||||||||
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Balance at June 29, 2013 | $ | 2,101 | $ | 693 | $ | — | $ | 2,794 | ||||||||
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The majority of the remaining severance and related benefits associated with all initiatives are expected to be paid by the end of fiscal 2014.
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4. | Accumulated Other Comprehensive Loss |
The changes in accumulated other comprehensive loss (“AOCL”), by component, for the three months ended June 29, 2013 were as follows:
In thousands | Fair Value of Derivatives | Foreign Currency Translation | Pension and Postretirement Plans | Total | ||||||||||||
Balance as of March 30, 2013 | $ | (4,913 | ) | $ | 2,943 | $ | (85,910 | ) | $ | (87,880 | ) | |||||
Change in fair value of derivatives, net of tax of $0.5 million | 812 | — | — | 812 | ||||||||||||
Change in cumulative translation adjustment | — | (530 | ) | — | (530 | ) | ||||||||||
Change in pension and other postretirement benefit plans, net of tax of $0.4 million | — | — | 635 | 635 | ||||||||||||
Amounts reclassified from AOCL, net of tax of $0.3 million | 550 | — | — | 550 | ||||||||||||
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Balance as of June 29, 2013 | $ | (3,551 | ) | $ | 2,413 | $ | (85,275 | ) | $ | (86,413 | ) | |||||
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The changes in AOCL, by component, for the six-month period ended June 29, 2013 were as follows:
In thousands | Fair Value of Derivatives | Foreign Currency Translation | Pension and Postretirement Plans | Total | ||||||||||||
Balance as of December 29, 2012 | $ | (5,387 | ) | $ | 3,374 | $ | (86,544 | ) | $ | (88,557 | ) | |||||
Change in fair value of derivatives, net of tax of $0.4 million | 736 | — | — | 736 | ||||||||||||
Change in cumulative translation adjustment | — | (961 | ) | — | (961 | ) | ||||||||||
Change in pension and other postretirement benefit plans, net of tax of $0.8 million | — | — | 1,269 | 1,269 | ||||||||||||
Amounts reclassified from AOCL, net of tax of $0.7 million | 1,100 | — | — | 1,100 | ||||||||||||
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Balance as of June 29, 2013 | $ | (3,551 | ) | $ | 2,413 | $ | (85,275 | ) | $ | (86,413 | ) | |||||
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5. | Accounts Receivable |
Net accounts receivable were comprised of the following:
In thousands | June 29, 2013 | December 29, 2012 | ||||||
Trade receivables | $ | 140,828 | $ | 115,775 | ||||
Allowance for doubtful accounts | (5,046 | ) | (4,932 | ) | ||||
Allowance for sales returns | (10,963 | ) | (6,058 | ) | ||||
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Accounts receivable, net | $ | 124,819 | $ | 104,785 | ||||
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6. | Inventories |
Inventories were comprised of the following:
In thousands | June 29, 2013 | December 29, 2012 | ||||||
Raw materials and supplies | $ | 40,278 | $ | 37,920 | ||||
Work-in-process | 23,192 | 43,662 | ||||||
Finished goods | 20,096 | 29,761 | ||||||
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Inventories | $ | 83,566 | $ | 111,343 | ||||
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Precious Metals Consignment Arrangement
Jostens is a party to a precious metals consignment agreement with a major financial institution whereby it currently has the ability to obtain up to the lesser of a certain specified quantity of precious metals and $57.0 million in dollar value in consigned inventory. As required by the terms of the agreement, Jostens does not take title to consigned inventory until payment. Accordingly, Jostens does not include the value of consigned inventory or the corresponding liability in its consolidated financial statements. The value of consigned inventory at June 29, 2013 and December 29, 2012 was $17.4 million and $32.8 million, respectively. The agreement does not have a stated term, and it can be terminated by either party upon 60 days written notice. Additionally, Jostens incurred expenses for consignment fees related to this facility of $0.2 million for the three-month period ended June 29, 2013 and $0.3 million for the three-month period ended June 30, 2012. The consignment fees expensed for each of the six months ended June 29, 2013 and June 30, 2012 were $0.5 million. The obligations under the consignment agreement are guaranteed by Visant.
7. | Fair Value Measurements |
The Company measures fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the Company’s own credit risk.
The disclosure requirements around fair value establish a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:
• | Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. |
• | Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
• | Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques. |
The Company does not have financial assets or financial liabilities that are currently measured and reported on the balance sheet on a fair value basis except as noted in Note 10,Derivative Financial Instruments and Hedging Activities.
In addition to financial assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record non-financial assets and liabilities at fair value on a nonrecurring basis. During the six months ended June 29, 2013, certain assets were recorded at fair value on a nonrecurring basis as a result of impairment charges. Long-lived assets were measured at fair value on a nonrecurring basis using Level 2 inputs as defined in the fair value hierarchy. For the six-month period ended June 29, 2013, long-lived assets held and used with a carrying value of $1.8 million exceeded expected cash flows and were written down to their fair value of $1.1 million, resulting in an impairment charge of approximately $0.7 million. The fair value for such long-lived assets was based on observable market data for similar assets. The following table provides information by level for non-financial assets and liabilities that were measured at fair value during the six months ended June 29, 2013 on a nonrecurring basis.
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Fair Value Measurements Using | ||||||||||||||||||||
Fair Value | Quoted Prices in Active Market for Identical Assets Level 1 | Significant Other Observable Input Level 2 | Significant Unobservable Inputs Level 3 | |||||||||||||||||
In thousands | June 29, 2013 | Total Loss | ||||||||||||||||||
Long-lived assets held and used | $ | 1,100 | — | 1,100 | — | $ | 666 |
In addition to the methods and assumptions the Company uses to record the fair value of financial and non-financial instruments as discussed above, the Company used Level 2 inputs to estimate the fair value of its financial instruments which are not recorded at fair value on the balance sheet as of each of June 29, 2013 and December 29, 2012.
As of June 29, 2013, the fair value of Visant’s 10.00% senior notes due 2017 (the “Senior Notes”), with aggregate principal amount outstanding of $736.7 million, approximated $688.8 million at such date. As of June 29, 2013, the fair value of the term loan B facility maturing in 2016 (the “Term Loan Credit Facility”), with aggregate principal outstanding amount of $1,140.4 million, approximated $1,092.2 million at such date.
As of December 29, 2012, the fair value of Visant’s 10.00% senior notes due 2017, with aggregate principal amount outstanding of $736.7 million, approximated $682.9 million at such date. As of December 29, 2012, the fair value of the Term Loan Credit Facility, with aggregate principal amount outstanding of $1,152.4 million, approximated $1,047.1 million at such date.
Each of the Senior Notes and the Term Loan Credit Facility are classified within Level 2 of the valuation hierarchy as of each of June 29, 2013 and December 29, 2012.
8. | Goodwill and Other Intangible Assets |
The change in the carrying amount of goodwill is as follows:
In thousands | Scholastic | Memory Book | Marketing and Publishing Services | Total | ||||||||||||
Balance at December 29, 2012 | $ | 301,027 | $ | 391,178 | $ | 226,741 | $ | 918,946 | ||||||||
Goodwill additions during the period | — | — | — | — | ||||||||||||
Reduction in goodwill | — | — | — | — | ||||||||||||
Currency translation | (121 | ) | — | — | (121 | ) | ||||||||||
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Balance at June 29, 2013 | $ | 300,906 | $ | 391,178 | $ | 226,741 | $ | 918,825 | ||||||||
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Information regarding other intangible assets is as follows:
June 29, 2013 | December 29, 2012 | |||||||||||||||||||||||||
In thousands | Estimated | Gross carrying amount | Accumulated amortization | Net | Gross carrying amount | Accumulated amortization | Net | |||||||||||||||||||
School relationships | 10 years | $ | 330,000 | $ | (327,471 | ) | $ | 2,529 | $ | 330,000 | $ | (311,034 | ) | $ | 18,966 | |||||||||||
Internally developed software | 2 to 5 years | 8,600 | (8,600 | ) | — | 8,600 | (8,600 | ) | — | |||||||||||||||||
Patented/unpatented technology | 3 years | 14,873 | (12,460 | ) | 2,413 | 14,767 | (12,102 | ) | 2,665 | |||||||||||||||||
Customer relationships | 4 to 40 years | 159,668 | (66,131 | ) | 93,537 | 159,969 | (61,167 | ) | 98,802 | |||||||||||||||||
Trademarks (definite lived) | 20 years | 465 | (73 | ) | 392 | 489 | (65 | ) | 424 | |||||||||||||||||
Restrictive covenants | 3 to 10 years | 42,757 | (27,354 | ) | 15,403 | 53,189 | (34,203 | ) | 18,986 | |||||||||||||||||
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556,363 | (442,089 | ) | 114,274 | 567,014 | (427,171 | ) | 139,843 | |||||||||||||||||||
Trademarks | Indefinite | 261,480 | — | 261,480 | 261,480 | — | 261,480 | |||||||||||||||||||
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$ | 817,843 | $ | (442,089 | ) | $ | 375,754 | $ | 828,494 | $ | (427,171 | ) | $ | 401,323 | |||||||||||||
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Amortization expense related to other intangible assets was $13.0 million and $13.4 million for the three months ended June 29, 2013 and June 30, 2012, respectively. For the six months ended June 29, 2013 and June 30, 2012, amortization expense related to other intangible assets was $26.2 million and $27.2 million, respectively. During the first six months of fiscal 2013, approximately $11.0 million of fully amortized restrictive covenants were written off.
Based on intangible assets in service as of June 29, 2013, estimated amortization expense for the remainder of fiscal 2013 and each of the five succeeding fiscal years is $10.9 million for 2013, $16.0 million for 2014, $14.6 million for 2015, $12.6 million for 2016, $9.0 million for 2017 and $8.3 million for 2018.
9. | Debt |
Debt obligations as of June 29, 2013 and December 29, 2012 consisted of the following:
In thousands | June 29, 2013 | December 29, 2012 | ||||||
Senior secured term loan facilities, net of original issue discount of $13.6 million: | ||||||||
Term Loan B, variable rate, 5.25% at June 29, 2013 with quarterly interest payments, principal due and payable atmaturity - December 2016 | $ | 1,126,784 | $ | 1,136,905 | ||||
Senior notes, 10.00% fixed rate, with semi-annual interest payments of $36.8 million in April and October, principal due and payable at maturity - October 2017 | 736,670 | 736,670 | ||||||
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1,863,454 | 1,873,575 | |||||||
Equipment financing arrangements | 5,011 | 6,093 | ||||||
Capital lease obligations | 4,188 | 4,783 | ||||||
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Total debt | $ | 1,872,653 | $ | 1,884,451 | ||||
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Senior Secured Credit Facilities
In connection with the refinancing consummated by Visant on September 22, 2010 (the “Refinancing”), Visant entered into senior secured credit facilities among Visant, as borrower, Jostens Canada Ltd. (“Jostens Canada”), as Canadian borrower, Visant Secondary Holdings Corp. (“Visant Secondary”), as guarantor, the lenders from time to time parties thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and Credit Suisse AG, Toronto Branch, as Canadian administrative agent, for the Term Loan Credit Facility and a revolving credit facility expiring in 2015 consisting of a $165.0 million U.S. revolving credit facility available to Visant and its subsidiaries and a $10.0 million Canadian revolving credit facility available to Jostens Canada (the “Revolving Credit Facility” and together with the Term Loan Credit Facility, the “Credit Facilities”). The borrowing capacity under the Revolving Credit Facility can also be used for the issuance of up to $35.0 million of letters of credit (inclusive of a Canadian letter of credit facility). On March 1, 2011, Visant announced the completion of the repricing of the Term Loan Credit Facility (the “Repricing”). The amended Term Loan Credit Facility provides for an interest rate for each term loan based upon LIBOR or an alternative base rate (“ABR”) plus a spread of 4.00% or 3.00%, respectively, with a 1.25% LIBOR floor. In connection with the amendment, Visant was required to pay a prepayment premium of 1.00% of the outstanding principal amount of the Term Loan Credit Facility along with certain other fees and expenses. The Credit Facilities allow Visant, subject to certain conditions, to incur additional term loans under the Term Loan Credit Facility in either case in an
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aggregate principal amount of up to $300.0 million, which additional term loans will have the same security and guarantees as the Term Loan Credit Facility. Amounts borrowed under the Term Loan Credit Facility that are repaid or prepaid may not be reborrowed. On March 8, 2013, Visant made an aggregate payment of $12.0 million on the outstanding Term Loan Credit Facility, inclusive of a voluntary pre-payment of $1.3 million and a payment of $10.7 million under the excess cash flow provisions of the Term Loan Credit Facility.
Visant’s obligations under the Credit Facilities are unconditionally and irrevocably guaranteed jointly and severally by Visant Secondary and all of Visant’s material current and future wholly-owned domestic subsidiaries (the “U.S. Subsidiary Guarantors”). The obligations of Jostens Canada under the Credit Facilities are unconditionally and irrevocably guaranteed jointly and severally by Visant Secondary, Visant, the U.S. Subsidiary Guarantors and by any future Canadian subsidiaries of Visant. Visant’s obligations under the Credit Facilities and the guarantees are secured by substantially all of Visant’s assets and substantially all of the assets of Visant Secondary and the U.S. Subsidiary Guarantors. The obligations of Jostens Canada under the Credit Facilities and the guarantees are also secured by substantially all of the tangible and intangible assets of Jostens Canada and any future Canadian subsidiaries of Visant.
The Credit Facilities require that Visant not exceed a maximum total leverage ratio, that it meet a minimum interest coverage ratio and that it abide by a maximum capital expenditure limitation. In addition, the Credit Facilities contain certain restrictive covenants which, among other things, limit Visant’s and its subsidiaries’ ability to incur additional indebtedness and liens, pay dividends, prepay subordinated and senior unsecured debt, make investments, merge or consolidate, change the business, amend the terms of its subordinated and senior unsecured debt, engage in certain dispositions of assets, enter into sale and leaseback transactions, engage in certain transactions with affiliates and engage in certain other activities customarily restricted in such agreements. It also contains certain customary events of default, subject to applicable grace periods, as appropriate.
As of June 29, 2013, the annual interest rate under the Revolving Credit Facility was LIBOR plus 5.25% or an ABR plus 4.25% (or, in the case of Canadian dollar denominated loans, the bankers’ acceptance discount rate plus 5.25% or the Canadian prime rate plus 4.25% (subject to a floor of the one-month Canadian Dealer Offered Rate plus 1.00%)), in each case, with step-downs based on the total leverage ratio. To the extent that the interest rates on the borrowings under the Revolving Credit Facility are determined by reference to LIBOR, the LIBOR component of such interest rates is subject to a LIBOR floor of 1.75%.
As of June 29, 2013, there was $11.5 million outstanding in the form of letters of credit, leaving $163.5 million available for borrowing under the Revolving Credit Facility. Visant is obligated to pay commitment fees of 0.75% on the unused portion of the Revolving Credit Facility, with a step-down to 0.50% if the total leverage ratio is below 5.00 to 1.00.
Senior Notes
In connection with the issuance of the Senior Notes as part of the Refinancing, Visant and the U.S. Subsidiary Guarantors entered into an Indenture among Visant, the U.S. Subsidiary Guarantors and U.S. Bank National Association, as trustee (the “Indenture”). The Senior Notes are guaranteed on a senior unsecured basis by the U.S. Subsidiary Guarantors. Interest on the notes accrues at the rate of 10.00% per annum and is payable semi-annually in arrears on April 1 and October 1, to holders of record on the immediately preceding March 15 and September 15.
The Senior Notes are senior unsecured obligations of Visant and the U.S. Subsidiary Guarantors and rank (i) equally in right of payment with any existing and future senior unsecured indebtedness of Visant and the U.S. Subsidiary Guarantors; (ii) senior to all of Visant’s and the U.S. Subsidiary Guarantors’ existing, and any of Visant’s and the U.S. Subsidiary Guarantors’ future, subordinated indebtedness; (iii) effectively junior to all of Visant’s existing and future secured obligations and the existing and future secured obligations of the U.S. Subsidiary Guarantors, including indebtedness under the Credit Facilities, to the extent of the value of the assets securing such obligations; and (iv) structurally subordinated to all liabilities of Visant’s existing and future subsidiaries that do not guarantee the Senior Notes. The Senior Notes are redeemable, in whole or in part, under certain circumstances. Upon the occurrence of certain change of control events, the holders have the right to require Visant to offer to purchase the Senior Notes at 101% of their principal amount, plus accrued and unpaid interest and additional interest, if any.
The Indenture contains restrictive covenants that limit, among other things, the ability of Visant and its restricted subsidiaries to (i) incur additional indebtedness or issue certain preferred stock, (ii) pay dividends on or make other distributions or repurchase capital stock or make other restricted payments, (iii) make investments, (iv) limit dividends or other payments by
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restricted subsidiaries to Visant or other restricted subsidiaries, (v) create liens on pari passu or subordinated indebtedness without securing the notes, (vi) sell certain assets or merge with or into other companies or otherwise dispose of all or substantially all of Visant’s assets, (vii) enter into certain transactions with affiliates and (viii) designate Visant’s subsidiaries as unrestricted subsidiaries. The Indenture also contains customary events of default, including the failure to make timely payments on the Senior Notes or other material indebtedness, the failure to satisfy certain covenants and specified events of bankruptcy and insolvency.
10. | Derivative Financial Instruments and Hedging Activities |
Risk Management Objective of Using Derivatives
The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known or uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings.
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its management of interest rate risk. During the three and six months ended June 29, 2013, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. As of June 29, 2013, the Company had three outstanding interest rate derivatives with an outstanding aggregate notional amount of $550 million.
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. As of June 29, 2013, there was no ineffectiveness on the outstanding interest rate derivatives. Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. The Company estimates that $3.2 million will be reclassified as an increase to interest expense through the first fiscal quarter of 2014.
The fair value of outstanding derivative instruments as of June 29, 2013 and December 29, 2012 was as follows:
Classification in the Consolidated Balance Sheets
In thousands | June 29, 2013 | December 29, 2012 | ||||||||
Liability Derivatives: | ||||||||||
Derivatives designated as hedging instruments | ||||||||||
Interest rate swaps | Other accrued liabilities | $ | 3,247 | $ | 3,399 | |||||
Interest rate swaps | Other noncurrent liabilities | 2,418 | 5,205 | |||||||
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Total | $ | 5,665 | $ | 8,604 | ||||||
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13
The following table summarizes the activity of derivative instruments that qualify for hedge accounting as of December 29, 2012 and June 29, 2013, and the impact of such derivative instruments on accumulated other comprehensive loss for the six months ended June 29, 2013:
In thousands | December 29, 2012 | Amount of loss recognized in Accumulated Other Comprehensive Loss on derivatives (effective portion) | Amount of loss reclassified from Accumulated Other Comprehensive Loss to interest expense (effective portion) | June 29, 2013 | ||||||||||||
Interest rate swaps designated as cash flow hedges | $ | (8,604 | ) | $ | 1,177 | $ | 1,762 | $ | (5,665 | ) |
The following table provides the location in the Company’s financial statements of the recognized gain or loss related to such derivative instruments:
Three months ended | ||||||||
In thousands | June 29, 2013 | June 30, 2012 | ||||||
Interest rate swaps designated as cash flow hedges recognized in interest expense | $ | 881 | $ | 961 | ||||
Six months ended | ||||||||
In thousands | June 29, 2013 | June 30, 2012 | ||||||
Interest rate swaps designated as cash flow hedges recognized in interest expense | $ | 1,762 | $ | 1,901 |
Based on an evaluation of the inputs used, the Company has categorized its derivative instruments to be within Level 2 of the fair value hierarchy. Any transfer into or out of a level of the fair value hierarchy is recognized based on the value of the derivative instruments at the end of the applicable reporting period.
Non-designated Hedges
Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to foreign exchange rate movements but do not meet the hedge accounting requirements. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of each of June 29, 2013 and June 30, 2012, the Company did not have any derivatives outstanding that were not designated as hedges.
Credit-risk-related Contingent Features
The Company has an agreement with each of its derivative counterparties that contains a provision whereby the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on such indebtedness.
As of June 29, 2013, the termination value of derivatives in a net liability position, which included accrued interest but excluded any adjustment for nonperformance risk, related to these agreements was $6.8 million. As of June 29, 2013, the Company had not posted any collateral related to these agreements. If the Company had breached any of these provisions at June 29, 2013, it could have been required to settle its obligations under the agreements at their termination value of $6.8 million.
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11. | Commitments and Contingencies |
Forward Purchase Contracts
The Company is subject to market risk associated with changes in the price of precious metals. To mitigate the commodity price risk, the Company may from time to time enter into forward contracts to purchase gold, platinum and silver based upon the estimated ounces needed to satisfy projected customer demand. The Company had purchase commitment contracts totaling $22.2 million outstanding as of June 29, 2013 with delivery dates occurring through 2014. The forward purchase contracts are considered normal purchases and therefore are not subject to the requirements of derivative accounting. As of June 29, 2013, the fair market value of open precious metal forward contracts was $17.9 million based on quoted future prices for each contract.
12. | Income Taxes |
Visant and its subsidiaries are included in the consolidated federal income tax filing of its indirect parent company, Holdco, and its consolidated subsidiaries. The Company determines and allocates its income tax provision under the separate-return method except for the effects of certain provisions of the U.S. tax code which are accounted for on a consolidated group basis. Income tax amounts payable or receivable among members of the controlled group are settled based on the filing of income tax returns and the cash requirements of the respective members of the consolidated group.
In connection with the taxable loss incurred by Holdco in 2010 as a result of the Refinancing and the related deduction of $97.2 million for previously tax-deferred original issue discount, Holdco derived certain income tax benefits that have since been fully utilized. The utilization of these tax benefits resulted in unsettled intra-group income taxes receivable and payable balances at Holdco and Visant, respectively. During the quarter ended June 29, 2013, these balances were settled when Holdco contributed approximately $60.5 million of income tax receivables to Visant.
The Company recorded an income tax provision for the six months ended June 29, 2013 based on its best estimate of the consolidated effective tax rate applicable for the entire 2013 fiscal year. The estimated full-year consolidated effective tax rate for fiscal 2013 is 42.5% before taking into account the impact of $0.1 million of accruals considered a current period tax benefit. The combined effect of the annual estimated consolidated effective tax rate and the net current period tax adjustments resulted in an effective tax rate of 42.4% for the six-month period ended June 29, 2013.
For the comparable six-month period ended June 30, 2012, the effective income tax rate was 42.0%. The increase in tax rate for the six-month period ended June 29, 2013 was due largely to a nonrecurring reduction in tax reserves during 2012 that was not present in the comparable period for 2013. This unfavorable tax rate effect was partially offset by the favorable tax rate effect in 2013 of the domestic manufacturing deduction. The tax provision for the six-month period ended June 29, 2013 also included a tax benefit of $0.2 million for research and development tax credits from 2012 as a result of tax legislation enacted during January 2013.
The Company anticipates that the net operating losses from 2010 and 2011 that were not utilized during 2012 will be fully utilized in 2013. Accordingly, the Company’s estimated consolidated effective tax rate for fiscal 2013 reflects a benefit for the domestic manufacturing deduction, although this benefit is limited as a result of reduced taxable income resulting from the net operating loss carryforward deductions. The effect of foreign earnings repatriations continues to unfavorably impact the Company’s effective tax rate.
For the six-month period ended June 29, 2013, the Company provided net tax and interest accruals for unrecognized tax benefits of $0.2 million. At June 29, 2013, the Company’s unrecognized tax benefit liability totaled $11.6 million, including interest and penalty accruals totaling $3.1 million. At December 29, 2012, the Company’s unrecognized tax benefit liability totaled $11.4 million, including interest and penalty accruals totaling $3.0 million. Substantially all of the liability was included in noncurrent liabilities for both periods.
Holdco’s income tax filings for 2005 to 2011 are subject to examination in the U.S federal tax jurisdiction. In connection with an examination of Holdco’s income tax filings for 2005 and 2006, the Internal Revenue Service proposed certain transfer price adjustments with which the Company disagreed in order to preserve its right to seek relief from double taxation with the applicable U.S. and French tax authorities. The Company is also subject to examination in certain state jurisdictions for the 2005 to 2011 periods, none of which was individually material. The Company’s French income tax filings for 2010 and 2011 are presently under examination by the French tax authorities. The Canada Revenue Agency examination of the Company’s Canadian income tax filings for 2007 and 2008 was concluded in 2011 without adjustment. Although subject to uncertainty, the Company believes it has made appropriate provisions for all outstanding issues for all
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open years and in all applicable jurisdictions. Due primarily to the potential for resolution of the Company’s current U.S. federal examination and the expiration of the related statute of limitations, it is reasonably possible that the Company’s gross unrecognized tax benefit liability could change within the next twelve months by a range of zero to $7.4 million.
President Obama’s administration has proposed significant changes to U.S. tax laws for U.S. corporations doing business outside the United States, including a proposal to defer certain tax deductions allocable to non-U.S. earnings until those earnings are repatriated. As discussion continues over comprehensive U.S. tax reform, it is not presently possible to predict the effect on the Company of tax legislation not yet enacted.
13. | Benefit Plans |
Pension and Other Postretirement Benefit Plans
Net periodic benefit expense (income) for pension and other postretirement benefit plans is presented below:
Pension benefits | Postretirement benefits | |||||||||||||||
Three months ended | Three months ended | |||||||||||||||
In thousands | June 29, 2013 | June 30, 2012 | June 29, 2013 | June 30, 2012 | ||||||||||||
Service cost | $ | 280 | $ | 1,146 | $ | 1 | $ | 1 | ||||||||
Interest cost | 4,103 | 4,492 | 10 | 16 | ||||||||||||
Expected return on plan assets | (5,489 | ) | (6,009 | ) | — | — | ||||||||||
Amortization of prior service cost | — | (211 | ) | (69 | ) | (69 | ) | |||||||||
Amortization of net actuarial loss | 1,107 | 1,528 | 13 | 6 | ||||||||||||
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Net periodic benefit expense (income) | $ | 1 | $ | 946 | $ | (45 | ) | $ | (46 | ) | ||||||
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Pension benefits | Postretirement benefits | |||||||||||||||
Six months ended | Six months ended | |||||||||||||||
In thousands | June 29, 2013 | June 30, 2012 | June 29, 2013 | June 30, 2012 | ||||||||||||
Service cost | $ | 560 | $ | 2,292 | $ | 2 | $ | 2 | ||||||||
Interest cost | 8,206 | 8,985 | 20 | 32 | ||||||||||||
Expected return on plan assets | (10,978 | ) | (12,018 | ) | — | — | ||||||||||
Amortization of prior service cost | — | (422 | ) | (138 | ) | (138 | ) | |||||||||
Amortization of net actuarial loss | 2,214 | 3,057 | 26 | 13 | ||||||||||||
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Net periodic benefit expense (income) | $ | 2 | $ | 1,894 | $ | (90 | ) | $ | (91 | ) | ||||||
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As of December 29, 2012, the Company did not expect to have an obligation to contribute to its qualified pension plans in 2013 due to the funded status and credit balances of the qualified plans, and this expectation for 2013 had not changed as of June 29, 2013. For the six months ended June 29, 2013, the Company did not make any contributions to its qualified pension plans and contributed $1.3 million and less than $0.1 million to its non-qualified pension plans and postretirement welfare plans, respectively. The non-qualified pension payments made were consistent with the amount anticipated as of December 29, 2012.
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14. | Stock-Based Compensation |
2003 Stock Incentive Plan
The 2003 Stock Incentive Plan (the “2003 Plan”) was approved by Holdco’s Board of Directors and was effective as of October 30, 2003. The 2003 Plan permits Holdco to grant to key employees and certain other persons stock options and stock awards and provides for a total of 288,023 shares of common stock for issuance of options and awards to employees of Holdco and its subsidiaries and a total of 10,000 shares of common stock for issuance of options and awards to directors and other persons providing services to Holdco. As of June 29, 2013, there were 291,291 shares in total available for grant under the 2003 Plan. The maximum grant to any one person must not exceed 70,400 shares in the aggregate. Holdco does not currently intend to make any additional grants under the 2003 Plan.
Option grants consist of “time options”, which vest and become exercisable in annual installments over the first five years following the date of grant, and/or “performance options”, which vest and become exercisable over the first five years following the date of grant at varying levels based on the achievement of certain EBITDA targets, and in any event by the eighth anniversary of the date of grant. The performance vesting includes certain carryforward provisions if targets are not achieved in a particular fiscal year and performance in a subsequent fiscal year satisfies cumulative performance targets, subject to certain conditions. Upon the occurrence of a “change in control” (as defined in the 2003 Plan), the unvested portion of any time option will immediately become vested and exercisable, and the vesting and exercisability of the unvested portion of any performance option may accelerate depending on the timing of the change of control and return on DLJMBP III’s equity investment in Holdco, all as provided under the 2003 Plan. A “change in control” under the 2003 Plan is defined as: (i) any person or other entity (other than any of Holdco’s subsidiaries), including any “person” as defined in Section 13(d)(3) of the Exchange Act, other than certain of the DLJMBP funds or affiliated parties thereof, becoming the beneficial owner, directly or indirectly, in a single transaction or a series of related transactions, by way of merger, consolidation or other business combination, of securities of Holdco representing more than 51% of the total combined voting power of all classes of capital stock of Holdco (or its successor) normally entitled to vote for the election of directors of Holdco or (ii) the sale of all or substantially all of the property or assets of Holdco to any unaffiliated person or entity other than one of Holdco’s subsidiaries is consummated. The Transactions did not constitute a change of control under the 2003 Plan. Options issued under the 2003 Plan in January 2004 expire on the tenth anniversary of the grant date, in or about January 2014. The shares underlying the options are subject to certain transfer and other restrictions set forth in a management stockholders agreement dated July 29, 2003, by and among Holdco and certain holders of the capital stock of Holdco. Participants under the 2003 Plan also agree to certain restrictive covenants with respect to confidential information learned in their employment and certain non-competition obligations in connection with their receipt of options.
2004 Stock Option Plan
In connection with the closing of the Transactions, Holdco established a new stock option plan, which permits Holdco to grant to key employees and certain other persons of Holdco and its subsidiaries various equity-based awards, including stock options and restricted stock. The plan, currently known as the Third Amended and Restated 2004 Stock Option Plan for Key Employees of Visant Holding Corp. and Subsidiaries (the “2004 Plan”), provides for the issuance of a total of 510,230 shares of Holdco Class A Common Stock (“Class A Common Stock”). As of June 29, 2013, there were 156,535 shares available for grant under the 2004 Plan. Shares related to grants that are forfeited, terminated, cancelled or expire unexercised become available for new grants.
Option grants consist of “time options”, which fully vested and became exercisable in annual installments through 2009 (for those options granted in 2004 and 2005), and/or “performance options”, which vest and become exercisable following the date of grant based upon the achievement of certain EBITDA and other performance targets, and in any event by the eighth anniversary of the date of grant. The performance vesting includes certain carryforward provisions if targets are not achieved in a particular fiscal year and performance in a subsequent fiscal year satisfies cumulative performance targets. Upon the occurrence of a “change in control” (as defined under the 2004 Plan), the unvested portion of any time option will immediately become vested and exercisable, and the vesting and exercisability of the unvested portion of any performance option may accelerate, if certain EBITDA or other performance measures have been satisfied. A “change in control” under the 2004 Plan is defined as: (i) the sale (in one or a series of transactions) of all or substantially all of the assets of Holdco to an unaffiliated person; (ii) a sale (in one transaction or a series of transactions) resulting in more than 50% of the voting stock of Holdco being held by an unaffiliated person; (iii) a merger, consolidation, recapitalization or reorganization of Holdco with or into an unaffiliated person; in the case of each of clauses (i) through (iii) above, if and only if any such event results in the inability of the Sponsors, or any member or members of the Sponsors, to designate or elect a majority of Holdco’s
17
Board of Directors (or the board of directors of the resulting entity or its parent company). The option exercise period is determined at the time of grant of the option but may not extend beyond the end of the calendar year that is ten calendar years after the date the option is granted. Options granted under the 2004 Plan will begin expiring in late 2014. All stock options, restricted shares and any common stock received upon the exercise of such equity awards or with respect to which restrictions lapse are governed by a management stockholder’s agreement and a sale participation agreement. As of June 29, 2013, there were 254,546 options vested under the 2004 Plan and no options unvested and subject to future vesting.
Jostens Long-Term Incentives
Certain key Jostens employees participate in the Jostens 2012 long-term incentive plan, a long-term phantom share incentive program (the “2012 LTIP”). The program provides for the grant of phantom shares to the participating employee, which are subject to vesting and other terms and conditions and restrictions of the share award, which may include meeting certain performance metrics and continued employment. The grants will be settled in cash in a lump sum amount based on the fair market value of the Class A Common Stock and the number of shares in which the employee has vested, following the end of fiscal year 2014 (which occurs on January 3, 2015). In the case of a limited number of certain senior executives of Jostens, absent a change of control prior to January 3, 2015, payment with respect to a portion of the lump sum payment in respect of the performance award in which the executive vests as of the end of fiscal year 2014 will not be due until the earlier of a change in control or early 2016 (and not later than March 15, 2016). The awards provide for certain vesting and settlement of the vested award following the occurrence of certain termination of employment events prior to January 3, 2015, as described therein. Unvested shares, including if the respective performance target is not achieved, are forfeited without payment. The awards are also subject to certain agreements by the employee as to confidentiality, non-competition and non-solicitation to which the employee is bound during his or her employment and for two years following a separation of service.
Certain key Jostens employees received an extraordinary long-term phantom share incentive grant in April 2013 (the “April 2013 Special LTIP”). The grants of phantom shares to the participating employees were made on terms similar to the 2012 LTIP, including that such shares are subject to vesting based on continued employment. The grants will be settled in cash in a lump sum amount based on the fair market value of the Class A Common Stock and the number of shares in which the employee has vested, following the end of fiscal year 2015 (which occurs on January 2, 2016). The awards provide for certain vesting and settlement of the vested award following the occurrence of certain termination of employment events prior to January 2, 2016, as described therein. Unvested shares are forfeited without payment. The awards are also subject to certain agreements by the employee as to confidentiality, non-competition and non-solicitation to which the employee is bound during his or her employment and for two years following a separation of service.
Common Stock
Visant is an indirect, wholly-owned subsidiary of Holdco. The Sponsors hold shares of the Class A Common Stock of Holdco, and additionally Visant’s equity-based incentive compensation plans are based on the value of the Class A Common Stock. There is no established public market for the Class A Common Stock. The fair market value of the Class A Common Stock is established pursuant to the terms of the 2004 Plan and is determined by a third party valuation, and the methodology to determine the fair market value under the equity incentive plans does not give effect to any premium for control or discount for minority interests or restrictions on transfers. Fair value includes any premium for control or discount for minority interests or restrictions on transfers. Holdco used a discounted cash flow analysis and selected public company analysis to determine the enterprise value and share price for the Class A Common Stock.
For the three months ended June 29, 2013 and June 30, 2012, Visant recognized total stock-based compensation expense of $0.2 million and $0.1 million, respectively. For the six months ended June 29, 2013 and June 30, 2012, Visant recognized total stock-based compensation expense of $0.1 million and $0.2 million, respectively. Stock-based compensation is included in selling and administrative expenses.
For the six-month periods ended June 29, 2013 and June 30, 2012, there were no issuances of restricted shares or stock options.
As of June 29, 2013, $0.1 million of total unrecognized stock-based compensation expense related to restricted shares is expected to be recognized over a weighted-average period of less than one year.
18
Stock Options
The following table summarizes stock option activity for the Company:
Options in thousands | Options | Weighted - average exercise price | ||||||
Outstanding at December 29, 2012 | 317 | $ | 49.28 | |||||
Exercised | (12 | ) | $ | 37.05 | ||||
Granted | — | $ | — | |||||
Forfeited/expired | (44 | ) | $ | 99.55 | ||||
|
| |||||||
Outstanding at June 29, 2013 | 261 | $ | 41.29 | |||||
|
| |||||||
Vested or expected to vest at June 29, 2013 | 261 | $ | 41.29 | |||||
|
| |||||||
Exercisable at June 29, 2013 | 261 | $ | 41.29 | |||||
|
|
The weighted-average remaining contractual life of outstanding options at June 29, 2013 was approximately 1.6 years. As of June 29, 2013, there was no unrecognized stock-based compensation expense related to stock options expected to be recognized.
LTIPs
The following table summarizes the 2012 LTIP award activity for the Company:
Units in thousands | 2012 LTIP | |||
Outstanding at December 29, 2012 | 66 | |||
Granted | — | |||
Forfeited/Expired | — | |||
Settled/Paid | (1 | ) | ||
Cancelled | (27 | ) | ||
|
| |||
Outstanding at June 29, 2013 | 38 | |||
|
| |||
Vested or expected to vest at June 29, 2013 | 18 | |||
|
|
19
The following table summarizes the April 2013 Special LTIP award activity for the Company:
Units in thousands | April 2013 Special LTIP | |||
Outstanding at December 29, 2012 | — | |||
Granted | 13 | |||
Forfeited/Expired | — | |||
Settled/Paid | — | |||
Cancelled | — | |||
|
| |||
Outstanding at June 29, 2013 | 13 | |||
|
| |||
Vested or expected to vest at June 29, 2013 | 13 | |||
|
|
As of June 29, 2013, there was $0.5 million and $0.6 million of unrecognized stock-based compensation expense related to the 2012 LTIP and April 2013 Special LTIP, respectively, to be recognized.
15. | Business Segments |
The Company’s three reportable segments consist of:
• | Scholastic—provides services in conjunction with the marketing, sale and production of class rings and an array of graduation products and other scholastic affinity products to students and administrators primarily in high schools, colleges and other post-secondary institutions; |
• | Memory Book—provides services in conjunction with the publication, marketing, sale and production of school yearbooks, memory books and related products that help people tell their stories and chronicle important events; and |
• | Marketing and Publishing Services—provides services in conjunction with the development, marketing, sale and production of multi-sensory and interactive advertising sampling systems and packaging, primarily for the fragrance, cosmetic and personal care segments, and provides innovative products and related services to the direct marketing sector. The group also produces book components primarily for the educational and trade publishing segments. |
20
The following table presents information of the Company by business segment:
Three months ended | ||||||||||||||||
In thousands | June 29, 2013 | June 30, 2012 | $ Change | % Change | ||||||||||||
Net sales | ||||||||||||||||
Scholastic | $ | 127,149 | $ | 127,937 | $ | (788 | ) | (0.6 | %) | |||||||
Memory Book | 247,785 | 257,565 | (9,780 | ) | (3.8 | %) | ||||||||||
Marketing and Publishing Services | 73,673 | 79,419 | (5,746 | ) | (7.2 | %) | ||||||||||
Inter-segment eliminations | (71 | ) | (266 | ) | 195 | NM | ||||||||||
|
|
|
|
|
| |||||||||||
$ | 448,536 | $ | 464,655 | $ | (16,119 | ) | (3.5 | %) | ||||||||
|
|
|
|
|
| |||||||||||
Operating income | ||||||||||||||||
Scholastic | $ | 22,880 | $ | 18,716 | $ | 4,164 | 22.2 | % | ||||||||
Memory Book | 112,358 | 114,536 | (2,178 | ) | (1.9 | %) | ||||||||||
Marketing and Publishing Services | 2,055 | 4,255 | (2,200 | ) | (51.7 | %) | ||||||||||
|
|
|
|
|
| |||||||||||
$ | 137,293 | $ | 137,507 | $ | (214 | ) | (0.2 | %) | ||||||||
|
|
|
|
|
| |||||||||||
Depreciation and Amortization | ||||||||||||||||
Scholastic | $ | 6,866 | $ | 6,639 | $ | 227 | 3.4 | % | ||||||||
Memory Book | 11,156 | 10,858 | 298 | 2.7 | % | |||||||||||
Marketing and Publishing Services | 7,799 | 8,076 | (277 | ) | (3.4 | %) | ||||||||||
|
|
|
|
|
| |||||||||||
$ | 25,821 | $ | 25,573 | $ | 248 | 1.0 | % | |||||||||
|
|
|
|
|
|
NM = Not meaningful
21
Six months ended | ||||||||||||||||
In thousands | June 29, 2013 | June 30, 2012 | $ Change | % Change | ||||||||||||
Net sales | ||||||||||||||||
Scholastic | $ | 272,723 | $ | 283,338 | $ | (10,615 | ) | (3.7 | %) | |||||||
Memory Book | 253,419 | 263,088 | (9,669 | ) | (3.7 | %) | ||||||||||
Marketing and Publishing Services | 167,565 | 177,310 | (9,745 | ) | (5.5 | %) | ||||||||||
Inter-segment eliminations | (235 | ) | (278 | ) | 43 | NM | ||||||||||
|
|
|
|
|
| |||||||||||
$ | 693,472 | $ | 723,458 | $ | (29,986 | ) | (4.1 | %) | ||||||||
|
|
|
|
|
| |||||||||||
Operating income | ||||||||||||||||
Scholastic | $ | 43,800 | $ | 42,638 | $ | 1,162 | 2.7 | % | ||||||||
Memory Book | 97,696 | 100,142 | (2,446 | ) | (2.4 | %) | ||||||||||
Marketing and Publishing Services | 8,864 | 16,321 | (7,457 | ) | (45.7 | %) | ||||||||||
|
|
|
|
|
| |||||||||||
$ | 150,360 | $ | 159,101 | $ | (8,741 | ) | (5.5 | %) | ||||||||
|
|
|
|
|
| |||||||||||
Depreciation and Amortization | ||||||||||||||||
Scholastic | $ | 16,420 | $ | 15,841 | $ | 579 | 3.7 | % | ||||||||
Memory Book | 19,417 | 19,209 | 208 | 1.1 | % | |||||||||||
Marketing and Publishing Services | 16,139 | 16,521 | (382 | ) | (2.3 | %) | ||||||||||
|
|
|
|
|
| |||||||||||
$ | 51,976 | $ | 51,571 | $ | 405 | 0.8 | % | |||||||||
|
|
|
|
|
|
NM = Not meaningful
16. | Related Party Transactions |
Management Services Agreement
In connection with the Transactions, Holdco entered into a management services agreement with the Sponsors pursuant to which the Sponsors provide certain structuring, consulting and management advisory services. Under the management services agreement, during the term the Sponsors receive an annual advisory fee of $3.0 million that is payable quarterly and which increases by 3% per year. Holdco incurred advisory fees from the Sponsors of $0.9 million for each of the three-month periods ended June 29, 2013 and June 30, 2012. The Company incurred advisory fees from the Sponsors of $1.8 million for each of the six-month periods ended June 29, 2013 and June 30, 2012. The management services agreement also provides that Holdco will indemnify the Sponsors and their affiliates, directors, officers and representatives for losses relating to the services contemplated by the management services agreement and the engagement of the Sponsors pursuant to, and the performance by the Sponsors of the services contemplated by, the management services agreement.
Other
KKR Capstone is a team of operational professionals who work exclusively with KKR’s investment professionals and portfolio company management teams to enhance and strengthen operations in KKR’s portfolio companies. The Company has retained KKR Capstone from time to time to provide certain of its businesses with consulting services primarily to help identify and implement operational improvements and other strategic efforts within its businesses. The Company did not incur any charges for each of the three months ended June 29, 2013 and June 30, 2012 for services provided by KKR Capstone. The Company did not incur any charges during the six months ended June 29, 2013 and incurred approximately $0.2 million of charges during the six months ended June 30, 2012 for services provided by KKR Capstone. An affiliate of KKR Capstone has an ownership interest in Holdco.
Certain of the lenders under the Credit Facilities and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with Visant and its affiliates. Such parties have received (or will receive) customary fees and commissions for these transactions.
Affiliates of Credit Suisse Securities (USA) LLC and KKR Capital Markets LLC act as lenders and/or as agents under the Credit Facilities and were initial purchasers of the Senior Notes, for which they received and will receive customary fees and expenses and are indemnified by the Company against certain liabilities. Each of Credit Suisse Securities (USA) LLC and KKR Capital Markets LLC is an affiliate of one of the Sponsors.
22
In December 2012, the Company repurchased for retirement in privately negotiated transactions $13.3 million in aggregate principal amount of Senior Notes. An affiliate of KKR served in an agency capacity for the broker executing the repurchases on the Company’s behalf, for which the affiliate received customary compensation.
In 2011, Visant entered into pay-fixed/receive-floating interest rate swap transactions (the “Swap Transactions”) with respect to its variable rate term loan indebtedness under the Credit Facilities. The counterparties to the Swap Transactions or their affiliates are parties to the Credit Facilities. Such parties have received (or will receive) customary fees and commissions for such transactions. Credit Suisse International, which is a counterparty to one of the Swap Transactions, is an affiliate of DLJMBP III.
The Company is party to an agreement with CoreTrust Purchasing Group (“CoreTrust”), a group purchasing organization, pursuant to which the Company avails itself of the terms and conditions of the CoreTrust purchasing organization for certain purchases, including its prescription drug benefit program. An affiliate of KKR is party to an agreement with CoreTrust which permits certain KKR affiliates, including Visant, the benefit of utilizing the CoreTrust group purchasing program. CoreTrust receives payment of fees for administrative and other services provided by CoreTrust from certain vendors based on the products and services purchased by the Company and other parties, and CoreTrust shares a portion of such fees with the KKR affiliate.
The Company has participated in providing integrated marketing programs with an affiliate of First Data Corporation, a company which is owned and controlled by affiliates of KKR. This collaborative arrangement was terminated during the quarter ended September 29, 2012, subject to certain possible residual revenue. For the six months ended June 29, 2013, no such revenue was recognized. For the six months ended June 30, 2012, the amount of revenue that the Company recognized through this arrangement was not material to its financial statements.
17. | Condensed Consolidating Guarantor Information |
As discussed in Note 9,Debt, Visant’s obligations under the Credit Facilities and the Senior Notes are guaranteed by certain of its wholly-owned subsidiaries on a full, unconditional and joint and several basis. The following tables present condensed consolidating financial information for Visant, as issuer, and its guarantor and non-guarantor subsidiaries. Included in the presentation of “Equity (earnings) loss in subsidiary, net of tax” is the elimination of intercompany interest expense incurred by the guarantors in the amount of $32.8 million and $33.6 million for the three-month periods ended June 29, 2013 and June 30, 2012, respectively. The elimination of intercompany interest expense incurred by the guarantors was $66.2 million and $67.5 million for the six-month periods ended June 29, 2013 and June 30, 2012, respectively.
23
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
Three months ended June 29, 2013
In thousands | Visant | Guarantors | Non- Guarantors | Eliminations | Total | |||||||||||||||
Net sales | $ | — | $ | 430,634 | $ | 23,703 | $ | (5,801 | ) | $ | 448,536 | |||||||||
Cost of products sold | — | 183,196 | 12,227 | (5,809 | ) | 189,614 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Gross profit | — | 247,438 | 11,476 | 8 | 258,922 | |||||||||||||||
Selling and administrative expenses | 728 | 110,796 | 7,428 | — | 118,952 | |||||||||||||||
Loss on sale of assets | — | 4 | — | — | 4 | |||||||||||||||
Special charges | — | 2,673 | — | — | 2,673 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Operating (loss) income | (728 | ) | 133,965 | 4,048 | 8 | 137,293 | ||||||||||||||
Net interest expense | 37,914 | 33,167 | 64 | (32,751 | ) | 38,394 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
(Loss) income before income taxes | (38,642 | ) | 100,798 | 3,984 | 32,759 | 98,899 | ||||||||||||||
Provision for income taxes | 2,529 | 38,338 | 1,308 | 4 | 42,179 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
(Loss) income from operations | (41,171 | ) | 62,460 | 2,676 | 32,755 | 56,720 | ||||||||||||||
Equity (earnings) in subsidiary, net of tax | (97,891 | ) | (2,676 | ) | — | 100,567 | — | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net income | $ | 56,720 | $ | 65,136 | $ | 2,676 | $ | (67,812 | ) | $ | 56,720 | |||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Comprehensive income | $ | 58,187 | $ | 65,771 | $ | 2,146 | $ | (67,917 | ) | $ | 58,187 | |||||||||
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
Three months ended June 30, 2012
In thousands | Visant | Guarantors | Non- Guarantors | Eliminations | Total | |||||||||||||||
Net sales | $ | — | $ | 442,790 | $ | 31,868 | $ | (10,003 | ) | $ | 464,655 | |||||||||
Cost of products sold | — | 189,704 | 18,586 | (10,185 | ) | 198,105 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Gross profit | — | 253,086 | 13,282 | 182 | 266,550 | |||||||||||||||
Selling and administrative expenses | (47 | ) | 115,260 | 6,956 | — | 122,169 | ||||||||||||||
Gain on sale of assets | — | (328 | ) | — | — | (328 | ) | |||||||||||||
Special charges | — | 7,202 | — | — | 7,202 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Operating income | 47 | 130,952 | 6,326 | 182 | 137,507 | |||||||||||||||
Net interest expense | 38,885 | 34,104 | 38 | (33,584 | ) | 39,443 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
(Loss) income before income taxes | (38,838 | ) | 96,848 | 6,288 | 33,766 | 98,064 | ||||||||||||||
Provision for income taxes | 3,364 | 35,994 | 2,020 | 73 | 41,451 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
(Loss) income from operations | (42,202 | ) | 60,854 | 4,268 | 33,693 | 56,613 | ||||||||||||||
Equity (earnings) in subsidiary, net of tax | (98,815 | ) | (4,268 | ) | — | 103,083 | — | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net income | $ | 56,613 | $ | 65,122 | $ | 4,268 | $ | (69,390 | ) | $ | 56,613 | |||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Comprehensive income | $ | 55,066 | $ | 65,878 | $ | 3,688 | $ | (69,566 | ) | $ | 55,066 | |||||||||
|
|
|
|
|
|
|
|
|
|
24
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
Six months ended June 29, 2013
In thousands | Visant | Guarantors | Non- Guarantors | Eliminations | Total | |||||||||||||||
Net sales | $ | — | $ | 657,958 | $ | 46,113 | $ | (10,599 | ) | $ | 693,472 | |||||||||
Cost of products sold | — | 295,401 | 25,882 | (10,777 | ) | 310,506 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Gross profit | — | 362,557 | 20,231 | 178 | 382,966 | |||||||||||||||
Selling and administrative expenses | (252 | ) | 214,018 | 15,283 | — | 229,049 | ||||||||||||||
Loss on sale of assets | — | 27 | — | — | 27 | |||||||||||||||
Special charges | — | 3,530 | — | — | 3,530 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Operating income | 252 | 144,982 | 4,948 | 178 | 150,360 | |||||||||||||||
Net interest expense | 76,759 | 67,091 | 97 | (66,173 | ) | 77,774 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
(Loss) income before income taxes | (76,507 | ) | 77,891 | 4,851 | 66,351 | 72,586 | ||||||||||||||
Provision for income taxes | 1,233 | 27,727 | 1,771 | 70 | 30,801 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
(Loss) income from operations | (77,740 | ) | 50,164 | 3,080 | 66,281 | 41,785 | ||||||||||||||
Equity (earnings) in subsidiary, net of tax | (119,525 | ) | (3,080 | ) | — | 122,605 | — | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net income | $ | 41,785 | $ | 53,244 | $ | 3,080 | $ | (56,324 | ) | $ | 41,785 | |||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Comprehensive income | $ | 43,929 | $ | 54,513 | $ | 2,119 | $ | (56,632 | ) | $ | 43,929 | |||||||||
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
Six months ended June 30, 2012
In thousands | Visant | Guarantors | Non- Guarantors | Eliminations | Total | |||||||||||||||
Net sales | $ | — | $ | 686,782 | $ | 52,178 | $ | (15,502 | ) | $ | 723,458 | |||||||||
Cost of products sold | — | 306,565 | 33,702 | (15,543 | ) | 324,724 | ||||||||||||||
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Gross profit | — | 380,217 | 18,476 | 41 | 398,734 | |||||||||||||||
Selling and administrative expenses | (750 | ) | 222,006 | 11,851 | — | 233,107 | ||||||||||||||
Gain on sale of assets | — | (2,166 | ) | — | — | (2,166 | ) | |||||||||||||
Special charges | — | 8,710 | (18 | ) | — | 8,692 | ||||||||||||||
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Operating income | 750 | 151,667 | 6,643 | 41 | 159,101 | |||||||||||||||
Net interest expense | 77,719 | 68,626 | 100 | (67,526 | ) | 78,919 | ||||||||||||||
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(Loss) income before income taxes | (76,969 | ) | 83,041 | 6,543 | 67,567 | 80,182 | ||||||||||||||
Provision for income taxes | 2,113 | 29,252 | 2,322 | 19 | 33,706 | |||||||||||||||
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(Loss) income from operations | (79,082 | ) | 53,789 | 4,221 | 67,548 | 46,476 | ||||||||||||||
Equity (earnings) in subsidiary, net of tax | (125,558 | ) | (4,221 | ) | — | 129,779 | — | |||||||||||||
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Net income | $ | 46,476 | $ | 58,010 | $ | 4,221 | $ | (62,231 | ) | $ | 46,476 | |||||||||
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Comprehensive income | $ | 45,494 | $ | 59,521 | $ | 3,691 | $ | (63,212 | ) | $ | 45,494 | |||||||||
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25
CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)
June 29, 2013
In thousands | Visant | Guarantors | Non- Guarantors | Eliminations | Total | |||||||||||||||
ASSETS | ||||||||||||||||||||
Cash and cash equivalents | $ | 44,934 | $ | 30 | $ | 29,812 | $ | — | $ | 74,776 | ||||||||||
Accounts receivable, net | 1,870 | 110,288 | 12,661 | — | 124,819 | |||||||||||||||
Inventories | — | 78,904 | 4,902 | (240 | ) | 83,566 | ||||||||||||||
Salespersons overdrafts, net | — | 14,044 | 1,075 | — | 15,119 | |||||||||||||||
Prepaid expenses and other current assets | 1,060 | 12,688 | 1,439 | — | 15,187 | |||||||||||||||
Income tax receivable | 1,232 | — | — | — | 1,232 | |||||||||||||||
Intercompany receivable | 20,688 | 2,357 | 8 | (23,053 | ) | — | ||||||||||||||
Deferred income taxes | 3,317 | 14,548 | 54 | — | 17,919 | |||||||||||||||
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| |||||||||||
Total current assets | 73,101 | 232,859 | 49,951 | (23,293 | ) | 332,618 | ||||||||||||||
Property, plant and equipment, net | 70 | 188,520 | 4,415 | — | 193,005 | |||||||||||||||
Goodwill | — | 894,787 | 24,038 | — | 918,825 | |||||||||||||||
Intangibles, net | — | 365,556 | 10,198 | — | 375,754 | |||||||||||||||
Deferred financing costs, net | 37,866 | — | — | — | 37,866 | |||||||||||||||
Deferred income taxes | — | — | 2,354 | — | 2,354 | |||||||||||||||
Intercompany receivable | 515,475 | 47,122 | 58,071 | (620,668 | ) | — | ||||||||||||||
Other assets | 1,212 | 10,548 | 273 | — | 12,033 | |||||||||||||||
Investment in subsidiaries | 796,893 | 105,202 | — | (902,095 | ) | — | ||||||||||||||
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| |||||||||||
$ | 1,424,617 | $ | 1,844,594 | $ | 149,300 | $ | (1,546,056 | ) | $ | 1,872,455 | ||||||||||
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LIABILITIES AND STOCKHOLDER’S (DEFICIT) EQUITY | ||||||||||||||||||||
Accounts payable | $ | 2,576 | $ | 35,341 | $ | 5,181 | $ | — | $ | 43,098 | ||||||||||
Accrued employee compensation | 5,981 | 17,981 | 3,617 | — | 27,579 | |||||||||||||||
Customer deposits | — | 62,503 | 5,897 | — | 68,400 | |||||||||||||||
Commissions payable | — | 27,142 | 535 | — | 27,677 | |||||||||||||||
Income taxes payable | (14,723 | ) | 32,985 | 304 | (92 | ) | 18,474 | |||||||||||||
Interest payable | 34,020 | 62 | — | — | 34,082 | |||||||||||||||
Current portion of long-term debt and capital leases | 3 | 4,492 | 192 | — | 4,687 | |||||||||||||||
Intercompany payable | — | 16,896 | 6,157 | (23,053 | ) | — | ||||||||||||||
Other accrued liabilities | 3,449 | 23,483 | 1,435 | — | 28,367 | |||||||||||||||
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Total current liabilities | 31,306 | 220,885 | 23,318 | (23,145 | ) | 252,364 | ||||||||||||||
Long-term debt and capital leases, less current maturities | 1,863,459 | 4,256 | 251 | — | 1,867,966 | |||||||||||||||
Intercompany payable | 27,371 | 573,694 | 19,751 | (620,816 | ) | — | ||||||||||||||
Deferred income taxes | 480 | 125,057 | 110 | — | 125,647 | |||||||||||||||
Pension liabilities, net | 24,807 | 101,295 | — | — | 126,102 | |||||||||||||||
Other noncurrent liabilities | 14,111 | 22,514 | 668 | — | 37,293 | |||||||||||||||
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Total liabilities | 1,961,534 | 1,047,701 | 44,098 | (643,961 | ) | 2,409,372 | ||||||||||||||
Mezzanine equity | 1,222 | — | — | — | 1,222 | |||||||||||||||
Stockholder’s (deficit) equity | (538,139 | ) | 796,893 | 105,202 | (902,095 | ) | (538,139 | ) | ||||||||||||
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$ | 1,424,617 | $ | 1,844,594 | $ | 149,300 | $ | (1,546,056 | ) | $ | 1,872,455 | ||||||||||
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26
CONDENSED CONSOLIDATING BALANCE SHEET
December 29, 2012
In thousands | Visant | Guarantors | Non- Guarantors | Eliminations | Total | |||||||||||||||
ASSETS | ||||||||||||||||||||
Cash and cash equivalents | $ | 48,590 | $ | 3,286 | $ | 8,320 | $ | — | $ | 60,196 | ||||||||||
Accounts receivable, net | 1,474 | 91,690 | 11,621 | — | 104,785 | |||||||||||||||
Inventories | — | 106,704 | 5,057 | (418 | ) | 111,343 | ||||||||||||||
Salespersons overdrafts, net | — | 22,912 | 1,232 | — | 24,144 | |||||||||||||||
Prepaid expenses and other current assets | 1,777 | 14,861 | 1,314 | — | 17,952 | |||||||||||||||
Income tax receivable | 2,928 | — | — | — | 2,928 | |||||||||||||||
Intercompany receivable | 379 | 6,100 | 395 | (6,874 | ) | — | ||||||||||||||
Deferred income taxes | 10,582 | 14,548 | 54 | — | 25,184 | |||||||||||||||
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Total current assets | 65,730 | 260,101 | 27,993 | (7,292 | ) | 346,532 | ||||||||||||||
Property, plant and equipment, net | 55 | 200,500 | 3,110 | — | 203,665 | |||||||||||||||
Goodwill | — | 894,787 | 24,159 | — | 918,946 | |||||||||||||||
Intangibles, net | — | 390,391 | 10,932 | — | 401,323 | |||||||||||||||
Deferred financing costs, net | 42,740 | — | — | — | 42,740 | |||||||||||||||
Deferred income taxes | — | — | 2,472 | — | 2,472 | |||||||||||||||
Intercompany receivable | 527,924 | — | 58,662 | (586,586 | ) | — | ||||||||||||||
Other assets | 844 | 9,617 | 267 | — | 10,728 | |||||||||||||||
Investment in subsidiaries | 742,380 | 103,083 | — | (845,463 | ) | — | ||||||||||||||
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$ | 1,379,673 | $ | 1,858,479 | $ | 127,595 | $ | (1,439,341 | ) | $ | 1,926,406 | ||||||||||
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LIABILITIES AND STOCKHOLDER’S (DEFICIT) EQUITY | ||||||||||||||||||||
Accounts payable | $ | 5,710 | $ | 44,428 | $ | 4,963 | $ | 2 | $ | 55,103 | ||||||||||
Accrued employee compensation | 6,952 | 20,883 | 3,676 | — | 31,511 | |||||||||||||||
Customer deposits | — | 167,328 | 7,817 | — | 175,145 | |||||||||||||||
Commissions payable | — | 11,649 | 696 | — | 12,345 | |||||||||||||||
Income taxes payable | 51,917 | (2,949 | ) | 515 | (162 | ) | 49,321 | |||||||||||||
Interest payable | 34,403 | 111 | — | — | 34,514 | |||||||||||||||
Current portion of long-term debt and capital leases | 10,668 | 4,556 | 12 | — | 15,236 | |||||||||||||||
Intercompany payable | 1,982 | (522 | ) | 5,415 | (6,875 | ) | — | |||||||||||||
Other accrued liabilities | 3,539 | 21,357 | 1,256 | — | 26,152 | |||||||||||||||
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Total current liabilities | 115,171 | 266,841 | 24,350 | (7,035 | ) | 399,327 | ||||||||||||||
Long-term debt and capital leases, less current maturities | 1,862,908 | 6,305 | 2 | — | 1,869,215 | |||||||||||||||
Intercompany payable | — | 586,843 | — | (586,843 | ) | — | ||||||||||||||
Deferred income taxes | 1,685 | 132,871 | 147 | — | 134,703 | |||||||||||||||
Pension liabilities, net | 23,829 | 105,798 | — | — | 129,627 | |||||||||||||||
Other noncurrent liabilities | 17,417 | 17,441 | 13 | — | 34,871 | |||||||||||||||
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Total liabilities | 2,021,010 | 1,116,099 | 24,512 | (593,878 | ) | 2,567,743 | ||||||||||||||
Mezzanine equity | 1,216 | — | — | — | 1,216 | |||||||||||||||
Stockholder’s (deficit) equity | (642,553 | ) | 742,380 | 103,083 | (845,463 | ) | (642,553 | ) | ||||||||||||
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$ | 1,379,673 | $ | 1,858,479 | $ | 127,595 | $ | (1,439,341 | ) | $ | 1,926,406 | ||||||||||
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27
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
Six months ended June 29, 2013
In thousands | Visant | Guarantors | Non- Guarantors | Eliminations | Total | |||||||||||||||
Net income | $ | 41,785 | $ | 53,244 | $ | 3,080 | $ | (56,324 | ) | $ | 41,785 | |||||||||
Other cash (used in) provided by operating activities | (63,112 | ) | 11,441 | (154 | ) | 56,321 | 4,496 | |||||||||||||
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Net cash (used in) provided by operating activities | (21,327 | ) | 64,685 | 2,926 | (3 | ) | 46,281 | |||||||||||||
Purchases of property, plant and equipment | (60 | ) | (15,661 | ) | (1,510 | ) | — | (17,231 | ) | |||||||||||
Additions to intangibles | — | (106 | ) | — | — | (106 | ) | |||||||||||||
Proceeds from sale of property and equipment | — | 70 | — | — | 70 | |||||||||||||||
Other investing activities, net | — | (1,005 | ) | 1,005 | — | — | ||||||||||||||
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Net cash used in investing activities | (60 | ) | (16,702 | ) | (505 | ) | — | (17,267 | ) | |||||||||||
Repayments of long-term debt and capital leases | (12,002 | ) | (2,397 | ) | (64 | ) | — | (14,463 | ) | |||||||||||
Proceeds from issuance of long-term debt | — | 644 | — | — | 644 | |||||||||||||||
Intercompany payable (receivable) | 29,733 | (49,486 | ) | 19,750 | 3 | — | ||||||||||||||
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Net cash provided by (used in) financing activities | 17,731 | (51,239 | ) | 19,686 | 3 | (13,819 | ) | |||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | (615 | ) | — | (615 | ) | |||||||||||||
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(Decrease) increase in cash and cash equivalents | (3,656 | ) | (3,256 | ) | 21,492 | — | 14,580 | |||||||||||||
Cash and cash equivalents, beginning of period | 48,590 | 3,286 | 8,320 | — | 60,196 | |||||||||||||||
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Cash and cash equivalents, end of period | $ | 44,934 | $ | 30 | $ | 29,812 | $ | — | $ | 74,776 | ||||||||||
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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
Six months ended June 30, 2012
In thousands | Visant | Guarantors | Non- Guarantors | Eliminations | Total | |||||||||||||||
Net income | $ | 46,476 | $ | 58,010 | $ | 4,221 | $ | (62,231 | ) | $ | 46,476 | |||||||||
Other cash (used in) provided by operating activities | (84,359 | ) | 32,561 | (108 | ) | 62,232 | 10,326 | |||||||||||||
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Net cash (used in) provided by operating activities | (37,883 | ) | 90,571 | 4,113 | 1 | 56,802 | ||||||||||||||
Purchases of property, plant and equipment | — | (29,729 | ) | (1,018 | ) | — | (30,747 | ) | ||||||||||||
Additions to intangibles | — | (134 | ) | (1,171 | ) | — | (1,305 | ) | ||||||||||||
Proceeds from sale of property and equipment | — | 3,586 | — | — | 3,586 | |||||||||||||||
Other investing activities, net | — | (2,099 | ) | 2,100 | — | 1 | ||||||||||||||
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| |||||||||||
Net cash used in investing activities | — | (28,376 | ) | (89 | ) | — | (28,465 | ) | ||||||||||||
Short-term borrowings | 30,000 | — | — | — | 30,000 | |||||||||||||||
Short-term repayments | (30,000 | ) | — | — | — | (30,000 | ) | |||||||||||||
Repayments of long-term debt and capital leases | (6 | ) | (2,213 | ) | (10 | ) | — | (2,229 | ) | |||||||||||
Proceeds from issuance of long-term debt | — | 2,094 | — | — | 2,094 | |||||||||||||||
Intercompany payable (receivable) | 63,823 | (63,822 | ) | — | (1 | ) | — | |||||||||||||
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| |||||||||||
Net cash provided by (used in) financing activities | 63,817 | (63,941 | ) | (10 | ) | (1 | ) | (135 | ) | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | (386 | ) | — | (386 | ) | |||||||||||||
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| |||||||||||
Increase (decrease) in cash and cash equivalents | 25,934 | (1,746 | ) | 3,628 | — | 27,816 | ||||||||||||||
Cash and cash equivalents, beginning of period | 30,138 | 2,334 | 3,542 | — | 36,014 | |||||||||||||||
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Cash and cash equivalents, end of period | $ | 56,072 | $ | 588 | $ | 7,170 | $ | — | $ | 63,830 | ||||||||||
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28
18. Subsequent Event
On July 1, 2013, Visant announced the acquisition of SAS Carestia (“Carestia”). Headquartered in Grasse, France (known as the world’s fragrance capital), Carestia is regarded as a leading producer of blotter cards, which are constructed for sampling fragrances, to support perfume marketers in France and globally. In addition, Carestia supports the marketing and sale of fragrance through the production of other perfumed marketing solutions for the trial of fragrance as well as decorated packaging solutions. The acquisition was completed through the Company’s subsidiary, Arcade Europe SAS, headquartered in Paris, France. The total purchase consideration was $16.9 million, net of cash, subject to certain subsequent post-closing adjustments.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion and analysis should be read in conjunction with our condensed consolidated financial statements and notes thereto.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements including, without limitation, statements concerning the conditions in our industry, expectations with respect to future cost savings, our operations, our economic performance and financial condition, including, in particular, statements relating to our business and growth strategy and product development efforts. These forward-looking statements are not historical facts, but rather predictions and generally can be identified by use of statements that include such words as “may”, “might”, “will”, “should”, “estimate”, “project”, “plan”, “anticipate”, “expect”, “intend”, “outlook”, “believe” and other similar expressions that are intended to identify forward-looking statements and information. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those identified under, Part I, Item 1A.Risk Factors, in our Annual Report on Form 10-K for the year ended December 29, 2012, in addition to those discussed elsewhere in this report.
The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or predicted by these forward-looking statements:
• | our substantial indebtedness and our ability to service the indebtedness; |
• | our inability to implement our business strategy in a timely and effective manner; |
• | global market and economic conditions; |
• | levels of customers’ advertising and marketing spending, including as may be impacted by economic factors and general market conditions; |
• | competition from other companies; |
• | fluctuations in raw material prices; |
• | our reliance on a limited number of suppliers; |
• | the seasonality of our businesses; |
• | developments in technology and related changes in consumer behavior; |
• | the loss of significant customers or customer relationships; |
• | Jostens’ reliance on independent sales representatives; |
• | our reliance on numerous complex information systems and associated security risks; |
• | the amount of capital expenditures required at our businesses; |
• | the reliance of our businesses on limited production facilities; |
• | actions taken by the U.S. Postal Service and changes in postal standards and their effect on our marketing services business, including as such changes may impact competition for our sampling systems; |
• | labor disturbances; |
• | environmental obligations and liabilities; |
29
• | adverse outcome of pending or threatened litigation; |
• | the enforcement of intellectual property rights; |
• | the impact of changes in applicable law and regulations, including tax legislation; |
• | the application of privacy laws and other related obligations and liabilities for our business; |
• | the textbook adoption cycle and levels of government funding for education spending; |
• | risks associated with doing business outside the United States; |
• | control by our stockholders; |
• | changes in market value of the securities held in our pension plans; and |
• | our dependence on members of senior management. |
We caution you that the foregoing list of important factors is not exclusive. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or revise any of them in light of new information, future events or otherwise, except as required by law. Comparisons of results for current and prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
GENERAL
We are a leading marketing and publishing services enterprise servicing the school affinity, direct marketing, fragrance, cosmetic and personal care sampling and packaging, and educational and trade publishing segments. Visant was formed to create a platform of businesses with leading positions in attractive end market segments and to establish a highly experienced management team that could leverage a shared services infrastructure and capitalize on margin and growth opportunities. Since 2004, we have developed a unified marketing and publishing services organization with a leading and differentiated approach in each of our segments. Our management team has created and integrated central services and management functions and has reshaped the business to focus on the most attractive and highest growth market opportunities.
We sell our products and services to end customers through several different sales channels, including independent sales representatives and dedicated sales forces. Our sales and results of operations are impacted by a number of factors, including general economic conditions, seasonality, cost of raw materials, school population trends, the availability of school funding, product and service offerings and quality and price. Visant (formerly known as Jostens IH Corp.) was originally incorporated in Delaware in 2003.
We have demonstrated our ability over the last eight years since our inception to execute acquisitions and dispositions that have allowed us to complement and expand our core capabilities, accelerate into market segment adjacencies, as well as enabled us to divest non-core businesses and deleverage. We anticipate that we will continue to pursue this strategy of consummating complementary acquisitions to support expansion of our product offerings and services, including to address marketplace dynamics, developments in technology and changing consumer behaviors, and broaden our geographic reach, as well as availing ourselves of strategic opportunities and market conditions for transacting on businesses in the Visant portfolio.
Our Segments
Our three reportable segments as of June 29, 2013 consisted of:
• | Scholastic—provides services in conjunction with the marketing, sale and production of class rings and an array of graduation products and other scholastic affinity products to students and administrators primarily in high schools, colleges and other post-secondary institutions; |
• | Memory Book—provides services in conjunction with the publication, marketing, sale and production of school yearbooks, memory books and related products that help people tell their stories and chronicle important events; and |
• | Marketing and Publishing Services—provides services in conjunction with the development, marketing, sale and production of multi-sensory and interactive advertising sampling systems and packaging, primarily for the fragrance, cosmetic and personal care segments, and provides innovative products and related services to the direct marketing sector. The group also produces book components primarily for the educational and trade publishing segments. |
30
We experience seasonal fluctuations in our net sales and cash flow from operations, tied primarily to the North American school year. In particular, Jostens generates a significant portion of its annual net sales in the second quarter in connection with the delivery of caps, gowns and diplomas for spring graduation ceremonies and spring deliveries of school yearbooks, and a significant portion of its annual cash flow in the fourth quarter is driven by the receipt of customer deposits in our Scholastic and Memory Book segments. The net sales of our sampling and other direct mail and commercial printed products have also historically reflected seasonal variations, and we generate a majority of the annual net sales in this segment during the third and fourth quarters, including based on the timing of customers’ advertising campaigns which have traditionally been concentrated prior to the Christmas and spring holiday seasons. Net sales of textbook components are impacted seasonally by state and local school book purchasing schedules, which commence in the spring and peak in the summer months preceding the start of the school year. The seasonality of each of our businesses requires us to allocate our resources to manage our manufacturing capacity, which often operates at full or near full capacity during peak seasonal demand periods. Based on the seasonality of our cash flow, we traditionally borrow under our revolving credit facility during the third quarter to fund general working capital needs during this period of time when schools are generally not in session and orders are not being placed, and repay the amount borrowed for general working capital purposes in the fourth quarter when customer deposits in the Scholastic and Memory Book segments are received and customers’ advertising campaigns in anticipation of the holiday season generally increase.
Our net sales include sales to certain customers for whom we purchase paper. The price of paper, a primary material across most of our products and services, is volatile over time and may cause swings in net sales and cost of sales. We generally are able to pass on increases in the cost of paper to our customers across most of our product lines at the time we are impacted by such increases.
The price of gold and other precious metals has been highly volatile since 2009, and we anticipate continued volatility in the price of gold for the foreseeable future driven by numerous factors, such as changes in supply and demand and investor sentiment. These higher metal prices have impacted, and could further impact, our jewelry sales metal mix. We have seen a continuing shift in jewelry metal mix from gold to lesser priced metals over the past several years, which we believe is primarily attributable to the impact of significantly higher precious metal costs on our jewelry prices. To mitigate the continued volatility of precious metal costs and the impact on our manufacturing costs, we have entered into purchase commitments which we believe will cover our needs for the remainder of fiscal 2013 and the first half of fiscal 2014.
The continued uncertainty in market conditions and excess capacity that exists in the print and related services industry, as well as the variety of other advertising media, including digital media, with which we compete, have amplified competitive and pricing pressures, which we anticipate will continue for the foreseeable future. We continue to see the impact of restrictions on school budgets, which affects spending at the state and local levels, resulting in reduced spending for our Memory Book, Scholastic and elementary/high school publishing services products and services and heightened pricing pressure on our core Memory Book products and services. The continued cautious consumer spending environment also contributes to more constrained levels of spending on purchases in our Memory Book and Scholastic segments made directly by students and parents. Funding constraints have impacted textbook adoption cycles, which are being extended in many states due to fiscal pressures, continuing to affect orders being placed by our Publishing Services customers and volume in our elementary/high school publishing services products and services. Trade book publishing has experienced an accelerated shift towards digital books, which has negatively impacted our publishing services business in terms of fewer printed copies of books as well as shorter print runs.
We seek to distinguish ourselves based on our capabilities, innovative service offerings to our customers, quality and organizational and financial strength. We continue to diversify, expand and improve our product and service offerings, including to address changes in technology, consumer behavior and user preferences.
In addition, we have continued to implement efforts to reduce costs and drive operating efficiencies, including through the restructuring and integration of our operations and the rationalization of sales, administrative and support functions. We expect to initiate additional efforts focused on cost reduction and containment to address continued challenging marketplace conditions as well as competitive and pricing pressures demanding innovation and a lower cost structure.
31
For additional financial and other information about our operating segments, see Note 15,Business Segments, to our consolidated financial statements included elsewhere herein.
Company Background
On October 4, 2004, an affiliate of KKR and affiliates of DLJMBP III completed the Transactions, which created a marketing and publishing services enterprise through the consolidation of Jostens, Von Hoffmann and Arcade. The Transactions were accounted for as a combination of interests under common control.
As of August 7, 2013, affiliates of KKR and DLJMBP III held approximately 49.2% and 41.1%, respectively, of Holdco’s voting interest, while each continued to hold approximately 44.7% of Holdco’s economic interest. As of August 7, 2013, the other co-investors held approximately 8.4% of the voting interest and 9.1% of the economic interest of Holdco, and members of management held approximately 1.3% of the voting interest and approximately 1.5% of the economic interest of Holdco (exclusive of exercisable options). Visant is an indirect wholly-owned subsidiary of Holdco.
CRITICAL ACCOUNTING POLICIES
The preparation of interim financial statements involves the use of certain estimates that differ from those used in the preparation of annual financial statements, the most significant of which relate to income taxes. For purposes of preparing our interim financial statements, we utilize an estimated annual effective tax rate based on estimates of the components that impact the tax rate. Those components are re-evaluated each interim period, and, if changes in our estimates are significant, we modify our estimate of the annual effective tax rate and make any required adjustments in the interim period.
There have been no material changes to our critical accounting policies and estimates as described in Part I, Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended December 29, 2012.
Recently Adopted Accounting Pronouncements
On July 27, 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2012-02 (“ASU 2012-02”) which amends the guidance on testing indefinite-lived intangible assets, other than goodwill, for impairment. Under ASU 2012-02, an entity testing an indefinite-lived intangible asset, other than goodwill, for impairment has the option of performing a qualitative assessment before calculating the fair value of the asset. Although ASU 2012-02 revises the examples of events and circumstances that an entity should consider in interim periods, it does not revise the requirements to test (1) indefinite-lived intangible assets annually for impairment and (2) between annual tests if there is a change in events or circumstances. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. Our adoption of this guidance did not have a material impact on our financial statements.
On January 31, 2013, the FASB issued Accounting Standards Update 2013-01 (“ASU 2013-01”), which clarifies the scope of the offsetting disclosure requirements. Under ASU 2013-01, the disclosure requirements would apply to derivative instruments accounted for in accordance with Accounting Standards Codification 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending arrangements that are either offset on the balance sheet or subject to an enforceable master netting arrangement or similar agreement. ASU 2013-01 became effective for interim and annual periods beginning on or after January 1, 2013. Retrospective application is required for all comparative periods presented. Our adoption of this guidance did not have a material impact on our financial statements.
On February 5, 2013, the FASB issued Accounting Standards Update 2013-02 (“ASU 2013-02”) which amends existing guidance by requiring additional disclosure either on the face of the income statement or in the notes to the financial statements of significant amounts reclassified out of accumulated other comprehensive income. ASU 2013-02 became effective for interim and annual periods beginning on or after December 15, 2012, to be applied on a prospective basis. Our adoption of this guidance did not have a material impact on our financial statements.
On February 28, 2013, the FASB issued Accounting Standards Update 2013-04 (“ASU 2013-04”) which requires entities to measure obligations resulting from joint and several liability arrangements, for which the total amount of the obligation is fixed at the reporting date, as the sum of (1) the amount the reporting entity agreed to pay on the basis of its
32
arrangement among its co-obligors and (2) any additional amount the reporting entity expects to pay on behalf of its co-obligors. Required disclosures include a description of the joint and several arrangement and the total outstanding amount of the obligation for all joint parties. ASU 2013-04 is effective for interim and annual periods, beginning on or after December 15, 2013 and should be applied retrospectively to obligations with joint and several liabilities existing at the beginning of an entity’s fiscal year of adoption. Early adoption is permitted. We are currently evaluating the impact and disclosure under this guidance but do not expect this standard to have a material impact, if any, on our financial statements.
On March 4, 2013, the FASB issued Accounting Standards Update 2013-05 (“ASU 2013-05”), which indicates that the entire amount of a cumulative translation adjustment (“CTA”) related to an entity’s investment in a foreign entity should be released when there has been (1) the sale of a subsidiary or group of net assets within a foreign entity, and the sale represents the substantially complete liquidation of the investment in the foreign entity, (2) a loss of controlling financial interest in an investment in a foreign entity or (3) a step acquisition for a foreign entity. ASU 2013-05 does not change the requirement to release a pro rata portion of the CTA of the foreign entity into earnings for a partial sale of an equity method investment in a foreign entity. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. We are currently evaluating the impact and disclosure under this guidance but do not expect this standard to have a material impact, if any, on our financial statements.
RESULTS OF OPERATIONS
Three Months Ended June 29, 2013 Compared to the Three Months Ended June 30, 2012
The following table sets forth selected information derived from our Condensed Consolidated Statements of Operations and Comprehensive Income for the three-month periods ended June 29, 2013 and June 30, 2012. In the text below, amounts and percentages have been rounded and are based on the amounts in our condensed consolidated financial statements.
Three months ended | ||||||||||||||||
In thousands | June 29, 2013 | June 30, 2012 | $ Change | % Change | ||||||||||||
Net sales | $ | 448,536 | $ | 464,655 | $ | (16,119 | ) | (3.5 | %) | |||||||
Cost of products sold | 189,614 | 198,105 | (8,491 | ) | (4.3 | %) | ||||||||||
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Gross profit | 258,922 | 266,550 | (7,628 | ) | (2.9 | %) | ||||||||||
% of net sales | 57.7 | % | 57.4 | % | ||||||||||||
Selling and administrative expenses | 118,952 | 122,169 | (3,217 | ) | (2.6 | %) | ||||||||||
% of net sales | 26.5 | % | 26.3 | % | ||||||||||||
Loss (gain) on disposal of fixed assets | 4 | (328 | ) | 332 | NM | |||||||||||
Special charges | 2,673 | 7,202 | (4,529 | ) | NM | |||||||||||
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Operating income | 137,293 | 137,507 | (214 | ) | (0.2 | %) | ||||||||||
% of net sales | 30.6 | % | 29.6 | % | ||||||||||||
Interest expense, net | 38,394 | 39,443 | (1,049 | ) | (2.7 | %) | ||||||||||
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Income before income taxes | 98,899 | 98,064 | 835 | |||||||||||||
Provision for income taxes | 42,179 | 41,451 | 728 | 1.8 | % | |||||||||||
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Net income | $ | 56,720 | $ | 56,613 | $ | 107 | 0.2 | % | ||||||||
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NM = Not meaningful
Our business is managed on the basis of three reportable segments: Scholastic, Memory Book and Marketing and Publishing Services. The following table sets forth selected segment information derived from our Condensed Consolidated Statements of Operations and Comprehensive Income for the three-month periods ended June 29, 2013 and June 30, 2012. For additional financial information about our operating segments, see Note 15,Business Segments, to the condensed consolidated financial statements.
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Three months ended | ||||||||||||||||
In thousands | June 29, 2013 | June 30, 2012 | $ Change | % Change | ||||||||||||
Net sales | ||||||||||||||||
Scholastic | $ | 127,149 | $ | 127,937 | $ | (788 | ) | (0.6 | %) | |||||||
Memory Book | 247,785 | 257,565 | (9,780 | ) | (3.8 | %) | ||||||||||
Marketing and Publishing Services | 73,673 | 79,419 | (5,746 | ) | (7.2 | %) | ||||||||||
Inter-segment eliminations | (71 | ) | (266 | ) | 195 | NM | ||||||||||
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Net sales | $ | 448,536 | $ | 464,655 | $ | (16,119 | ) | (3.5 | %) | |||||||
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Operating income | ||||||||||||||||
Scholastic | $ | 22,880 | $ | 18,716 | $ | 4,164 | 22.2 | % | ||||||||
Memory Book | 112,358 | 114,536 | (2,178 | ) | (1.9 | %) | ||||||||||
Marketing and Publishing Services | 2,055 | 4,255 | (2,200 | ) | (51.7 | %) | ||||||||||
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Operating income | $ | 137,293 | $ | 137,507 | $ | (214 | ) | (0.2 | %) | |||||||
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Depreciation and amortization | ||||||||||||||||
Scholastic | $ | 6,866 | $ | 6,639 | $ | 227 | 3.4 | % | ||||||||
Memory Book | 11,156 | 10,858 | 298 | 2.7 | % | |||||||||||
Marketing and Publishing Services | 7,799 | 8,076 | (277 | ) | (3.4 | %) | ||||||||||
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Depreciation and amortization | $ | 25,821 | $ | 25,573 | $ | 248 | 1.0 | % | ||||||||
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NM = Not meaningful
Net Sales. Consolidated net sales decreased $16.2 million, or 3.5%, to $448.5 million for the second fiscal quarter ended June 29, 2013 compared to $464.7 million for the second fiscal quarter ended June 30, 2012.
Net sales for the Scholastic segment were $127.1 million for the second fiscal quarter of 2013, a decrease of 0.6%, compared to $127.9 million for the second fiscal quarter of 2012. This decrease was primarily attributable to lower professional championship revenues, partially offset by a shift of approximately $4 million of jewelry sales to the second quarter of 2013 from earlier in the school year due to timing of deliveries.
Net sales for the Memory Book segment were $247.8 million for the second fiscal quarter of 2013, a decrease of 3.8%, compared to $257.6 million for the second fiscal quarter of 2012. This decrease was primarily attributable to lower yearbook volume.
Net sales for the Marketing and Publishing Services segment for the second fiscal quarter of 2013 decreased $5.7 million, or 7.2%, to $73.7 million from $79.4 million for the second fiscal quarter of 2012. This decrease was primarily attributable to lower volume in our sampling operations, partially offset by higher volume in our direct mail operations.
Gross Profit. Consolidated gross profit decreased $7.7 million, or 2.9%, to $258.9 million for the three months ended June 29, 2013 from $266.6 million for the three-month period ended June 30, 2012. As a percentage of net sales, gross profit margin for the three months ended June 29, 2013 increased to 57.7% from 57.4% for the comparative period in 2012. The increase in gross profit margin was primarily due to cost savings from the consolidation of certain facilities in our Memory Book segment and other reductions in force. Partially offsetting the impact of such cost savings was lower overall volume in our Memory Book segment as well as lower volumes in our marketing and publishing operations.
Selling and Administrative Expenses. Selling and administrative expenses decreased $3.2 million, or 2.6%, to $119.0 million for the three months ended June 29, 2013 from $122.2 million for the comparative period in 2012. This decrease reflected the impact of cost reduction initiatives taken during fiscal years 2012 and 2013. As a percentage of net sales, selling and administrative expenses were essentially flat when compared to the prior year comparable period.
Special Charges. For the three months ended June 29, 2013, we recorded $1.6 million, $0.3 million and $0.1 million of restructuring costs in the Scholastic, Memory Book and Marketing and Publishing Services segments, respectively. These
34
restructuring costs were comprised of severance and related benefits associated with reductions in force. Also included in other special charges for the second fiscal quarter ended June 29, 2013 was approximately $0.7 million of non-cash asset impairment charges in the Memory Book segment associated with the consolidation of our Topeka, Kansas facility, which was substantially completed in early 2013. The associated employee headcount reductions related to the above actions were 96, six and four in the Scholastic, Marketing and Publishing Services and Memory Book segments, respectively.
For the three months ended June 30, 2012, we recorded $7.1 million of restructuring costs and $0.1 million of other special charges. Restructuring costs consisted of $5.5 million of severance and related benefits associated with the consolidation of our Topeka, Kansas facility, and $0.9 million of severance and related benefits in the Scholastic segment associated with reductions in force. Also included for the second fiscal quarter ended June 30, 2012 were $0.7 million of costs consisting of severance and related benefits associated with reductions in force in connection with the consolidation of certain operations in the Marketing and Publishing Services segment. Other special charges consisted of $0.1 million of non-cash asset related impairment charges in the Marketing and Publishing Services segment. The associated employee headcount reductions related to the above actions were 374 and 21 in the Memory Book and Scholastic segments, respectively.
Operating Income. As a result of the foregoing, consolidated operating income decreased $0.2 million to $137.3 million for the three months ended June 29, 2013 compared to $137.5 million for the comparable period in 2012. As a percentage of net sales, operating income increased to 30.6% for the second fiscal quarter of 2013 from 29.6% for the same period in 2012.
Net Interest Expense. Net interest expense was comprised of the following:
Three months ended | ||||||||||||||||
In thousands | June 29, 2013 | June 30, 2012 | $ Change | % Change | ||||||||||||
Interest expense | $ | 35,250 | $ | 36,402 | $ | (1,152 | ) | (3.2 | %) | |||||||
Amortization of debt discount, premium and deferred financing costs | 3,173 | 3,064 | 109 | 3.6 | % | |||||||||||
Interest income | (29 | ) | (23 | ) | (6 | ) | NM | |||||||||
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Interest expense, net | $ | 38,394 | $ | 39,443 | $ | (1,049 | ) | (2.7 | %) | |||||||
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NM = Not meaningful
Net interest expense decreased $1.0 million for the three months ended June 29, 2013 compared to $39.4 million for the comparative 2012 period. This decrease in interest expense was primarily due to lower overall borrowings for the three months ended June 29, 2013 as compared to the three months ended June 30, 2012.
Income Taxes. We recorded an income tax provision for the three months ended June 29, 2013 based on our best estimate of the consolidated effective tax rate applicable for the entire 2013 fiscal year and giving effect to tax adjustments considered a period expense or benefit. The effective tax rates for the three months ended June 29, 2013 and June 30, 2012 were 42.6% and 42.3%, respectively. The increase in tax rate for the three-month period ended June 29, 2013 was due largely to a nonrecurring reduction in tax reserves during the quarter ended June 30, 2012 that was not present in the comparable quarter for 2013. This unfavorable tax rate effect was partially offset by the favorable tax rate effect in 2013 of the domestic manufacturing deduction.
Net Income. As a result of the aforementioned items, we reported net income of $56.7 million for the three months ended June 29, 2013 compared to net income of $56.6 million for the three months ended June 30, 2012.
35
Six Months Ended June 29, 2013 Compared to the Six Months Ended June 30, 2012
The following table sets forth selected information derived from our Condensed Consolidated Statements of Operations and Comprehensive Income for the six-month periods ended June 29, 2013 and June 30, 2012. In the text below, amounts and percentages have been rounded and are based on the amounts in our condensed consolidated financial statements.
Six months ended | ||||||||||||||||
In thousands | June 29, 2013 | June 30, 2012 | $ Change | % Change | ||||||||||||
Net sales | $ | 693,472 | $ | 723,458 | $ | (29,986 | ) | (4.1 | %) | |||||||
Cost of products sold | 310,506 | 324,724 | (14,218 | ) | (4.4 | %) | ||||||||||
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Gross profit | 382,966 | 398,734 | (15,768 | ) | (4.0 | %) | ||||||||||
% of net sales | 55.2 | % | 55.1 | % | ||||||||||||
Selling and administrative expenses | 229,049 | 233,107 | (4,058 | ) | (1.7 | %) | ||||||||||
% of net sales | 33.0 | % | 32.2 | % | ||||||||||||
Loss (gain) on disposal of fixed assets | 27 | (2,166 | ) | 2,193 | NM | |||||||||||
Special charges | 3,530 | 8,692 | (5,162 | ) | NM | |||||||||||
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Operating income | 150,360 | 159,101 | (8,741 | ) | (5.5 | %) | ||||||||||
% of net sales | 21.7 | % | 22.0 | % | ||||||||||||
Interest expense, net | 77,774 | 78,919 | (1,145 | ) | (1.5 | %) | ||||||||||
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Income before income taxes | 72,586 | 80,182 | (7,596 | ) | (9.5 | %) | ||||||||||
Provision for income taxes | 30,801 | 33,706 | (2,905 | ) | (8.6 | %) | ||||||||||
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Net income | $ | 41,785 | $ | 46,476 | $ | (4,691 | ) | (10.1 | %) | |||||||
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NM = Not meaningful
Our business is managed on the basis of three reportable segments: Scholastic, Memory Book and Marketing and Publishing Services. The following table sets forth selected segment information derived from our Condensed Consolidated Statements of Operations and Comprehensive Income for the six-month periods ended June 29, 2013 and June 30, 2012. For additional financial information about our operating segments, see Note 15,Business Segments, to the condensed consolidated financial statements.
36
Six months ended | ||||||||||||||||
In thousands | June 29, 2013 | June 30, 2012 | $ Change | % Change | ||||||||||||
Net sales | ||||||||||||||||
Scholastic | $ | 272,723 | $ | 283,338 | $ | (10,615 | ) | (3.7 | %) | |||||||
Memory Book | 253,419 | 263,088 | (9,669 | ) | (3.7 | %) | ||||||||||
Marketing and Publishing Services | 167,565 | 177,310 | (9,745 | ) | (5.5 | %) | ||||||||||
Inter-segment eliminations | (235 | ) | (278 | ) | 43 | NM | ||||||||||
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Net sales | $ | 693,472 | $ | 723,458 | $ | (29,986 | ) | (4.1 | %) | |||||||
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Operating income | ||||||||||||||||
Scholastic | $ | 43,800 | $ | 42,638 | $ | 1,162 | 2.7 | % | ||||||||
Memory Book | 97,696 | 100,142 | (2,446 | ) | (2.4 | %) | ||||||||||
Marketing and Publishing Services | 8,864 | 16,321 | (7,457 | ) | (45.7 | %) | ||||||||||
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Operating income | $ | 150,360 | $ | 159,101 | $ | (8,741 | ) | (5.5 | %) | |||||||
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Depreciation and amortization | ||||||||||||||||
Scholastic | $ | 16,420 | $ | 15,841 | $ | 579 | 3.7 | % | ||||||||
Memory Book | 19,417 | 19,209 | 208 | 1.1 | % | |||||||||||
Marketing and Publishing Services | 16,139 | 16,521 | (382 | ) | (2.3 | %) | ||||||||||
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Depreciation and amortization | $ | 51,976 | $ | 51,571 | $ | 405 | 0.8 | % | ||||||||
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NM = Not meaningful
Net Sales. Consolidated net sales decreased $30.0 million, or 4.1%, to $693.5 million for the six months ended June 29, 2013 compared to $723.5 million for the prior year comparable period.
Net sales for the Scholastic segment for the six months ended June 29, 2013 decreased by $10.6 million, or 3.7%, to $272.7 million compared to $283.3 million for the six months ended June 30, 2012. This decrease was primarily attributable to lower volume in our announcement products and lower jewelry volume driven by less revenue from professional championship ring deliveries during the first six months of 2013 compared to the first six months of 2012. Partially offsetting the decrease was the shift of $4 million of jewelry sales to the second quarter of 2013 from earlier in the school year.
Net sales for the Memory Book segment were $253.4 million for the six-month period ended June 29, 2013, a decrease of 3.7%, compared to $263.1 million for the six-month period ended June 30, 2012. This decrease was primarily attributable to lower yearbook volume.
Net sales for the Marketing and Publishing Services segment decreased to $167.6 million for the first six months of fiscal 2013 compared to $177.3 million during the first six months of fiscal 2012. This decrease was primarily attributable to lower volume in our publishing services and sampling operations, partially offset by higher volume in our direct mail operations.
Gross Profit. Consolidated gross profit decreased $15.7 million, or 4.0%, to $383.0 million for the six months ended June 29, 2013 from $398.7 million for the six-month period ended June 30, 2012. As a percentage of net sales, gross profit margin increased slightly to 55.2% for the six months ended June 29, 2013 from 55.1% for the comparative period in 2012. The decrease in gross profit was primarily due to lower overall volume in our Memory Book and Marketing and Publishing Services segments and, to a lesser extent, in our Scholastic segment, which saw an overall sales volume decrease in historically lower margin products, including championships rings. Partially offsetting this unfavorable impact were cost savings from the consolidation of certain facilities in our Memory Book segment and other reductions in force.
Selling and Administrative Expenses. Selling and administrative expenses decreased $4.1 million, or 1.7%, to $229.0 million for the six months ended June 29, 2013 from $233.1 million for the corresponding period in 2012. Included in such amount was an aggregate of $6.3 million of nonrecurring employment expense related to certain executive transitions.
37
Excluding the impact of this $6.3 million of nonrecurring employment expense, selling and administrative expenses for the six months ended June 29, 2013 decreased approximately $10.4 million compared to the six months ended June 30, 2012, which was primarily the result of a decrease in sales commissions driven by lower overall sales in our Jostens segments and cost reduction initiatives taken during fiscal years 2012 and 2013. Excluding the nonrecurring employment expenses related to certain executive transitions, selling and administrative expenses, as a percentage of net sales, decreased slightly to 32.1% for the second fiscal quarter of 2013 from 32.2% for the prior year comparable period.
Special Charges. During the six-month period ended June 29, 2013, we recorded $1.8 million, $0.8 million and $0.2 million of restructuring costs in the Scholastic, Memory Book and Marketing and Publishing Services segments, respectively. These restructuring costs were comprised of severance and related benefits associated with reductions in force. Also included in other special charges for the six months ended June 29, 2013 was approximately $0.7 million of non-cash asset impairment charges in the Memory Book segment associated with the consolidation of our Topeka, Kansas facility. The associated employee headcount reductions related to the above actions were 103, 17 and seven in the Scholastic, Marketing and Publishing Services and Memory Book segments, respectively.
During the six-month period ended June 30, 2012, we recorded $8.3 million of restructuring costs and $0.4 million of other special charges. Restructuring costs consisted of $5.5 million, $2.0 million and $0.9 million of severance and related benefits associated with the consolidation of our Topeka, Kansas facility and reductions in force in the Marketing and Publishing Services and Scholastic segments, respectively. Other special charges consisted of $0.4 million of non-cash asset related impairment charges associated with the consolidation of certain facilities in the Marketing and Publishing Services segment. The associated employee headcount reductions related to the above actions were 374, 57 and 21 in the Memory Book, Marketing and Publishing Services and Scholastic segments, respectively.
Operating Income. As a result of the foregoing, consolidated operating income decreased $8.7 million to $150.4 million for the six months ended June 29, 2013 compared to $159.1 million for the comparable period in 2012. As a percentage of net sales, operating income was 21.7% and 22.0% for the six-month periods ended June 29, 2013 and June 30, 2012, respectively.
Net Interest Expense. Net interest expense was comprised of the following:
Six months ended | ||||||||||||||||
In thousands | June 29, 2013 | June 30, 2012 | $ Change | % Change | ||||||||||||
Interest expense | $ | 71,065 | $ | 72,866 | $ | (1,801 | ) | (2.5 | %) | |||||||
Amortization of debt discount, premium and deferred financing costs | 6,743 | 6,098 | 645 | 10.6 | % | |||||||||||
Interest income | (34 | ) | (45 | ) | 11 | NM | ||||||||||
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Interest expense, net | $ | 77,774 | $ | 78,919 | $ | (1,145 | ) | (1.5 | %) | |||||||
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NM = Not meaningful
Net interest expense decreased $1.1 million to $77.8 million for the six months ended June 29, 2013 compared to $78.9 million for the comparative prior year period. This decrease in interest expense was primarily due to lower overall borrowings in the six months ended June 29, 2013 compared to the six months ended June 30, 2012.
Income Taxes. We recorded an income tax provision for the six months ended June 29, 2013 based on our best estimate of the consolidated effective tax rate applicable for the entire 2013 fiscal year and giving effect to tax adjustments considered a period expense or benefit. The effective tax rates for the six months ended June 29, 2013 and June 30, 2012 were 42.4% and 42.0%, respectively. The increase in tax rate for the six-month period ended June 29, 2013 was due largely to a nonrecurring reduction in tax reserves during 2012 that was not present in the comparable period for 2013. This unfavorable tax rate effect was partially offset by the favorable tax rate effect in 2013 of the domestic manufacturing deduction. The tax provision for the period ended June 29, 2013 also included a tax benefit of $0.2 million for research and development tax credits from 2012 as a result of tax legislation enacted during January 2013.
Net Income. As a result of the above, net income decreased $4.7 million to $41.8 million for the six months ended June 29, 2013 compared to net income of $46.5 million for the six months ended June 30, 2012.
38
LIQUIDITY AND CAPITAL RESOURCES
The following table presents cash flow activity for the first six months of fiscal 2013 and 2012 and should be read in conjunction with our Condensed Consolidated Statements of Cash Flows.
Six months ended | ||||||||
In thousands | June 29, 2013 | June 30, 2012 | ||||||
Net cash provided by operating activities | $ | 46,281 | $ | 56,802 | ||||
Net cash used in investing activities | (17,267 | ) | (28,465 | ) | ||||
Net cash used in financing activities | (13,819 | ) | (135 | ) | ||||
Effect of exchange rate changes on cash | (615 | ) | (386 | ) | ||||
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Increase in cash and cash equivalents | $ | 14,580 | $ | 27,816 | ||||
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For the six months ended June 29, 2013, cash provided by operating activities decreased $10.5 million to $46.3 million compared to $56.8 million for the comparative 2012 period. The decrease in cash provided by operating activities was attributable to lower cash earnings and the timing of working capital needs.
Net cash used in investing activities for the six months ended June 29, 2013 decreased $11.2 million to $17.3 million compared with $28.5 million for the comparative 2012 period. This reduction was primarily driven by lower expenditures for property, plant and equipment partially offset by a reduction in proceeds from the sale of property, plant and equipment. Our capital expenditures relating to purchases of property, plant and equipment were $17.2 million and $30.7 million for the six months ended June 29, 2013 and June 30, 2012, respectively.
Net cash used in financing activities for the six months ended June 29, 2013 was $13.8 million, compared with $0.1 million for the comparative 2012 period. Net cash used in financing activities for the six months ended June 29, 2013 included an aggregate payment of $12.0 million on the outstanding Term Loan Credit Facility, inclusive of a voluntary pre-payment of $1.3 million and a payment of $10.7 million under the excess cash flow provisions of the Term Loan Credit Facility, and $1.8 million of net repayments of long-term debt related to equipment financing arrangements and capital lease obligations. Net cash used in financing activities for the six months ended June 30, 2012 primarily consisted of $2.2 million of repayments of long-term debt offset by $2.1 million of proceeds from the issuance of long-term debt in connection with equipment financing arrangements.
We use cash generated from operations primarily for debt service obligations and capital expenditures and to fund other working capital requirements. In assessing our liquidity, we review and analyze our current cash on-hand, the number of days our sales are outstanding and capital expenditure commitments. Our ability to make scheduled payments of principal, or to pay the interest on, or to refinance our indebtedness, or to fund planned capital expenditures will depend on our future operating performance. Future principal debt payments are expected to be paid out of cash flows from operations, cash on-hand and, if consummated, future financings. Based upon the current level of operations, management expects our cash flows from operations along with availability under the Credit Facilities will provide sufficient liquidity to fund our obligations, including our projected working capital requirements, debt service and retirement obligations and related costs, and capital spending for the foreseeable future. To the extent we make additional acquisitions, we may require additional term loan borrowings under the Credit Facilities or new sources of funding, including additional debt or equity financing, or some combination thereof.
Based on the seasonality of our cash flow, we traditionally borrow under our Revolving Credit Facility during the third quarter to fund general working capital needs during this period of time when schools are generally not in session and orders are not being placed, and repay the amount borrowed for general working capital purposes in the fourth quarter when customer deposits in the Scholastic and Memory Book segments are received and customers’ advertising campaigns in anticipation of the holiday season generally increase.
We have substantial debt service requirements and are highly leveraged. As of June 29, 2013, we had total indebtedness of $1,886.3 million, including $1,140.4 million outstanding under the Term Loan Credit Facility, $736.7 million aggregate principal amount of Senior Notes and $9.2 million of outstanding borrowings under capital lease and equipment financing
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arrangements and excluding $11.5 million of standby letters of credit outstanding and $13.6 million of original issue discount related to the Term Loan Credit Facility. Our cash and cash equivalents as of June 29, 2013 totaled $74.8 million. We had no outstanding borrowings under the Revolving Credit Facility as of June 29, 2013 (other than the $11.5 million outstanding in the form of standby letters of credit). As of June 29, 2013, we were in compliance with the financial covenants under our outstanding material debt obligations, including our consolidated total debt to consolidated EBITDA covenant. Our principal sources of liquidity are cash flows from operating activities and available borrowings under the Credit Facilities, which included $163.5 million of available borrowings (net of standby letters of credit) under the $175.0 million Revolving Credit Facility as of June 29, 2013.
Our liquidity and our ability to fund our capital requirements will depend on the credit markets and our financial condition. The extent of any impact of credit market conditions on our liquidity and ability to fund our capital requirements or to undertake future financings will depend on several factors, including our operating cash flows, credit conditions, our credit ratings and credit capacity, the cost of financing and other general economic and business conditions that are beyond our control. If those factors significantly change or other unexpected factors adversely affect us, our business may not generate sufficient cash flows from operations or we may not be able to obtain future financings to meet our liquidity needs. Any refinancing of our debt could be on less favorable terms, including becoming subject to higher interest rates. In addition, the terms of existing or future debt instruments, including the Credit Facilities and the indenture governing the Senior Notes, may restrict certain of our alternatives. We anticipate that, to the extent additional liquidity is necessary to fund our operations or make additional acquisitions, it would be funded through additional borrowings under the Credit Facilities, the incurrence of other indebtedness, additional equity issuances or a combination of these potential sources of liquidity. The possibility of consummating any such financing will be subject to conditions in the capital markets at such time. We may not be able to obtain this additional liquidity when needed on terms acceptable to us or at all.
As market conditions warrant, we and our Sponsors, including KKR and DLJMBP III and their affiliates, have and may from time to time in the future redeem or repurchase debt securities, in privately negotiated or open market transactions, by tender offer, exchange offer or otherwise subject to the terms of applicable contractual restrictions. We cannot give any assurance as to whether or when such repurchases or exchanges will occur and at what price.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
There were no material changes in our exposure to market risk during the quarter ended June 29, 2013. During the first six months of 2013, the price of gold remained highly volatile. To mitigate the continued volatility and the impact on our manufacturing costs, we have entered into purchase commitments which we believe will cover our needs for fiscal 2013 and the first half of fiscal 2014. For additional information, refer to the discussion under Part I, Item 1, Note 11,Commitments and Contingencies and Part I, Item 2,Management’s Discussion and Analysis of Financial Condition and Results of Operations – General, elsewhere in this report and Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 29, 2012.
ITEM 4. | CONTROLS AND PROCEDURES |
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Our management, under the supervision of our Chief Executive Officer and Senior Vice President, Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and our Senior Vice President, Chief Financial Officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.
During the quarter ended June 29, 2013, there was no change in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Neither Visant’s nor Holdco’s equity securities are registered pursuant to Section 12 of the Exchange Act. For the second fiscal quarter ended June 29, 2013, neither we nor Holdco issued or sold any equity securities, except that on April 15, 2013, April 23, 2013 and June 10, 2013, 185, 295 and 129 shares of Holdco’s Class A Common Stock were issued to three former employees, respectively, in connection with the exercise of vested options by such former employees in connection with their separation from service.
ITEM 5. | OTHER INFORMATION |
None.
ITEM 6. | EXHIBITS |
3.1(1) | Amended and Restated Certificate of Incorporation of Visant Corporation (f/k/a Ring IH Corp.). | |
3.2(2) | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Visant Corporation. | |
3.3(1) | By-Laws of Visant Corporation. | |
31.1 | Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Visant Corporation. | |
31.2 | Certification of Senior Vice President, Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Visant Corporation. | |
32.1 | Certification of President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Visant Corporation. | |
32.2 | Certification of Senior Vice President, Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Visant Corporation. | |
101 | The following materials from Visant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statement of Operations and Comprehensive Loss (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to the Condensed Consolidated Financial Statements. |
(1) | Incorporated by reference to Visant Corporation’sForm S-4 (File no.333-120386), filed on November 12, 2004. |
(2) | Incorporated by reference to Visant Holding Corp.’sForm 10-K, filed on April 1, 2005. |
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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.
VISANT CORPORATION | ||||
Date: August 13, 2013 | /s/ Marc L. Reisch | |||
Marc L. Reisch | ||||
President and Chief Executive Officer (principal executive officer) | ||||
Date: August 13, 2013 | /s/ Paul B. Carousso | |||
Paul B. Carousso | ||||
Senior Vice President, Chief Financial Officer (principal financial and accounting officer) |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Marc L. Reisch, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Visant 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(s) 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(s) 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 the registrant’s board of directors (or persons performing the equivalent functions): |
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: August 13, 2013 | /s/ Marc L. Reisch | |
Marc L. Reisch | ||
President and | ||
Chief Executive Officer | ||
(principal executive officer) |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Paul B. Carousso, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Visant 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(s) 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(s) 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 the registrant’s board of directors (or persons performing the equivalent functions): |
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: August 13, 2013 | /s/ Paul B. Carousso | |
Paul B. Carousso | ||
Senior Vice President, Chief Financial Officer | ||
(principal financial officer) |
EXHIBIT 32.1
CERTIFICATION BY THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Visant Corporation (the “Company”) on Form 10-Q for the period ended June 29, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Marc L. Reisch, the President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; 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: August 13, 2013 | /s/ Marc L. Reisch | |
Marc L. Reisch | ||
President and | ||
Chief Executive Officer | ||
(principal executive officer) |
EXHIBIT 32.2
CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Visant Corporation (the “Company”) on Form 10-Q for the period ended June 29, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul B. Carousso, Senior Vice President, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; 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: August 13, 2013 | /s/ Paul B. Carousso | |
Paul B. Carousso | ||
Senior Vice President, Chief Financial Officer | ||
(principal financial officer) |