Exhibit 99.1
Visant Corporation and Subsidiaries
Unaudited Pro Forma Financial Information
On July 14, 2014, Visant Corporation (“Visant”, and together with its consolidated subsidiaries, the “Company”) completed the sale of substantially all of the assets of its The Lehigh Press LLC (“Lehigh”) subsidiary, consisting of its Lehigh Direct Broadview, Illinois operations (collectively, the “Lehigh Assets”), to The Segerdahl Corp. for a total purchase price of approximately $22.0 million subject to certain working capital adjustments and inclusive of seller notes (the “Lehigh Transaction”). The Lehigh Transaction did not individually involve a significant amount of assets of the Company. On September 23, 2014, Visant completed the contribution of 100% of the capital stock of AKI, Inc. d/b/a Arcade Marketing (“Arcade”) under that certain Omnibus Transaction Agreement with OCM Luxembourg Ileos Holdings S.à.r.l. (“Ileos”) and Tripolis Holdings S.à.r.l. (“Luxco”), resulting in the formation of a new strategic venture, for proceeds of approximately $334.5 million in cash and a 25% minority equity interest in Luxco (the “Arcade Transaction”, and together with the Lehigh Transaction, the “Sale Transactions”). Visant’s equity interest in Luxco will be accounted for under the equity method of accounting as prescribed by accounting principles generally accepted in the United States of America.
On September 23, 2014, Visant also completed the refinancing of its senior secured credit facilities (the “Refinancing”, and together with the Sale Transactions, the “Transactions”) pursuant to which it terminated its existing senior secured credit agreement (the “Existing Credit Agreement”) and entered into a new senior secured credit agreement (the “New Credit Agreement”). The New Credit Agreement establishes new senior secured credit facilities in an aggregate amount of $880.0 million, consisting of a $775.0 million tranche term loan facility (the “Term Loan Facility”) and a $105.0 million revolving credit facility (the “Revolver”).
The following unaudited pro forma consolidated financial statements of the Company as of and for the six months ended June 28, 2014 and for each of the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011, respectively, give effect to the Transactions. The Unaudited Pro Forma Condensed Consolidated Balance Sheet assumes the Transactions occurred on June 28, 2014. The Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 28, 2014 and each of the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011, respectively, assume the Transactions occurred on the first day of the earliest fiscal period presented (January 2, 2011) and carried through all periods presented.
The unaudited pro forma consolidated financial statements are derived from the historical consolidated financial statements of the Company. Adjustments are included to the extent they are directly attributable to the Transactions, factually supportable and, with respect to the Unaudited Pro Forma Condensed Combined Statements of Operations, expected to have a continuing impact on the Company’s operating results.
The adjustments reflected are based on currently available information and certain preliminary estimates and assumptions and, therefore, the actual effects of the Transactions, including any related tax impact, may differ from the effects reflected in the unaudited pro forma consolidated financial statements.
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VISANT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of June 28, 2014
| | | | | | | | | | | | | | | | | | |
In thousands, except share amounts | | As Reported | | | Sale Transactions [a] | | | Other Adjustments | | | Notes | | Pro Forma | |
ASSETS | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 127,744 | | | $ | 325,568 | | | $ | (364,715 | ) | | [b] | | $ | 88,597 | |
Accounts receivable, net | | | 130,539 | | | | (36,889 | ) | | | — | | | | | | 93,650 | |
Inventories | | | 69,620 | | | | (16,909 | ) | | | — | | | | | | 52,711 | |
Salespersons overdrafts, net of allowance of $9,555 | | | 13,108 | | | | — | | | | — | | | | | | 13,108 | |
Prepaid expenses and other current assets | | | 14,876 | | | | (2,831 | ) | | | — | | | | | | 12,045 | |
Income tax receivable | | | 1,299 | | | | (1,299 | ) | | | — | | | | | | — | |
Deferred income taxes | | | 16,598 | | | | (1,323 | ) | | | (302 | ) | | [d] | | | 14,973 | |
| | | | | | | | | | | | | | | | | | |
Total current assets | | | 373,784 | | | | 266,317 | | | | (365,017 | ) | | | | | 275,084 | |
| | | | | | | | | | | | | | | | | | |
Property, plant and equipment | | | 550,468 | | | | (180,316 | ) | | | — | | | | | | 370,152 | |
Less accumulated depreciation | | | (371,362 | ) | | | 120,720 | | | | — | | | | | | (250,642 | ) |
| | | | | | | | | | | | | | | | | | |
Property, plant and equipment, net | | | 179,106 | | | | (59,596 | ) | | | — | | | | | | 119,510 | |
Goodwill | | | 927,203 | | | | (178,099 | ) | | | — | | | | | | 749,104 | |
Intangibles, net | | | 360,999 | | | | (17,084 | ) | | | — | | | | | | 343,915 | |
Deferred financing costs, net | | | 28,242 | | | | — | | | | (3,493 | ) | | [c] | | | 24,749 | |
Deferred income taxes | | | 2,342 | | | | (295 | ) | | | 3,380 | | | [d] | | | 5,427 | |
Other assets | | | 14,634 | | | | 50,434 | | | | — | | | | | | 65,068 | |
| | | | | | | | | | | | | | | | | | |
Total assets | | $ | 1,886,310 | | | $ | 61,677 | | | $ | (365,130 | ) | | | | $ | 1,582,857 | |
| | | | | | | | | | | | | | | | | | |
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDER’S DEFICIT | | | | | | | | | | | | | | | | | | |
Short-term borrowings | | $ | — | | | $ | — | | | $ | 30,000 | | | [b] | | $ | 30,000 | |
Accounts payable | | | 43,889 | | | | (16,826 | ) | | | — | | | | | | 27,063 | |
Accrued employee compensation and related taxes | | | 27,768 | | | | (6,647 | ) | | | — | | | | | | 21,121 | |
Commissions payable | | | 26,675 | | | | (407 | ) | | | — | | | | | | 26,268 | |
Customer deposits & deferred revenue | | | 67,939 | | | | (561 | ) | | | — | | | | | | 67,378 | |
Income taxes payable | | | 30,492 | | | | (2,220 | ) | | | 222 | | | [d] | | | 28,494 | |
Current portion of long-term debt and capital leases | | | 3,903 | | | | (1,207 | ) | | | 7,750 | | | [e] | | | 10,446 | |
Interest payable | | | 33,785 | | | | (86 | ) | | | (14,146 | ) | | [f] | | | 19,553 | |
Other accrued liabilities | | | 29,451 | | | | (4,511 | ) | | | — | | | | | | 24,940 | |
| | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 263,902 | | | | (32,465 | ) | | | 23,826 | | | | | | 255,263 | |
| | | | | | | | | | | | | | | | | | |
Long-term debt and capital leases — less current maturities | | | 1,870,382 | | | | (16,789 | ) | | | (362,220 | ) | | [g] | | | 1,491,373 | |
Deferred income taxes | | | 144,371 | | | | (4,865 | ) | | | (11,408 | ) | | [d] | | | 128,098 | |
Pension liabilities, net | | | 46,909 | | | | — | | | | — | | | | | | 46,909 | |
Other noncurrent liabilities | | | 39,270 | | | | (4,158 | ) | | | — | | | | | | 35,112 | |
| | | | | | | | | | | | | | | | | | |
Total liabilities | | | 2,364,834 | | | | (58,277 | ) | | | (349,802 | ) | | | | | 1,956,755 | |
| | | | | | | | | | | | | | | | | | |
Mezzanine equity | | | 11 | | | | — | | | | — | | | | | | 11 | |
Preferred stock $.01 par value; authorized 300,000 shares; none issued and outstanding at June 28, 2014 | | | — | | | | — | | | | — | | | | | | — | |
Common stock $.01 par value; authorized 1,000 shares; 1,000 shares issued and outstanding at June 28, 2014 | | | — | | | | — | | | | — | | | | | | — | |
Additional paid-in-capital | | | 61,019 | | | | — | | | | — | | | | | | 61,019 | |
Accumulated deficit | | | (499,899 | ) | | | 122,128 | | | | (15,328 | ) | | [h] | | | (393,099 | ) |
Accumulated other comprehensive loss | | | (39,655 | ) | | | (2,174 | ) | | | — | | | | | | (41,829 | ) |
| | | | | | | | | | | | | | | | | | |
Total stockholder’s deficit | | | (478,535 | ) | | | 119,954 | | | | (15,328 | ) | | | | | (373,909 | ) |
| | | | | | | | | | | | | | | | | | |
Total liabilities, mezzanine equity and stockholder’s deficit | | $ | 1,886,310 | | | $ | 61,677 | | | $ | (365,130 | ) | | | | $ | 1,582,857 | |
| | | | | | | | | | | | | | | | | | |
See notes to Unaudited Pro Forma Condensed Combined Financial Information.
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VISANT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
For the Six Months Ended June 28, 2014
| | | | | | | | | | | | | | |
In thousands | | As Reported | | | Other Adjustments | | | Notes | | Pro Forma | |
Net sales | | $ | 687,919 | | | $ | (129,907 | ) | | [a] | | $ | 558,012 | |
Cost of products sold | | | 307,564 | | | | (92,701 | ) | | [a] | | | 214,863 | |
| | | | | | | | | | | | | | |
Gross profit | | | 380,355 | | | | (37,206 | ) | | | | | 343,149 | |
Selling and administrative expenses | | | 207,754 | | | | (25,860 | ) | | [a] | | | 181,894 | |
Gain on disposal of fixed assets | | | (347 | ) | | | 22 | | | [a] | | | (325 | ) |
Special charges | | | 6,000 | | | | (401 | ) | | [a] | | | 5,599 | |
| | | | | | | | | | | | | | |
Operating income | | | 166,948 | | | | (10,967 | ) | | | | | 155,981 | |
Interest expense, net | | | 77,439 | | | | (7,462 | ) | | [a] | | | 69,977 | |
| | | | | | | | | | | | | | |
Income before income taxes | | | 89,509 | | | | (3,505 | ) | | | | | 86,004 | |
Provision for income taxes | | | 35,269 | | | | 2,906 | | | [a] | | | 38,175 | |
| | | | | | | | | | | | | | |
Net income | | $ | 54,240 | | | $ | (6,411 | ) | | | | $ | 47,829 | |
| | | | | | | | | | | | | | |
See notes to Unaudited Pro Forma Condensed Combined Financial Information.
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VISANT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
For the Year Ended December 28, 2013
| | | | | | | | | | | | | | |
In thousands | | As Reported | | | Other Adjustments | | | Notes | | Pro Forma | |
Net sales | | $ | 1,127,703 | | | $ | (273,696 | ) | | [a] | | $ | 854,007 | |
Cost of products sold | | | 543,401 | | | | (192,086 | ) | | [a] | | | 351,315 | |
| | | | | | | | | | | | | | |
Gross profit | | | 584,302 | | | | (81,610 | ) | | | | | 502,692 | |
Selling and administrative expenses | | | 405,962 | | | | (56,028 | ) | | [a] | | | 349,934 | |
Gain on disposal of fixed assets | | | (835 | ) | | | (23 | ) | | [a] | | | (858 | ) |
Special charges | | | 20,561 | | | | (325 | ) | | [a] | | | 20,236 | |
| | | | | | | | | | | | | | |
Operating income | | | 158,614 | | | | (25,234 | ) | | | | | 133,380 | |
Interest expense, net | | | 155,268 | | | | (15,381 | ) | | [a] | | | 139,887 | |
| | | | | | | | | | | | | | |
Income (loss) before income taxes | | | 3,346 | | | | (9,853 | ) | | | | | (6,507 | ) |
Provision for income taxes | | | 2,265 | | | | 6,945 | | | [a] | | | 9,210 | |
| | | | | | | | | | | | | | |
Net income (loss) | | $ | 1,081 | | | $ | (16,798 | ) | | | | $ | (15,717 | ) |
| | | | | | | | | | | | | | |
See notes to Unaudited Pro Forma Condensed Combined Financial Information.
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VISANT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
For the Year Ended December 29, 2012
| | | | | | | | | | | | | | |
In thousands | | As Reported | | | Other Adjustments | | | Notes | | Pro Forma | |
Net sales | | $ | 1,155,342 | | | $ | (269,483 | ) | | [a] | | $ | 885,859 | |
Cost of products sold | | | 549,490 | | | | (180,436 | ) | | [a] | | | 369,054 | |
| | | | | | | | | | | | | | |
Gross profit | | | 605,852 | | | | (89,047 | ) | | | | | 516,805 | |
Selling and administrative expenses | | | 426,376 | | | | (52,474 | ) | | [a] | | | 373,902 | |
Gain on disposal of fixed assets | | | (1,629 | ) | | | (84 | ) | | [a] | | | (1,713 | ) |
Special charges | | | 75,905 | | | | (27,996 | ) | | [a] | | | 47,909 | |
| | | | | | | | | | | | | | |
Operating income | | | 105,200 | | | | (8,493 | ) | | | | | 96,707 | |
Interest expense, net | | | 158,924 | | | | (15,263 | ) | | [a] | | | 143,661 | |
Gain on repurchase and redemption of debt | | | (947 | ) | | | — | | | [a] | | | (947 | ) |
| | | | | | | | | | | | | | |
Loss before income taxes | | | (52,777 | ) | | | 6,770 | | | | | | (46,007 | ) |
Provision for income taxes | | | 5,823 | | | | (2,268 | ) | | [a] | | | 3,555 | |
| | | | | | | | | | | | | | |
Net loss | | $ | (58,600 | ) | | $ | 9,038 | | | | | $ | (49,562 | ) |
| | | | | | | | | | | | | | |
See notes to Unaudited Pro Forma Condensed Combined Financial Information.
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VISANT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
For the Year Ended December 31, 2011
| | | | | | | | | | | | | | |
In thousands | | As Reported | | | Other Adjustments | | | Notes | | Pro Forma | |
Net sales | | $ | 1,217,792 | | | $ | (271,961 | ) | | [a] | | $ | 945,831 | |
Cost of products sold | | | 572,611 | | | | (182,527 | ) | | [a] | | | 390,084 | |
| | | | | | | | | | | | | | |
Gross profit | | | 645,181 | | | | (89,434 | ) | | | | | 555,747 | |
Selling and administrative expenses | | | 449,801 | | | | (50,320 | ) | | [a] | | | 399,481 | |
Gain on disposal of fixed assets | | | (910 | ) | | | 144 | | | [a] | | | (766 | ) |
Special charges | | | 44,413 | | | | (369 | ) | | [a] | | | 44,044 | |
| | | | | | | | | | | | | | |
Operating income | | | 151,877 | | | | (38,889 | ) | | | | | 112,988 | |
Interest expense, net | | | 164,136 | | | | (15,379 | ) | | [a] | | | 148,757 | |
Loss on repurchase and redemption of debt | | | — | | | | 58,277 | | | [a] | | | 58,277 | |
| | | | | | | | | | | | | | |
Loss before income taxes | | | (12,259 | ) | | | (81,787 | ) | | | | | (94,046 | ) |
Provision for (benefit from) income taxes | | | 2,625 | | | | (24,683 | ) | | [a] | | | (22,058 | ) |
| | | | | | | | | | | | | | |
Net loss | | $ | (14,884 | ) | | $ | (57,104 | ) | | | | $ | (71,988 | ) |
| | | | | | | | | | | | | | |
See notes to Unaudited Pro Forma Condensed Combined Financial Information.
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Visant Corporation and Subsidiaries
Notes to Unaudited Pro Forma Condensed Combined Financial Information
The following notes (the “Notes”) are made part of the Unaudited Pro Forma Condensed Consolidated Balance Sheet:
[a] Reflects adjustments to the Company’s historical account balances as if the Sale Transactions had occurred on June 28, 2014, including the receipt of an aggregate of $351.4 million of cash proceeds, partially offset by estimated cash outflows of: (i) a $16.5 million principal and interest payment under the Existing Credit Agreement in connection with the Lehigh Transaction; and (ii) the elimination of $9.3 million of historical cash balances attributable to the Arcade Transaction.
[b] Reflects adjustments to the Company’s historical account balances as if proceeds under the New Credit Agreement of approximately $773.4 million pursuant to the Refinancing (net of fees and original issue discount), including $30.0 million of borrowings under the Revolver offset by approximately $1,138.2 million related to the repayment of outstanding principal and interest paid in connection with the termination of the Existing Credit Agreement pursuant to the Refinancing, had been received as of June 28, 2014.
[c] Represents adjustments to the Company’s historical account balances as if the net impact on deferred financing fees resulting from the Refinancing had occurred as of June 28, 2014.
[d] Reflects adjustments to the Company’s historical account balances as if the tax impact of the pro forma adjustments described in the Notes had been recognized as of June 28, 2014.
[e] Represents the required amortization payments under the New Credit Agreement due within 12 months following June 28, 2014.
[f] Represents adjustments to the Company’s historical account balances as if the payment of outstanding interest in connection with the Refinancing and included in the $1,138.2 million payment made at the closing of the Refinancing had occurred as of June 28, 2014.
[g] Represents adjustments to the Company’s historical account balances as if the net impact of the Refinancing and related pay down under the Existing Credit Agreement with the proceeds from the Arcade Transaction had occurred as of June 28, 2014.
[h] Represents adjustments to the Company’s historical account balances as if increases to the Company’s stockholders’ deficit due to the write-off of approximately $11.8 million of deferred financing fees, net of tax, and $6.0 million of original issue discount, net of tax, attributable to the term loan under the Existing Credit Agreement extinguished in connection with the Refinancing and the related tax effects had occurred as of June 28, 2014.
The following notes (the “Notes”) are made part of the Unaudited Pro Forma Condensed Combined Statements of Operations:
[a] Represents adjustments to the Company’s historical account balances as if the Transactions had occurred on the first day of the earliest fiscal period presented (January 2, 2011) and carried through all periods presented. Such adjustments therefore include costs incurred associated with the Transactions. The Company’s historical account balances have not been adjusted to include Visant’s proportional share of Luxco’s historical results under the equity method of accounting as such amounts are not determinable.
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