Exhibit 99.1
Visant Corporation and Subsidiaries
Unaudited Pro Forma Financial Information
On August 14, 2015, Visant Corporation (“Visant”, and together with its consolidated subsidiaries, the “Company”) completed the sale of substantially all of the assets of its Phoenix Color Corporation subsidiary to ALJ Regional Holdings Inc. for a total purchase price of approximately $90.0 million less costs and certain post-closing adjustments.
The following unaudited pro forma consolidated financial statements of the Company as of and for the six months ended July 4, 2015, and for each of the fiscal years ended January 3, 2015, December 28, 2013 and December 29, 2012, respectively, give effect to the Transaction. The Unaudited Pro Forma Condensed Consolidated Balance Sheet assumes the Transaction occurred on July 4, 2015. The Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended July 4, 2015, and each of the fiscal years ended January 3, 2015, December 28, 2013 and December 29, 2012, respectively, assume the Transaction occurred on the first day of the earliest fiscal period presented (January 1, 2012) 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 Transaction, 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 July 4, 2015
| | | | | | | | | | | | |
In thousands, except share amounts | | As Reported | | | Sale Transaction [a] | | | Pro Forma | |
ASSETS | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 53,512 | | | $ | 63 | | | $ | 53,575 | |
Accounts receivable, net | | | 71,963 | | | | (8,951 | ) | | | 63,012 | |
Inventories | | | 57,965 | | | | (3,408 | ) | | | 54,557 | |
Salespersons overdrafts, net of allowance of $8,224 | | | 10,199 | | | | — | | | | 10,199 | |
Prepaid expenses and other current assets | | | 13,348 | | | | (679 | ) | | | 12,669 | |
Income tax receivable | | | 4,271 | | | | — | | | | 4,271 | |
Deferred income taxes | | | 19,625 | | | | (352 | ) | | | 19,273 | |
Current assets of discontinued operations | | | 1,795 | | | | — | | | | 1,795 | |
| | | | | | | | | | | | |
Total current assets | | | 232,678 | | | | (13,327 | ) | | | 219,351 | |
| | | | | | | | | | | | |
Property, plant and equipment | | | 400,467 | | | | (69,269 | ) | | | 331,198 | |
Less accumulated depreciation | | | (281,707 | ) | | | 42,407 | | | | (239,300 | ) |
| | | | | | | | | | | | |
Property, plant and equipment, net | | | 118,760 | | | | (26,862 | ) | | | 91,898 | |
Goodwill | | | 695,464 | | | | (3,745 | ) | | | 691,719 | |
Intangibles, net | | | 332,943 | | | | (80,659 | ) | | | 252,284 | |
Deferred financing costs, net | | | 22,005 | | | | — | | | | 22,005 | |
Deferred income taxes | | | 1,915 | | | | — | | | | 1,915 | |
Other assets | | | 45,293 | | | | (997 | ) | | | 44,296 | |
| | | | | | | | | | | | |
Total assets | | $ | 1,449,058 | | | $ | (125,590 | ) | | $ | 1,323,468 | |
| | | | | | | | | | | | |
| | | |
LIABILITIES AND STOCKHOLDER’S DEFICIT | | | | | | | | | | | | |
Accounts payable | | $ | 26,488 | | | $ | (1,951 | ) | | $ | 24,537 | |
Accrued employee compensation and related taxes | | | 19,202 | | | | (1,142 | ) | | | 18,060 | |
Commissions payable | | | 25,657 | | | | (66 | ) | | | 25,591 | |
Customer deposits & deferred revenue | | | 65,624 | | | | (28 | ) | | | 65,596 | |
Income taxes payable | | | 21,921 | | | | (35 | ) | | | 21,886 | |
Current portion of long-term debt and capital leases | | | 8,872 | | | | (406 | ) | | | 8,466 | |
Interest payable | | | 19,999 | | | | — | | | | 19,999 | |
Other accrued liabilities | | | 24,611 | | | | (1,168 | ) | | | 23,443 | |
Current liabilities of discontinued operations | | | 6,842 | | | | — | | | | 6,842 | |
| | | | | | | | | | | | |
Total current liabilities | | | 219,216 | | | | (4,796 | ) | | | 214,420 | |
| | | | | | | | | | | | |
| | | |
Long-term debt and capital leases - less current maturities | | | 1,486,226 | | | | (84,021 | ) | | | 1,402,205 | |
Deferred income taxes | | | 105,558 | | | | (29,667 | ) | | | 75,891 | |
Pension liabilities, net | | | 88,606 | | | | — | | | | 88,606 | |
Other noncurrent liabilities | | | 27,445 | | | | — | | | | 27,445 | |
| | | | | | | | | | | | |
Total liabilities | | | 1,927,051 | | | | (118,484 | ) | | | 1,808,567 | |
| | | | | | | | | | | | |
| | | |
Preferred stock $.01 par value; authorized 300,000 shares; none issued and outstanding at July 4, 2015 | | | — | | | | — | | | | — | |
Common stock $.01 par value; authorized 1,000 shares; 1,000 shares issued and outstanding at July 4, 2015 | | | — | | | | — | | | | — | |
Additional paid-in-capital | | | 61,703 | | | | — | | | | 61,703 | |
Accumulated deficit | | | (466,228 | ) | | | (7,106 | ) | | | (473,334 | ) |
Accumulated other comprehensive loss | | | (73,468 | ) | | | — | | | | (73,468 | ) |
| | | | | | | | | | | | |
Total stockholder’s deficit | | | (477,993 | ) | | | (7,106 | ) | | | (485,099 | ) |
| | | | | | | | | | | | |
Total liabilities and stockholder’s deficit | | $ | 1,449,058 | | | $ | (125,590 | ) | | $ | 1,323,468 | |
| | | | | | | | | | | | |
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 July 4, 2015
| | | | | | | | | | | | |
In thousands | | As Reported | | | Sale Transaction [a] | | | Pro Forma | |
Net sales | | $ | 549,979 | | | $ | (42,051 | ) | | $ | 507,928 | |
Cost of products sold | | | 208,681 | | | | (28,109 | ) | | | 180,572 | |
| | | | | | | | | | | | |
Gross profit | | | 341,298 | | | | (13,942 | ) | | | 327,356 | |
Selling and administrative expenses | | | 179,194 | | | | (9,649 | ) | | | 169,545 | |
(Gain) loss on disposal of fixed assets | | | (341 | ) | | | 410 | | | | 69 | |
Special charges | | | 56,053 | | | | (53,752 | ) | | | 2,301 | |
| | | | | | | | | | | | |
Operating income | | | 106,392 | | | | 49,049 | | | | 155,441 | |
Interest expense, net | | | 70,460 | | | | (3,136 | ) | | | 67,324 | |
Equity in income of affiliate | | | (4,669 | ) | | | — | | | | (4,669 | ) |
| | | | | | | | | | | | |
Income before income taxes | | | 40,601 | | | | 52,185 | | | | 92,786 | |
Provision for income taxes | | | 33,134 | | | | (2,888 | ) | | | 30,246 | |
| | | | | | | | | | | | |
Income from continuing operations | | | 7,467 | | | | 55,073 | | | | 62,540 | |
| | | | | | | | | | | | |
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 January 3, 2015
| | | | | | | | | | | | |
In thousands | | As Reported | | | Sale Transaction [a] | | | Pro Forma | |
Net sales | | $ | 831,770 | | | $ | (91,176 | ) | | $ | 740,594 | |
Cost of products sold | | | 340,007 | | | | (62,336 | ) | | | 277,671 | |
| | | | | | | | | | | | |
Gross profit | | | 491,763 | | | | (28,840 | ) | | | 462,923 | |
Selling and administrative expenses | | | 326,808 | | | | (19,508 | ) | | | 307,300 | |
Gain on disposal of fixed assets | | | (679 | ) | | | 403 | | | | (276 | ) |
Special charges | | | 16,001 | | | | (56 | ) | | | 15,945 | |
| | | | | | | | | | | | |
Operating income | | | 149,633 | | | | (9,679 | ) | | | 139,954 | |
Interest income | | | (9 | ) | | | — | | | | (9 | ) |
Interest expense | | | 154,114 | | | | (5,495 | ) | | | 148,619 | |
Loss on repurchase and redemption of debt | | | 26,593 | | | | — | | | | 26,593 | |
| | | | | | | | | | | | |
Loss before income taxes | | | (31,065 | ) | | | (4,184 | ) | | | (35,249 | ) |
Benefit from income taxes | | | (19,638 | ) | | | (1,364 | ) | | | (21,002 | ) |
| | | | | | | | | | | | |
Loss from continuing operations | | | (11,427 | ) | | | (2,820 | ) | | | (14,247 | ) |
| | | | | | | | | | | | |
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 | | | Sale Transaction [a] | | | Pro Forma | |
Net sales | | $ | 854,007 | | | $ | (91,315 | ) | | $ | 762,692 | |
Cost of products sold | | | 351,315 | | | | (61,768 | ) | | | 289,547 | |
| | | | | | | | | | | | |
Gross profit | | | 502,692 | | | | (29,547 | ) | | | 473,145 | |
Selling and administrative expenses | | | 349,694 | | | | (20,841 | ) | | | 328,853 | |
Gain on disposal of fixed assets | | | (858 | ) | | | 84 | | | | (774 | ) |
Special charges | | | 20,236 | | | | (8,270 | ) | | | 11,966 | |
| | | | | | | | | | | | |
Operating income | | | 133,620 | | | | (520 | ) | | | 133,100 | |
Interest income | | | (11 | ) | | | — | | | | (11 | ) |
Interest expense | | | 155,012 | | | | (4,787 | ) | | | 150,225 | |
| | | | | | | | | | | | |
Loss before income taxes | | | (21,381 | ) | | | 4,267 | | | | (17,114 | ) |
Benefit from income taxes | | | (6,434 | ) | | | 2,042 | | | | (4,392 | ) |
| | | | | | | | | | | | |
Loss from continuing operations | | | (14,947 | ) | | | 2,225 | | | | (12,722 | ) |
| | | | | | | | | | | | |
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 | | | Sale Transaction [a] | | | Pro Forma | |
Net sales | | $ | 885,859 | | | $ | (94,788 | ) | | $ | 791,071 | |
Cost of products sold | | | 369,103 | | | | (64,264 | ) | | | 304,839 | |
| | | | | | | | | | | | |
Gross profit | | | 516,756 | | | | (30,524 | ) | | | 486,232 | |
Selling and administrative expenses | | | 373,653 | | | | (23,045 | ) | | | 350,608 | |
Gain on disposal of fixed assets | | | (1,713 | ) | | | 315 | | | | (1,398 | ) |
Special charges | | | 47,909 | | | | (29,980 | ) | | | 17,929 | |
| | | | | | | | | | | | |
Operating income | | | 96,907 | | | | 22,186 | | | | 119,093 | |
Interest income | | | (48 | ) | | | — | | | | (48 | ) |
Interest expense | | | 158,717 | | | | (4,812 | ) | | | 153,905 | |
Gain on repurchase and redemption of debt | | | (947 | ) | | | — | | | | (947 | ) |
| | | | | | | | | | | | |
Loss before income taxes | | | (60,815 | ) | | | 26,998 | | | | (33,817 | ) |
Benefit from income taxes | | | (8,131 | ) | | | (61 | ) | | | (8,192 | ) |
| | | | | | | | | | | | |
Loss from continuing operations | | | (52,684 | ) | | | 27,059 | | | | (25,625 | ) |
| | | | | | | | | | | | |
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 Transaction had occurred on July 4, 2015, including the receipt of $90 million of cash proceeds less costs and certain post-closing adjustments. Also includes adjustments as if the pay-down of certain external indebtedness had occurred as of July 4, 2015, with the net proceeds from the Phoenix Transaction.
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 Phoenix Transaction had occurred on the first day of the earliest fiscal period presented (January 1, 2012) and carried through all periods presented. Such adjustments therefore include costs incurred associated with the Transaction and application of the proceeds from the Transaction as if pay-down of certain external indebtedness had occurred as of January 1, 2012.
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