Alj Regional Holdings, Inc. (OTC:ALJJ)

NEW YORK, July 12, 2015 /PRNewswire/ --

Phoenix Color Acquisition

• Leading manufacturer of book components, educational materials and related products with $88 million of revenue for the twelve months ended March 31, 2015
• Scheduled to close no later than October 5 with a purchase price of $90 million
• Expands ALJ's revenue from $190 million to $278 million, expands ALJ's EBITDA from $18.9 million to $41.8 million and, together with the other transactions listed below, increases EPS from $0.45 to $0.66 on a pro forma basis for the twelve months endedMarch 31, 2015

ALJ Share Transactions

• Senior Visant Corporation officer Marc Reisch purchases 400,000 shares of ALJ common stock and will join ALJ board of directors upon the closing
• Faneuil and Carpets management exchange equity in subsidiaries for 1.8 million shares of ALJ common stock and both subsidiaries become wholly owned subsidiaries

Financing Transactions

• Acquisition and related transactions to be financed with $95 million term loan and $30 million revolver with Cerberus Business Finance, LLC

ALJ Regional Holdings, Inc. (OTC Markets: ALJJ) announced today that it has entered into a Purchase Agreement to acquire all of the outstanding capital stock of Phoenix Color Corp. from Visant Corporation.  Phoenix Color is a leading manufacturer of book components, educational materials and related products with over 30 years of superior print experience. Drawing on a broad spectrum of materials and decorative technologies, Phoenix Color produces memorable, value-added components, heavily illustrated books and specialty commercial products.  The acquisition is scheduled to close no later than October 5, 2015, subject to customary closing conditions, including the receipt of debt financing and applicable consents and approvals.

"Phoenix Color has been servicing the publishing industry within the United States for over 30 years and has formed lasting relationships with some of the biggest names in book publishing," said Jess Ravich, ALJ's Executive Chairman.  "In addition, it is either the #1 or #2 market leader in the primary categories in which it competes. We are excited to add Phoenix Color to our family of market-leading companies under ALJ."  ALJ currently owns Faneuil, Inc. and Floors-N-More, LLC, dba Carpets N' More.

The aggregate consideration for the acquisition, subject to certain closing adjustments, will be $90 million.  ALJ expects to enter into a$95 million term loan and a $30 million revolver with Cerberus Business Finance, LLC. The proceeds of such facility together with the proceeds from the sale of ALJ stock described below will be used to fund the acquisition and refinance the outstanding obligations of ALJ, Faneuil and Carpets and to provide working capital facilities to all three of ALJ's subsidiaries.

ALJ also announced today that Marc Reisch, the Chairman, President and Chief Executive Officer of Visant, has purchased 400,000 shares of common stock of ALJ in a private placement for an aggregate consideration of $1,520,000. Upon the closing of the acquisition, Mr. Reisch will become Chairman of Phoenix Color and a member of the board of directors of ALJ.  "I am excited to continue my involvement with Phoenix Color as well as to be joining the ALJ board.  I look forward to working with the members of the Board to continue to grow ALJ's family of companies," noted Mr. Reisch.  John Carbone, the current President of Phoenix Color, will remain as the President of Phoenix Color.

ALJ also announced today that Anna Van Buren, the Chief Executive Officer of Faneuil, and Tarsha Leherr, the Vice President of Operations of Faneuil, exchanged their 32,857 and 3,286 shares of common stock of Faneuil, respectively, for 1,500,000 shares and 150,000 shares of common stock of ALJ, respectively, using an exchange ratio of 45.65 shares of ALJ common stock for each share of Faneuil common stock.  On a pro forma basis assuming that this exchange had occurred on April 1, 2014, ALJ's consolidated EPS, fully diluted, for the 12 months ended March 31, 2015 would not have changed.  Also on July 10, 2015, Ms. Van Buren entered into an amended and restated employment agreement with Faneuil and waived her option to purchase 60,000 shares of Faneuil's common stock.

ALJ also announced today that Steve Chesin, the Chief Executive Officer of Carpets, exchanged his 750,000 Class B Preferred Units with a preference amount equal to $750,000, 75,000 Common Units and 40,000 Equity Award Units of Carpets for 150,000 shares of common stock of ALJ.  On a pro forma basis assuming that this exchange had occurred on April 1, 2014, ALJ's consolidated EPS, fully diluted, for the 12 months ended March 31, 2015 would have decreased by approximately $0.02.

As a result of these three exchanges, ALJ now owns 100% of each of its subsidiaries.  "Having Anna, Steve and Tarsha exchange their interests in our subsidiaries for shares in ALJ plus having Marc become a significant stockholder in ALJ is extremely positive for our company as now all of our executive officers are fully aligned with our stockholders," continued Mr. Ravich.

Since March 31, 2015, ALJ has repurchased 176,383 shares of its common stock under its repurchase program at an average price per share of $3.83. 

Taking into account all of the above transactions, on a pro forma basis and subject to the finalization of the opening balance sheet, had we acquired Phoenix Color and consummated all of the above transactions on April 1, 2014, ALJ's consolidated EPS, fully diluted, for the 12 months ended March 31, 2015 would have increased by approximately $0.20 from $0.46 to $0.66.

GeoBargain ALJJ reported Q1 2015 results:

• ALJJ recognized consolidated revenue of $49.9 million for the three months ended December 31, 2014 compared to $44.0 million for the three months ended September 30, 2014 and $25.8 million compared to the three months ended December 31, 2013.

• EPS of $0.08 vs $0.05 in the prior year

• Faneuil estimates its revenue for the three months ending March 31, 2015 to be in the range of $38 million to $42 million.  (Faneuil reported revenues of $40.7 for Q4 2014)

Comments from management:

"Carpets is close to turning the corner and we expect positive results moving forward."  Anna Van Buren, Faneuil's CEO said, "Our business has continued to grow for both the top line and bottom line.  Our Healthcare Division has grown rapidly over the last 12 months and is now one of the largest sectors of our business."

NEW YORK, Dec. 31, 2014 /PRNewswire/ -- ALJ Regional Holdings, Inc. (OTC Markets: ALJJ) announced results for its fiscal year ended September 30, 2014.

For the year ended September 30, 2014, ALJ posted net income of $15.6 million and earnings per share of $0.48.  For the three months ended September 30, 2014, ALJJ posted net income of $6.9 million and earnings per share of $0.20.  GeoTeam calculated non-GAAP EPS of $0.07(not taxed).

ALJ acquired Faneuil, Inc. ("Faneuil") in October 2013 and Floors-N-More, LLC, dba Carpets N' More ("Carpets") in April 2014.  In February 2013, ALJ sold its subsidiary, KES Acquisition Company ("KES"). Therefore, KES' prior year operations are disclosed as discontinued operations in our financial statements and year over year comparisons for on-going operations are not possible.

Faneuil is a leading provider of outsourcing and co-sourced services to both commercial and government entities in the healthcare, utility, toll and transportation industries. Carpets is one of  the largest floor covering retailers in Las Vegas and a provider of multiple finishing products for commercial, retail and home builder markets including all types of flooring, countertops, cabinets, window coverings and garage/closet organizers, with 5 retail locations.

Our financial statements reflect the full operations of Faneuil from October 18, 2013 through September 30, 2014 and Carpets from April 1, 2014 through September 30, 2014, and the discontinued operations of KES from October 1, 2012 through February 5, 2013.

"Faneuil has continued to surpass our expectations," said Jess Ravich, ALJ's Executive Chairman.  He went on to say, "Carpets had a difficult quarter, but we have put in place certain corrections that should serve us well in 2015.  Overall, we are very pleased with our results."  Anna Van Buren, Faneuil's CEO stated, "We had a great close to the fiscal year. We expect continued success in 2015, following the award of a new health care contact services contract in California."

NEW YORK, Nov. 12, 2014 /PRNewswire/ -- For the quarter ended September 30, 2014, ALJ Regional Holdings, Inc. (Pink Sheets: ALJJ) expects revenue from its Faneuil subsidiary to be in the range of $34.3 million to $36.1 million as compared to revenue of $35.0 million for the quarter ended June 30, 2014. Comparable year-over-year revenue is not available as ALJJ did not own Faneuil in the year ago quarter.

For the quarter ended September 30, 2014, ALJJ expects revenue from its Carpets subsidiary to be in the range of $8.1 million to $8.5 million as compared to revenue of $8.3 million for the quarter ended June 30, 2014. Comparable year-over-year revenue is not available as ALJJ did not own Carpets in the year ago quarter.

Complete detailed results will be issued following completion of the annual audit near calendar year-end.

ASHLAND, Ky.--(BUSINESS WIRE)--ALJ Regional Holdings, Inc. (Pink Sheets:ALJJ) posted revenues of $43.3 million and $116.2 million for the three months and nine months, respectively, ended June 30, 2011. This compares to $31.0 million and $80.5 million for the comparable three month and nine month periods in fiscal 2010. ALJ is the parent company of KES Acquisition Company dba Kentucky Electric Steel, the owner and operator of a steel mini-mill near Ashland, Kentucky.

According to John Scheel, ALJ's Chief Executive Officer, "The revenue for the recently-completed third quarter of the 2011 fiscal year was up nearly 40 percent over the year-earlier quarter. This was about two-thirds due to increased sales volume and one-third to increased pricing. The year-over-year fiscal year-to-date results were even better with volume and pricing sharing nearly equally in improvement. Our full financial results, which will be published within the next few weeks, will also reflect the recent equitization of all of the ALJ securities senior to the common shareholders. We are looking forward to meeting with our shareholders on July 18th in New York City.