Exhibit 99.1

ALJ REGIONAL HOLDINGS, INC. AND SUBSIDIARIES

INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


	Page Number


Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements	P-2

Unaudited Pro Forma Condensed Consolidated Balance Sheet	P-3

Unaudited Pro Forma Condensed Consolidated Statement of Operations	P-4

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements	P-7

INTRODUCTION TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited pro forma condensed consolidated financial statements of ALJ Regional Holdings, Inc. (“ALJ,” the “Company” or “we”) and subsidiaries were derived from the Company’s historical consolidated financial statements. They are presented to give effect to the dispositions of Phoenix Color Corp. and subsidiaries (“Phoenix”) and certain business contracts of Faneuil Inc. and subsidiaries (“Faneuil Contracts”) by ALJ. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2021 is presented as if the dispositions had occurred on that date. The statements of operations for the three months ended December 31, 2021, and the years ended September 30, 2021 and 2020, are presented as if (i) the Phoenix disposition occurred on October 1, 2019, the beginning of the earliest pro forma period presented for Phoenix, and (ii) the Faneuil Contracts disposition occurred on October 1, 2020, the beginning of the earliest pro forma period presented for Faneuil.

The pro forma information has been prepared for illustrative purposes only and is not intended to represent or be indicative of the consolidated results of operations that actually would have been achieved had the dispositions of Phoenix and Faneuil Contracts been completed prior to the periods presented. Further, these financial statements are not necessarily indicative of the Company’s future financial position and future results of operations. The pro forma information should be read in conjunction with the historical financial statements of the Company included in its Annual Report on Form 10‑K for the year ended September 30, 2021, filed with the Securities and Exchange Commission (“SEC”) on December 20, 2021, and the Company’s Quarterly Report on Form 10-Q for the three months ended December 31, 2021 filed with the SEC on February 11, 2022.

P-2

ALJ REGIONAL HOLDINGS, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

(in thousands, except par value)

	On September 30, 2021
	As Reported			Phoenix			Faneuil Contracts			Pro Forma Adjustments				Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	2,276		$	(656	)	$	—		$	136,128		(a) (b) (c) (d) (e)	$	137,748
Accounts receivable, net of allowance for doubtful accounts of $83		68,572			(10,912	)		—			—				57,660
Inventories, net		7,654			(7,654	)		—			—				—
Prepaid expenses and other current assets		10,894			(2,042	)		(189	)		—				8,663
Total current assets		89,396			(21,264	)		(189	)		136,128				204,071
Property and equipment, net		63,930			(41,066	)		(7,295	)		—				15,569
Operating lease right-of-use assets		29,048			—			(8,252	)		—				20,796
Intangible assets, net		30,611			(18,705	)		—			—				11,906
Collateral deposits		487			—			—			—				487
Other assets		1,181			(389	)		—			—				792
Total assets	$	214,653		$	(81,424	)	$	(15,736	)	$	136,128			$	253,621
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	15,241		$	(3,986	)	$	—		$	—			$	11,255
Accrued expenses		26,211			(5,396	)		(1,340	)		—				19,475
Income taxes payable		181			—			—			10		(e)		191
Deferred revenue and customer deposits		4,053			—			—			—				4,053
Term loans, net of deferred loan costs - current installments		2,692			—			—			(2,692	)	(c)		—
Finance lease obligations - current installments		765			—			—			—				765
Operating lease obligations - current installments		4,722			—			(2,003	)		—				2,719
Current portion of workers' compensation reserve		710			—			—			—				710
Other current liabilities		4,353			(667	)		—			—				3,686
Total current liabilities		58,928			(10,049	)		(3,343	)		(2,682	)			42,854
Line of credit, net of deferred loan costs		5,490			—			—			(5,490	)	(c)		—
Term loans, less current portion, net of deferred loan costs		93,484			—			—			(93,484	)	(c)		—
Deferred revenue, less current portion		369			—			—			—				369
Workers' compensation reserve, less current portion		1,749			—			—			—				1,749
Finance lease obligations, less current installments		332			—			—			—				332
Operating lease obligations, less current installments		32,767			—			(10,489	)		—				22,278
Deferred tax liabilities, net		852			—			—			(852	)	(e)		—
Other non-current liabilities		8,106			(1,841	)		—			—				6,265
Total liabilities		202,077			(11,890	)		(13,832	)		(102,508	)			73,847
Stockholders’ equity:
Common stock, $0.01 par value; authorized – 100,000 shares; 42,406 issued and outstanding on September 30, 2021		424			—			—			—				424
Additional paid-in capital		288,355			—			—			—				288,355
Accumulated deficit		(276,203	)		(69,534	)		(1,904	)		238,636		(a) (b) (c) (d) (e)		(109,005	)
Total stockholders’ equity		12,576			(69,534	)		(1,904	)		238,636				179,774
Total liabilities and stockholders’ equity	$	214,653		$	(81,424	)	$	(15,736	)	$	136,128			$	253,621

See notes to unaudited pro forma condensed consolidated financial statements.

P-3

ALJ REGIONAL HOLDINGS, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share amounts)

	Three Months Ended December 31, 2021
	As Reported			Phoenix			Faneuil Contracts			Pro Forma Adjustments				Pro Forma
Net revenue	$	103,082		$	(28,303	)	$	(42,738	)	$	447		(d)	$	32,488
Costs and expenses:
Cost of revenue		89,164			(21,640	)		(38,917	)		(331	)	(d)		28,276
Selling, general, and administrative expense		20,183			(3,588	)		(5,204	)		(2,099	)	(d)		9,292
Loss on disposal of assets, net		26			—			—			—				26
Total operating expenses		109,373			(25,228	)		(44,121	)		(2,430	)			37,594
Operating loss		(6,291	)		(3,075	)		1,383			2,877				(5,106	)
Other (expense) income:
Interest expense, net		(2,705	)		1,436			1,254			—				(15	)
Total other expense, net		(2,705	)		1,436			1,254			—				(15	)
Loss from continuing operations before income taxes		(8,996	)		(1,639	)		2,637			2,877				(5,121	)
(Provision for) benefit from income taxes		(396	)		497			12			(129	)	(e)		(16	)
Net loss	$	(9,392	)	$	(1,142	)	$	2,649		$	2,748			$	(5,137	)
Loss per share of common stock–basic and diluted	$	(0.22	)											$	(0.12	)
Weighted average shares of common stock outstanding– basic and diluted		42,407													42,407

See notes to unaudited pro forma condensed consolidated financial statements.

P-4

ALJ REGIONAL HOLDINGS, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share amounts)

	Year Ended September 30, 2021
	As Reported			Phoenix			Faneuil Contracts			Pro Forma Adjustments				Pro Forma
Net revenue	$	440,853		$	(115,627	)	$	(154,812	)	$	2,951		(d)	$	173,365
Costs and expenses:
Cost of revenue		355,245			(87,903	)		(119,549	)		(27	)	(d)		147,766
Selling, general, and administrative expense		76,688			(15,115	)		(20,047	)		(7,381	)	(d)		34,145
Gain on disposal of assets, net		(191	)		192			—			(114,693	)	(b)		(114,692	)
Total operating expenses		431,742			(102,826	)		(139,596	)		(122,101	)			67,219
Operating income		9,111			(12,801	)		(15,216	)		125,052				106,146
Other (expense) income:
Interest expense, net		(10,190	)		4,922			5,209			—				(59	)
Loss on debt extinguishment		(2,072	)		—			—			2,072		(c)		—
Total other expense, net		(12,262	)		4,922			5,209			2,072				(59	)
(Loss) income from continuing operations before income taxes		(3,151	)		(7,879	)		(10,007	)		127,124				106,087
Provision for income taxes		(429	)		422			57			(10,901	)	(e)		(10,851	)
(Loss) income from continuing operations		(3,580	)		(7,457	)		(9,950	)		116,223				95,236
Net loss from discontinued operations, net of taxes		(1,063	)		—			—			—				(1,063	)
Net (loss) income	$	(4,643	)	$	(7,457	)	$	(9,950	)	$	116,223			$	94,173
(Loss) income per share of common stock–basic:
Continuing operations	$	(0.08	)											$	2.25
Discontinued operations	$	(0.03	)											$	(0.03	)
Net (loss) income per share ⁽¹⁾	$	(0.11	)											$	2.22
(Loss) income per share of common stock–diluted:
Continuing operations	$	(0.08	)											$	1.75
Discontinued operations	$	(0.03	)											$	(0.02	)
Net (loss) income per share ⁽¹⁾	$	(0.11	)											$	1.73
Weighted average shares of common stock outstanding:
Basic		42,329													42,329
Diluted		42,329													54,417

⁽¹⁾	Amounts may not add due to rounding.

See notes to unaudited pro forma condensed consolidated financial statements.

P-5

ALJ REGIONAL HOLDINGS, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share amounts)

	Year Ended September 30, 2020
	As Reported			Phoenix			Pro Forma Adjustments				Pro Forma
Net revenue	$	350,053		$	(103,021	)	$	—			$	247,032
Costs and expenses:
Cost of revenue		282,488			(79,079	)		—				203,409
Selling, general, and administrative expense		67,284			(14,873	)		—				52,411
Impairment of goodwill		56,492			(32,542	)		—				23,950
Gain on disposal of assets, net		(324	)		324			—				—
Total operating expenses		405,940			(126,170	)		—				279,770
Operating loss		(55,887	)		23,149			—				(32,738	)
Other (expense) income:
Interest expense, net		(10,528	)		5,640			4,728		(c)		(160	)
Interest from legal settlement		200			—			—				200
Loss on debt extinguishment		—			—			(3,694	)	(c)		(3,694	)
Total other expense, net		(10,328	)		5,640			1,034				(3,654	)
Loss from continuing operations before income taxes		(66,215	)		28,789			1,034				(36,392	)
Benefit from income taxes		2,043			284			604		(e)		2,931
Loss from continuing operations		(64,172	)		29,073			1,638				(33,461	)
Net (loss) gain from discontinued operations, net of taxes		(3,502	)		—			49,337		(a) (e)		45,835
Net (loss) income	$	(67,674	)	$	29,073		$	50,975			$	12,374
(Loss) income per share of common stock–basic:
Continuing operations	$	(1.52	)								$	(0.79	)
Discontinued operations	$	(0.08	)								$	1.09
Net (loss) income per share ⁽¹⁾	$	(1.60	)								$	0.29
(Loss) income per share of common stock–diluted:
Continuing operations	$	(1.52	)								$	(0.63	)
Discontinued operations	$	(0.08	)								$	0.86
Net (loss) income per share ⁽¹⁾	$	(1.60	)								$	0.23
Weighted average shares of common stock outstanding:
Basic		42,186										42,186
Diluted		42,186										53,360

⁽¹⁾	Amounts may not add due to rounding.

See notes to unaudited pro forma condensed consolidated financial statements.

P-6

ALJ REGIONAL HOLDINGS, INC. AND SUBSIDIARIES

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Note 1. Basis of Presentation

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2021 was prepared as if the dispositions of Phoenix and Faneuil Contracts had occurred on that date. The statements of operations for the three months ended December 31, 2021, and the years ended September 30, 2021 and 2020, are presented as if (i) the Phoenix disposition occurred on October 1, 2019, the beginning of the earliest pro forma period presented for Phoenix, and (ii) the Faneuil Contracts disposition occurred on October 1, 2020, the beginning of the earliest pro forma period presented for Faneuil.

Note 2. Pro Forma Adjustments

The unaudited pro forma condensed consolidated financial statements are based on the Company’s historical consolidated financial statements as adjusted to give effect to the dispositions Phoenix and Faneuil Contracts. The pro forma adjustments give effect to events that are (1) directly attributable to the dispositions, (2) expected to have a continuing impact on the registrant, and (3) factually supportable, and are based on assumptions that management believes are reasonable given the best information currently available.

Explanations that follow correspond to note references identified in the unaudited pro forma condensed financial statements provided on pages P-3 through P-6 of this exhibit:

(a)

To book proceeds and the related gains from the sale of Phoenix, net of related transaction expenses.

(b)

To book proceeds and the related gains from the sale of Faneuil Contracts, net of related transaction expenses.

(c)

To book payoff of certain debt, book the requisite prepayment penalty, and remove related interest expense using proceeds from the sale of Phoenix.

(d)

To eliminate redundant expenses and add license revenue related to the sale of Faneuil Contracts.

(e)

To record the tax impact of adjustments (a) through (d) above.

P-7

ALJ REGIONAL HOLDINGS INC 8-K