American Greetings Corporation 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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X QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended
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August 24, 2007 |
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from
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to |
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Commission file number
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1-13859 |
AMERICAN GREETINGS CORPORATION
(Exact name of registrant as specified in its charter)
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Ohio
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34-0065325 |
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(State or other jurisdiction of
organization) |
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(I.R.S. Employer Identification No.) incorporation or |
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One American Road, Cleveland, Ohio
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44144 |
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(Address of principal executive offices)
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(Zip Code)
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(216) 252-7300
(Registrants telephone number, including area code)
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 requirements for the past 90 days.
Yes X No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [x] Accelerated filer [ ] Non-accelerated filer [ ]
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 September 28, 2007, the number of shares outstanding of each of the issuers classes of
common stock was:
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Class A Common
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51,212,893 |
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Class B Common
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4,291,796 |
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AMERICAN GREETINGS CORPORATION
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN GREETINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Thousands of dollars except share and per share amounts)
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(Unaudited) |
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Three Months Ended |
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Six Months Ended |
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August 24, |
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August 25, |
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August 24, |
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August 25, |
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2007 |
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2006 |
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2007 |
|
2006 |
Net sales |
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$ |
365,821 |
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$ |
357,483 |
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$ |
783,834 |
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$ |
761,653 |
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Other revenue |
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11,606 |
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14,044 |
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13,558 |
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15,485 |
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Total revenue |
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377,427 |
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371,527 |
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797,392 |
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777,138 |
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Material, labor and other production costs |
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163,052 |
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172,808 |
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324,180 |
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348,045 |
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Selling, distribution and marketing expenses |
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144,584 |
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151,475 |
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285,275 |
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294,055 |
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Administrative and general expenses |
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55,938 |
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|
56,881 |
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|
117,810 |
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|
118,229 |
|
Other operating income net |
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(320 |
) |
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(93 |
) |
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(680 |
) |
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(422 |
) |
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Operating income (loss) |
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14,173 |
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(9,544 |
) |
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70,807 |
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17,231 |
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Interest expense |
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4,839 |
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7,609 |
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9,596 |
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|
20,073 |
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Interest income |
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(2,227 |
) |
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|
(2,628 |
) |
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(3,719 |
) |
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(5,458 |
) |
Other non-operating income net |
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(1,352 |
) |
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(642 |
) |
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(2,896 |
) |
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(2,902 |
) |
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Income (loss) from continuing operations
before income tax expense (benefit) |
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12,913 |
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(13,883 |
) |
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67,826 |
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5,518 |
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Income tax expense (benefit) |
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4,187 |
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(1,326 |
) |
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28,478 |
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1,525 |
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Income (loss) from continuing operations |
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8,726 |
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(12,557 |
) |
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|
39,348 |
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3,993 |
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|
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(Loss) income from discontinued operations,
net of tax |
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(351 |
) |
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2,059 |
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(923 |
) |
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901 |
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Net income (loss) |
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$ |
8,375 |
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|
$ |
(10,498 |
) |
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$ |
38,425 |
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$ |
4,894 |
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Earnings (loss) per share basic: |
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Income (loss) from continuing operations |
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$ |
0.16 |
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$ |
(0.22 |
) |
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$ |
0.71 |
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$ |
0.06 |
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(Loss) income from discontinued operations |
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(0.01 |
) |
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0.04 |
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(0.02 |
) |
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0.02 |
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Net income (loss) |
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$ |
0.15 |
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$ |
(0.18 |
) |
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$ |
0.69 |
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$ |
0.08 |
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Earnings (loss) per share assuming dilution: |
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Income (loss) from continuing operations |
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$ |
0.16 |
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$ |
(0.22 |
) |
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$ |
0.71 |
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$ |
0.06 |
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(Loss) income from discontinued operations |
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(0.01 |
) |
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0.04 |
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(0.02 |
) |
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0.02 |
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Net income (loss) |
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$ |
0.15 |
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$ |
(0.18 |
) |
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$ |
0.69 |
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$ |
0.08 |
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Average number of shares outstanding |
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55,766,802 |
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58,133,066 |
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55,514,759 |
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58,135,148 |
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Average number of shares outstanding
assuming dilution |
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56,180,165 |
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58,133,066 |
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55,902,189 |
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59,990,069 |
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Dividends declared per share |
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$ |
0.10 |
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$ |
0.08 |
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$ |
0.20 |
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$ |
0.16 |
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See notes to condensed consolidated financial statements (unaudited).
3
AMERICAN GREETINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Thousands of dollars)
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(Unaudited) |
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(Note 1) |
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(Unaudited) |
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August 24, 2007 |
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February 28, 2007 |
|
August 25, 2006 |
ASSETS |
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Current assets |
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Cash and cash equivalents |
|
$ |
192,450 |
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$ |
144,713 |
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$ |
89,113 |
|
Trade accounts receivable, net |
|
|
71,195 |
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|
103,992 |
|
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|
87,926 |
|
Inventories |
|
|
248,176 |
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|
182,618 |
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|
273,788 |
|
Deferred and refundable income taxes |
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|
66,399 |
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|
135,379 |
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|
170,472 |
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Assets of businesses held for sale |
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|
2,434 |
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|
5,199 |
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|
12,648 |
|
Prepaid expenses and other |
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|
215,369 |
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|
227,380 |
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|
194,291 |
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Total current assets |
|
|
796,023 |
|
|
|
799,281 |
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|
828,238 |
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Goodwill |
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226,920 |
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|
224,105 |
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|
214,969 |
|
Other assets |
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|
402,931 |
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|
416,887 |
|
|
|
549,931 |
|
Deferred and refundable income taxes |
|
|
98,968 |
|
|
|
52,869 |
|
|
|
- |
|
|
|
|
|
|
|
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|
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|
Property, plant and equipment at cost |
|
|
950,273 |
|
|
|
944,534 |
|
|
|
967,253 |
|
Less accumulated depreciation |
|
|
672,602 |
|
|
|
659,462 |
|
|
|
665,936 |
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|
|
|
|
|
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|
Property, plant and equipment net |
|
|
277,671 |
|
|
|
285,072 |
|
|
|
301,317 |
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|
|
|
|
|
|
|
|
|
$ |
1,802,513 |
|
|
$ |
1,778,214 |
|
|
$ |
1,894,455 |
|
|
|
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|
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|
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LIABILITIES AND SHAREHOLDERS EQUITY |
|
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Current liabilities |
|
|
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|
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|
Debt due within one year |
|
$ |
22,690 |
|
|
$ |
- |
|
|
$ |
20,000 |
|
Accounts payable |
|
|
126,341 |
|
|
|
118,204 |
|
|
|
127,619 |
|
Accrued liabilities |
|
|
70,880 |
|
|
|
80,389 |
|
|
|
76,071 |
|
Accrued compensation and benefits |
|
|
50,397 |
|
|
|
61,192 |
|
|
|
48,932 |
|
Income taxes |
|
|
1,457 |
|
|
|
26,385 |
|
|
|
8,364 |
|
Liabilities of businesses held for sale |
|
|
1,283 |
|
|
|
1,932 |
|
|
|
639 |
|
Other current liabilities |
|
|
97,765 |
|
|
|
84,898 |
|
|
|
100,517 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
370,813 |
|
|
|
373,000 |
|
|
|
382,142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
200,988 |
|
|
|
223,915 |
|
|
|
224,078 |
|
Other liabilities |
|
|
147,496 |
|
|
|
162,410 |
|
|
|
101,744 |
|
Deferred income taxes and noncurrent income
taxes payable |
|
|
29,930 |
|
|
|
6,315 |
|
|
|
25,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
Common shares Class A |
|
|
51,497 |
|
|
|
50,839 |
|
|
|
56,858 |
|
Common shares Class B |
|
|
4,291 |
|
|
|
4,283 |
|
|
|
4,226 |
|
Capital in excess of par value |
|
|
439,985 |
|
|
|
414,859 |
|
|
|
412,919 |
|
Treasury stock |
|
|
(720,027 |
) |
|
|
(710,414 |
) |
|
|
(569,143 |
) |
Accumulated other comprehensive income (loss) |
|
|
10,690 |
|
|
|
(1,013 |
) |
|
|
29,726 |
|
Retained earnings |
|
|
1,266,850 |
|
|
|
1,254,020 |
|
|
|
1,226,130 |
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
1,053,286 |
|
|
|
1,012,574 |
|
|
|
1,160,716 |
|
|
|
|
|
|
|
|
|
|
$ |
1,802,513 |
|
|
$ |
1,778,214 |
|
|
$ |
1,894,455 |
|
|
|
|
|
|
|
|
See notes to condensed consolidated financial statements (unaudited).
4
AMERICAN GREETINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Thousands of dollars)
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
|
Six Months Ended |
|
|
August 24, 2007 |
|
August 25, 2006 |
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
38,425 |
|
|
$ |
4,894 |
|
Loss (income) from discontinued operations |
|
|
923 |
|
|
|
(901 |
) |
|
|
|
|
|
Income from continuing operations |
|
|
39,348 |
|
|
|
3,993 |
|
Adjustments to reconcile to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Net gain on disposal of fixed assets |
|
|
(41 |
) |
|
|
(24 |
) |
Loss on extinguishment of debt |
|
|
- |
|
|
|
4,972 |
|
Depreciation and amortization |
|
|
23,919 |
|
|
|
24,823 |
|
Deferred income taxes |
|
|
14,335 |
|
|
|
15,532 |
|
Other non-cash charges |
|
|
3,861 |
|
|
|
7,016 |
|
Changes in operating assets and liabilities, net of acquisitions and
dispositions: |
|
|
|
|
|
|
|
|
Decrease in trade accounts receivable |
|
|
33,385 |
|
|
|
55,353 |
|
Increase in inventories |
|
|
(61,980 |
) |
|
|
(57,101 |
) |
Increase in other current assets |
|
|
(2,750 |
) |
|
|
(24,196 |
) |
Decrease in deferred costs net |
|
|
28,451 |
|
|
|
26,787 |
|
Decrease in accounts payable and other liabilities |
|
|
(23,400 |
) |
|
|
(33,170 |
) |
Other net |
|
|
2,952 |
|
|
|
4,152 |
|
|
|
|
|
|
Cash Provided by Operating Activities |
|
|
58,080 |
|
|
|
28,137 |
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from sale of short-term investments |
|
|
480,630 |
|
|
|
1,026,280 |
|
Purchases of short-term investments |
|
|
(480,630 |
) |
|
|
(817,540 |
) |
Property, plant and equipment additions |
|
|
(13,577 |
) |
|
|
(18,708 |
) |
Cash payments for business acquisitions |
|
|
(6,056 |
) |
|
|
(11,154 |
) |
Cash receipts related to discontinued operations |
|
|
3,419 |
|
|
|
9,559 |
|
Proceeds from sale of fixed assets |
|
|
1,105 |
|
|
|
461 |
|
|
|
|
|
|
Cash (Used) Provided by Investing Activities |
|
|
(15,109 |
) |
|
|
188,898 |
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Increase in long-term debt |
|
|
- |
|
|
|
200,000 |
|
Reduction of long-term debt |
|
|
- |
|
|
|
(440,505 |
) |
Increase in short-term debt |
|
|
- |
|
|
|
20,000 |
|
Sale of stock under benefit plans |
|
|
24,250 |
|
|
|
2,804 |
|
Purchase of treasury shares |
|
|
(11,883 |
) |
|
|
(108,674 |
) |
Dividends to shareholders |
|
|
(11,115 |
) |
|
|
(9,164 |
) |
Debt issuance costs |
|
|
- |
|
|
|
(8,136 |
) |
|
|
|
|
|
Cash Provided (Used) by Financing Activities |
|
|
1,252 |
|
|
|
(343,675 |
) |
|
|
|
|
|
|
|
|
|
DISCONTINUED OPERATIONS: |
|
|
|
|
|
|
|
|
Cash used by operating activities from discontinued operations |
|
|
(789 |
) |
|
|
(2,296 |
) |
Cash provided by investing activities from discontinued operations |
|
|
- |
|
|
|
1,656 |
|
|
|
|
|
|
Cash Used by Discontinued Operations |
|
|
(789 |
) |
|
|
(640 |
) |
|
|
|
|
|
|
|
|
|
EFFECT OF EXCHANGE RATE CHANGES ON CASH |
|
|
4,303 |
|
|
|
2,780 |
|
|
|
|
|
|
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
|
|
47,737 |
|
|
|
(124,500 |
) |
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at Beginning of Year |
|
|
144,713 |
|
|
|
213,613 |
|
|
|
|
|
|
Cash and Cash Equivalents at End of Period |
|
$ |
192,450 |
|
|
$ |
89,113 |
|
|
|
|
|
|
See notes to condensed consolidated financial statements (unaudited).
5
AMERICAN GREETINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Three and Six Months Ended August 24, 2007 and August 25, 2006
Note 1 Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of American Greetings
Corporation and its subsidiaries (the Corporation) have been prepared in accordance with
accounting principles generally accepted in the United States for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and notes required by accounting principles generally accepted in
the United States for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary to fairly present financial
position, results of operations and cash flows for the periods have been included.
The Corporations fiscal year ends on February 28 or 29. References to a particular year refer to
the fiscal year ending in February of that year. For example, 2007 refers to the year ended
February 28, 2007.
These interim financial statements should be read in conjunction with the Corporations financial
statements and notes thereto included in its Annual Report on Form 10-K for the year ended February
28, 2007, from which the Condensed Consolidated Statement of Financial Position at February 28,
2007, presented herein, has been derived. Certain amounts in the prior year financial statements
have been reclassified to reflect certain business units as discontinued operations and adjusted to
reflect the Corporations adoption of Staff Accounting Bulletin No. 108 (SAB 108). The opening
balance of retained earnings in 2007 was adjusted $5.2 million ($3.3 million after-tax) to record
the correction of the overstatement of the allowance for rebates (correspondingly, an
understatement of net income of prior periods) pursuant to the special transition provision
detailed in SAB 108.
Certain amounts in the prior year financial statements have also been reclassified to conform to
the 2008 presentation. Previously included in Other income net, royalty revenue is now
reported as Other revenue and interest income is now included as a separate line item on the
Condensed Consolidated Statement of Operations. The remaining items previously included in Other
income net have been segregated between operating and non-operating.
Note 2 Seasonal Nature of Business
A significant portion of the Corporations business is seasonal in nature. Therefore, the results
of operations for interim periods are not necessarily indicative of the results for the fiscal year
taken as a whole.
Note 3 Recent Accounting Pronouncements
In June 2006, the Financial Accounting Standards Board (the FASB) ratified Emerging Issues Task
Force Issue No. 06-3 (EITF 06-3), How Taxes Collected from Customers and Remitted to
Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net
Presentation). The scope of EITF 06-3 includes any tax assessed by a governmental authority that
is directly imposed on a revenue-producing transaction between a seller and a customer. This issue
provides that a company may adopt a policy of presenting taxes either gross within revenue or net.
If taxes subject to this issue are significant, a company is required to disclose its accounting
policy for presenting taxes and the amount of such taxes that are recognized on a gross basis.
EITF 06-3 is effective for the first interim or annual reporting period beginning after
December 15, 2006. The adoption of EITF 06-3 during the first quarter of fiscal 2008 had no
material impact on the consolidated financial statements.
In July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in
Income Taxes an Interpretation of FASB Statement No. 109. FIN 48 clarifies the accounting for
uncertain tax positions recognized in a companys financial statements in accordance with Statement
of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes, including what
criteria must be met prior to recognition of the financial statement benefit of a position taken or
expected to be taken in a tax return. FIN 48 requires a company to include additional qualitative
and quantitative disclosures within its financial statements. The disclosures include
6
potential tax benefits from positions taken for tax return purposes that have not been recognized
for financial reporting purposes and a tabular presentation of significant changes during each
annual period. The disclosures also include a discussion of the nature of uncertainties, factors
that could cause a change and an estimated range of reasonably possible changes in tax
uncertainties. FIN 48 requires a company to recognize a financial statement benefit for a position
taken for tax return purposes when it is more likely than not that the position will be sustained.
The cumulative effect of adopting FIN 48 is recorded as an adjustment to the opening balance of
retained earnings in the period of adoption. FIN 48 is effective for fiscal years beginning after
December 15, 2006. The Corporation adopted FIN 48 on March 1, 2007. See Note 12.
Note 4 Other Income and Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
August 24, |
|
August 25, |
|
August 24, |
|
August 25, |
(In thousands) |
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Other operating income net |
|
$ |
(320 |
) |
|
$ |
(93 |
) |
|
$ |
(680 |
) |
|
$ |
(422 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange gain |
|
$ |
(1,149 |
) |
|
$ |
(311 |
) |
|
$ |
(2,269 |
) |
|
$ |
(1,738 |
) |
Rental income |
|
|
(277 |
) |
|
|
(251 |
) |
|
|
(675 |
) |
|
|
(783 |
) |
Other |
|
|
74 |
|
|
|
(80 |
) |
|
|
48 |
|
|
|
(381 |
) |
|
|
|
|
|
|
|
|
|
Other non-operating income net |
|
$ |
(1,352 |
) |
|
$ |
(642 |
) |
|
$ |
(2,896 |
) |
|
$ |
(2,902 |
) |
|
|
|
|
|
|
|
|
|
Other includes, among other things, gains and losses on asset disposals and equity income.
Note 5 Earnings (Loss) Per Share
The following table sets forth the computation of earnings (loss) per share and earnings (loss) per
share assuming dilution:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
August 24, |
|
August 25, |
|
August 24, |
|
August 25, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Numerator (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
8,726 |
|
|
$ |
(12,557 |
) |
|
$ |
39,348 |
|
|
$ |
3,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
55,767 |
|
|
|
58,133 |
|
|
|
55,515 |
|
|
|
58,135 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,460 |
|
Stock options and other |
|
|
413 |
|
|
|
|
|
|
|
387 |
|
|
|
395 |
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
assuming dilution |
|
|
56,180 |
|
|
|
58,133 |
|
|
|
55,902 |
|
|
|
59,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations per share |
|
$ |
0.16 |
|
|
$ |
(0.22 |
) |
|
$ |
0.71 |
|
|
$ |
0.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations per share assuming
dilution |
|
$ |
0.16 |
|
|
$ |
(0.22 |
) |
|
$ |
0.71 |
|
|
$ |
0.06 |
|
|
|
|
|
|
|
|
|
|
Approximately 1.2 million and 1.9 million stock options outstanding in the three and six month
periods ended August 24, 2007, respectively, were excluded from the computation of earnings per
shareassuming dilution because the options exercise prices were greater than the average market
price of the common shares during the respective periods (4.2 million and 4.7 million stock options
outstanding in the three and six month periods ended August 25, 2006, respectively). For the three
months ended August 25, 2006, all options outstanding (totaling approximately 7.2 million) and the
convertible debt were excluded from the computation of earnings per share
7
assuming
dilution, as the effect would have been antidilutive due to the net loss in the period. The convertible debt
was retired during the second quarter of 2007.
Note 6 Comprehensive Income (Loss)
The Corporations total comprehensive income (loss) is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
August 24, |
|
August 25, |
|
August 24, |
|
August 25, |
(In thousands) |
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Net income (loss) |
|
$ |
8,375 |
|
|
$ |
(10,498 |
) |
|
$ |
38,425 |
|
|
$ |
4,894 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
adjustment and other |
|
|
4,661 |
|
|
|
5,821 |
|
|
|
11,704 |
|
|
|
19,878 |
|
Unrealized (loss) gain on securities |
|
|
(1 |
) |
|
|
(47 |
) |
|
|
(1 |
) |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) |
|
$ |
13,035 |
|
|
$ |
(4,724 |
) |
|
$ |
50,128 |
|
|
$ |
24,797 |
|
|
|
|
|
|
|
|
|
|
Note 7 Trade Accounts Receivable, Net
Trade accounts receivable are reported net of certain allowances and discounts. The most
significant of these are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
August 24, 2007 |
|
February 28, 2007 |
|
August 25, 2006 |
Allowance for seasonal sales returns |
|
$ |
38,530 |
|
|
$ |
62,567 |
|
|
$ |
40,226 |
|
Allowance for doubtful accounts |
|
|
5,118 |
|
|
|
6,350 |
|
|
|
8,655 |
|
Allowance for cooperative
advertising and marketing funds |
|
|
27,643 |
|
|
|
24,048 |
|
|
|
26,883 |
|
Allowance for rebates |
|
|
35,397 |
|
|
|
40,053 |
|
|
|
49,009 |
|
|
|
|
|
|
|
|
|
|
$ |
106,688 |
|
|
$ |
133,018 |
|
|
$ |
124,773 |
|
|
|
|
|
|
|
|
Note 8 Inventories
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
August 24, 2007 |
|
February 28, 2007 |
|
August 25, 2006 |
Raw materials |
|
$ |
21,038 |
|
|
$ |
17,590 |
|
|
$ |
25,943 |
|
Work in process |
|
|
16,781 |
|
|
|
11,315 |
|
|
|
16,006 |
|
Finished products |
|
|
264,006 |
|
|
|
207,676 |
|
|
|
286,161 |
|
|
|
|
|
|
|
|
|
|
|
301,825 |
|
|
|
236,581 |
|
|
|
328,110 |
|
Less LIFO reserve |
|
|
81,332 |
|
|
|
79,145 |
|
|
|
80,686 |
|
|
|
|
|
|
|
|
|
|
|
220,493 |
|
|
|
157,436 |
|
|
|
247,424 |
|
Display materials and factory supplies |
|
|
27,683 |
|
|
|
25,182 |
|
|
|
26,364 |
|
|
|
|
|
|
|
|
|
|
$ |
248,176 |
|
|
$ |
182,618 |
|
|
$ |
273,788 |
|
|
|
|
|
|
|
|
The valuation of inventory under the Last-In, First-Out (LIFO) method is made at the end of each
fiscal year based on inventory levels and costs at that time. Accordingly, interim LIFO
calculations, by necessity, are based on estimates of expected fiscal year-end inventory levels and
costs and are subject to final fiscal year-end LIFO inventory calculations.
8
Note 9 Deferred Costs
As of August 24, 2007, February 28, 2007 and August 25, 2006, deferred costs and future payment
commitments are included in the following financial statement captions:
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
August 24, 2007 |
|
February 28, 2007 |
|
August 25, 2006 |
Prepaid expenses and other |
|
$ |
115,382 |
|
|
$ |
131,972 |
|
|
$ |
133,992 |
|
Other assets |
|
|
338,932 |
|
|
|
355,115 |
|
|
|
471,430 |
|
|
|
|
|
|
|
|
Deferred cost assets |
|
|
454,314 |
|
|
|
487,087 |
|
|
|
605,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other current liabilities |
|
|
(62,290 |
) |
|
|
(47,692 |
) |
|
|
(64,590 |
) |
Other liabilities |
|
|
(29,489 |
) |
|
|
(49,648 |
) |
|
|
(50,138 |
) |
|
|
|
|
|
|
|
Deferred cost liabilities |
|
|
(91,779 |
) |
|
|
(97,340 |
) |
|
|
(114,728 |
) |
|
|
|
|
|
|
|
|
Net deferred costs |
|
$ |
362,535 |
|
|
$ |
389,747 |
|
|
$ |
490,694 |
|
|
|
|
|
|
|
|
Note 10 Debt
At August 24, 2007, February 28, 2007 and August 25, 2006, long-term debt and their related
calendar year due dates were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
August 24, 2007 |
|
February 28, 2007 |
|
August 25, 2006 |
6.10% Senior Notes, due 2028 |
|
$ |
|
|
|
$ |
22,690 |
|
|
$ |
22,624 |
|
7.375% Senior Notes, due 2016 |
|
|
200,000 |
|
|
|
200,000 |
|
|
|
200,000 |
|
Other |
|
|
988 |
|
|
|
1,225 |
|
|
|
1,454 |
|
|
|
|
|
|
|
|
|
|
$ |
200,988 |
|
|
$ |
223,915 |
|
|
$ |
224,078 |
|
|
|
|
|
|
|
|
At August 24, 2007 and August 25, 2006, debt due within one year totaled $22.7 million and $20.0
million, respectively. There was no debt due within one year at February 28, 2007. The balance of
the 6.10% senior notes was reclassified to current during the second quarter of 2008 as these notes
may be put back to the Corporation on August 1, 2008, at the option of the holders, at 100% of the
principal amount provided the holders exercise this option between July 1, 2008 and August 1, 2008.
The Corporations convertible subordinated notes were retired during the second quarter of 2007.
There were no balances outstanding under the $600 million secured credit agreement or the amended
and restated receivables purchase agreement as of August 24, 2007. While there were no balances
outstanding under either facility, the Corporation does have, in the aggregate, $27.9 million
outstanding under letters of credit, which reduces the total credit availability thereunder.
At August 24, 2007, the Corporation was in compliance with the financial covenants under its
borrowing agreements.
9
Note 11 Retirement Benefits
The components of periodic benefit cost for the Corporations defined benefit pension and
postretirement benefit plans are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined Benefit Pension |
|
|
Three Months Ended |
|
Six Months Ended |
|
|
August 24, |
|
August 25, |
|
August 24, |
|
August 25, |
(In thousands) |
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Service cost |
|
$ |
245 |
|
|
$ |
202 |
|
|
$ |
489 |
|
|
$ |
414 |
|
Interest cost |
|
|
2,255 |
|
|
|
2,417 |
|
|
|
4,520 |
|
|
|
4,521 |
|
Expected return on plan assets |
|
|
(2,182 |
) |
|
|
(2,213 |
) |
|
|
(4,336 |
) |
|
|
(4,321 |
) |
Settlement |
|
|
1,067 |
|
|
|
|
|
|
|
1,067 |
|
|
|
|
|
Amortization of prior service cost |
|
|
69 |
|
|
|
66 |
|
|
|
133 |
|
|
|
133 |
|
Amortization of actuarial loss |
|
|
406 |
|
|
|
590 |
|
|
|
816 |
|
|
|
1,351 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,860 |
|
|
$ |
1,062 |
|
|
$ |
2,689 |
|
|
$ |
2,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement Benefit |
|
|
Three Months Ended |
|
Six Months Ended |
|
|
August 24, |
|
August 25, |
|
August 24, |
|
August 25, |
(In thousands) |
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Service cost |
|
$ |
1,050 |
|
|
$ |
999 |
|
|
$ |
2,100 |
|
|
$ |
1,998 |
|
Interest cost |
|
|
2,150 |
|
|
|
1,925 |
|
|
|
4,300 |
|
|
|
3,850 |
|
Expected return on plan assets |
|
|
(1,250 |
) |
|
|
(1,275 |
) |
|
|
(2,500 |
) |
|
|
(2,550 |
) |
Amortization of prior service credit |
|
|
(1,850 |
) |
|
|
(1,849 |
) |
|
|
(3,700 |
) |
|
|
(3,698 |
) |
Amortization of actuarial loss |
|
|
1,650 |
|
|
|
1,700 |
|
|
|
3,300 |
|
|
|
3,400 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,750 |
|
|
$ |
1,500 |
|
|
$ |
3,500 |
|
|
$ |
3,000 |
|
|
|
|
|
|
|
|
|
|
During the three months ended August 24, 2007, the Corporation settled a portion of its obligation
under one of the defined benefit pension plans at its Canadian subsidiary. For the affected
participants, the plan was converted to a defined contribution plan. As a result, a settlement
expense of $1.1 million was recorded in the period.
The Corporation has a non-contributory profit-sharing plan with a contributory 401(k) provision
covering most of its United States employees. The profit-sharing plan expense was $3.5 million for
the six months ended August 24, 2007. There was no profit-sharing expense for the six months ended
August 25, 2006. The profit-sharing plan expense for the six month periods are estimates as actual
contributions to the profit-sharing plan are made after fiscal year-end and are contingent upon
final year-end results. The Corporation matches a portion of 401(k) employee contributions
contingent upon meeting specified annual operating results goals. The expenses recognized for the
three and six month periods ended August 24, 2007 were $1.0 million and $2.2 million ($1.1 million
and $2.2 million for the three and six month periods ended August 25, 2006), respectively.
At August 24, 2007, February 28, 2007 and August 25, 2006, the liability for postretirement
benefits other than pensions was $70.3 million, $66.7 million and $14.0 million, respectively, and
is included in Other liabilities on the Condensed Consolidated Statement of Financial Position.
The change since August 25, 2006 is due to the adoption of SFAS No. 158, Employers Accounting for
Defined Benefit Pension and Other Postretirement Plans an amendment of FASB Statements No. 87,
88, 106, and 132(R), effective February 28, 2007.
Note 12 Income Taxes
Effective March 1, 2007, the Corporation adopted FIN 48, including the provisions of FASB Staff
Position No. FIN-48-1, Definition of Settlement in FASB Interpretation No. 48. In connection
with the adoption of FIN 48, the Corporation recorded a decrease to retained earnings of $14.0
million to recognize an increase in its liability (or decrease to its refundable) for unrecognized
tax benefits, interest and penalties under the recognition and measurement criteria of FIN 48. As
of March 1, 2007, the Corporation had $33.5 million of total gross
unrecognized tax benefits, which represent potential tax benefits for
positions taken for tax return filings that have not yet been
recognized for financial reporting purposes. If the Corporation
sustains its positions, the recognition of these tax benefits would have a favorable effect of $29.3 million
on the effective tax rate. It is reasonably possible that the Corporations unrecognized tax
positions as of March 1, 2007 could
10
decrease approximately $2 million during 2008. The anticipated decrease is primarily due to settlements and resulting cash payments related to open years after
1999, which are currently under examination.
The Corporation recognizes interest and penalties accrued on any unrecognized tax benefits as a
component of income tax expense. As of March 1, 2007, the Corporation had $8.8 million of gross
accrued interest and penalties related to uncertain tax positions. The Corporation is subject to
examination by the U.S. Internal Revenue Service (IRS) and various U.S. state and local
jurisdictions for tax years 1999 to the present. The Corporation is also subject to tax
examination in various foreign tax jurisdictions, including Canada, the United Kingdom, Australia,
France, Italy, Mexico and New Zealand for tax years 2003 to the present.
During the first quarter of 2008, the Corporations net unrecognized tax benefits decreased $1.1
million as the Corporation reached an agreement with the IRS on a significant tax issue that was
not anticipated at the beginning of the year. During the second quarter of 2008, the Corporations
net unrecognized tax benefits increased $2.4 million primarily related to a prior year outstanding
tax issue in one of the international jurisdictions in which the Corporation operates.
As of August 24, 2007, the Corporation had $36.0 million of total gross unrecognized tax benefits,
the recognition of which would have a favorable effect of $30.6 million on the effective tax rate.
Included in the total gross unrecognized tax benefits is $10.4 million of gross accrued interest
and penalties related to uncertain tax positions.
Note 13 Business Segment Information
The Corporation is organized and managed according to a number of factors, including product
categories, geographic locations and channels of distribution.
The North American Social Expression Products and International Social Expression Products segments
primarily design, manufacture and sell greeting cards and other related products through various
channels of distribution with mass retailers as the primary channel.
At August 24, 2007, the Corporation owned and operated 429 card and gift retail stores in the
United States and Canada through its Retail Operations segment. The stores are primarily located
in malls and strip shopping centers. The stores sell products purchased from the North American
Social Expression Products segment as well as products purchased from other vendors.
AG Interactive is an electronic provider of social expression content through the Internet and
wireless platforms.
The Corporations non-reportable operating segments primarily include licensing activities and the
design, manufacture and sale of display fixtures.
Segment results are internally reported and evaluated at consistent exchange rates between years to
eliminate the impact of foreign currency fluctuations. An exchange rate adjustment is included in
the reconciliation of the segment results to the consolidated results; this adjustment represents
the impact on the segment results of the difference between the exchange rates used for segment
reporting and evaluation and the actual exchange rates for the periods presented.
Centrally incurred and managed costs are not allocated back to the operating segments. The
unallocated items include interest expense on centrally-incurred debt, domestic profit-sharing
expense and stock-based compensation expense. In addition, the costs associated with corporate
operations including the senior management, corporate finance, legal and human resource functions,
among other costs, are included in the unallocated items.
11
Operating Segment Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
August 24, |
|
August 25, |
|
August 24, |
|
August 25, |
(In thousands) |
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Total Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North American Social
Expression Products |
|
$ |
255,881 |
|
|
$ |
244,220 |
|
|
$ |
552,975 |
|
|
$ |
537,183 |
|
Intersegment items |
|
|
(13,942 |
) |
|
|
(15,310 |
) |
|
|
(22,109 |
) |
|
|
(32,858 |
) |
Exchange rate adjustment |
|
|
1,341 |
|
|
|
170 |
|
|
|
1,346 |
|
|
|
107 |
|
|
|
|
|
|
|
|
|
|
Net |
|
|
243,280 |
|
|
|
229,080 |
|
|
|
532,212 |
|
|
|
504,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Social
Expression Products |
|
|
59,390 |
|
|
|
62,385 |
|
|
|
119,044 |
|
|
|
126,493 |
|
Exchange rate adjustment |
|
|
5,257 |
|
|
|
(59 |
) |
|
|
9,352 |
|
|
|
(2,321 |
) |
|
|
|
|
|
|
|
|
|
Net |
|
|
64,647 |
|
|
|
62,326 |
|
|
|
128,396 |
|
|
|
124,172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail Operations |
|
|
37,382 |
|
|
|
39,453 |
|
|
|
76,306 |
|
|
|
82,954 |
|
Exchange rate adjustment |
|
|
1,069 |
|
|
|
183 |
|
|
|
1,073 |
|
|
|
121 |
|
|
|
|
|
|
|
|
|
|
Net |
|
|
38,451 |
|
|
|
39,636 |
|
|
|
77,379 |
|
|
|
83,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AG Interactive |
|
|
17,158 |
|
|
|
20,447 |
|
|
|
37,052 |
|
|
|
40,488 |
|
Exchange rate adjustment |
|
|
(2 |
) |
|
|
40 |
|
|
|
1 |
|
|
|
45 |
|
|
|
|
|
|
|
|
|
|
Net |
|
|
17,156 |
|
|
|
20,487 |
|
|
|
37,053 |
|
|
|
40,533 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-reportable segments |
|
|
13,885 |
|
|
|
19,936 |
|
|
|
22,268 |
|
|
|
24,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated |
|
|
8 |
|
|
|
62 |
|
|
|
84 |
|
|
|
95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
377,427 |
|
|
$ |
371,527 |
|
|
$ |
797,392 |
|
|
$ |
777,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Earnings (Loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North American Social
Expression Products |
|
$ |
40,799 |
|
|
$ |
15,417 |
|
|
$ |
127,739 |
|
|
$ |
83,578 |
|
Intersegment items |
|
|
(10,467 |
) |
|
|
(10,919 |
) |
|
|
(16,722 |
) |
|
|
(23,829 |
) |
Exchange rate adjustment |
|
|
798 |
|
|
|
82 |
|
|
|
803 |
|
|
|
49 |
|
|
|
|
|
|
|
|
|
|
Net |
|
|
31,130 |
|
|
|
4,580 |
|
|
|
111,820 |
|
|
|
59,798 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Social
Expression Products |
|
|
1,393 |
|
|
|
559 |
|
|
|
1,433 |
|
|
|
1,056 |
|
Exchange rate adjustment |
|
|
200 |
|
|
|
18 |
|
|
|
347 |
|
|
|
64 |
|
|
|
|
|
|
|
|
|
|
Net |
|
|
1,593 |
|
|
|
577 |
|
|
|
1,780 |
|
|
|
1,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail Operations |
|
|
(6,484 |
) |
|
|
(9,071 |
) |
|
|
(9,265 |
) |
|
|
(16,372 |
) |
Exchange rate adjustment |
|
|
(3 |
) |
|
|
(5 |
) |
|
|
(3 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
Net |
|
|
(6,487 |
) |
|
|
(9,076 |
) |
|
|
(9,268 |
) |
|
|
(16,375 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AG Interactive |
|
|
3,177 |
|
|
|
1,208 |
|
|
|
6,473 |
|
|
|
3,249 |
|
Exchange rate adjustment |
|
|
(8 |
) |
|
|
2 |
|
|
|
(17 |
) |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
Net |
|
|
3,169 |
|
|
|
1,210 |
|
|
|
6,456 |
|
|
|
3,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-reportable segments |
|
|
2,035 |
|
|
|
6,735 |
|
|
|
2,962 |
|
|
|
4,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated |
|
|
(18,456 |
) |
|
|
(17,856 |
) |
|
|
(45,849 |
) |
|
|
(46,762 |
) |
Exchange rate adjustment |
|
|
(71 |
) |
|
|
(53 |
) |
|
|
(75 |
) |
|
|
(153 |
) |
|
|
|
|
|
|
|
|
|
Net |
|
|
(18,527 |
) |
|
|
(17,909 |
) |
|
|
(45,924 |
) |
|
|
(46,915 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,913 |
|
|
$ |
(13,883 |
) |
|
$ |
67,826 |
|
|
$ |
5,518 |
|
|
|
|
|
|
|
|
|
|
12
Termination Benefits and Plant Closings
Termination benefits are primarily considered part of an ongoing benefit arrangement, accounted for
in accordance with SFAS No. 112, Employers Accounting for Postemployment Benefits, and are
recorded when payment of the benefits is probable and can be reasonably estimated.
The balance of the severance accrual was $5.7 million, $8.4 million and $4.5 million at August 24,
2007, February 28, 2007 and August 25, 2006, respectively.
Deferred Revenue
Deferred revenue, included in Other current liabilities on the Condensed Consolidated Statement
of Financial Position, totaled $33.3 million, $35.5 million and $29.6 million at August 24, 2007,
February 28, 2007 and August 25, 2006, respectively. The amounts relate primarily to the
Corporations AG Interactive segment and the licensing activities included in non-reportable
segments.
Note 14 Discontinued Operations
Discontinued operations include the Corporations educational products business, its entertainment
development and production joint venture and its South African business unit. Learning Horizons,
the Hatchery and the South African business units each meet the definition of a component of an
entity and have been accounted for as discontinued operations under SFAS No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets. Accordingly, the Corporations consolidated
financial statements and related notes have been presented to reflect all three as discontinued
operations for all periods presented. Learning Horizons and the Hatchery were previously included
within the Corporations non-reportable segments and the South African business unit was included
within the former Social Expression Products segment.
In February 2007, the Corporation entered into an agreement to sell its educational products
subsidiary, Learning Horizons. The sale reflects the Corporations strategy to focus its resources
on business units closely related to its core social expression business. The sale closed in March
2007 and the Corporation received cash proceeds of $2.3 million, which is included in Cash
receipts related to discontinued operations on the Condensed Consolidated Statement of Cash Flows.
Also, in February 2007, the Corporation committed to a plan to exit its investment in the Hatchery,
which seeks growth from opportunities that are inconsistent with the Corporations objectives and
that would require significant capital commitments. The Corporation is taking this action as it
has decided to focus its efforts on opportunities in childrens animation.
In February 2006, the Corporation committed to a plan to sell its South African business unit as it
had been determined that the business unit was no longer a strategic fit for the Corporation. The
sale closed in the second quarter of 2007.
The following summarizes the results of discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
August 24, |
|
August 25, |
|
August 24, |
|
August 25, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Total revenue |
|
$ |
57 |
|
|
$ |
2,979 |
|
|
$ |
359 |
|
|
$ |
9,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-tax loss from operations |
|
$ |
(349 |
) |
|
$ |
(828 |
) |
|
$ |
(754 |
) |
|
$ |
(1,983 |
) |
Gain on sale |
|
|
|
|
|
|
684 |
|
|
|
195 |
|
|
|
684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(349 |
) |
|
|
(144 |
) |
|
|
(559 |
) |
|
|
(1,299 |
) |
Income tax expense (benefit) |
|
|
2 |
|
|
|
(2,203 |
) |
|
|
364 |
|
|
|
(2,200 |
) |
|
|
|
|
|
|
|
|
|
(Loss) income from discontinued
operations, net of tax |
|
$ |
(351 |
) |
|
$ |
2,059 |
|
|
$ |
(923 |
) |
|
$ |
901 |
|
|
|
|
|
|
|
|
|
|
13
Assets of businesses held for sale and Liabilities of businesses held for sale in the Condensed
Consolidated Statement of Financial Position include the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
August 24, 2007 |
|
February 28, 2007 |
|
August 25, 2006 |
Assets of businesses held for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
$ |
10 |
|
|
$ |
2,933 |
|
|
$ |
8,777 |
|
Other assets |
|
|
2,352 |
|
|
|
2,185 |
|
|
|
3,668 |
|
Fixed assets |
|
|
72 |
|
|
|
81 |
|
|
|
203 |
|
|
|
|
|
|
|
|
|
|
$ |
2,434 |
|
|
$ |
5,199 |
|
|
$ |
12,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities of businesses held for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
58 |
|
|
$ |
610 |
|
|
$ |
519 |
|
Noncurrent liabilities |
|
|
1,225 |
|
|
|
1,322 |
|
|
|
120 |
|
|
|
|
|
|
|
|
|
|
$ |
1,283 |
|
|
$ |
1,932 |
|
|
$ |
639 |
|
|
|
|
|
|
|
|
During the three months ended August 24, 2007, proceeds of $1.1 million related to the sale of
Magnivision were received and are included in Cash receipts related to discontinued operations on
the Condensed Consolidated Statement of Cash Flows. These proceeds are associated with the gain
recorded during the third quarter of 2007.
14
Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
This Managements Discussion and Analysis of Financial Condition and Results of Operations should
be read in conjunction with our unaudited consolidated financial statements. This discussion and
analysis, and other statements made in this Report, contain forward-looking statements, see
Factors That May Affect Future Results at the end of this discussion and analysis for a
description of the uncertainties, risks and assumptions associated with these statements. Unless
otherwise indicated or the context otherwise requires, the Corporation, we, our, us and
American Greetings are used in this Report to refer to the businesses of American Greetings
Corporation and its consolidated subsidiaries.
Overview
We experienced higher consolidated total revenues and earnings during the second quarter of 2008,
compared to the prior year quarter, primarily driven by our North American Social Expression
Products segment where we spent less on the implementation of our strategy to invest in our core
greeting card business (investment in cards strategy) and scan-based trading (SBT)
implementations. The investment in cards strategy is focused on improving the design, production,
display and promotion of our cards, creating relevant and on-trend products, brought to market
quickly and merchandised in a manner that enhances the shopping experience. The most significant
costs associated with this strategy are incentive allowances for new fixtures and removal of
product at retail (to improve productivity), as credits issued to customers exceed new product
shipments. Due to the nature of these costs, generally sales incentives and credits for removed
product, they are reported as reductions to net sales. In addition, there are costs to implement
the strategy, including installation services, information system improvements, point of purchase
materials, scrap and order filling costs, which are reported within the appropriate expense lines
of the Condensed Consolidated Statement of Operations.
During the second quarter of 2008, actions related to our investment in cards strategy decreased
total revenue by approximately $7 million and SBT implementations reduced total revenue by less
than $1 million, compared to approximately $7 million and $8 million, respectively, in the prior
year quarter. Other related costs to implement the strategy were approximately $1 million in the
current quarter, compared to approximately $2 million in the prior year period, none of which were
individually significant. In total, actions related to the investment in cards strategy and SBT
implementations reduced consolidated pre-tax income by approximately $8 million, compared with
approximately $16 million in the prior year period.
For the six months ended August 24, 2007, total revenue was reduced by approximately $8 million for
actions related to our investment in cards strategy and approximately $1 million for SBT
implementations, compared to approximately $13 million and $15 million, respectively, in the prior
year first half. Other related costs to implement the strategy were approximately $2 million in
the current six month period, compared to approximately $4 million in the prior year period, none
of which were individually significant. In total, actions related to the investment in cards
strategy and SBT implementations reduced consolidated pre-tax income by approximately $11 million,
compared with approximately $32 million in the prior year period.
For fiscal 2008, we expect the expenditures for the investment in cards strategy and SBT
implementations to total at least $36 million, compared to actual expenditures of approximately $66
million in fiscal 2007.
Also contributing to the increased earnings during the quarter was an improvement in the net sales
of everyday greeting cards, a change in the mix of products sold to a richer mix (as defined by
higher gross margins) of card versus non-card products and the impact of continued cost savings
programs, particularly in the areas of manufacturing and supply chain.
The improvement in total revenue in the North American Social Expression Products segment was
partially offset by lower revenues in the International Social Expression Products, Retail
Operations and AG Interactive segments as well as the fixtures and licensing businesses. However,
despite these revenue decreases, each of these segments showed improved earnings. These earnings
improvements were driven by cost control programs, the closure of underperforming retail stores
during the prior year fourth quarter and the elimination of certain mobile product lines in the AG
Interactive segment.
15
Results of Operations
Three months ended August 24, 2007 and August 25, 2006
Net income was $8.4 million, or $0.15 per share, in the quarter compared to a net loss of $10.5
million, or $0.18 per share, in the prior year second quarter (all per-share amounts assume
dilution).
Our results for the three months ended August 24, 2007 and August 25, 2006 are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Total |
|
|
|
|
|
% Total |
(Dollars in thousands) |
|
2007 |
|
Revenue |
|
2006 |
|
Revenue |
Net sales |
|
$ |
365,821 |
|
|
|
96.9 |
% |
|
$ |
357,483 |
|
|
|
96.2 |
% |
Other revenue |
|
|
11,606 |
|
|
|
3.1 |
% |
|
|
14,044 |
|
|
|
3.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
377,427 |
|
|
|
100.0 |
% |
|
|
371,527 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Material, labor and other production costs |
|
|
163,052 |
|
|
|
43.2 |
% |
|
|
172,808 |
|
|
|
46.5 |
% |
Selling, distribution and marketing expenses |
|
|
144,584 |
|
|
|
38.3 |
% |
|
|
151,475 |
|
|
|
40.8 |
% |
Administrative and general expenses |
|
|
55,938 |
|
|
|
14.8 |
% |
|
|
56,881 |
|
|
|
15.3 |
% |
Other operating income net |
|
|
(320 |
) |
|
|
(0.1 |
%) |
|
|
(93 |
) |
|
|
(0.0 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
14,173 |
|
|
|
3.8 |
% |
|
|
(9,544 |
) |
|
|
(2.6 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
4,839 |
|
|
|
1.3 |
% |
|
|
7,609 |
|
|
|
2.0 |
% |
Interest income |
|
|
(2,227 |
) |
|
|
(0.6 |
%) |
|
|
(2,628 |
) |
|
|
(0.7 |
%) |
Other non-operating income net |
|
|
(1,352 |
) |
|
|
(0.3 |
%) |
|
|
(642 |
) |
|
|
(0.2 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before
income tax expense (benefit) |
|
|
12,913 |
|
|
|
3.4 |
% |
|
|
(13,883 |
) |
|
|
(3.7 |
%) |
Income tax expense (benefit) |
|
|
4,187 |
|
|
|
1.1 |
% |
|
|
(1,326 |
) |
|
|
(0.3 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
8,726 |
|
|
|
2.3 |
% |
|
|
(12,557 |
) |
|
|
(3.4 |
%) |
(Loss) income from discontinued operations,
net of tax |
|
|
(351 |
) |
|
|
(0.1 |
%) |
|
|
2,059 |
|
|
|
0.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
8,375 |
|
|
|
2.2 |
% |
|
$ |
(10,498 |
) |
|
|
(2.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended August 24, 2007, consolidated net sales were $365.8 million, up from
$357.5 million in the prior year second quarter. This 2.3% or approximately $8 million increase
was primarily the result of higher net sales in our North American Social Expression Products
segment of approximately $13 million combined with a favorable foreign exchange impact of
approximately $7 million partially offset by lower net sales of approximately $2 to $3 million in
each of our International Social Expression Products, Retail Operations and AG Interactive segments
and our fixtures business.
Net sales of our North American Social Expression Products segment increased approximately $13
million. Our candle product lines, which were sold in January 2007, contributed approximately $7
million to net sales in the prior year quarter. As a result, sales of products other than candles
increased approximately $20 million. Approximately $7 million of the increase resulted from fewer
SBT implementations and approximately $1 million was due to lower spending on our investment in
cards strategy. The majority of the remaining increase was due to improvements in everyday card
sales. Seasonal card sales also contributed to the remaining increase, primarily Fathers Day and
graduation as SBT implementations in the prior year impacted the timing of the sales as discussed
below.
The reduction in our International Social Expression Products segments net sales was due primarily
to the challenging retail environment in the U.K., which continues to demand reduced inventory
levels for most of our product lines. Our Retail Operations segment was down approximately $2
million, or 5%, as favorable same-store sales of approximately 7% were more than offset by the
decrease in store doors of approximately 13%.
Other revenue, primarily royalty revenue, decreased from $14.0 million during the three months
ended August 25, 2006 to $11.6 million during the three months ended August 24, 2007. The decrease
of $2.4 million is primarily attributable to favorable audit recoveries recorded during the prior
year quarter.
16
Wholesale Unit and Pricing Analysis for Greeting Cards
Unit and pricing comparatives (on a sales less returns basis) for the three months ended August 24,
2007 and August 25, 2006 are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) From the Prior Year |
|
|
Everyday Cards |
|
Seasonal Cards |
|
Total Greeting Cards |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Unit volume |
|
|
19.5% |
|
|
|
(18.8% |
) |
|
|
24.0% |
|
|
|
(13.5% |
) |
|
|
20.2% |
|
|
|
(18.1% |
) |
Selling prices |
|
|
(9.6% |
) |
|
|
12.3% |
|
|
|
(12.8% |
) |
|
|
15.0% |
|
|
|
(10.1% |
) |
|
|
12.7% |
|
Overall increase / (decrease) |
|
|
8.1% |
|
|
|
(8.9% |
) |
|
|
8.2% |
|
|
|
(0.5% |
) |
|
|
8.1% |
|
|
|
(7.8% |
) |
During the second quarter, combined everyday and seasonal greeting card sales less returns improved
8.1% compared to the prior year quarter, with increases in both everyday and seasonal greeting
cards. Approximately 30% of the increase was due to SBT implementations that reduced unit volume
in the prior year second quarter.
Everyday card unit volume, up 19.5%, and selling prices, down 9.6%, were significantly impacted by
the SBT implementations during the prior year second quarter. As reported in the prior year second
quarter Form 10-Q, there was a significant amount of SBT implementations during the quarter that
decreased unit volume and increased selling prices. Approximately 60% of the increase in everyday
card unit volume and 80% of the decrease in selling prices was a direct result of the prior year
SBT implementations. The remaining increase in everyday card unit volume was due to improvements
across all business units, particularly within the North American Social Expression Products
segment.
Seasonal card unit volume increased 24.0% in the current quarter, primarily due to Fathers Day and
graduation card sales. This increase is substantially the result of customers that implemented SBT
in the prior year that impacted the timing of sales in the current year. As noted in prior
quarters, the implementation of SBT impacts the timing of sales with these customers compared to
the prior year because, under SBT arrangements, American Greetings owns the product delivered to
the retail customer until the product is sold by the retailer to the ultimate consumer, at which
time we record the sale. In addition, since the second quarter has the fewest holidays, the
changes in unit volume during the quarter appear large on a percentage basis. The decrease in
selling prices of seasonal cards was the result of a higher mix of value priced cards. This change
in product mix was primarily the result of the SBT implementations in the prior year.
Expense Overview
Material, labor and other production costs (MLOPC) for the three months ended August 24, 2007
were $163.1 million, a decrease from $172.8 million for the comparable period in the prior year.
As a percentage of total revenue, these costs were 43.2% in the current period compared to 46.5%
for the three months ended August 25, 2006. The decrease of $9.7 million is due to favorable
product mix of approximately $15 million partially offset by increased spending of approximately $2
million and foreign exchange impacts of approximately $3 million. The favorable product mix is due
to a change to a richer mix (as defined by higher gross margins) of card versus non-card products,
primarily as a result of the growth in everyday cards and the sale of our candle product lines in
January 2007. The increased spending was primarily attributable to higher creative content costs.
Selling, distribution and marketing costs for the three months ended August 24, 2007 were $144.6
million, decreasing from $151.5 million for the comparable period in the prior year. The decrease
of $6.9 million is due to favorable spending variances of approximately $10 million partially
offset by unfavorable foreign exchange impacts of approximately $3 million. The lower spending is
due to decreases in retail store expenses of approximately $3 million, savings from supply chain
cost reduction programs of approximately $4 million, lower consulting expenses of approximately $2
million and reduced marketing-related expenses at AG Interactive (primarily attributable to the
reduced offerings for the mobile product group) of approximately $2 million. These amounts were
partially offset by higher advertising and research expenses of approximately $2 million primarily
attributable to our focus on our core greeting card business.
17
Administrative and general expenses were $55.9 million for the three months ended August 24, 2007,
a decrease from $56.9 million for the three months ended August 25, 2006. The decrease of $1.0
million is primarily related to favorable spending variances of approximately $2 million partially
offset by unfavorable foreign exchange impacts of approximately $1 million. The decreased spending
is attributable to lower information technology-related expenses and stock-based compensation
expense.
Interest expense for the three months ended August 24, 2007 was $4.8 million, down from $7.6
million for the prior year quarter. The decrease of $2.8 million is attributable to savings of
$1.5 million due to the reduced debt balances for the 7.00% convertible notes as a result of our
financing activities in the prior year. The amortization of deferred financing fees for the
convertible notes was $0.9 million lower in the current quarter also as a result of the prior year
activities. Commitment fees paid on the available balance of our credit facility decreased $0.4
million, primarily as a result of the reduction in the size of the term loan facility.
For the three months ended August 24, 2007, tax expense was $4.2 million on pre-tax income from
continuing operations of $12.9 million compared to a tax benefit of $1.3 million on a pre-tax loss
from continuing operations of $13.9 million in the prior year quarter. The effective tax rate on
income (loss) from continuing operations was 32.4% and 9.6% for the three months ended August 24,
2007 and August 25, 2006, respectively. Since the second quarter has seasonally low income (loss)
from continuing operations before income tax expense (benefit), discrete items or changes to the
tax assets and reserves on the Condensed Consolidated Statement of Financial Position have a more
significant impact on the Corporations quarterly effective tax rate. The low effective tax rate
in the prior quarter relates to several discrete events during that period, including interest
expense on estimated tax payments, return to provision adjustments and the effect of amended tax
returns on deferred tax assets.
Results of Operations
Six months ended August 24, 2007 and August 25, 2006
Net income was $38.4 million, or $0.69 per share, for the six months compared to $4.9 million, or
$0.08 per share, in the prior year period.
Our results for the six months ended August 24, 2007 and August 25, 2006 are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Total |
|
|
|
|
|
% Total |
(Dollars in thousands) |
|
2007 |
|
Revenue |
|
2006 |
|
Revenue |
Net sales |
|
$ |
783,834 |
|
|
|
98.3 |
% |
|
$ |
761,653 |
|
|
|
98.0 |
% |
Other revenue |
|
|
13,558 |
|
|
|
1.7 |
% |
|
|
15,485 |
|
|
|
2.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
797,392 |
|
|
|
100.0 |
% |
|
|
777,138 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Material, labor and other production costs |
|
|
324,180 |
|
|
|
40.6 |
% |
|
|
348,045 |
|
|
|
44.8 |
% |
Selling, distribution and marketing expenses |
|
|
285,275 |
|
|
|
35.8 |
% |
|
|
294,055 |
|
|
|
37.9 |
% |
Administrative and general expenses |
|
|
117,810 |
|
|
|
14.8 |
% |
|
|
118,229 |
|
|
|
15.2 |
% |
Other operating income net |
|
|
(680 |
) |
|
|
(0.1 |
%) |
|
|
(422 |
) |
|
|
(0.1 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
70,807 |
|
|
|
8.9 |
% |
|
|
17,231 |
|
|
|
2.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
9,596 |
|
|
|
1.2 |
% |
|
|
20,073 |
|
|
|
2.6 |
% |
Interest income |
|
|
(3,719 |
) |
|
|
(0.5 |
%) |
|
|
(5,458 |
) |
|
|
(0.7 |
%) |
Other non-operating income net |
|
|
(2,896 |
) |
|
|
(0.3 |
%) |
|
|
(2,902 |
) |
|
|
(0.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before
income tax expense |
|
|
67,826 |
|
|
|
8.5 |
% |
|
|
5,518 |
|
|
|
0.7 |
% |
Income tax expense |
|
|
28,478 |
|
|
|
3.6 |
% |
|
|
1,525 |
|
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
39,348 |
|
|
|
4.9 |
% |
|
|
3,993 |
|
|
|
0.5 |
% |
(Loss) income from discontinued operations,
net of tax |
|
|
(923 |
) |
|
|
(0.1 |
%) |
|
|
901 |
|
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
38,425 |
|
|
|
4.8 |
% |
|
$ |
4,894 |
|
|
|
0.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
18
For the six months ended August 24, 2007, consolidated net sales were $783.8 million, up from
$761.7 million in the prior year six months. This 2.9% or approximately $22 million increase was
primarily the result of higher net sales in our North American Social Expression Products segment
of approximately $26 million combined with a favorable foreign exchange impact of approximately $14
million partially offset by lower net sales in our International Social Expression Products segment
of approximately $8 million, our Retail Operations segment of approximately $7 million and our AG
Interactive segment of approximately $3 million.
Net sales of our North American Social Expression Products segment increased approximately $26
million. Our candle product lines, which were sold in January 2007, contributed approximately $14
million to net sales in the prior year six months. As a result, sales of products other than
candles increased approximately $40 million. Approximately $5 million of the increase was due to
lower spending on our investment in cards strategy and approximately $15 million resulted from
fewer SBT implementations. The majority of the remaining increase was due to improvements in
everyday and seasonal card sales.
The reduction in our International Social Expression Products segments net sales was due primarily
to the challenging retail environment in the U.K. which continues to demand reduced inventory
levels for most of our product lines. Our Retail Operations segment was down approximately $7
million, or 8%, as favorable same-store sales of approximately 5% were more than offset by the
decrease in store doors of approximately 13%. Growth in advertising and subscription sales in our
AG Interactive segment, including the favorable impact of the prior year second quarter
acquisition, were more than offset by the reduced offerings in our mobile product group.
Other revenue, primarily royalty revenue, decreased $1.9 million from $15.5 million during the six
months ended August 25, 2006 to $13.6 million during the six months ended August 24, 2007. The
decrease is primarily attributable to favorable audit recoveries recorded during the prior year
period.
Wholesale Unit and Pricing Analysis for Greeting Cards
Unit and pricing comparatives (on a sales less returns basis) for the six months ended August 24,
2007 and August 25, 2006 are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) From the Prior Year |
|
|
Everyday Cards |
|
Seasonal Cards |
|
Total Greeting Cards |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Unit volume |
|
|
13.8% |
|
|
|
(16.1% |
) |
|
|
5.3% |
|
|
|
(0.6% |
) |
|
|
11.4% |
|
|
|
(12.3% |
) |
Selling prices |
|
|
(7.2% |
) |
|
|
9.6% |
|
|
|
(3.6% |
) |
|
|
2.8% |
|
|
|
(6.2% |
) |
|
|
8.1% |
|
Overall increase / (decrease) |
|
|
5.6% |
|
|
|
(8.0% |
) |
|
|
1.6% |
|
|
|
2.2% |
|
|
|
4.4% |
|
|
|
(5.2% |
) |
During the six month period, combined everyday and seasonal greeting card sales less returns
improved 4.4% compared to the prior year period, with the majority of the increase in everyday
greeting cards. Approximately 45% of the increase was due to SBT implementations that reduced unit
volume in the prior year first half.
Everyday card unit volume, up 13.8%, and selling prices, down 7.2%, were significantly impacted by
the SBT implementations during the prior year six months. As reported in the prior year Form 10-Q,
there was a significant amount of SBT implementations during the period that decreased unit volume
and increased selling prices. Approximately 70% of the increase in everyday card unit volume and
85% of the decrease in selling prices was a direct result of the prior year SBT implementations.
The remaining increase in everyday card unit volume was due to improvements across all business
units, particularly within the North American Social Expression Products segment.
Seasonal card unit volume increased 5.3% in the six month period, primarily due to increases in
Easter and graduation compared to the prior year period. The lower selling prices were due to a
change in mix of cards sold to a higher mix of value priced products.
19
Expense Overview
MLOPC for the six months ended August 24, 2007 were $324.2 million, a decrease from $348.0 million
for the comparable period in the prior year. As a percentage of total revenue, these costs were
40.6% in the current period compared to 44.8% for the six months ended August 25, 2006. The
decrease of $23.8 million is due to favorable mix of approximately $34 million partially offset by
unfavorable volume variances of approximately $2 million due to the increased sales in the current
period, unfavorable spending variances of approximately $1 million and foreign exchange impacts of
approximately $7 million. The favorable product mix is due to a change to a richer mix of card
versus non-card products, primarily as a result of the growth in everyday and seasonal cards and
the sale of our candle product lines in January 2007. The increased spending is attributable to
higher creative content costs of approximately $5 million partially offset by favorable scrap and
inventory adjustments of $4 million.
Selling, distribution and marketing costs for the six months ended August 24, 2007 were $285.3
million, decreasing from $294.1 million for the comparable period in the prior year. The decrease
of $8.8 million is due to favorable spending variances of approximately $14 million partially
offset by unfavorable foreign exchange impacts of approximately $5 million. The lower spending is
due to decreases in retail store expenses of approximately $7 million, savings from supply chain
cost reduction programs of approximately $7 million and reduced marketing-related expenses at AG
Interactive (primarily attributable to the reduced offerings for the mobile product group) of
approximately $4 million. These amounts were partially offset by higher advertising and research
expenses of approximately $5 million, a portion of which is attributable to our focus on our core
greeting card business.
Administrative and general expenses were $117.8 million for the six months ended August 24, 2007, a
decrease from $118.2 million for the six months ended August 25, 2006. The decrease of $0.4
million is primarily related to favorable spending variances of approximately $2 million partially
offset by unfavorable foreign exchange impacts of approximately $2 million. The reduced spending
is attributable to lower non-income related business taxes and stock-based compensation expense.
Interest expense for the six months ended August 24, 2007 was $9.6 million, down from $20.1 million
for the prior year period. The decrease of $10.5 million is attributable to the financing
activities from the prior year period. Expenses of $5.4 million were incurred related to the early
retirement of substantially all of our 6.10% senior notes and the convertible notes exchange offer,
including the associated consent payment, fees paid and the write-off of deferred financing costs.
Deferred financing costs of $1.0 million associated with the credit facility that was terminated in
April 2006 were written off in the prior period. Savings of $8.5 million were realized in the
current period due to the reduced debt balances for the 6.10% senior notes and the 7.00%
convertible notes as a result of the prior period financing activities. The amortization of
deferred financing fees for the convertible notes was $1.2 million lower in the current period also
as a result of the prior year activities. Commitment fees paid on the available balance of our
credit facility decreased $0.4 million, primarily as a result of the reduction in the size of the
term loan facility. Partially offsetting these amounts are $3.7 million for interest expense on
the new 7.375% notes issued in May 2006 and $2.4 million for the net gain recognized on the
interest rate derivative entered into and settled during the six months ended August 25, 2006.
The effective tax rate on income from continuing operations was 42.0% and 27.6% for the six months
ended August 24, 2007 and August 25, 2006, respectively. The increase in the effective tax rate
relates to several discrete events during the current year period, primarily agreements reached
with the Internal Revenue Service as it closed its audit cycle.
20
Segment Information
Our operations are organized and managed according to a number of factors, including product
categories, geographic locations and channels of distribution. Our North American Social
Expression Products and our International Social Expression Products segments primarily design,
manufacture and sell greeting cards and other related products through various channels of
distribution, with mass retailers as the primary channel. As permitted under Statement of
Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related
Information, certain operating divisions have been aggregated into both the North American Social
Expression Products and International Social Expression Products segments. The aggregated
operating divisions have similar economic characteristics, products, production processes, types of
customers and distribution methods. At August 24, 2007, we owned and operated 429 card and gift
retail stores in the United States and Canada through our Retail Operations segment. The stores
are primarily located in malls and strip shopping centers. The stores sell products purchased from
the North American Social Expression Products segment as well as products purchased from other
vendors. AG Interactive is an electronic provider of social expression content through the
Internet and wireless platforms.
We review segment results using consistent exchange rates between periods to eliminate the impact
of foreign currency fluctuations.
North American Social Expression Products Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in |
|
Three Months Ended August |
|
% |
|
Six Months Ended August |
|
% |
thousands) |
|
24, 2007 |
|
25, 2006 |
|
Change |
|
24, 2007 |
|
25, 2006 |
|
Change |
Total revenue |
|
$ |
241,939 |
|
|
$ |
228,910 |
|
|
|
5.7 |
% |
|
$ |
530,866 |
|
|
$ |
504,325 |
|
|
|
5.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings |
|
|
30,332 |
|
|
|
4,498 |
|
|
|
574.3 |
% |
|
|
111,017 |
|
|
|
59,749 |
|
|
|
85.8 |
% |
Total revenue of our North American Social Expression Products segment for the three months ended
August 24, 2007, excluding the impact of foreign exchange and intersegment items, increased $13.0
million, or 5.7%, from the prior year period. Lower spending on our investment in cards strategy
and SBT conversions in the current quarter compared to the prior year quarter accounted for
approximately $1 million and $7 million, respectively, of the total revenue increase. Also
contributing to the increase was sales of everyday and seasonal cards. These increases were
partially offset by the sale of our candle product lines in January 2007, which contributed
approximately $7 million to total revenue in the prior year quarter. Total revenue of our North
American Social Expression Products segment for the six months ended August 24, 2007, excluding the
impact of foreign exchange and intersegment items, increased $26.5 million, or 5.3%, from the prior
year period. Our candle product lines, which were sold in January 2007, contributed approximately
$14 million to net sales in the prior year six months. As a result, sales of products other than
candles increased approximately $40 million. Approximately $5 million of the increase was due to
lower spending on our investment in cards strategy and approximately $15 million resulted from
fewer SBT implementations. The majority of the remaining increase was due to improvements in
everyday and seasonal card sales.
Segment earnings, excluding the impact of foreign exchange and intersegment items, increased $25.8
million compared to the prior year second quarter. The lower spending on our investment in cards
strategy and SBT implementations accounted for approximately $8 million of the increase. Segment
earnings, excluding the impact of foreign exchange and intersegment items, increased $51.3 million
during the six months ended August 24, 2007 compared to the prior year period. The lower spending
on our investment in cards strategy and SBT implementations accounted for approximately $21 million
of the increase. The remaining increase for both the three and six month periods is attributable
to higher everyday card sales as well as lower costs. The lower costs are due to product mix,
including the favorable impact from the sale of our lower margin candle product lines in January
2007, plant efficiencies and supply chain cost reduction programs.
21
International Social Expression Products Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in |
|
Three Months Ended August |
|
% |
|
Six Months Ended August |
|
% |
thousands) |
|
24, 2007 |
|
25, 2006 |
|
Change |
|
24, 2007 |
|
25, 2006 |
|
Change |
Total revenue |
|
$ |
59,390 |
|
|
$ |
62,385 |
|
|
|
(4.8 |
%) |
|
$ |
119,044 |
|
|
$ |
126,493 |
|
|
|
(5.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings |
|
|
1,393 |
|
|
|
559 |
|
|
|
149.2 |
% |
|
|
1,433 |
|
|
|
1,056 |
|
|
|
35.7 |
% |
Total revenue of our International Social Expression Products segment, excluding the impact of
foreign exchange, decreased $3.0 million, or 4.8%, compared to the prior year quarter and decreased
$7.5 million, or 5.9%, compared to the prior year six months. The majority of the decrease in both
the three and six month periods is attributable to lower sales in the U.K., which continues to
experience a challenging retail environment including reductions of inventory at retail.
Segment earnings, excluding the impact of foreign exchange, increased $0.8 million compared to the
prior year three months and increased $0.4 million compared to the prior year six months. The
increase in both periods is attributable to product mix and expense control, including merchandiser
and distribution expenses, which more than offset the impact of the reduced sales volume in the
current year periods.
Retail Operations Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in |
|
Three Months Ended August |
|
% |
|
Six Months Ended August |
|
% |
thousands) |
|
24, 2007 |
|
25, 2006 |
|
Change |
|
24, 2007 |
|
25, 2006 |
|
Change |
Total revenue |
|
$ |
37,382 |
|
|
$ |
39,453 |
|
|
|
(5.2 |
%) |
|
$ |
76,306 |
|
|
$ |
82,954 |
|
|
|
(8.0 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment loss |
|
|
(6,484 |
) |
|
|
(9,071 |
) |
|
|
28.5 |
% |
|
|
(9,265 |
) |
|
|
(16,372 |
) |
|
|
43.4 |
% |
Total revenue, excluding the impact of foreign exchange, in our Retail Operations segment decreased
$2.1 million, or 5.2%, for the three months ended August 24, 2007, compared to the prior year
period as favorable same-store sales of approximately $2 million, or 6.9%, were more than offset by
the reduction in store doors. Total revenue for the quarter decreased approximately $4 million due
to fewer stores. The average number of stores was approximately 13% less than in the prior year
quarter. For the six months ended August 24, 2007, total revenue decreased $6.6 million compared
to the prior year period, as favorable same-store sales of approximately $3 million, or 4.6%, were
more than offset by the reduction in store doors. The average number of stores was approximately
13% less than in the prior year period, which accounted for approximately $10 million of the
decrease. Both current year periods benefited from the performance of childrens gifting products,
which was the driver of the same-store sales increases.
Segment earnings, excluding the impact of foreign exchange, was a loss of $6.5 million in the three
months ended August 24, 2007, compared to a loss of $9.1 million in the three months ended August
25, 2006. Segment earnings were favorably impacted by lower store rent, operating expenses and
associate costs of approximately $3 million due to fewer stores as we closed approximately 60
underperforming stores in the fourth quarter of 2007. For the six months ended August 24, 2007,
segment earnings was a loss of $9.3 million compared to a loss of $16.4 million in the prior year
period. The impact on earnings of the lower revenue in the period was more than offset by lower
store expenses of approximately $7 million due to fewer stores. Lower information technology
expenses in the current period also contributed to the reduced segment loss in the period.
Earnings were favorably impacted by improved gross margins as a result of less promotional pricing.
Gross margins increased by approximately 3.5 percentage points.
22
AG Interactive Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in |
|
Three Months Ended August |
|
% |
|
Six Months Ended August |
|
% |
thousands) |
|
24, 2007 |
|
25, 2006 |
|
Change |
|
24, 2007 |
|
25, 2006 |
|
Change |
Total revenue |
|
$ |
17,158 |
|
|
$ |
20,447 |
|
|
|
(16.1 |
%) |
|
$ |
37,052 |
|
|
$ |
40,488 |
|
|
|
(8.5 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment earnings |
|
|
3,177 |
|
|
|
1,208 |
|
|
|
163.0 |
% |
|
|
6,473 |
|
|
|
3,249 |
|
|
|
99.2 |
% |
Total revenue of AG Interactive for the three months ended August 24, 2007, excluding the impact of
foreign exchange, was $17.2 million compared to $20.4 million in the prior year second quarter.
Total revenue of AG Interactive for the six months ended August 24, 2007, excluding the impact of
foreign exchange, was $37.1 million compared to $40.5 million in the prior year six months. Growth
in advertising and subscription revenue in our online product group, due to both ongoing operations
and the second quarter 2007 acquisition of an online greeting card business, was more than offset
by the decrease in revenue of our mobile product group due to reduced offerings for both the three
and six month periods. At the end of the second quarter of 2008, AG Interactive had approximately
3.6 million online paid subscribers versus 3.3 million at the prior year quarter end.
Segment earnings, excluding the impact of foreign exchange, increased $2.0 million for the quarter
ended August 24, 2007, compared to the prior year period. Segment earnings, excluding the impact
of foreign exchange, increased from $3.2 million in the six months ended August 25, 2006 to $6.5
million in the current year period. Growth in advertising and subscription revenue as well as
lower expenses in the mobile product group due to the reduced offerings in that group contributed
to the improved segment earnings in both periods.
Liquidity and Capital Resources
The seasonal nature of our business precludes a useful comparison of the current period and the
fiscal year-end financial statements; therefore, a Condensed Consolidated Statement of Financial
Position as of August 25, 2006, has been included.
Operating Activities
Operating activities provided $58.1 million of cash during the six months ended August 24, 2007,
compared to $28.1 million of cash in the prior year period.
Other non-cash charges were $3.9 million for the six months ended August 24, 2007, compared to $7.0
million in the prior year period. The decrease is primarily related to the prior period write-off
of deferred financing fees associated with our old credit facility and lower amortization of debt
financing fees in the current period.
Accounts receivable provided $33.4 million of cash from February 28, 2007, compared to $55.4
million during the six months ended August 25, 2006. The change is due to the timing of
collections, primarily due to significantly more collections in the fourth quarter of 2007 compared
to the fourth quarter of 2006.
Inventory was a use of $62.0 million from February 28, 2007, compared to a use of $57.1 million in
the prior year period. As a percentage of the prior twelve months MLOPC, inventories were 30.9%
at August 24, 2007, compared to 32.4% at August 25, 2006. The higher usage in the current six
months is attributable to improved inventory management at February 28, 2007 versus February 28,
2006. The lower beginning inventory at March 1 increased the inventory usage in the current year
as we build our seasonal inventory.
Other current assets used $2.8 million of cash from February 28, 2007, compared to using $24.2
million in the prior year six months. The difference is due to refundable tax amounts in the prior
year.
Deferred costs net represents payments under agreements with retailers net of the related
amortization of those payments. During the six months ended August 24, 2007, amortization exceeded
payments by $28.5 million; in the six months ended August 25, 2006, amortization exceeded payments
by $26.8 million. See Note 9 to the condensed consolidated financial statements for further detail
of deferred costs related to customer agreements.
23
Accounts payable and other liabilities were a use of $23.4 million during the six months ended
August 24, 2007, compared to $33.2 million in the prior year period. The change from the prior
year is due primarily to the change in profit-sharing payments and accruals during the respective
periods.
Investing Activities
Investing activities used $15.1 million of cash during the six months ended August 24, 2007,
compared to providing $188.9 million in the prior year period. The use of cash in the current year
is related to capital expenditures of $13.6 million as well as cash payments for business
acquisitions. The final payment of $6.1 million for the online greeting card business purchased in
the prior years second quarter was made during the first quarter of fiscal 2008. These amounts
were partially offset by cash receipts related to discontinued operations and proceeds from the
sale of fixed assets. The source of cash in the prior year is primarily related to sales of
short-term investments exceeding purchases. Short-term investments decreased $208.7 million during
the six months ended August 25, 2006.
Financing Activities
Financing activities provided $1.3 million of cash during the six months ended August 24, 2007,
compared to using $343.7 million during the six months ended August 25, 2006. Our receipt of the
exercise price on stock options provided $24.3 million in the current period, but was offset by
dividend payments and share repurchases as discussed below. The prior year amount relates
primarily to our refinancing activities during the period. We issued $200.0 million of 7.375%
senior unsecured notes and retired $277.3 million of our 6.10% senior notes, approximately 92% of
the total outstanding. We also repaid $159.1 million of our 7.00% convertible subordinated notes
and borrowed $20.0 million under our credit facility. We paid $8.1 million of debt issuance costs
during the prior period for our new credit facility, the 7.375% senior unsecured notes and the
7.00% convertible subordinated notes exchange offer. These amounts were deferred and are being
amortized over the respective periods of the instruments. Our Class A common share repurchase
programs also contributed to the cash used for financing activities in both periods. These
repurchases were made through 10b5-1 programs. During the six months ended August 24, 2007, $10.4
million was paid to repurchase approximately 0.4 million shares under the repurchase program,
compared to $108.6 million used in the prior year period to repurchase approximately 4.9 million
shares. We also paid $1.5 million in the current period to repurchase 0.1 million Class B common
shares, in accordance with our Amended Articles of Incorporation.
During the six months ended August 24, 2007 and August 25, 2006, we paid quarterly dividends of
$0.10 and $0.08 per common share, respectively, which totaled $11.1 million and $9.2 million,
respectively.
Credit Sources
Substantial credit sources are available to us. In total, we had available sources of
approximately $600 million at August 24, 2007. This included our $450 million senior secured
credit facility and our $150 million accounts receivable securitization facility. The credit
agreement includes a $350 million revolving credit facility and a $100 million delay draw term
loan. There were no balances outstanding under these arrangements at August 24, 2007. While there
were no balances outstanding under either facility, we do have, in the aggregate, $27.9 million
outstanding under letters of credit, which reduces the total credit availability thereunder.
Please refer to the discussion of our borrowing arrangements as disclosed in the Credit Sources
section of our Annual Report on Form 10-K for the year ended February 28, 2007 for further
information.
Our future operating cash flow and borrowing availability under our credit agreement and our
accounts receivable securitization facility are expected to meet currently anticipated funding
requirements. The seasonal nature of the business results in peak working capital requirements
that may be financed through short-term borrowings.
We are going through the due diligence process necessary to prepare for a multi-year information
systems refresh. We see this effort as a multi-year program, in the range of 7 to 10 years. As we
are still negotiating with potential
24
suppliers, we are unable to estimate the future impact on
earnings and cash flows, but it is likely that these impacts could be significant.
Critical Accounting Policies
Please refer to the discussion of our Critical Accounting Policies as disclosed in our Annual
Report on Form 10-K for the year ended February 28, 2007.
Factors That May Affect Future Results
Certain statements in this report may constitute forward-looking statements within the meaning of
the Federal securities laws. These statements can be identified by the fact that they do not
relate strictly to historic or current facts. They use such words as anticipate, estimate,
expect, project, intend, plan, believe, and other words and terms of similar meaning in
connection with any discussion of future operating or financial performance. These forward-looking
statements are based on currently available information, but are subject to a variety of
uncertainties, unknown risks and other factors concerning our operations and business environment,
which are difficult to predict and may be beyond our control. Important factors that could cause
actual results to differ materially from those suggested by these forward-looking statements, and
that could adversely affect our future financial performance, include, but are not limited to, the
following:
|
|
|
retail consolidations, acquisitions and bankruptcies, including the possibility of
resulting adverse changes to retail contract terms; |
|
|
|
our ability to successfully implement our strategy to invest in our core greeting
card business; |
|
|
|
the timing and impact of investments in new retail or product strategies as well
as new product introductions and achieving the desired benefits from those
investments; |
|
|
|
the timing and impact of converting customers to a scan-based trading model; |
|
|
|
our ability to successfully implement, or achieve the desired benefits associated
with, any information systems refresh that we may implement; |
|
|
|
the ability to execute share repurchase programs or the ability to achieve the
desired accretive effect from such repurchases; |
|
|
|
our ability to successfully complete, or achieve the desired benefits associated
with, dispositions; |
|
|
|
a weak retail environment; |
|
|
|
consumer acceptance of products as priced and marketed; |
|
|
|
the impact of technology on core product sales; |
|
|
|
competitive terms of sale offered to customers; |
|
|
|
successful implementation of supply chain improvements and achievement of
projected cost savings from those improvements; |
|
|
|
increases in the cost of material, energy, freight and other production costs; |
|
|
|
our ability to comply with our debt covenants; |
|
|
|
fluctuations in the value of currencies in major areas where we operate, including
the U.S. Dollar, Euro, U.K. Pound Sterling and Canadian Dollar; |
|
|
|
escalation in the cost of providing employee health care; |
|
|
|
successful integration of acquisitions; and |
|
|
|
the outcome of any legal claims known or unknown. |
Risks pertaining specifically to AG Interactive include the viability of online advertising,
subscriptions as revenue generators and the publics acceptance of online greetings and other
social expression products.
The risks and uncertainties identified above are not the only risks we face. Additional risks and
uncertainties not presently known to us or that we believe to be immaterial also may adversely
affect us. Should any known or unknown risks or uncertainties develop into actual events, or
underlying assumptions prove inaccurate, these developments could have material adverse effects on
our business, financial condition and results of operations. For further information concerning
the risks we face and issues that could materially affect our financial performance related to
forward-looking statements, refer to our periodic filings with the Securities and Exchange
Commission, including the Risk Factors section of our Annual Report on Form 10-K for the fiscal
year ended February 28, 2007.
25
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For further information, refer to our Annual Report on Form 10-K for the year ended February 28,
2007. There were no material changes in market risk, specifically interest rate and foreign
currency exposure, for us from February 28, 2007, the end of our preceding fiscal year, to August
24, 2007, the end of our most recent fiscal quarter.
Item 4. Controls and Procedures
American Greetings maintains disclosure controls and procedures that are designed to ensure that
information required to be disclosed in its reports under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported within the time periods specified in the
Commissions rules and forms and that such information is accumulated and communicated to the
Corporations management, including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow for timely decisions regarding required disclosure. In designing and
evaluating the disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives.
American Greetings carries out a variety of on-going procedures, under the supervision and with the
participation of the Corporations management, including its Chief Executive Officer and Chief
Financial Officer, to evaluate the effectiveness of the design and operation of the Corporations
disclosure controls and procedures. Based on the foregoing, the Chief Executive Officer and Chief
Financial Officer of American Greetings concluded that the Corporations disclosure controls and
procedures were effective as of the end of the period covered by this report.
There has been no change in the Corporations internal control over financial reporting during the
Corporations most recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Corporations internal control over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in certain legal proceedings arising in the ordinary course of business. We,
however, do not believe that any of the litigation in which we are currently engaged, either
individually or in the aggregate, will have a material adverse effect on our business, consolidated
financial position or results of operations.
Item 1A. Risk Factors
There have been no material changes in the risk factors that were discussed in our Annual Report on
Form 10-K for the year ended February 28, 2007.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) |
|
Not applicable. |
|
(b) |
|
Not applicable. |
26
(c) |
|
The following table provides information with respect to our purchases of our common shares
during the three months ended August 24, 2007. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares (or |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
|
Approximate Dollar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Purchased as |
|
|
Value) that May Yet Be |
|
|
|
|
|
Total Number of Shares |
|
|
Average Price |
|
|
Part of Publicly |
|
|
Purchased Under the |
|
|
Period |
|
|
Repurchased |
|
|
Paid per Share |
|
|
Announced Plans |
|
|
Plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 2007 |
|
|
Class A |
|
|
85,000 |
|
|
|
$ |
25.74 |
(2) |
|
|
|
85,000 |
(3) |
|
|
|
$94,370,822 |
|
|
|
|
|
|
Class B |
|
|
52,215 |
(1) |
|
|
$ |
25.34 |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 2007 |
|
|
Class A |
|
|
15,000 |
|
|
|
$ |
26.40 |
(2) |
|
|
|
15,000 |
(3) |
|
|
|
$93,974,871 |
|
|
|
|
|
|
Class B |
|
|
500 |
(1) |
|
|
$ |
28.66 |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 2007 |
|
|
Class A |
|
|
180,000 |
|
|
|
$ |
24.25 |
(2) |
|
|
|
180,000 |
(3) |
|
|
|
$89,609,721 |
|
|
|
|
|
|
Class B |
|
|
892 |
(1) |
|
|
$ |
24.26 |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Class A |
|
|
280,000 |
|
|
|
|
|
|
|
|
|
280,000 |
(3) |
|
|
|
|
|
|
|
|
|
|
Class B |
|
|
53,607 |
(1) |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
There is no public market for our Class B common shares. Pursuant to our Amended Articles of
Incorporation, all of the Class B common shares were repurchased by American Greetings for
cash pursuant to its right of first refusal. |
|
(2) |
|
Excludes commissions paid, if any, related to the share repurchase transactions. |
|
(3) |
|
On April 17, 2007, American Greetings announced that its Board of Directors authorized a new
program to repurchase up to $100 million of its Class A common shares. There is no set
expiration date for this repurchase program and these repurchases are made through a 10b5-1
program in open market or privately negotiated transactions which are intended to be in
compliance with the SECs Rule 10b-18, subject to market conditions, applicable legal
requirements and other factors. |
Item 4. Submission of Matters to a Vote of Security Holders
Our Annual Meeting of Shareholders was held on June 22, 2007, at which the following proposals were
put to a vote of shareholders of record as of May 1, 2007:
Proposal 1: Election of Directors
The following were elected to Class III of our Board of Directors with a term expiring in
2010: Scott S. Cowen, William E. MacDonald, III, Charles A. Ratner and Zev Weiss.
The following individuals were continuing Class I directors with a term expiring in 2008:
Morry Weiss, Stephen R. Hardis and Michael J. Merriman, Jr.
The following individuals were Class II directors with a term expiring in 2009: Joseph S.
Hardin, Jr., Jerry Sue Thornton and Jeffrey Weiss.
|
|
|
|
|
|
|
|
|
Nominee |
|
Votes For |
|
Votes Withheld |
|
Scott S. Cowen |
|
|
78,290,924 |
|
|
|
5,024,920 |
|
William E. MacDonald, III |
|
|
82,034,111 |
|
|
|
1,281,733 |
|
Charles A. Ratner |
|
|
79,346,283 |
|
|
|
3,969,561 |
|
Zev Weiss |
|
|
65,379,777 |
|
|
|
17,936,067 |
|
27
Proposal 2: Approval of the American Greetings Corporation 2007 Omnibus Incentive
Compensation Plan
Shareholders approved the adoption of the American Greetings Corporation 2007 Omnibus
Incentive Compensation Plan.
|
|
|
|
|
Votes For |
|
Against |
|
Abstain |
68,978,959
|
|
10,886,573
|
|
497,438 |
Item 6. Exhibits
Exhibits required by Item 601 of Regulation S-K
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
10.1 |
|
Key Management Annual Incentive Plan (Fiscal Year 2008 Description) |
|
|
|
10.2 |
|
Form of Director Stock Agreement under the American Greetings
Corporation 2007 Omnibus Incentive Compensation Plan |
|
|
|
(31) a |
|
Certification of Chief Executive Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 |
|
|
|
(31) b |
|
Certification of Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 |
|
|
|
(32) |
|
Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
SIGNATURES
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.
|
|
|
|
|
|
AMERICAN GREETINGS CORPORATION
|
|
|
By: |
/s/ Joseph B. Cipollone
|
|
|
|
|
|
|
|
|
|
Joseph B. Cipollone |
|
|
|
Vice President, Corporate
Controller, and Chief Accounting
Officer* |
|
|
October 3, 2007
* (Signing on behalf of Registrant as a duly authorized officer of the Registrant and signing as
the chief accounting officer of the Registrant.)
28