UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended AugustMay 29, 20142015

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    

Commission file number 1-13859

 

 

AMERICAN GREETINGS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Ohio 34-0065325

(State or other jurisdiction of


incorporation or organization)

 

(I.R.S. Employer


Identification No.)

One American Road, Cleveland, Ohio 44144
(Address of principal executive offices) (Zip Code)

(216) 252-7300

(Registrant’s 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  ¨    No  x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨  Accelerated filer ¨
Non-accelerated filer x  (Do not check if a smaller reporting company)  Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

All of the outstanding capital stock of the registrant is held by Century Intermediate Holding Company. As of OctoberJuly 10, 2014,2015, 100 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.

 

 

 


AMERICAN GREETINGS CORPORATION

INDEX

 

 Page
Number
 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

 3  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 21  

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 3330  

Item 4. Controls and Procedures

 3330  

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

 35

Item 5.         Other Information

3531  

Item 6. Exhibits

 3632  

SIGNATURES

 3733  

EXHIBITS


PART I - I—FINANCIAL INFORMATION

Item 1. Financial Statements

Item 1.Financial Statements

AMERICAN GREETINGS CORPORATION

CONSOLIDATED STATEMENT OF INCOME

(Thousands of dollars)

 

  (Unaudited) 
  Three Months Ended Six Months Ended   (Unaudited)
Three Months Ended
 
  August 29,
2014
 August 30,
2013
 August 29,
2014
 August 30,
2013
   May 29, 2015 May 30, 2014 

Net sales

  $427,090   $413,667   $924,364   $904,212    $471,892   $497,274  

Other revenue

   5,335   6,754   11,645   13,512     1,551   6,310  
  

 

  

 

  

 

  

 

   

 

  

 

 

Total revenue

   432,425    420,421    936,009    917,724   473,443   503,584  

Material, labor and other production costs

   180,109    176,674    380,895    380,511   195,474   200,786  

Selling, distribution and marketing expenses

   165,834    155,007    338,093    325,346   163,759   172,259  

Administrative and general expenses

   66,850    82,684    136,145    153,764   58,221   69,295  

Other operating income – net

   (23,828  (961  (25,796  (4,279 (62,420 (1,968
  

 

  

 

  

 

  

 

   

 

  

 

 

Operating income

   43,460    7,017    106,672    62,382   118,409   63,212  

Interest expense

   9,255    5,433    18,249    9,745   8,113   8,994  

Interest income

   (30  (73  (141  (193 (99 (111

Other non-operating income – net

   (272  (4,025  (1,379  (5,398 (938 (1,107
  

 

  

 

  

 

  

 

   

 

  

 

 

Income before income tax expense

   34,507    5,682    89,943    58,228   111,333   55,436  

Income tax expense

   11,667    10,903    23,364    30,056   38,569   11,697  
  

 

  

 

  

 

  

 

   

 

  

 

 

Net income (loss)

  $22,840   $(5,221 $66,579   $28,172  

Net income

$72,764  $43,739  
  

 

  

 

  

 

  

 

   

 

  

 

 

See notes to consolidated financial statements (unaudited).

AMERICAN GREETINGS CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

(Thousands of dollars)

 

   (Unaudited) 
   Three Months Ended  Six Months Ended 
   August 29,
2014
  August 30,
2013
  August 29,
2014
  August 30,
2013
 

Net income (loss)

  $22,840   $(5,221 $66,579   $28,172  

Other comprehensive income (loss), net of tax:

     

Foreign currency translation adjustments

   (2,121  495    (255  (1,660

Pension and postretirement benefit adjustments

   137    440    114    817  

Unrealized loss on securities

   —      (5  —      (4
  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive (loss) income, net of tax

   (1,984  930    (141  (847
  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive income (loss)

  $20,856   $(4,291 $66,438   $27,325  
  

 

 

  

 

 

  

 

 

  

 

 

 
   (Unaudited)
Three Months Ended
 
   May 29, 2015  May 30, 2014 

Net income

  $72,764   $43,739  

Other comprehensive income (loss), net of tax:

   

Foreign currency translation adjustments

   (2,028  1,866  

Pension and postretirement benefit adjustments

   216    (23

Unrealized gain on equity securities

   44,610    —    
  

 

 

  

 

 

 

Other comprehensive income, net of tax

 42,798   1,843  
  

 

 

  

 

 

 

Comprehensive income

$115,562  $45,582  
  

 

 

  

 

 

 

See notes to consolidated financial statements (unaudited).

AMERICAN GREETINGS CORPORATION

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(Thousands of dollars except share and per share amounts)

 

  (Unaudited)   (Note 1)   (Unaudited) 
  August 29, 2014   February 28, 2014   August 30, 2013   (Unaudited)
May 29, 2015
   (Note 1)
February 28, 2015
 (Unaudited)
May 30, 2014
 

ASSETS

           

Current assets

           

Cash and cash equivalents

  $45,107    $63,963    $48,900    $42,806    $43,327   $64,990  

Trade accounts receivable, net

   93,460     97,925     95,492     124,966     102,339   134,185  

Inventories

   312,300     254,761     292,158     251,122     248,577   259,837  

Deferred and refundable income taxes

   45,170     46,996     50,989     44,790     45,976   43,862  

Assets held for sale

   —       35,529    —    

Prepaid expenses and other

   141,800     146,164     141,810     135,154     157,669   139,337  
  

 

   

 

   

 

   

 

   

 

  

 

 

Total current assets

   637,837     609,809     629,349   598,838   633,417   642,211  

Other assets

   517,783     542,766     435,037   575,673   431,838   537,453  

Deferred and refundable income taxes

   82,526     74,103     89,079   54,436   90,143   71,232  

Property, plant and equipment – at cost

   798,634     855,141     847,205   845,777   828,028   876,634  

Less accumulated depreciation

   437,435     479,376     467,680   457,773   447,731   491,621  
  

 

   

 

   

 

   

 

   

 

  

 

 

Property, plant and equipment – net

   361,199     375,765     379,525   388,004   380,297   385,013  
  

 

   

 

   

 

   

 

   

 

  

 

 
  $1,599,345    $1,602,443    $1,532,990  $1,616,951  $1,535,695  $1,635,909  
  

 

   

 

   

 

   

 

   

 

  

 

 

LIABILITIES AND SHAREHOLDER’S EQUITY

      

Current liabilities

      

Debt due within one year

  $20,000    $20,000    $15,000  $—    $—    $20,000  

Accounts payable

   124,282     120,568     122,874   103,708   133,135   103,701  

Accrued liabilities

   58,947     68,838     71,123   74,448   75,992   68,012  

Accrued compensation and benefits

   52,761     74,017     42,710   50,962   95,193   40,514  

Income taxes payable

   16,063     14,866     7,253   14,655   22,512   3,706  

Liabilities held for sale

 —     1,712   —    

Deferred revenue

   25,649     31,288     25,945   26,313   27,200   30,360  

Other current liabilities

   83,910     85,785     68,145   58,456   63,199   82,679  
  

 

   

 

   

 

   

 

   

 

  

 

 

Total current liabilities

   381,612     415,362     353,050   328,542   418,943   348,972  

Long-term debt

   525,590     539,114     563,480   463,469   472,729   596,702  

Other liabilities

   309,652     301,815     224,622   365,467   303,231   303,937  

Deferred income taxes and noncurrent income taxes payable

   12,760     18,705     21,912   14,585   11,466   13,270  

Shareholder’s equity

      

Common shares – par value $.01 per share:

      

100 shares issued and outstanding

   —       —       —    

Common shares – par value $.01 per share: 100 shares issued and outstanding

 —     —     —    

Capital in excess of par value

   240,000     240,000     240,000   240,000   240,000   240,000  

Accumulated other comprehensive income (loss)

   611     752     (17,980 18,395   (24,403 2,595  

Retained earnings

   129,120     86,695     147,906   186,493   113,729   130,433  
  

 

   

 

   

 

   

 

   

 

  

 

 

Total shareholder’s equity

   369,731     327,447     369,926   444,888   329,326   373,028  
  

 

   

 

   

 

   

 

   

 

  

 

 
  $1,599,345    $1,602,443    $1,532,990  $1,616,951  $1,535,695  $1,635,909  
  

 

   

 

   

 

   

 

   

 

  

 

 

See notes to consolidated financial statements (unaudited).

AMERICAN GREETINGS CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

(Thousands of dollars)

 

  (Unaudited) 
  Six Months Ended   (Unaudited)
Three Months Ended
 
  August 29, 2014 August 30, 2013   May 29, 2015 May 30, 2014 

OPERATING ACTIVITIES:

      

Net income

  $66,579   $28,172    $72,764   $43,739  

Adjustments to reconcile net income to cash flows from operating activities:

      

Stock-based compensation

   —     8,091  

Net gain on sale of AGI In-Store

   (38,803  —    

Net loss (gain) on disposal of fixed assets

   15,733   (113

Gain on sale of Strawberry Shortcake

   (61,666  —    

Net loss on disposal of fixed assets

   9   23  

Depreciation and intangible assets amortization

   30,499   26,230     13,993   15,222  

Clinton Cards secured debt recovery

   (3,390 (2,428   —     (3,390

Provision for doubtful accounts

   351   176     30   233  

Deferred income taxes

   (9,795 10,630     6,951   (441

Gain related to Party City investment

   —     (3,262

Other non-cash charges

   2,125   1,102     2,744   1,063  

Changes in operating assets and liabilities, net of acquisitions and dispositions:

      

Trade accounts receivable

   119   9,491     (23,034 (32,066

Inventories

   (76,582 (49,601   (3,473 (4,596

Other current assets

   (2,354 16,053     (2,306 2,618  

Receivable from parent and related parties

   (438 (13,983

Net payable/receivable with related parties

   (50 (76

Income taxes

   2,322   17,644     (2,584 (8,785

Deferred costs – net

   22,005   24,403     5,276   6,947  

Accounts payable and other liabilities

   (39,363 (39,718   (104,603 (58,499

Other – net

   2,715   1,182     (128 3,081  
  

 

  

 

   

 

  

 

 

Total Cash Flows From Operating Activities

   (28,277  34,069   (96,077 (34,927

INVESTING ACTIVITIES:

   

Property, plant and equipment additions

   (50,242  (31,977 (13,392 (22,194

Cash paid for acquired character property rights

 (2,800 —    

Proceeds from sale of fixed assets

   23,741    293   9   17  

Proceeds from sale of AGI In-Store

   73,659    —    

Adjustment to proceeds from sale of AGI In-Store

 (3,200 —    

Proceeds from sale of Strawberry Shortcake

 105,000   —    

Proceeds from surrender of corporate-owned life insurance policies

 24,068   —    

Net (borrowings)/repayments on loans to related parties

 (2,479 —    

Proceeds from Clinton Cards administration

   604    4,982   —     582  

Proceeds related to Party City investment

   —      12,105  
  

 

  

 

   

 

  

 

 

Total Cash Flows From Investing Activities

   47,762    (14,597 107,206   (21,595

FINANCING ACTIVITIES:

   

Proceeds from revolving line of credit and long-term borrowings

   261,000    205,036  

Repayments on revolving line of credit and long-term borrowings

   (265,500  (252,336

Proceeds from term loan

   —      339,250  

Proceeds from revolving line of credit

 94,150   168,000  

Repayments on revolving line of credit

 (40,450 (105,900

Repayments on term loan

   (10,000  —     (65,000 (5,000

Issuance, exercise or settlement of share-based payment awards

   —      (4,487

Tax benefit from share-based payment awards

   —      279  

Contribution from parent

   —      240,000  

Payments to shareholders to effect merger

   —      (568,303

Dividends to shareholders

   (24,154  (9,614

Financing fees

   —      (6,545
  

 

  

 

   

 

  

 

 

Total Cash Flows From Financing Activities

   (38,654  (56,720 (11,300 57,100  

EFFECT OF EXCHANGE RATE CHANGES ON CASH

   313    89   (350 449  
  

 

  

 

   

 

  

 

 

DECREASE IN CASH AND CASH EQUIVALENTS

   (18,856  (37,159

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 (521 1,027  

Cash and Cash Equivalents at Beginning of Year

   63,963    86,059   43,327   63,963  
  

 

  

 

   

 

  

 

 

Cash and Cash Equivalents at End of Period

  $45,107   $48,900  $42,806  $64,990  
  

 

  

 

   

 

  

 

 

See notes to consolidated financial statements (unaudited).

AMERICAN GREETINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Three and Six Months Ended AugustMay 29, 20142015 and AugustMay 30, 20132014

Note 1 – Basis of Presentation

The accompanying unaudited 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. On August 9, 2013, the Corporation completed a merger whereby the Corporation was acquired by Century Intermediate Holding Company, a company that was formed by the Chairman of the Board, the co-Chief Executive Officers of the Corporation and certain other members of the Weiss family and related entities (the “Merger”). As a result of the Merger, the Corporation’s equity is no longer publicly traded. As such, earnings per share information is not required.

The Corporation’s 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, 20142015 refers to the year ended February 28, 2014.2015. The Corporation’s subsidiary, AG Retail Cards Limited is consolidated on a one-month lag corresponding with its fiscal year-end of January 3130 for 2015.2016.

These interim financial statements should be read in conjunction with the Corporation’s financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended February 28, 2014,2015, from which the Consolidated Statement of Financial Position at February 28, 2014,2015, presented herein, has been derived.

The Corporation’s investments in less than majority-owned companies in which it has the ability to exercise significant influence over the operation and financial policies are accounted for using the equity method except when they qualify as variable interest entities (“VIE”) and the Corporation is the primary beneficiary, in which case, the investments are consolidated in accordance with Accounting Standards Codification (“ASC”) Topic 810 (“ASC 810”), “Consolidation.” Investments that do not meet the above criteria but have a readily determinable fair value are measured at fair value with unrealized gains and losses reported in other comprehensive income. Such investments that do not have a readily determinable fair value are accounted for under the cost method.

PriorThe Corporation provides limited credit support to the fourth quarter of 2014, the Corporation held an approximate 15% equity interest in Schurman Fine Papers (“Schurman”) which is a VIE as defined in ASC 810. Schurman owns and operates specialty card and gift retail stores in the United States and Canada. The stores are primarily located in malls and strip shopping centers. During the third quarter of 2014, the Corporation determined that, due to continued operating losses, shareholders’ deficit and lack of return on the Corporation’s investment, the cost method investment was permanently impaired. As a result, the Corporation recorded an impairment charge in the amount of $1.9 million which reduced the carrying amount of the investment to zero. In addition, during the fourth quarter of 2014, in order to mitigate ongoing risks to the Corporation that may arise from retaining an equity interest in Schurman, the Corporation transferred to Schurman its 15% equity interest and, as a result, no longer has an equity interest in Schurman.

The Corporation provides SchurmanThis limited credit support is provided through the provision of a liquidity guaranty (“Liquidity Guaranty”) in favor of the lenders under Schurman’s senior revolving credit facility (the “Senior Credit Facility”). Pursuant to the terms of the Liquidity Guaranty, the Corporation has guaranteed the repayment of up to $10.0 million of Schurman’s borrowings under the Senior Credit Facility to help ensure that Schurman has sufficient borrowing availability under this facility. The Liquidity Guaranty is required to be backed by a letter of credit for the term of the Liquidity Guaranty, which is currently anticipated to endexpires in July 2016.January 2019. The Corporation’s obligations under the Liquidity Guaranty generally may not be triggered unless Schurman’s lenders under its Senior Credit Facility have substantially completed the liquidation of the collateral under Schurman’s Senior Credit Facility, or 91 days after the liquidation is started, whichever is earlier, and will be limited to the deficiency, if any, between the amount owed and the amount collected in connection with the liquidation. There was no triggering event or liquidation of collateral as of AugustMay 29, 20142015 requiring the use of the Liquidity Guaranty.

During the current period, the Corporation assessed the variable interests in Schurman and determined that a third party holder of variable interests has the controlling financial interest in the VIE and thus, the third party, not the Corporation, is the primary beneficiary. In completing this assessment, the Corporation identified the activities that it considers most significant to the future economic success of the VIE and determined that it does not have the power to direct those activities. As such, Schurman is not consolidated in the Corporation’s results. The Corporation’s maximum exposure to loss as it relates to Schurman as of AugustMay 29, 20142015 includes:

 

Liquidity Guaranty of Schurman’s indebtedness of $10.0 million;

normal course of business trade and other receivables due from Schurman of $28.5$26.5 million, the balance of which fluctuates throughout the year due to the seasonal nature of the business; and

 

the retail store operating leases currently subleased to Schurman, the aggregate lease payments for the remaining life of which was $5.8 million, $7.1 million and $9.4$3.5 million as of AugustMay 29, 2014, February 28, 2014 and August 30, 2013, respectively.2015.

Prior Year Correction of Immaterial Errors

During the prior year first quarter, of 2015, the Corporation identified and corrected errors in the accounting for income taxes that related to the year ended February 28, 2014. These errors primarily related to the Corporation’s failure to consider all sources of available taxable income when assessing the need for a valuation allowance against certain deferred tax assets and the recognition of a liability for an uncertain tax position. These errors were the result of the significant complexity created as a result of the Merger and related transactions.going private transaction. The impact of correcting these items had a non-cash effect, decreasing tax expense and increasing net income by $4.1 million. Based on its evaluation as discussed more fully below, the Corporation concluded that the corrections to the financial statements were immaterial to its financial results for the yearyears ended February 28, 2014 and its expected financial results for the year ending February 28, 2015.

In accordance with ASC Topic 250, Accounting Changes and Error Corrections, the Corporation evaluated the effects of the errors on its financial statements for the yearyears ended February 28, 2014 and the expected full year financial results for the year ending February 28, 2015 and concluded that the results of operations for these periods arewere not materially misstated. In reaching its conclusion, the Corporation considered numerous qualitative and quantitative factors, including but not limited to the following:

 

In evaluating the financial and operational performance, the Corporation’s shareholder and debt holders focus on performance metrics such as earnings before interest, taxes, depreciation and amortization (“EBITDA”), operating income and cash flows from operations, none of which were impacted by the correction of the errors,

 

The numeric impact of the error on the Corporation’s results of operations, including the net dollar impact, the impact as a percentage of period earnings, the impact on financial trends, and the impact on non-GAAP measures such as adjusted operating income the Corporation presents in quarterly public debt holder conference calls, which were deemed immaterial, particularly in light of the Corporation’s stakeholders’ focus on EBITDA, operating income and cash flows from operations, and

 

The absence of any impact on the Corporation’s compliance with its debt covenants, management compensation or segment reporting.

Based on its evaluation, the Corporation concluded that it is not probable that the judgment of a reasonable person relying on the financial statements would have been changed or influenced by the error or correction of the error.

Note 2 – Seasonal Nature of Business

A significant portion of the Corporation’s 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 August 2014,April 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03 (“ASU 2015-03”), “Simplifying the Presentation of Debt Issuance Costs”. ASU 2015-03 requires that all costs incurred to issue debt be presented in the balance sheet as a direct reduction from the carrying value of the debt, similar to the presentation of debt discounts. ASU 2015-03 is effective for public business entities for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years, with early adoption permitted. The Corporation does not expect that the adoption of this standards update will have a material impact on its consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15, (“ASU 2014-15”), “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”. ASU 2014-15 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Corporation does not expect that the adoption of this standardstandards update will have a material effect onimpact its consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, (“ASU 2014-09”), “Revenue from Contracts with Customers”. The objective ofASU 2014-19 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of ASU 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. TheIn applying the new guidance, an entity will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. On July 9, 2015, the FASB agreed to delay the effective date of ASU 2014-09 by one year. In accordance with the agreed upon delay the new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 20162017 for public companies. Early adoption is permitted but not permitted. The standard permitsbefore annual periods beginning after December 15, 2016. Entities have the useoption of using either a full retrospective or modified retrospective (cumulative effect) transition method.approach to adopt ASU 2014-09. The Corporation is currently evaluating the new guidance and has not determined the impact this standard may have on its financial statements nor decided upon the method of adoption.

In April 2014, the FASB issued ASU No. 2014-08 (“ASU 2014-08”), “Reporting Discontinued OperationsNote 4 – Acquisitions and DisclosuresDispositions

Sale of Disposals of Components of an Entity.” ASU 2014-08 changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. Under the new guidance, a disposal of a component of an entity or a group of components of an entity is required to beStrawberry Shortcake

As reported in discontinued operations ifits Annual Report on Form 10-K for the disposal represents a strategic shift that has (or will have) a major effectyear ended February 28, 2015, the Corporation entered into an agreement to sell its Strawberry Shortcake property and related intangible assets and licensing agreements (“Strawberry Shortcake”) on an entity’s operationsFebruary 2, 2015. At February 28, 2015, the assets and financial results and is disposed of orliabilities related to the pending sale were classified as held for sale. The standard also introduces several new disclosures. The guidance applies prospectively to new disposalsIn March 2015, the sale was completed and new classifications of disposal groups as held for sale after the effective date. ASU 2014-08 is effective for annual and interim periods beginning after December 15, 2014, with early adoption permitted. The Corporation adopted ASU 2014-08 early on August 29, 2014 in connection with the disposition of A.G. Industries, Inc. See Note 4 for further information.

In July 2013, the FASB issued ASU No. 2013-11 (“ASU 2013-11”), “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” ASU 2013-11 requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date, the unrecognized tax benefit should be presented in the financial statements as a liability and not combined with deferred tax assets. ASU 2013-11 is effective for annual and interim periods beginning after December 15, 2013 for public companies, with early adoption permitted. The Corporation adopted ASU 2013-11 on March 1, 2014.

Note 4 – Dispositions

On July 1, 2014, the Corporation sold its current world headquarters location and entered into an operating lease arrangement with the new owner of the building. The Corporation expects to remain in this current location until the completion of the new world headquarters, which the Corporation anticipates will occur in calendar year 2016. Net of transaction costs, the Corporation received $13.5 million cash from the sale, and recorded a non-cash loss on disposal of $15.5$105.0 million in the Corporation’s second fiscal quarter, which loss iscash and recognized a gain of $61.7 million, subject to finalization of certain closing date estimates. The proceeds are included in “Other operating income – net”“Proceeds from sale of Strawberry Shortcake” within “Investing Activities” on the Consolidated Statement of Income.Cash Flows.

On August 29,Character Property Rights Acquisition

As reported in its Annual Report on Form 10-K for the year ended February 28, 2015, in order to secure complete control and ownership over the rights in certain character properties, including the Strawberry Shortcake property, that the Corporation previously granted to a third party (the “Character Property Rights”), on December 18, 2014, the Corporation paid $37.7 million to purchase these rights, and recorded the rights as indefinite-lived intangible assets. At February 28, 2015, approximately $26 million of this amount was classified as held for sale related to the expected sale of Strawberry Shortcake. In addition, under the agreement by which it acquired these rights, the Corporation agreed that in the event of a future sale of these Character Property Rights and the associated character properties, the Corporation will, depending on the proceeds of such sale, pay up to an additional $4.0 million of the proceeds that it receives from any such sale. Accordingly, as a result of the sale of the Strawberry Shortcake property described above, in March 2015, the Corporation made an additional payment in the amount of $2.8 million. This payment is included in “Cash paid for acquired character property rights” within “Investing Activities” on the Consolidated Statement of Cash Flows.

Sale of AGI In-Store

As reported in its Annual Report on Form 10-K for the year ended February 28, 2015, the Corporation completed the sale of its wholly-owned display fixtures business, A.G. Industries, Inc. (dba AGI In-Store, “AGI In-Store”), to Rock-Tenn Companyon August 29, 2014 for $73.7 million in cash, subject to closing date working capital adjustments. A gainIn March 2015, the working capital adjustments were finalized and a payment of $38.8$3.2 million has been recognized fromwas made to the sale in the Corporation’s second fiscal quarter andbuyer. This payment is included in “Other operating income – net”“Adjustment to proceeds from sale of AGI In-Store” within “Investing Activities” on the Consolidated Statement of Income. AGI In-Store, which isCash Flows.

Surrender of Certain Corporate-Owned Life Insurance Policies

As reported in its Annual Report on Form 10-K for the year ended February 28, 2015, the Corporation, in order to mitigate the ongoing risks to the Corporation that may arise from retaining certain corporate-owned life insurance policies, surrendered those policies during the prior year fourth quarter. In March 2015, in connection with the surrender of those policies, the Corporation received proceeds of $24.1 million. These proceeds are included in “Proceeds from surrender of corporate-owned life insurance policies” within “Investing Activities” on the non-reportable segment, had an operating lossConsolidated Statement of $2.2 million for the three month period ended August 29, 2014 and operating income of $0.1 million for the six month period ended August 29, 2014 ($8.2 million and $13.5 million of operating income for the three and six month periods ended August 30, 2013, respectively).Cash Flows.

Note 5 – Royalty Revenue and Related Expenses

The Corporation has agreements for licensing the Care Bears and Strawberry Shortcakecertain characters and other intellectual property. These license agreements provide for royalty revenue to the Corporation, which is recorded in “Other revenue” on the Consolidated Statement of Income. These license agreements may include the receipt of upfront advances, which are recorded as deferred revenue and earned during the period of the agreement. Revenues and expenses associated with the servicing of these agreements, primarily relating to the licensing activities included in the non-reportableNon-reportable segment, are summarized as follows:

 

  Three Months Ended   Six Months Ended   Three Months Ended 
(In thousands)  August 29,
2014
   August 30,
2013
   August 29,
2014
   August 30,
2013
   May 29, 2015   May 30, 2014 

Royalty revenue

  $4,923    $6,412    $10,861    $12,918    $1,129    $5,938  

Royalty expenses

        
  

 

   

 

 

Royalty expenses:

Material, labor and other production costs

  $1,491    $1,551    $3,035    $3,498  $934  $1,544  

Selling, distribution and marketing expenses

   1,699     1,936     3,275     3,184   703   1,576  

Administrative and general expenses

   309     441     781     901   367   472  
  

 

   

 

   

 

   

 

   

 

   

 

 
  $3,499    $3,928    $7,091    $7,583  $2,004  $3,592  
  

 

   

 

   

 

   

 

   

 

   

 

 

As disclosed in Note 4, the Corporation completed the sale of Strawberry Shortcake in March 2015. As such, royalty revenue and expenses related to Strawberry Shortcake for the prior year three month period do not have comparative amounts in the current year.

Note 6 – Other Income and Expense

Other Operating Income – Net

 

   Three Months Ended  Six Months Ended 
(In thousands)  August 29,
2014
  August 30,
2013
  August 29,
2014
  August 30,
2013
 

Gain on sale of AGI In-Store

  $(38,803 $—     $(38,803 $—    

Clinton Cards secured debt recovery

   —      (428  (3,390  (2,428

Loss (gain) on asset disposal

   15,710    122    15,733    (113

Miscellaneous

   (735  (655  664    (1,738
  

 

 

  

 

 

  

 

 

  

 

 

 

Other operating income – net

  $(23,828 $(961 $(25,796 $(4,279
  

 

 

  

 

 

  

 

 

  

 

 

 

   Three Months Ended 
(In thousands)  May 29, 2015   May 30, 2014 

Gain on sale of Strawberry Shortcake

  $(61,666  $—    

Clinton Cards secured debt recovery

   —       (3,390

Loss on asset disposal

   9     23  

Miscellaneous

   (763   1,399  
  

 

 

   

 

 

 

Other operating income – net

$(62,420$(1,968
  

 

 

   

 

 

 

During the quarter ended August 29, 2014,In March 2015, the Corporation recognized a gain onof $61.7 million in connection with the sale of AGI In-Store of $38.8 million. The cash proceeds of $73.7 million from the sale are included in “Proceeds from sale of AGI In-Store” on the Consolidated Statement of Cash Flows.Strawberry Shortcake. See Note 4 for further information.

“Loss (gain) on asset disposal” during

During the three and six month periodsmonths ended August 29,May 30, 2014, included a non-cash loss of $15.5 million related to the sale of the Corporation’s current world headquarters location. The cash proceeds of $13.5 million are included in “Proceeds from sale of fixed assets” on the Consolidated Statement of Cash Flows. See Note 4 for further information.

During the first quarter of 2015, the Corporation recorded an impairment recovery of $3.4 million related to the senior secured debt of Clinton Cards that the Corporation acquired in May 2012 and subsequently impaired. This recovery, which was based on current estimated recovery information provided by the bankruptcy administrators of the Clinton Cards liquidation (“Administrators”), represents the final amount of a full recovery of the prior impairment. The liquidation process is expected to be completed during fiscal 2015.

During the three and six month periods ended August 30, 2013 the impairment of the secured debt of Clinton Cards, based on updated recovery information provided by the Administrators, was also adjusted, resulting in a gain of $0.4 million and $2.4 million, respectively.

Other Non-Operating Income – Net

 

   Three Months Ended  Six Months Ended 
(In thousands)  August 29,
2014
  August 30,
2013
  August 29,
2014
  August 30,
2013
 

Gain related to Party City investment

  $—     $(3,262 $—     $(3,262

Foreign exchange gain

   (63  (360  (523  (1,275

Rental income

   (216  (402  (755  (886

Miscellaneous

   7    (1  (101  25  
  

 

 

  

 

 

  

 

 

  

 

 

 

Other non-operating income – net

  $(272 $(4,025 $(1,379 $(5,398
  

 

 

  

 

 

  

 

 

  

 

 

 

During the three months ended August 30, 2013, the Corporation recognized a gain totaling $3.3 million related to a cash distribution on its minority investment in the common stock of Party City Holdings, Inc. (“Party City”).

   Three Months Ended 
(In thousands)  May 29, 2015   May 30, 2014 

Foreign exchange gain

  $(784  $(460

Rental income

   (152   (539

Miscellaneous

   (2   (108
  

 

 

   

 

 

 

Other non-operating income – net

$(938$(1,107
  

 

 

   

 

 

 

Note 7 – Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) are as follows.

 

(In thousands)  Foreign
Currency
Translation
Adjustments
  Pensions and
Other
Postretirement
Benefits
  Total 

Balance at February 28, 2014

  $25,139   $(24,387 $752  

Other comprehensive loss before reclassifications

   (255  (113  (368

Amounts reclassified from accumulated other comprehensive income (loss)

   —      227    227  
  

 

 

  

 

 

  

 

 

 

Net current period other comprehensive income (loss)

   (255  114    (141
  

 

 

  

 

 

  

 

 

 

Balance at August 29, 2014

  $24,884   $(24,273 $611  
  

 

 

  

 

 

  

 

 

 

(In thousands)  Foreign
Currency
Translation
Adjustments
   Pensions and
Other
Postretirement
Benefits
   Unrealized
Investment
Gain
   Total 

Balance at February 28, 2015

  $1,836    $(26,239  $—      $(24,403

Other comprehensive income (loss) before reclassifications

   (2,028   (22   44,610     42,560  

Amounts reclassified from accumulated other comprehensive income (loss)

   —       238     —       238  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net current period other comprehensive income (loss)

 (2,028 216   44,610   42,798  
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at May 29, 2015

$(192$(26,023$44,610  $18,395  
  

 

 

   

 

 

   

 

 

   

 

 

 

The reclassifications out of accumulated other comprehensive income (loss) are as follows.follows:

 

(In thousands)  Six Months Ended
August 29, 2014
 

Consolidated Statement of Income

Classification

  Three Months Ended
May 29, 2015
 

Consolidated Statement of Income
Classification

Amortization of pension and other postretirement benefits items

   

Pensions and Postretirement Benefits:

   

Amortization of pensions and other postretirement benefits items

   

Actuarial losses, net

  $(976 Administrative and general expenses  $(548 Administrative and general expenses

Prior service credit, net

   647   Administrative and general expenses   174   Administrative and general expenses
  

 

    

 

  
   (329  (374

Tax benefit

   102   Income tax expense 136  Income tax expense
  

 

    

 

  

Total, net of tax

   (227  (238
  

 

    

 

  

Total reclassifications

  $(227 $(238
  

 

    

 

  

As reported in its Annual Report on Form 10-K for the year ended February 28, 2015, the Corporation held a minority investment in the common stock of a privately held company which was classified as available for sale and accounted for under the cost method due to the Corporation’s inability to exercise significant influence over the investee’s operating and financial policies and the absence of a readily determinable fair value for its investment. At February 28, 2015, the carrying value of this investment was zero as a result of a cash distribution in 2014 that included a return of capital. During the three months ended May 29, 2015, the investee successfully completed an initial public offering of its common stock and thereby established a readily determinable fair value for the Corporation’s previously nonmarketable investment. In accordance with ASC Topic 320, “Investments – Debt and Equity Securities,” the investment is now reported at fair value and is included in “Other assets” on the Corporation’s Consolidated Statement of Financial Position. See Note 14 for further information. As a result of the initial fair value measurement at May 29, 2015, an unrealized gain, net of tax, of $44.6 million was recognized in other comprehensive income.

Note 8 – Customer Allowances and Discounts

Trade accounts receivable isare reported net of certain allowances and discounts. The most significant of these are as follows:

 

(In thousands)  August 29, 2014   February 28, 2014   August 30, 2013   May 29, 2015   February 28, 2015   May 30, 2014 

Allowance for seasonal sales returns

  $18,147    $26,613    $17,612    $20,026    $18,895    $23,214  

Allowance for outdated products

   10,863     9,692     12,230     10,547     11,074     10,313  

Allowance for doubtful accounts

   1,612     2,488     3,484     1,603     1,730     2,115  

Allowance for marketing funds

   28,836     28,277     27,451     26,373     26,841     33,027  

Allowance for rebates

   27,425     27,369     24,238     24,828     34,214     29,236  
  

 

   

 

   

 

   

 

   

 

   

 

 
  $86,883    $94,439    $85,015  $83,377  $92,754  $97,905  
  

 

   

 

   

 

   

 

   

 

   

 

 

Certain customer allowances and discounts are settled in cash. These accounts, primarily rebates, which are classified as “Accrued liabilities” on the Consolidated Statement of Financial Position, totaled $12.5$14.6 million, $16.5$17.0 million and $13.2$14.6 million as of AugustMay 29, 2014,2015, February 28, 20142015 and AugustMay 30, 2013,2014, respectively.

Note 9 – Inventories

 

(In thousands)  August 29, 2014   February 28, 2014   August 30, 2013   May 29, 2015   February 28, 2015   May 30, 2014 

Raw materials

  $15,304    $20,915    $28,080    $18,271    $14,809    $27,109  

Work in process

   11,892     8,093     12,021     11,310     7,578     12,774  

Finished products

   359,219     287,481     317,762     294,217     297,899     284,415  
  

 

   

 

   

 

   

 

   

 

   

 

 
   386,415     316,489     357,863   323,798   320,286   324,298  

Less LIFO reserve

   83,493     82,140     84,639   81,314   80,755   82,746  
  

 

   

 

   

 

   

 

   

 

   

 

 
   302,922     234,349     273,224   242,484   239,531   241,552  

Display materials and factory supplies

   9,378     20,412     18,934   8,638   9,046   18,285  
  

 

   

 

   

 

   

 

   

 

   

 

 
  $312,300    $254,761    $292,158  $251,122  $248,577  $259,837  
  

 

   

 

   

 

   

 

   

 

   

 

 

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.

Inventory held on location for retailers with scan-based trading arrangements, which is included in finished products, totaled $70.8$71.8 million, $66.8$66.9 million and $63.9$76.2 million as of AugustMay 29, 2014,2015, February 28, 2015 and May 30, 2014, and August 30, 2013, respectively.

Note 10 – Deferred Costs

Deferred costs and future payment commitments for retail supply agreements are included in the following financial statement captions:

 

(In thousands)  August 29, 2014 February 28, 2014 August 30, 2013   May 29, 2015   February 28, 2015   May 30, 2014 

Prepaid expenses and other

  $90,496   $100,282   $84,368    $95,001    $98,061    $93,125  

Other assets

   403,920   428,090   314,136     429,532     364,311     420,358  
  

 

  

 

  

 

   

 

   

 

   

 

 

Deferred cost assets

   494,416    528,372    398,504   524,533   462,372   513,483  

Other current liabilities

   (82,422  (84,860  (63,881 (53,530 (59,018 (81,154

Other liabilities

   (141,102  (149,190  (86,777 (177,133 (104,127 (144,762
  

 

  

 

  

 

   

 

   

 

   

 

 

Deferred cost liabilities

   (223,524  (234,050  (150,658 (230,663 (163,145 (225,916
  

 

  

 

  

 

   

 

   

 

   

 

 

Net deferred costs

  $270,892   $294,322   $247,846  $293,870  $299,227  $287,567  
  

 

  

 

  

 

   

 

   

 

   

 

 

The Corporation maintains an allowance for deferred costs related to supply agreements of $3.1$2.2 million, $4.1$2.3 million and $6.5$3.6 million at AugustMay 29, 2014,2015, February 28, 20142015 and AugustMay 30, 2013,2014, respectively. This allowance is included in “Other assets” on the Consolidated Statement of Financial Position.

Note 11 – Other Liabilities

Included in “Other liabilities” on the Consolidated Statement of Financial Position is a deferred lease obligation related to an operating lease with H L & L Property Company (“H L & L”), for a building that will function as the future use of American GreetingsCorporation’s world headquarters. The building is currently being constructed and expected to be available for occupancy in calendar year 2016.

H L & L is an indirect affiliate of American Greetingsthe Corporation as it is indirectly owned by members of the Weiss family.Family (as defined in Note 17). Due to, among other things, the Corporation’s involvement in the construction of the building, the Corporation is required to be treated, for accounting purposes only, as the “deemed owner” of the new world headquarters building during the construction period. Accordingly, the Corporation has recorded an asset and associated offsetting liability during the construction of the building, even though the Corporation does not own the asset and is not the obligor on the corresponding construction debt. As of August 29, 2014, theThe asset and corresponding liability was $14.8 million.$39.3 million, $31.7 million and $0.9 million as of May 29, 2015, February 28, 2015 and May 30, 2014, respectively. See Note 17 for further information.

Note 12 – Debt

There was no debt due within one year as of May 29, 2015 and February 28, 2015. Debt due within one year totaled $20,000 as of May 30, 2014, which representsrepresented the current maturity of the term loan, totaled $20.0 million as of both August 29, 2014 and February 28, 2014 and $15.0 million as of August 30, 2013.loan.

Long-term debt and their related calendar year due dates as of AugustMay 29, 2014,2015, February 28, 20142015 and AugustMay 30, 2013,2014, respectively, were as follows:

 

(In thousands)  August 29, 2014 February 28, 2014 August 30, 2013   May 29, 2015   February 28, 2015   May 30, 2014 

Term loan, due 2019

  $330,000   $340,000   $350,000    $185,000    $250,000    $335,000  

7.375% senior notes, due 2021

   225,000   225,000   225,000     225,000     225,000     225,000  

Revolving credit facility, due 2018

   —     4,500   13,900     58,000     4,300     66,600  

6.10% senior notes, due 2028

   181   181   181     181     181     181  

Unamortized financing fees

   (9,591 (10,567 (10,601   (4,712   (6,752   (10,079
  

 

  

 

  

 

   

 

   

 

   

 

 
   545,590    559,114    578,480   463,469   472,729   616,702  

Current portion of term loan

   (20,000  (20,000  (15,000 —     —     (20,000
  

 

  

 

  

 

   

 

   

 

   

 

 
  $525,590   $539,114   $563,480  $463,469  $472,729  $596,702  
  

 

  

 

  

 

   

 

   

 

   

 

 

At AugustMay 29, 2014,2015, the balances outstanding on the term loan facility and revolving credit facility bear interest at a rate of approximately 4.0%.2.7% and 2.9%, respectively. The revolving credit facility provides the Corporation with funding of up to $250 million. The Corporation is also a party to an accounts receivable facility that provides funding of up to $50 million, of additional funding. Thereunder which there were no amountsborrowings outstanding under the accounts receivable facility as of AugustMay 29, 2014,2015, February 28, 20142015 and AugustMay 30, 2013,2014, respectively. Outstanding letters of credit, which reduce the total credit available under the revolving credit and the accounts receivable facilities, totaled $27.7$26.4 million at May 29, 2015.

In March 2015 the Corporation made a voluntary prepayment of $65.0 million on the term loan facility, thereby eliminating all future quarterly installment payments prior to this facility’s August 9, 2019 maturity date. During the three months ended May 29, 2014.2015, the Corporation expensed an additional $1.8 million of unamortized financing fees as a result of the prepayment.

The total fair value of the Corporation’s publicly traded debt, which was considered a Level 1 valuation as it was based on quoted market prices, was $240.3$238.6 million (at a carrying value of $225.2 million), $234.7$238.2 million (at a carrying value of $225.2 million) and $222.9$236.4 million (at a carrying value of $225.2 million) at AugustMay 29, 2014,2015, February 28, 20142015 and AugustMay 30, 2013,2014, respectively.

The total fair value of the Corporation’s non-publicly traded debt, which was considered a Level 2 valuation as it was based on comparable privately traded debt prices, was $330.0$242.5 million (at a principal carrying value of $330.0$243.0 million), $344.5$251.8 million (at a principal carrying value of $344.5$254.3 million), and $363.9$401.6 million (at a principal carrying value of $363.9$401.6 million) at AugustMay 29, 2014,2015, February 28, 20142015 and AugustMay 30, 2013,2014, respectively.

On August 8, 2014, the Corporation amended its accounts receivable facility. The amendment modified the accounts receivable facility to, among other things: (i) extend the scheduled termination date to August 7,At May 29, 2015, and (ii) reduce the fees associated with this facility.

Subsequent to the end of the second quarter, the Corporation amended the Credit Agreement which provides for the term loan facility and revolving credit facility. The amendment modifies the Credit Agreement to, among other things: (i) reduce the interest rates applicable to the term loan and revolving loans, (ii) eliminate the LIBOR floor interest rate used in the determination of interest charged on Eurodollar revolving loans, (iii) reduce the commitment fee applicable to unused revolving commitments and (iv) reset the usage term of the general restricted payment basket with effect from September 5, 2014.

At August 29, 2014, the Corporation was in compliance with the financial covenants under its borrowing agreements.

Note 13 – Retirement Benefits

The components of periodic benefit cost for the Corporation’s defined benefit pension and postretirement benefits plans are as follows:

 

   Defined Benefit Pension Plans 
   Three Months Ended  Six Months Ended 
   August 29,  August 30,  August 29,  August 30, 
(In thousands)  2014  2013  2014  2013 

Service cost

  $145   $320   $289   $640  

Interest cost

   1,846    1,736    3,683    3,478  

Expected return on plan assets

   (1,628  (1,567  (3,251  (3,141

Amortization of prior service cost

   1    51    2    102  

Amortization of actuarial loss

   720    913    1,426    1,830  
  

 

 

  

 

 

  

 

 

  

 

 

 
  $1,084   $1,453   $2,149   $2,909  
  

 

 

  

 

 

  

 

 

  

 

 

 
   Postretirement Benefits 
   Three Months Ended  Six Months Ended 
   August 29,  August 30,  August 29,  August 30, 
(In thousands)  2014  2013  2014  2013 

Service cost

  $100   $137   $200   $275  

Interest cost

   675    612    1,350    1,225  

Expected return on plan assets

   (700  (762  (1,400  (1,525

Amortization of prior service credit

   (325  (325  (650  (650

Amortization of actuarial gain

   (225  (212  (450  (425
  

 

 

  

 

 

  

 

 

  

 

 

 
  $(475 $(550 $(950 $(1,100
  

 

 

  

 

 

  

 

 

  

 

 

 

   Defined Benefit Pension Plans   Postretirement Benefits Plan 
   Three Months Ended   Three Months Ended 
(In thousands)  May 29, 2015   May 30, 2014   May 29, 2015   May 30, 2014 

Service cost

  $159    $144    $125    $100  

Interest cost

   1,558     1,837     525     675  

Expected return on plan assets

   (1,668   (1,623   (675   (700

Amortization of prior service cost (credit)

   1     1     (175   (325

Amortization of actuarial loss (gain)

   848     706     (300   (225
  

 

 

   

 

 

   

 

 

   

 

 

 
$898  $1,065  $(500$(475
  

 

 

   

 

 

   

 

 

   

 

 

 

The Corporation has a discretionary profit-sharing plan with a 401(k) provision covering most of its United States employees. The profit-sharing plan expense for the sixthree months ended AugustMay 29, 20142015 was $5.5$1.7 million, compared to $4.5$4.1 million in the prior year period. The Corporation also matches a portion of 401(k) employee contributions. The expensesexpense recognized for the three and six month periods ended August 29, 2014 were $1.3 million and $2.6 million ($1.4 million and $2.7401(k) match was $1.2 million for the three and six month periodsperiod ended August 30, 2013), respectively.May 29, 2015, compared to $1.3 million for the prior year period. The profit-sharing plan and 401(k) matching expenses for the sixthree month periods are estimates as actual contributions are determined after fiscal year-end.

At AugustMay 29, 2014,2015, February 28, 20142015 and AugustMay 30, 2013,2014, the liability for postretirement benefits other than pensions was $19.7$18.5 million, $17.9$17.5 million and $17.6$18.7 million, respectively, and is included in “Other liabilities” on the Consolidated Statement of Financial Position. At AugustMay 29, 2014,2015, February 28, 20142015 and AugustMay 30, 2013,2014, the long-term liability for pension benefits was $74.5$80.3 million, $77.3$81.9 million and $81.1$76.0 million, respectively, and is included in “Other liabilities” on the Consolidated Statement of Financial Position.

Note 14 – Fair Value Measurements

Assets and liabilities measured at fair value are classified using the fair value hierarchy based upon the transparency of inputs as of the measurement date. The classification of fair value measurements within the hierarchy is based upon the lowest level of input that is significant to the measurement. The three levels are defined as follows:

 

Level 1 – Valuation is based upon quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2 – Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

Level 3 – Valuation is based upon unobservable inputs that are significant to the fair value measurement.

The following table summarizes the financial assets and liabilities measured at fair value as of AugustMay 29, 2014:2015:

 

(In thousands)    August 29, 2014     Level 1   Level 2   Level 3   May 29, 2015   Level 1   Level 2   Level 3 

Assets measured on a recurring basis:

                

Deferred compensation plan assets

  $12,516    $10,599    $1,917    $—      $12,484    $11,035    $1,449    $—    

Investment in equity securities

   73,080     73,080     —       —    
  

 

   

 

   

 

   

 

 
$85,564  $84,115  $1,449  $—    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Liabilities measured on a recurring basis:

        

Deferred compensation plan liabilities

  $13,429    $10,599    $2,830    $—    $13,448  $11,035  $2,413  $—    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

The following table summarizes the assets and liabilities measured at fair value as of February 28, 2014:2015:

 

(In thousands)  February 28, 2014   Level 1   Level 2   Level 3   February 28, 2015   Level 1   Level 2   Level 3 

Assets measured on a recurring basis:

            

Deferred compensation plan assets

  $12,285    $10,289    $1,996    $—      $12,745    $10,997    $1,748    $—    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Liabilities measured on a recurring basis:

      

Deferred compensation plan liabilities

  $13,230    $10,289    $2,941    $—    $13,412  $10,997  $2,415  $—    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

The following table summarizes the assets and liabilities measured at fair value as of AugustMay 30, 2013:2014:

 

(In thousands)    August 30, 2013     Level 1   Level 2   Level 3 

Assets measured on a recurring basis:

        

Deferred compensation plan assets

  $11,096    $8,545    $2,551    $—    
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities measured on a recurring basis:

        

Deferred compensation plan liabilities

  $11,096    $8,545    $2,551    $—    
  

 

 

   

 

 

   

 

 

   

 

 

 

(In thousands)  May 30, 2014   Level 1   Level 2   Level 3 

Assets measured on a recurring basis:

        

Deferred compensation plan assets

  $12,218    $10,243    $1,975    $—    
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities measured on a recurring basis:

Deferred compensation plan liabilities

$13,214  $10,243  $2,971  $—    
  

 

 

   

 

 

   

 

 

   

 

 

 

The deferred compensation plan includes investments in mutual funds and a money market fund. Assets held in mutual funds are recorded at fair value, which is considered a Level 1 valuation as it is based on each fund’s quoted market value per share in an active market. The money market fund is classified as Level 2 as substantially all of the fund’s investments are determined using amortized cost. The fair value of the deferred compensation plan liabilities is based on the fair value of: (i) the plan’s assets for invested deferrals and (ii) hypothetical investments for unfunded deferrals resulting from the conversion of deferred restricted stock units to future cash-settled obligations pursuant to the Merger. Prior to the Merger, the assets and related obligation associated with deferred restricted stock units were carried at costdeferrals.

The investment in equity and offset each other.securities is considered a Level 1 valuation as it is based on a quoted price in an active market.

Note 15 – Contingency

The Corporation is presently involved in various judicial, administrative, regulatory and arbitration proceedings concerning matters arising in the ordinary course of business, including but not limited to, employment, commercial disputes and other contractual matters, one of which is described below.matters. These matters are inherently subject to many uncertainties regarding the possibility of a loss to the Corporation. These uncertainties will ultimately be resolved when one or more future events occur or fail to occur, confirming the incurrence of a liability or reduction of a liability. In accordance with ASC Topic 450, “Contingencies,” the Corporation accrues for these contingencies by a charge to income when it is both probable that one or more future events will occur confirming the fact of a loss and the amount of the loss can be reasonably estimated. Due to this uncertainty, the actual amount of any loss may ultimately prove to be larger or smaller than the amounts reflected in the Corporation’s Consolidated Financial Statements. Some of these proceedings are at preliminary stages and some of these cases seek an indeterminate amount of damages.

Al Smith et al. v. American Greetings Corporation.On June 4, 2014, Al Smith and Jeffrey Hourcade, former fixture installation crew members for special projects, individually and on behalf of those similarly situated, filed a putative class action lawsuit against American Greetings Corporation in the U.S. District Court for the Northern District of California, San Francisco Division. Plaintiffs claim that the Corporation violated certain rules under the Fair Labor Standards Act and California law, including the California Labor Code and Industrial Welfare Commission Wage Orders. For themselves and the proposed classes, plaintiffs seek an unspecified amount of general and special damages, including but not limited to minimum wages, agreed upon wages and overtime wages, statutory liquidated damages, statutory penalties (including penalties under the California Labor Code Private Attorney General Act of 2004 (“PAGA”), unpaid benefits, reasonable attorneys’ fees and costs, and interest.interest). In addition, plaintiffs request disgorgement of all funds the Corporation acquired by means of any act or practice that constitutes unfair competition and restoration of such funds to the plaintiffs and the proposed classes. On November 6, 2014, plaintiffs filed a Second Amended Complaint to add claims for reimbursement of business expenses and failure to provide meal periods in violation of California Law and on December 12, 2014, amended their PAGA notice to include the newly added claims.

AlthoughOn January 20, 2015, the parties reached a settlement in principle that, if approved by the Court, will fully and finally resolve the claims brought by Smith and Hourcade, as well as the classes they seek to represent. The settlement was a product of extensive negotiations and a private mediation, which was finalized and memorialized in a Stipulation and Class Action Settlement Agreement signed March 30, 2015. The proposed settlement establishes a settlement fund of $4.0 million to pay claims from current and former employees who worked at least one day for American Greetings Corporation and/or certain of its subsidiaries in any hourly non-exempt position in California between June 4, 2010 and the date of the Court’s preliminary approval of the settlement.

On March 31, 2015, plaintiffs filed a Motion for Preliminary Approval of Class Action Settlement. On April 30, 2015, plaintiffs filed their Third Amended Complaint to which American Greetings Corporation filed its answer on May 19, 2015. On April 30, 2015, the Court held a preliminary approval hearing. If the settlement is preliminarily approved, notice and claim forms will be mailed to class members and class members will have an opportunity to submit claims, to opt-out of the settlement, and/or to object to the settlement. As part of a Preliminary Approval Order, the Court will set a Final Approval Hearing to occur after the notice process, at which point the Court will consider the notice process and results, any objections, and other relevant information. The Court will then decide whether to finally approve the class settlement. If the settlement is finally approved, American Greetings will fund the settlement within twenty (20) days after passage of all appeal periods. Thereafter, the settlement funds will be disbursed as provided in the settlement agreement and the Court’s orders.

Michael Ackerman v. American Greetings Corporation, et al. On March 6, 2015, plaintiff Michael Ackerman, individually and on behalf of others similarly situated, filed a putative class action lawsuit in the United States District Court of New Jersey alleging violation of the Telephone Consumer Protection Act (“TCPA”) by American Greetings Corporation and its subsidiary, AG Interactive, Inc. The plaintiff claims that defendants (1) sent plaintiff an unsolicited text message notifying plaintiff that he had received an ecard; and (2) knowingly and/or willfully violated the TCPA, which prohibits unsolicited automated or prerecorded telephone calls, including faxes and text messages, sent to cellular telephones. Plaintiff seeks to certify a nationwide class based on unsolicited text messages sent by defendants during the period February 8, 2011 through February 8, 2015. The plaintiff seeks damages in the statutory amount of $500 for each and every violation of the TCPA and $1,500 for each and every willful violation of the TCPA. The Corporation believes the plaintiff’s allegations in this lawsuit are without merit and intends to defend the action vigorously.

With respect to the Ackerman case, management is unable to estimate a range of reasonably possible losses as (i) the aggregate damages have not been specified, (ii) the proceeding is in the early stages, and(iii) there is uncertainty as to the outcome of anticipated motions, and/or (iv) there are significant factual issues to be resolved,resolved. However, management does not believe, based on currently available information, that the outcome of this proceeding will have a material adverse effect on the Corporation’s business, consolidated financial condition,position or results of operations, although the outcome could be material to the Corporation’s operating results for any particular period, depending, in part, upon the operating results for such period. Please refer to Item 1. Legal Proceedings included in Part II – Other Information of this Form 10-Q for a description of the Smith and Hourcade lawsuit.

Note 16 – Income Taxes

The Corporation’s provision for income taxes in interim periods is computed by applying its estimated annual effective tax rate against income before income tax expense for the period. In addition, non-recurring or discrete items are recorded during the period in which they occur. The magnitude of the impact that discrete items have on the Corporation’s quarterly effective tax rate is dependent on the level of income in the period. The effective tax rate was 33.8%34.6% and 26.0%21.1% for the three month periods ended May 29, 2015 and six months ended August 29,May 30, 2014, respectively, and 191.9% and 51.6% for the three and six months ended August 30, 2013, respectively. The lower than statutory rate for the current periodthree months ended May 29, 2015 is primarily related to the domestic production activities deduction, tax treatment of corporate-owned life insurance and lower tax rates in foreign jurisdictions partially offset by state income tax rates on U.S. income, net of federal benefit. The lower than statutory rate for the three months ended May 30, 2014 was due primarily to both the recording of a net $3.1 million federal tax refund and related interest attributable to fiscal 2000 and the error corrections identified in the current year first quarter and recorded in accordance with ASC Topic 250, Accounting Changes and Error Corrections. The net impact of the error corrections was a reduction to income tax expense of $4.1 million. During the first quarter of fiscal 2015,three months ended May 30, 2014, the Corporation identified and corrected errors in the accounting for income taxes that related to the year ended February 28, 2014. These errors primarily related to the Corporation’s failure to consider all sources of available taxable income when assessing the need for a valuation allowance against certain deferred tax assets and the recognition of a liability for an uncertain tax position. These errors were the result of the significant complexity created as a result of the Merger and related transactionsgoing private transaction in fiscal 2014. See

As discussed in Note 1 for further information. The higher than statutory rate7, the Corporation recorded an adjustment to mark to market the value of one of its investments as of May 29, 2015. As a result, a decrease in the prior periodCorporation’s deferred tax assets in the amount of $28.5 million was due primarily torecognized in other comprehensive income during the recording of an $8.0 million valuation allowance against certain net operating loss and foreign tax credit carryforwards which the Corporation believed at the time would expire unused as a result of the Merger.quarter.

At AugustMay 29, 2014,2015, the Corporation had unrecognized tax benefits of $20.5$21.7 million that, if recognized, would have a favorable effect on the Corporation’s income tax expense of $18.0$19.5 million. During the six months ended August 29, 2014, the Corporation’s unrecognized tax benefits increased $1.4 million. The net increase was primarily a result of the error correction related to the uncertain tax position as discussed above which resulted in an increase of approximately $2.4 million partially offset by decreases of approximately $1.0 million due to the favorable settlement of certain state audits. It is reasonably possible that the Corporation’s unrecognized tax positions as of AugustMay 29, 20142015 could decrease $2.5$2.3 million during the next twelve months due to anticipated settlements and resulting cash payments related to tax years which are open to examination.

The Corporation recognizes interest and penalties accrued on unrecognized tax benefits and refundable income taxes as a component of income tax expense. During the sixthree months ended AugustMay 29, 2014,2015, the Corporation recognized a net benefitexpense of $2.1$0.2 million for interest and penalties on unrecognized tax benefits and refundable income taxes. As of AugustMay 29, 2014,2015, the total amount of gross accrued interest and penalties related to unrecognized tax benefits less refundable income taxes was a net payable of $2.2$3.0 million.

The Corporation is subject to examination by the IRSInternal Revenue Service for tax years 2010 to the present and various U.S. state and local jurisdictions for tax years 2001 to the present. The Corporation is also subject to tax examination in various international tax jurisdictions, including Canada, the United Kingdom, Australia, Italy, Mexico and New Zealand for tax years 2006 to the present.

Note 17 – Related Party Information

World headquarters relocation

In May 2011, the Corporation announced that it will be relocating its world headquarters to a new location in the City of Westlake, Ohio, in a mixed-use development known as Crocker Park (the “Crocker Park Development”), which offers a vibrant urban setting, with retail stores and restaurants, offices and apartments. After putting the project on hold pending the outcome of the going private transaction, the Corporation announced plans in October 2013 to resume the project and, on March 26, 2014, the Corporation purchased from Crocker Park, LLC, the owner of the Crocker Park Development, 14.48 acres of land at the south end of the Crocker Park Development (the “Crocker Park Site”) on which the new world headquarters will be built. The purchase price for the land was $7.4 million (based on a per acre price of $510 thousand). Morry Weiss, the Chairman of the board of the Corporation,

Zev Weiss and Jeffrey Weiss, directors and the Co-Chief Executive Officers of the Corporation, and Gary and Elie Weiss, directors and non-executive officers of the Corporation, together with members of their family (collectively, the “Weiss Family”), indirectly own a minority stake in Crocker Park, LLC through their indirect ownership of approximately 37% of the membership interests in Crocker Park, LLC. In addition, Morry Weiss and other members of the Weiss Family have guaranteed certain of Crocker Park, LLC’s obligations, and are expected to guarantee additional obligations of Crocker Park, LLC, incurred in connection with the Crocker Park Development. The authority to conduct, manage and control the business of Crocker Park, LLC, including operating the Crocker Park Development and the decision whether to sell the Crocker Park Site to American Greetings, was reserved to the manager of Crocker Park, LLC, who is not an affiliate of the Weiss Family and thatwho is an affiliate of Stark Enterprises, Inc.

The Corporation is leasing a portion of the Crocker Park Site to H L & L, which will construct the new world headquarters on the Crocker Park Site and sublease the new world headquarters back to the Corporation. The Corporation has also entered into an operating lease with H L & L for the use of the new world headquarters building, anticipated to be available for occupancy in calendar year 2016. The initial lease term is fifteen years and will begin upon occupancy. The annual rent is expected to be approximately $9.5 million. Furthermore, due to the Corporation’s need for incremental space, H L & L is building additional space at the new world headquarters location, which the Corporation expects will increase the annual rent by approximately $1 million. See Note 11 for further information. Please refer

Although the majority of the costs to construct the new world headquarters is expected to be financed through H L & L, due to the Corporation’s Annual Report on Form 10-K forinherent difficulty in estimating costs associated with projects of this scale and nature, the fiscal year ended February 28,costs associated with this project may be higher than expected and the Corporation may have to dedicate additional funds to the project, including providing additional funds to H L & L. As a result, effective as of December 1, 2014, forthe Corporation entered into a description ofloan agreement with H L & L under which the transactionsCorporation may from time to time make revolving loans to H L & L. Loans made to H L & L under this agreement may only be used to fund construction costs associated with the Worldworld headquarters relocation.project and the maximum principal and market-rate interest that may be outstanding as of any given time under this loan agreement may not exceed $9 million. As of May 29, 2015, there was a balance of $2.5 million outstanding under this loan agreement. There were no borrowings outstanding as of February 28, 2015.

Transactions with Parent Companies and Other Affiliated Companies

From time to time employees of the Corporation may provide services to its parent companies as well as companies that are owned or controlled by members of the Weiss family,Family, in each case provided that such services do not interfere with the Corporation’s employees’ ability to perform services on its behalf. When providing such services, the affiliated companies reimburse the Corporation for such services, based on the costs of employing the individual (including salary and benefits) and the amount of time spent by such employee in providing services to the affiliated company.

During the quarter ended August 29, 2014, theThe Corporation, paid cash dividends in the aggregate amount of $24.2 million to Century Intermediate Holding Company, its parent and sole shareholder, $14.3 millioncertain of which was fortheir subsidiaries and affiliates file a consolidated U.S. federal income tax return. The Corporation pays all taxes on behalf of the purpose of paying interest on the $285.0 million aggregate principal amount 9.75%/10.50% Senior PIK Toggle Notes due 2019, which were issued by Century Intermediate Holding Company 2, an indirect parent of American Greetings. In addition, H L & L paid $9.9 million to the Corporation to acquire certain assets previously purchased by the Corporation related to the new world headquarters project, which isgroup included in “Proceeds from salethis consolidated federal income tax return. Pursuant to this tax sharing arrangement, amounts due to affiliates totaled $1.9 million as of fixed assets” on the Consolidated Statement of Cash Flows.May 29, 2015 and February 28, 2015.

Note 18 – Business Segment Information

The Corporation has North American Social Expression Products, International Social Expression Products, Retail Operations, AG Interactive and non-reportableNon-reportable segments. 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 merchandising as the primary channel. At AugustMay 29, 2014,2015, the Retail Operations segment operated 402410 card and gift retail stores in the United Kingdom. The stores sell products purchased from the International Social Expression Products segment as well as products purchased from other vendors. AG Interactive distributes social expression products, including electronic greetings and a broad range of graphics and digital services and products, through a variety of electronic channels, including Web sites, Internet portals and electronic mobile devices. TheFor the three months ended May 29, 2015, the Corporation’s non-reportable operatingNon-reportable segment primarily includes licensing activities andactivities. For the three months ended May 30, 2014, the Non-reportable segment also included the design, manufacture and sale of display fixtures. The display fixtures business was sold on the last day of the quarter ended August 29, 2014.prior year second quarter. See Note 4 for further information.

(In thousands)  Three Months Ended 
  May 29, 2015   May 30, 2014 

Total Revenue:

    

North American Social Expression Products

  $335,604    $329,057  

International Social Expression Products

   62,168     75,039  

Intersegment items

   (10,313   (10,065
  

 

 

   

 

 

 

Net

 51,855   64,974  

Retail Operations

 71,808   79,164  

AG Interactive

 13,430   14,499  

Non-reportable segment

 746   15,890  
  

 

 

   

 

 

 
$473,443  $503,584  
  

 

 

   

 

 

 

   Three Months Ended  Six Months Ended 
(In thousands)  August 29,
2014
  August 30,
2013
  August 29,
2014
  August 30,
2013
 

Total Revenue:

     

North American Social Expression Products

  $276,990   $261,694   $606,047   $589,981  

International Social Expression Products

   68,451    63,372    143,490    134,173  

Intersegment items

   (11,234  (8,737  (21,299  (19,829
  

 

 

  

 

 

  

 

 

  

 

 

 

Net

   57,217    54,635    122,191    114,344  

Retail Operations

   69,741    62,732    148,905    137,450  

AG Interactive

   14,445    14,504    28,944    29,204  

Non-reportable segment

   14,032    26,856    29,922    46,745  
  

 

 

  

 

 

  

 

 

  

 

 

 
  $432,425   $420,421   $936,009   $917,724  
  

 

 

  

 

 

  

 

 

  

 

 

 
   Three Months Ended  Six Months Ended 
(In thousands)  August 29,
2014
  August 30,
2013
  August 29,
2014
  August 30,
2013
 

Segment Earnings (Loss):

    

North American Social Expression Products

  $27,830   $35,045   $97,194   $101,392  

International Social Expression Products

   (6  2,195    3,756    4,739  

Intersegment items

   570    (1,511  (1,740  (3,725
  

 

 

  

 

 

  

 

 

  

 

 

 

Net

   564    684    2,016    1,014  

Retail Operations

   (14,563  (8,984  (18,603  (12,436

AG Interactive

   5,964    3,165    11,376    6,478  

Non-reportable segment

   (1,306  10,059    2,709    17,441  

Unallocated

    

Interest expense

   (9,255  (5,433  (18,249  (9,745

Profit-sharing plan expense

   (1,389  (484  (5,468  (4,465

Stock-based compensation expense

   —      (11,121  —      (13,596

Corporate overhead expense

   26,662    (17,249  18,968    (27,855
  

 

 

  

 

 

  

 

 

  

 

 

 
   16,018    (34,287  (4,749  (55,661
  

 

 

  

 

 

  

 

 

  

 

 

 
  $34,507   $5,682   $89,943   $58,228  
  

 

 

  

 

 

  

 

 

  

 

 

 

For the three and six month periods ended August 30, 2013, stock-based compensation in the table above includes non-cash stock-based compensation prior to the Merger and the impact of the settlement of stock options and the cancellation or modification of outstanding restricted stock units and performance shares concurrent with the Merger, a portion of which was non-cash. There is no stock-based compensation subsequent to the Merger as these plans were converted into cash compensation plans at the time of the Merger.

(In thousands)  Three Months Ended 
  May 29, 2015   May 30, 2014 

Segment Earnings (Loss) Before Tax:

    

North American Social Expression Products

  $73,127    $69,364  

International Social Expression Products

   (5,010   3,762  

Intersegment items

   751     (2,310
  

 

 

   

 

 

 

Net

 (4,259 1,452  

Retail Operations

 (8,143 (4,040

AG Interactive

 4,871   5,412  

Non-reportable segment

 60,347   4,015  

Unallocated

Interest expense

 (8,113 (8,994

Profit-sharing plan expense

 (1,675 (4,079

Corporate overhead expense

 (4,822 (7,694
  

 

 

   

 

 

 
 (14,610 (20,767
  

 

 

   

 

 

 
$111,333  $55,436  
  

 

 

   

 

 

 

“Corporate overhead expense” includes costs associated with corporate operations including, among other costs, senior management, corporate finance, legal, and insurance programs.

DuringFor the current year second quarter,three months ended May 29, 2015, Non-reportable segment earnings includes a gain of $61.7 million from the Corporation sold its current world headquarters location and incurred a non-cash loss on disposalsale of $15.5 million, of which $13.3 million was recorded within the North American Social Expression Products segment and $2.2 million was recorded in “Corporate overhead expense”.Strawberry Shortcake. See Note 4 for further information

For both the three and six month periods ended August 29, 2014, “Corporate overhead expense” included the gain on sale of AGI In-Store of $38.8 million. See Note 4 for further information.

For the three and six month periods ended August 30, 2013, “Corporate overhead expense” includednon-recurring Merger-related transaction costs of approximately $12.6 million and $17.2 million, respectively.

For both the three and six month periods ended August 30, 2013, “Corporate overhead expense” included a gain totaling $3.3 million related to a cash distribution on its minority investment in the common stock of Party City.

Termination Benefits

Termination benefits are primarily considered part of an ongoing benefit arrangement, accounted for in accordance with ASC Topic 712, “Compensation – Nonretirement Postemployment Benefits,” and are recorded when payment of the benefits is probable and can be reasonably estimated.

The balance of the severance accrual was $3.5$3.3 million, $4.0$4.3 million and $2.9$3.9 million at AugustMay 29, 2014,2015, February 28, 20142015 and AugustMay 30, 2013,2014, respectively. The payments expected within the next twelve months are included in “Accrued liabilities” while the remaining payments beyond the next twelve months are included in “Other liabilities” on the Consolidated Statement of Financial Position.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s 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, seestatements. 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

Second Quarter Transactions

On July 1, 2014, we sold our current world headquarters location and entered into an operating lease arrangement with the new owner of the building. We expect to remain in our current location until the completion of our new world headquarters, which we anticipate will occur in calendar year 2016. Net of transaction costs, we received $13.5 million cash from the sale, and recorded a non-cash loss on disposal of $15.5 million during our second fiscal quarter, of which $13.3 million was recorded within the North American Social Expression segment and $2.2 million was recorded within the Unallocated segment.

On August 29, 2014, we completed the sale of our wholly-owned display fixtures business, A.G. Industries, Inc. (dba AGI In-Store “AGI In-Store”), to Rock-Tenn Company for $73.7 million in cash, subject to closing date working capital adjustments. We recognized a gain of $38.8 million from the sale, which was recorded within the Unallocated segment.

Second Quarter Results of Operations

Total revenue for the current year secondfirst quarter was $432.4$473.4 million, an increasea decrease of $12.0$30.1 million, or 2.9%6.0% compared to the prior year period. This improvementdecrease was primarily the result of increasedforeign currency translation, which had an unfavorable impact of approximately $17 million, decreased sales of greeting cards and lower revenues from our Non-reportable segment due to the sale of our display fixtures business in the prior year second quarter and the sale of our Strawberry Shortcake property and related intangible assets and licensing agreements (“Strawberry Shortcake”) at the beginning of the current year first quarter. These decreases were partially offset by higher sales of gift wrap andpackaging, party goods and other ancillary products and the year-over-year favorable impact of favorable foreign currency movements. These improvements were partially offset by lower revenues from our fixtures business and decreased sales of other ancillary products.fewer scan-based trading (“SBT’) implementations in the current year, primarily within the North American Social Expression Products segment.

SecondFirst quarter operating income was $43.5$118.4 million, an increase of $36.4approximately $55.2 million, or 87.3% compared to the prior year period. The improvement was driven by thecurrent year includes a gain of $38.8 million in connection with the sale of AGI In-Store and costs and fees related to the prior year going private transaction of $22.3 million that did not recur in the current year quarter. These improvements were partially offset by the non-cash loss on disposal of $15.5$61.7 million related to the sale of Strawberry Shortcake, which was recorded within our Non-reportable segment, and the year-over year favorable impact of approximately $3 million related to fewer SBT implementations in the current world headquarters location. Netyear. The current quarter includes an unfavorable impact of less than $0.5 million related to SBT implementations. Excluding the aboveimpact of these items, operating income decreased fromwas lower in the current year compared to the prior year, primarilydriven by lower earnings within our Retail Operations and International Social Expression Products segments as well as lower earnings within our Non-reportable segment, due to the sale of our fixtures business and Strawberry Shortcake as noted above. These lower earnings were offset in our display fixtures business, which is reported inpart by earnings within the Non-reportable segment. In addition, improved earnings, net of the loss on sale of the headquarters, in our North American Social Expression Products segment, was offset by lower earnings in our Retail Operations segment.

The current year six months includes the unfavorable impact of approximately $5 million relatedwhich improved compared to scan-based trading (“SBT”) implementations, which was approximately $2 million higher than the prior year.

Results of Operations

Three months ended AugustMay 29, 20142015 and AugustMay 30, 20132014

Net income was $22.8$72.8 million in the secondfirst quarter compared to a net loss of $5.2$43.7 million in the prior year period.first quarter.

Our results for the three months ended AugustMay 29, 20142015 and AugustMay 30, 20132014 are summarized below:

 

(Dollars in thousands)  2014 % Total
Revenue
 2013 % Total
Revenue
   2015   % Total
Revenue
 2014   % Total
Revenue
 

Net sales

  $427,090   98.8%   $413,667   98.4%    $471,892     99.7 $497,274     98.7

Other revenue

   5,335   1.2%   6,754   1.6%     1,551     0.3 6,310     1.3
  

 

   

 

    

 

    

 

   

Total revenue

   432,425    100.0%    420,421    100.0%   473,443   100.0 503,584   100.0

Material, labor and other production costs

   180,109    41.7%    176,674    42.0%   195,474   41.3 200,786   39.9

Selling, distribution and marketing expenses

   165,834    38.3%    155,007    36.9%   163,759   34.6 172,259   34.2

Administrative and general expenses

   66,850    15.5%    82,684    19.7%   58,221   12.3 69,295   13.8

Other operating income – net

   (23,828  (5.5%  (961  (0.3% (62,420 (13.2%)  (1,968 (0.4%) 
  

 

   

 

    

 

    

 

   

Operating income

   43,460    10.0%    7,017    1.7%   118,409   25.0 63,212   12.5

Interest expense

   9,255    2.1%    5,433    1.3%   8,113   1.7 8,994   1.8

Interest income

   (30  (0.0%  (73  (0.0% (99 (0.0%)  (111 (0.0%) 

Other non-operating income – net

   (272  (0.1%  (4,025  (1.0% (938 (0.2%)  (1,107 (0.3%) 
  

 

   

 

    

 

    

 

   

Income before income tax expense

   34,507    8.0%    5,682    1.4%   111,333   23.5 55,436   11.0

Income tax expense

   11,667    2.7%    10,903    2.6%   38,569   8.1 11,697   2.3
  

 

   

 

    

 

    

 

   

Net income (loss)

  $22,840    5.3%   $(5,221  (1.2%

Net income

$72,764   15.4$43,739   8.7
  

 

   

 

    

 

    

 

   

For the three months ended AugustMay 29, 2014,2015, consolidated net sales were $427.1$471.9 million, updown from $413.7$497.3 million in the prior year first quarter. This 5.1%, or approximately $25 million, decrease was driven by the unfavorable impact of foreign currency translation of approximately $17 million and lower sales from our display fixtures business of approximately $11 million due to the sale of that business in the prior year second quarter. This 3.2%, or $13.4 million, increase was driven by higherIn addition, sales of greeting cards ofdecreased by approximately $16 million,$10 million. These decreases were partially offset by increased sales of gift packaging, and party goods and other ancillary products of approximately $3$9 million and the favorable impact of foreign currencyfewer SBT implementations during the quarter of approximately $10 million. These increases were partially offset by lower sales in our fixtures business of approximately $11 million, decreased sales of other ancillary products of approximately $4 million and the unfavorable impact of SBT implementations of approximately $1$3 million.

Other revenue, primarily royalty revenue from our Strawberry Shortcake and Care Bearscertain character properties, decreased $1.4$4.8 million during the three months ended AugustMay 29, 2014.2015. In March 2015, we completed the sale of Strawberry Shortcake. As such, royalty revenue related to Strawberry Shortcake for the prior year three month period does not have a comparative amount in the current year.

Wholesale Unit and Pricing Analysis for Greeting Cards

Unit and pricing comparatives (on a sales less returns basis), excluding intercompany eliminations, for the three months ended AugustMay 29, 20142015 and AugustMay 30, 20132014 are summarized below:

 

  Increase (Decrease) From the Prior Year   Increase (Decrease) From the Prior Year 
  Everyday Cards Seasonal Cards Total Greeting Cards   Everyday Cards Seasonal Cards Total Greeting Cards 
  2014   2013 2014 2013 2014   2013   2015 2014 2015 2014 2015 2014 

Unit volume

   1.1%     (3.8% (3.8% (0.7% 0.1%     (3.2%   (1.3%)  (3.9%)  (5.4%)  6.9 (2.8%)  (0.3%) 

Selling prices

   4.2%     2.3%   13.0%   (5.3% 5.9%     0.8%     2.1 5.5 1.1 (1.5%)  1.6 3.2

Overall increase / (decrease)

   5.3%     (1.6% 8.7%   (6.0% 6.0%     (2.5%   0.8 1.4 (4.3%)  5.4 (1.2%)  2.9

During the secondfirst quarter, combined everyday and seasonal greeting card sales less returns increased 6.0%decreased 1.2% compared to the prior year quarter, includingas a result of a decrease in unit volume of 2.8% partially offset by increases in selling prices of 5.9% and unit volume of 0.1%1.6%. The overall increase in selling pricedecrease was primarily driven by both everyday anddecreases in unit volume from our seasonal greeting cards in both our North American Social Expression Products segment and everyday greeting cards in our International Social Expression Products segment.segments.

Everyday card sales less returns forduring the second quarter increased 5.3% duethree months ended May 29, 2015 were up 0.8%, compared to increasesthe prior year quarter. Increases in selling prices of 4.2% and improvement2.1% were partially offset by a decrease in unit volume of 1.1%1.3%. The selling price increase was driven bya result of general price increases, and favorable product mix within the core product line, which more than offset the continued unfavorable shift to a higher proportion of value cards. The unit volume improvement was primarily driven by additional distribution to new customers in our North American Social Expression Products segment.

Seasonal card sales less returns increased 8.7% during the second quarter, including a 13.0% increase in selling prices and a decrease in unit volume of 3.8%. Since the second quarter has the fewest holidays, the change in selling prices and unit volume appear large on a percentage basis compared to other quarters. The increase in selling prices was driven by our Father’s Day, Graduation and Fall programs in our North American Social Expression Products segment. The unit volume decline was driven by our Graduation and Fall programs in our North American Social Expression Products segment.

Expense Overview

Material, labor and other production costs (“MLOPC”) for the three months ended August 29, 2014 were $180.1 million, compared to $176.7 million in the prior year three months. As a percentage of total revenue, these costs were 41.7% in the current period compared to 42.0% for the three months ended August 30, 2013. The $3.4 million dollar increase was primarily due to the impact of higher sales and unfavorable product mix in the current year second quarter as well as the unfavorable impact of foreign currency translation of approximately $5 million. Partially offsetting these increases were lower product manufacturing expenses and the favorable impact of higher absorption of production and product related costs associated with inventory growth during the current year quarter that was greater than in the prior year quarter. The additional inventory growth in the current year is associated with a new party goods product launch and the timing of the pre-holiday seasonal inventory build.

Selling, distribution and marketing (“SDM”) expenses for the three months ended August 29, 2014 were $165.8 million, increasing $10.8 million from $155.0 million in the prior year second quarter. As a percentage of total revenue, these costs were 38.3% in the current period compared to 36.9% for the prior year period. The dollar increase in the current year second quarter was driven by higher supply chain costs of approximately $2 million, higher retail store expenses of approximately $2 million and the unfavorable impact of foreign currency translation of approximately $6 million.

Administrative and general expenses were $66.9 million for the three months ended August 29, 2014, a decrease of $15.8 million from $82.7 million for the three months ended August 30, 2013. This decrease was driven primarily by prior year costs and fees related to taking the Corporation private of approximately $22 million that did not recur in the current year. The decrease was partially offset by higher costs in the current year of approximately $2 million related to a long-term incentive program that we established in the third quarter of the prior year as a replacement to our prior stock-based compensation programs, higher technology costs of approximately $3 million and the unfavorable impact of foreign currency translation of approximately $1 million.

Other operating income – net was $23.8 million for the three months ended August 29, 2014 compared to $1.0 million for the prior year second quarter. The increase was driven primarily by the gain on the sale of AGI In-Store of $38.8 million, partially offset by a non-cash loss recorded upon the sale of our current world headquarters location of $15.5 million, both of which occurred in the current year second quarter.

Other non-operating income – net for the three months ended August 29, 2014 was $0.3 million, decreasing $3.7 million from $4.0 million in the prior year second quarter. The decrease was driven primarily by a gain of approximately $3.3 million in the prior year second quarter related to the Corporation’s investment in Party City Holdings, Inc. (“Party City”) that did not recur in the current year period.

The effective tax rate was 33.8% and 191.9% for the three months ended August 29, 2014 and August 30, 2013, respectively. The lower than statutory rate in the current period is due primarily to the favorable settlement of state audits. The higher than statutory rate in the prior period was due primarily to the recording of an $8.0 million valuation allowance against certain net operating loss and foreign tax credit carryforwards which we believed at the time would expire unused as a result of the going private transaction.

Results of Operations

Six months ended August 29, 2014 and August 30, 2013

Net income was $66.6 million in the six months ended August 29, 2014 compared to $28.2 million in the prior year six months.

Our results for the six months ended August 29, 2014 and August 30, 2013 are summarized below:

(Dollars in thousands)  2014  % Total
Revenue
  2013  % Total
Revenue
 

Net sales

  $924,364    98.8%   $904,212    98.5%  

Other revenue

   11,645    1.2%    13,512    1.5%  
  

 

 

   

 

 

  

Total revenue

   936,009    100.0%    917,724    100.0%  

Material, labor and other production costs

   380,895    40.7%    380,511    41.5%  

Selling, distribution and marketing expenses

   338,093    36.1%    325,346    35.5%  

Administrative and general expenses

   136,145    14.5%    153,764    16.8%  

Other operating income – net

   (25,796  (2.7%  (4,279  (0.6%
  

 

 

   

 

 

  

Operating income

   106,672    11.4%    62,382    6.8%  

Interest expense

   18,249    1.9%    9,745    1.1%  

Interest income

   (141  (0.0%  (193  (0.0%

Other non-operating income – net

   (1,379  (0.1%  (5,398  (0.6%
  

 

 

   

 

 

  

Income before income tax expense

   89,943    9.6%    58,228    6.3%  

Income tax expense

   23,364    2.5%    30,056    3.2%  
  

 

 

   

 

 

  

Net income

  $66,579    7.1%   $28,172    3.1%  
  

 

 

   

 

 

  

For the six months ended August 29, 2014, consolidated net sales were $924.4 million, up from $904.2 million in the prior year six months. This 2.2%, or $20.2 million, increase was driven by higher sales of greeting cards of approximately $26 million, increased sales of gift packaging and party goods of approximately $1 million and the favorable impact of foreign currency of approximately $17 million. These increases were partially offset by lower sales in our fixtures business of approximately $15 million, decreased sales of other ancillary products of approximately $7 million and the unfavorable impact of SBT implementations of approximately $2 million.

Other revenue, primarily royalty revenue from our Strawberry Shortcake and Care Bears properties, decreased $1.9 million in the six months ended August 29, 2014 compared to the same period in the prior year.

Wholesale Unit and Pricing Analysis for Greeting Cards

Unit and pricing comparatives (on a sales less returns basis), excluding intercompany eliminations, for the six months ended August 29, 2014 and August 30, 2013 are summarized below:

   Increase (Decrease) From the Prior Year 
   Everyday Cards  Seasonal Cards  Total Greeting Cards 
   2014  2013  2014  2013  2014  2013 

Unit volume

   (1.4%)   0.8  4.2  2.1  0.1  1.1

Selling prices

   4.9  2.7  2.0  (0.2%)   4.1  1.9

Overall increase / (decrease)

   3.4  3.5  6.3  1.9  4.2  3.0

During the six months ended August 29, 2014, combined everyday and seasonal greeting card sales less returns increased 4.2% compared to the prior year six months. The overall increase was primarily driven by increases in selling prices from our everyday and seasonal greeting cards in our North American Social Expression Products segment and everyday greeting cards in our International Social Expression Products segment.

Everyday card sales less returns were up 3.4% compared to the prior year six months, as a result of increases in selling prices of 4.9%, partially offset by a decline in unit volume of 1.4%. The increase in selling prices was driven by general price increases and favorable product mix within the core product line, which more than offset the continued unfavorable shift to a higher proportion of value cards. The unit volume decline was primarily driven by soft sales within our International Social Expression Products segment.

Seasonal card sales less returns increased 6.3%, with unit volume growth of 4.2% and selling price increases of 2.0%. The increase in unit volume was attributable to our Mother’s Day programoccurred in both our North American Social Expression Products and International Social Expression Products segmentssegments.

Seasonal card sales less returns decreased 4.3% during the three months ended May 29, 2015 compared to the prior year quarter, with a decrease in unit volume of 5.4% partially offset by an increase in selling prices of 1.1%. The unit volume decline was driven by our Easter and Father’s Day programs in our North American Social Expression Products segment and our Easter, program withinMother’s Day and Father’s Day programs in our North AmericanInternational Social Expression Products segment. The increase in selling prices was driven byprimarily attributable to our Mother’s Day program in our North American Social Expression Products segment and our Father’s Day Graduation and Fall programsprogram in our North AmericanInternational Social Expression Products segment.

Expense Overview

MLOPC for the six months ended August 29, 2014Material, labor and other production costs were $380.9 million, an increase of $0.4 million from $380.5$195.5 million for the comparable periodthree months ended May 29, 2015, a decrease of $5.3 million from $200.8 million in the prior year.year first quarter. As a percentage of total revenue, these costs were 40.7%41.3% in the current period compared to 41.5%39.9% for the sixthree months ended AugustMay 30, 2013.2014. The dollar increasedecrease was primarily due to the impact of higher sales and unfavorable product mix in the current year six months as well as the unfavorablefavorable impact of foreign currency translation of approximately $9 million. Partially offsetting these increases were lower product display material costs, lower product manufacturing expenses$8 million and the favorable impactelimination of higher absorption of production and productcosts related costs associated with inventory growth duringto the current year first halfdisplay fixtures business that was greater thansold in the prior year period. The additionalsecond quarter. Partially offsetting these decreases were higher production, product content and inventory growth in the current year is associated with a new party goods product launchscrap expenses.

Selling, distribution and the timing of the pre-holiday seasonal inventory build.

SDMmarketing expenses for the six months ended August 29, 2014 were $338.1 million, increasing $12.8 million from $325.3$163.8 million for the comparable periodthree months ended May 29, 2015, decreasing $8.5 million from $172.3 million in the prior year.year first quarter. As a percentage of total revenue, these costs were 36.1%34.6% in the current period compared to 35.5%34.2% for the prior year period. The increasedollar decrease in the current year first quarter was primarily driven by higher supply chain costs of approximately $4 million, increased retail store expenses of approximately $1 million and the unfavorablefavorable impact of foreign currency translation of approximately $10 million.$8 million, lower supply chain costs of approximately $3 million and the elimination of approximately $1 million of costs related to the display fixtures business that was sold in the prior year second quarter. Partially offsetting these increasesdecreases were lowerhigher sales, marketing and product management expenses of approximately $2 million and higher retail store expenses of approximately $2 million.

Administrative and general expenses were $136.1$58.2 million for the sixthree months ended AugustMay 29, 2014,2015, a decrease of $17.7$11.1 million from $153.8$69.3 million in the prior year period.first quarter. This decrease was driven primarily by prior year costs and fees related to taking the Corporation privatelower retail expenses of approximately $26$2 million, that did not recur in the current year and lower stock-based compensationdecreased profit-sharing expense of approximately $2 million. The decrease was partially offset by higher costs inmillion, the current yearelimination of approximately $4$1 million of costs related to a long-term incentive programthe display fixtures business that we establishedwas sold in the third quarter of the prior year as a replacement to our prior stock-based compensation programs,

higher technology costs of approximately $4 million andsecond quarter, the unfavorablefavorable impact of foreign currency translation of approximately $2 million and other general cost savings of approximately $4 million.

Other operating income – net was $25.8$62.4 million forduring the six months ended August 29, 2014current year quarter compared to $4.3$2.0 million in the prior year. In the current year first quarter, we recognized a gain of $61.7 million in connection with the sale of Strawberry Shortcake. See Note 4, “Acquisitions and Dispositions,” to the Consolidated Financial Statements for further information. In the prior year six month period. The increase was driven primarily by the gain on the sale of AGI In-Store of $38.8 million, partially offset by a non-cash loss recorded upon sale of our current world headquarters location of $15.5 million, both of which occurred in the current year second quarter. In addition, in both the current year and prior year six month periods,first quarter, based on updated estimated recovery information provided in connection with the Clinton Cards bankruptcy administration, we recorded an impairment recovery related to the senior secured debt of Clinton Cards that we acquired in May 2012 and subsequently impaired. The recovery was $3.4 million for the sixthree months ended August 29, 2014 and $2.4 million for six months ended AugustMay 30, 2013. The current year recovery represents the final amount of a full recovery of the impairment. The income related to the impairment recovery in the current year first quarter was partially offset by other expenses of $2.1 million related to the Clinton Cards bankruptcy administration.2014.

Other non-operating income – net for the six months ended August 29, 2014 was $1.4 million, decreasing $4.0 million from $5.4 million in the prior year second quarter. The decrease was driven primarily by a gain of approximately $3.3 million in the prior year second quarter related to the Corporation’s investment in Party City that did not recur in the current year period.

The effective tax rate was 26.0%34.6% and 51.6%21.1% for the sixthree months ended AugustMay 29, 2015 and May 30, 2014, respectively. The lower than statutory rate for the three months ended May 29, 2015 is primarily related to the domestic production activities deduction, tax treatment of corporate-owned life insurance and August 30, 2013, respectively.lower tax rates in foreign jurisdictions partially offset by state income tax rates on U.S. income, net of federal benefit. The lower than statutory rate in the currentprior period is due primarily to both the recording of a net $3.1 million federal tax refund and related interest attributable to fiscal 2000 and the error corrections identified in the current year first quarter and recorded in accordance with Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections. The net impact of the error corrections was a reduction to income tax expense of $4.1 million. During the first quarter of fiscal 2015, we identified and corrected errors in the accounting for income taxes that related primarily to the year ended February 28, 2014. These errors primarily related to our failure to consider all sources of available taxable income when assessing the need for a valuation allowance against certain deferred tax assets and the recognition of a liability for an uncertain tax position. These errors were the result of the significant complexity created as a result of the going private transaction in fiscal 2014. See Note 1, “Basis of Presentation,16, “Income Taxes,” to the Consolidated Financial Statements for further information. The higher than statutory rate in the prior period was due primarily to the recording of an $8.0 million valuation allowance against certain net operating loss and foreign tax credit carryforwards which we believed at the time would expire unused as a result of the going private transaction.

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 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 ASC Topic 280 (“ASC 280”), “Segment Reporting,” certain operating segments have been aggregated into the International Social Expression Products segment. The aggregated operating divisions have similar economic characteristics, products, production processes, types of customers and distribution methods. At AugustMay 29, 2014,2015, we operated 402410 card and gift retail stores in the United Kingdom (“UK”) through our Retail Operations segment. These stores sell products purchased from the International Social Expression Products segment as well as products purchased from other vendors. The AG Interactive segment distributes social expression products, including electronic greetings, and a broad range of graphics and digital services and products, through a variety of electronic channels, including Web sites, Internet portals and electronic mobile devices. TheFor the three months ended May 29, 2015, the Non-reportable segment primarily includes licensing activities andactivities. For the three months ended May 30, 2014, the Non-reportable segment also included the design, manufacture and sales of display fixtures. The display fixtures business was sold on the last day of the quarter ended August 29, 2014.prior year second quarter. See Note 4, “Dispositions,“Acquisitions and Dispositions,” to the Consolidated Financial Statements for further information.

Segment results are reported using actual foreign exchange rates for the periods presented. Refer to Note 18, “Business Segment Information,” to the Consolidated Financial Statements for further information and a

reconciliation of total segment revenue to consolidated “Total revenue” and total segment earnings (loss) before tax to consolidated “Income before income tax expense.”

North American Social Expression Products Segment

 

  Three Months Ended August   % Six Months Ended August   %   Three Months Ended     
(Dollars in thousands)  29, 2014   30, 2013   Change 29, 2014   30, 2013   Change   May 29, 2015   May 30, 2014   % Change 

Total revenue

  $276,990    $261,694     5.8%   $606,047    $589,981     2.7%    $335,604    $329,057     2.0

Segment earnings

   27,830     35,045     (20.6% 97,194     101,392     (4.1%   73,127     69,364     5.4

Total revenue of our North American Social Expression Products segment increased $15.3 million for the three monthsquarter ended AugustMay 29, 2014 and2015, increased $16.1$6.5 million, for the six months ended August 29, 2014or 2.0%, compared to the prior year periods.period. The increase during the current quarter was primarily driven by higher sales of greeting cardsgift packaging, party goods and other ancillary products of approximately $18$9 million and higher salesthe favorable impact of gift packaging and party goodsfewer SBT implementations during the quarter of approximately $3 million. These increases for the current quarter were partially offset by lower sales of other ancillary productsgreeting cards of approximately $4$3 million and the unfavorable impacts of foreign currency translation and SBT implementations of approximately $1 million each. The increase in total revenue for the six months ended August 29, 2014 was primarily driven by higher sales of greeting cards of approximately $24 million and higher sales of gift packaging and party goods of approximately $1 million. These increases for the six month period were partially offset by lower sales of other ancillary products of approximately $4 million and the unfavorable impacts of foreign currency translation and SBT implementations of approximately $3 million and $2 million, respectively.million.

Segment earnings decreased $7.2increased $3.8 million in the current year three months compared to the three months ended AugustMay 30, 2013.2014. The decreaseincrease was driven primarily by a non-cash loss related to the sale of our current world headquarters location, of which approximately $13 million of the total loss of $15.5 million was recorded within the North American Social Expression Products segment, higher supply chain costs of approximately $3 million, increased technology costs of approximately $3 million and higher costs in the current year of approximately $1 million related to a long-term incentive program that we established in the third quarter of the prior year as a replacement to our prior stock-based compensation programs. These unfavorable variances were partially offset by the impact of higher revenues, inincluding the current year second quarter.

Segment earnings decreased $4.2 million in the six month period ended August 30, 2014 compared to the prior year period. The decrease was driven primarily by a non-cash loss related to the salefavorable impact of our current world headquarters location, of which approximately $13 million of the total loss of $15.5 million was recorded within the North American Social Expression Products segment, higherfewer SBT implementations. In addition, supply chain costs ofwere lower by approximately $5 million, increased technology$3 million. These favorable items were partially offset by higher production and product content costs of approximately $4 million and higher costs in the current yearsales, marketing and product management expenses of approximately $3 million related to a long-term incentive program that we established in the third quarter of the prior year as a replacement to our prior stock-based compensation programs. These unfavorable variances were partially offset by the impact of higher revenues and favorable product mix in the current year six month period.million.

International Social Expression Products Segment

 

  Three Months Ended August   % Six Months Ended August   %   Three Months Ended     
(Dollars in thousands)  29, 2014   30, 2013   Change 29, 2014   30, 2013   Change   May 29, 2015   May 30, 2014   % Change 

Total revenue

  $57,217    $54,635     4.7%   $122,191    $114,344     6.9%    $51,855    $64,974     (20.2%) 

Segment earnings

   564     684     (17.5% 2,016     1,014     98.8%  

Segment (loss) earnings

   (4,259   1,452     N/A  

Total revenue of our International Social Expression Products segment increased $2.6decreased $13.1 million, and $7.8 millionor 20.2% for the three and six months ended AugustMay 29, 2014, respectively,2015, compared to the same period in the prior year periods.year. The increases weredecrease was primarily due todriven by decreased sales of greeting cards of approximately $7 million and the favorableunfavorable impact of foreign currency translation of approximately $5$6 million.

Segment earnings decreased $5.7 million and $7 million for the current year three and six month periods, respectively. Greeting card sales forin the three months ended AugustMay 29, 2014 decreased by approximately $2 million2015 compared to the prior year quarter while card sales

for the six monthsame period remained flat compared toin the prior year. The current year six month period included the favorable impact of fewer SBT implementations of approximately $1 million.

Segment earnings remained flat year-over-year for the three months ended August 29, 2014 and August 30, 2013. The impact on earnings from decreased greeting card sales as well as increased scrap expense of approximately $2 million was offset by favorable product mix.

Segment earnings increased $1.0 million in the six months ended August 29, 2014, compared to the six months ended August 30, 2013. The increased earnings were primarily driven by slightlythe impact of lower year-over-year supply chainsales volume as well as higher production and general and administrative costs.scrap expense of approximately $5 million. These unfavorable items were partially offset by the favorable impact of lower elimination of profit in inventory related to sales from the International Social Expression Products segment to the Retail Operations segment of approximately $3 million.

Retail Operations Segment

 

  Three Months Ended August % Six Months Ended August %   Three Months Ended     
(Dollars in thousands)  29, 2014 30, 2013 Change 29, 2014 30, 2013 Change   May 29, 2015   May 30, 2014   % Change 

Total revenue

  $69,741   $62,732   11.2%   $148,905   $137,450   8.3%    $71,808    $79,164     (9.3%) 

Segment loss

   (14,563 (8,984 (62.1% (18,603 (12,436 (49.6%   (8,143   (4,040   (101.6%) 

Total revenue of our Retail Operations segment increased $7.0decreased $7.4 million and $11.5 million for the three and six months ended August 29, 2014, respectively, compared to the prior year, periods. The increases were driven by the impact of favorableunfavorable foreign exchange translation of approximately $7 million and $13 million for the three and six month periods, respectively.$8 million. During the three and six month periods ended August 29, 2014,first quarter of the current year, net sales at stores open one year or more were down approximately 0.5% and 2.1%, respectively, compared to the same periods in the prior year.

Segment earnings decreased $5.6 million and $6.2 million in the three and six months ended August 29, 2014, respectively,0.4% compared to the prior year periods.period.

Segment loss increased $4.1 million compared to the prior year. The lowerhigher segment earnings wereloss was the result of lower gross margins driven byand higher store operating expenses. The lower gross margins were the result of increased promotional pricing activities and increased inventory shrink and scrap expense. The majority of the higher store operating costs.expenses was the result of new store openings.

AG Interactive Segment

 

  Three Months Ended August   % Six Months Ended August   %   Three Months Ended     
(Dollars in thousands)  29, 2014   30, 2013   Change 29, 2014   30, 2013   Change   May 29, 2015   May 30, 2014   % Change 

Total revenue

  $14,445    $14,504     (0.4% $28,944    $29,204     (0.9%  $13,430    $14,499     (7.4%) 

Segment earnings

   5,964     3,165     88.4%   11,376     6,478     75.6%     4,871     5,412     (10.0%) 

Total revenue of AG Interactive decreased slightly for both$1.1 million compared to the three and six months ended August 29, 2014.prior year quarter. This decrease in revenue was driven primarily by slightly lower advertisingsubscription revenue compared to the prior year. At the endAs of the second quarter of fiscalMay 29, 2015, AG Interactive had approximately 3.63.5 million online paid subscriptions as compared to approximately 3.7 million at the end of the same period in the prior year.May 30, 2014.

Segment earnings increased $2.8decreased $0.5 million and $4.9 million forcompared to the three and six months ended August 29, 2014prior year quarter primarily due to cost savings initiatives initiated in the prior year.impact of lower revenue.

Non-reportable Segment

 

   Three Months Ended August   %  Six Months Ended August   % 
(Dollars in thousands)  29, 2014  30, 2013   Change  29, 2014   30, 2013   Change 

Total revenue

  $14,032   $26,856     (47.8% $29,922    $46,745     (36.0%

Segment (loss) earnings

   (1,306  10,059     (113.0%  2,709     17,441     (84.5%

   Three Months Ended     
(Dollars in thousands)  May 29, 2015   May 30, 2014   % Change 

Total revenue

  $746    $15,890     (95.3%) 

Segment earnings

   60,347     4,015     N/A  

Total revenue from our Non-reportable segment decreased $12.8$15.1 million and $16.8 million for the three and six months ended August 29, 2014, respectively, compared to the prior year periods. Thisquarter. The decrease in revenue for the current year first quarter was drivendue primarily byto the sale of our display fixtures business where, during the first quarter of the prior year, we obtained a contract to supply fixtures to a large consumer electronics company. This contract, which was completed during the second quarter of the prior year, contributed approximately $26 million of revenue in the prior year six month period, including approximately $16 million in the prior year second quarter and did not recur in the first halfsale of Strawberry Shortcake at the beginning of the current year. Thisyear first quarter. Revenue in the prior year first quarter for the fixtures business was $10.5 million. The remaining decrease in revenue was partially offset by other fixtures business revenue growth.due primarily to the sale of Strawberry Shortcake.

Segment earnings decreased $11.4increased $56.3 million and $14.7 million for the three and six months ended August 29, 2014 compared to the prior year periods.quarter. This decreaseincrease was primarily drivendue to the gain of $61.7 million in connection with the sale of Strawberry Shortcake. This increase was partially offset by the impact to earnings from the sale of our display fixtures business due to lower sales volume, unfavorable product mix and higher operating costs. AsStrawberry Shortcake as noted above, the display fixtures business was sold on August 29, 2014.above.

Unallocated Items

Centrally incurred and managed costs are not allocated back to the operating segments. The unallocated items include interest expense for centrally-incurred debt and domestic profit-sharing expense, and for the three and six months ended August 30, 2013, stock-based compensation expense. Unallocated items also includedinclude costs associated with corporate operations such as the senior management, corporate finance, legal and insurance programs.

 

  Three Months Ended August Six Months Ended August   Three Months Ended 
(Dollars in thousands)  29, 2014 30, 2013 29, 2014 30, 2013   May 29, 2015   May 30, 2014 

Interest expense

  $(9,255 $(5,433 $(18,249 $(9,745  $(8,113  $(8,994

Profit-sharing expense

   (1,389 (484 (5,468 (4,465   (1,675   (4,079

Stock-based compensation expense

   —     (11,121  —     (13,596

Corporate overhead expense

   26,662   (17,249 18,968   (27,855   (4,822   (7,694
  

 

  

 

  

 

  

 

   

 

   

 

 

Total Unallocated

  $16,018   $(34,287 $(4,749 $(55,661$(14,610$(20,767
  

 

  

 

  

 

  

 

   

 

   

 

 

For the threeOur profit-sharing plan includes a profit-sharing component and six month periods ended August 30, 2013, stock-based compensationa 401(k) component. The 401(k) component is included in the table above includes non-cash stock-based compensation prior to closing of the going private transaction and the impact of the settlement of stock options and the cancellation or modification of outstanding restricted stock units and performance shares concurrent with the closing of the going private transaction, a portion of which was non-cash. There is no stock-based compensation subsequent to the closing of the going private transaction as these plans were converted into cash compensation plans.

Duringcorporate overhead expense. While the current year second quarter,quarterly expense will vary from the prior year expense pattern, we sold our world headquarters location and incurred a non-cash loss on disposalexpect the full year 2016 expense of $15.5 million, of which $2.2 million was recorded within the Unallocated segment. See Note 4, “Dispositions,”combined components to be consistent with the Consolidated Financial Statements for further information.

For both the three and six month periods ended August 29, 2014, “Corporateprior year. The lower corporate overhead expense” included the gain on sale of AGI In-Store of $38.8 million. See Note 4, “Dispositions,” to the Consolidated Financial Statements for further information.

For the three and six month periods ended August 30, 2013, “Corporate overhead expense” includednon-recurring costs related to the going private transaction of approximately $12.6 million and $17.2 million, respectively.

For both the three and six month periods ended August 30, 2013, “Corporate overhead expense” included a gain totaling $3.3 million related to a cash distribution on its minority investmentexpense in the common stock of Party City.current year was primarily due to lower health care claims.

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 Consolidated Statement of Financial Position as of AugustMay 30, 2013,2014 has been included.

Operating Activities

Operating activities used $28.3$96.1 million of cash during the sixthree months ended AugustMay 29, 2014,2015, compared to providing $34.1using $34.9 million in the prior year period.

Accounts receivable provided $0.1used $23.0 million of cash during the sixthree months ended AugustMay 29, 2014,2015, compared to providing $9.5$32.1 million of cash used during the same period in the prior year period.year. The year-over-year decreasechange in cash flow of approximately $9$9.1 million occurred primarily within our North American Social Expression Products and International Social Expression Products segments and was due primarily to the timing of collections from, or credits issued to, certain customers occurring in a different pattern in the current year period compared to the prior year period.

Inventory used $76.6 million of cash during the six months ended August 29, 2014, compared to $49.6 million in the prior year six months. Historically, the first half of our fiscal year is a period of inventory build, and thus a use of cash, in preparation for the fall and winter seasonal holidays. In addition to the normal seasonal inventory build, the current year includes an inventory increase related to a new party goods product launch and inventory growth in our Retail Operations segment to align inventory to more normalized levels.

Other current assets used $2.4 million of cash during the six months ended August 29, 2014, compared to providing $16.1 million during the prior year six months. The variance between years is due to the change in the balance of prepaid rents in our Retail Operations segment, primarily driven by year-over-year timing differences.

Deferred costs – net generally represents payments under agreements with retailers, net of the related amortization of those payments. During the sixthree months ended AugustMay 29, 2015, amortization exceeded payments by $5.3 million. During the three months ended May 30, 2014, amortization exceeded payments by $22.0 million. During the six months ended August 30, 2013, amortization exceeded payments by $24.4$6.9 million. See Note 10, “Deferred Costs,” to the Consolidated Financial Statements for further detail of deferred costs related to customer agreements.

Accounts payable and other liabilities used $39.4$104.6 million of cash during the sixthree months ended AugustMay 29, 2014,2015, compared to using $39.7$58.5 million in the prior year period.first quarter. The year-over-year change in cash usage was attributable to higher variable compensation payments during the current year first quarter compared to the prior year first quarter and an increase in accounts payable payments due to normal year-over-year timing of business transactions.

Investing Activities

Investing activities provided $47.8$107.2 million of cash during the sixthree months ended AugustMay 29, 2014,2015, compared to using $14.6$21.6 million inof cash during the prior year period.three months ended May 30, 2014. The current year includes proceeds of $105.0 million received from the sale of Strawberry Shortcake and proceeds of $24.1 million received from the surrender of certain corporate-owned life insurance policies. These cash inflows were partially offset by cash paid for capital expenditures of $13.4 million, cash paid for acquired character property rights of $2.8 million, a payment of $3.2 million related to the final working capital adjustments in connection with the sale of AGI In-Store and the sale$2.5 million of our current world headquartersloans, net of $73.7 million and $13.5 million, respectively. See Note 4, “Dispositions,”repayments, made to the Consolidated Financial Statements for further information. In addition, the current year includes proceeds received from H L & L Property Company, an indirect affiliate of American Greetings (“H L & L”) of $9.9 million related to the sale of certain assets previously purchased by us related to the new world headquarters. Partially offsetting these cash inflows was cash paid for capital expenditures of $50.2 million during the current year six month period.parties.

In the prior year period,first quarter, the cash usage was primarily driven by $32.0$22.2 million of cash paid for capital expenditures. The prior year also included the receipt of a cash distribution of $12.1 million related to our investment in Party City.

Financing Activities

Financing activities used $38.7$11.3 million of cash during the current year sixthree months ended May 29, 2015, compared to $56.7providing $57.1 million induring the prior year six month period.three months ended May 30, 2014. During the current year first quarter, this use of cash was primarily driven by cash dividend payments of $24.2 million. In addition, we made payments in the aggregate of $10.0 milliona voluntary prepayment on our term loan and made repayments,of $65.0 million, partially offset by borrowings, net of borrowings,repayments, under our revolving credit facility of $4.5$53.7 million.

The primary use In the first quarter of cash in the prior year, the source of cash was in connection with activities related to the going private transaction. These activities includedprimarily driven by borrowings, under our new credit agreement, net of repayments, and debt issuance costs, which provided cashunder our revolving credit facility of $285.4 million, the contribution from Century Intermediate Holding Company (“CIHC”), our parent and sole shareholder, which provided cash of $240.0 million and$62.1 million. In addition, we made a payment of cash$5.0 million on our term loan in the first quarter of $568.3 million to

complete the going private transaction and cancel outstanding shares. In addition, prior to the going private transaction, we paid cash dividends of $9.6 million.year.

Credit Sources

Substantial credit sources are available to us. In total, we had available sources of credit of approximately $630$485 million at AugustMay 29, 2014,2015, which included $330$185 million outstanding on our term loan facility, a $250 million revolving credit facility and a $50 million accounts receivable securitization facility, of which $272.3$215.6 million in the aggregate was unused as of AugustMay 29, 2014.2015. Borrowings under the accounts receivable securitization facility are limited based on our eligible receivables outstanding. At AugustMay 29, 2014,2015, we had no$58 million of borrowings outstanding under our revolving credit facility and we had no borrowings outstanding under our accounts receivable securitization facility. We had, in the aggregate, $27.7$26.4 million outstanding under letters of credit, which reduced the total credit availability thereunder as of AugustMay 29, 2014.2015.

Please refer to the discussion of our borrowing arrangements as disclosed in the “Credit Sources” section under Part II, Item 7 of our Annual Report on Form 10-K for the year ended February 28, 20142015 for further information.

At AugustMay 29, 2014,2015, we were in compliance with our financial covenants under the borrowing agreements described above.

Capital Deployment and Investments

On February 10, 2014, Century Intermediate Holding Company 2 (“CIHC2”), an indirect parent of American Greetings, issued $285 million aggregate principal amount of 9.75%/10.50% Senior PIK Toggle Notes due 2019 (the

(the “PIK Notes”). Excluding the first and last interest payment periods, which must be paid in cash, CIHC2 may elect to either accrue or pay cash interest on the PIK Notes. The PIK Notes carry a cash interest rate of 9.75%. Prior to the payment of interest by CIHC2, it is expected that we will provide CIHC2 with the cash flow for CHIC2CIHC2 to pay interest on the PIK Notes. Assuming interest is paid regularly in cash, rather than accrued, the annual cash required to pay the interest is expected to be approximately $27.8 million while the entire issuance of PIK Notes are outstanding. For further information, refer to the discussion of the PIK Notes as disclosed in “Transactions with Parent Companies and Other Affiliated Companies” in Note 18, “Related Party Information,” to the Consolidated Financial Statements under Part II, Item 188 of our Annual Report on Form 10-K for the fiscal year ended February 28, 2014.2015.

Throughout fiscal 20152016 and thereafter, we will continue to consider all options for capital deployment including growth opportunities, acquisitions and other investments in third parties, expanding customer relationships, expenditures or investments related to our current product leadership initiatives or other future strategic initiatives, capital expenditures, the information technology systems refresh project, paying down debt, paying dividends and, as appropriate, preserving cash. Our future operating cash flow and borrowing availability under our credit agreement and our accounts receivable securitization facility are expected to meet these and other currently anticipated funding requirements. The seasonal nature of our business results in peak working capital requirements that may be financed through short-term borrowings when cash on hand is insufficient.

Over roughly the next five or sixseveral years, we expect to allocate resources, including capital, to refresh our information technology systems by modernizing our systems, redesigning and deploying new processes, and evolving new organization structures, all of which are intended to drive efficiencies within the business and add new capabilities. Amounts that we spend could be material in any fiscal year and over the life of the project. The total amount spent through fiscal 20142015 on this project was approximately $109$132 million. During the sixthree months ended AugustMay 29, 2014,2015, we spent approximately $9 million, including capital of approximately $6$8 million and expense of approximately $3$1 million, on these information technology systems. WeBased on the current scope of the project, we currently expect to spend a total of at least an additional $150approximately $180 million on these information technology systems over the remaining life of the project, the majority of which we expect will be capital expenditures. We believe these investments are important to our business, helpinghelp us drive further efficiencies and add new capabilities; however, there can be no assurance that we will not spend more or less than $150$180 million over the remaining life of the project, or that we will achieve the anticipated efficiencies or any cost savings.

In May 2011, we announced plans to relocate our world headquarters to the Crocker Park mixed use development in Westlake, Ohio, which offers a vibrant urban setting, with retail stores and restaurants, offices and apartments. After putting the project on hold pending the outcome of the going private transaction, we announced plans in October 2013 to resume the project and on March 26, 2014, we purchased the land on which the new world headquarters will be built. We are leasing a portion of the real property to H L & L whichProperty Company, an indirect affiliate of American Greetings (“H L & L”), that will build the new world headquarters on the site. We have also entered into an operating lease with H L & L for the use of the new world headquarters building, which we expect to be ready for occupancy in calendar year 2016. The initial lease term is fifteen years and will begin upon occupancy. The annual rent is expected to be approximately $9.5 million. Furthermore, due to our need for incremental space, H L & L is building additional space at the new world headquarters location, which we expect will increase the annual rent by approximately $1 million. Further details of the relocation undertaking are provided in Note 18, “Related Party Information,” to the Consolidated Financial Statements under Part II, Item 188 of our Annual Report on Form 10-K for the fiscal year ended February 28, 20142015 and Note 17, “Related Party Information,” to the Consolidated Financial Statements of this Form 10-Q.

During the quarter ended August 29, 2014, we paid cash dividends in the aggregate amount of $24.2 million to CIHC, our parent and sole shareholder, $14.3 million of which was for the purpose of paying interest on the PIK Notes. In addition, H L & L paid to us $9.9 million to acquire certain assets previously purchased by us related to the new world headquarters project.

Contractual Purchase Obligations

In connection with the sale of AGI In-Store, effective August 29, 2014, we entered into a long-term supply agreement whereby we are committed to purchase a significant portion of our North American display fixtures requirements from Rock-Tenn Company. The supply agreement has an initial term of five years. The Corporation is committed to purchase $180 million of display fixture related products, accessories and/or services over the initial term of the agreement.

Critical Accounting PoliciesEstimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Please refer to the discussion of our Critical Accounting PoliciesEstimates under Part II, Item 7 of our Annual Report on Form 10-K for the year ended February 28, 2014.2015.

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:

 

a weak retail environment and general economic conditions;

 

the loss of one or more retail customers and/or retail consolidations, acquisitions and bankruptcies, including the possibility of resulting adverse changes to retail contract terms;

 

competitive terms of sale offered to customers, including costs and other terms associated with new and expanded customer relationships;

 

the ability of Clinton Cards to achieve the anticipated revenue and operating profits, including risks associated with leasing substantial amounts of space for itsour retail stores;

 

the timing and impact of expenses incurred and investments made to support new retail or product

strategies, as well as new product introductions and achieving the desired benefits from those investments;

strategies, as well as new product introductions and achieving the desired benefits from those investments;

 

unanticipated expenses we may be required to incur relating to our world headquarters project;

 

our ability to qualify for state and local incentives offered to assist us in the development of a new world headquarters;

 

the timing of investments in, together with the ability to successfully implement or achieve the desired benefits and cost savings associated with, any information systems refresh we may implement;

 

our inability to remediate the material weakness related to our internal control over the accounting for income taxes;

the timing and impact of converting customers to a scan-based trading model;

 

Schurman Fine Papers’Paper’s ability to successfully operate its retail operations and satisfy its obligations to us;

 

consumer demand for social expression products generally, shifts in consumer shopping behavior, and consumer acceptance of products as priced and marketed, including the success of advertising and marketing efforts, such as our online efforts through Cardstore.com;efforts;

 

the impact and availability of technology, including social media, on product sales;

 

escalation in the cost of providing employee health care;

 

the ability to comply with our debt covenants;

 

our ability to adequately maintain the security of our electronic and other confidential information;

 

fluctuations in the value of currencies in major areas where we operate, including the U.S. Dollar, Euro, UK Pound Sterling and Canadian Dollar; and

 

the outcome of any legal claims, known or unknown.

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 included in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended February 28, 2014.2015.

Item 3. Quantitative and Qualitative Disclosures aboutAbout Market Risk

For further information, refer to our Annual Report on Form 10-K for the year ended February 28, 2014.2015. There were no material changes in market risk, specifically interest rate and foreign currency exposure, for us from February 28, 2014,2015, the end of our preceding fiscal year, to AugustMay 29, 2014,2015, the end of our most recent fiscal quarter.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls

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, (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Corporation’s management, including its Co-Chief Executive Officers 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 Corporation’s management, including its Co-Chief Executive Officers and Chief Financial Officer, to evaluate the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures. Based uponon the procedures performed duringforegoing, the current fiscal quarter, our Co-Chief Executive Officers and Chief Financial Officer of American Greetings concluded that ourthe Corporation’s disclosure controls and procedures were not effective as of the end of the period covered by this report because of the material weakness described below, which has not been remediated as of such date.report.

As previously reported in the “Controls and Procedures” section included in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended February 28, 2014, we identified a material weakness in internal control over financial reporting surrounding our accounting for income taxes. The principal factors contributing to the material weakness in accounting for income taxes were as follows:

the significant complexity created as a result of the going private transaction;

insufficient tax resources to properly execute the Corporation’s review procedures required to maintain effective controls and ensure complete and accurate tax accounting, which was caused by staff turnover including during the year-end closing cycle.

Planned Remediation Efforts to Address Material Weakness

In order to remediate this material weakness and further strengthen the overall controls surrounding our accounting for income taxes, the following steps have been or will be taken to improve the overall processes and controls in our tax function:

review tax procedures and make recommendations to improve processes;

add tax resources to facilitate the execution of the Corporation’s review procedures;

utilize external advisors regarding complex tax issues to supplement knowledge that may not be available internally.

Specifically related to the preparation of the tax accounts for the quarters ended May 30, 2014 and August 29, 2014 and to ensure that the consolidated financial statements filed with those quarterly reports on Form 10-Q are presented fairly in accordance with U.S. generally accepted accounting principles, we utilized external resources and advisors as discussed above. In utilizing the external resources and advisors, we identified additional errors which were corrected during the quarter ended May 30, 2014. See Note 1, “Basis of Presentation,” to the Consolidated Financial Statements for further information.

We intend that the remediation of the material weakness related to controls over the accounting for income taxes will be completed as of the end of fiscal 2015, however, it will not be considered remediated until the remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We cannot make any assurances that we will successfully remediate this material weakness within the anticipated timeframe and thus reduce to remote the likelihood that material misstatements concerning accounting for income taxes will not be prevented or detected in a timely manner.

Changes in Internal Control over Financial Reporting

Except for the remedial actions taken to date with respect to the material weakness described above, thereThere has been no change in the Corporation’s internal control over financial reporting during the Corporation’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

PART II – II—OTHER INFORMATION

Item 1. Legal Proceedings

Al Smith et al. v. American Greetings Corporation.On June 4, 2014, Al Smith and Jeffrey Hourcade, former fixture installation crew members for special projects, individually and on behalf of those similarly situated, filed a putative class action lawsuit against American Greetings Corporation in the U.S. District Court for the Northern District of California, San Francisco Division. Plaintiffs claim that the Corporation (1) failed to pay overtime wages and minimum wages in violation ofviolated certain rules under the Fair Labor Standards Act (“FLSA”) and California law, including the California Labor Code and Industrial Welfare Commission Wage Orders (“California Law”); (2) failed to make payments within the required time in violation of California Law; (3) failed to provide properly itemized wage statements in violation of the California law; and (4) engaged in unfair competition in violation of California’s Business and Professions Code. Plaintiffs claim to represent a class of all persons who, at any time since June 4, 2010, were employed by the Corporation in California as non-exempt employees and certify subclasses therein with respect to the California Law violations detailed above. In addition, plaintiffs claim to assert a nationwide collective action under the FLSA.Orders. For themselves and the proposed classes, plaintiffs seek an unspecified amount of general and special damages, including but not limited to minimum wages, agreed upon wages and overtime wages, statutory liquidated damages, statutory penalties (including penalties under the California Labor Code Private Attorney General Act of 2004 (“PAGA”), unpaid benefits, reasonable attorneys’ fees and costs, and interest.interest). In addition, plaintiffs request disgorgement of all funds the Corporation acquired by means of any act or practice that constitutes unfair competition and restoration of such funds to the plaintiffs and the proposed classes.

The Corporation was served with the On November 6, 2014, plaintiffs filed a Second Amended Complaint on July 16, 2014to add claims for reimbursement of business expenses and failure to provide meal periods in violation of California Law and on JulyDecember 12, 2014, amended their PAGA notice to include the newly added claims.

On January 20, 2015, the parties reached a settlement in principle that, if approved by the Court, will fully and finally resolve the claims brought by Smith and Hourcade, as well as the classes they seek to represent. The settlement was a product of extensive negotiations and a private mediation, which was finalized and memorialized in a Stipulation and Class Action Settlement Agreement signed March 30, 2015. The proposed settlement establishes a settlement fund of $4.0 million to pay claims from current and former employees who worked at least one day for American Greetings Corporation and/or certain of its subsidiaries in any hourly non-exempt position in California between June 4, 2010 and the date of the Court’s preliminary approval of the settlement.

On March 31, 2014, the Corporation2015, plaintiffs filed a Motion to Dismiss.for Preliminary Approval of Class Action Settlement. On August 3, 2014, prior to the Court ruling on the defendant’s Motion to Dismiss,April 30, 2015, plaintiffs filed their FirstThird Amended Complaint. TheComplaint to which American Greetings Corporation vacated its Motion to Dismiss and filed its answer on May 19, 2015. On April 30, 2015, the Court held a preliminary approval hearing. If the settlement is preliminarily approved, notice and claim forms will be mailed to class members and class members will have an opportunity to submit claims, to opt-out of the settlement, and/or to object to the First Amended Complaintsettlement. As part of a Preliminary Approval Order, the Court will set a Final Approval Hearing to occur after the notice process, at which point the Court will consider the notice process and results, any objections, and other relevant information. The Court will then decide whether to finally approve the class settlement. If the settlement is finally approved, American Greetings will fund the settlement within twenty (20) days after passage of all appeal periods. Thereafter, the settlement funds will be disbursed as provided in the settlement agreement and the Court’s orders.

Michael Ackerman v. American Greetings Corporation, et al. On March 6, 2015, plaintiff Michael Ackerman, individually and on August 21, 2014.behalf of others similarly situated, filed a putative class action lawsuit in the United States District Court of New Jersey alleging violation of the Telephone Consumer Protection Act (“TCPA”) by American Greetings Corporation and its subsidiary, AG Interactive, Inc. The plaintiff claims that defendants (1) sent plaintiff an unsolicited text message notifying plaintiff that he had received an ecard; and (2) knowingly and/or willfully violated the TCPA, which prohibits unsolicited automated or prerecorded telephone calls, including faxes and text messages, sent to cellular telephones. Plaintiff seeks to certify a nationwide class based on unsolicited text messages sent by defendants during the period February 8, 2011 through February 8, 2015. The plaintiff seeks damages in the statutory amount of $500 for each and every violation of the TCPA and $1,500 for each and every willful violation of the TCPA. We believe the plaintiff’s allegations in this lawsuit are without merit and intend to defend the action vigorously.

Management does not believe, based on currently available information, that the outcome of these proceedings will have a material adverse effect on the Corporation’s business, consolidated financial position or results of operations, although the outcomes could be material to the Corporation’s operating results for any particular period, depending, in part, upon the operating results for such period.

In addition to the foregoing, we are involved in various judicial, administrative, regulatory and arbitration proceedings concerning matters arising in the ordinary course of business operations, including, but not limited to, employment, commercial disputes and other contractual matters. We, however, do not believe that based on currently available information any of the other litigation in which we are currently engaged, either individually or in the aggregate, will have a material adverse effect on the Corporation’sour business, consolidated financial condition, although the outcome could be material to the Corporation’s operatingposition or results for any particular period, depending, in part, upon the operating results for such period.

Item 5. Other Information

American Greetings maintains a Supplemental Executive Retirement Plan (as amended and restated, the “SERP”) that provides retirement benefits to officers at the Vice President level and above named as participants by the Board of Directors before December 31, 2013, which includes our named executive officers. The amount of the benefit is calculated based on a formula consisting of the executive’s length of service (to a maximum of twenty years) and final average earnings (the average of the two highest years of base salary earnings, plus the incentive that would have been paid under any annual incentive plan then in effect if the participant had been paid exactly 50% of his or her target incentive compensation). As previously disclosed, the SERP program was frozen effective December 31, 2013. As such, benefits earned as of that date were vested; however, the vested benefit amounts will be calculated using each participant’s years of service and earnings as of that date. Notwithstanding, in connection with Mr. Jeffrey Weiss’s August 2013 promotion to Co-Chief Executive Officer of American Greetings and associated increase in compensation to equal the compensation of Zev Weiss, for purposes of calculating his SERP benefit, as of October 7, 2014, Mr. Jeffrey Weiss’s SERP benefit has been modified to be calculated based on base salary earnings and target bonus percentages that he would have earned had he been compensated at the same level as Mr. Zev Weiss during 2012 and 2013. The effect of this revision is that Mr. Jeffrey Weiss’s SERP benefit at retirement will be based on a base salary of $987,067, and a target bonus percentage of 100%, increasing his monthly benefit (assuming retirement at age 65) from $20,023 to $24,677. All other terms of the SERP continue to apply and were not otherwise modified. For a description of the SERP, please refer to our Annual Report on Form 10-K for the fiscal year ended February 28, 2014.operations.

Item 6. Exhibits

Exhibits required by Item 601 of Regulation S-K

 

Exhibit
Number

 

Description

10.1Ninth Amendment to Amended and Restated Receivables Purchase Agreement, dated as of August 8, 2014, among AGC Funding Corporation, the Corporation, as Servicer and PNC Bank, National Association, as Purchaser Agent, Administrator and as Issuer of Letters of Credit.
31(a) Certification of co-ChiefCo-Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(b) Certification of co-ChiefCo-Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(c) Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of co-ChiefCo-Chief Executive Officers and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 The following materials from the Corporation’s quarterly report on Form 10-Q for the quarter ended AugustMay 29, 2014,2015, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statement of Income for the quarters ended AugustMay 29, 2014,2015 and AugustMay 30, 2013,2014, (ii) Consolidated Statement of Comprehensive Income (Loss) for the quarters ended AugustMay 29, 2014,2015 and AugustMay 30, 2013,2014, (iii) Consolidated Statement of Financial Position at AugustMay 29, 2014,2015, February 28, 20142015 and AugustMay 30, 2013,2014, (iv) Consolidated Statement of Cash Flows for the six monthsquarters ended AugustMay 29, 20142015 and AugustMay 30, 20132014, and (v) Notes to the Consolidated Financial Statements for the quarter ended AugustMay 29, 2014.2015.

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/ Robert D. Tyler

 Robert D. Tyler
 

    Corporate Controller and

    Chief Accounting Officer *

OctoberJuly 10, 20142015

* (Signing on behalf of Registrant as a duly authorized officer of the Registrant and signing as the chief accounting officer of the Registrant.)

*(Signing on behalf of Registrant as a duly authorized officer of the Registrant and signing as the chief accounting officer of the Registrant.)

 

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