Exhibit 99.1
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma consolidated statement of financial position and statements of income are based upon the historical consolidated financial statements of American Greetings Corporation (the “Company”), as adjusted to reflect the sale of A. G. Industries, Inc. (dbaAGI In-Store “AGI In-Store”) to Rock-Tenn Company for $70 million in cash, subject to a working capital adjustment. The unaudited pro forma consolidated statement of financial position as of May 30, 2014 reflects the pro forma effect as if theAGI In-Store disposition had been consummated on that date. The unaudited pro forma consolidated statements of income for the three months ended May 30, 2014 and the year ended February 28, 2014 include the Company’s historical statements of income, adjusted to reflect the pro forma effect as if the AGI In-Store disposition had been consummated on March 1, 2013 (the first day of the Company’s 2014 fiscal year). The historical consolidated financial statements referred to above for the Company were included in its Quarterly Report on Form 10-Q for the quarter ended May 30, 2014 and Annual Report on Form 10-K for the year ended February 28, 2014. The accompanying unaudited pro forma consolidated financial information and the historical consolidated financial information presented therein should be read in conjunction with the historical consolidated financial statements and notes thereto for the Company.
The unaudited pro forma consolidated balance sheet and statements of income include pro forma adjustments which reflect transactions and events that (a) are directly attributable to the sale, (b) are factually supportable and (c) with respect to the statement of income, have a continuing impact on consolidated results. The pro forma adjustments are described in the accompanying notes to the unaudited pro forma consolidated financial statements.
The preparation of this unaudited pro forma consolidated financial information requires management to make estimates and assumptions based upon the information known at that time. The unaudited pro forma consolidated financial information is provided for informational purposes only and is not necessarily indicative of the results of operations that would have occurred if theAGI In-Store disposition had occurred on March 1, 2013 or May 30, 2014, as applicable, nor is it necessarily indicative of the Company’s future operating results. The pro forma adjustments are subject to change and are based upon currently available information.
AMERICAN GREETINGS CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Thousands of dollars except share and per share amounts)
(Unaudited)
| | | | | | | | | | | | |
| | May 30, 2014 | |
| | Consolidated | | | Pro Forma | | | | |
| | Historical | | | Adjustments | | | Pro Forma | |
ASSETS | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 64,990 | | | $ | 72,534 | (a) | | $ | 137,524 | |
Trade accounts receivable, net | | | 134,185 | | | | (9,021 | ) (b) | | | 125,164 | |
Inventories | | | 259,837 | | | | (14,567 | ) (b) | | | 245,270 | |
Deferred and refundable income taxes | | | 43,862 | | | | (805 | ) (b) | | | 43,057 | |
Prepaid expenses and other | | | 139,337 | | | | (258 | ) (b) | | | 139,079 | |
| | | | | | | | | | | | |
Total current assets | | | 642,211 | | | | 47,883 | | | | 690,094 | |
| | | |
Other assets | | | 537,453 | | | | (130 | ) (b) | | | 537,323 | |
Deferred and refundable income taxes | | | 71,232 | | | | 1,942 | (b) | | | 73,174 | |
| | | |
Property, plant and equipment - at cost | | | 876,634 | | | | (28,026 | ) (b) | | | 848,608 | |
Less accumulated depreciation | | | 491,621 | | | | (17,964 | ) (b) | | | 473,657 | |
| | | | | | | | | | | | |
Property, plant and equipment - net | | | 385,013 | | | | (10,062 | ) | | | 374,951 | |
| | | | | | | | | | | | |
| | $ | 1,635,909 | | | $ | 39,633 | | | $ | 1,675,542 | |
| | | | | | | | | | | | |
LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | |
Debt due within one year | | $ | 20,000 | | | $ | — | | | $ | 20,000 | |
Accounts payable | | | 103,701 | | | | (7,174 | ) (b) | | | 96,527 | |
Accrued liabilities | | | 68,012 | | | | — | | | | 68,012 | |
Accrued compensation and benefits | | | 40,514 | | | | (509 | ) (b) | | | 40,005 | |
Income taxes payable | | | 3,706 | | | | (823 | ) (b) | | | 21,993 | |
| | | | | | | 19,110 | (c) | | | | |
Deferred revenue | | | 30,360 | | | | (490 | ) (b) | | | 29,870 | |
Other current liabilities | | | 82,679 | | | | — | | | | 82,679 | |
| | | | | | | | | | | | |
Total current liabilities | | | 348,972 | | | | 10,114 | | | | 359,086 | |
| | | |
Long-term debt | | | 596,702 | | | | — | | | | 596,702 | |
Other liabilities | | | 303,937 | | | | (297 | ) (b) | | | 303,640 | |
Deferred income taxes and noncurrent income taxes payable | | | 13,270 | | | | (73 | ) (b) | | | 13,197 | |
| | | |
Shareholder’s equity | | | | | | | | | | | | |
Common shares - par value $.01 per share: | | | | | | | | | | | | |
100 shares issued and outstanding | | | — | | | | — | | | | — | |
Capital in excess of par value | | | 240,000 | | | | — | | | | 240,000 | |
Accumulated other comprehensive income | | | 2,595 | | | | — | | | | 2,595 | |
Retained earnings | | | 130,433 | | | | 29,889 | (d) | | | 160,322 | |
| | | | | | | | | | | | |
Total shareholder’s equity | | | 373,028 | | | | 29,889 | | | | 402,917 | |
| | | | | | | | | | | | |
| | $ | 1,635,909 | | | $ | 39,633 | | | $ | 1,675,542 | |
| | | | | | | | | | | | |
AMERICAN GREETINGS CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(Thousands of dollars)
(Unaudited)
| | | | | | | | | | | | |
| | Three Months Ended May 30, 2014 | |
| | Consolidated | | | Pro Forma | | | | |
| | Historical | | | Adjustments | | | Pro Forma | |
Net sales | | $ | 497,274 | | | $ | (10,519 | ) (b) | | $ | 486,755 | |
Other revenue | | | 6,310 | | | | — | | | | 6,310 | |
| | | | | | | | | | | | |
Total revenue | | | 503,584 | | | | (10,519 | ) | | | 493,065 | |
| | | |
Material, labor and other production costs | | | 200,786 | | | | (6,308 | ) (b) | | | 194,478 | |
Selling, distribution and marketing expenses | | | 172,259 | | | | (911 | ) (b) | | | 171,348 | |
Administrative and general expenses | | | 69,295 | | | | (1,125 | ) (b) | | | 68,170 | |
Other operating income - net | | | (1,968 | ) | | | — | | | | (1,968 | ) |
| | | | | | | | | | | | |
Operating income | | | 63,212 | | | | (2,175 | ) | | | 61,037 | |
| | | |
Interest expense | | | 8,994 | | | | — | | | | 8,994 | |
Interest income | | | (111 | ) | | | — | | | | (111 | ) |
Other non-operating income - net | | | (1,107 | ) | | | — | | | | (1,107 | ) |
| | | | | | | | | | | | |
Income before income tax expense | | | 55,436 | | | | (2,175 | ) | | | 53,261 | |
| | | |
Income tax expense | | | 11,697 | | | | (848 | ) (e) | | | 10,849 | |
| | | | | | | | | | | | |
Net income | | $ | 43,739 | | | $ | (1,327 | ) | | $ | 42,412 | |
| | | | | | | | | | | | |
AMERICAN GREETINGS CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(Thousands of dollars)
(Unaudited)
| | | | | | | | | | | | |
| | Year Ended February 28, 2014 | |
| | Consolidated | | | Pro Forma | | | | |
| | Historical | | | Adjustments | | | Pro Forma | |
Net sales | | $ | 1,941,809 | | | $ | (49,394 | ) (b) | | $ | 1,892,415 | |
Other revenue | | | 27,857 | | | | — | | | | 27,857 | |
| | | | | | | | | | | | |
Total revenue | | | 1,969,666 | | | | (49,394 | ) | | | 1,920,272 | |
| | | |
Material, labor and other production costs | | | 857,227 | | | | (23,896 | ) (b) | | | 833,331 | |
Selling, distribution and marketing expenses | | | 685,088 | | | | (3,917 | ) (b) | | | 681,171 | |
Administrative and general expenses | | | 297,443 | | | | (3,763 | ) (b) | | | 293,680 | |
Goodwill impairment | | | 733 | | | | — | | | | 733 | |
Other operating income - net | | | (7,718 | ) | | | (432 | ) (b) | | | (8,150 | ) |
| | | | | | | | | | | | |
Operating income | | | 136,893 | | | | (17,386 | ) | | | 119,507 | |
| | | |
Interest expense | | | 27,363 | | | | — | | | | 27,363 | |
Interest income | | | (400 | ) | | | — | | | | (400 | ) |
Other non-operating income - net | | | (3,296 | ) | | | — | | | | (3,296 | ) |
| | | | | | | | | | | | |
Income before income tax expense | | | 113,226 | | | | (17,386 | ) | | | 95,840 | |
| | | |
Income tax expense | | | 62,704 | | | | (6,781 | ) (e) | | | 55,923 | |
| | | | | | | | | | | | |
Net income | | $ | 50,522 | | | $ | (10,605 | ) | | $ | 39,917 | |
| | | | | | | | | | | | |
Basis of Presentation
The unaudited pro forma consolidated statement of financial position and statements of income are based upon the historical consolidated financial statements of American Greetings Corporation (the “Company”), which were included in its Quarterly Report on Form 10-Q for the quarter ended May 30, 2014 and Annual Report on Form 10-K for the year ended February 28, 2014. The unaudited pro forma consolidated statement of financial position as of May 30, 2014 reflects the pro forma effect as if the disposition of A. G. Industries, Inc. (dba AGI In-Store “AGI In-Store”) had been consummated on that date. The unaudited pro forma condensed consolidated statements of income for the three months ended May 30, 2014 and the year ended February 28, 2014 include the Company’s historical statements of income, adjusted to reflect the pro forma effect as if the AGI In-Store disposition had been consummated on March 1, 2013 (the first day of the Company’s 2014 fiscal year).
Pro Forma Adjustments
(a) | To reflect net cash American Greetings Corporation received for the sale of AGI In-Store. |
(b) | To reflect the elimination of assets and liabilities included in the disposition of AGI In-Store and historical revenues and expenses. |
(c) | To reflect income taxes related to the estimated pre-tax gain on sale based on the estimated statutory tax rate. |
(d) | To reflect the estimated after-tax effect on retained earnings due to the disposition of AGI In-Store. |
(e) | To reflect the income tax effect resulting from the pro forma effect of the disposition of AGI In-Store based upon the estimated statutory tax rate. |