UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
(Mark One)
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended | November 30, 2002 | |
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OR
| o | 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 | |
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AMERICAN GREETINGS CORPORATION
| Ohio | 34-0065325 | |
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| (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 | ||
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| Registrants telephone number, including area code |
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ Noo |
| Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ Noo |
As of November 30, 2002, the date of this report, the number of shares outstanding of each of the issuers classes of common stock was:
| Class A Common 61,255,116 Class B Common 4,601,741 |
AMERICAN GREETINGS CORPORATION
INDEX
| Page | |||||
| Number | |||||
PART I FINANCIAL INFORMATION |
|||||
Item 1. Financial Statements |
1 | ||||
Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations |
20 | ||||
Item 4.
Controls and Procedures |
28 | ||||
PART II OTHER INFORMATION |
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Item 6. Exhibits and Reports on Form 8-K |
29 | ||||
SIGNATURES |
30 | ||||
CERTIFICATIONS |
31 | ||||
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN GREETINGS CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(Thousands of dollars except share and per share amounts)
| (Unaudited) | ||||||||||
| Nine Months Ended | ||||||||||
| November 30, | ||||||||||
| 2002 | 2001 | |||||||||
Net sales |
$ | 1,469,954 | $ | 1,365,237 | ||||||
Costs and expenses: |
||||||||||
Material, labor and other production costs |
665,385 | 707,660 | ||||||||
Selling, distribution and marketing |
457,971 | 508,757 | ||||||||
Administrative and general |
180,777 | 214,488 | ||||||||
Restructure charges |
| 52,925 | ||||||||
Interest expense |
59,364 | 59,144 | ||||||||
Other (income) net |
(19,095 | ) | (2,478 | ) | ||||||
Total costs and expenses |
1,344,402 | 1,540,496 | ||||||||
Income (loss) before income tax expense (benefit) |
125,552 | (175,259 | ) | |||||||
Income tax expense (benefit) |
49,844 | (66,072 | ) | |||||||
Net income (loss) |
$ | 75,708 | $ | (109,187 | ) | |||||
Earnings (loss) per share |
$ | 1.15 | $ | (1.72 | ) | |||||
Earnings (loss) per share assuming dilution |
$ | 1.03 | $ | (1.72 | ) | |||||
Dividends per share |
$ | | $ | 0.20 | ||||||
Average number of common shares outstanding |
65,554,677 | 63,569,030 | ||||||||
Average
number of common shares outstanding
assuming dilution |
78,971,775 | 63,569,030 | ||||||||
See notes to condensed consolidated financial statements.
1
AMERICAN GREETINGS CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(Thousands of dollars except share and per share amounts)
| (Unaudited) | ||||||||||
| Three Months Ended | ||||||||||
| November 30, | ||||||||||
| 2002 | 2001 | |||||||||
Net sales |
$ | 588,811 | $ | 575,881 | ||||||
Costs and expenses: |
||||||||||
Material, labor and other production costs |
285,287 | 291,962 | ||||||||
Selling, distribution and marketing |
159,728 | 176,783 | ||||||||
Administrative and general |
47,044 | 71,290 | ||||||||
Interest expense |
19,569 | 23,619 | ||||||||
Other (income) expense net |
(747 | ) | 1,592 | |||||||
Total costs and expenses |
510,881 | 565,246 | ||||||||
Income before income tax expense |
77,930 | 10,635 | ||||||||
Income tax expense |
30,938 | 4,010 | ||||||||
Net income |
$ | 46,992 | $ | 6,625 | ||||||
Earnings per share |
$ | 0.71 | $ | 0.10 | ||||||
Earnings per share assuming dilution |
$ | 0.62 | $ | 0.10 | ||||||
Dividends per share |
$ | | $ | 0.10 | ||||||
Average number of common shares outstanding |
65,847,805 | 63,705,743 | ||||||||
Average number of common shares outstanding
assuming dilution |
79,311,123 | 63,705,743 | ||||||||
See notes to condensed consolidated financial statements.
2
AMERICAN GREETINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Thousands of dollars)
| (Unaudited) | (Note A) | (Unaudited) | ||||||||||||
| November 30, 2002 | Feb. 28, 2002 | November 30, 2001 | ||||||||||||
ASSETS |
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Current assets |
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Cash and cash equivalents |
$ | 21,801 | $ | 100,979 | $ | 45,353 | ||||||||
Trade accounts receivable, less allowances
of $107,716, $137,121 and $185,499 respectively
(principally for sales returns and doubtful accounts) |
513,922 | 288,986 | 538,546 | |||||||||||
Inventories |
295,224 | 290,804 | 341,962 | |||||||||||
Deferred and refundable income taxes |
191,991 | 200,206 | 151,048 | |||||||||||
Prepaid expenses and other |
228,181 | 185,207 | 207,742 | |||||||||||
Total current assets |
1,251,119 | 1,066,182 | 1,284,651 | |||||||||||
Goodwill net |
207,106 | 199,195 | 256,259 | |||||||||||
Other assets |
766,617 | 933,133 | 901,061 | |||||||||||
Property, plant and equipment at cost |
1,040,496 | 1,034,211 | 1,069,519 | |||||||||||
Less accumulated depreciation |
652,748 | 617,726 | 631,186 | |||||||||||
Property, plant and equipment net |
387,748 | 416,485 | 438,333 | |||||||||||
| $ | 2,612,590 | $ | 2,614,995 | $ | 2,880,304 | |||||||||
LIABILITIES AND SHAREHOLDERS EQUITY
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Current
liabilities
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Debt due within one year |
$ | 37,274 | $ | 11,720 | $ | 35,056 | ||||||||
Accounts payable |
162,153 | 130,601 | 119,170 | |||||||||||
Accrued liabilities |
140,613 | 188,356 | 227,209 | |||||||||||
Accrued compensation and benefits |
92,572 | 109,004 | 97,762 | |||||||||||
Dividends payable |
| | 6,368 | |||||||||||
Income taxes |
94,046 | 150,588 | 118,787 | |||||||||||
Other current liabilities |
84,803 | 125,771 | 143,775 | |||||||||||
Total current liabilities |
611,461 | 716,040 | 748,127 | |||||||||||
Long-term debt |
844,341 | 853,113 | 995,239 | |||||||||||
Other liabilities |
110,233 | 115,795 | 198,258 | |||||||||||
Deferred income taxes |
24,295 | 27,628 | 23,351 | |||||||||||
Shareholders equity |
1,022,260 | 902,419 | 915,329 | |||||||||||
| $ | 2,612,590 | $ | 2,614,995 | $ | 2,880,304 | |||||||||
See notes to condensed consolidated financial statements.
3
AMERICAN GREETINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Thousands of dollars)
| (Unaudited) | ||||||||||
| Nine Months Ended | ||||||||||
| November 30, | ||||||||||
| 2002 | 2001 | |||||||||
OPERATING ACTIVITIES: |
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Net income (loss) |
$ | 75,708 | $ | (109,187 | ) | |||||
Adjustments to reconcile to net cash
used by operating activities: |
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Restructure charges |
| 46,439 | ||||||||
(Gain) on sale of marketable security |
(12,027 | ) | | |||||||
Depreciation and amortization |
49,112 | 62,284 | ||||||||
Deferred and refundable income taxes |
4,820 | 41,636 | ||||||||
Changes in operating assets and liabilities,
net of effects from acquisitions: |
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Increase in trade accounts receivable |
(219,517 | ) | (153,099 | ) | ||||||
(Increase) decrease in inventories |
(497 | ) | 20,589 | |||||||
Decrease in other current assets |
2,525 | 6,394 | ||||||||
Decrease (increase) in deferred cost net |
50,170 | (46,551 | ) | |||||||
Decrease in accounts payable and other liabilities |
(93,040 | ) | (67,251 | ) | ||||||
Other net |
7,824 | 7,263 | ||||||||
Cash Used by Operating Activities |
(134,922 | ) | (191,483 | ) | ||||||
INVESTING ACTIVITIES: |
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Business acquisitions |
| (35,000 | ) | |||||||
Property, plant & equipment additions |
(17,768 | ) | (21,597 | ) | ||||||
Proceeds from sale of property, plant & equipment |
1,694 | 3,459 | ||||||||
Investment in corporate-owned life insurance |
5,257 | 5,745 | ||||||||
Other net |
31,694 | (14,058 | ) | |||||||
Cash Provided (Used) by Investing Activities |
20,877 | (61,451 | ) | |||||||
FINANCING ACTIVITIES: |
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Increase in long-term debt |
| 688,485 | ||||||||
Reduction of long-term debt |
(6,581 | ) | (80,622 | ) | ||||||
Increase (decrease) in short-term debt |
20,476 | (341,058 | ) | |||||||
Sale of stock under benefit plans |
21,055 | 92 | ||||||||
Purchase of treasury shares |
(83 | ) | (99 | ) | ||||||
Dividends to shareholders |
| (20,202 | ) | |||||||
Cash Provided by Financing Activities |
34,867 | 246,596 | ||||||||
DECREASE IN CASH AND CASH EQUIVALENTS |
(79,178 | ) | (6,338 | ) | ||||||
Cash and Cash Equivalents at Beginning of Year |
100,979 | 51,691 | ||||||||
Cash and Cash Equivalents at End of Period |
$ | 21,801 | $ | 45,353 | ||||||
See notes to condensed consolidated financial statements.
4
AMERICAN GREETINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Thousands of dollars except share and per share amounts)
Three and Nine Months Ended November 30, 2002 and 2001
Note A Basis of Presentation
The accompanying unaudited condensed consolidated financial statements 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 accruals) considered necessary for a fair presentation have been included.
The balance sheet at February 28, 2002 has been derived from the audited financial statements at that date but does not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements.
The Corporations fiscal year ends on February 28 or 29. References to a particular year refer to the fiscal year ending in February of that year. For example, 2002 refers to the year ended February 28, 2002.
Certain amounts in the prior year financial statements have been reclassified to conform with the 2003 presentation. The Corporation adopted the Financial Accounting Standards Boards Emerging Issues Task Force Issue No. 01-09, Accounting for Consideration Given by a Vendor to a Customer/Reseller (EITF 01-09), effective March 1, 2002. As a result, certain amounts in the prior year financial statements have been reclassified. See Note C for further discussion.
For further information, refer to the consolidated financial statements and notes thereto included in the Corporations annual report on Form 10-K for the year ended February 28, 2002.
Note B Seasonal Nature of Business
A significant portion of the Corporations business is seasonal in nature. Therefore, the results of operations for interim periods are not necessarily indicative of the results for the fiscal year taken as a whole.
5
Note C Recent Accounting Pronouncements:
In November 2001, the Financial Accounting Standards Boards Emerging Issues Task Force (EITF) issued EITF 01-09, which addresses the accounting for consideration given by a vendor to a customer including both a reseller of the vendors products and an entity that purchases the vendors products from a reseller. EITF 01-09 also codifies and reconciles related guidance issued by the EITF including EITF No. 00-25, Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendors Products, and EITF 00-14, Accounting for Certain Sales Incentives. EITF 01-09 outlines the presumption that consideration given by a vendor to a customer, a reseller or a customer of a reseller is to be treated as a reduction of revenue. The Corporation adopted EITF 01-09, effective March 1, 2002, as required. Certain amounts related to incentive payments, amortization of deferred costs and other customer benefits have been reclassified in the prior year financial statements to conform with the 2003 presentation. Those reclassifications resulted in decreases to material, labor and other production costs of $43,869 and $21,550 for the nine and three months ended November 30, 2001, respectively; and selling, distribution and marketing costs of $290,292 and $108,002 for the nine and three months ended November 30, 2001, respectively, with corresponding decreases in net sales in those periods. These reclassifications did not affect net income for those periods.
On March 1, 2002, the Corporation adopted Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets. This Statement, which supersedes APB Opinion No. 17, Intangible Assets, eliminates the requirement to amortize goodwill and indefinite-lived intangible assets, addresses the amortization of intangible assets with a defined life and addresses the impairment testing and recognition for goodwill and intangible assets. SFAS No. 142 applies to goodwill and intangible assets arising from transactions completed before and after the Statements effective date. Effective March 1, 2002, the Corporation discontinued amortization of its goodwill in accordance with this Statement. For the nine and three months ended November 30, 2001, the Corporations results included $9,477 ($5,904 net of tax) and $3,799 ($2,367 net of tax), respectively, of amortization expense related to goodwill included in other (income) expense net in the Consolidated Statement of Operations.
6
Adjusted information, assuming the adoption of the non-amortization provisions of this Statement for the nine and three months ended November 30, 2001, is as follows:
| Nine Months Ended November 30 | ||||||||
| 2002 | 2001 | |||||||
Reported net income (loss) |
$ | 75,708 | $ | (109,187 | ) | |||
Add back: goodwill amortization
net of tax |
| 5,904 | ||||||
Adjusted net income (loss) |
$ | 75,708 | $ | (103,283 | ) | |||
Reported earnings (loss) per share |
$ | 1.15 | $ | (1.72 | ) | |||
Add back: goodwill amortization
net of tax |
| 0.09 | ||||||
Adjusted earnings (loss) per share |
$ | 1.15 | $ | (1.63 | ) | |||
Reported earnings (loss) per
share
assuming dilution |
$ | 1.03 | $ | (1.72 | ) | |||
Add back: goodwill amortization
net of tax |
| 0.09 | ||||||
Adjusted earnings (loss) per
share assuming dilution |
$ | 1.03 | $ | (1.63 | ) | |||
| Three Months Ended November 30 | ||||||||
| 2002 | 2001 | |||||||
Reported net income |
$ | 46,992 | $ | 6,625 | ||||
Add back: goodwill amortization
net of tax |
| 2,367 | ||||||
Adjusted net loss |
$ | 46,992 | $ | 8,992 | ||||
Reported earnings per share |
$ | 0.71 | $ | 0.10 | ||||
Add back: goodwill amortization
net of tax |
| 0.04 | ||||||
Adjusted earnings per share |
$ | 0.71 | $ | 0.14 | ||||
Reported earnings per share
assuming dilution |
$ | 0.62 | $ | 0.10 | ||||
Add back: goodwill amortization
net of tax |
| 0.04 | ||||||
Adjusted earnings per share
assuming dilution |
$ | 0.62 | $ | 0.14 | ||||
7
At November 30, 2002, intangible assets subject to the amortization provisions of SFAS No. 142, net of accumulated amortization, were $1,659. The Corporation does not have any indefinite-lived intangible assets.
SFAS No. 142 also requires goodwill to be tested for impairment at least annually at a level of reporting defined in the Statement as a reporting unit. The Corporation completed the first step of the transitional impairment test for goodwill during the three months ended August 31, 2002 and determined there were no indicators of impairment as of March 1, 2002. As such, the Corporation will not record a cumulative effect charge as of March 1, 2002 for the adoption of SFAS No. 142. The Corporation will complete its annual test for impairment as required by SFAS No. 142 during its fourth quarter.
A summary of the changes in the carrying amount of the Corporations goodwill during the nine months ended November 30, 2002 by segment is as follows:
| Social Expression | AmericanGreetings. | Non-reportable | ||||||||||||||
| Products | com | Segments | ||||||||||||||