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AMERICAN GREETINGS CORP - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations

July 14, 2014

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. 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

Total revenue for the current year first quarter was $503.6 million, an increase of approximately $6.3 million, or 1.3% compared to the prior year period. This improvement was primarily the result of increased sales of greeting cards and the impact of favorable foreign currency movements. These improvements were partially offset by lower revenues from our fixtures business, gift packaging products and party goods. First quarter operating income was $63.2 million, an increase of approximately $7.8 million, or 14.2% compared to the prior year period. The improvement was driven within our International Social Expression Products segment due to higher revenue and lower supply chain costs; and within our North American Social Expression Products segment due primarily to cost savings initiatives. The current year included the unfavorable impact of approximately $3 million related to scan-based trading ("SBT") implementations which was about flat compared to the prior year. The prior year included approximately $5 million of costs related to the going private transaction. Subsequent to quarter end, 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 approximately two years. Net of transaction costs, we received approximately $13.5 million cash from the sale, and expect to record a non-cash loss on disposal of approximately $14 million to $16 million during our second fiscal quarter. 19



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Results of Operations

Three months ended May 30, 2014 and May 31, 2013

Net income was $43.7 million in the first quarter compared to $33.4 million in the prior year first quarter.

Our results for the three months ended May 30, 2014 and May 31, 2013 are summarized below: % Total % Total (Dollars in thousands) 2014 Revenue 2013 Revenue Net sales $ 497,274 98.7 % $ 490,545 98.6 % Other revenue 6,310 1.3 % 6,758 1.4 % Total revenue 503,584 100.0 % 497,303 100.0 % Material, labor and other production costs 200,786 39.9 % 203,837 41.0 % Selling, distribution and marketing expenses 172,259 34.2 % 170,339 34.3 % Administrative and general expenses 69,295 13.8 % 71,080 14.3 % Other operating income - net (1,968 ) (0.4 %) (3,318 ) (0.7 %) Operating income 63,212 12.5 % 55,365 11.1 % Interest expense 8,994 1.8 % 4,312 0.9 % Interest income (111 ) (0.0 %) (120 ) (0.0 %) Other non-operating income - net (1,107 ) (0.3 %)



(1,373 ) (0.3 %)

Income before income tax expense 55,436 11.0 % 52,546 10.5 % Income tax expense 11,697 2.3 % 19,153 3.8 % Net income $ 43,739 8.7 % $ 33,393 6.7 % For the three months ended May 30, 2014, consolidated net sales were $497.3 million, up from $490.5 million in the prior year first quarter. This 1.4%, or approximately $7 million, increase was driven by higher sales of greeting cards of approximately $9 million and the favorable impact of foreign currency of approximately $7 million. These increases were partially offset by lower sales in our fixtures business of approximately $4 million, decreased sales of other ancillary products of approximately $3 million and lower sales of gift packaging and party goods of approximately $2 million. Other revenue, primarily royalty revenue from our Strawberry Shortcake and Care Bears properties, decreased $0.4 million during the three months ended May 30, 2014.



Wholesale Unit and Pricing Analysis for Greeting Cards

Unit and pricing comparatives (on a sales less returns basis) for the three months ended May 30, 2014 and May 31, 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 (3.9 %) 6.4 % 6.9 % 2.0 % (0.3 %) 4.8 % Selling prices 5.5 % 3.8 % (1.5 %) 3.6 % 3.2 % 3.5 % Overall increase / (decrease) 1.4 % 10.4 % 5.4 % 5.6 % 2.9 % 8.5 % During the first quarter, combined everyday and seasonal greeting card sales less returns increased 2.9% compared to the prior year quarter, as a result of increases in selling prices of 3.2% partially offset by a decrease in unit volume of 0.3%. The overall increase was primarily driven by increases in selling prices from our everyday greeting cards in both our North American Social Expression Products and International Social Expression Products segments. 20



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Everyday card sales less returns during the three months ended May 30, 2014 were up 1.4%, compared to the prior year quarter. Increases in selling prices of 5.5% were partially offset by a decrease in unit volume of 3.9%. The selling price increase was a result of general price increases. The unit volume decline was primarily driven by soft sales across most distribution channels. Seasonal card sales less returns increased 5.4% during the three months ended May 30, 2014 compared to the prior year quarter, with an increase in unit volume of 6.9% partially offset by a decline in selling prices of 1.5%. The unit volume improvement was driven by our Mother's Day program in both our North American Social Expression Products and International Social Expression Products segments and our Easter, Father's Day and Graduation programs within our North American Social Expression Products segment. The decrease in selling prices was primarily attributable to our Father's Day and Graduation programs in our North American Social Expression Products segment and our Mother's Day program in our International Social Expression Products segment.



Expense Overview

Material, labor and other production costs were $200.8 million for the three months ended May 30, 2014, a decrease of $3.0 million from $203.8 million in the prior year first quarter. As a percentage of total revenue, these costs were 39.9% in the current period compared to 41.0% for the three months ended May 31, 2013. The decrease was due to lower costs primarily related to product display material costs, partially offset by unfavorable product mix. Also partially offsetting the decrease was the unfavorable impact of foreign currency translation of approximately $4 million. Selling, distribution and marketing expenses were $172.3 million for the three months ended May 30, 2014, increasing $2.0 million from $170.3 million in the prior year first quarter. As a percentage of total revenue, these costs were 34.2% in the current period compared to 34.3% for the prior year period. The dollar increase in the current year first quarter was driven by the unfavorable impact of foreign currency translation of approximately $4 million and higher supply chain costs of approximately $1 million. Partially offsetting these increases were lower sales, marketing and product management expenses and lower retail store expenses of approximately $2 million and $1 million, respectively. Administrative and general expenses were $69.3 million for the three months ended May 30, 2014, a decrease of $1.8 million from $71.1 million in the prior year first quarter. This decrease was driven primarily by prior year costs and fees related to the proposal to go private of approximately $5 million. 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 and the unfavorable impact of foreign currency translation of approximately $1 million. Other operating income - net was $2.0 million during the current year quarter compared to $3.3 million in the prior year. In both the current year and prior year 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 three months ended May 30, 2014 and $2.0 million for three months ended May 31, 2013. The current quarter recovery represents the final amount of a full recovery of the prior 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. The effective tax rate was 21.1% and 36.4% for the three months ended May 30, 2014 and May 31, 2013, respectively. The lower than statutory rate in the current period is due primarily to the recording of a net $3.1 million federal tax refund and related interest attributable to fiscal 2000 and the error corrections 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 three months ended May 30, 2014, we identified and corrected errors in the accounting for income taxes that related to the year ended February 28, 2014. These errors primarily related to our failure to consider all sources of available 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 in fiscal 2014. See Note 1, "Basis of Presentation," to the Consolidated Financial Statements for further information. 21



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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 May 30, 2014, we operated 400 card and gift retail stores in the 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. The Non-reportable segments primarily include licensing activities and the design, manufacture and sales of display fixtures. Segment results are reported using actual foreign exchange rates for the periods presented. Refer to Note 16, "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 (Dollars in thousands) May 30, 2014 May 31, 2013 % Change Total revenue $ 329,057$ 328,287 0.2 % Segment earnings 69,364 66,347 4.5 % Total revenue of our North American Social Expression Products segment for the quarter ended May 30, 2014, increased $0.8 million, or 0.2%, compared to the prior year period. The increase was primarily driven by higher sales of greetings cards of approximately $6 million, partially offset by lower sales of gift packaging and party goods of approximately $2 million and the unfavorable impacts of foreign currency translation and higher SBT implementations of approximately $2 million and $1 million, respectively. Segment earnings increased $3.0 million in the current year three months compared to the three months ended May 31, 2013. The increase was driven primarily by the impact of favorable product mix and lower product display material costs. These favorable items were partially offset by higher supply chain costs of approximately $2 million and the unfavorable impact of higher SBT implementations.



International Social Expression Products Segment

Three Months Ended (Dollars in thousands) May 30, 2014 May 31, 2013 % Change Total revenue $ 64,974$ 59,709 8.8 % Segment earnings 1,452 330 340.0 % Total revenue of our International Social Expression Products segment increased $5.3 million, or 8.8% for the three months ended May 30, 2014, compared to the same period in the prior year. The increase was primarily driven by higher sales of greetings cards of approximately $2 million and the favorable impacts of foreign currency translation and fewer SBT implementations of approximately $2 million and $1 million, respectively. 22



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Segment earnings increased $1.1 million in the three months ended May 30, 2014 compared to the same period in the prior year. The increased earnings were primarily driven by the impact of higher sales volume as well as slightly lower year-over-year scrap expense and supply chain costs. These favorable items were partially offset by unfavorable product mix. Retail Operations Segment Three Months Ended (Dollars in thousands) May 30, 2014 May 31, 2013 % Change Total revenue $ 79,164$ 74,718 6.0 % Segment loss (4,040 ) (3,452 ) (17.0 %) Total revenue of our Retail Operations segment increased $4.4 million compared to the prior year, driven by the impact of favorable foreign exchange translation of approximately $6 million. During the first quarter of the current year, net sales at stores open one year or more were down approximately 3.5% compared to the prior year period. AG Interactive Segment Three Months Ended (Dollars in thousands) May 30, 2014 May 31, 2013 % Change Total revenue $ 14,499$ 14,700 (1.4 %) Segment earnings 5,412 3,313 63.4 % Total revenue of AG Interactive decreased $0.2 million compared to the prior year quarter. This decrease in revenue was driven primarily by slightly lower advertising and subscription revenue compared to the prior year. At the end of the first quarter of fiscal 2015 and 2014, AG Interactive had approximately 3.7 million online paid subscriptions.



Segment earnings increased $2.1 million compared to the prior year quarter primarily due to cost savings initiatives initiated in the prior year.

Non-reportable Segment Three Months Ended (Dollars in thousands) May 30, 2014 May 31, 2013 % Change Total revenue $ 15,890$ 19,889 (20.1 %) Segment earnings 4,015 7,382 (45.6 %) Total revenue from our Non-reportable segment decreased $4.0 million compared to the prior year quarter. This decrease in revenue was driven primarily by our 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 $9.6 million of revenue in the prior year first quarter and did not recur in the first quarter of the current year. This decrease in revenue was partially offset by other fixtures business revenue growth.



Segment earnings decreased $3.4 million compared to the prior year quarter. This decrease was primarily due lower sales volume and unfavorable product mix.

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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, domestic profit-sharing expense, and in the three months ended May 31, 2013, stock-based compensation expense. Unallocated items also included costs associated with corporate operations such as the senior management, corporate finance, legal and insurance programs. Three Months Ended (Dollars in thousands) May 30, 2014 May 31, 2013 Interest expense $ (8,994 ) $



(4,312 )

Profit-sharing expense (4,079 )



(3,981 )

Stock-based compensation expense -



(2,475 )

Corporate overhead expense (7,694 ) (10,606 ) Total Unallocated $ (20,767 )$ (21,374 ) In the prior year first quarter, corporate overhead expense included $4.5 million of non-recurring transaction costs associated with the going private transaction. Also in the prior year, the stock-based compensation in the table above includes non-cash stock-based compensation prior to the closing of the going private transaction. There is no stock-based compensation subsequent to the closing of the going private transaction as these plans were converted into cash-based compensation plans.



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 May 31, 2013 has been included.



Operating Activities

Operating activities used $34.9 million of cash during the three months ended May 30, 2014, compared to providing $24.3 million in the prior year period.

Accounts receivable used $32.1 million of cash during the three months ended May 30, 2014, compared to $17.2 million of cash used during the same period in the prior year. The year-over-year change in cash flow of approximately $14.9 million occurred primarily within our North American Social Expression and International Social Expression segments and was due 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 $4.6 million of cash during the three months ended May 30, 2014, compared to providing $4.2 million of cash during the prior year first quarter. The use of cash in the current year quarter was primarily due to inventory builds in our fixtures business. Deferred costs - net generally represents payments under agreements with retailers, net of the related amortization of those payments. During the three months ended May 30, 2014, amortization exceeded payments by $6.9 million. During the three months ended May 31, 2013, amortization exceeded payments by $10.2 million. See Note 9, "Deferred Costs," to the Consolidated Financial Statements for further detail of deferred costs related to customer agreements. Accounts payable and other liabilities used $58.5 million of cash during the three months ended May 30, 2014, compared to using $42.4 million in the prior year first quarter. The year-over-year change in cash usage was attributable to a decrease in accounts payable due to normal year-over-year timing of business transactions and related payments as well as the impact of our former stock-based compensation converting to cash based-compensation. 24



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Investing Activities

Investing activities used $21.6 million of cash during the three months ended May 30, 2014, compared to $15.2 million of cash during the three months ended May 31, 2013. In the current year first quarter, the cash usage was primarily driven by $22.2 million of cash paid for capital expenditures as compared to $15.5 million in the prior year first quarter.



Financing Activities

Financing activities provided $57.1 million of cash during the three months ended May 30, 2014, compared to using $31.0 million during the three months ended May 31, 2013. During the current year first quarter, this source of cash was primarily driven by borrowings, net of repayments, under our revolving credit facility of $62.1 million. In addition, we made a payment of $5.0 million on our term loan. In the first quarter of the prior year, the use of cash was primarily related to dividend payments and repayments of borrowings under our revolving credit facility. We paid cash dividends of $4.8 million and made payments, net of borrowings, reducing our outstanding borrowings by $26.1 million.



Credit Sources

Substantial credit sources are available to us. In total, we had available sources of credit of approximately $635 million at May 30, 2014, which included $335 million outstanding on our term loan facility, a $250 million revolving credit facility and a $50 million accounts receivable securitization facility, of which $205.7 million in the aggregate was unused as of May 30, 2014. Borrowings under the accounts receivable securitization facility are limited based on our eligible receivables outstanding. At May 30, 2014, we had $66.6 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 million outstanding under letters of credit, which reduced the total credit availability thereunder as of May 30, 2014. 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, 2014 for further information.



At May 30, 2014, 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 "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 CHIC2 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 18 of our Annual Report on Form 10-K for the fiscal year ended February 28, 2014. Throughout fiscal 2015 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. 25



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Over roughly the next five or six 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 2014 on this project was approximately $109 million. During the three months ended May 30, 2014, we spent approximately $3 million, including capital of approximately $2 million and expense of approximately $1 million, on these information technology systems. We currently expect to spend a total of at least an additional $150 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, help us drive further efficiencies and add new capabilities; however, there can be no assurance that we will not spend more or less than $150 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 proposal to go private, 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 Property Company, a Delaware corporation and 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 approximately two years. Further details of the relocation undertaking are provided in Note 18, "Related Party Information," to the Consolidated Financial Statements under Part II, Item 18 of our Annual Report on Form 10-K for the fiscal year ended February 28, 2014 and Note 15, "Related Party Information," to the Consolidated Financial Statements of this Form 10-Q.



On June 13, 2014, we paid a cash dividend in the aggregate amount of $9.9 million to Century Intermediate Holding Company, our parent and sole shareholder. 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.

Critical Accounting Policies

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 Policies under Part II, Item 7 of our Annual Report on Form 10-K for the year ended February 28, 2014.



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; 26



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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;



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; 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' 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 new and expanded advertising and

marketing efforts, such as our online efforts through Cardstore.com;

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; risks associated with leasing substantial amounts of space;



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.


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