0000020629-16-000182.txt : 20160802 0000020629-16-000182.hdr.sgml : 20160802 20160802161901 ACCESSION NUMBER: 0000020629-16-000182 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160802 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160802 DATE AS OF CHANGE: 20160802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSS INDUSTRIES INC CENTRAL INDEX KEY: 0000020629 STANDARD INDUSTRIAL CLASSIFICATION: GREETING CARDS [2771] IRS NUMBER: 131920657 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02661 FILM NUMBER: 161800716 BUSINESS ADDRESS: STREET 1: 450 PLYMOUTH ROAD STREET 2: SUITE 300 CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 BUSINESS PHONE: 610-729-3959 MAIL ADDRESS: STREET 1: 450 PLYMOUTH ROAD STREET 2: SUITE 300 CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 FORMER COMPANY: FORMER CONFORMED NAME: CITY STORES CO DATE OF NAME CHANGE: 19851212 8-K 1 fy2017q1earningsrelease8-k.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form 8-K

Current Report


Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): August 2, 2016



 
CSS Industries, Inc.
 
 
(Exact name of registrant as specified in its charter)
 

Delaware
 
1-2661
 
13-1920657
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

1845 Walnut Street, Philadelphia, PA
 
19103
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code:
(215) 569-9900

 
Not Applicable
 
 
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 2.02 Results of Operations and Financial Condition.
On August 2, 2016, the Company issued a press release announcing its financial results for the three months ended June 30, 2016.  A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)
 
Exhibits.
 
 
 
 
The following exhibit is being furnished herewith:
 
 
Exhibit No.
 
Description
 
 
99.1
 
Press Release dated August 2, 2016.







SIGNATURE



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 hereunto duly authorized.
 
 
CSS Industries, Inc.
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Vincent A. Paccapaniccia
 
 
 
Vincent A. Paccapaniccia
 
 
 
Executive Vice President - Finance and Chief
 
 
 
Financial Officer
 
 
 
 
 
 
 
 
Date:
August 2, 2016
 
 







EXHIBIT INDEX

Exhibit No.
 
Description
 
 
 
99.1
 
Press Release dated August 2, 2016.



EX-99.1 2 fy2017q1earningsreleaseexh.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1
FOR FURTHER INFORMATION CONTACT:
Vincent A. Paccapaniccia
 
Chief Financial Officer
 
(610) 729-3750
FOR IMMEDIATE RELEASE

August 2, 2016

CSS INDUSTRIES, INC. REPORTS RESULTS OF OPERATIONS
FOR THE FISCAL QUARTER ENDED JUNE 30, 2016

First Quarter Sales Increase Due to Blumenthal Acquisition
● Acquisition of Substantially All of the Assets of Lawrence Schiff Silk Mills, Inc. in the Second
Quarter Adds Customers and Manufacturing Capability

PLYMOUTH MEETING, PA -- CSS Industries, Inc. (NYSE:CSS) today announced its results of operations for the first fiscal quarter ended June 30, 2016.

Sales for the first quarter of fiscal 2017 increased 2.5% to $45,318,000 from $44,228,000 in the first quarter of fiscal 2016, due to sales attributable to the February 2016 acquisition of substantially all of the business and assets of Blumenthal Lansing Company, LLC ("Blumenthal"). Net loss for the first quarter of fiscal 2017 was $(3,286,000), or $(0.36) per diluted share, compared to a net loss of $(3,068,000), or $(0.33) per diluted share, in the first quarter of fiscal 2016. During the first quarter of fiscal 2017, we experienced higher costs related to a warehouse consolidation project that began in the second half of fiscal 2016 that is expected to be completed during the second quarter of fiscal 2017.

“We are pleased with the first full quarter of Blumenthal,” said Christopher J. Munyan, CSS’ President and Chief Executive Officer. “Although the first quarter is historically our lowest revenue quarter of the year because of our seasonal orientation, we were able to increase our sales this quarter compared to last year, driven by our acquisition of Blumenthal in February 2016," Mr. Munyan noted. “We are now finalizing the integration of Blumenthal and we expect that this will be a very positive long-term addition to the CSS portfolio of brands."

“We continue to expand our customer base and diversify our product lines, both organically and through acquisitions, within the craft, seasonal and celebrations markets,” said Mr. Munyan. “After the quarter ended, we purchased substantially all of the assets of Lawrence Schiff Silk Mills, Inc., a business that we have admired for many years. As we stated when we announced this acquisition, we are excited about the unique weaving capabilities the Schiff business will bring to our U.S. facilities, and we are confident that our customers will benefit from the high-quality products and longstanding legacy Schiff brings to CSS. We will relocate acquired equipment and inventory to our existing facilities to expand the breadth of our manufacturing capability.”

Mr. Munyan concluded by stating “we are confident that our strong balance sheet, excellent business fundamentals and long-term growth strategy position CSS for future success.”

The Company's seasonal orientation has historically resulted in operating losses in the first and fourth quarters of the fiscal year and operating profits in the second and third quarters.












About CSS Industries, Inc.

CSS is a consumer products company primarily engaged in the design, manufacture, procurement, distribution and sale of all occasion and seasonal social expression products, principally to mass market retailers. These all occasion and seasonal products include decorative ribbons and bows, classroom exchange Valentines, infant products, journals, buttons, boxed greeting cards, gift tags, gift card holders, gift bags, gift wrap, decorations, floral accessories, craft and educational products, Easter egg dyes and novelties, memory books, scrapbooks, stickers, stationery, and other items that commemorate life’s celebrations.


This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements relating to the expected timing for completion of the warehouse consolidation project, our expectation that Blumenthal will be a very positive long-term addition to our portfolio of brands, and our future success. Forward-looking statements are based on the beliefs of the Company’s management as well as assumptions made by and information currently available to the Company’s management as to future events and financial performance with respect to the Company’s operations. Forward-looking statements speak only as of the date made. The Company undertakes no obligation to update any forward-looking statements to reflect the events or circumstances arising after the date as of which they were made. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including without limitation, risks associated with the acquisition of the Blumenthal business and Schiff assets, including the risk that the Company may not be able to successfully manage and integrate the Blumenthal business and Schiff assets; risks associated with the Company’s warehouse consolidation project, including the risk that expected efficiencies will not be realized in the timeframe currently anticipated by the Company; general market and economic conditions; increased competition (including competition from foreign products which may be imported at less than fair value and from foreign products which may benefit from foreign governmental subsidies); information technology risks, such as cyber attacks and data breaches; increased operating costs, including labor-related and energy costs and costs relating to the imposition or retrospective application of duties on imported products; currency risks and other risks associated with international markets; risks associated with acquisitions, including acquisition integration costs and the risk that the Company may not be able to integrate and derive the expected benefits from such acquisitions; the risk that customers may become insolvent, may delay payments or may impose deductions or penalties on amounts owed to the Company; costs of compliance with governmental regulations and government investigations; liability associated with non-compliance with governmental regulations, including regulations pertaining to the environment, Federal and state employment laws, and import and export controls and customs laws; and other factors described more fully in the Company’s annual report on Form 10-K and elsewhere in the Company’s filings with the Securities and Exchange Commission. As a result of these factors, readers are cautioned not to place undue reliance on any forward-looking statements included herein or that may be made elsewhere from time to time by, or on behalf of, the Company.

CSS’ consolidated results of operations for the three months ended June 30, 2016 and 2015 and condensed consolidated balance sheets as of June 30, 2016 and 2015 follow:








CSS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
 
Three Months Ended June 30,
 
2016
 
2015
 
 
 
 
Sales
$
45,318

 
$
44,228

Costs and expenses
 
 
 
Cost of sales
33,021

 
31,786

Selling, general and administrative expenses
17,574

 
17,300

Interest income, net
(89
)
 
(72
)
Other income, net
(91
)
 
(48
)
 
 
 
 
 
50,415

 
48,966

 
 
 
 
Loss before income taxes
(5,097
)
 
(4,738
)
 
 
 
 
Income tax benefit
(1,811
)
 
(1,670
)
 
 
 
 
Net loss
$
(3,286
)
 
$
(3,068
)
 
 
 
 
Basic and diluted net loss per common share
$
(0.36
)
 
$
(0.33
)
 
 
 
 
Weighted average basic and diluted shares outstanding
9,053

 
9,342

 
 
 
 
Cash dividends per share of common stock
$
0.20

 
$
0.18

 
 
 
 






CSS INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 
June 30,
2016
 
March 31,
2016
 
June 30,
2015
 
(Unaudited)
 
(Audited)
 
(Unaudited)
Assets
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
$
10,111

 
$
19,927

 
$
33,368

Short-term investments
44,926

 
59,806

 
49,939

Accounts receivable, net
42,395

 
45,144

 
36,363

Inventories
91,109

 
73,022

 
82,093

Other current assets
16,105

 
12,792

 
14,218

Total current assets
204,646

 
210,691

 
215,981

Property, plant and equipment, net
27,089

 
27,053

 
25,510

Deferred income taxes
2,680

 
3,193

 
4,519

Other assets
 
 
 
 
 
Goodwill
19,974

 
19,974

 
15,820

Intangible assets, net
41,380

 
42,183

 
32,409

Other
7,160

 
6,832

 
5,529

Total other assets
68,514

 
68,989

 
53,758

Total assets
$
302,929

 
$
309,926

 
$
299,768

Liabilities and Stockholders’ Equity
 
 
 
 
 
Current liabilities
 
 
 
 
 
Accounts payable
$
16,556

 
$
14,463

 
$
16,467

Accrued payroll and other compensation
4,907

 
9,016

 
5,207

Accrued customer programs
3,045

 
3,275

 
3,381

Other current liabilities
7,212

 
7,051

 
7,432

Total current liabilities
31,720

 
33,805

 
32,487

Long-term obligations
4,650

 
4,631

 
4,223

Stockholders’ equity
266,559

 
271,490

 
263,058

Total liabilities and stockholders’ equity
$
302,929

 
$
309,926

 
$
299,768