-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NYCN/djbhFrMQ/sDpFE/HMRlc0dN7a861I6XBDH4OdlJDm4glttIKZmDF34DskGf Hv/zVLAli4itmuu6UTbEKg== 0001157523-04-000692.txt : 20040128 0001157523-04-000692.hdr.sgml : 20040128 20040128171431 ACCESSION NUMBER: 0001157523-04-000692 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040128 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040128 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: 04549934 BUSINESS ADDRESS: STREET 1: 1845 WALNUT ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2155699900 FORMER COMPANY: FORMER CONFORMED NAME: CITY STORES CO DATE OF NAME CHANGE: 19851212 8-K 1 a4560334.txt CSS INDUSTRIES, INC. 8-K 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): January 28, 2004 ---------------- CSS Industries, Inc. --------------------------------------------- (Exact name of registrant specified in Charter) Delaware 1-2661 13-920657 - ---------------------------- ----------------- ----------------- (State or other jurisdiction (Commission (IRS Employee of incorporation) File Number) 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 -------------- --------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits The following exhibit is being furnished in connection with disclosure pursuant to Item 12 of this Form 8-K. Exhibit No. Description 99.1 Press Release dated January 28, 2004 Item 9. Regulation FD Disclosure (Including Information Provided Under Item 12, "Results of Operations and Financial Condition") The following information is furnished to the Securities and Exchange Commission under Items 9 and 12. The information required by Item 12 is being furnished pursuant to this Item 9 in accordance with the interim guidance provided by the Securities and Exchange Commission in "Filing Guidance Related To: Conditions for Use of Non-GAAP Financial Measures; and Insider Trades During Pension Fund Blackout Periods" (Release No. 33-8216, March 27, 2003). On January 28, 2004, the Company issued a press release announcing its financial results for the third quarter ended December 31, 2003. This information is furnished herewith 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, 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. 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/ Clifford E. Pietrafitta --------------------------- Clifford E. Pietrafitta Vice President-Finance and Chief Financial Officer Date: January 28, 2004 EX-99 3 a4560334ex991.txt EXHIBIT 99.1 Exhibit 99.1 CSS Industries, Inc. Reports Sales and Earnings for the Nine Months and Quarter Ended December 31, 2003 PHILADELPHIA--(BUSINESS WIRE)--Jan. 28, 2004--CSS Industries, Inc. (NYSE:CSS) announced today the results of operations for the nine months and quarter ended December 31, 2003. For the nine months ended December 31, 2003, sales increased by 2% to $484,846,000 from $476,691,000 in 2002. Net income increased 16% to $37,574,000, or $3.05 per diluted share, compared to prior year net income before cumulative effect of change in accounting principle of $32,338,000, or $2.59 per diluted share. The Company's highly seasonal orientation results in operating losses in the first and fourth quarters of the fiscal year and operating profits in the second and third quarters. The prior year results have been restated to reflect a three for two stock split. In addition, the prior year results reflect the adoption of SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS No.142"). Upon adoption of SFAS No. 142 on April 1, 2002, the Company recorded a non-cash write-off of goodwill and negative goodwill in the amount of $8,813,000, net of taxes, or $.71 per diluted share. For the quarter ended December 31, 2003, sales decreased by 1% to $247,394,000 from $250,682,000 in 2002. Net income increased 7% to $27,397,000, or $2.18 per diluted share, compared to prior year net income of $25,666,000, or $2.12 per diluted share. Sales for the nine months, excluding sales attributed to Crystal Creative Products, Inc. ("Crystal"), which was acquired on October 18, 2002, decreased $12,770,000, or 3%, due primarily to lower sales of Halloween and certain Christmas products, partially offset by higher sales of everyday products. The increase in earnings for the nine months ended December 31, 2003 is a result of improved margins due to lower material costs, improved production efficiencies, higher value sales mix and the previously disclosed decline in bad debt expense. Sales for the quarter ended December 31, 2003, excluding sales attributed to Crystal, decreased $7,934,000, or 3%, primarily due to lower sales of Christmas cards, partially offset by higher sales of Christmas gift wrap, gift tags and ribbons and bows. Despite lower sales in the third quarter, earnings improved as a result of higher margins related to production efficiencies and higher value sales mix. "We are pleased with the Company's performance to date, especially the increase in earnings despite the impact of a sluggish retail environment on our base business. This positive result has been achieved through continued focus on the integration of acquired businesses, production efficiencies and cost reduction opportunities," noted David Erskine, President and CEO. "As a result, we expect strong EPS growth for the full year ended March 31, 2004, and are increasing our guidance for earnings per share growth from 10% to approximately 15% compared to fiscal 2003," he continued. All statements other than statements of historical fact included in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. 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. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including without limitation, general market conditions, increased competition, and other factors described in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2003. CSS' consolidated results of operations for the three and nine months ended December 31, 2003 and 2002 and condensed consolidated balance sheets as of December 31, 2003, March 31, 2003 and December 31, 2002 follow: CSS INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) (In thousands, except per share data) Three Months Ended Nine Months Ended December 31, December 31, -------------------- -------------------- 2003 2002 2003 2002 -------- -------- -------- -------- SALES $247,394 $250,682 $484,846 $476,691 -------- -------- -------- -------- COSTS AND EXPENSES Cost of sales 176,075 181,296 349,056 349,013 Selling, general and administrative expenses 27,416 27,906 74,698 74,386 Interest expense, net 1,185 1,496 2,874 2,903 Other expense (income), net 192 (118) (310) (139) -------- -------- -------- -------- 204,868 210,580 426,318 426,163 -------- -------- -------- -------- INCOME BEFORE INCOME TAXES 42,526 40,102 58,528 50,528 INCOME TAX EXPENSE 15,129 14,436 20,954 18,190 -------- -------- -------- -------- INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 27,397 25,666 37,574 32,338 -------- -------- -------- -------- CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (NET OF TAX) - - - (8,813) -------- -------- -------- -------- NET INCOME $27,397 $25,666 $37,574 $23,525 ======== ======== ======== ======== BASIC NET INCOME PER COMMON SHARE Before cumulative effect of accounting change $2.31 $2.24 $3.20 $2.73 Cumulative effect of accounting change - - - (.75) -------- -------- -------- -------- Basic net income per common share $2.31 $2.24 $3.20 $1.98 ======== ======== ======== ======== DILUTED NET INCOME PER COMMON SHARE Before cumulative effect of accounting change $2.18 $2.12 $3.05 $2.59 Cumulative effect of accounting change - - - (.71) -------- -------- -------- -------- Diluted net income per common share $2.18 $2.12 $3.05 $1.88 ======== ======== ======== ======== WEIGHTED AVERAGE SHARES OUTSTANDING BASIC 11,841 11,457 11,730 11,860 ======== ======== ======== ======== DILUTED 12,592 12,086 12,335 12,483 ======== ======== ======== ======== CSS INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) December 31, March 31, December 31, 2003 2003 2002 -------- -------- -------- (Unaudited) (Audited) (Unaudited) ASSETS CURRENT ASSETS Cash and temporary investments $ 12,158 $ 51,981 $ 12,467 Accounts receivable, net 215,377 47,583 227,326 Inventories 76,187 106,648 85,223 Income tax receivable - 2,398 - Deferred income taxes 7,179 6,226 6,091 Other current assets 11,934 13,771 13,288 -------- -------- -------- Total current assets 322,835 228,607 344,395 -------- -------- -------- PROPERTY, PLANT AND EQUIPMENT, NET 82,959 82,731 83,576 -------- -------- -------- OTHER ASSETS Intangible assets 36,995 36,045 31,213 Other 4,473 4,578 4,823 -------- -------- -------- Total other assets 41,468 40,623 36,036 -------- -------- -------- Total assets $447,262 $351,961 $464,007 ======== ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ 28,980 $ - $ 75,900 Other current liabilities 95,653 69,645 101,474 -------- -------- -------- Total current liabilities 124,633 69,645 177,374 -------- -------- -------- LONG-TERM DEBT, NET OF CURRENT PORTION 50,000 50,063 50,093 -------- -------- -------- LONG-TERM OBLIGATIONS 3,564 3,684 3,612 -------- -------- -------- DEFERRED INCOME TAXES 9,098 7,706 7,353 -------- -------- -------- SHAREHOLDERS' EQUITY 259,967 220,863 225,575 -------- -------- -------- Total liabilities and shareholders' equity $447,262 $351,961 $464,007 ======== ======== ======== CONTACT: CSS Industries, Inc. Clifford E. Pietrafitta, 215-569-9900 -----END PRIVACY-ENHANCED MESSAGE-----