-----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, SQoACmP6qruzG09SwV75sU/QgReUW0wTn+Xb7VPClo/fe3lQbN4Wx9G6fNAmo5YV MLUrBMHSkjiMcJPVuYcDWQ== 0001157523-04-005187.txt : 20040525 0001157523-04-005187.hdr.sgml : 20040525 20040525164349 ACCESSION NUMBER: 0001157523-04-005187 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040525 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040525 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: 04830310 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 a4648797.txt CSS INDUSTRIES, INC. 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): May 25, 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 May 25, 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 May 25, 2004, the Company issued a press release announcing its financial results for the year ended March 31, 2004. 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: May 25, 2004 EX-99 2 a4648797-ex991.txt CSS INDUSTRIES, INC. PRESS RELEASE EXHIBIT 99.1 CSS Industries, Inc. Reports Sales and Earnings for the Year and Quarter Ended March 31, 2004 PHILADELPHIA--(BUSINESS WIRE)--May 25, 2004--CSS Industries, Inc. (NYSE:CSS) announced today the results of operations for the year and quarter ended March 31, 2004. Sales for fiscal year 2004 increased 1% to $539,349,000 from $532,815,000, while net income before cumulative effect of change in accounting principle increased 15% to $29,850,000, or $2.42 per diluted share, from $25,846,000, or $2.09 per diluted share, in fiscal 2003. Sales for the fourth quarter of 2004 decreased 3% to $54,503,000 from $56,124,000 in fiscal 2003. The net loss increased in the fourth quarter to $7,724,000, or $.65 per diluted share, from $6,492,000, or $.56 per diluted share, in fiscal 2003. 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." Upon adoption and effective with the beginning of fiscal 2003, 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. 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 increase in sales for the year ended March 31, 2004 was primarily a result of the inclusion for the full year of Crystal Creative Products, Inc. ("Crystal"), acquired on October 18, 2002. Excluding Crystal, sales decreased $13,769,000, or 3% as a result of lower sales of seasonal products caused by the overall sluggish retail environment, partially offset by increased everyday product sales. The increase in net income per diluted share before the cumulative effect of the change in accounting principle from $2.09 to $2.42 is due primarily to improved profitability of our recently acquired businesses and Halloween product lines as well as a decline in bad debt expense. For the quarter, sales declined 3% due to lower Easter sales and the absence of a significant new merchandising program for a major customer included in the fourth quarter of fiscal 2003. This sales decline was partially offset by increased everyday greeting card sales. The pre-tax loss for the fourth quarter increased 16% due to lower sales volume, the write-off of equipment which will no longer be utilized and increased provisions for inactive inventory. "We are pleased to have continued the trend of the last few years and delivered EPS growth in excess of 15%," commented David J. M. Erskine, CSS President and CEO. "Fiscal 2005 will be a strategically important year in the continuing development of CSS. The Company will invest in new product initiatives, a new Hong Kong office and showrooms, and in continuing to rationalize our asset base. Despite the up-front costs of these initiatives and the cautious purchasing patterns of our mass merchant customers, we expect to generate EPS growth for next year of approximately 10%. Some increase in inflation is incorporated in our planning, however, a significant resurgence could negatively impact our results." 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 months and year ended March 31, 2004 and 2003 and condensed consolidated balance sheets as of March 31, 2004 and 2003 follow: CSS INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED RESULTS OF OPERATIONS (In thousands, except per share amounts) Three Months Ended Year Ended March 31, March 31, ------------------- ------------------- 2004 2003 2004 2003 -------- -------- -------- -------- (Unaudited)(Unaudited)(Unaudited) SALES $54,503 $56,124 $539,349 $532,815 -------- -------- -------- -------- COSTS AND EXPENSES Cost of sales 44,750 43,575 393,806 392,588 Selling, general and administrative expenses 21,572 22,855 96,270 97,241 Interest expense, net 528 758 3,402 3,661 Rental and other income, net (116) (546) (426) (685) -------- -------- -------- -------- 66,734 66,642 493,052 492,805 -------- -------- -------- -------- (LOSS) INCOME BEFORE INCOME TAXES (12,231) (10,518) 46,297 40,010 INCOME TAX (BENEFIT) EXPENSE (4,507) (4,026) 16,447 14,164 -------- -------- -------- -------- (LOSS) INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (7,724) (6,492) 29,850 25,846 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE, NET OF TAX - - - (8,813) -------- -------- -------- -------- NET (LOSS) INCOME $(7,724) $(6,492) $29,850 $17,033 ======== ======== ======== ======== BASIC NET (LOSS) INCOME PER COMMON SHARE Before cumulative effect of accounting change $(.65) $(.56) $2.54 $2.19 Cumulative effect of accounting change - - - (.74) -------- -------- -------- -------- Basic net (loss) income per common share $(.65) $(.56) $2.54 $1.45 ======== ======== ======== ======== DILUTED NET (LOSS) INCOME PER COMMON SHARE Before cumulative effect of accounting change $(.65) $(.56) $2.42 $2.09 Cumulative effect of accounting change - - - (.71) -------- -------- -------- -------- Diluted net (loss) income per common share $(.65) $(.56) $2.42 $1.38 ======== ======== ======== ======== WEIGHTED AVERAGE SHARES OUTSTANDING BASIC 11,839 11,529 11,755 11,784 ======== ======== ======== ======== DILUTED 11,839 11,529 12,346 12,338 ======== ======== ======== ======== CSS INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) March 31, March 31, 2004 2003 -------- -------- (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 93,191 $ 51,981 Accounts receivable, net 40,460 47,583 Inventories 94,459 106,648 Income tax receivable - 2,398 Deferred income taxes 7,937 6,226 Other current assets 12,987 13,771 -------- -------- Total current assets 249,034 228,607 -------- -------- PROPERTY, PLANT AND EQUIPMENT, NET 81,193 82,731 -------- -------- OTHER ASSETS Intangible assets, net 35,619 36,045 Other 4,551 4,578 -------- -------- Total other assets 40,170 40,623 -------- -------- Total assets $370,397 $351,961 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ - $ - Other current liabilities 61,221 73,497 -------- -------- Total current liabilities 61,221 73,497 -------- -------- LONG-TERM DEBT 50,251 50,063 -------- -------- LONG-TERM OBLIGATIONS 3,631 3,684 -------- -------- DEFERRED INCOME TAXES 6,142 3,856 -------- -------- STOCKHOLDERS' EQUITY 249,152 220,861 -------- -------- Total liabilities and stockholders' equity $370,397 $351,961 ======== ======== CONTACT: CSS Industries, Inc. Clifford E. Pietrafitta, 215-569-9900 -----END PRIVACY-ENHANCED MESSAGE-----