-----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, AyEmLh7nB7YjPb4uN0RABBanQC/QtAd6Wyi4s0zKqImSNUAgA71eQEK5qPefUamD aJOGJUJ5RmKQTmtebomUSQ== 0001157523-04-006975.txt : 20040728 0001157523-04-006975.hdr.sgml : 20040728 20040728100628 ACCESSION NUMBER: 0001157523-04-006975 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040727 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040728 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: 04934714 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 a4689736.txt CSS INDUSTRIES 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): July 27, 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 July 27, 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 July 27, 2004, the Company issued a press release announcing its financial results for the first quarter ended June 30, 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: July 27, 2004 EX-99.1 2 a4689736ex991.txt EXHIBIT 99.1 Exhibit 99.1 CSS Industries, Inc. Reports Sales and Earnings for the Quarter Ended June 30, 2004 PHILADELPHIA--(BUSINESS WIRE)--July 27, 2004--CSS Industries, Inc. (NYSE:CSS) announced today the results of operations for the first quarter ended June 30, 2004. Sales decreased by 15% to $49,555,000 from $58,290,000 in 2003. The net loss increased to $4,407,000, or $.37 per diluted share, compared to a prior year loss of $4,039,000, or $.35 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 decrease in sales was primarily the result of the absence of sales related to the retail packaging product line of a recently acquired business which was sold in July of 2003 and lower sales of Halloween products and ribbons and bows which is substantially due to timing of shipments compared to a year ago. This sales decline was the primary reason for the increased net loss for the quarter. Partially offsetting the effects of the sales decline was improved margins, integration savings related to recent acquisitions and lower interest expense compared to the prior year. "The first quarter results are in line with our expectations. Although it is early in the year, these results support our previous guidance of EPS growth for fiscal year 2005 of approximately 10%," noted David Erskine, President and CEO. 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, 2004. CSS' consolidated results of operations for the quarters ended June 30, 2004 and 2003 and consolidated condensed balance sheets as of June 30, 2004, March 31, 2004 and June 30, 2003 follow: CSS INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED RESULTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Three Months Ended June 30, ------------------- 2004 2003 --------- --------- SALES $49,555 $58,290 --------- --------- COSTS AND EXPENSES Cost of sales 36,061 43,161 Selling, general and administrative expenses 20,175 21,078 Interest expense, net 417 705 Rental and other income, net (235) (304) --------- --------- 56,418 64,640 --------- --------- LOSS BEFORE INCOME TAXES (6,863) (6,350) INCOME TAX BENEFIT (2,456) (2,311) --------- --------- NET LOSS $(4,407) $(4,039) ========= ========= BASIC AND DILUTED NET LOSS PER COMMON SHARE $(.37) $(.35) ========= ========= WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING 11,894 11,632 ========= ========= CSS INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) June 30, March 31, June 30, 2004 2004 2003 ----------- --------- ----------- (Unaudited) (Audited) (Unaudited) ASSETS -------- CURRENT ASSETS Cash and cash equivalents $41,718 $93,191 $5,426 Accounts receivable, net 37,617 40,460 45,739 Inventories 146,271 94,459 163,033 Current income taxes - - 5,112 Deferred income taxes 7,681 7,937 6,194 Other current assets 14,784 12,987 14,475 ----------- --------- ----------- Total current assets 248,071 249,034 239,979 ----------- --------- ----------- PROPERTY, PLANT AND EQUIPMENT, NET 79,696 81,193 81,618 ----------- --------- ----------- OTHER ASSETS Intangible assets, net 35,582 35,619 36,017 Other 4,797 4,551 4,247 ----------- --------- ----------- Total other assets 40,379 40,170 40,264 ----------- --------- ----------- Total assets $368,146 $370,397 $361,861 =========== ========= =========== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------- CURRENT LIABILITIES Accrued customer programs $10,988 $12,385 $12,963 Other current liabilities 52,604 48,836 69,230 ----------- --------- ----------- Total current liabilities 63,592 61,221 82,193 ----------- --------- ----------- LONG-TERM DEBT, NET OF CURRENT PORTION 50,139 50,251 50,000 ----------- --------- ----------- LONG-TERM OBLIGATIONS 3,631 3,631 3,785 ----------- --------- ----------- DEFERRED INCOME TAXES 6,138 6,142 7,939 ----------- --------- ----------- SHAREHOLDERS' EQUITY 244,646 249,152 217,944 ----------- --------- ----------- Total liabilities and shareholders' equity $368,146 $370,397 $361,861 =========== ========= =========== CONTACT: CSS Industries, Inc. Clifford E. Pietrafitta, 215-569-9900 -----END PRIVACY-ENHANCED MESSAGE-----