-----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, CPg5YVCnHjsaD0bFfhZRM4o6sAsSVwvjEzHZPWU2ZvJ2+ozK+0T2KJC9FSh8DjRP T+cRo6Vmr1xcVttfcUd3oA== 0001157523-04-009948.txt : 20041027 0001157523-04-009948.hdr.sgml : 20041027 20041027164958 ACCESSION NUMBER: 0001157523-04-009948 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041027 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041027 DATE AS OF CHANGE: 20041027 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: 041100041 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 a4752259.txt CSS INDUSTRIES, INC. 8-K 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): October 27, 2004 CSS Industries, Inc. -------------------------------------------------------- (Exact name of registrant as specified in its 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 ---------------- 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 7.01 Regulation FD. On October 26, 2004, the Company issued a press release announcing its financial results for the second quarter and six months ended September 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. Item 9.01 Financial Statements and Exhibits. (c) Exhibits The following exhibit is being furnished herewith: Exhibit No. Description ----------- ----------- 99.1 Press Release dated October 26, 2004 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: October 27, 2004 EXHIBIT ------- Exhibit No. Description - ----------- ----------- 99.1 Press Release dated October 26, 2004. EX-99.1 2 a4752259ex991.txt CSS INDUSTRIES, INC. EXHIBIT 99.1 Exhibit 99.1 CSS Industries, Inc. Reports Sales and Earnings for the Quarter and Six Months Ended September 30, 2004 PHILADELPHIA--(BUSINESS WIRE)--Oct. 26, 2004--CSS Industries, Inc. (NYSE:CSS) announced today the results of operations for the second quarter and six months ended September 30, 2004. For the quarter ended September 30, 2004, sales increased by 1% to $181,711,000 from $179,162,000 in 2003. Net income increased 10% to $15,613,000, or $1.24 per diluted share, compared to prior year net income of $14,216,000, or $1.15 per diluted share. For the six months ended September 30, 2004, sales decreased by 3% to $231,266,000 from $237,452,000 in 2003. Net income increased 10% to $11,206,000, or $.89 per diluted share, compared to a prior year net income of $10,177,000, or $.83 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 for the six months ended September 30, 2004 was primarily the result of the absence of sales related to a product line, which was sold in July of 2003, and lower sales of ribbons and bows which is substantially due to timing of shipments compared to a year ago. This sales decline was partially offset by higher sales of other Christmas products. The increase in net income was a result of improved margins, integration savings related to recent acquisitions and lower interest expense compared to the prior year which more than offset the impact of the sales decline. In September 2004, the U.S. Commerce Department issued its preliminary determination in the anti-dumping duty investigation on certain tissue paper products imported from China. As a result of this determination, the Company and other importers will be required to post bond or a cash deposit upon importation of these products at rates reflecting the Commerce Department's estimate of the duties that may be imposed on these products. The actual amount of these duties, if imposed, may be higher or lower, depending on the outcome of the investigations being carried out by the Commerce Department and the U.S. International Trade Commission. These investigations are expected to conclude in February 2005 and March 2005, respectively. The Company's exposure relative to earnings for fiscal 2005 is estimated to be in the range of approximately $.02 to $.15 per diluted share. The Company is vigorously contesting the imposition of these duties. "We are pleased with the results through the first half of our fiscal year. Our results for the six-months ended September 30, 2004 are in line with our expectations and support our previous guidance of EPS growth for fiscal year 2005 of approximately 10%, excluding the impact of any duties that may be imposed," noted David Erskine, President and CEO. "However, to reflect the potential impact of duties, we are revising our prior guidance of EPS growth for the 2005 fiscal year to a range of approximately 5% to 10%. We are developing alternative sourcing plans designed to avoid duties on imported tissue in the future," 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, 2004. CSS' consolidated results of operations for the quarters ended September 30, 2004 and 2003 and consolidated condensed balance sheets as of September 30, 2004, March 31, 2004 and September 30, 2003 follow: CSS INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED RESULTS OF OPERATIONS (Unaudited) (In thousands, except per share amounts) Three Months Ended Six Months Ended September 30, September 30, ------------------- ------------------- 2004 2003 2004 2003 --------- --------- --------- --------- SALES $181,711 $179,162 $231,266 $237,452 --------- --------- --------- --------- COSTS AND EXPENSES Cost of sales 132,553 131,114 168,614 174,275 Selling, general and administrative expenses 24,588 24,910 44,763 45,988 Interest expense, net 709 984 1,126 1,689 Other income (457) (198) (692) (502) --------- --------- --------- --------- 157,393 156,810 213,811 221,450 --------- --------- --------- --------- INCOME BEFORE INCOME TAXES 24,318 22,352 17,455 16,002 INCOME TAX EXPENSE 8,705 8,136 6,249 5,825 --------- --------- --------- --------- NET INCOME $ 15,613 $ 14,216 $ 11,206 $ 10,177 ========= ========= ========= ========= NET INCOME PER COMMON SHARE Basic $ 1.31 $ 1.21 $ .94 $ .87 ========= ========= ========= ========= Diluted $ 1.24 $ 1.15 $ .89 $ .83 ========= ========= ========= ========= WEIGHTED AVERAGE SHARES OUTSTANDING Basic 11,961 11,748 11,919 11,682 ========= ========= ========= ========= Diluted 12,619 12,366 12,641 12,254 ========= ========= ========= ========= CASH DIVIDENDS PER SHARE OF COMMON STOCK $ .10 $ .08 $ .20 $ .147 ========= ========= ========= ========= COMPREHENSIVE INCOME Net income $ 15,613 $ 14,216 $ 11,206 $ 10,177 Change in fair value of interest rate swap agreements, net - 121 - 120 Foreign currency translation adjustment 3 17 5 17 --------- --------- -------- ---------- Comprehensive income $ 15,616 $ 14,354 $11,211 $ 10,314 ========= ========= ======== ========== CSS INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands) September 30, March 31, September 30, 2004 2004 2003 ------------- ---------- ------------- (Unaudited) (Audited) (Unaudited) ASSETS - ------------------------------- CURRENT ASSETS Cash and cash equivalents $ 6,140 $ 93,191 $ 8,635 Accounts receivable, net 151,987 40,460 157,048 Inventories 164,536 94,459 162,407 Deferred income taxes 7,341 7,937 6,715 Other current assets 15,782 12,987 17,425 ------------- ---------- ------------- Total current assets 345,786 249,034 352,230 ------------- ---------- ------------- PROPERTY, PLANT AND EQUIPMENT, NET 76,975 81,193 81,019 ------------- ---------- ------------- OTHER ASSETS Intangible assets 35,544 35,619 37,033 Other 4,806 4,551 3,997 ------------- ---------- ------------- Total other assets 40,350 40,170 41,030 ------------- ---------- ------------- Total assets $ 463,111 $ 370,397 $ 474,279 ============= ========== ============= LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------- CURRENT LIABILITIES Notes payable $ 37,880 $ 12,385 $ 76,600 Other current liabilities 109,150 48,836 102,455 ------------- ---------- ------------- Total current liabilities 147,030 61,221 179,055 ------------- ---------- ------------- LONG-TERM DEBT, NET OF CURRENT PORTION 50,056 50,251 50,000 ------------- ---------- ------------- LONG-TERM OBLIGATIONS 3,513 3,631 4,012 ------------- ---------- ------------- DEFERRED INCOME TAXES 6,323 6,142 8,249 ------------- ---------- ------------- SHAREHOLDERS' EQUITY 256,189 249,152 232,963 ------------- ---------- ------------- Total liabilities and shareholders' equity $ 463,111 $ 370,397 $ 474,279 ============= ========== ============= CONTACT: CSS Industries, Inc. Clifford E. Pietrafitta, 215-569-9900 -----END PRIVACY-ENHANCED MESSAGE-----