-----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, P5Sqpgjlk1T1tkLKPoify5EAyFqwqORzskhX10AvElg8rl7s6+svUx68V/w1KIKR 0fM0wLZZ7fDO5DO+vpLQog== 0001157523-05-006443.txt : 20050722 0001157523-05-006443.hdr.sgml : 20050722 20050722171450 ACCESSION NUMBER: 0001157523-05-006443 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050722 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050722 DATE AS OF CHANGE: 20050722 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: 05969402 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 a4936836.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): July 22, 2005 ------------- 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 July 22, 2005, the Company issued a press release announcing its financial results for the quarter ended June 30, 2005. 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 July 22, 2005 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 22, 2005 EXHIBIT ------- Exhibit No. Description - ----------- ----------- 99.1 Press Release dated July 22, 2005 EX-99.1 2 a4936836ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 CSS Industries, Inc. Reports Sales and Operating Results for the Quarter Ended June 30, 2005 PHILADELPHIA--(BUSINESS WIRE)--July 22, 2005--CSS Industries, Inc. (NYSE:CSS) announced today the results of operations for the first quarter ended June 30, 2005. Sales increased 16% to $57,494,000 from $49,555,000 in 2004. The net loss decreased to $3,655,000, or $.35 per diluted share, compared to a prior year loss of $4,407,000, or $.37 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 first quarter was due to the earlier timing of shipments of ribbons and bows and Halloween products compared to a year ago. The reduced loss in the first quarter was primarily attributable to increased sales volume. The Company also announced that its Cleo subsidiary has entered into a new collective bargaining agreement with the labor union representing Cleo's production and maintenance employees at the Cleo gift wrap plant and warehouses in Memphis, TN. The new labor agreement will remain in effect until December 31, 2007. "The first quarter results are in line with our overall expectations. Although it is early in the year, these results support our previous guidance of EPS growth for fiscal year 2006 of approximately 20% - 25%," 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, 2005. CSS' consolidated results of operations for the quarters ended June 30, 2005 and 2004 and consolidated condensed balance sheets as of June 30, 2005, March 31, 2005 and June 30, 2004 follow: CSS INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED RESULTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Three Months Ended June 30, ------------------- 2005 2004 --------- --------- SALES $ 57,494 $ 49,555 --------- --------- COSTS AND EXPENSES Cost of sales 42,765 36,061 Selling, general and administrative expenses 19,985 20,175 Interest expense, net 442 417 Rental and other income, net (5) (235) --------- --------- 63,187 56,418 --------- --------- LOSS BEFORE INCOME TAXES (5,693) (6,863) INCOME TAX BENEFIT (2,038) (2,456) --------- --------- NET LOSS $ (3,655) $ (4,407) ========= ========= BASIC AND DILUTED NET LOSS PER COMMON SHARE $ (.35) $ (.37) ========= ========= WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING 10,415 11,894 ========= ========= CSS INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands) June 30, March 31, June 30, 2005 2005 2004 ----------- ----------- ----------- (Unaudited) (Audited) (Unaudited) ASSETS ------ CURRENT ASSETS Cash and cash equivalents $ 4,916 $ 57,333 $ 41,718 Accounts receivable, net 45,404 37,273 37,617 Inventories 147,932 101,867 146,271 Deferred income taxes 7,834 8,199 7,681 Other current assets 15,540 13,945 14,784 ----------- ----------- ----------- Total current assets 221,626 218,617 248,071 ----------- ----------- ----------- PROPERTY, PLANT AND EQUIPMENT, NET 74,704 75,402 79,696 ----------- ----------- ----------- OTHER ASSETS Intangible assets, net 35,445 35,468 35,582 Other 4,203 4,419 4,797 ----------- ----------- ----------- Total other assets 39,648 39,887 40,379 ----------- ----------- ----------- Total assets $ 335,978 $ 333,906 $ 368,146 =========== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES Note payable $ 4,400 $ - $ - Current portion of long-term debt 10,187 10,442 335 Accrued customer programs 11,695 13,628 10,988 Other current liabilities 47,797 42,669 52,269 ----------- ----------- ----------- Total current liabilities 74,079 66,739 63,592 ----------- ----------- ----------- LONG-TERM DEBT, NET OF CURRENT PORTION 40,000 40,000 50,139 ----------- ----------- ----------- OTHER LONG-TERM OBLIGATIONS 3,648 3,607 3,631 ----------- ----------- ----------- DEFERRED INCOME TAXES 7,141 7,071 6,138 ----------- ----------- ----------- STOCKHOLDERS' EQUITY 211,110 216,489 244,646 ----------- ----------- ----------- Total liabilities and stockholders' equity $ 335,978 $ 333,906 $ 368,146 =========== =========== =========== CONTACT: CSS Industries, Inc. Clifford E. Pietrafitta, 215-569-9900 -----END PRIVACY-ENHANCED MESSAGE-----