-----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, PPhf9nzwUjXMhNiwom+fZRl+seeMKa2CStLfT67Q5eKFOHlRHdwJSAt30FU9hfcB 6bWCfp9ad0uxYW/cgjqQDw== 0001157523-06-007550.txt : 20060728 0001157523-06-007550.hdr.sgml : 20060728 20060728100916 ACCESSION NUMBER: 0001157523-06-007550 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060727 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060728 DATE AS OF CHANGE: 20060728 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: 06986199 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 a5197909.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 27, 2006 ------------- 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 2.02 Results of Operations and Financial Condition. On July 27, 2006, the Company issued a press release announcing its financial results for the quarter ended June 30, 2006. A copy of this press release is attached hereto 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, or otherwise subject to the liability of such section, 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 27, 2006 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, 2006 EXHIBIT ------- Exhibit No. Description - ----------- ----------- 99.1 Press Release dated July 27, 2006. EX-99.1 2 a5197909-ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 CSS Industries, Inc. Reports Sales and Operating Results for the Quarter Ended June 30, 2006 PHILADELPHIA--(BUSINESS WIRE)--July 27, 2006--CSS Industries, Inc. (NYSE:CSS) announced today the results of operations for the first quarter ended June 30, 2006. Sales decreased 17% to $47,533,000 from $57,494,000 in 2005. The net loss increased to $5,507,000, or $.52 per diluted share, compared to a prior year net loss of $3,655,000, or $.35 per diluted share. Included in the current year loss is incremental stock option expense of $744,000, or $.05 per diluted share related to the adoption of Statement of Financial Accounting Standards ("SFAS") No. 123R . 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 reduction in sales is largely due to the later timing of seasonal direct import sales of Halloween and Christmas products. Net of these seasonal timing issues, lower sales of everyday ribbon and bow products were partially offset by increased sales of all occasion greeting cards and school products. The increased loss in the first quarter was primarily the result of lower sales volume and the impact of expensing stock options due to the first quarter adoption of SFAS No. 123R. "Due to the seasonal nature of our business, the first quarter of the fiscal year is a relatively quiet one from the standpoint of financial results. Over the past three months, management has continued our focus on improving the performance of our gift wrap and tissue product lines. At this time, we are encouraged that the significant improvement planned for the current fiscal year is on track," commented Christopher J. Munyan, CSS President and CEO. "Although it is early in the year, our current information supports our previous earnings guidance of $2.40 to $2.55 per diluted share. This result includes estimated stock option expense of approximately $.20 per diluted share as a result of the adoption of the new accounting rules," continued Mr. Munyan. CSS is a consumer products company primarily engaged in the manufacture and sale to mass market retailers of seasonal, social expression products, including gift wrap, gift bags, boxed greeting cards, gift tags, tissue paper, paper and vinyl decorations, classroom exchange Valentines, decorative ribbons and bows, Halloween masks, costumes, make-ups and novelties, educational products and Easter egg dyes and novelties. This press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements relating to expected future earnings and financial performance. 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 as to future events and financial performance with respect to the Company's operations. Forward-looking statements speak only as of the date made. The Company undertakes no obligation to update any forward-looking statements to reflect the events or circumstances arising after the date as of which they were made. 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, increased operating and product costs, including labor-related and energy costs, currency risks and other risks associated with international markets, the risk that customers may become insolvent, costs of compliance with governmental regulations and government investigations, liability associated with non-compliance with governmental regulations, including regulations pertaining to the environment, Federal and state employment laws, and import and export controls and customs laws, and other factors described in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2006 and elsewhere in the Company's SEC filings. As a result of these factors, readers are cautioned not to place undue reliance on any forward-looking statements included herein or that may be made elsewhere from time to time by, or on behalf of, the Company. CSS' consolidated results of operations for the quarters ended June 30, 2006 and 2005 and consolidated condensed balance sheets as of June 30, 2006, March 31, 2006 and June 30, 2005 follow: CSS INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED RESULTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Three Months Ended June 30, ------------------- 2006 2005 --------- --------- SALES $47,533 $57,494 --------- --------- COSTS AND EXPENSES Cost of sales 34,063 42,765 Selling, general and administrative expenses 22,204 19,985 Interest expense, net 134 442 Other income, net (162) (5) --------- --------- 56,239 63,187 --------- --------- LOSS BEFORE INCOME TAXES (8,706) (5,693) INCOME TAX BENEFIT (3,199) (2,038) --------- --------- NET LOSS $(5,507) $(3,655) ========= ========= BASIC AND DILUTED NET LOSS PER COMMON SHARE $(.52) $(.35) ========= ========= WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING 10,496 10,415 ========= ========= CSS INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands) June 30, March 31, June 30, 2006 2006 2005 ----------- ----------- ----------- (Unaudited) (Audited) (Unaudited) ASSETS ------ CURRENT ASSETS Cash and cash equivalents $4,794 $57,656 $4,916 Accounts receivable, net 36,457 35,582 45,404 Inventories 149,165 103,770 147,932 Deferred income taxes 7,043 7,898 7,834 Asset held for sale 1,425 - - Other current assets 18,583 18,906 15,540 ----------- ----------- ----------- Total current assets 217,467 223,812 221,626 ----------- ----------- ----------- PROPERTY, PLANT AND EQUIPMENT, NET 67,747 70,868 74,704 ----------- ----------- ----------- OTHER ASSETS Intangible assets, net 35,351 35,374 35,445 Other 3,964 4,095 4,203 ----------- ----------- ----------- Total other assets 39,315 39,469 39,648 ----------- ----------- ----------- Total assets $324,529 $334,149 $335,978 =========== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY - ----------------------------- CURRENT LIABILITIES Notes payable $- $- $4,400 Current portion of long-term debt 10,195 10,169 10,187 Accrued customer programs 9,264 10,791 11,695 Other current liabilities 38,519 41,370 47,797 ----------- ----------- ----------- Total current liabilities 57,978 62,330 74,079 ----------- ----------- ----------- LONG-TERM DEBT, NET OF CURRENT PORTION 30,551 30,518 40,000 ----------- ----------- ----------- LONG-TERM OBLIGATIONS 3,505 3,533 3,648 ----------- ----------- ----------- DEFERRED INCOME TAXES 5,198 5,258 7,141 ----------- ----------- ----------- STOCKHOLDERS' EQUITY 227,297 232,510 211,110 ----------- ----------- ----------- Total liabilities and stockholders' equity $324,529 $334,149 $335,978 =========== =========== =========== CONTACT: CSS Industries, Inc. Clifford E. Pietrafitta, 215-569-9900 -----END PRIVACY-ENHANCED MESSAGE-----