-----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, WTgCkLQkqsg5Lf6swUELI+EeYYCQtkzviBaDaxtKEjD+LxdfGrRomu3mfLNDP6tL cokI8WLwx07CQ4/R0FXKXw== 0001157523-07-007354.txt : 20070726 0001157523-07-007354.hdr.sgml : 20070726 20070726170423 ACCESSION NUMBER: 0001157523-07-007354 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070726 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070726 DATE AS OF CHANGE: 20070726 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: 071003859 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 a5457620.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 26, 2007 ------------- CSS Industries, Inc. ------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-2661 13-920657 - ---------------------------- ------------------------ -------------------- (State or other jurisdiction (Commission File Number) (IRS Employee of incorporation) 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 26, 2007, the Company issued a press release announcing its financial results for the quarter ended June 30, 2007. 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 26, 2007 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 26, 2007 EXHIBIT Exhibit No. Description - ----------- ----------- 99.1 Press Release dated July 26, 2007. EX-99.1 2 a5457620ex991.txt EXHIBIT 99.1 Exhibit 99.1 CSS Industries, Inc. Reports Sales and Operating Results for the Quarter Ended June 30, 2007 PHILADELPHIA--(BUSINESS WIRE)--July 26, 2007--CSS Industries, Inc. (NYSE:CSS) announced today the results of operations for the first quarter ended June 30, 2007. Sales decreased 2% to $46,802,000 from $47,533,000 in 2006. The net loss decreased to $4,427,000, or $.41 per diluted share, compared to a prior year net loss of $5,507,000, or $.52 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 is primarily due to lower sales of educational products and all occasion cards, partially offset by higher sales of Halloween products, Christmas boxed greeting cards and gift wrap. The decreased loss in the first quarter was primarily the result of lower selling, general and administrative expenses, primarily due to lower severance costs, professional fees and savings from the restructuring program announced in November 2006, as well as favorable interest income resulting from the Company's improved cash position. "As previously announced, the Company continues to be focused on the integration of the Berwick Offray and Cleo operations, and I am pleased to report that we are achieving the fiscal 2008 savings, as expected," commented Christopher J. Munyan, CSS President and CEO. "Although it is early in the year, we continue to believe that estimated earnings for fiscal 2008 will be in the range of $2.45 to $2.60 per diluted share," continued Mr. Munyan. CSS is a consumer products company primarily engaged in the manufacture and sale to mass market retailers of seasonal and all occasion, social expression products, including gift wrap, gift bags, gift boxes, boxed greeting cards, gift tags, tissue paper, decorations, classroom exchange Valentines, decorative ribbons and bows, Halloween masks, costumes, make-ups and novelties, Easter egg dyes and novelties, and craft and educational products. 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 costs, including labor-related and energy costs and costs relating to the imposition of retrospective application of duties on imported products, currency risks and other risks associated with international markets, risks associated with the combination of the operations of the Company's Cleo and Berwick Offray subsidiaries, including the risk that the restructuring related savings may not meet the expected amounts previously reported, 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, 2007 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, 2007 and 2006 and consolidated condensed balance sheets as of June 30, 2007, March 31, 2007 and June 30, 2006 follow: CSS INDUSTRIES, INC. AND SUBSIDIARIES - ---------------------------------------------------------------------- CONSOLIDATED RESULTS OF OPERATIONS - ---------------------------------------------------------------------- (Unaudited) (In thousands, except per share data) Three Months Ended June 30, ------------------ 2007 2006 --------- -------- SALES $46,802 $47,533 --------- -------- COSTS AND EXPENSES Cost of sales 33,519 34,063 Selling, general and administrative expenses 20,683 22,204 Interest (income) expense, net (374) 134 Other income, net (242) (162) --------- -------- 53,586 56,239 --------- -------- LOSS BEFORE INCOME TAXES (6,784) (8,706) INCOME TAX BENEFIT (2,357) (3,199) --------- -------- NET LOSS $(4,427) $(5,507) ========= ======== BASIC AND DILUTED NET LOSS PER COMMON SHARE $ (.41) $ (.52) ========= ======== WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING 10,882 10,496 ========= ======== CSS INDUSTRIES, INC. AND SUBSIDIARIES - ---------------------------------------------------------------------- CONSOLIDATED CONDENSED BALANCE SHEETS - ---------------------------------------------------------------------- (In thousands) June 30, March 31, June 30, 2007 2007 2006 ----------- --------- ----------- (Unaudited) (Audited) (Unaudited) ASSETS - ------------------------------------ CURRENT ASSETS Cash and cash equivalents $ 53,303 $100,091 $ 4,794 Accounts receivable, net 37,891 37,169 36,457 Inventories 125,012 82,138 149,165 Deferred income taxes 7,973 8,645 7,043 Asset held for sale 2,564 2,564 1,425 Other current assets 15,466 13,665 18,583 ----------- --------- ----------- Total current assets 242,209 244,272 217,467 ----------- --------- ----------- PROPERTY, PLANT AND EQUIPMENT, NET 56,759 58,897 67,747 ----------- --------- ----------- OTHER ASSETS Goodwill 30,952 30,952 30,952 Intangible assets, net 4,313 4,328 4,399 Other 3,678 4,621 3,964 ----------- --------- ----------- Total other assets 38,943 39,901 39,315 ----------- --------- ----------- Total assets $337,911 $343,070 $324,529 =========== ========= =========== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES Notes payable $ - $ - $ - Current portion of long-term debt 10,207 10,195 10,195 Accrued customer programs 7,929 10,290 9,264 Other current liabilities 34,234 35,478 38,519 ----------- --------- ----------- Total current liabilities 52,370 55,963 57,978 ----------- --------- ----------- LONG-TERM DEBT, NET OF CURRENT PORTION 20,330 20,392 30,551 ----------- --------- ----------- LONG-TERM OBLIGATIONS 6,146 3,221 3,505 ----------- --------- ----------- DEFERRED INCOME TAXES 1,238 2,384 5,198 ----------- --------- ----------- STOCKHOLDERS' EQUITY 257,827 261,110 227,297 ----------- --------- ----------- Total liabilities and stockholders' equity $337,911 $343,070 $324,529 =========== ========= =========== CONTACT: CSS Industries, Inc. Clifford E. Pietrafitta, Chief Financial Officer 215-569-9900 -----END PRIVACY-ENHANCED MESSAGE-----