-----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, KKEhzGYCqz12OIGtoH19Xh+QYd/aV3meUsr+ZNPZw9Od+TwiA2DED8veQRQIoyg/ TqcJQ30Q79fyYFIGg2M0hQ== 0001157523-05-004893.txt : 20050518 0001157523-05-004893.hdr.sgml : 20050518 20050518171944 ACCESSION NUMBER: 0001157523-05-004893 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050518 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050518 DATE AS OF CHANGE: 20050518 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: 05842535 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 a4892557.txt CSS INDUSTRIES 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): May 18, 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 Disclosure. On May 18, 2005, the Company issued a press release announcing its financial results for the year and quarter ended March 31, 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 May 18, 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: May 18, 2005 EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- 99.1 Press Release dated May 18, 2005. EX-99.1 2 a4892557ex991.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 CSS Industries, Inc. Reports Sales and Earnings for the Year and Quarter Ended March 31, 2005 PHILADELPHIA--(BUSINESS WIRE)--May 18, 2005--CSS Industries, Inc. (NYSE:CSS) announced today the results of operations for the year and quarter ended March 31, 2005. Sales for fiscal year 2005 decreased 1% to $536,362,000 from $539,349,000, while net income increased 3% to $30,692,000, or $2.45 per diluted share, from $29,850,000, or $2.42 per diluted share, in fiscal 2004. Sales for the fourth quarter of 2005 increased 6% to $57,927,000 from $54,503,000 in fiscal 2004. The net loss decreased in the fourth quarter to $4,485,000, or $.38 per diluted share, from $7,724,000, or $.65 per diluted share, in fiscal 2004. 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 1% decline in sales for the year ended March 31, 2005 was the result of selling a product line during the previous year. For continuing businesses, increases in Christmas and everyday boxed cards were offset by lower sales of seasonal tissue and ribbons and bows. The improvement in net income per diluted share reflects lower selling, general and administrative and interest expenses, partially offset by lower sales volume and margins. Lower margins in fiscal 2005 reflected $2,300,000 of tissue duties and increased freight and material costs. For the quarter, sales increased 6% primarily as a result of increased everyday boxed greeting card sales. The net loss for the quarter improved by 42% compared to last year as a result of higher sales volume, improved gross margins and lower selling, general and administrative expenses. "We are disappointed with the results delivered for this fiscal year. Earnings per share, although in line with our previous guidance as included in our press release dated January 26, 2005, improved only 1% to $2.45 per diluted share from $2.42 in the prior year largely as a result of incremental tissue duties and increased freight and commodity material costs," commented David J. M. Erskine, CSS President and CEO. "The term of our collective bargaining agreement with the labor union representing predominantly our Cleo plant employees has expired. We have not reached agreement on a new contract. Assuming the successful resolution of this matter, we expect EPS growth of 20% to 25% for the fiscal year ending March 31, 2006. Improved operations, particularly in tissue, will contribute approximately half of the increase and the net effect of a recent share repurchase tender offer will account for the rest." 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 three months and year ended March 31, 2005 and 2004 and condensed consolidated balance sheets as of March 31, 2005 and 2004 follow: CSS INDUSTRIES, INC. AND SUBSIDIARIES ------------------------------------- CONSOLIDATED RESULTS OF OPERATIONS ---------------------------------- (In thousands, except per share amounts) Year Ended Three Months Ended March 31, March 31, ------------------- ----------------------- 2005 2004 2005 2004 --------- --------- ----------- ----------- (Unaudited) (Unaudited) SALES $536,362 $539,349 $57,927 $54,503 --------- --------- ----------- ----------- COSTS AND EXPENSES Cost of sales 397,538 395,878 44,268 45,160 Selling, general and administrative expenses 89,997 94,198 21,013 21,162 Interest expense, net 2,374 3,402 342 528 Rental and other income, net (665) (426) (22) (116) --------- --------- ----------- ----------- 489,244 493,052 65,601 66,734 --------- --------- ----------- ----------- INCOME (LOSS) BEFORE INCOME TAXES 47,118 46,297 (7,674) (12,231) INCOME TAX EXPENSE (BENEFIT) 16,426 16,447 (3,189) (4,507) --------- --------- ----------- ----------- NET INCOME (LOSS) $30,692 $29,850 $(4,485) $(7,724) ========= ========= =========== =========== NET INCOME (LOSS) PER COMMON SHARE Basic $2.58 $2.54 $(.38) $(.65) ========= ========= =========== =========== Diluted $2.45 $2.42 $(.38) $(.65) ========= ========= =========== =========== WEIGHTED AVERAGE SHARES OUTSTANDING BASIC 11,886 11,755 11,799 11,839 ========= ========= =========== =========== DILUTED 12,544 12,346 11,799 11,839 ========= ========= =========== =========== CSS INDUSTRIES, INC. AND SUBSIDIARIES ------------------------------------- CONDENSED CONSOLIDATED BALANCE SHEETS ------------------------------------- (In thousands) March 31, March 31, 2005 2004 ------------ ------------ (Unaudited) ASSETS ------ CURRENT ASSETS Cash and cash equivalents $ 57,333 $ 93,191 Accounts receivable, net 37,273 40,460 Inventories 101,867 94,459 Deferred income taxes 8,199 7,937 Other current assets 13,945 12,987 ------------ ------------ Total current assets 218,617 249,034 ------------ ------------ PROPERTY, PLANT AND EQUIPMENT, NET 75,402 81,193 ------------ ------------ OTHER ASSETS Intangible assets, net 35,468 35,619 Other 4,419 4,551 ------------ ------------ Total other assets 39,887 40,170 ------------ ------------ Total assets $ 333,906 $ 370,397 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES Notes payable $ - $ - Current portion of long-term debt 10,442 335 Other current liabilities 56,297 60,886 ------------ ------------ Total current liabilities 66,739 61,221 ------------ ------------ LONG-TERM DEBT 40,000 50,251 ------------ ------------ LONG-TERM OBLIGATIONS 3,607 3,631 ------------ ------------ DEFERRED INCOME TAXES 7,071 6,142 ------------ ------------ STOCKHOLDERS' EQUITY 216,489 249,152 ------------ ------------ Total liabilities and stockholders' equity $ 333,906 $ 370,397 ============ ============ CONTACT: CSS Industries, Inc. Clifford E. Pietrafitta, 215-569-9900 -----END PRIVACY-ENHANCED MESSAGE-----