<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
20549
FORM 10-Q
---------
For the Quarter Ended Commission file number 1-2661
June 30, 1997
- ---------------------
CSS INDUSTRIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its Charter)
Delaware 13-1920657
- ------------------------------ ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification number)
1845 Walnut Street, Philadelphia, PA 19103
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(215) 569-9900
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes __x__ No _____
As of June 30, 1997, there were 10,831,675 shares of Common Stock outstanding
which excludes shares which may still be issued upon exercise of stock options.
Page 1 of 12
<PAGE>
CSS INDUSTRIES, INC. AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION
In the opinion of management, the accompanying unaudited consolidated condensed
financial statements contain all adjustments necessary to present fairly the
financial position as of June 30, 1997, December 31, 1996, the results of
operations for the three months and six months ended June 30, 1997 and 1996 and
the cash flows for the six months ended June 30, 1997 and 1996. The results for
the three months and six months ended June 30, 1997 and 1996 are not necessarily
indicative of the expected results for the full year. As certain previously
reported notes and footnote disclosures have been omitted, these financial
statements should be read in conjunction with the latest annual report on Form
10-K, with the March 31, 1997 quarterly report on Form 10-Q and with Part II of
this document.
PAGE NO.
--------
Consolidated Statements of Operations - Six months ended
June 30, 1997 and 1996 3
Consolidated Condensed Balance Sheets - June 30, 1997 and
December 31, 1996 4
Consolidated Statements of Cash Flows - Six months ended
June 30, 1997 and 1996 5
Notes to Consolidated Financial Statements 6-8
Management's Discussion and Analysis of Financial Condition
and Results of Operations 9-10
PART II - OTHER INFORMATION
- ---------------------------
Item 4. Submission of Matters to a Vote of Security Holders 11
SIGNATURE 12
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-2-
<PAGE>
CSS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except
per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------------------------------
1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
SALES $56,322 $47,305 $100,566 $94,575
------- ------- -------- -------
COSTS AND EXPENSES
Cost of sales 32,357 28,528 57,379 56,016
Selling, general and administrative expenses 24,537 20,056 48,233 41,957
Interest expense, net 1,286 1,456 2,386 2,955
Rental and other income, net (298) (18) (893) (254)
------- ------- -------- -------
57,882 50,022 107,105 100,674
------- ------- -------- -------
LOSS BEFORE INCOME TAXES
AND MINORITY INTEREST (1,560) (2,717) (6,539) (6,099)
INCOME TAX BENEFIT (462) (1,104) (2,469) (2,519)
------- ------- -------- -------
LOSS BEFORE MINORITY INTEREST (1,098) (1,613) (4,070) (3,580)
MINORITY INTEREST IN INCOME OF
SUBSIDIARIES, NET 136 144 312 262
------- ------- -------- -------
NET LOSS $(1,234) $(1,757) $ (4,382) $(3,842)
======= ======= ======= =======
NET LOSS PER COMMON SHARE
Primary $( .11) $( .16) $ ( .41) $( .35)
======= ======= ======= =======
Fully diluted $( .11) $( .16) $ ( .41) $( .35)
======= ======= ======= =======
WEIGHTED AVERAGE SHARES OUTSTANDING
Primary 10,826 11,082 10,815 11,019
======= ======= ======= =======
Fully diluted 10,826 11,082 10,815 11,058
======= ======= ======= =======
CASH DIVIDENDS PER SHARE OF COMMON STOCK $ - $ - $ - $ -
======= ======= ======= =======
</TABLE>
See notes to consolidated financial statements.
-3-
<PAGE>
CSS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
------
CURRENT ASSETS
Cash and temporary investments $ 3,636 $ 2,755
Accounts receivable, net 36,415 159,008
Inventories 134,380 58,189
Deferred taxes 1,883 1,883
Other current assets 12,617 7,269
-------- --------
Total current assets 188,931 229,104
-------- --------
PROPERTY, PLANT AND EQUIPMENT, NET 57,530 53,246
-------- --------
OTHER ASSETS
Intangible assets 61,421 49,388
Other 14,921 14,626
-------- --------
Total other assets 76,342 64,014
-------- --------
Total assets $322,803 $346,364
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Notes payable $ 84,160 $ 99,264
Other current liabilities 52,052 58,060
-------- --------
Total current liabilities 136,212 157,324
-------- --------
LONG-TERM OBLIGATIONS 8,279 7,436
DEFERRED INCOME TAXES 990 990
MINORITY INTEREST 4,084 3,862
SHAREHOLDERS' EQUITY 173,238 176,752
-------- --------
Total liabilities and shareholders' equity $322,803 $346,364
======== ========
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE>
CSS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
---------------------------------
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net loss ($ 4,382) ($ 3,842)
--------- ---------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,214 3,967
Gain on sale of assets, net (314) (29)
Gain on sale of marketable securities - (146)
Deferred tax benefit - (9,299)
Provision for doubtful accounts 673 551
Minority interest in income of subsidiaries 312 262
Changes in assets and liabilities, net of effects from
purchase and disposal of businesses:
Decrease in accounts receivable 126,782 141,111
(Increase) in inventory (69,480) (60,538)
(Increase) in other assets (4,239) (973)
(Decrease) in accrued expenses (18,798) (11,984)
-------- --------
Total adjustments 40,150 62,922
-------- --------
Net cash provided by operating activities 35,768 59,080
-------- --------
Cash flows from investing activities:
Purchase of businesses, net of cash received of $976 in 1997 (17,564) -
Purchase of property, plant and equipment (9,352) (8,828)
Proceeds from sale of business 4,083 -
Proceeds on sale of marketable securities - 424
Proceeds on sale of property, plant and equipment 2,313 897
-------- --------
Net cash used for investing activities (20,520) (7,507)
-------- --------
Cash flows from financing activities:
Payments on long-term obligations (836) (6,208)
Repayments on notes payable (14,121) (45,288)
Purchase of treasury stock (287) -
Redemption of subsidiary stock from minority shareholders (91) (194)
Proceeds from exercise of stock options 968 120
-------- --------
Net cash used for financing activities (14,367) (51,570)
-------- --------
Effect of exchange rate changes on cash - (18)
-------- --------
Net increase (decrease) in cash and temporary investments 881 (15)
Cash and temporary investments at beginning of period 2,755 3,102
-------- --------
Cash and temporary investments at end of period $ 3,636 $ 3,087
======== ========
</TABLE>
See notes to consolidated financial statements.
-5-
<PAGE>
CSS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1997
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation-
The consolidated financial statements include the accounts of the Company
and all subsidiaries. All significant intercompany transactions and
accounts have been eliminated in consolidation and all adjustments are
of a normal recurring nature. Translation adjustments of a foreign
subsidiary were charged or credited to a separate component of
shareholders' equity. This subsidiary was sold in 1997 (see Note 2).
Nature of Business-
CSS is a diversified company with two groups of businesses - the Consumer
Products Group and the Direct Mail Business Products Group. The
Consumer Products Group is primarily engaged in the manufacture and
sale to mass market retailers of seasonal 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 and Easter egg dyes and
novelties. The seasonal nature of most of CSS' business results in low
sales and net losses for the first two quarters and high shipments
levels and net income for the second half of the year, thereby causing
significant fluctuations in the quarterly results of operations of the
Company. The Consumer Products Group is comprised of The Paper Magic
Group, Inc. ("Paper Magic"), acquired by the Company in August 1988,
Berwick Industries, Inc. ("Berwick"), acquired in May 1993, and Cleo
Inc. ("Cleo"), acquired in November 1995. The Direct Mail Business
Products Group, composed of Rapidforms, Inc. and its subsidiaries
("Rapidforms"), develops and sells business forms, business supplies,
in-store retail merchandising products, holiday greeting cards and
advertising specialties to small and medium sized businesses in the
United States primarily through the direct mailing of catalogs and
brochures. Rapidforms was acquired by CSS in January 1985.
Use of Estimates-
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
Inventories-
Inventories are generally stated at the lower of first-in, first-out (FIFO)
cost or market. The remaining portion of the inventory is valued at the
lower of last-in, first-out (LIFO) cost or market. Inventories
consisted of the following:
-6-
<PAGE>
June 30, December 31,
1997 1996
------------- ------------
Raw material................... $ 20,432,000 $17,372,000
Work-in-process................ 30,263,000 8,025,000
Finished goods................. 83,685,000 32,792,000
------------ -----------
$134,380,000 $58,189,000
============ ===========
Revenue Recognition-
The Company recognizes revenues in accordance with its shipping terms.
Returns and allowances are reserved for based on the Company's
historical experience.
Net Loss Per Common Share-
Primary net loss per common share is based on the weighted average number
of common and common equivalent shares outstanding during the second
quarter and six months ended June 30, 1997 and 1996 - 10,825,739 and
10,815,245 in 1997 and 11,081,778 and 11,018,821 in 1996. Average
outstanding shares used in the computation of fully diluted net loss
per share were 10,825,739 and 10,815,245 in 1997 and 11,081,778 and
11,057,682 in 1996.
Statements of Cash Flows-
For purposes of the statements of cash flows, the Company considers all
holdings of highly liquid debt instruments with original maturity of
less than three months to be temporary investments.
See Note 2 for supplemental disclosure of noncash investing activities.
(2) BUSINESS ACQUISITIONS AND DIVESTITURES:
On January 17, 1997, Paper Magic acquired all of the outstanding stock
of Color-Clings, Inc. ("Color-Clings") for $7,875,000 and repaid $10,665,000 of
debt. Color-Clings, headquartered in Bloomington, Minnesota, is a designer and
marketer of seasonal and everyday vinyl home decorations sold primarily to mass
market retailers in the United States and Canada. The acquisition was accounted
for as a purchase and the excess of cost over fair market value of $15,698,000
was recorded as goodwill and will be amortized over twenty years.
On January 8, 1997, Rapidforms sold its Standard Forms, Ltd. ("Standard
Forms") subsidiary for $4,083,000, resulting in an immaterial financial gain.
Sales and operating income (loss) for Standard Forms were $8,237,000 and $19,000
in 1996, $7,925,000 and $220,000 in 1995 and $6,672,000 and $(203,000) in 1994.
(3) FUTURE ACCOUNTING CHANGES:
In February 1997, Statement of Financial Accounting Standards (SFAS)
No. 128, "Earnings per Share," was issued. This statement specified the
computation, presentation and disclosure requirements for earnings per share
(EPS). The main objectives of the statement were to simplify the EPS calculation
and to make EPS comparable on an international basis. Effective in the 1997
Annual Report, primary and fully diluted EPS will be replaced by basic and
diluted EPS. Prior period results will be restated. The most significant
difference is that basic EPS no longer assumes potentially dilutive securities
in the computation. Calculating EPS under the new method had no impact on EPS
figures for 1997 and 1996.
-7-
<PAGE>
In 1997, CSS will also adopt SFAS No. 129, "Disclosure of Information
about Capital Structure." This statement was issued in conjunction with the
earnings per share statement discussed above and is intended to centralize
capital structure disclosure requirements and to expand the number of companies
subject to the requirements. Since the Company was in compliance with the
existing capital structure disclosure requirements, disclosure under the new
standard is not expected to change materially.
(4) SUBSEQUENT EVENT:
On July 21, 1997, the Company amended its senior unsecured revolving
credit facility. The amendment increased the aggregate principal amount from
$195,000,000 to $300,000,000, while providing lower interest rates and other
benefits compared to the original agreement. Proceeds from this facility will be
used to fund operating cash needs, for general corporate purposes and to invest
in future growth.
-8-
<PAGE>
CSS INDUSTRIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
First Six Months of 1997 Compared to First Six Months of 1996
Consolidated sales for the six months ended June 30, 1997 increased by 6%
to $100,566,000 from $94,575,000. The increase in sales was due to a 19%
increase in sales of the Consumer Products Group ("CPG") which is primarily
attributable to the acquisition of Color-Clings by the Company's Paper Magic
subsidiary on January 17, 1997. Excluding the Color-Clings acquisition, CPG
sales increased 4% due to growth and the earlier timing of Halloween shipments.
The CPG increase was partially offset by a 9% decrease in the sales of the
Business Products Group ("BPG"). This decrease is a result of the sale by
Rapidforms of its Standard Forms subsidiary on January 8, 1997.
Cost of sales, as a percentage of sales, was 57% in 1997 and 59% in 1996.
The decrease in the cost of sales percentage was due to higher margins on CPG
sales as improved inventory management at Cleo, after its November 1995
acquisition, resulted in reduced closeout sales in 1997 and improved absorption
of overhead expenses. BPG margins increased due to the absence of lower margin
Standard Forms sales. Selling, general and administrative ("SG&A") expenses, as
a percentage of sales, increased to 48% from 44% in 1996. SG&A, as a percentage
of sales, for the CPG increased to 46% from 40% in 1996 primarily as a result of
the incremental SG&A expenses associated with Color-Clings and higher goodwill
amortization related to acquisitions made by the Company in 1996 and 1997.
Interest expense, net decreased from $2,955,000 in 1996 to $2,386,000 as
the cash generated from operations in 1996 and the first quarter of 1997 and
cash received from the sale of Standard Forms was only partially offset by the
cash expended to acquire and fund the seasonal requirements of Color-Clings.
Rental and other income increased to $893,000 from $254,000 in 1996. The
increase is attributable to the gain on the sale of Standard Forms and other
miscellaneous, non-recurring income.
Income tax benefit, as a percentage of loss before taxes and minority
interest, was 38% compared to 41% in 1996. The decrease was attributable to
lower projected state taxes and the tax benefit on the sale of Standard Forms.
The full year effective tax rate in 1996 was 39%.
The net loss for the six months ended June 30, 1997 was $4,382,000, or $.41
per share, compared to the net loss of $3,842,000, or $.35 per share in 1996.
The increased loss was attributable to the expected seasonal losses of
Color-Clings. Excluding the results of Color-Clings, the consolidated
year-to-date loss decreased 19%, due primarily to growth and the earlier timing
of Halloween shipments.
Second Quarter 1997 Compared to Second Quarter 1996
Consolidated sales for the second quarter of 1997 increased 19% to
$56,322,000 from $47,305,000 in 1996. CPG sales increased 42% primarily due to
the acquisition of Color-Clings. Excluding the Color-Clings acquisition, CPG
sales increased 19% reflecting growth and the earlier timing of Halloween
shipments. BPG sales decreased 10% due primarily to the absence of Standard
Forms sales in 1997.
-9-
<PAGE>
Cost of sales, as a percentage of sales, was 57% in 1997 compared to 60% in
1996. The decrease is a result of a decrease in CPG cost of sales, as a
percentage of sales, from 73% in 1996 to 65% in the current year. The reduction
is due to improved inventory management at Cleo, after its November 1995
acquisition, which resulted in reduced closeout sales and improved absorption of
overhead expenses. BPG cost of sales, as a percentage of sales, decreased to 44%
from 45% in 1996 reflecting the absence of lower margins on Standard Forms
sales.
SG&A expenses, as a percentage of sales, were 44% in the current quarter
compared to 42% in 1996. CPG SG&A expenses, as a percentage of sales, rose to
38% from 37% in 1996. This increase reflects the incremental SG&A associated
with Color-Clings and higher goodwill amortization related to acquisitions in
1996 and 1997. BPG SG&A expenses, as a percentage of sales, rose to 45% from 42%
in 1996 due to higher spending primarily related to increased investment in
product development and information systems.
Interest expense, net of $1,286,000 decreased from $1,456,000 in 1996,
reflecting lower borrowing levels. Rental and other income of $298,000 increased
over the 1996 level of $18,000 due to non-recurring miscellaneous income.
Income tax benefit, as a percentage of loss before taxes and minority
interest, was 30% in 1997 and 41% in 1996. The difference is due to an
adjustment made in the current quarter to adjust the year to date benefit to
agree with the projected full year rate of 38%. The full year effective tax rate
for 1996 was 39%.
For the second quarter, the Company incurred a net loss of $1,234,000, or
$.11 per share, compared to net loss of $1,757,000, or $.16 per share in 1996.
Excluding the acquisition of Color-Clings, the consolidated loss decreased 52%
due to growth and the earlier timing of Halloween shipments and higher gross
margins.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1997, the Company had working capital of $52,719,000 and
shareholders' equity of $173,238,000. The decrease in accounts receivable and
the increase in inventories from December 31, 1996 reflected seasonal
collections of Christmas accounts receivables and normal seasonal inventory
increases in preparation for the 1997 shipping season. The increase in
intangibles was a result of the acquisition of Color-Clings by Paper Magic on
January 17, 1997. The decrease in other accrued liabilities reflected the
payment of income taxes.
The Company relies primarily on cash generated from operations and seasonal
borrowings to meet its liquidity requirements. Most of the CPG revenues are
seasonal with approximately 80% of sales generated in the second half of the
year. Payment for Christmas related products is usually not received until after
the holiday in accordance with general industry practice. As of June 30, 1997,
borrowings were made under a $195,000,000 unsecured revolving credit facility.
At June 30, 1997 there was $84,160,000 outstanding under this facility. On July
21, 1997 the Company amended its unsecured credit facility, increasing the limit
to $300,000,000 while providing lower interest rates and other benefits compared
to the original agreement. This facility will be used to fund seasonal
borrowings and to provide the Company with a source of capital for general
corporate purposes and to invest in future growth.
-10-
<PAGE>
CSS INDUSTRIES, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of shareholders of the Registrant was held on
May 6, 1997.
(b) The following were elected to serve as Directors of the
Registrant until the next annual meeting and until their
successors shall be elected and qualify:
SHARES OF VOTING STOCK
----------------------
FOR WITHHELD
--- --------
James G. Baxter 9,850,461 236,674
Willard M. Bright 9,849,961 237,174
James H. Bromley 9,850,461 236,674
John R. Bunting, Jr. 9,847,361 239,774
Stephen V. Dubin 9,850,361 236,774
Jack Farber 9,850,461 236,674
Richard G. Gilmore 9,847,461 239,674
Leonard E. Grossman 9,850,461 236,674
James E. Ksansnak 9,850,461 236,674
Michael L. Sanyour 9,850,461 236,674
William C. Warren 9,849,961 237,174
(c) The results of the vote of the stockholders on the proposal to
adopt and approve the amendment to the CSS Industries, Inc. 1994
Equity Compensation Plan was as follows:
For 8,225,577
Against 1,254,321
Abstain 28,896
-11-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CSS INDUSTRIES, INC.
(Registrant)
Date: August 13, 1997 By: /s/James G. Baxter
----------------------------------------
James G. Baxter
President - Consumer Products Group,
Chief Financial Officer and
Principal Accounting Officer
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000020629
<NAME> CSS INDUSTRIES
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 3,636
<SECURITIES> 0
<RECEIVABLES> 40,000
<ALLOWANCES> 3,585
<INVENTORY> 134,380
<CURRENT-ASSETS> 188,931
<PP&E> 102,317
<DEPRECIATION> 44,787
<TOTAL-ASSETS> 322,802
<CURRENT-LIABILITIES> 136,212
<BONDS> 5,100
0
0
<COMMON> 1,237
<OTHER-SE> 172,001
<TOTAL-LIABILITY-AND-EQUITY> 322,803
<SALES> 100,566
<TOTAL-REVENUES> 100,566
<CGS> 57,379
<TOTAL-COSTS> 57,379
<OTHER-EXPENSES> 46,667
<LOSS-PROVISION> 673
<INTEREST-EXPENSE> 2,386
<INCOME-PRETAX> (6,539)
<INCOME-TAX> (2,469)
<INCOME-CONTINUING> (4,382)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,382)
<EPS-PRIMARY> (.41)
<EPS-DILUTED> (.41)
</TABLE>
