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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

(Mark One)

  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  

For the fiscal year ended March 31, 2004

OR

  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  

For the transition period from _______________________ to ________________________

Commission File Number 1-2661

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 No.)  
         
1845 Walnut Street, Philadelphia, PA
    19103  

   
 
(Address of principal executive offices)
    (Zip code)  
         
Registrant’s telephone number, including area code:
    (215) 569-9900  
   
 
Securities registered pursuant to Section 12(b) of the Act:  
         
Title of each Class
    Name of each exchange on which registered  

   
 
Common Stock, $.10 par value
    New York Stock Exchange  

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)

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          

      (Page 1 of Cover Page)


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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes  X            No          

The aggregate market value of the voting stock held by non-affiliates of the registrant is $261,624,790. Such aggregate market value was computed by reference to the closing price of the common stock of the registrant on the New York Stock Exchange on September 30, 2003, being the last trading day of the registrant’s most recently completed second fiscal quarter. Such calculation excludes the shares of common stock beneficially owned at such date by certain directors and officers of the registrant, by the Farber Foundation and by the Farber Family Foundation, as described under the section entitled “CSS SECURITY OWNERSHIP” in the Proxy Statement to be filed by the registrant for its 2004 Annual Meeting of Stockholders. In making such calculation, registrant does not determine the affiliate or non-affiliate status of any holders of the shares of common stock for any other purpose.

At May 25, 2004, there were outstanding 11,894,468 shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of registrant’s Proxy Statement for its 2004 Annual Meeting of Stockholders are incorporated by reference in Part III (under Items 10, 11, 12, 13 and 14).

      (Page 2 of Cover Page)


CSS INDUSTRIES, INC.
FORM 10-K
FOR THE FISCAL YEAR ENDED MARCH 31, 2004
INDEX

            Page  
           
 
PART I  
     
             
    Business     3  
    Properties     5  
    Legal Proceedings     6  
    Submission of Matters to a Vote of Security Holders     6  
     
             
PART II  
     
             
    Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities     7  
    Selected Financial Data     8  
    Management’s Discussion and Analysis of Financial Condition and Results of Operations     9  
    Quantitative and Qualitative Disclosures About Market Risk     16  
    Financial Statements and Supplementary Data     17  
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     48  
    Controls and Procedures     48  
     
             
PART III  
     
             
    Directors and Executive Officers of the Registrant     49  
    Executive Compensation     49  
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     49  
    Certain Relationships and Related Transactions     49  
    Principal Accountant Fees and Services     49  
     
             
PART IV  
     
             
    Exhibits, Financial Statement Schedules and Reports on Form 8-K     50  
Signatures     55  

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Part I
 
Item 1.  Business.
 
General

CSS Industries, Inc. (“CSS” or the “Company”) is a consumer products company primarily engaged in the design, manufacture, procurement and sale to mass market retailers of seasonal and 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-up and novelties, Easter egg dyes and novelties and educational products. CSS provides its retail customers the opportunity to use a single vendor for much of their seasonal product requirements. CSS’ product breadth, product innovation, creative design, manufacturing and packaging flexibility, product sourcing expertise, product quality and customer service are key to sustaining the Company’s market leadership position. A substantial portion of CSS’ products are manufactured, packaged and warehoused in twenty North American facilities, with the remainder purchased primarily from manufacturers in the Far East. The Company’s products are sold to its customers by national and regional account managers and by a network of independent manufacturers’ representatives. The Company’s operating subsidiaries include Paper Magic Group, Inc. (“Paper Magic”), acquired by the Company in August 1988, Berwick Offray LLC (“Berwick”), acquired in May 1993, and Cleo Inc (“Cleo”), acquired in November 1995.

In recent years, CSS has completed several acquisitions of companies that have been complementary to its existing businesses. During May 2001, the Company acquired certain assets of Tye-Sil Corporation Ltd. of Montreal, Quebec, Canada. Tye-Sil had been the leading Canadian provider of gift wrap and accessories. During March 2002, Berwick completed the acquisition of substantially all of the business and assets of the portion of C. M. Offray & Son, Inc. (“Offray”) which manufactures and sells decorative ribbon products, floral accessories and narrow fabrics for apparel, craft and packaging applications. During October 2002, Cleo acquired all of the capital stock of Crystal Creative Products, Inc. (“Crystal”) which is a leading designer, manufacturer and distributor of consumer convenience gift wrap products.

The Company has experienced growth through a combination of acquisitions and the improvement of existing operations. The Company’s goal is to continue to expand by developing new or complementary products, by entering new markets, by acquiring companies that are complementary with its existing operating businesses and by acquiring other businesses with leading market positions.

The Company’s Internet address is www.cssindustries.com.On its website, the following filings are posted as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission: its annual report on Form 10-K, its quarterly reports on Form 10-Q, its current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. All such filings on the Company’s website are available free of charge. In addition, the Nominating and Governance Committee, the Human Resources Committee and the Audit Committee each have a charter that sets forth the committee’s role and responsibilities. All of these charters are available on the Company’s website. The Board has also adopted its Corporate Governance Principles, its Employees Code of Ethics and Internal Disclosure Procedures and its Directors Code of Business Conduct and Ethics, copies of which are also available on the Company’s website. This information is available in print to any stockholder who requests it.

Principal Products CSS designs, manufactures and distributes a broad range of seasonal consumer products primarily through the mass market distribution channel. Christmas products include gift wrap, gift bags, boxed greeting cards, gift tags, decorative tissue paper, paper and vinyl decorations, and decorative ribbons and bows. CSS’ Valentine product offerings include classroom exchange Valentine cards and other related Valentine products, while its Easter product offerings include Dudley’s® brand of Easter egg dyes and related Easter seasonal products. For Halloween, CSS offers a full line of Halloween merchandise including make-up, costumes, masks and novelties. In addition to seasonal products, CSS also designs and markets decorative ribbons and bows to its mass market, craft retail and wholesale distribution customers, and teachers’ aids and other learning oriented products to the education market through the mass market, school supply distributors and direct-to-retail teachers’ stores.

 

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CSS manufactures and warehouses its products in twenty facilities located in Pennsylvania, Maryland, South Carolina, Alabama, Tennessee, Texas, Ohio and Kentucky. Boxed greeting cards, gift tags, paper and vinyl decorations and classroom exchange Valentine products are primarily produced and warehoused in four facilities in central and northeastern Pennsylvania. Manufacturing processes include a wide range of finishing, assembly and packaging operations. Halloween make-up and Easter egg dye products are manufactured to specific proprietary formulae by contract manufacturers who meet regulatory requirements for the formularization and packaging of such products. These products share a distribution facility in northeastern Pennsylvania with Christmas products of the Company. Ribbons and bows are manufactured and warehoused in twelve facilities located in northeastern Pennsylvania, Maryland, South Carolina, Alabama and Texas. The manufacturing process is vertically integrated. Non-woven ribbon and bow products are primarily made from polypropylene resin, a petroleum-based product, which is mixed with color pigment, melted and pressed through an extruder. Large rolls of extruded film go through various combinations of manufacturing processes before being made into bows or packaged on ribbon spools or reels as required by various markets and customers. Woven fabric ribbons are manufactured domestically and sourced from Mexico, the Far East and Latin America. Domestic woven products are either narrow woven or converted from bulk rolls of wide width textiles. Manufacturing of gift wrap, including web printing, finishing, rewinding and packaging are performed in one facility in Memphis, Tennessee. Finished gift wrap products are warehoused and shipped from both the production facility and a separate facility in Memphis. Tissue products are either sourced from international sources or converted from raw stock into packaged goods at our Maysville, Kentucky facility. Tissue and gift bag products are primarily distributed from a facility in Hamilton, Ohio. Other products, designed to the specifications of CSS, are imported from Pacific Rim manufacturers.

Sales and Marketing Most of CSS’ products are sold in the United States and Canada by national and regional account sales managers, inside sales representatives, product specialists and by a network of independent manufacturers’ representatives. CSS maintains permanent showrooms in New York City, Memphis, Minneapolis, Dallas, Atlanta and Hong Kong where major retail buyers will typically visit for a presentation and review of the new lines. Products are also displayed and presented in showrooms maintained by various independent manufacturers’ representatives in major cities in the United States and Canada. Relationships are developed with key retail customers by CSS sales personnel and independent manufacturers’ representatives. Customers are generally mass merchandise retailers, warehouse clubs, drug and food chains, independent card shops and retail teachers’ stores. CSS’ revenues are primarily seasonal with approximately 60% of sales related to the Christmas season and the remaining sales relating to the Halloween, Easter and Valentine’s Day seasons and everyday product sales. Seasonal products are generally designed and marketed beginning approximately eighteen to twenty months before the holiday event and manufactured during an eight to ten month production cycle. With such long lead time requirements, timely communication with outsourcing factories, retail customers and independent manufacturers’ representatives is critical to the timely production of seasonal products. Because the products themselves are primarily seasonal, sales terms do not generally require payment until after the holiday, in accordance with industry practice. In general, CSS products are not sold under guaranteed or return privilege terms. All-occasion ribbon and bow products are also sold through inside sales representatives or independent manufacturers representatives to wholesale distributors and independent small retailers who serve the floral, craft and retail packaging trades. The Company also sells custom products to private label customers, to other social expression companies, and to converters of the Company’s ribbon products. Custom products are sold by both independent manufacturers’ representatives and CSS sales managers.

Due to the ever increasing competitive retail environment, CSS plays a crucial role in helping the retailer develop programs to meet revenue objectives while appealing to consumers’ tastes. These objectives are met through the development and manufacture of custom configured and designed products. CSS’ years of experience in program development and product quality are key competitive advantages in helping retailers meet their objectives.

Competition CSS’ principal competitor in Christmas products is Plus Mark, Inc. (a subsidiary of American Greetings Corporation). Image Arts Inc., a subsidiary of Hallmark Cards, Inc., is also a competitor in the boxed greeting card business. CSS competes, to a limited extent, with other product offerings of Hallmark Cards, Inc. and American Greetings Corporation. These competitors are larger and have greater resources than the Company. In

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addition, CSS also competes with various domestic and foreign companies in each of its other seasonal product offerings.

CSS believes its products are positioned adequately for continued growth in their primary markets. Since competition is based primarily on price, timely delivery, creative design and the ability to serve major retail customers with single, combined product shipments for each holiday event, CSS’ product driven focus combined with consistent service levels allows it to compete effectively in its core markets.

Employees

At May 25, 2004, approximately 2,300 persons were employed by CSS (increasing to approximately 4,300 as seasonal employees are added).

With the exception of the bargaining units at the gift wrap facilities in Memphis, Tennessee and the ribbon manufacturing facilities in Hagerstown, Maryland, which totaled approximately 600 employees as of May 25, 2004, CSS employees are not represented by labor unions. Because of the seasonal nature of certain of its businesses, the number of production employees fluctuates during the year.

The Company believes that relationships with its employees are good.

Item 2.  Properties.

The following table sets forth the location and approximate square footage of the Company’s major manufacturing and distribution facilities:

               Approximate Square Feet  
       
 
Location
    Use   Owned   Leased  

   
 
 
 
Elysburg, PA
    Manufacturing and distribution     253,000      
Elysburg, PA
    Manufacturing     68,000      
Danville, PA
    Distribution     133,000      
Troy, PA
    Distribution     223,000      
Berwick, PA
    Manufacturing and distribution     216,000      
Berwick, PA
    Manufacturing and distribution     220,000      
Berwick, PA
    Distribution     226,000      
Berwick, PA
    Distribution         521,000  
Berwick, PA
    Distribution         36,000  
Memphis, TN
    Manufacturing and distribution         986,000  
Memphis, TN
    Distribution         366,000  
Hagerstown, MD
    Manufacturing and distribution     284,000      
Hagerstown, MD
    Manufacturing and distribution     97,000      
Hagerstown, MD
    Distribution         31,000  
Hartwell, SC
    Manufacturing     229,000      
Anniston, AL
    Manufacturing and distribution     120,000      
Anniston, AL
    Distribution         28,000  
El Paso, TX
    Distribution         100,000  
Maysville, KY
    Manufacturing     110,000      
Hamilton, OH
    Distribution         240,000  
         
 
 
Total
          2,179,000     2,308,000  
         
 
 

The Company also utilizes owned and leased space aggregating 166,000 square feet for various marketing and administrative purposes. The headquarters and principal executive office of the Company are located in Philadelphia, Pennsylvania.

The Company is the lessee of approximately 14,000 square feet of space (which was related to former operations), portions of which have been subleased by the Company, as sublessor, to various sublessees. The

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Company also owns two distribution facilities (approximately 162,000 square feet), one of which has been subleased by the Company and the other is being held for sale.

Item 3.  Legal Proceedings.

On February 17, 2004, a group of six domestic producers of tissue paper and a labor union jointly filed an antidumping duty petition with the International Trade Administration of the U. S. Department of Commerce (“Commerce Department”) and the U. S. International Trade Commission (“ITC”). The petitioners are seeking the imposition of antidumping duties of 163.36% on certain tissue paper products imported from China. If successful, the petition could result in the imposition of antidumping duties on gift tissue products that the Company imports from China for re-sale to the Company’s customers in the United States. The Company is contesting the petition in proceedings before the ITC and the Commerce Department.

In April 2004, the ITC made a preliminary determination that there is a “reasonable indication” that a domestic industry is being materially injured or threatened with material injury by reason of the imported tissue paper products. As a result, the Commerce Department will make a determination as to whether the imported goods are being sold into the United States at less than fair value. If the Commerce Department makes preliminary and final determinations in the affirmative, and the ITC makes a final determination of material injury or threat of material injury to a domestic industry resulting from the imported tissue paper products, antidumping duties will be imposed for a period of at least five years from the date of ITC’s order.

In 2003, the Company imported from China a substantial portion of the Company’s requirements for gift tissue products, and the Company had planned to import from China substantially all of its 2004 requirements for gift tissue products. While it is not possible for the Company to predict the outcome of the ITC and Commerce Department proceedings, the Company is considering actions intended to mitigate the adverse impact that would result from the imposition of antidumping duties on gift tissue products that the Company imports from China. In this regard, the Company has resumed tissue-converting operations at the Company’s previously-closed Maysville, Kentucky facility, and the Company is evaluating sourcing arrangements outside of China. At this time, the Company believes that the imposition of antidumping duties would not have a material effect on the Company’s financial condition or results of operations.

In November 2002, Bleyer Industries, Inc. (“Bleyer”) filed suit against CSS and certain of its subsidiaries in the Supreme Court of the State of New York, County of Nassau. The suit alleged that CSS and certain of its subsidiaries misused certain confidential information disclosed by Bleyer pursuant to certain confidentiality agreements entered into by CSS and Bleyer. The relief sought consisted of compensatory damages of approximately $10,000,000, prejudgment interest and punitive damages. In October 2003, this litigation was dismissed with prejudice.

CSS and its subsidiaries are also involved in ordinary, routine legal proceedings that are not considered by management to be material. In the opinion of Company counsel and management, the ultimate liabilities resulting from such lawsuits and claims will not materially affect the consolidated financial position of the Company or its results of operations.

Item 4.  Submission of Matters to a Vote of Security Holders.

Not applicable.

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Part II
 
Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The common stock of the Company is listed for trading on the New York Stock Exchange. The following table sets forth the high and low sales prices per share of that stock for each of the quarters during fiscal 2004 and fiscal 2003.

 

    High(1)   Low(1)   Dividends Declared(1)  
   

 

 

 
2004
                   
                     
First Quarter
  $ 26.66   $ 22.60   $ .067  
Second Quarter
    26.94     24.09     .080  
Third Quarter
    31.55     26.12     .080  
Fourth Quarter
    33.50     29.73     .080  

 

            Dividends  
    High(1)   Low(1)   Declared(1)  
   

 

 

 
2003
                   
First Quarter
  $ 25.57   $ 21.39   $  
Second Quarter
    25.80     21.12      
Third Quarter
    25.07     22.07      
Fourth Quarter
    24.13     18.67     .067  
   
(1)
Amounts have been restated to reflect a three-for-two stock split on July 10, 2003.

At May 25, 2004, there were approximately 2,225 holders of the Company’s common stock and there were no shares of preferred stock outstanding.

The ability of the Company to pay any cash dividends on its common stock is dependent on the Company’s earnings and cash requirements and is further limited by maintaining compliance with financial covenants contained in the Company’s credit facilities. The Company anticipates that quarterly cash dividends will continue to be paid in the future.

Purchases of Equity Securities

The following table provides information with respect to purchases the Company made of its common stock during the fourth quarter of fiscal 2004:

 

    Total Number of Shares Purchased   Average Price Paid per Share   Total Number of Shares Purchased as Part of Publicly Announced Program(1)   Maximum Number of Shares that May Yet Be Purchased Under the Program  
   

 

 

 

 
January 1 through January 31, 2004
                901,400  
February 1 through February 29, 2004
    120,200   $ 30.48     120,200     781,200  
March 1 through March 31, 2004
    64,100     31.53     64,100     717,100  
   

 

 

 

 
Total Fourth Quarter
    184,300   $ 30.85     184,300     717,100  
   

 

 

 

 
   
(1)
All open market share repurchases were effected in accordance with the safe harbor provisions of Rule 10b-18 of the Securities Exchange Act.

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Item 6.  Selected Financial Data.
 
(In thousands, except per share amounts)
 
    Years Ended March 31,   Three Month Periods Ended March 31,   Years Ended December 31,  
   
 
 
 
    2004   2003   2002   2001   2000   2000   1999  
   

 

 

 

 

 

 

 
                    (Unaudited)              
Statement of Operations Data:
                                           
Net sales
  $ 539,349   $ 532,815   $ 424,309   $ 26,987   $ 24,589   $ 421,084   $ 408,867  
Income (loss) before income taxes
    46,297     40,010     33,455     (9,194 )   (9,604 )   28,406     28,442  
Income (loss) before cumulative
   effect of change in
   accounting principle
    29,850     25,846     21,501     (6,080 )   (6,147 )   18,231     18,061  
Cumulative effect of change in
   accounting principle
        (8,813 )                    
Net income (loss)
    29,850     17,033     21,501     (6,080 )   (6,147 )   18,231     18,061  
     
                                           
Basic net income (loss)
   per common share:
                                           
Before cumulative effect of
   accounting change
  $ 2.54   $ 2.19   $ 1.63   $ (.46 ) $ (.44 ) $ 1.35   $ 1.23  
Cumulative effect of
   accounting change
        (.74 )                    
   

 

 

 

 

 

 

 
Basic net income (loss)
   per common share
  $ 2.54   $ 1.45   $ 1.63   $ (.46 ) $ (.44 ) $ 1.35   $ 1.23  
   

 

 

 

 

 

 

 
Diluted net income (loss)
   per common share:
                                           
Before cumulative effect of
   accounting change
  $ 2.42   $ 2.09   $ 1.60   $ (.46 ) $ (.44 ) $ 1.35   $ 1.23  
Cumulative effect of
   accounting change
        (.71 )                    
   

 

 

 

 

 

 

 
Diluted net income (loss)
   per common share
  $ 2.42   $ $1.38   $ 1.60