UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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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
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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
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) | |||
Registrants 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:
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)
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 registrants 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 registrants 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 registrants 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
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[THIS PAGE INTENTIONALLY LEFT BLANK]
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 Companys 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 Companys products are sold to its customers by national and regional account managers and by a network of independent manufacturers representatives. The Companys 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 Companys 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 Companys 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 Companys 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 committees role and responsibilities. All of these charters are available on the Companys 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 Companys 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 Dudleys® 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 Valentines 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 Companys 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 Companys 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 Companys 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 ITCs order.
In 2003, the Company imported from China a substantial portion of the Companys 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 Companys 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 Companys 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 Registrants 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 Companys 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 Companys earnings and cash requirements and is further limited by maintaining compliance with financial covenants contained in the Companys 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 | ||||||||||||||||