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EXCEL - IDEA: XBRL DOCUMENT - CSS INDUSTRIES INC | Financial_Report.xls |
EX-32.2 - EXHIBIT 32.2 - CSS INDUSTRIES INC | c19697exv32w2.htm |
EX-10.3 - EXHIBIT 10.3 - CSS INDUSTRIES INC | c19697exv10w3.htm |
EX-31.2 - EXHIBIT 31.2 - CSS INDUSTRIES INC | c19697exv31w2.htm |
EX-31.1 - EXHIBIT 31.1 - CSS INDUSTRIES INC | c19697exv31w1.htm |
EX-10.2 - EXHIBIT 10.2 - CSS INDUSTRIES INC | c19697exv10w2.htm |
EX-32.1 - EXHIBIT 32.1 - CSS INDUSTRIES INC | c19697exv32w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2011
or
o | 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) |
(215) 569-9900
(Registrants 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. þ Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such period that the registrant was required to submit and post such files). þ Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act.) o Yes þ No
As of August 3, 2011, there were 9,741,104 shares of common stock outstanding which excludes shares
which may still be issued upon exercise of stock options or upon vesting of restricted stock unit
grants.
CSS INDUSTRIES, INC. AND SUBSIDIARIES
INDEX
2
Table of Contents
CSS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Unaudited)
Three Months Ended | ||||||||
June 30, | ||||||||
(In thousands, except per share data) | 2011 | 2010 | ||||||
SALES |
$ | 55,040 | $ | 53,288 | ||||
COSTS AND EXPENSES |
||||||||
Cost of sales |
43,286 | 39,555 | ||||||
Selling, general and administrative expenses |
20,450 | 22,352 | ||||||
Restructuring expenses |
3,060 | 41 | ||||||
Interest expense, net |
43 | 209 | ||||||
Other expense, net |
24 | 68 | ||||||
66,863 | 62,225 | |||||||
LOSS BEFORE INCOME TAXES |
(11,823 | ) | (8,937 | ) | ||||
INCOME TAX BENEFIT |
(4,254 | ) | (3,200 | ) | ||||
NET LOSS |
$ | (7,569 | ) | $ | (5,737 | ) | ||
BASIC AND DILUTED NET LOSS PER COMMON SHARE |
$ | (.78 | ) | $ | (.59 | ) | ||
WEIGHTED AVERAGE BASIC AND DILUTED SHARES
OUTSTANDING |
9,735 | 9,683 | ||||||
CASH DIVIDENDS PER SHARE OF COMMON STOCK |
$ | .15 | $ | .15 | ||||
See notes to consolidated financial statements.
3
Table of Contents
CSS INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, | March 31, | June 30, | ||||||||||
(In thousands) | 2011 | 2011 | 2010 | |||||||||
(Unaudited) | (Audited) | (Unaudited) | ||||||||||
ASSETS |
||||||||||||
CURRENT ASSETS |
||||||||||||
Cash and cash equivalents |
$ | 4,426 | $ | 50,407 | $ | 2,811 | ||||||
Accounts receivable, net of allowances of $1,793, $3,050 and $3,415 |
46,612 | 42,615 | 47,807 | |||||||||
Inventories |
107,953 | 80,767 | 118,291 | |||||||||
Deferred income taxes |
3,787 | 4,051 | 6,153 | |||||||||
Other current assets |
21,635 | 14,474 | 20,437 | |||||||||
Total current assets |
184,413 | 192,314 | 195,499 | |||||||||
PROPERTY, PLANT AND EQUIPMENT, NET |
31,577 | 32,345 | 48,686 | |||||||||
DEFERRED INCOME TAXES |
8,575 | 8,854 | 5,184 | |||||||||
OTHER ASSETS |
||||||||||||
Goodwill |
17,233 | 17,233 | 17,233 | |||||||||
Intangible assets, net |
30,980 | 31,408 | 32,839 | |||||||||
Other |
4,641 | 4,769 | 3,945 | |||||||||
Total other assets |
52,854 | 53,410 | 54,017 | |||||||||
Total assets |
$ | 277,419 | $ | 286,923 | $ | 303,386 | ||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||
CURRENT LIABILITIES |
||||||||||||
Short-term debt |
$ | | $ | | $ | 13,000 | ||||||
Current portion of long-term debt |
| 66 | 384 | |||||||||
Accrued customer programs |
4,409 | 4,726 | 6,939 | |||||||||
Other current liabilities |
40,195 | 40,626 | 49,101 | |||||||||
Total current liabilities |
44,604 | 45,418 | 69,424 | |||||||||
LONG-TERM OBLIGATIONS |
5,790 | 5,846 | 7,341 | |||||||||
STOCKHOLDERS EQUITY |
227,025 | 235,659 | 226,621 | |||||||||
Total liabilities and stockholders equity |
$ | 277,419 | $ | 286,923 | $ | 303,386 | ||||||
See notes to consolidated financial statements.
4
Table of Contents
CSS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Unaudited)
Three Months Ended | ||||||||
June 30, | ||||||||
(In thousands) | 2011 | 2010 | ||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (7,569 | ) | $ | (5,737 | ) | ||
Adjustments to reconcile net loss to net cash used for
operating activities: |
||||||||
Depreciation and amortization |
2,057 | 3,012 | ||||||
Provision for accounts receivable allowances |
547 | 889 | ||||||
Deferred tax provision |
543 | 267 | ||||||
Loss on sale or disposal of assets |
36 | | ||||||
Stock-based compensation expense |
463 | 461 | ||||||
Changes in assets and liabilities: |
||||||||
Increase in accounts receivable |
(4,544 | ) | (2,985 | ) | ||||
Increase in inventory |
(27,186 | ) | (39,440 | ) | ||||
Increase in other assets |
(7,033 | ) | (3,090 | ) | ||||
(Decrease) increase in liabilities |
(817 | ) | 11,626 | |||||
Total adjustments |
(35,934 | ) | (29,260 | ) | ||||
Net cash used for operating activities |
(43,503 | ) | (34,997 | ) | ||||
Cash flows from investing activities: |
||||||||
Purchase of property, plant and equipment |
(931 | ) | (1,098 | ) | ||||
Proceeds from sale of assets |
45 | | ||||||
Net cash used for investing activities |
(886 | ) | (1,098 | ) | ||||
Cash flows from financing activities: |
||||||||
Payments on long-term debt |
(66 | ) | (163 | ) | ||||
Borrowings on credit facilities |
| 37,670 | ||||||
Repayments on credit facilities |
| (24,670 | ) | |||||
Dividends paid |
(1,460 | ) | (1,453 | ) | ||||
Proceeds from exercise of stock options |
15 | 289 | ||||||
Shares withheld for minimum tax withholding on restricted stock |
(54 | ) | | |||||
Tax effect on stock awards |
(27 | ) | 16 | |||||
Net cash (used for) provided by financing activities |
(1,592 | ) | 11,689 | |||||
Effect of exchange rate changes on cash |
| | ||||||
Net decrease in cash and cash equivalents |
(45,981 | ) | (24,406 | ) | ||||
Cash and cash equivalents at beginning of period |
50,407 | 27,217 | ||||||
Cash and cash equivalents at end of period |
$ | 4,426 | $ | 2,811 | ||||
See notes to consolidated financial statements.
5
Table of Contents
CSS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2011
(Unaudited)
(Unaudited)
(1) | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation |
CSS Industries, Inc. (collectively with its subsidiaries, CSS or the Company) has prepared
the consolidated financial statements included herein pursuant to the rules and regulations of
the Securities and Exchange Commission. The Company has condensed or omitted certain
information and footnote disclosures normally included in consolidated financial statements
prepared in accordance with accounting principles generally accepted in the United States
pursuant to such rules and regulations. In the opinion of management, the statements include
all adjustments (which include normal recurring adjustments) required for a fair presentation of
financial position, results of operations and cash flows for the interim periods presented.
These consolidated financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Companys Annual Report on Form 10-K for
the fiscal year ended March 31, 2011. The results of operations for the interim periods are not
necessarily indicative of the results for the full year. |
The Companys fiscal year ends on March 31. References to a particular fiscal year refer to the
fiscal year ending in March of that year. For example, fiscal 2012 refers to the fiscal year
ending March 31, 2012. |
Principles of Consolidation |
The consolidated financial statements include the accounts of the Company and all of its
subsidiaries. All significant intercompany transactions and accounts have been eliminated in
consolidation. |
Nature of Business |
CSS is a consumer products company primarily engaged in the design, manufacture, procurement,
distribution and sale of seasonal and all occasion social expression products, principally to
mass market retailers. These seasonal and all occasion products include decorative ribbons and
bows, boxed greeting cards, gift tags, gift wrap, gift bags, gift boxes, gift card holders,
decorative tissue paper, decorations, classroom exchange Valentines, floral accessories,
Halloween masks, costumes, make-up and novelties, Easter egg dyes and novelties, craft and
educational products, stickers, memory books, stationery, journals, notecards, infant and
wedding photo albums, scrapbooks, and other gift items that commemorate lifes celebrations.
The seasonal nature of CSS business has historically resulted in lower sales levels and
operating losses in the first and fourth quarters and comparatively higher sales levels and
operating profits in the second and third quarters of the Companys fiscal year, which ends
March 31, thereby causing significant fluctuations in the quarterly results of operations of the
Company. |
Reclassification |
Certain prior period amounts have been reclassified to conform with the current year
classification. |
Foreign Currency Translation and Transactions |
Translation adjustments are charged or credited to a separate component of stockholders equity.
Gains and losses on foreign currency transactions are not material and are included in other
expense, net in the consolidated statements of operations. |
6
Table of Contents
Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States 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. Judgments and assessments of uncertainties are required
in applying the Companys accounting policies in many areas. Such estimates pertain to the
valuation of inventory and accounts receivable, the assessment of the recoverability of goodwill
and other intangible and long-lived assets, income tax accounting, the valuation of share-based
awards and resolution of litigation and other proceedings. Actual results could differ from
these estimates. |
Management estimates full year incentive compensation expense primarily based on projected
financial performance as compared to the incentive compensation plan targets. In fiscal year
2011, the Company allocated expected annual incentive compensation expense on a straight-line
basis. Beginning in the first quarter of fiscal 2012, in order to better align the incentive
compensation expense to the seasonal nature of its business, the Company began to charge
incentive compensation expense to the periods in which profits are generated. As a result of
this change in estimate, there was no incentive compensation expense recorded in the first
quarter of fiscal 2012 compared to $1,473,000 in the first quarter of fiscal 2011. |
Impairment of Long-Lived Assets including Goodwill and Other Intangible Assets |
Goodwill is subject to an assessment for impairment using a two-step fair value-based test, the
first step of which must be performed at least annually, or more frequently if events or
circumstances indicate that goodwill might be impaired. The first step of the test compares the
fair value of a reporting unit to its carrying amount, including goodwill, as of the date of the
test. The Company uses a dual approach to determine the fair value of its reporting units
including both a market approach and an income approach. We believe the use of multiple
valuation techniques results in a more accurate indicator of the fair value of each reporting
unit. If the carrying amount of the reporting unit exceeds its fair value, the second step is
performed. The second step compares the carrying amount of the goodwill to the implied fair
value of the goodwill. If the implied fair value of the goodwill is less than the carrying
amount of the goodwill, an impairment loss would be reported. |
Other indefinite lived intangible assets consist primarily of tradenames which are also required
to be tested annually. The fair value of the Companys tradenames is calculated using a relief
from royalty payments methodology. Long-lived assets (including property, plant and
equipment), except for goodwill and indefinite lived intangible assets, are reviewed for
impairment when circumstances indicate the carrying value of an asset group may not be
recoverable. If such asset group is considered to be impaired, the impairment to be recognized
is the amount by which the carrying amount of the asset group exceeds the fair value of the
asset group. |
Inventories |
The Company records inventory when title is transferred, which occurs upon receipt or prior to
receipt dependent on supplier shipping terms. The Company adjusts unsaleable and slow-moving
inventory to its estimated net realizable value. Substantially all of the Companys inventories
are 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 (in thousands): |
June 30, | March 31, | June 30, | ||||||||||
2011 | 2011 | 2010 | ||||||||||
Raw material |
$ | 10,671 | $ | 12,232 | $ | 15,652 | ||||||
Work-in-process |
24,837 | 20,127 | 24,783 | |||||||||
Finished goods |
72,445 | 48,408 | 77,856 | |||||||||
$ | 107,953 | $ | 80,767 | $ | 118,291 | |||||||
7
Table of Contents
Property, Plant and Equipment |
Property, plant and equipment are stated at cost and include the following (in thousands): |
June 30, | March 31, | June 30, | ||||||||||
2011 | 2011 | 2010 | ||||||||||
Land |
$ | 2,508 | $ | 2,508 | $ | 2,508 | ||||||
Buildings, leasehold interests and improvements |
44,224 | 44,127 | 46,320 | |||||||||
Machinery, equipment and other |
120,222 | 119,784 | 146,624 | |||||||||
166,954 | 166,419 | 195,452 | ||||||||||
Less Accumulated depreciation and amortization |
(135,377 | ) | (134,074 | ) | (146,766 | ) | ||||||
Net property, plant and equipment |
$ | 31,577 | $ | 32,345 | $ | 48,686 | ||||||
In connection with the Companys review of the recoverability of its long-lived assets as it
prepared its financial statements for the fiscal year ended March 31, 2011, the Company
evaluated the recoverability of the long-lived asset group primarily related to the Cleo gift
wrap manufacturing and distribution facility. As a result of this analysis, it was determined
that the fair value of the Cleo asset group was less than the carrying value. This resulted in
an impairment charge of $11,051,000, which was recorded in the fourth quarter of fiscal 2011.
See further discussion regarding Cleo restructuring in Note 5 and Note 8. |
In addition, during the fourth quarter of fiscal 2011, the Company identified and wrote off
certain property, plant and equipment that was fully depreciated and no longer in use. The net
effect was to decrease gross cost and accumulated depreciation by $23,951,000. There was no
effect on net property, plant and equipment. |
Depreciation expense was $1,618,000 and $1,942,000 during the three months ended June 30, 2011
and 2010, respectively. |
Revenue Recognition |
The Company recognizes revenue from product sales when the goods are shipped, title and risk of
loss have been transferred to the customer and collection is reasonably assured. Provisions for
returns, allowances, rebates to customers and other adjustments are provided in the same period
that the related sales are recorded. |
Net Loss Per Common Share |
Due to the Companys net losses, potentially dilutive securities of 938,000 shares and 1,175,000
shares as of June 30, 2011 and 2010, respectively, consisting of outstanding stock options and
non-vested restricted stock units, were excluded from the diluted loss per share calculation due
to their antidilutive effect. |
(2) | STOCK-BASED COMPENSATION |
2004 Equity Compensation Plan |
Under the terms of the Companys 2004 Equity Compensation Plan (2004 Plan), the Human
Resources Committee (Committee) of the Board of Directors (Board) may grant incentive stock
options, non-qualified stock options, restricted stock grants, stock appreciation rights, stock
bonuses and other awards to officers and other employees. Grants under the 2004 Plan may be
made through August 3, 2014. The term of each grant is at the discretion of the Committee, but
in no event greater than ten years from the date of grant. The Committee has discretion to
determine the date or dates on which granted options become exercisable. During the first
quarter of fiscal 2012, the Company granted performance-based stock options and
performance-based restricted stock units (RSUs) which vest providing that certain performance
metrics have been met during the performance period. All options outstanding as of June 30,
2011 become exercisable at the rate of 25% per year commencing one year after the date of grant;
in some cases, however, exercisability is further conditioned upon
satisfaction of performance-based vesting criteria. Outstanding RSUs generally vest (subject to
limited exceptions) at the rate of 50% of the shares underlying the grant on each of the third
and fourth anniversaries of the date on which the award was granted; in some cases, however,
vesting is further conditioned upon satisfaction of performance-based vesting criteria. At June
30, 2011, 780,779 shares were available for grant under the 2004 Plan. |
8
Table of Contents
On May 24, 2011, the Board approved an amendment to the 2004 Plan to reduce the number of shares
of the Companys common stock authorized for issuance under the 2004 Plan by 500,000 shares. As
a result of this reduction, the 2004 Plan now provides that 1,500,000 shares of the Companys
common stock may be issued as grants under the 2004 Plan. Prior to this amendment, the 2004
Plan provided that 2,000,000 shares of the Companys common stock could be issued as grants
under the 2004 Plan. |
2011 | Stock Option Plan for Non-Employee Directors |
On May 24, 2011, the Board of the Company adopted the CSS Industries, Inc. 2011 Stock Option
Plan for Non-Employee Directors (2011 Plan), subject to stockholder approval which was
received on August 2, 2011. Under the 2011 Plan, non-qualified stock options to purchase up to
150,000 shares of common stock are available for grant to non-employee directors at exercise
prices of not less than fair market value of the underlying common stock on the date of grant.
Options to purchase 4,000 shares of the Companys common stock are granted automatically to each
non-employee director on the last day that the Companys common stock is traded in November from
2011 to 2015. Each option will expire five years after the date the option is granted and
options may be exercised at the rate of 25% per year commencing one year after the date of
grant. |
The fair value of each stock option granted under the above plans was estimated on the date of
grant using the Black-Scholes option pricing model with the following average assumptions: |
For the Three Months | ||||||||
Ended June 30, | ||||||||
2011 | 2010 | |||||||
Expected dividend yield at time of grant |
3.29 | % | 3.11 | % | ||||
Expected stock price volatility |
54 | % | 55 | % | ||||
Risk-free interest rate |
2.39 | % | 2.63 | % | ||||
Expected life of option (in years) |
5.1 | 4.7 |
Expected volatilities are based on historical volatility of the Companys common stock. The
expected life of the option is estimated using historical data pertaining to option exercises
and employee terminations. The risk-free interest rate is based on U.S. Treasury yields in
effect at the time of grant. |
The weighted average fair value of stock options granted during the three months ended June 30,
2011 and 2010 was $6.88 and $6.99, respectively. The weighted average fair value of restricted
stock units granted during the three months ended June 30, 2011 and 2010 was $16.25 and $16.94,
respectively. |
As of June 30, 2011, there was $2,722,000 of total unrecognized compensation cost related to
non-vested stock option awards granted under the Companys equity incentive plans which is
expected to be recognized over a weighted average period of 2.7 years. As of June 30, 2011,
there was $1,881,000 of total unrecognized compensation cost related to non-vested RSUs granted
under the Companys equity incentive plans which is expected to be recognized over a weighted
average period of 2.9 years. |
Compensation cost related to stock options and RSUs recognized in operating results (included in
selling, general and administrative expenses) was $463,000 and $461,000 in the quarters ended
June 30, 2011 and 2010, respectively. |
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Table of Contents
(3) | DERIVATIVE FINANCIAL INSTRUMENTS |
The Company enters into foreign currency forward contracts in order to reduce the impact of
certain foreign currency fluctuations on sales denominated in a foreign currency. Derivatives
are not used for trading or speculative activities. Firmly committed transactions and the
related receivables may be hedged with forward exchange contracts. Gains and losses arising
from foreign currency forward contracts are recorded in other expense, net as offsets of gains
and losses resulting from the underlying hedged transactions. As of June 30, 2011 and 2010, the
notional amount of open foreign currency forward contracts was $2,522,000 and $6,098,000,
respectively. The related unrealized gain was $1,000 and $236,000 at June 30, 2011 and 2010,
respectively. There were no open foreign currency forward contracts as of March 31, 2011. We
believe we do not have significant counterparty credit risks as of June 30, 2011. |
The following table shows the fair value of the foreign currency forward contracts designated as
hedging instruments and included in the Companys condensed consolidated balance sheet as of
June 30, 2011 and 2010 (in thousands): |
Fair Value of Derivative Instruments | ||||||||||
Fair Value | ||||||||||
Balance Sheet | June 30, | June 30, | ||||||||
Location | 2011 | 2010 | ||||||||
Foreign currency forward contracts |
Other current assets | $ | 1 | $ | 236 |
(4) | GOODWILL AND INTANGIBLES
|
The Company performs an annual impairment test of the carrying amount of goodwill and
indefinite-lived intangible assets in the fourth quarter of its fiscal year. Additionally, the
Company would perform its impairment testing at an interim date if events or circumstances
indicate that goodwill or intangibles might be impaired. During the three months ended June 30,
2011, there have not been any such events. |
The gross carrying amount and accumulated amortization of other intangible assets is as follows
(in thousands): |
June 30, 2011 | March 31, 2011 | June 30, 2010 | ||||||||||||||||||||||
Gross | Gross | Gross | ||||||||||||||||||||||
Carrying | Accumulated | Carrying | Accumulated | Carrying | Amortization | |||||||||||||||||||
Amount | Amortization | Amount | Amortization | Amount | Amortization | |||||||||||||||||||
Tradenames and trademarks |
$ | 12,793 | $ | | $ | 12,793 | $ | | $ | 12,793 | $ | | ||||||||||||
Customer relationships |
22,057 | 5,233 | 22,057 | 4,858 | 22,057 | 3,733 | ||||||||||||||||||
Non-compete |
200 | 180 | 200 | 167 | 200 | 129 | ||||||||||||||||||
Trademarks |
403 | 190 | 403 | 183 | 403 | 160 | ||||||||||||||||||
Patents |
1,337 | 207 | 1,337 | 174 | 1,492 | 84 | ||||||||||||||||||
$ | 36,790 | $ | 5,810 | $ | 36,790 | $ | 5,382 | $ | 36,945 | $ | 4,106 | |||||||||||||
Amortization expense related to intangible assets was $428,000 and $430,000 for the three
months ended June 30, 2011 and 2010, respectively. Based on the current composition of
intangibles, amortization expense for the remainder of fiscal 2012 and each of the succeeding
four years is projected to be as follows (in thousands): |
Fiscal 2012 |
$ | 1,266 | ||
Fiscal 2013 |
1,661 | |||
Fiscal 2014 |
1,661 | |||
Fiscal 2015 |
1,642 | |||
Fiscal 2016 |
1,641 |
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Table of Contents
(5) | BUSINESS RESTRUCTURING |
On May 24, 2011, the Company approved a plan to close its Cleo manufacturing facility located in
Memphis, Tennessee, with an exit to be completed no later than December 31, 2011. As part of
such closing, the Company plans to transition the sourcing of all gift wrap products to foreign
suppliers. The Company uses the Memphis, Tennessee facility primarily for the manufacture and
distribution of gift wrap products. The Company continually evaluates the efficiency and
productivity of its production and distribution facilities to maintain its competitiveness and
believes that it will experience better operational efficiencies as a result of this action. In
connection with the restructuring plan, the Company estimates that during fiscal 2012 it will
incur pre-tax expenses of up to $10,300,000 (reduced by $825,000 related to the sale of certain
tangible fixed assets as further described in Note 8) associated with the approved plan, which
costs primarily relate to cash expenditures for facility and staff costs (approximately
$7,100,000) and non-cash asset write-downs (approximately $3,200,000). Additionally, the
Company expects to incur $1,300,000 in cash spending during fiscal 2012 relating to this plan
which was expensed previously. The Company expects to complete the restructuring plan by March
31, 2012. During the three months ended June 30, 2011, staff termination costs of $3,042,000 are
included in restructuring expenses and $2,498,000 related to the write down of inventory to net
realizable value is included in cost of sales. In connection with this restructuring plan, as
of June 30, 2011, the Company recorded a restructuring reserve of $3,015,000, including
severance related to 573 employees, which was classified as a current liability in the
accompanying consolidated balance sheet and will be paid in fiscal 2012. See further discussion
in Note 8. |
(6) | COMMITMENTS AND CONTINGENCIES
|
CSS and its subsidiaries are 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 legal proceedings will not materially affect the
consolidated financial position of the Company or its results of operations or cash flows. |
(7) | FAIR VALUE MEASUREMENTS |
The Company uses certain derivative financial instruments as part of its risk management
strategy to reduce foreign currency risk. The Company recorded all derivatives on the
consolidated condensed balance sheet at fair value based on quotes obtained from financial
institutions as of June 30, 2011. |
The Company maintains a Nonqualified Supplemental Executive Retirement Plan for highly
compensated employees and invests assets to mirror the obligations under this Plan. The
invested funds are maintained at a third party financial institution in the name of CSS and are
invested in publicly traded mutual funds. The Company maintains separate accounts for each
participant to reflect deferred contribution amounts and the related gains or losses on such
deferred amounts. The investments are included in other current assets and the related
liability is recorded as deferred compensation and included in other long-term obligations in
the consolidated condensed balance sheets. The fair value of the investments is based on the
market price of the mutual funds as of June 30, 2011. |
The Company maintains two life insurance policies in connection with deferred compensation
arrangements with two former executives. The cash surrender value of the policies is recorded
in other long-term assets in the consolidated condensed balance sheets and is based on quotes
obtained from the insurance company as of June 30, 2011. |
To increase consistency and comparability in fair value measurements, the FASB established a
fair value hierarchy that prioritizes the inputs to valuation techniques, into a three-level
fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in
active markets for identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3). If the inputs used to measure the financial assets and
liabilities fall within different levels of the hierarchy, the categorization is based on the
lowest level input that is significant to the fair value measurement of the instrument. |
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The Companys recurring assets and liabilities recorded on the consolidated condensed balance
sheet are
categorized based on the inputs to the valuation techniques as follows: |
Level 1 Financial assets and liabilities whose values are based on unadjusted quoted prices
for identical assets or liabilities in an active market that the Company has the ability to
access. |
Level 2 Financial assets and liabilities whose values are based on quoted prices in markets
that are not active or model inputs that are observable either directly or indirectly for
substantially the full term of the asset or liability. Examples of Level 2 inputs include
quoted prices for identical or similar assets or liabilities in non-active markets and pricing
models whose inputs are observable for substantially the full term of the asset or liability. |
Level 3 Financial assets and liabilities whose values are based on prices or valuation
techniques that require inputs that are both unobservable and significant to the overall fair
value measurement. |
The following table presents the Companys fair value hierarchy for those financial assets and
liabilities measured at fair value on a recurring basis in its consolidated condensed balance
sheet as of June 30, 2011 (in thousands): |
Fair Value Measurements at June 30, 2011 Using | ||||||||||||||||
Quoted Prices | ||||||||||||||||
In Active | Significant | |||||||||||||||
Markets for | Other | Significant | ||||||||||||||
Identical | Observable | Unobservable | ||||||||||||||
June 30, | Assets | Inputs | Inputs | |||||||||||||
2011 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets |
||||||||||||||||
Marketable securities |
$ | 662 | $ | 662 | $ | | $ | | ||||||||
Cash surrender value of life insurance policies |
896 | | 896 | | ||||||||||||
Foreign exchange contracts |
1 | | 1 | | ||||||||||||
Total assets |
$ | 1,559 | $ | 662 | $ | 897 | $ | | ||||||||
Liabilities |
||||||||||||||||
Deferred compensation plans |
$ | 662 | $ | 662 | $ | | $ | | ||||||||
Total liabilities |
$ | 662 | $ | 662 | $ | | $ | | ||||||||
Cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are
reflected at carrying value in the consolidated condensed balance sheets as such amounts are a
reasonable estimate of their fair values due to the short-term nature of these instruments. |
(8) | SUBSEQUENT EVENT |
On August 2, 2011, the Company entered into an agreement to sell certain tangible fixed assets
in its Cleo manufacturing facility located in Memphis, Tennessee. The Company expects to
receive $825,000 related to the sale of these assets during the second quarter of fiscal 2012,
of which $618,750 was received on August 2, 2011 as a deposit. Such proceeds are expected to
reduce the previously disclosed estimate of up to $10,300,000 of pre-tax expenses associated
with the approved Cleo restructuring plan as further discussed in Note 5. |
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CSS INDUSTRIES, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
STRATEGIC OVERVIEW
Approximately 59% of the Companys prior year sales were attributable to seasonal (Christmas,
Valentines Day, Easter and Halloween) products, with the remainder attributable to all occasion
products. Seasonal products are sold primarily to mass market retailers, and the Company has
relatively high market share in many of these categories. Most of these markets have shown little
growth and in some cases have declined in recent years, and the Company continues to confront
significant price pressure as its competitors source certain products from overseas and its
customers increase direct sourcing from overseas factories. Increasing customer concentration has
augmented their bargaining power, which has also contributed to price pressure. In recent fiscal
years, the Company experienced lower sales in its gift wrap, boxed greeting card, ribbon and bow,
gift tissue and gift bag lines.
The Company has taken several measures to respond to sales volume, cost and price pressures. The
Company believes it continues to have strong core Christmas product offerings which has allowed it
to compete effectively in this competitive market. In addition, the Company is aggressively
pursuing new product initiatives related to seasonal, craft and all occasion products, including
new licensed and non-licensed product offerings. CSS continually invests in product and packaging
design and product knowledge to assure that it can continue to provide unique added value to its
customers. In addition, CSS maintains an office and showroom in Hong Kong to be able to provide
alternatively sourced products at competitive prices. CSS continually evaluates the efficiency and
productivity of its North American production and distribution facilities and of its back office
operations to maintain its competitiveness. In the last seven fiscal years, the Company has closed
five manufacturing plants and seven warehouses totaling 1,674,000 square feet. In May 2011, the
Company announced that its Memphis, Tennessee manufacturing facility will be closed, with an exit
to be completed by no later than December 31, 2011. Additionally, in fiscal 2007, the Company
combined the management and back office support for its Memphis, Tennessee based Cleo gift wrap
operation into its Berwick Offray ribbon and bow subsidiary. The Company consolidated its human
resources, accounts receivable, accounts payable and payroll functions into a combined back office
operation, which was substantially completed in the first quarter of fiscal 2010. Also completed
in the first quarter of fiscal 2010 was the implementation of a phase of the Companys enterprise
resource planning systems standardization project.
The Companys all occasion craft, gift card holder, stickers, stationery and memory product lines
have higher inherent growth potential due to higher market growth rates. Further, the Companys
all occasion craft, gift card holder, stickers, stationery and floral product lines have higher
inherent growth potential due to CSS relatively low current market share. The Company continues
to pursue sales growth in these and other areas.
Historically, significant revenue growth at CSS has come through acquisitions. Management
anticipates that it will continue to utilize acquisitions to stimulate further growth.
CRITICAL ACCOUNTING POLICIES
The consolidated financial statements are prepared in conformity with accounting principles
generally accepted in the United States. The preparation of these financial statements 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.
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The significant accounting policies of the Company are described in the notes to the consolidated
financial statements included in the Annual Report on Form 10-K for the fiscal year ended March 31,
2011. Judgments and estimates of uncertainties are required in applying the Companys accounting
policies in many areas. Following are some of the areas requiring significant judgments and
estimates: revenue; cash flow and valuation assumptions in performing asset impairment tests of
long-lived assets and goodwill; valuation reserves for inventory and accounts receivable; income
tax accounting and the valuation of stock-based awards. There have been no material changes to the
critical accounting policies affecting the application of those accounting policies as noted in the
Companys annual report on Form 10-K for the fiscal year ended March 31, 2011.
RESULTS OF OPERATIONS
Seasonality
The seasonal nature of CSS business has historically resulted in lower sales levels and operating
losses in the first and fourth quarters and comparatively higher sales levels and operating profits
in the second and third quarters of the Companys fiscal year, which ends March 31, thereby causing
significant fluctuations in the quarterly results of operations of the Company.
Three Months Ended June 30, 2011 Compared to Three Months Ended June 30, 2010
Sales for the three months ended June 30, 2011 increased 3% to $55,040,000 from $53,288,000 in the
three months ended June 30, 2010 primarily due to higher sales of all occasion products, partially
offset by lower Halloween sales.
Cost of sales, as a percentage of sales, increased to 79% in 2011 compared to 74% in 2010 primarily
due to the charge of $2,498,000 related to the write down of inventory to net realizable value.
Such inventory consisted of gift wrap raw materials and finished goods. In May 2011, the Company
approved a plan to close its Cleo manufacturing facility located in Memphis, Tennessee and plans to
transition the sourcing of all gift wrap products to foreign suppliers.
Selling, general and administrative (SG&A) expenses of $20,450,000 in the three months ended June
30, 2011 decreased from $22,352,000 in the three months ended June 30, 2010 primarily due to lower
incentive compensation expenses. Management estimates full year incentive compensation expense
primarily based on projected financial performance as compared to the incentive compensation plan
targets. In fiscal year 2011, the Company allocated expected annual incentive compensation expense
on a straight-line basis. Beginning in the first quarter of fiscal 2012, in order to better align
the incentive compensation expense to the seasonal nature of its business, the Company began to
charge incentive compensation expense to the periods in which profits are generated. As a result
of this change in estimate, there was no incentive compensation expense recorded in the first
quarter of fiscal 2012 compared to $1,473,000 in the first quarter of fiscal 2011.
Restructuring expenses were $3,060,000 in the three months ended June 30, 2011 compared to $41,000
in the three months ended June 30, 2010. In May 2011, the Company approved a plan to close its
Cleo manufacturing facility located in Memphis, Tennessee, with an exit to be completed no later
than December 31, 2011. As part of such closing, the Company plans to transition the sourcing of
all gift wrap products to foreign suppliers. The Company uses the Memphis, Tennessee facility
primarily for the manufacture and distribution of gift wrap products. The Company continually
evaluates the efficiency and productivity of its production and distribution facilities to maintain
its competitiveness and believes that it will experience better operational efficiencies as a
result of this action. In connection with the restructuring plan, the Company estimates that
during fiscal 2012 it will incur pre-tax expenses of up to $10,300,000 (reduced by $825,000 related
to the sale of certain tangible fixed assets as further described in Note 8) associated with the
approved plan. The Company expects to complete the restructuring plan by March 31, 2012. During
the three months ended June 30, 2011, staff termination costs of $3,042,000 were included in
restructuring expenses and $2,498,000 related to the write down of inventory to net realizable
value was included in cost of sales as noted above.
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Interest expense, net of $43,000 in 2011 decreased from interest expense, net of $209,000 in
2010 due to lower borrowing levels during the three months ended June 30, 2011 compared to the same
period in the prior year.
Income taxes, as a percentage of income before taxes, were 36% in 2011 and 2010.
The net loss for the three months ended June 30, 2011 was $7,569,000, or $.78 per share compared to
$5,737,000, or $.59 per share in 2010. The increase in the net loss for the three months ended
June 30, 2011 was primarily due to costs related to the planned closure of the manufacturing
facility located in Memphis, Tennessee, including pre-tax costs of $3,042,000 related to staff
costs and $2,498,000 related to the write down of inventory to net realizable value, partially
offset by the impact of higher sales volume and lower incentive compensation expense and lower
interest expense.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2011, the Company had working capital of $139,809,000 and stockholders equity of
$227,025,000. The increase in inventories from March 31, 2011 was primarily a result of the normal
seasonal inventory build necessary for the fiscal 2012 shipping season. Inventory levels decreased
compared to the same period in the prior year as a result of improved inventory management. The
decrease in stockholders equity from March 31, 2011 was primarily attributable to the first
quarter net loss and payments of cash dividends.
The Company relies primarily on cash generated from its operations and seasonal borrowings to meet
its liquidity requirements. Historically, a significant portion of the Companys revenues have
been seasonal with approximately 75% of sales recognized in the second and third quarters. As
payment for sales of Christmas related products is usually not received until just before or just
after the holiday selling season in accordance with general industry practice, short-term borrowing
needs increase throughout the second and third quarters, peaking prior to Christmas and dropping
thereafter. Seasonal financing requirements are met under a revolving credit facility with two
banks. Reflecting the seasonality of the Companys business, the maximum credit available at any
one time under the credit facility (Commitment Level) adjusts to $50,000,000 from February to
June (Low Commitment Period), $100,000,000 from July to October (Medium Commitment Period) and
$150,000,000 from November to January (High Commitment Period) in each respective year over the
term of the agreement. The Company has the option to increase the Commitment Level during part of
any Low Commitment Period from $50,000,000 to an amount not less than $62,500,000 and not in excess
of $125,000,000; provided, however, that the Commitment Level must remain at $50,000,000 for at
least three consecutive months during each Low Commitment Period. The Company has the option to
increase the Commitment Level during all or part of any Medium Commitment Period from $100,000,000
to an amount not in excess $125,000,000. Fifteen days prior written notice is required for the
Company to exercise an option to increase the Commitment Level with respect to a particular Low
Commitment Period or Medium Commitment Period. The Company may exercise an option to increase the
Commitment Level no more than three times each calendar year. This facility is due to expire on
March 17, 2016. This financing facility is available to fund the Companys seasonal borrowing
needs and to provide the Company with sources of capital for general corporate purposes, including
acquisitions as permitted under the revolving credit facility. At June 30, 2011, there were no
borrowings outstanding under the Companys revolving credit facility. Based on its current
operating plan, the Company believes its sources of available capital are adequate to meet its
future cash needs for at least the next 12 months.
As of June 30, 2011, the Companys letter of credit commitments are as follows (in thousands):
Less than 1 | 1-3 | 4-5 | After 5 | |||||||||||||||||
Year | Years | Years | Years | Total | ||||||||||||||||
Letters of credit |
$ | 3,702 | | | | $ | 3,702 |
The Company has a reimbursement obligation with respect to stand-by letters of credit that
guarantee the funding of workers compensation claims and guarantee the funding of obligations to
certain vendors. The Company has no financial guarantees with any third parties or related parties
other than its subsidiaries.
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As of June 30, 2011, the Company is committed to purchase approximately $472,000 of electric power
from a vendor over a one year term. The Company believes the minimum commodity purchases under
this agreement are well within the Companys annual commodity requirements. The Company is also
committed to pay a guaranteed minimum royalty attributable to sales of certain licensed products.
Reference is made to contractual obligations included in the Companys annual report on Form 10-K
for the fiscal year ended March 31, 2011. There have been no significant changes to contractual
obligations.
In the ordinary course of business, the Company enters into arrangements with vendors to purchase
merchandise in advance of expected delivery. These purchase orders do not contain any significant
termination payments or other penalties if cancelled.
LABOR RELATIONS
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 580
employees as of June 30, 2011, 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 collective bargaining agreement with the labor union representing the
Hagerstown-based production and maintenance employees remains in effect until December 31, 2011.
The collective bargaining agreement with the labor union representing Cleos production and
maintenance employees at the Cleo gift wrap plant and warehouses in Memphis, Tennessee remains in
effect until December 31, 2011. The Company plans to close its Cleo manufacturing facility
located in Memphis, Tennessee with an exit to be completed by no later than December 31, 2011. As
part of such closing, the Company plans to transition the sourcing of all gift wrap products to
foreign suppliers.
FORWARD-LOOKING STATEMENTS
This report includes forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements regarding continued use of acquisitions and
other initiatives to stimulate further growth; the expected future impact of legal proceedings; and
the anticipated effects of measures taken by the Company to respond to sales volume, cost and price
pressures; the Companys belief that it will experience operational efficiencies from sourcing all
of its gift wrap products from foreign suppliers; the amount of cash and noncash expenses the
Company expects to incur in fiscal 2012 in connection with its plan to close the Memphis
manufacturing facility; and the Companys expectation that it will complete the restructuring plan
by March 31, 2012. Forward-looking statements are based on the beliefs of the Companys management
as well as assumptions made by and information currently available to the Companys management as
to future events and financial performance with respect to the Companys 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 and economic conditions; increased competition (including competition from foreign products
which may be imported at less than fair value and from foreign products which may benefit from
foreign governmental subsidies); increased operating costs, including labor-related and energy
costs and costs relating to the imposition or retrospective application of duties on imported
products; currency risks and other risks associated with international markets; risks associated
with acquisitions, including realization of intangible assets and recoverability of long-lived
assets, and acquisition integration costs and the risk that the Company may not be able to
integrate and derive the expected benefits from such acquisitions; risks associated with the
Companys restructuring plan to close its Memphis manufacturing facility, including the risk that
the cost of implementing the plan will exceed expectations, the risk that the expected benefits of
the plan will not be realized and the risk that implementation of the plan will interfere with and
adversely affect the Companys operations, sales and financial performance; the risk that customers
may become insolvent, may delay payments or may impose deductions or penalties on amounts owed to
the Company; 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 more fully in the Companys annual report on Form
10-K for the fiscal year ended March 31, 2011 and elsewhere in the
Companys filings with the Securities and Exchange Commission. 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.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to the impact of interest rate changes and manages this exposure through the
use of variable-rate debt. The Company is also exposed to foreign currency fluctuations which it
manages by entering into foreign currency forward contracts to hedge the majority of firmly
committed transactions and related receivables that are denominated in a foreign currency. The
Company does not enter into contracts for trading purposes and does not use leveraged instruments.
The market risks associated with debt obligations and other significant instruments as of June 30,
2011 have not materially changed from March 31, 2011 (see Item 7A of the Companys Annual Report on
Form 10-K for the fiscal year ended March 31, 2011).
ITEM 4. CONTROLS AND PROCEDURES
(a) | Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by
this report, the Companys management, with the participation of the Companys President and
Chief Executive Officer and Vice President Finance and Chief Financial Officer, evaluated
the effectiveness of the Companys disclosure controls and procedures in accordance with Rule
13a-15 of the Securities Exchange Act of 1934 (the Exchange Act). Based upon that
evaluation, the President and Chief Executive Officer and Vice President Finance and Chief
Financial Officer concluded that the Companys disclosure controls and procedures are
effective in providing reasonable assurance that information required to be disclosed by the
Company in reports that it files under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange Commissions rules
and forms. |
(b) | Changes in Internal Controls. There was no change in the Companys internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) as promulgated by the
Securities and Exchange Commission under the Exchange Act) during the first quarter of fiscal
year 2012 that has materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting. |
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CSS INDUSTRIES, INC. AND SUBSIDIARIES
PART II OTHER INFORMATION
Item 6. Exhibits
Exhibit 10.1 | Amendment 2011-1 to the CSS Industries, Inc. 2004 Equity Compensation Plan
(incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K
filed on May 24, 2011). |
|
*Exhibit 10.2 | Form of Non-Qualified Stock Option Grant for performance-vested grants under
2004 Equity Compensation Plan. |
|
*Exhibit 10.3 | Form of Stock Bonus Award Grant for performance-vested restricted stock unit
grants under 2004 Equity Compensation Plan. |
|
*Exhibit 31.1 | Certification of the Chief Executive Officer of CSS Industries, Inc. required
by Rule 13a-14(a) under the Securities Exchange Act of 1934. |
|
*Exhibit 31.2 | Certification of the Chief Financial Officer of CSS Industries, Inc. required
by Rule 13a-14(a) under the Securities Exchange Act of 1934. |
|
*Exhibit 32.1 | Certification of the Chief Executive Officer of CSS Industries, Inc. required
by Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U. S. C. Section
1350. |
|
*Exhibit 32.2 | Certification of the Chief Financial Officer of CSS Industries, Inc. required
by Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U. S. C. Section
1350. |
|
**101.INS | XBRL Instance Document. |
|
**101.SCH | XBRL Schema Document. |
|
**101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. |
|
**101.LAB | XBRL Taxonomy Extension Label Linkbase Document. |
|
**101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. |
* | Filed with this Quarterly Report on Form 10-Q. |
|
** | Furnished with this Quarterly Report on Form 10-Q. |
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SIGNATURES
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 thereunto duly authorized.
CSS INDUSTRIES, INC. (Registrant) |
||||
Date: August 4, 2011 | By: | /s/Christopher J. Munyan | ||
Christopher J. Munyan | ||||
President and Chief
Executive Officer (principal executive officer) |
||||
Date: August 4, 2011 | By: | /s/Vincent A. Paccapaniccia | ||
Vincent A. Paccapaniccia | ||||
Vice President Finance and Chief Financial Officer (principal financial and accounting officer) |
||||
19