8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):October 27, 2015

CSS Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-2661	13-1920657
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1845 Walnut Street, Philadelphia, PA	19103
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 569-9900

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On October 27, 2015, the Company issued a press release announcing its financial results for the three- and six months ended September 30, 2015.  A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
	The following exhibit is being furnished herewith:
	Exhibit No.	Description
	99.1	Press Release dated October 27, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CSS Industries, Inc.
		(Registrant)
		By:	/s/ Vincent A. Paccapaniccia
			Vincent A. Paccapaniccia
			Executive Vice President - Finance and Assistant
			Secretary, and Chief Financial Officer
Date:	October 27, 2015

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 27, 2015.

EX-99.1

Exhibit 99.1

FOR FURTHER INFORMATION CONTACT:	Vincent A. Paccapaniccia
	Chief Financial Officer
	(215) 569-9900

FOR IMMEDIATE RELEASE

October 27, 2015

CSS INDUSTRIES, INC. REPORTS RESULTS OF OPERATIONS

FOR THE THREE- AND SIX MONTHS ENDED SEPTEMBER 30, 2015

CSS Industries, Inc. (NYSE:CSS) announced today its results of operations for the three- and six months ended September 30, 2015. Sales for the second quarter of fiscal 2016 increased 5.1% to $111,477,000 from $106,092,000 in the second quarter of fiscal 2015, primarily due to higher shipments of Christmas bows and ribbon, all occasion stationery and ribbon products, and earlier shipping of Valentine products. These higher shipments were partially offset by lower shipments of Christmas tags and cards. Income before income taxes for the second quarter of fiscal 2016 was $17,653,000 compared to $15,485,000 in the second quarter of fiscal 2015. Net income for the second quarter of fiscal 2016 was $11,229,000, or $1.22 per diluted share, versus $9,847,000, or $1.05 per diluted share, in the second quarter of fiscal 2015.

Sales for the first six months of fiscal 2016 increased 0.9% to $155,705,000 from $154,349,000 in the first six months of fiscal 2015, primarily due to higher shipments of Christmas bows and ribbon, all occasion ribbon and earlier shipping of Valentine products, partially offset by lower shipments of Christmas tags and cards. Selling, general and administrative expenses for the first six months of fiscal 2016 increased 2.0% to $37,400,000 from $36,652,000 in the first six months of fiscal 2015, primarily due to higher amortization expense related to the acquisitions completed in the prior year, and higher marketing and severance costs. Income before income taxes for the first half of fiscal 2016 was $12,915,000 compared to $13,427,000 in the first half of fiscal 2015. Net income for the first half of fiscal 2016 was $8,161,000, or $0.87 per diluted share, versus $8,522,000, or $0.91 per diluted share, in the first half of fiscal 2015.

CSS is a consumer products company primarily engaged in the design, manufacture, procurement, distribution and sale of all occasion and seasonal social expression products, principally to mass market retailers. These all occasion and seasonal products include decorative ribbons and bows, journals, boxed greeting cards, classroom exchange Valentines, gift tags, gift bags, gift card holders, gift wrap, decorations, floral accessories, craft and educational products, Easter egg dyes and novelties, memory books, scrapbooks, stickers, infant and wedding photo albums, stationery, and other gift items that commemorate life’s celebrations.

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the beliefs of the Company’s management as well as assumptions made by and information currently available to the Company’s management as to future events and financial performance with respect to the Company’s 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 acquisition integration costs and the risk that the Company may not be able to integrate and derive the expected benefits from such acquisitions; 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 Company’s annual report on Form 10-K for the fiscal year ended March 31, 2015 and elsewhere in the Company’s 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.

CSS’ consolidated results of operations for the three- and six months ended September 30, 2015 and 2014 and condensed consolidated balance sheets as of September 30, 2015, March 31, 2015 and September 30, 2014 follow:

CSS INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

	Three Months Ended September 30,					Six Months Ended September 30,
	2015			2014		2015			2014
Sales	$	111,477		$	106,092	$	155,705		$	154,349
Costs and expenses
Cost of sales	73,686			70,695		105,472			104,353
Selling, general and administrative expenses	20,100			19,895		37,400			36,652
Interest (income) expense, net	(10		)	17		(82		)	(4		)
Other expense (income), net	48			—		—			(79		)
	93,824			90,607		142,790			140,922
Income before income taxes	17,653			15,485		12,915			13,427
Income tax expense	6,424			5,638		4,754			4,905
Net income	$	11,229		$	9,847	$	8,161		$	8,522
Net income per common share:
Basic	$	1.23		$	1.06	$	0.88		$	0.91
Diluted	$	1.22		$	1.05	$	0.87		$	0.91
Weighted average shares outstanding:
Basic	9,148			9,323		9,245			9,316
Diluted	9,237			9,397		9,345			9,393
Cash dividends per share of common stock	$	0.18		$	0.15	$	0.36		$	0.30

CSS INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	September 30, 2015		March 31, 2015		September 30, 2014
	(Unaudited)		(Audited)		(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	27,745	$	36,429	$	26,840
Short-term investments	24,929		69,845		29,961
Accounts receivable, net	95,080		42,052		97,502
Inventories	79,265		65,491		74,980
Deferred income taxes	4,652		4,375		4,287
Other current assets	10,587		11,235		14,347
Total current assets	242,258		229,427		247,917
Property, plant and equipment, net	25,769		25,493		25,854
Deferred income taxes	—		582		1,539
Other assets
Goodwill	15,820		15,820		15,083
Intangible assets, net	31,770		33,048		27,049
Other	5,810		5,103		4,191
Total other assets	53,400		53,971		46,323
Total assets	$	321,427	$	309,473	$	321,633
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	27,165	$	12,917	$	27,505
Accrued payroll and other compensation	7,368		9,054		7,087
Accrued customer programs	3,920		4,042		5,687
Accrued income taxes	3,173		745		3,719
Other current liabilities	9,641		8,247		9,125
Total current liabilities	51,267		35,005		53,123
Deferred income taxes	239		—		—
Long-term obligations	4,295		4,213		4,680
Stockholders’ equity	265,626		270,255		263,830
Total liabilities and stockholders’ equity	$	321,427	$	309,473	$	321,633