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):January 25, 2016

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 January 25, 2016, the Company issued a press release announcing its financial results for the three and nine months ended December 31, 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 January 25, 2016.

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 Chief
			Financial Officer
Date:	January 25, 2016

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 25, 2016.

EX-99.1

Exhibit 99.1

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

FOR IMMEDIATE RELEASE

January 25, 2016

CSS INDUSTRIES, INC. REPORTS RESULTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2015

CSS Industries, Inc. (NYSE:CSS) announced today its results of operations for the three and nine months ended December 31, 2015. Sales for the third quarter of fiscal 2016 decreased 0.4% to $104,568,000 from $104,993,000 in the third quarter of fiscal 2015, as lower sales of craft ribbon, Christmas cards and tags more than offset higher shipments of Christmas bows and ribbon, largely due to the previously announced acquisition of Hollywood Ribbon Industries, Inc., and earlier shipping of Easter products. Income before income taxes for the third quarter of fiscal 2016 was $15,191,000 compared to $15,142,000 in the third quarter of fiscal 2015. Net income for the third quarter of fiscal 2016 was $9,664,000, or $1.06 per diluted share, versus $9,768,000, or $1.04 per diluted share, in the third quarter of fiscal 2015.

Sales for the first nine months of fiscal 2016 increased 0.4% to $260,273,000 from $259,342,000 in the first nine months of fiscal 2015, primarily due to higher sales of Christmas bows and ribbon, largely due to the previously announced acquisition of Hollywood Ribbon Industries, Inc., and earlier shipping of Easter products, largely offset by lower sales of Christmas cards and tags and craft ribbon. Income before income taxes for the first nine months of fiscal 2016 was $28,106,000 compared to $28,569,000 in the first nine months of fiscal 2015. Net income for the first nine months of fiscal 2016 was $17,825,000, or $1.92 per diluted share, versus $18,290,000, or $1.95 per diluted share, in the first nine months 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 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 nine months ended December 31, 2015 and 2014 and condensed consolidated balance sheets as of December 31, 2015, March 31, 2015 and December 31, 2014 follow:

CSS INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

	Three Months Ended December 31,					Nine Months Ended December 31,
	2015			2014		2015			2014
Sales	$	104,568		$	104,993	$	260,273		$	259,342
Costs and expenses
Cost of sales	69,380			68,670		174,852			173,023
Selling, general and administrative expenses	19,967			21,102		57,367			57,754
Interest expense (income), net	39			43		(43		)	39
Other (income) expense, net	(9		)	36		(9		)	(43		)
	89,377			89,851		232,167			230,773
Income before income taxes	15,191			15,142		28,106			28,569
Income tax expense	5,527			5,374		10,281			10,279
Net income	$	9,664		$	9,768	$	17,825		$	18,290
Net income per common share:
Basic	$	1.07		$	1.05	$	1.94		$	1.96
Diluted	$	1.06		$	1.04	$	1.92		$	1.95
Weighted average shares outstanding:
Basic	9,037			9,331		9,175			9,321
Diluted	9,126			9,420		9,271			9,403
Cash dividends per share of common stock	$	0.18		$	0.15	$	0.54		$	0.45

CSS INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	December 31, 2015		March 31, 2015		December 31, 2014
	(Unaudited)		(Audited)		(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	25,248	$	36,429	$	48,163
Short-term investments	59,735		69,845		39,802
Accounts receivable, net	78,978		42,052		84,713
Inventories	67,079		65,491		62,536
Deferred income taxes	4,321		4,375		3,783
Other current assets	9,834		11,235		11,807
Total current assets	245,195		229,427		250,804
Property, plant and equipment, net	26,592		25,493		25,775
Deferred income taxes	—		582		1,776
Other assets
Goodwill	15,820		15,820		15,075
Intangible assets, net	31,132		33,048		26,594
Other	5,611		5,103		4,247
Total other assets	52,563		53,971		45,916
Total assets	$	324,350	$	309,473	$	324,271
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	17,707	$	12,917	$	18,233
Accrued payroll and other compensation	8,301		9,054		8,075
Accrued customer programs	4,422		4,042		5,593
Accrued income taxes	4,755		745		4,097
Other current liabilities	9,927		8,247		10,760
Total current liabilities	45,112		35,005		46,758
Deferred income taxes	631		—		—
Long-term obligations	4,494		4,213		4,772
Stockholders’ equity	274,113		270,255		272,741
Total liabilities and stockholders’ equity	$	324,350	$	309,473	$	324,271