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): July 24, 2012

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 July 24, 2012, the Company issued a press release announcing its financial results for the quarter ended June 30, 2012.  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 July 24, 2012

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
			Vice President-Finance and
			Chief Financial Officer
Date:	July 24, 2012

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 24, 2012

EX-99.1

Exhibit 99.1

CSS Industries, Inc. Reports Results of Operations for the Quarter Ended June 30, 2012

PHILADELPHIA--(BUSINESS WIRE)--July 24, 2012--CSS Industries, Inc. (NYSE:CSS) announced today its results of operations for the quarter ended June 30, 2012. Sales for the first quarter of fiscal 2013 increased 11.9% to $61,067,000 from $54,569,000 in the first quarter of fiscal 2012, primarily driven by higher sales of all occasion and Halloween products. Costs of goods sold, as a percentage of sales, decreased from 74.1% in the first quarter of fiscal 2012 to 71.8% in the first quarter of fiscal 2013 reflecting lower commodity and other input costs. The majority of the first quarter increases in sales and gross profit were due to product shipping earlier than last year and which was expected to ship in the second quarter of this fiscal year. Selling, general and administrative (SG&A) expenses decreased by 5.1% to $18,570,000 primarily due to reduced salaries and related costs. A portion of the lower year over year SG&A expenses relates to staff reductions that occurred during the last three quarters of fiscal 2012. Loss from continuing operations before income taxes for the first quarter of fiscal 2013 was ($1,333,000) compared to ($5,484,000) in the first quarter of fiscal 2012. Loss from continuing operations for the first quarter of fiscal 2013 was ($867,000), or ($0.09) per diluted share, versus ($3,447,000), or ($0.35) per diluted share, in the first quarter of the prior fiscal year. Net loss for the first quarter of fiscal 2013, including discontinued operations, was ($904,000), or ($0.09) per diluted share, versus ($7,569,000), or ($0.78) per diluted share, in the first quarter of fiscal 2012. The Company’s seasonal orientation has historically resulted in operating losses in the first and fourth quarters of the fiscal year and operating profits in the second and third quarters.

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, note cards, infant and wedding photo albums, scrapbooks, 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, 2012 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 months ended June 30, 2012 and 2011 and condensed consolidated balance sheets as of June 30, 2012, March 31, 2012 and June 30, 2011 follow:

CSS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
	Three Months Ended
	June 30,
		2012			2011
Sales	$	61,067		$	54,569
Costs and expenses
Cost of sales		43,869			40,433
Selling, general and administrative expenses		18,570			19,559
Interest (income) expense, net		(53	)		43
Other expense, net		14			18
		62,400			60,053
Loss from continuing operations before income taxes		(1,333	)		(5,484	)
Income tax benefit		(466	)		(2,037	)
Loss from continuing operations		(867	)		(3,447	)
Loss from discontinued operations, net of tax		(37	)		(4,122	)
Net loss	$	(904	)	$	(7,569	)
Basic and diluted net loss per common share:
Continuing operations	$	(0.09	)	$	(0.35	)
Discontinued operations	$	(0.00	)	$	(0.42	)
Total	$	(0.09	)	$	(0.78	)
Weighted average basic and diluted shares outstanding		9,642			9,735
Cash dividends per share of common stock	$	0.15		$	0.15

CSS INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
	June 30,		March 31,		June 30,
	2012		2012		2011
	(Unaudited)		(Audited)		(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	37,444	$	66,135	$	3,878
Accounts receivable, net		55,521		45,026		45,771
Inventories		89,816		71,671		88,801
Deferred income taxes		3,241		3,595		3,787
Other current assets		18,400		15,441		20,858
Current assets of discontinued operations		142		183		21,318
Total current assets		204,564		202,051		184,413
PROPERTY, PLANT AND EQUIPMENT, NET		29,249		29,582		31,577
DEFERRED INCOME TAXES		420		1,184		8,575
OTHER ASSETS
Goodwill		17,233		17,233		17,233
Intangible assets, net		29,275		29,689		30,980
Other		6,642		6,825		4,641
Total other assets		53,150		53,747		52,854
Total assets	$	287,383	$	286,564	$	277,419
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term debt	$	-	$	-	$	-
Accrued customer programs		3,833		3,298		4,159
Other current liabilities		39,059		33,069		34,694
Current liabilities of discontinued operations		981		2,390		6,847
Total current liabilities		43,873		38,757		45,700
LONG-TERM OBLIGATIONS		4,516		4,604		4,694
STOCKHOLDERS' EQUITY		238,994		243,203		227,025
Total liabilities and stockholders' equity	$	287,383	$	286,564	$	277,419

CONTACT:
CSS Industries, Inc.
Vincent A. Paccapaniccia
Chief Financial Officer
215-569-9900