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): May 21, 2013

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 May 21, 2013, the Company issued a press release announcing its financial results for the quarter and year ended March 31, 2013.  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 May 21, 2013

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:	May 21, 2013

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated May 21, 2013.

EX-99.1

Exhibit 99.1

CSS Industries, Inc. Reports Results of Operations for the Quarter and Year Ended March 31, 2013

PHILADELPHIA--(BUSINESS WIRE)--May 21, 2013--CSS Industries, Inc. (NYSE:CSS) announced today its results of operations for the quarter and year ended March 31, 2013. As previously announced, the Company sold the Halloween portion of its Paper Magic Group, Inc. (“PMG”) business during the second quarter of fiscal 2013. Under the terms of the purchase agreement, PMG retained responsibility for the manufacture, sale and distribution of all PMG Halloween products for the Halloween 2012 season.

Sales for the fourth quarter of fiscal 2013 decreased 12.3% to $53,621,000 from $61,129,000 in the fourth quarter of fiscal 2012, partially due to lower Halloween sales resulting from our sale of the Halloween business earlier in the year. Loss from continuing operations before income taxes for the fourth quarter of fiscal 2013 was ($5,308,000), compared to ($4,432,000) in the fourth quarter of fiscal 2012. Loss from continuing operations for the fourth quarter of fiscal 2013 was ($1,985,000), or ($0.21) per diluted share, versus ($2,747,000), or ($0.28) per diluted share, in the fourth quarter of the prior fiscal year. Net loss for the fourth quarter of fiscal 2013 was ($2,401,000), or ($0.25) per diluted share, versus ($3,224,000), or ($0.33) per diluted share, in the fourth quarter of fiscal 2012.

Sales for full year fiscal 2013 decreased 5.3% to $364,193,000 from $384,663,000 in full year fiscal 2012. Income from continuing operations before income taxes for the full year fiscal 2013 was $22,637,000, compared to $25,245,000 in the prior year. Income from continuing operations for the full year fiscal 2013 was $15,588,000, or $1.63 per diluted share, versus $16,229,000, or $1.67 per diluted share, in the prior year. Net income for full year fiscal 2013 was $15,227,000, or $1.59 per diluted share, versus $15,670,000, or $1.61 per diluted share, in the prior fiscal year. 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.

As previously announced in September 2012, the Company sold the Halloween portion of its PMG business to Gemmy Industries (HK) Limited (“Gemmy”). Under the terms of the purchase agreement, Gemmy acquired certain tangible and intangible assets associated with PMG’s Halloween business. As part of the transaction, PMG retained responsibility for the manufacture, sale and distribution of all PMG Halloween products (such as Halloween masks, costumes, make-up and novelties) for the Halloween 2012 season. As a result of this transaction, CSS incurred pre-tax charges, net of proceeds, of $7,064,000 during full year fiscal 2013, which costs primarily relate to cash expenditures for facility closures of $1,375,000, severance of $1,282,000, professional and other costs of $1,341,000, and non-cash asset write-downs of $2,636,000 (including $1,266,000 recorded in cost of sales) and goodwill reduction of $2,711,000. The charges were offset by proceeds of $2,281,000. In connection with the exit of the Halloween product line, a portion of the goodwill associated with the Paper Magic Group reporting unit is required to be allocated to the business being sold. This allocation is made on the basis of the fair value of the assets being sold relative to the overall fair value of the Paper Magic Group reporting unit. During the fourth quarter and for full year fiscal 2013, we paid $484,000 and $1,901,000, respectively, of cash related to these expenses and we expect to pay the remaining cash expenditures through fiscal 2016.

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, 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 including, among others, statements reflecting the amount of cash expenditures the Company expects to make through fiscal 2016 in connection with its sale of the Halloween portion of its PMG business during the second quarter of fiscal 2013. 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, risks associated with the Company’s sale of the Halloween portion of its PMG business during the second quarter of fiscal 2013, 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 aversely affect the Company’s operations, sales and financial performance; 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 and twelve months ended March 31, 2013 and 2012 and condensed consolidated balance sheets as of March 31, 2013 and March 31, 2012 follow:

CSS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
	Three Months Ended						Twelve Months Ended
	March 31,						March 31,
		2013			2012			2013			2012
Sales	$	53,621		$	61,129		$	364,193		$	384,663
Costs and expenses
Cost of sales		40,172			45,455			255,102			273,213
Selling, general and administrative expenses		18,685			20,165			80,619			85,698
Disposition of product line, net		-			-			5,798			-
Interest expense (income), net		17			(32	)		(51	)		195
Other expense (income), net		55			(27	)		88			312
		58,929			65,561			341,556			359,418
(Loss) income from continuing operations before income taxes		(5,308	)		(4,432	)		22,637			25,245
Income tax (benefit) expense		(3,323	)		(1,685	)		7,049			9,016
(Loss) income from continuing operations		(1,985	)		(2,747	)		15,588			16,229
Loss from discontinued operations, net of tax		(416	)		(477	)		(361	)		(559	)
Net (loss) income	$	(2,401	)	$	(3,224	)	$	15,227		$	15,670
Net (loss) income per common share
Basic:
Continuing operations	$	(0.21	)	$	(0.28	)	$	1.63		$	1.67
Discontinued operations	$	(0.04	)	$	(0.05	)	$	(0.04	)	$	(0.06	)
Total	$	(0.25	)	$	(0.33	)	$	1.59		$	1.61
Diluted:
Continuing operations	$	(0.21	)	$	(0.28	)	$	1.63		$	1.67
Discontinued operations	$	(0.04	)	$	(0.05	)	$	(0.04	)	$	(0.06	)
Total	$	(0.25	)	$	(0.33	)	$	1.59		$	1.61
Weighted average shares outstanding
Basic		9,467			9,711			9,562			9,728
Diluted		9,467			9,711			9,568			9,732
Cash dividends per share of common stock	$	0.15		$	0.15		$	0.60		$	0.60

CSS INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
	March 31,		March 31,
	2013		2012
ASSETS
Current assets
Cash and cash equivalents	$	87,108	$	66,135
Accounts receivable, net		43,133		45,026
Inventories		62,598		71,671
Deferred income taxes		4,520		3,595
Other current assets		13,073		15,441
Current assets of discontinued operations		2		183
Total current assets		210,434		202,051
PROPERTY, PLANT AND EQUIPMENT, NET		27,956		29,582
DEFERRED INCOME TAXES		3,974		1,184
OTHER ASSETS
Goodwill		14,522		17,233
Intangible assets, net		28,004		29,689
Other		4,290		6,825
Total other assets		46,816		53,747
Total assets	$	289,180	$	286,564
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued customer programs		4,015		3,298
Other current liabilities		30,718		33,069
Current liabilities of discontinued operations		644		2,390
Total current liabilities		35,377		38,757
LONG-TERM OBLIGATIONS		4,825		4,604
STOCKHOLDERS' EQUITY		248,978		243,203
Total liabilities and stockholders' equity	$	289,180	$	286,564

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