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 30, 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 July 30, 2013, the Company issued a press release announcing its financial results for the quarter ended June 30, 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 July 30, 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:	July 30, 2013

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 30, 2013.

EX-99.1

Exhibit 99.1

CSS Industries, Inc. Reports Results of Operations for the Quarter Ended June 30, 2013

PHILADELPHIA--(BUSINESS WIRE)--July 30, 2013--CSS Industries, Inc. (NYSE:CSS) announced today its results of operations for the quarter ended June 30, 2013. As previously announced, the Company divested the Halloween portion of its Paper Magic Group, Inc. (“PMG”) business during the second quarter of fiscal 2013. Halloween sales in the first quarter of fiscal 2013 totaled approximately $8,841,000 and contributed approximately $0.04 of earnings per diluted share (“EPS”). Due to the divestiture, this level of sales and earnings did not recur.

Sales for the first quarter of fiscal 2014 decreased 22.8% to $47,117,000 from $61,067,000 in the first quarter of fiscal 2013. Approximately $8,324,000 of the lower sales level is due to the divestiture of the Halloween business as discussed above, with the balance of the lower sales level primarily due to the timing of certain recurring product shipments to two customers that shipped in the first quarter of fiscal 2013 that are expected to ship again later this fiscal year. Loss from continuing operations before income taxes for the first quarter of fiscal 2014 was ($2,571,000) compared to ($1,333,000) in the first quarter of fiscal 2013. Loss from continuing operations for the first quarter of fiscal 2014 was ($1,667,000), or ($0.18) per diluted share, versus ($867,000), or ($0.09) per diluted share, in the first quarter of the prior fiscal year. Net loss for the first quarter of fiscal 2014, including discontinued operations, was ($1,667,000), or ($0.18) per diluted share, versus ($904,000), or ($0.09) per diluted share, in the first quarter of fiscal 2013. As discussed above, the sale of the Halloween business contributed approximately $0.04 of EPS in the first quarter of the prior fiscal year that did not recur in the first quarter of fiscal 2014 due to the divestiture. 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, 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 statements relating to the expected dollar amount and timing of future shipments. 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, the risk that the actual dollar amount and timing of expected future shipments may differ from the Company’s current expectations and that such shipments may not occur due to factors outside the control of the Company; 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, 2013 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, 2013 and 2012 and condensed consolidated balance sheets as of June 30, 2013, March 31, 2013 and June 30, 2012 follow:

CSS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
	Three Months Ended
	June 30,
	2013			2012
Sales	$	47,117		$	61,067
Costs and expenses
Cost of sales		32,658			43,869
Selling, general and administrative expenses		17,004			18,570
Interest (income) expense, net		20			(53	)
Other expense, net		6			14
		49,688			62,400
Loss from continuing operations before income taxes		(2,571	)		(1,333	)
Income tax benefit		(904	)		(466	)
Loss from continuing operations		(1,667	)		(867	)
Loss from discontinued operations, net of tax		-			(37	)
Net loss	$	(1,667	)	$	(904	)
Basic and diluted net loss per common share:
Continuing operations	$	(0.18	)	$	(0.09	)
Discontinued operations	$	-		$	(0.00	)
Total	$	(0.18	)	$	(0.09	)
Weighted average basic and diluted shares outstanding		9,505			9,642
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,
	2013		2013		2012
	(Unaudited)		(Audited)		(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	67,038	$	87,108	$	37,444
Accounts receivable, net		40,488		43,133		55,521
Inventories		81,843		62,598		89,816
Deferred income taxes		4,079		4,520		3,241
Other current assets		16,669		13,073		18,400
Current assets of discontinued operations		-		2		142
Total current assets		210,117		210,434		204,564
PROPERTY, PLANT AND EQUIPMENT, NET		28,046		27,956		29,249
DEFERRED INCOME TAXES		3,204		3,974		420
OTHER ASSETS
Goodwill		14,522		14,522		17,233
Intangible assets, net		27,590		28,004		29,275
Other		4,352		4,290		6,642
Total other assets		46,464		46,816		53,150
Total assets	$	287,831	$	289,180	$	287,383
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued customer programs	$	3,772	$	4,015	$	3,833
Other current liabilities		33,591		30,718		39,059
Current liabilities of discontinued operations		567		644		981
Total current liabilities		37,930		35,377		43,873
LONG-TERM OBLIGATIONS		4,709		4,825		4,516
STOCKHOLDERS' EQUITY		245,192		248,978		238,994
Total liabilities and stockholders' equity	$	287,831	$	289,180	$	287,383

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