Form 8-K CSS INDUSTRIES INC For: Oct 27

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October 27, 2015 4:18 PM EDT


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.





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









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