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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CSS Industries Inc | NYSE:CSS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.40 | 0 | 01:00:00 |
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
|
|
13-1920657
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
450 Plymouth Road, Suite 300, Plymouth Meeting, PA
|
|
19462
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
|
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
Common Stock, $.10 par value
|
|
CSS
|
|
New York Stock Exchange
|
Large accelerated filer
|
¨
|
Accelerated filer
|
x
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
x
|
|
|
Emerging growth company
|
¨
|
|
|
PAGE NO.
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Net sales
|
$
|
57,537
|
|
|
$
|
64,127
|
|
Cost of sales
|
45,431
|
|
|
52,480
|
|
||
Gross profit
|
12,106
|
|
|
11,647
|
|
||
Selling, general and administrative expenses
|
23,047
|
|
|
28,929
|
|
||
Restructuring expenses
|
2,054
|
|
|
—
|
|
||
Impairment of goodwill
|
—
|
|
|
1,390
|
|
||
Operating income (loss)
|
(12,995
|
)
|
|
(18,672
|
)
|
||
Interest expense (income), net
|
928
|
|
|
262
|
|
||
Other expense (income), net
|
(87
|
)
|
|
(117
|
)
|
||
Income (loss) before income taxes
|
(13,836
|
)
|
|
(18,817
|
)
|
||
Income tax expense (benefit)
|
412
|
|
|
(341
|
)
|
||
Net income (loss)
|
$
|
(14,248
|
)
|
|
$
|
(18,476
|
)
|
|
|
|
|
||||
Basic and diluted net income (loss) per common share
|
$
|
(1.61
|
)
|
|
$
|
(2.03
|
)
|
|
|
|
|
||||
Weighted average basic and diluted shares outstanding
|
8,840
|
|
|
9,120
|
|
||
|
|
|
|
||||
Net income (loss)
|
$
|
(14,248
|
)
|
|
$
|
(18,476
|
)
|
Other comprehensive income (loss), net:
|
|
|
|
||||
Currency translation adjustments:
|
(215
|
)
|
|
(720
|
)
|
||
Total currency translation gain (loss)
|
(215
|
)
|
|
(720
|
)
|
||
Interest rate swap agreement:
|
|
|
|
||||
Fair value adjustment, net of tax $59 in 2018
|
—
|
|
|
265
|
|
||
Total effects of interest rate swap agreement
|
—
|
|
|
265
|
|
||
Other comprehensive income (loss), net:
|
(215
|
)
|
|
(455
|
)
|
||
Comprehensive income (loss)
|
$
|
(14,463
|
)
|
|
$
|
(18,931
|
)
|
|
June 30,
2019 |
|
March 31,
2019 |
|
June 30,
2018 |
||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
12,251
|
|
|
$
|
17,100
|
|
|
$
|
33,103
|
|
Accounts receivable, net of allowances of $1,652, $2,198 and $1,640
|
45,658
|
|
|
53,835
|
|
|
51,908
|
|
|||
Inventories
|
107,299
|
|
|
96,231
|
|
|
117,944
|
|
|||
Asset held for sale
|
131
|
|
|
131
|
|
|
—
|
|
|||
Prepaid expenses and other current assets
|
10,883
|
|
|
12,568
|
|
|
12,851
|
|
|||
Total current assets
|
176,222
|
|
|
179,865
|
|
|
215,806
|
|
|||
Property, plant and equipment, net
|
51,341
|
|
|
50,920
|
|
|
53,133
|
|
|||
Operating lease right-of-use assets
|
49,306
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
—
|
|
|
—
|
|
|
10,560
|
|
|||
Intangible assets, net
|
36,617
|
|
|
40,285
|
|
|
57,794
|
|
|||
Other assets
|
15,119
|
|
|
14,525
|
|
|
9,828
|
|
|||
Total assets
|
$
|
328,605
|
|
|
$
|
285,595
|
|
|
$
|
347,121
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Short-term borrowings
|
$
|
43,661
|
|
|
$
|
26,139
|
|
|
$
|
—
|
|
Current portion of long-term debt
|
79
|
|
|
316
|
|
|
229
|
|
|||
Accounts payable
|
23,913
|
|
|
27,916
|
|
|
25,751
|
|
|||
Accrued payroll and other compensation
|
6,428
|
|
|
6,962
|
|
|
9,994
|
|
|||
Accrued customer programs
|
10,777
|
|
|
12,101
|
|
|
13,937
|
|
|||
Accrued income taxes
|
129
|
|
|
—
|
|
|
—
|
|
|||
Accrued other expenses
|
13,339
|
|
|
14,468
|
|
|
11,387
|
|
|||
Current portion of operating lease liabilities
|
7,661
|
|
|
—
|
|
|
—
|
|
|||
Total current liabilities
|
105,987
|
|
|
87,902
|
|
|
61,298
|
|
|||
Long-term debt, net of current portion
|
10
|
|
|
13
|
|
|
40,170
|
|
|||
Deferred income taxes
|
612
|
|
|
619
|
|
|
1,500
|
|
|||
Operating lease liabilities
|
40,608
|
|
|
—
|
|
|
—
|
|
|||
Other long-term obligations
|
5,889
|
|
|
7,130
|
|
|
10,745
|
|
|||
Total liabilities
|
153,106
|
|
|
95,664
|
|
|
113,713
|
|
|||
Commitments and contingencies (Note 8)
|
|
|
|
|
|
|
|
|
|||
Stockholders' equity:
|
|
|
|
|
|
||||||
Preferred stock, Class 2, $.01 par, 1,000,000 shares authorized, no shares issued
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common stock, $.10 par, 25,000,000 shares authorized, 14,703,084 shares issued at June 30, 2019, March 31, 2019 and June 30, 2018
|
1,470
|
|
|
1,470
|
|
|
1,470
|
|
|||
Additional paid-in capital
|
60,994
|
|
|
60,921
|
|
|
59,348
|
|
|||
Retained earnings
|
262,583
|
|
|
277,613
|
|
|
318,785
|
|
|||
Accumulated other comprehensive income (loss), net of tax
|
250
|
|
|
465
|
|
|
708
|
|
|||
Common stock in treasury, 5,850,235, 5,865,846 and 5,583,338 shares, at cost
|
(149,798
|
)
|
|
(150,538
|
)
|
|
(146,903
|
)
|
|||
Total stockholders' equity
|
175,499
|
|
|
189,931
|
|
|
233,408
|
|
|||
Total liabilities and stockholders' equity
|
$
|
328,605
|
|
|
$
|
285,595
|
|
|
$
|
347,121
|
|
|
Three Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(14,248
|
)
|
|
$
|
(18,476
|
)
|
Adjustments to reconcile net income (loss) to net cash used for operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3,215
|
|
|
3,297
|
|
||
Amortization of operating lease right-of-use assets
|
2,272
|
|
|
—
|
|
||
Amortization of inventory step-up
|
284
|
|
|
5,043
|
|
||
Amortization of financing transaction costs
|
115
|
|
|
—
|
|
||
Accretion of asset retirement obligation
|
32
|
|
|
31
|
|
||
Accretion of contingent earn-out consideration
|
16
|
|
|
—
|
|
||
Write-off of deferred financing transaction costs
|
344
|
|
|
—
|
|
||
Impairment of goodwill
|
—
|
|
|
1,390
|
|
||
Provision for accounts receivable allowances
|
659
|
|
|
733
|
|
||
Deferred tax (benefit) provision
|
(9
|
)
|
|
(218
|
)
|
||
Share-based compensation expense
|
73
|
|
|
471
|
|
||
Loss (gain) on sale or disposal of assets
|
—
|
|
|
2
|
|
||
Changes in assets and liabilities, net of effects of purchase of a business:
|
|
|
|
||||
Accounts receivable
|
7,466
|
|
|
10,709
|
|
||
Inventories
|
(11,417
|
)
|
|
(20,312
|
)
|
||
Prepaid expenses and other assets
|
1,743
|
|
|
(1,445
|
)
|
||
Accounts payable
|
(3,365
|
)
|
|
4,995
|
|
||
Lease liabilities
|
(2,003
|
)
|
|
—
|
|
||
Accrued expenses and long-term obligations
|
(2,512
|
)
|
|
(1,624
|
)
|
||
Net cash used for operating activities
|
(17,335
|
)
|
|
(15,404
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Final payment of purchase price for a business previously acquired
|
—
|
|
|
(2,500
|
)
|
||
Purchase of a business
|
—
|
|
|
(2,500
|
)
|
||
Purchase of property, plant and equipment
|
(3,464
|
)
|
|
(3,159
|
)
|
||
Proceeds from sale of fixed assets
|
59
|
|
|
—
|
|
||
Net cash used for investing activities
|
(3,405
|
)
|
|
(8,159
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings on credit facility
|
87,085
|
|
|
—
|
|
||
Payments on credit facility
|
(69,563
|
)
|
|
—
|
|
||
Payments on long-term debt
|
(240
|
)
|
|
(57
|
)
|
||
Dividends paid
|
—
|
|
|
(1,824
|
)
|
||
Payment of financing transaction costs
|
(1,340
|
)
|
|
—
|
|
||
Tax effect on stock awards
|
(42
|
)
|
|
—
|
|
||
Net cash provided by (used for) financing activities
|
15,900
|
|
|
(1,881
|
)
|
||
Effect of exchange rate changes on cash
|
(9
|
)
|
|
(13
|
)
|
||
Net decrease in cash and cash equivalents
|
(4,849
|
)
|
|
(25,457
|
)
|
||
Cash and cash equivalents at beginning of period
|
17,100
|
|
|
58,560
|
|
||
Cash and cash equivalents at end of period
|
$
|
12,251
|
|
|
$
|
33,103
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
Additional
|
|
|
|
Other
|
|
Common Stock
|
|
|
||||||||||||||||
|
Common Stock
|
|
Paid-in
|
|
Retained
|
|
Comprehensive
|
|
in Treasury
|
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Shares
|
|
Amount
|
|
Total
|
||||||||||||||
Balance, March 31, 2019
|
14,703,084
|
|
|
$
|
1,470
|
|
|
$
|
60,921
|
|
|
$
|
277,613
|
|
|
$
|
465
|
|
|
(5,865,846
|
)
|
|
$
|
(150,538
|
)
|
|
$
|
189,931
|
|
Share-based compensation expense
|
—
|
|
|
—
|
|
|
73
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
||||||
Issuance of common stock under equity plan
|
—
|
|
|
—
|
|
|
—
|
|
|
(782
|
)
|
|
—
|
|
|
15,611
|
|
|
740
|
|
|
(42
|
)
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(215
|
)
|
|
—
|
|
|
—
|
|
|
(215
|
)
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,248
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,248
|
)
|
||||||
Balance, June 30, 2019
|
14,703,084
|
|
|
$
|
1,470
|
|
|
$
|
60,994
|
|
|
$
|
262,583
|
|
|
$
|
250
|
|
|
(5,850,235
|
)
|
|
$
|
(149,798
|
)
|
|
$
|
175,499
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
Additional
|
|
|
|
Other
|
|
Common Stock
|
|
|
||||||||||||||||
|
Common Stock
|
|
Paid-in
|
|
Retained
|
|
Comprehensive
|
|
in Treasury
|
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Shares
|
|
Amount
|
|
Total
|
||||||||||||||
Balance, March 31, 2018
|
14,703,084
|
|
|
$
|
1,470
|
|
|
$
|
58,877
|
|
|
$
|
339,088
|
|
|
$
|
1,163
|
|
|
(5,583,338
|
)
|
|
$
|
(146,903
|
)
|
|
$
|
253,695
|
|
Share-based compensation expense
|
—
|
|
|
—
|
|
|
471
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
471
|
|
||||||
Cash dividends ($.20 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,827
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,827
|
)
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(455
|
)
|
|
—
|
|
|
—
|
|
|
(455
|
)
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,476
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,476
|
)
|
||||||
Balance, June 30, 2018
|
14,703,084
|
|
|
$
|
1,470
|
|
|
$
|
59,348
|
|
|
$
|
318,785
|
|
|
$
|
708
|
|
|
(5,583,338
|
)
|
|
$
|
(146,903
|
)
|
|
$
|
233,408
|
|
(1)
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
June 30, 2019
|
|
March 31, 2019
|
|
June 30, 2018
|
||||||
Raw material
|
$
|
16,304
|
|
|
$
|
14,246
|
|
|
$
|
13,207
|
|
Work-in-process
|
20,737
|
|
|
16,816
|
|
|
16,495
|
|
|||
Finished goods
|
70,258
|
|
|
65,169
|
|
|
88,242
|
|
|||
|
$
|
107,299
|
|
|
$
|
96,231
|
|
|
$
|
117,944
|
|
|
June 30, 2019
|
|
March 31, 2019
|
|
June 30, 2018
|
||||||
Land
|
$
|
5,738
|
|
|
$
|
5,738
|
|
|
$
|
7,025
|
|
Buildings, leasehold interests and improvements
|
40,918
|
|
|
40,893
|
|
|
45,348
|
|
|||
Machinery, equipment and other
|
116,756
|
|
|
113,946
|
|
|
106,292
|
|
|||
|
163,412
|
|
|
160,577
|
|
|
158,665
|
|
|||
Less - Accumulated depreciation and amortization
|
(112,071
|
)
|
|
(109,657
|
)
|
|
(105,532
|
)
|
|||
Net property, plant and equipment
|
$
|
51,341
|
|
|
$
|
50,920
|
|
|
$
|
53,133
|
|
|
Three Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Accumulated effect of currency translation adjustment:
|
|
|
|
||||
Balance at beginning of period
|
$
|
12
|
|
|
$
|
988
|
|
Currency translation adjustment during period
|
(215
|
)
|
|
(720
|
)
|
||
Balance at end of period
|
$
|
(203
|
)
|
|
$
|
268
|
|
|
|
|
|
||||
Accumulated effect of pension and postretirement benefits:
|
|
|
|
||||
Balance at beginning and end of period
|
$
|
453
|
|
|
$
|
259
|
|
|
|
|
|
||||
Accumulated effect interest rate swap agreement:
|
|
|
|
||||
Balance at beginning of period
|
$
|
—
|
|
|
$
|
(84
|
)
|
Fair value adjustment
|
—
|
|
|
265
|
|
||
Balance at end of period
|
$
|
—
|
|
|
$
|
181
|
|
(2)
|
ACQUISITIONS
|
Cash
|
$
|
2,500
|
|
Contingent earn-out consideration
|
1,600
|
|
|
Purchase price
|
$
|
4,100
|
|
Accounts receivable
|
$
|
389
|
|
Inventory
|
452
|
|
|
Other assets
|
5
|
|
|
Total current assets
|
846
|
|
|
Intangible assets
|
2,032
|
|
|
Goodwill
|
1,390
|
|
|
Total assets acquired
|
4,268
|
|
|
Current liabilities
|
(168
|
)
|
|
Net assets acquired
|
$
|
4,100
|
|
(3)
|
RESTRUCTURING PLANS
|
|
Employee Termination Costs
|
|
Facility Exit Costs
|
|
Other Costs
|
|
Total
|
||||||||
Restructuring reserve as of March 31, 2019
|
$
|
1
|
|
|
$
|
24
|
|
|
$
|
14
|
|
|
$
|
39
|
|
Charges (reversals) to expense
|
(1
|
)
|
|
(24
|
)
|
|
3
|
|
|
(22
|
)
|
||||
Cash paid
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
||||
Restructuring reserve as of June 30, 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
11
|
|
|
Employee Termination Costs
|
||
Restructuring reserve as of March 31, 2019
|
$
|
634
|
|
Cash paid
|
(212
|
)
|
|
Restructuring reserve as of June 30, 2019
|
$
|
422
|
|
|
Employee Termination Costs
|
||
Initial reserve
|
$
|
2,076
|
|
Cash paid
|
(490
|
)
|
|
Restructuring reserve as of June 30, 2019
|
$
|
1,586
|
|
(4)
|
SHARE-BASED COMPENSATION
|
(5)
|
LEASES
|
|
Three Months Ended
|
||
|
June 30, 2019
|
||
Lease costs:
|
|
||
Operating lease costs
|
$
|
2,888
|
|
Variable operating lease costs
|
77
|
|
|
Total
|
$
|
2,965
|
|
|
Three Months Ended
|
||
|
June 30, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows for operating leases
|
$
|
2,003
|
|
Total
|
$
|
2,003
|
|
|
Three Months Ended
|
||
|
June 30, 2019
|
||
Right-of-use assets obtained in exchange for lease obligations:
|
|
||
Operating leases
|
$
|
51,597
|
|
Total
|
$
|
51,597
|
|
Remainder of fiscal 2020
|
$
|
9,739
|
|
Fiscal 2021
|
8,763
|
|
|
Fiscal 2022
|
8,182
|
|
|
Fiscal 2023
|
6,882
|
|
|
Fiscal 2024
|
5,959
|
|
|
Thereafter
|
20,028
|
|
|
Total lease payments
|
59,553
|
|
|
Less: Interest
|
(11,284
|
)
|
|
Present value of lease liabilities
|
$
|
48,269
|
|
Fiscal 2020
|
$
|
10,520
|
|
Fiscal 2021
|
9,360
|
|
|
Fiscal 2022
|
8,446
|
|
|
Fiscal 2023
|
7,364
|
|
|
Fiscal 2024
|
6,200
|
|
|
Thereafter
|
21,818
|
|
|
Total lease payments
|
$
|
63,708
|
|
|
June 30, 2019
|
|
Weighted-average remaining lease term (years) of operating leases
|
7.1
|
|
Weighted-average discount rate of operating leases
|
5.77
|
%
|
(6)
|
GOODWILL, OTHER INTANGIBLE ASSETS AND LONG-LIVED ASSETS
|
Balance as of March 31, 2018
|
$
|
—
|
|
Acquisition of Fitlosophy
|
1,390
|
|
|
Impairment charge
|
(1,390
|
)
|
|
Balance as of June 30, 2018
|
$
|
—
|
|
|
June 30, 2019
|
|
March 31, 2019
|
|
June 30, 2018
|
||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||||||
Tradenames and trademarks
|
$
|
15,054
|
|
|
$
|
—
|
|
|
$
|
15,054
|
|
|
$
|
—
|
|
|
$
|
24,353
|
|
|
$
|
—
|
|
Customer relationships
|
44,037
|
|
|
24,615
|
|
|
44,037
|
|
|
23,942
|
|
|
48,657
|
|
|
20,976
|
|
||||||
Favorable lease contracts
|
—
|
|
|
—
|
|
|
3,882
|
|
|
1,016
|
|
|
3,882
|
|
|
478
|
|
||||||
Trademarks
|
2,435
|
|
|
717
|
|
|
2,435
|
|
|
645
|
|
|
2,435
|
|
|
425
|
|
||||||
Patents
|
1,466
|
|
|
1,092
|
|
|
1,466
|
|
|
1,059
|
|
|
1,164
|
|
|
971
|
|
||||||
Covenants not to compete
|
530
|
|
|
481
|
|
|
530
|
|
|
457
|
|
|
530
|
|
|
377
|
|
||||||
|
$
|
63,522
|
|
|
$
|
26,905
|
|
|
$
|
67,404
|
|
|
$
|
27,119
|
|
|
$
|
81,021
|
|
|
$
|
23,227
|
|
Remainder of fiscal 2020
|
$
|
2,382
|
|
Fiscal 2021
|
2,997
|
|
|
Fiscal 2022
|
2,900
|
|
|
Fiscal 2023
|
2,604
|
|
|
Fiscal 2024
|
2,518
|
|
(7)
|
SHORT-TERM BORROWINGS AND CREDIT ARRANGEMENTS
|
|
June 30, 2019
|
|
March 31, 2019
|
|
June 30, 2018
|
||||||
Current portion of long-term debt
|
$
|
11
|
|
|
$
|
145
|
|
|
$
|
73
|
|
Long-term debt, net of current portion
|
10
|
|
|
13
|
|
|
102
|
|
|||
|
$
|
21
|
|
|
$
|
158
|
|
|
$
|
175
|
|
|
June 30, 2019
|
|
March 31, 2019
|
|
June 30, 2018
|
||||||
Current portion of long-term debt
|
$
|
68
|
|
|
$
|
173
|
|
|
$
|
156
|
|
Long-term debt, net of current portion
|
—
|
|
|
—
|
|
|
68
|
|
|||
|
$
|
68
|
|
|
$
|
173
|
|
|
$
|
224
|
|
(8)
|
COMMITMENTS AND CONTINGENCIES
|
(9)
|
FAIR VALUE MEASUREMENTS
|
|
Contingent Earn-out Consideration
|
||
Estimated fair value as of June 1, 2018
|
$
|
1,600
|
|
Accretion
|
64
|
|
|
Remeasurement adjustment
|
(298
|
)
|
|
Contingent Earn-out Consideration as of March 31, 2019
|
1,366
|
|
|
Accretion
|
16
|
|
|
Contingent Earn-out Consideration as of June 30, 2019
|
$
|
1,382
|
|
|
June 30, 2019
|
|
Quoted Prices In
Active Markets
for Identical
Assets (Level 1)
|
|
Significant Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash surrender value of life insurance policies
|
$
|
2,805
|
|
|
$
|
—
|
|
|
$
|
2,805
|
|
|
$
|
—
|
|
Total assets
|
$
|
2,805
|
|
|
$
|
—
|
|
|
$
|
2,805
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent earn-out consideration
|
$
|
1,382
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,382
|
|
Deferred compensation plans
|
1,263
|
|
|
1,263
|
|
|
—
|
|
|
—
|
|
||||
Total liabilities
|
$
|
2,645
|
|
|
$
|
1,263
|
|
|
$
|
—
|
|
|
$
|
1,382
|
|
|
March 31, 2019
|
|
Quoted Prices In
Active Markets
for Identical
Assets (Level 1)
|
|
Significant Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash surrender value of life insurance policies
|
$
|
2,765
|
|
|
$
|
—
|
|
|
$
|
2,765
|
|
|
$
|
—
|
|
Total assets
|
$
|
2,765
|
|
|
$
|
—
|
|
|
$
|
2,765
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent earn-out consideration
|
$
|
1,366
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,366
|
|
Interest rate swap agreement
|
580
|
|
|
—
|
|
|
580
|
|
|
—
|
|
||||
Deferred compensation plans
|
1,156
|
|
|
1,156
|
|
|
—
|
|
|
—
|
|
||||
Total liabilities
|
$
|
3,102
|
|
|
$
|
1,156
|
|
|
$
|
580
|
|
|
$
|
1,366
|
|
(10)
|
INCOME TAXES
|
(11)
|
RECENT ACCOUNTING PRONOUNCEMENTS
|
*
|
Expand to adjacent categories with a focus on brands
- Focus on fragmented markets, brands, omni-channel
|
*
|
Improve ROIC by maximizing margins while minimizing capital investment
- Streamline and focus on economic value add and working capital
|
|
Three Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Net sales
|
$
|
57,537
|
|
|
$
|
64,127
|
|
Gross Profit
|
12,106
|
|
|
11,647
|
|
||
Selling, general and administrative expenses
|
23,047
|
|
|
28,929
|
|
||
Restructuring expenses
|
2,054
|
|
|
—
|
|
||
Impairment of goodwill
|
—
|
|
|
1,390
|
|
||
Interest expense (income), net
|
928
|
|
|
262
|
|
||
Other expense (income), net
|
(87
|
)
|
|
(117
|
)
|
||
Income tax expense
|
412
|
|
|
(341
|
)
|
||
Net income (loss)
|
(14,248
|
)
|
|
(18,476
|
)
|
|
Less than 1
Year
|
|
1-3
Years
|
|
4-5
Years
|
|
After 5
Years
|
|
Total
|
|||||||
Letters of credit
|
$
|
2,182
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
2,182
|
|
(a)
|
Evaluation of Disclosure Controls and Procedures
. As of the end of the period covered by this report, the Company’s management, with the participation of the Company’s President and Chief Executive Officer and Executive Vice President – Finance and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures in accordance with Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the President and Chief Executive Officer and Executive Vice President – Finance and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by the Company in reports that it files under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including the President and Chief Executive Officer and Executive Vice President – Finance and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.
|
(a)
|
Changes in Internal Controls
. The Company implemented the new lease accounting standard under Accounting Standards Codification Topic 842 as of April 1, 2019. In connection with this change, the Company implemented certain modifications to internal controls over financial reporting, including the documentation of the policy regarding the new accounting for leases, implementation of processes to address various judgments and assessments necessary during the life of a lease, as well as implementing new controls to capture the expanded disclosures required under Accounting Standards Codification Topic 842.
|
Exhibit 10.1
|
|
Exhibit 10.2
|
|
Exhibit 10.3
|
|
Exhibit 10.4
|
|
Exhibit 10.5
|
|
*Exhibit 31.1
|
|
*Exhibit 31.2
|
|
*Exhibit 32.1
|
|
*Exhibit 32.2
|
|
*101.INS
|
XBRL Instance Document.
|
*101.SCH
|
XBRL Schema Document.
|
*101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
*101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
*101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
CSS Industries, Inc.
|
||
|
(Registrant)
|
||
|
|
|
|
Date: August 2, 2019
|
By:
|
|
/s/ Christopher J. Munyan
|
|
|
|
Christopher J. Munyan
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(principal executive officer)
|
|
|
|
|
Date: August 2, 2019
|
By:
|
|
/s/ Keith W. Pfeil
|
|
|
|
Keith W. Pfeil
|
|
|
|
Executive Vice President – Finance and Chief Financial Officer
|
|
|
|
(principal financial officer)
|
1 Year CSS Industries Chart |
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