Document

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

CSS Industries, Inc. (collectively with its subsidiaries, “CSS” or the “Company”) has prepared the consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission.

The Company’s fiscal year ends on March 31. References to a particular year refer to the fiscal year ending in March of that year. For example, fiscal 2019 refers to the fiscal year ended March 31, 2019.

Principles of Consolidation

The consolidated financial statements include the accounts of CSS Industries, Inc. and all of its subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation.

Nature of Business

CSS is a creative consumer products company, focused on the seasonal, gift and craft categories. For these design-driven categories, the Company engages in the creative development, manufacture, procurement, distribution and sale of our products with an omni-channel approach focused primarily on mass market retailers.

Seasonal The seasonal category includes holiday gift packaging items such as ribbon, bows, greeting cards, bags, tags and gift card holders, in addition to specific holiday-themed decorations, accessories, and activities, such as Easter egg dyes and novelties and Valentine's Day classroom exchange cards. These products are sold to mass market retailers, and production forecasts for these products are generally known well in advance of shipment.

Gift The gift category includes products designed to celebrate certain life events or special occasions, such as weddings, birthdays, anniversaries, graduations, or the birth of a child. Products include ribbons and bows, floral accessories, infant products, journals, gift card holders, all occasion boxed greeting cards, memory books, scrapbooks, stationery, and other items that commemorate life's celebrations. Products in this category are primarily sold into mass, specialty, and online retailers, floral and packaging wholesalers and distributors, and are generally ordered on a replenishment basis throughout the year.

Craft The craft category includes sewing patterns, ribbons and trims, buttons, sewing patterns, knitting needles, needle arts and kids crafts. These products are sold to mass market, specialty, and online retailers, and are generally ordered on a replenishment basis throughout the year.

CSS’ product breadth provides its retail customers the opportunity to use a single vendor for much of their seasonal, gift and craft product requirements. A substantial portion of CSS’ products are manufactured and packaged in the United States and warehoused and distributed from facilities in the United States, the United Kingdom and Australia, with the remainder sourced from foreign suppliers, primarily in Asia. The Company also has a manufacturing facility in India that produces certain craft products, including trims, braids and tassels, and also has a distribution facility in India. The Company’s products are sold to its customers by national and regional account sales managers, sales representatives, product specialists and by a network of independent manufacturers’ representatives. CSS maintains purchasing offices in Hong Kong and China to administer Asian sourcing opportunities.

Foreign Currency Translation and Transactions

The Company's foreign subsidiaries generally use the local currency as the functional currency. The Company translates all assets and liabilities at year-end exchange rates and all income and expense accounts at average rates during the year. Translation adjustments are recorded in accumulated other comprehensive income (loss) in stockholders’ equity. Gains and losses on foreign currency transactions (denominated in currencies other than the local currency) are not material and are included in other expense (income), net in the consolidated statements of operations.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Judgments and assessments of uncertainties are required in applying the Company’s accounting policies in many areas. Such estimates pertain to revenue recognition, the valuation of inventory and accounts receivable, the assessment of the recoverability of other intangible and long-lived assets, income tax accounting and resolution of litigation and other proceedings. Actual results could differ from these estimates.

Accounts Receivable

The Company offers seasonal dating programs related to certain seasonal product offerings pursuant to which customers that qualify for such programs are offered extended payment terms. With some exceptions, customers do not have the right to return product except for reasons the Company believes are typical of our industry, including damaged goods, shipping errors or similar occurrences. The Company generally is not required to repurchase products from its customers, nor does the Company have any regular practice of doing so. In addition, the Company mitigates its exposure to bad debts by evaluating the creditworthiness of its major customers, utilizing established credit limits, and purchasing credit insurance when appropriate and available on terms satisfactory to the Company. Bad debt and returns and allowances reserves are recorded as an offset to accounts receivable while reserves for customer programs are recorded as accrued liabilities. The Company evaluates accounts receivable related reserves and accruals monthly by specifically reviewing customers’ creditworthiness, historical recovery percentages and outstanding customer deductions and program arrangements. Customer account balances are charged off against the allowance reserve after reasonable means of collection have been exhausted and the potential for recovery is considered unlikely.

Inventories

The Company records inventory when title is transferred, which occurs upon receipt or prior to receipt dependent on supplier shipping terms. The Company adjusts unsaleable and slow-moving inventory to its estimated net realizable value. Substantially all of the Company’s inventories are stated at the lower of first-in, first-out (FIFO) cost or net realizable value. The remaining portion of the inventory is valued at the lower of last-in, first-out (LIFO) cost or net realizable value, which was $162,000 and $98,000 at March 31, 2019 and 2018, respectively. Had all inventories been valued at the lower of FIFO cost or market, inventories would have been greater by $576,000 and $524,000 at March 31, 2019 and 2018, respectively. During fiscal 2019, the Company recognized a charge of $1,771,000 as a result of the Company's initiative to streamline product offerings. Inventories consisted of the following (in thousands):



	March 31,
	2019		2018
Raw material	$	14,246	$	11,602
Work-in-process	16,816		17,809
Finished goods	65,169		73,025
	$	96,231	$	102,436

Finished goods inventory includes $11,598,000 and $19,555,000 of inventory on consignment as of March 31, 2019 and 2018, respectively. In connection with the acquisition of McCall on December 13, 2016, Simplicity on November 3, 2017, and Fitlosophy on June 1, 2018, the Company recorded a step-up to fair value of the inventory acquired of $21,773,000, $10,214,000, and $312,000, respectively, recorded at the date of such acquisition. This was a result of the inventory acquired being marked up to estimated fair value in purchase accounting and is recognized through cost of sales as the inventory turns. The amount of step-up to fair value of the acquired inventory remaining as of March 31, 2019 and 2018 was $284,000 and $10,683,000, respectively. The Company expects the acquired Simplicity inventory to be sold through the first quarter of fiscal 2020. See Note 2 to the consolidated financial statements for further discussion of the McCall, Simplicity, and Fitlosophy acquisitions.

Asset Held for Sale

Asset held for sale of $131,000 as of March 31, 2019 represents a distribution facility in Danville, Pennsylvania which the Company is in the process of selling. The Company expects to sell this facility within the next 12 months and at the end of fiscal 2019, the Company ceased depreciating this facility at the time it was classified as held for sale. There were no such assets classified as held for sale as of March 31, 2018.

On March 29, 2019, the Company sold a distribution facility in Havant, England for $2,366,000 that was previously classified as asset held for sale for $2,570,000. The Company received cash proceeds of $1,778,000 with the remaining balance placed in escrow. The purpose of the escrow is to ensure that current licensees of the building exit the building as their licenses expire. As each license agreement expires and the applicable licensee vacates its unit, the funds held in escrow related to such unit will be released to the Company. It is expected that the funds held in escrow as of March 31, 2019 will be released within six months. The Company incurred $118,000 of costs to sell the facility and recognized a loss of $322,000 on the sale that is included in other expense (income), net in the consolidated statement of operations.

Property, Plant and Equipment

Property, plant and equipment are stated at cost and include the following (in thousands):



	March 31,
	2019			2018
Land	$	5,738		$	7,100
Buildings, leasehold interests and improvements	40,893			45,164
Machinery, equipment and other	113,946			104,497
	160,577			156,761
Less – Accumulated depreciation and amortization	(109,657		)	(104,635		)
Net property, plant and equipment	$	50,920		$	52,126

Depreciation is provided generally on the straight-line method and is based on estimated useful lives or terms of leases as follows:



Buildings, leasehold interests and improvements		Lease term to 45 years
Machinery, equipment and other		3 to 15 years

When property is retired or otherwise disposed of, the related cost and accumulated depreciation and amortization are eliminated from the consolidated balance sheet. Any gain or loss from the disposition of property, plant and equipment is included in other expense (income), net. Maintenance and repairs are expensed as incurred while improvements are capitalized and depreciated over their estimated useful lives.

For property, plant, and equipment, depreciation and amortization expense was $8,807,000, $6,455,000 and $5,173,000 for the years ended March 31, 2019, 2018 and 2017, respectively.

The Company maintains various operating leases and records rent expense on a straight-line basis over the lease term. See Note 9 for further discussion.

Impairment of Long-Lived Assets including Other Intangible Assets and Property, Plant and Equipment

Other indefinite lived intangible assets consist of tradenames which are required to be tested annually for impairment. An entity has the option to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. To perform a qualitative assessment, an entity must identify and evaluate changes in economic, industry and entity-specific events and circumstances that could affect the significant inputs used to determine the fair value of an indefinite-lived intangible asset. If the result of the qualitative analysis indicates it is more likely than not that an indefinite-lived intangible asset is impaired, a more detailed fair value calculation will need to be performed which is used to identify potential impairments and to measure the amount of impairment losses to be recognized, if any. The fair value of the Company’s tradenames is calculated using a “relief from royalty payments” methodology. This approach involves first estimating reasonable royalty rates for each trademark then applying these royalty rates to a net sales stream and discounting the resulting cash flows to determine the fair value. The royalty rate is estimated using both a market and income approach. The market approach relies on the existence of identifiable transactions in the marketplace involving the licensing of tradenames similar to those owned by the Company. The income approach uses a projected pretax profitability rate relevant to the licensed income stream. We believe the use of multiple valuation techniques results in a more accurate indicator of the fair value of each tradename. This fair value is then compared with the carrying value of each tradename.

Long-lived assets (including property, plant and equipment), except for goodwill and indefinite lived intangible assets, are reviewed for impairment when events or circumstances indicate the carrying value of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset group to future net cash flows estimated by the Company to be generated by such assets. If such asset group is considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Assets to be disposed of are recorded at the lower of their carrying value or estimated net realizable value.

Derivative Financial Instruments

The Company uses certain derivative financial instruments as part of its risk management strategy to reduce interest rate and foreign currency risk. Derivatives are not used for trading or speculative activities.

The Company recognizes all derivatives on the consolidated balance sheet at fair value. On the date the derivative instrument is entered into, the Company generally designates the derivative as either (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value hedge”), or (2) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”). Changes in the fair value of a derivative that is designated as, and meets all the required criteria for, a fair value hedge, along with the gain or loss on the hedged asset or liability that is attributable to the hedged risk, are recorded in current period earnings. Changes in the fair value of a derivative that is designated as, and meets all the required criteria for, a cash flow hedge are recorded in accumulated other comprehensive income (loss) and reclassified into earnings as the underlying hedged item affects earnings. The portion of the change in fair value of a derivative associated with hedge ineffectiveness or the component of a derivative instrument excluded from the assessment of hedge effectiveness is recorded currently in earnings. Also, changes in the entire fair value of a derivative that is not designated as a hedge are recorded immediately in earnings. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes relating all derivatives that are designated as fair value or cash flow hedges to specific assets and liabilities on the consolidated balance sheet or to specific firm commitments or forecasted transactions.

The Company also formally assesses, both at the inception of the hedge and on an ongoing basis, whether each derivative is highly effective in offsetting changes in fair values or cash flows of the hedged item. If it is determined that a derivative is not highly effective as a hedge or if a derivative ceases to be a highly effective hedge, the Company will discontinue hedge accounting prospectively.

The Company enters into foreign currency forward contracts in order to reduce the impact of certain foreign currency fluctuations. Firmly committed transactions and the related receivables and payables may be hedged with forward exchange contracts. Gains and losses arising from foreign currency forward contracts are recorded in other expense (income), net as offsets of gains and losses resulting from the underlying hedged transactions. A realized gain of $3,000 and $56,000 was recorded in the years ended March 31, 2019 and 2017, respectively, and a realized loss of $108,000 was recorded in the year ended March 31, 2018. There were no open foreign currency forward exchange contracts as of March 31, 2019 and 2018.

On February 1, 2018, the Company entered into an interest rate swap agreement with a term of five years to manage its exposure to interest rate movements by effectively converting a portion of its anticipated working capital debt from variable to fixed rates. The notional amount of the interest rate swap contract subject to fixed rates was $40,000,000 in fiscal 2019 and 2018. Fixed interest rate payments were at a weighted average rate of 2.575% in fiscal 2018. Interest rate differentials paid under this agreement were recognized as adjustments to interest expense and were $147,000 and $60,000 for the years ended March 31, 2019 and 2018, respectively. This interest rate swap effectively converted $40,000,000 of the Company's variable-rate debt into fixed-rate debt with an effective interest rate of 3.525% (2.575% fixed + .95% spread) through March 2019. On March 7, 2019, the Company terminated its Prior Credit Facility and entered into an asset-based senior secured revolving credit facility (see Note 8). As of March 31, 2019, the Company updated its assessment of the swap and determined it was no longer probable the original forecasted transaction would occur. Accordingly, the Company reclassified into earnings a realized loss of $580,000 for the March 31, 2019 fair value of the interest rate swap agreement as a result of the discontinuance of the hedge. The related loss is included in interest expense (income) in the consolidated statements of operations. The interest rate swap agreement tied to the $40,000,000 debt was terminated on April 1, 2019. There were no interest rate swap agreements in fiscal 2017.

Interest Expense (Income)

Interest expense was $3,459,000, $904,000 and $298,000 in the years ended March 31, 2019, 2018 and 2017, respectively. Interest income was $275,000, $223,000 and $269,000 in the years ended March 31, 2019, 2018 and 2017, respectively.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. An assessment is made to determine the likelihood that our deferred tax assets will be recovered from future taxable income, and whether a valuation allowance is required to offset all or a portion of those deferred tax assets. To the extent the Company increases or decreases a valuation allowance, additional tax expense (benefit) is recorded in the consolidated statement of operations. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company recognizes the impact of an uncertain tax position, if it is more likely than not that such position will be sustained on audit, based solely on the technical merits of the position. See Note 7 for further discussion.

Revenue Recognition

Revenue from the sale of the Company's products is recognized when control of the promised goods is transferred to customers, in the amount that reflects the consideration the Company expects to be entitled to receive from its customers in exchange for those goods. The Company's revenue is recognized using the five-step model identified in Accounting Standards Codification 606, "Revenue from Contracts with Customers." These steps are: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue as the performance obligations are satisfied.

The Company's contracts with customers generally include one performance obligation under the revenue recognition standard. For most product sales, the performance obligation is the delivery of a specified product, and is satisfied at the point in time when control of the product has transferred to the customer, which takes place when title and risk of loss transfer in accordance with the applicable shipping terms, typically either at shipping point or at delivery to a specified destination. The Company has certain limited products, primarily sewing patterns, that are sold on consignment at mass market retailers. The Company recognizes revenue on these products as they are sold to end consumers as recorded at point-of-sale terminals, which is the point in time when control of the product is transferred to the customer.

Revenue is recognized based on the consideration specified in a contract with the customer, and is measured as the amount of consideration to which the Company expects to be entitled to receive in exchange for transferring the goods. When applicable, the transaction price includes estimates of variable consideration to the extent it is probable that a significant reversal of revenue recognized will not occur. Variable consideration consists of revenues that are subject to reductions to the transaction price for customer programs, which may include special pricing arrangements for specific customers, volume incentives and other promotions. The Company has significant historical experience with customer programs and estimates the expected consideration considering historical trends. The related reserves are included in accrued customer programs in the consolidated balance sheets. The Company adjusts its estimate of variable consideration at least quarterly or when facts and circumstances used in the estimation process may change. In limited cases, the Company may provide the right to return product to certain customers. The Company also records estimated reductions to revenue, based primarily on known claims, for customer returns and chargebacks that may arise as a result of shipping errors, product damaged in transit or for other reasons that become known subsequent to recognizing the revenue. These provisions are recorded in the period that the related sale is recognized and are reflected as a reduction from gross sales. The related reserves are included as a reduction of accounts receivable in the consolidated balance sheets. If the amount of actual customer returns and chargebacks were to increase or decrease from the estimated amount, revisions to the estimated reserve would be recorded.

The Company treats shipping and handling activities that occur after the customer has obtained control of a good as an activity to fulfill the promise to transfer the product. Costs related to shipping of product are recorded as incurred and classified in cost of sales in the consolidated statements of operations and comprehensive income (loss).

Payment terms with customers vary by customer, but generally range from 30 to 90 days. Certain seasonal revenues have extended payment terms in accordance with general industry practice. Since the term between invoicing and expected payment is less than one year, the Company does not adjust the transaction price for the effects of a financing component.

Sales commissions are earned and are recognized as expense as the related revenue is recognized at a point in time. These costs are recorded in selling, general and administrative expenses. Taxes collected from customers are excluded from revenue and credited directly to obligations to the appropriate governmental agencies.

Product Development Costs

Product development costs consist of purchases of outside artwork, printing plates, cylinders, catalogs and samples. For seasonal products, the Company typically begins to incur product development costs 18 to 20 months before the applicable holiday event. These costs are amortized monthly over the selling season, which is generally within two to four months of the holiday event. Development costs related to gift and craft products are incurred within a period beginning six to nine months prior to the applicable sales period. These costs generally are amortized over a six to twelve month selling period. The expense of certain product development costs that are related to the manufacturing process are recorded in cost of sales while the portion that relates to creative and selling efforts are recorded in selling, general and administrative expenses.

Product development costs capitalized as of March 31, 2019 were $2,495,000, of which $2,323,000 was recorded in other current assets and $172,000 was recorded in other long-term assets in the consolidated balance sheets. Product development costs capitalized as of March 31, 2018 were $3,835,000, of which $3,350,000 was recorded in prepaid expenses and other current assets and $485,000 was recorded in other long-term assets in the consolidated balance sheets. Product development expense of $8,051,000, $8,296,000 and $8,268,000 was recognized in the years ended March 31, 2019, 2018 and 2017, respectively.

Shipping and Handling Costs

Shipping and handling costs are reported in cost of sales in the consolidated statements of operations.

Share-Based Compensation

Share-based compensation cost is estimated at the grant date based on a fair-value model. Calculating the fair value of share-based awards at the grant date requires judgment, including estimating stock price volatility and expected option life.

The Company uses the Black-Scholes option valuation model to value service-based stock options and uses Monte Carlo simulation to value performance-based stock options and restricted stock units. The fair value of each service-based restricted stock unit is estimated on the day of grant based on the closing price of the Company's common stock reduced by the present value of the expected dividend stream during the vesting period using the risk-free interest rate. The Company estimates stock price volatility based on historical volatility of its common stock. Estimated option life assumptions are also derived from historical data. The Company recognizes compensation cost over the stated vesting period consistent with the terms of the arrangement (i.e. either on a straight-line or graded-vesting basis).

Net Income (Loss) Per Common Share

The following table sets forth the computation of basic net income (loss) per common share and diluted net income (loss) per common share for the years ended March 31, 2019, 2018 and 2017:



	For the Years Ended March 31,
	2019			2018			2017
	(in thousands, except per share amounts)
Numerator:
Net income (loss)	$	(53,545	)	$	(36,520	)	$	28,504

Denominator:
Weighted average shares outstanding for basic income (loss) per common share	8,964			9,108			9,074
Effect of dilutive stock options	—			—			41
Adjusted weighted average shares outstanding for diluted income (loss) per common share	8,964			9,108			9,115

Basic net income (loss) per common share	$	(5.97	)	$	(4.01	)	$	3.14
Diluted net income (loss) per common share	$	(5.97	)	$	(4.01	)	$	3.13

The Company has excluded 512,000 shares, 495,000 shares, and 505,175 shares, consisting of outstanding stock options and unearned restricted stock units, in computing diluted net income (loss) per common share for the years ended March 31, 2019, 2018 and 2017, respectively, because their effects were antidilutive.

Statements of Cash Flows

For purposes of the consolidated statements of cash flows, the Company considers all holdings of highly liquid investments with a maturity at time of purchase of three months or less to be cash equivalents.

Supplemental Schedule of Cash Flow Information



	For the Years Ended March 31,
	2019		2018		2017
	(in thousands)
Cash paid during the year for:
Interest	$	2,303	$	511	$	264
Income taxes	$	1,467	$	1,484	$	2,270

Details of acquisitions:
Fair value of assets acquired	$	4,268	$	92,666	$	50,445
Liabilities assumed	168		23,049		15,416
Net assets acquired	4,100		69,617		35,029
Amount due seller	—		2,500		—
Total consideration	4,100		67,117		35,029
Less cash acquired	—		1,889		—
Less contingent consideration	1,600		—		—
Less gain on bargain purchases	—		—		19,990
Net cash paid for acquisitions	$	2,500	$	65,228	$	15,039

Components of Accumulated Other Comprehensive Income (Loss), Net



	For the Years Ended March 31,
	2019			2018			2017
	(in thousands)
Accumulated effect of currency translation adjustment:
Balance at beginning of year	$	988		$	45		$	—
Currency translation adjustment during period	(976		)	943			45
Balance at end of year	$	12		$	988		$	45

Accumulated effect of pension and postretirement benefits:
Balance at beginning of year	$	259		$	(108	)	$	(62	)
Net gain (loss) arising from pension and postretirement benefits	194			367			(46		)
Balance at end of year	$	453		$	259		$	(108	)

Accumulated effect interest rate swap agreement:
Balance at beginning of year	$	(84	)	$	—		$	—
Amounts reclassified from accumulated other comprehensive income (loss):^(a)
Termination of interest rate swap agreement	84			—			—
Fair value adjustment	—			(84		)	—
Balance at end of year	$	—		$	(84	)	$	—


(a)	Amounts reclassified are recorded in interest expense on the consolidated statement of operations.




Delaware		13-1920657
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		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



		Page
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	13
Item 3.	Legal Proceedings	13
Item 4.	Mine Safety Disclosures	13

	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6.	Selected Financial Data	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 8.	Financial Statements and Supplementary Data	25
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	61
Item 9A.	Controls and Procedures	61
Item 9B.	Other Information	62

	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	63
Item 11.	Executive Compensation	63
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	63
Item 13.	Certain Relationships and Related Transactions, and Director Independence	63
Item 14.	Principal Accounting Fees and Services	63

	PART IV
Item 15.	Exhibits and Financial Statement Schedules	64
Signatures		69



	Use	Approximate Square Feet
	Use	Owned	Leased
U.S. Properties:
Florence, Alabama	Distribution	—	100,000
Florence, Alabama	Distribution	—	180,000
Shorewood, Illinois	Distribution	—	493,000
Manhattan, Kansas	Manufacturing and distribution	282,000	—
Hagerstown, Maryland	Manufacturing and distribution	284,000	—
Milford, New Hampshire	Manufacturing	—	58,000
Danville, Pennsylvania	Distribution	133,000	—
Berwick, Pennsylvania	Manufacturing and distribution	213,000	—
Berwick, Pennsylvania	Manufacturing and distribution	220,000	—
Berwick, Pennsylvania	Distribution	226,000	—
Berwick, Pennsylvania	Distribution	—	441,000
Batesburg, South Carolina	Manufacturing	229,000	—
Total U.S. Properties		1,587,000	1,272,000

International Properties:
Revesby, Australia	Distribution	—	27,000
Coimbatore, India	Manufacturing and distribution	100,000	—
Coimbatore, India	Manufacturing	—	31,000
Stockport, United Kingdom	Distribution	—	20,000
Total International Properties		100,000	78,000
Total Properties		1,687,000	1,350,000



ý	ANNUAL 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


*	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


•	Journals, educational products, memory books, scrapbooks, stationery, infant products, and other gift items are imported from Asian manufacturers and warehoused and distributed primarily from two distribution facilities in Alabama.


•	Floral accessories, including pot covers, foil, waxed tissue, shred, aisle runners, corsage bags and other paper and film products, are manufactured in a facility located in New Hampshire or imported from Mexico. Manufacturing includes gravure and flexo printing, waxing and converting. Products are warehoused and distributed from a distribution facility in Pennsylvania.


•	Sewing patterns are purchased and distributed from a third party printer and are also manufactured and distributed from a facility located in Kansas. Sewing patterns are also warehoused and distributed from a distribution facility in the United Kingdom and a distribution facility in Australia.


•	Certain craft items, including trims, braids and tassels, are manufactured from two facilities in India and imported and distributed from a facility in Illinois.


•	responding to proxy contests and other actions by activist stockholders can disrupt our operations, be costly and time-consuming, and divert the attention of our Board and senior management from the pursuit of business strategies, which could adversely affect our business, results of operations and financial condition;


•	if individuals are elected to our Board with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and create additional value for our stockholders.



Fiscal 2019					Dividends Declared
	High		Low		Dividends Declared
First Quarter	$	17.99	$	15.34	$	0.20
Second Quarter	17.63		13.72		0.20
Third Quarter	14.10		8.90		0.20
Fourth Quarter	11.21		5.99		0.20

Fiscal 2018					Dividends Declared
	High		Low		Dividends Declared
First Quarter	$	27.77	$	24.60	$	0.20
Second Quarter	28.97		26.02		0.20
Third Quarter	30.13		26.54		0.20
Fourth Quarter	28.20		17.50		0.20



Contractual Obligations	Less than 1 Year		1-3 Years		4-5 Years		After 5 Years		Total
Debt ⁽¹⁾	$	26,462	$	14	$	—	$	—	$	26,476
Capital lease obligations	145		13		—		—		158
Operating leases	10,520		17,806		13,564		21,818		63,708
Other long-term obligations ⁽²⁾	273		456		604		4,147		5,480
Royalty obligations ⁽³⁾	947		1,970		—		—		2,917
	$	38,347	$	20,259	$	14,168	$	25,965	$	98,739



	Years Ended March 31,
	2019 (a)			2018 (b)			2017 (c)		2016		2015
	(in thousands, except per share amounts)
Statement of Operations Data:
Net sales	$	382,263		$	361,896		$	322,431	$	317,017	$	313,044
Income (loss) from continuing operations before income taxes	(45,441		)	(46,059		)	29,687		26,641		26,641
Net income (loss)	(53,545		)	(36,520		)	28,504		17,236		16,954

Net income (loss) per common share:
Basic	$	(5.97	)	$	(4.01	)	$	3.14	$	1.88	$	1.82
Diluted	$	(5.97	)	$	(4.01	)	$	3.13	$	1.87	$	1.80

Balance Sheet Data:
Working capital	$	91,963		$	176,701		$	196,106	$	176,886	$	190,047
Total assets	285,595			365,188			339,194		309,926		309,473
Short term borrowings	26,139			—			—		—		—
Current portion of long-term debt	316			228			220		—		—
Long-term debt, net of current portion	13			40,228			456		—		—
Stockholders’ equity	189,931			253,695			294,154		271,490		270,255

Cash dividends declared per common share	$	0.80		$	0.80		$	0.80	$	0.74	$	0.63


(b)	In fiscal 2018, the Company recorded a non-cash pre-tax impairment charge of $33,358,000 due to a full impairment of goodwill and partial impairment of a tradename. The foregoing impairment charge was partially offset by a $6,233,000 tax benefit.


⁽¹⁾	Debt includes the outstanding borrowings under the Company's credit facility as of March 31, 2019 as well as the principle and interest related to an equipment financing agreement at a rate of 5.72%.


⁽²⁾	Other long-term obligations consist primarily of postretirement medical liabilities, deferred compensation arrangements, pension obligations, and deferred rent. Future timing of payments for other long-term obligations is estimated by management.


⁽³⁾	The Company is committed to pay guaranteed minimum royalties attributable to sales of certain intellectual property licensed products.



	Page

Report of Independent Registered Public Accounting Firm	26

Consolidated Balance Sheets—March 31, 2019 and 2018	27

Consolidated Statements of Operations and Comprehensive Income (Loss)—for the years ended March 31, 2019, 2018 and 2017	28

Consolidated Statements of Cash Flows—for the years ended March 31, 2019, 2018 and 2017	29

Consolidated Statements of Stockholders’ Equity—for the years ended March 31, 2019, 2018 and 2017	30

Notes to Consolidated Financial Statements	31

Financial Statement Schedule:
Schedule II. Valuation and Qualifying Accounts	68



													Accumulated
							Additional						Other			Common Stock
	Preferred Stock			Common Stock			Paid-in			Retained			Comprehensive			in Treasury
	Shares	Amount		Shares	Amount		Capital			Earnings			Income (Loss)			Shares		Amount			Total
Balance, March 31, 2016	—	$	—	14,703,084	$	1,470	$	56,157		$	364,030		$	(62	)	(5,670,819	)	$	(150,105	)	$	271,490
Share-based compensation expense	—	—		—	—		1,653			—			—			—		—			1,653
Issuance of common stock upon exercise of stock options	—	—		—	—		—			(373		)	—			14,177		496			123
Issuance of common stock under equity plan	—	—		—	—		—			(2,079		)	—			40,323		1,552			(527		)
Purchase of treasury shares	—	—		—	—		—			—			—			—		—			—
Tax effect of stock awards	—	—		—	—		286			—			—			—		—			286
Reduction of deferred tax assets due to expired stock options	—	—		—	—		(99		)	—			—			—		—			(99		)
Cash dividends ($.80 per common share)	—	—		—	—		—			(7,275		)	—			—		—			(7,275		)
Other comprehensive loss	—	—		—	—		—			—			(1		)	—		—			(1		)
Net income	—	—		—	—		—			28,504			—			—		—			28,504
Balance, March 31, 2017	—	—		14,703,084	1,470		57,997			382,807			(63		)	(5,616,319	)	(148,057		)	294,154
Cumulative effective change in accounting principle	—	—		—	—		(1,059		)	1,059			—			—		—			—
Share-based compensation expense	—	—		—	—		1,939			—			—			—		—			1,939
Issuance of common stock upon exercise of stock options	—	—		—	—		—			(346		)	—			15,629		547			201
Issuance of common stock under equity plan	—	—		—	—		—			(607		)	—			17,352		607			—
Cash dividends ($.80 per common share)	—	—		—	—		—			(7,305		)	—			—		—			(7,305		)
Other comprehensive income	—	—		—	—		—			—			1,226			—		—			1,226
Net income	—	—		—	—		—			(36,520		)	—			—		—			(36,520		)
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	—	—		—	—		2,044			—			—			—		—			2,044
Issuance of common stock under equity plan	—	—		—	—		—			(746		)	—			20,658		737			(9		)
Purchase of treasury shares	—	—		—	—		—			—			—			(303,166	)	(4,372		)	(4,372		)
Cash dividends ($.80 per common share)	—	—		—	—		—			(7,184		)	—			—		—			(7,184		)
Other comprehensive loss	—	—		—	—		—			—			(698		)	—		—			(698		)
Net loss	—	—		—	—		—			(53,545		)	—			—		—			(53,545		)
Balance, March 31, 2019	—	$	—	14,703,084	$	1,470	$	60,921		$	277,613		$	465		(5,865,846	)	$	(150,538	)	$	189,931



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



Accounts receivable	$	2,762
Inventory	32,206
Other assets	553
Total current assets	35,521
Property, plant and equipment	9,473
Intangible assets	4,900
Other	551
Total assets acquired	50,445
Current liabilities	5,328
Deferred tax liability	9,419
Long-term debt	516
Other long-term obligations	153
Total liabilities assumed	15,416
Net assets acquired	$	35,029



Balance as of March 31, 2017	$	19,916
Acquisition of Simplicity	9,642
Impairment charge	(29,558		)
Balance as of March 31, 2018	—
Acquisition of Fitlosophy	1,390
Impairment charge	(1,390		)
Balance as of March 31, 2019	$	—



	Tradenames and Trademarks			Customer Relationships			Favorable Lease Contracts		Patent		Trademarks
Balance as of March 31, 2017	$	19,953		$	39,757		$	—	$	1,164	$	403
Acquisition of Simplicity	8,200			8,900			3,882		—		—
Impairment charge	(3,800		)	—			—		—		—
Balance as of March 31, 2018	24,353			48,657			3,882		1,164		403
Acquisition of Fitlosophy	—			—			—		—		2,032
Asset Acquisition of Dimensional	—			—			—		302		—
Impairment charge	(9,299		)	(4,620		)	—		—		—
Balance as of March 31, 2019	$	15,054		$	44,037		$	3,882	$	1,466	$	2,435



	March 31, 2019				March 31, 2018
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Tradenames and trademarks	$	15,054	$	—	$	24,353	$	—
Customer relationships	44,037		23,942		48,657		19,976
Favorable lease contracts	3,882		1,016		3,882		299
Patents	1,466		1,059		1,164		941
Trademarks	2,435		645		403		393
Covenants not to compete	530		457		530		351
	$	67,404	$	27,119	$	78,989	$	21,960



	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at April 1, 2018	537,800		$	26.35
Granted	10,000		$	13.39
Canceled	(123,856	)	$	25.34
Forfeited	(19,969	)	$	27.61
Outstanding at March 31, 2019	403,975		$	26.27	4.5 years	$	—
Exercisable at March 31, 2019	227,125		$	25.89	3.2 years	$	—
Expected to vest at March 31, 2019	176,850		$	26.76	6.2 years	$	—



	Number of RSUs		Weighted Average Fair Value		Weighted Average Remaining Contractual Life
Outstanding at April 1, 2018	211,255		$	21.66
Granted	201,013		$	14.46
Vested	(21,320	)	$	26.65
Canceled	(39,215	)	$	17.88
Forfeited	(54,560	)	$	19.25
Outstanding at March 31, 2019	297,173		$	17.37	2.1 years



	March 31, 2017
Expected dividend yield at time of grant	2.99	%
Expected stock price volatility	33	%
Risk-free interest rate	1.20	%



Commitment Period Description	Commitment Period Time Frame	Commitment Level
Low	February 1 to June 30 (5 months)	$50,000,000
Medium	July 1 to October 31 (4 months)	$100,000,000
High	November 1 to January 31 (3 months)	$150,000,000



Fiscal
2020	$	145
2021	12
2022	1
2023	—
2024	—
Total minimum lease obligations	158
Less amount representing interest at 4.89%	(2		)
Present value of future minimum lease obligations	$	156



	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



	March 31, 2019		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
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