FORM 10-K
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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CSS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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13-1920657
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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450 Plymouth Road, Suite 300, Plymouth Meeting, PA
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19462
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.10 par value
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New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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Ribbons and bows are primarily manufactured and warehoused in seven facilities located in Pennsylvania, Maryland, South Carolina and Alabama. The manufacturing process is vertically integrated. Non-woven ribbon and bow products are primarily made from polypropylene resin, a petroleum-based product, which is mixed with color pigment, melted and pressed through an extruder. Large rolls of extruded film go through various combinations of manufacturing processes before being made into bows or packaged on ribbon spools or reels as required by various markets and customers. Woven fabric ribbons are manufactured domestically or imported from Mexico and Asia. Imported woven products are either narrow woven or converted from bulk rolls of wide width textiles. Domestic woven products are narrow woven.
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•
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Journals, educational products, infant products, memory books, scrapbooks, stationery, and other gift items are imported from Asian manufacturers and warehoused and distributed from a distribution facility in Alabama.
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•
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Floral accessories, including pot covers, foil, waxed tissue, shred, aisle runners, corsage bags and other paper and film products, are manufactured in facilities 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.
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Use
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Approximate Square Feet
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||||
Location
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Owned
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Leased
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Danville, PA
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Distribution
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133,000
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—
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Berwick, PA
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Manufacturing and distribution
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213,000
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—
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Berwick, PA
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Manufacturing and distribution
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220,000
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—
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Berwick, PA
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Distribution
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226,000
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—
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Berwick, PA
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Distribution
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—
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431,000
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Hagerstown, MD
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Manufacturing and distribution
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284,000
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—
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Batesburg, SC
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Manufacturing
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229,000
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—
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Florence, AL
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Distribution
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—
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100,000
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Florence, AL
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Distribution
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—
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180,000
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Milford, NH
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Manufacturing
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—
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58,000
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Lansing, IA
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Manufacturing and distribution
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104,000
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—
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Total
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1,409,000
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769,000
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Fiscal 2016
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Dividends
Declared
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||||||
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High
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Low
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|||||||
First Quarter
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$
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30.71
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$
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27.27
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$
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0.18
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Second Quarter
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31.13
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25.00
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0.18
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Third Quarter
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30.83
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25.21
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0.18
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Fourth Quarter
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28.96
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24.47
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0.20
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Fiscal 2015
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Dividends
Declared
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||||||
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High
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Low
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|||||||
First Quarter
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$
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27.28
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$
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23.05
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$
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0.15
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Second Quarter
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27.95
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23.97
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0.15
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Third Quarter
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32.62
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23.92
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0.15
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Fourth Quarter
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30.50
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26.87
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0.18
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Years Ended March 31,
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2016
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2015
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2014
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2013
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2012
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(in thousands, except per share amounts)
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Statement of Operations Data:
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Net sales
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$
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317,017
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$
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313,044
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$
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320,459
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$
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364,193
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$
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384,663
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Income from continuing operations before income taxes
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26,641
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26,641
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27,700
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22,637
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25,245
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|||||
Income from continuing operations
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17,236
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16,954
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18,564
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15,588
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16,229
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Income (loss) from discontinued operations, net of tax
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—
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—
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205
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(361
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)
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(559
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)
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Net income
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17,236
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16,954
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18,769
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15,227
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15,670
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Net income (loss) per common share:
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Basic:
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Continuing operations
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$
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1.88
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$
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1.82
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$
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1.98
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$
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1.63
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$
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1.67
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Discontinued operations
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$
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—
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$
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—
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$
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0.02
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$
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(0.04
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)
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$
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(0.06
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)
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Total
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$
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1.88
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$
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1.82
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$
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2.00
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$
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1.59
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$
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1.61
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Diluted:
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Continuing operations
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$
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1.87
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$
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1.80
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$
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1.97
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$
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1.63
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$
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1.67
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Discontinued operations
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$
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—
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$
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—
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$
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0.02
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$
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(0.04
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)
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$
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(0.06
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)
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Total
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$
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1.87
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$
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1.80
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$
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1.99
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$
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1.59
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$
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1.61
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Balance Sheet Data:
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Working capital (1)
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$
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176,886
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$
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190,047
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$
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183,395
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$
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170,537
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$
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159,699
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Total assets (1)
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309,926
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309,473
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293,535
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289,180
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286,564
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Long-term debt
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—
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—
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—
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—
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—
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|||||
Stockholders’ equity
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271,490
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270,255
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257,216
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248,978
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243,203
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|||||
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Cash dividends declared per common share
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$
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0.74
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$
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0.63
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$
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0.60
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$
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0.60
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$
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0.60
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(1)
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In November 2015, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes" ("ASU 2015-17"), requiring deferred tax assets and liabilities to be classified as noncurrent assets and liabilities in the balance sheet. ASU 2015-17 is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company adopted ASU 2015-17 retrospectively as of March 31, 2016. Accordingly, working capital and total assets in the Selected Financial Data have been adjusted to give effect to the retrospective adoption of ASU 2015-17. See Note 13 to the consolidated financial statements for additional information.
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Less than 1
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1-3
|
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4-5
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After 5
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|
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||||||||||
Contractual Obligations
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Year
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Years
|
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Years
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Years
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Total
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||||||||||
Operating leases
|
$
|
5,401
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|
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$
|
8,816
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$
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5,213
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|
|
$
|
1,996
|
|
|
$
|
21,426
|
|
Other long-term obligations
(1)
|
211
|
|
|
700
|
|
|
336
|
|
|
1,028
|
|
|
2,275
|
|
|||||
Royalty obligations
(2)
|
570
|
|
|
973
|
|
|
—
|
|
|
—
|
|
|
1,543
|
|
|||||
|
$
|
6,182
|
|
|
$
|
10,489
|
|
|
$
|
5,549
|
|
|
$
|
3,024
|
|
|
$
|
25,244
|
|
(1)
|
Other long-term obligations consist primarily of postretirement medical liabilities and deferred compensation arrangements. Future timing of payments for other long-term obligations is estimated by management.
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(2)
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The Company is committed to pay guaranteed minimum royalties attributable to sales of certain intellectual property licensed products.
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Less than 1
Year
|
|
1-3
Years
|
|
4-5
Years
|
|
After 5
Years
|
|
Total
|
||||||||||
Letters of credit
|
$
|
1,570
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,570
|
|
|
Page
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Financial Statement Schedule:
|
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March 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
19,927
|
|
|
$
|
36,429
|
|
Short-term investments
|
59,806
|
|
|
69,845
|
|
||
Accounts receivable, net of allowances of $1,363 and $1,059
|
45,144
|
|
|
42,052
|
|
||
Inventories
|
73,022
|
|
|
65,491
|
|
||
Other current assets
|
12,792
|
|
|
11,235
|
|
||
Total current assets
|
210,691
|
|
|
225,052
|
|
||
Net property, plant and equipment
|
27,053
|
|
|
25,493
|
|
||
Deferred income taxes
|
3,193
|
|
|
4,957
|
|
||
Other assets:
|
|
|
|
||||
Goodwill
|
19,974
|
|
|
15,820
|
|
||
Intangible assets, net of accumulated amortization of $14,624 and $11,959
|
42,183
|
|
|
33,048
|
|
||
Other
|
6,832
|
|
|
5,103
|
|
||
Total other assets
|
68,989
|
|
|
53,971
|
|
||
Total assets
|
$
|
309,926
|
|
|
$
|
309,473
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
14,463
|
|
|
$
|
12,917
|
|
Accrued income taxes
|
—
|
|
|
745
|
|
||
Accrued payroll and other compensation
|
9,016
|
|
|
9,054
|
|
||
Accrued customer programs
|
3,275
|
|
|
4,042
|
|
||
Accrued royalties
|
1,527
|
|
|
2,362
|
|
||
Accrued other expenses
|
5,524
|
|
|
5,885
|
|
||
Total current liabilities
|
33,805
|
|
|
35,005
|
|
||
Long-term obligations
|
4,631
|
|
|
4,213
|
|
||
Commitments and contingencies (Notes 9 and 11)
|
|
|
|
||||
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 March 31, 2016 and 2015
|
1,470
|
|
|
1,470
|
|
||
Additional paid-in capital
|
56,157
|
|
|
54,399
|
|
||
Retained earnings
|
364,030
|
|
|
356,467
|
|
||
Accumulated other comprehensive loss, net of tax
|
(62
|
)
|
|
(91
|
)
|
||
Common stock in treasury, 5,670,819 and 5,359,334 shares, at cost
|
(150,105
|
)
|
|
(141,990
|
)
|
||
Total stockholders’ equity
|
271,490
|
|
|
270,255
|
|
||
Total liabilities and stockholders’ equity
|
$
|
309,926
|
|
|
$
|
309,473
|
|
|
For the Years Ended March 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
317,017
|
|
|
$
|
313,044
|
|
|
$
|
320,459
|
|
Costs and expenses
|
|
|
|
|
|
||||||
Cost of sales
|
214,746
|
|
|
211,342
|
|
|
217,303
|
|
|||
Selling, general and administrative expenses
|
76,047
|
|
|
75,062
|
|
|
75,204
|
|
|||
Interest (income) expense, net
|
(112
|
)
|
|
7
|
|
|
191
|
|
|||
Other (income) expense, net
|
(305
|
)
|
|
(8
|
)
|
|
61
|
|
|||
|
290,376
|
|
|
286,403
|
|
|
292,759
|
|
|||
Income from continuing operations before income taxes
|
26,641
|
|
|
26,641
|
|
|
27,700
|
|
|||
Income tax expense
|
9,405
|
|
|
9,687
|
|
|
9,136
|
|
|||
Income from continuing operations
|
17,236
|
|
|
16,954
|
|
|
18,564
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
205
|
|
|||
Net income
|
$
|
17,236
|
|
|
$
|
16,954
|
|
|
$
|
18,769
|
|
|
|
|
|
|
|
||||||
Net income per common share:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.88
|
|
|
$
|
1.82
|
|
|
$
|
1.98
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.02
|
|
Total
|
$
|
1.88
|
|
|
$
|
1.82
|
|
|
$
|
2.00
|
|
Diluted:
|
|
|
|
||||||||
Continuing operations
|
$
|
1.87
|
|
|
$
|
1.80
|
|
|
$
|
1.97
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.02
|
|
Total
|
$
|
1.87
|
|
|
$
|
1.80
|
|
|
$
|
1.99
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
9,147
|
|
|
9,326
|
|
|
9,389
|
|
|||
Diluted
|
9,239
|
|
|
9,410
|
|
|
9,436
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income:
|
|
|
|
|
|
||||||
Net income
|
$
|
17,236
|
|
|
$
|
16,954
|
|
|
$
|
18,769
|
|
Postretirement medical plan, net of tax
|
29
|
|
|
(72
|
)
|
|
21
|
|
|||
Comprehensive income
|
$
|
17,265
|
|
|
$
|
16,882
|
|
|
$
|
18,790
|
|
|
For the Years Ended March 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
17,236
|
|
|
$
|
16,954
|
|
|
$
|
18,769
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
8,308
|
|
|
7,878
|
|
|
7,543
|
|
|||
Accretion of investment discount
|
(329
|
)
|
|
(234
|
)
|
|
—
|
|
|||
Provision for accounts receivable allowances
|
2,712
|
|
|
2,143
|
|
|
2,862
|
|
|||
Deferred tax provision
|
1,868
|
|
|
1,666
|
|
|
2,511
|
|
|||
Gain on sale or disposal of assets
|
(120
|
)
|
|
(16
|
)
|
|
(8
|
)
|
|||
Share-based compensation expense
|
1,654
|
|
|
2,038
|
|
|
1,843
|
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(4,268
|
)
|
|
1,593
|
|
|
(3,972
|
)
|
|||
Inventories
|
(4,674
|
)
|
|
(2,903
|
)
|
|
3,346
|
|
|||
Other assets
|
(4,627
|
)
|
|
1,248
|
|
|
(1,282
|
)
|
|||
Accounts payable
|
539
|
|
|
2,253
|
|
|
(2,536
|
)
|
|||
Accrued income taxes
|
(453
|
)
|
|
821
|
|
|
(726
|
)
|
|||
Accrued expenses and long-term obligations
|
(2,723
|
)
|
|
(218
|
)
|
|
(110
|
)
|
|||
Net cash provided by operating activities-continuing operations
|
15,123
|
|
|
33,223
|
|
|
28,240
|
|
|||
Net cash used for operating activities-discontinued operations
|
—
|
|
|
(232
|
)
|
|
(410
|
)
|
|||
Net cash provided by operating activities
|
15,123
|
|
|
32,991
|
|
|
27,830
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Maturities of investment securities
|
95,000
|
|
|
30,000
|
|
|
—
|
|
|||
Purchase of held-to-maturity investment securities
|
(84,632
|
)
|
|
(69,749
|
)
|
|
(29,862
|
)
|
|||
Purchase of businesses, net of cash received of $0 and $2,778 in 2016 and 2015, respectively
|
(19,545
|
)
|
|
(15,146
|
)
|
|
—
|
|
|||
Purchase of property, plant and equipment
|
(6,411
|
)
|
|
(3,924
|
)
|
|
(5,024
|
)
|
|||
Proceeds from sale of assets
|
1,530
|
|
|
26
|
|
|
8
|
|
|||
Net cash used for investing activities-continuing operations
|
(14,058
|
)
|
|
(58,793
|
)
|
|
(34,878
|
)
|
|||
Net cash provided by investing activities-discontinued operations
|
—
|
|
|
—
|
|
|
500
|
|
|||
Net cash used for investing activities
|
(14,058
|
)
|
|
(58,793
|
)
|
|
(34,378
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Payment of financing transaction costs
|
—
|
|
|
(112
|
)
|
|
—
|
|
|||
Dividends paid
|
(6,764
|
)
|
|
(5,878
|
)
|
|
(5,637
|
)
|
|||
Purchase of treasury stock
|
(11,274
|
)
|
|
—
|
|
|
(6,634
|
)
|
|||
Proceeds from exercise of stock options
|
770
|
|
|
46
|
|
|
49
|
|
|||
Payments for tax withholding on net restricted stock settlements
|
(520
|
)
|
|
(293
|
)
|
|
(563
|
)
|
|||
Tax effect of stock awards
|
221
|
|
|
268
|
|
|
425
|
|
|||
Net cash used for financing activities
|
(17,567
|
)
|
|
(5,969
|
)
|
|
(12,360
|
)
|
|||
Net decrease in cash and cash equivalents
|
(16,502
|
)
|
|
(31,771
|
)
|
|
(18,908
|
)
|
|||
Cash and cash equivalents at beginning of period
|
36,429
|
|
|
68,200
|
|
|
87,108
|
|
|||
Cash and cash equivalents at end of period
|
$
|
19,927
|
|
|
$
|
36,429
|
|
|
$
|
68,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2013
|
—
|
|
|
$
|
—
|
|
|
14,703,084
|
|
|
$
|
1,470
|
|
|
$
|
49,884
|
|
|
$
|
338,464
|
|
|
$
|
(40
|
)
|
|
(5,235,312
|
)
|
|
$
|
(140,800
|
)
|
|
$
|
248,978
|
|
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,843
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,843
|
|
|||||||
Issuance of common stock upon exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,044
|
)
|
|
—
|
|
|
59,793
|
|
|
2,093
|
|
|
49
|
|
|||||||
Issuance of common stock under equity plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,083
|
)
|
|
—
|
|
|
39,928
|
|
|
1,520
|
|
|
(563
|
)
|
|||||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(272,655
|
)
|
|
(6,634
|
)
|
|
(6,634
|
)
|
|||||||
Tax effect of stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
425
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
425
|
|
|||||||
Reduction of deferred tax assets due to expired stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|||||||
Cash dividends ($.60 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,637
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,637
|
)
|
|||||||
Postretirement medical plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,769
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,769
|
|
|||||||
Balance, March 31, 2014
|
—
|
|
|
—
|
|
|
14,703,084
|
|
|
1,470
|
|
|
52,117
|
|
|
347,469
|
|
|
(19
|
)
|
|
(5,408,246
|
)
|
|
(143,821
|
)
|
|
257,216
|
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,038
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,038
|
|
|||||||
Issuance of common stock upon exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(760
|
)
|
|
—
|
|
|
22,899
|
|
|
806
|
|
|
46
|
|
|||||||
Issuance of common stock under equity plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,318
|
)
|
|
—
|
|
|
26,013
|
|
|
1,025
|
|
|
(293
|
)
|
|||||||
Tax effect of stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
268
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
268
|
|
|||||||
Reduction of deferred tax assets due to expired stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|||||||
Cash dividends ($.63 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,878
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,878
|
)
|
|||||||
Postretirement medical plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
—
|
|
|
(72
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,954
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,954
|
|
|||||||
Balance, March 31, 2015
|
—
|
|
|
—
|
|
|
14,703,084
|
|
|
1,470
|
|
|
54,399
|
|
|
356,467
|
|
|
(91
|
)
|
|
(5,359,334
|
)
|
|
(141,990
|
)
|
|
270,255
|
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,654
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,654
|
|
|||||||
Issuance of common stock upon exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(895
|
)
|
|
—
|
|
|
47,560
|
|
|
1,665
|
|
|
770
|
|
|||||||
Issuance of common stock under equity plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,014
|
)
|
|
—
|
|
|
38,744
|
|
|
1,494
|
|
|
(520
|
)
|
|||||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(397,789
|
)
|
|
(11,274
|
)
|
|
(11,274
|
)
|
|||||||
Tax effect of stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221
|
|
|||||||
Reduction of deferred tax assets due to expired stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
|||||||
Cash dividends ($.74 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,764
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,764
|
)
|
|||||||
Postretirement medical plan, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,236
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,236
|
|
|||||||
Balance, March 31, 2016
|
—
|
|
|
$
|
—
|
|
|
14,703,084
|
|
|
$
|
1,470
|
|
|
$
|
56,157
|
|
|
$
|
364,030
|
|
|
$
|
(62
|
)
|
|
(5,670,819
|
)
|
|
$
|
(150,105
|
)
|
|
$
|
271,490
|
|
|
March 31,
|
||||||
|
2016
|
|
2015
|
||||
Land
|
$
|
2,508
|
|
|
$
|
2,508
|
|
Buildings, leasehold interests and improvements
|
34,317
|
|
|
35,664
|
|
||
Machinery, equipment and other
|
87,675
|
|
|
88,148
|
|
||
|
124,500
|
|
|
126,320
|
|
||
Less – Accumulated depreciation and amortization
|
(97,447
|
)
|
|
(100,827
|
)
|
||
Net property, plant and equipment
|
$
|
27,053
|
|
|
$
|
25,493
|
|
Buildings, leasehold interests and improvements
|
|
|
Lease term to 45 years
|
|
Machinery, equipment and other
|
|
|
3 to 15 years
|
|
|
For the Years Ended March 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands, except per share amounts)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
17,236
|
|
|
$
|
16,954
|
|
|
$
|
18,564
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
205
|
|
|||
Net income
|
$
|
17,236
|
|
|
$
|
16,954
|
|
|
$
|
18,769
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares outstanding for basic income per common share
|
9,147
|
|
|
9,326
|
|
|
9,389
|
|
|||
Effect of dilutive stock options
|
92
|
|
|
84
|
|
|
47
|
|
|||
Adjusted weighted average shares outstanding for diluted income per common share
|
9,239
|
|
|
9,410
|
|
|
9,436
|
|
|||
Basic:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.88
|
|
|
$
|
1.82
|
|
|
$
|
1.98
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.02
|
|
Total
|
$
|
1.88
|
|
|
$
|
1.82
|
|
|
$
|
2.00
|
|
Diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.87
|
|
|
$
|
1.80
|
|
|
$
|
1.97
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.02
|
|
Total
|
$
|
1.87
|
|
|
$
|
1.80
|
|
|
$
|
1.99
|
|
|
For the Years Ended March 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
210
|
|
|
$
|
254
|
|
|
$
|
289
|
|
Income taxes
|
$
|
9,736
|
|
|
$
|
6,215
|
|
|
$
|
9,112
|
|
|
|
|
|
|
|
||||||
Details of acquisitions:
|
|
|
|
|
|
||||||
Fair value of assets acquired
|
$
|
20,796
|
|
|
$
|
18,128
|
|
|
$
|
—
|
|
Liabilities assumed
|
1,251
|
|
|
204
|
|
|
—
|
|
|||
Net assets acquired
|
19,545
|
|
|
17,924
|
|
|
—
|
|
|||
Less cash acquired
|
—
|
|
|
2,778
|
|
|
—
|
|
|||
Net cash paid for acquisitions
|
$
|
19,545
|
|
|
$
|
15,146
|
|
|
$
|
—
|
|
Accounts receivable
|
$
|
1,536
|
|
Inventory
|
2,915
|
|
|
Other assets
|
203
|
|
|
Total current assets
|
4,654
|
|
|
Property, plant and equipment
|
267
|
|
|
Intangible assets
|
11,800
|
|
|
Goodwill
|
4,075
|
|
|
Total assets acquired
|
20,796
|
|
|
Current liabilities
|
1,051
|
|
|
Other long-term obligations
|
200
|
|
|
Total liabilities assumed
|
1,251
|
|
|
Net assets acquired
|
$
|
19,545
|
|
|
Revenue
|
|
Earnings
|
||||
Supplemental pro forma for the year ended March 31, 2016
|
$
|
331,075
|
|
|
$
|
18,508
|
|
Supplemental pro forma for the year ended March 31, 2015
|
$
|
332,109
|
|
|
$
|
18,149
|
|
Cash
|
$
|
2,778
|
|
Accounts receivable
|
1,545
|
|
|
Inventory
|
3,336
|
|
|
Other assets
|
38
|
|
|
Total current assets
|
7,697
|
|
|
Property, plant and equipment
|
543
|
|
|
Intangible assets
|
8,590
|
|
|
Goodwill
|
1,298
|
|
|
Total assets acquired
|
18,128
|
|
|
Current liabilities
|
204
|
|
|
Total liabilities assumed
|
204
|
|
|
Net assets acquired
|
$
|
17,924
|
|
Balance as of March 31, 2014
|
$
|
14,522
|
|
Acquisition of Carson & Gebel
|
553
|
|
|
Acquisition of Hollywood Ribbon
|
745
|
|
|
Balance as of March 31, 2015
|
15,820
|
|
|
Acquisition of Blumenthal
|
4,075
|
|
|
Increase in goodwill - Hollywood Ribbon
|
79
|
|
|
Balance as of March 31, 2016
|
$
|
19,974
|
|
|
Tradenames and Trademarks
|
|
Customer Relationships
|
|
Patents
|
|
Covenant Not to Compete
|
||||||||
Balance as of March 31, 2014
|
$
|
12,793
|
|
|
$
|
22,057
|
|
|
$
|
1,193
|
|
|
$
|
—
|
|
Acquisition of Carson & Gebel
|
160
|
|
|
1,300
|
|
|
—
|
|
|
160
|
|
||||
Acquisition of Hollywood Ribbon
|
—
|
|
|
6,600
|
|
|
—
|
|
|
370
|
|
||||
Write-off of patent
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
||||
Balance as of March 31, 2015
|
$
|
12,953
|
|
|
$
|
29,957
|
|
|
$
|
1,164
|
|
|
$
|
530
|
|
Acquisition of Blumenthal
|
2,600
|
|
|
9,200
|
|
|
—
|
|
|
—
|
|
||||
Balance as of March 31, 2016
|
$
|
15,553
|
|
|
$
|
39,157
|
|
|
$
|
1,164
|
|
|
$
|
530
|
|
|
March 31, 2016
|
|
March 31, 2015
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Tradenames and trademarks
|
$
|
15,553
|
|
|
$
|
—
|
|
|
$
|
12,953
|
|
|
$
|
—
|
|
Customer relationships
|
39,157
|
|
|
13,444
|
|
|
29,957
|
|
|
11,031
|
|
||||
Patents
|
1,164
|
|
|
708
|
|
|
1,164
|
|
|
592
|
|
||||
Trademarks
|
403
|
|
|
333
|
|
|
403
|
|
|
303
|
|
||||
Covenants not to compete
|
530
|
|
|
139
|
|
|
530
|
|
|
33
|
|
||||
|
$
|
56,807
|
|
|
$
|
14,624
|
|
|
$
|
45,007
|
|
|
$
|
11,959
|
|
Fiscal 2016
|
$
|
3,212
|
|
Fiscal 2017
|
3,212
|
|
|
Fiscal 2018
|
3,188
|
|
|
Fiscal 2019
|
3,144
|
|
|
Fiscal 2020
|
2,956
|
|
|
Number
of Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual Life
|
|
Aggregate
Intrinsic
Value
|
|||||
|
|
|
|
|
|
|
(in thousands)
|
|||||
Outstanding at April 1, 2015
|
436,600
|
|
|
$
|
23.84
|
|
|
|
|
|
||
Granted
|
158,100
|
|
|
27.87
|
|
|
|
|
|
|||
Exercised
|
(58,525
|
)
|
|
18.29
|
|
|
|
|
|
|||
Forfeited/canceled
|
(27,500
|
)
|
|
31.03
|
|
|
|
|
|
|||
Outstanding at March 31, 2016
|
508,675
|
|
|
$
|
25.34
|
|
|
4.5 years
|
|
$
|
1,926
|
|
Exercisable at March 31, 2016
|
108,624
|
|
|
$
|
20.27
|
|
|
2.4 years
|
|
$
|
961
|
|
Expected to vest at March 31, 2016
|
331,334
|
|
|
$
|
26.55
|
|
|
5.1 years
|
|
$
|
841
|
|
|
For the Years Ended March 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Expected dividend yield at time of grant
|
2.58
|
%
|
|
2.33
|
%
|
|
2.02
|
%
|
Expected stock price volatility
|
37
|
%
|
|
48
|
%
|
|
52
|
%
|
Risk-free interest rate
|
1.92
|
%
|
|
1.45
|
%
|
|
0.94
|
%
|
Expected life of option (in years)
|
4.6
|
|
|
4.8
|
|
|
4.8
|
|
|
For the Years Ended March 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Expected dividend yield at time of grant
|
2.60
|
%
|
|
2.38
|
%
|
|
2.04
|
%
|
Expected stock price volatility
|
37
|
%
|
|
39
|
%
|
|
40
|
%
|
Risk-free interest rate
|
1.29
|
%
|
|
1.17
|
%
|
|
0.66
|
%
|
|
For the Years Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Benefit obligation at beginning of year
|
$
|
883
|
|
|
$
|
804
|
|
Interest cost
|
32
|
|
|
35
|
|
||
Actuarial (gain) loss
|
(39
|
)
|
|
111
|
|
||
Benefits paid
|
(60
|
)
|
|
(67
|
)
|
||
Benefit obligation at end of year
|
$
|
816
|
|
|
$
|
883
|
|
|
For the Years Ended March 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
U.S. federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, less federal benefit
|
1.9
|
|
|
1.8
|
|
|
1.9
|
|
Changes in tax reserves and valuation allowance
|
0.7
|
|
|
0.7
|
|
|
1.6
|
|
Permanent book/tax differences (primarily §199 deduction)
|
(2.4
|
)
|
|
(0.9
|
)
|
|
(2.2
|
)
|
Other, net
|
0.1
|
|
|
(0.2
|
)
|
|
(3.3
|
)
|
|
35.3
|
%
|
|
36.4
|
%
|
|
33.0
|
%
|
|
March 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred income tax assets:
|
|
|
|
||||
Accounts receivable
|
$
|
85
|
|
|
$
|
63
|
|
Inventories
|
2,681
|
|
|
3,311
|
|
||
Accrued expenses
|
2,519
|
|
|
2,791
|
|
||
State net operating loss and credit carryforwards
|
8,547
|
|
|
8,597
|
|
||
Share-based compensation
|
2,358
|
|
|
2,259
|
|
||
Intangibles
|
—
|
|
|
949
|
|
||
|
16,190
|
|
|
17,970
|
|
||
Valuation allowance
|
(8,468
|
)
|
|
(8,625
|
)
|
||
|
7,722
|
|
|
9,345
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Intangibles
|
136
|
|
|
—
|
|
||
Property, plant and equipment
|
1,786
|
|
|
725
|
|
||
Unremitted earnings of foreign subsidiaries
|
2,333
|
|
|
3,418
|
|
||
Other
|
274
|
|
|
245
|
|
||
|
4,529
|
|
|
4,388
|
|
||
Net deferred income tax asset
|
$
|
3,193
|
|
|
$
|
4,957
|
|
|
March 31,
|
||||||
|
2016
|
|
2015
|
||||
Gross unrecognized tax benefits at April 1
|
$
|
1,607
|
|
|
$
|
1,438
|
|
Additions based on tax positions related to the current year
|
157
|
|
|
169
|
|
||
Gross unrecognized tax benefits at March 31
|
$
|
1,764
|
|
|
$
|
1,607
|
|
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
|
2017
|
$
|
5,401
|
|
2018
|
4,946
|
|
|
2019
|
3,870
|
|
|
2020
|
3,234
|
|
|
2021
|
1,979
|
|
|
Thereafter
|
1,996
|
|
|
Total
|
$
|
21,426
|
|
|
March 31, 2016
|
|
Quoted Prices
In Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
$
|
278
|
|
|
$
|
278
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash surrender value of life insurance policies
|
1,153
|
|
|
—
|
|
|
1,153
|
|
|
—
|
|
||||
Total assets
|
$
|
1,431
|
|
|
$
|
278
|
|
|
$
|
1,153
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plans
|
$
|
278
|
|
|
$
|
278
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total liabilities
|
$
|
278
|
|
|
$
|
278
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
March 31, 2015
|
|
Quoted Prices
In Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
$
|
838
|
|
|
$
|
838
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash surrender value of life insurance policies
|
1,116
|
|
|
—
|
|
|
1,116
|
|
|
—
|
|
||||
Total assets
|
$
|
1,954
|
|
|
$
|
838
|
|
|
$
|
1,116
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plans
|
$
|
838
|
|
|
$
|
838
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total liabilities
|
$
|
838
|
|
|
$
|
838
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2016
|
Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Net sales
|
$
|
44,228
|
|
|
$
|
111,477
|
|
|
$
|
104,568
|
|
|
$
|
56,744
|
|
Gross profit
|
$
|
12,442
|
|
|
$
|
37,791
|
|
|
$
|
35,188
|
|
|
$
|
16,850
|
|
Net (loss) income
|
$
|
(3,068
|
)
|
|
$
|
11,229
|
|
|
$
|
9,664
|
|
|
$
|
(589
|
)
|
Net (loss) income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic (1)
|
$
|
(0.33
|
)
|
|
$
|
1.23
|
|
|
$
|
1.07
|
|
|
$
|
(0.06
|
)
|
Diluted (1)
|
$
|
(0.33
|
)
|
|
$
|
1.22
|
|
|
$
|
1.06
|
|
|
$
|
(0.06
|
)
|
2015
|
Quarters
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Net sales
|
$
|
48,257
|
|
|
$
|
106,092
|
|
|
$
|
104,993
|
|
|
$
|
53,702
|
|
Gross profit
|
$
|
14,599
|
|
|
$
|
35,397
|
|
|
$
|
36,323
|
|
|
$
|
15,383
|
|
Net (loss) income
|
$
|
(1,325
|
)
|
|
$
|
9,847
|
|
|
$
|
9,768
|
|
|
$
|
(1,336
|
)
|
Net (loss) income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic (1)
|
$
|
(0.14
|
)
|
|
$
|
1.06
|
|
|
$
|
1.05
|
|
|
$
|
(0.14
|
)
|
Diluted (1)
|
$
|
(0.14
|
)
|
|
$
|
1.05
|
|
|
$
|
1.04
|
|
|
$
|
(0.14
|
)
|
(1)
|
Net (loss) income per common share amounts for each quarter are required to be computed independently and, when aggregated, may not equal the amount computed for the total year.
|
(a)
|
Following is a list of documents filed as part of this report:
|
1.
|
Financial Statements
|
2.
|
Financial Statement Schedules
|
3.
|
Exhibits required by Item 601 of Regulation S-K, Including Those Incorporated by Reference (all of which are filed under Commission file number 1-2661)
|
3.1
|
Restated Certificate of Incorporation filed December 5, 1990 (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2006).
|
3.2
|
Amendment to Restated Certificate of Incorporation filed May 8, 1992 (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2006).
|
3.3
|
Certificate eliminating Class 2, Series A, $1.35 Preferred stock filed September 27, 1991 (incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2006).
|
3.4
|
Certificate eliminating Class 1, Series B, Convertible Preferred Stock filed January 28, 1993 (incorporated by reference to Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2006).
|
3.5
|
Amendment to Restated Certificate of Incorporation filed August 4, 2004 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q dated November 8, 2004).
|
3.6
|
Restated Certificate of Incorporation, as amended to date (as last amended August 4, 2004) (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q dated November 8, 2004).
|
3.7
|
Bylaws of CSS Industries, Inc., as amended to date (as last amended July 28, 2015) (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q dated October 27, 2015).
|
10.1
|
Credit Agreement dated March 17, 2011 among CSS Industries, Inc., as borrower, certain subsidiaries of CSS Industries, Inc., as guarantors, Wells Fargo Bank, National Association, as administrative agent and as a lender, and Citizens Bank of Pennsylvania, as a lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 23, 2011).
|
10.2
|
Amendment No. 1 to Credit Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on January 28, 2014).
|
10.3
|
Amendment No. 2 to Credit Agreement dated March 17, 2011 among CSS Industries, Inc., as borrower, certain subsidiaries of CSS Industries, Inc., as guarantors, Wells Fargo Bank, National Association, as administrative agent and as a lender, and Citizens Bank of Pennsylvania, as a lender (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on March 25, 2014).
|
10.4
|
Employment Agreement dated as of May 12, 2006 between CSS Industries, Inc. and Christopher J. Munyan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q dated August 9, 2006).
|
10.5
|
Amendment to Employment Agreement dated as of September 5, 2008 between CSS Industries, Inc. and Christopher J. Munyan (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q dated October 30, 2008).
|
10.6
|
Amendment dated December 26, 2008 to Employment Agreement between CSS Industries, Inc. and Christopher J. Munyan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q dated February 5, 2009).
|
10.7
|
Amendment dated March 19, 2013 to Employment Agreement between CSS Industries, Inc. and Christopher J. Munyan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 25, 2013).
|
10.8
|
2004 Equity Compensation Plan (as amended through July 31, 2008) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated July 31, 2008).
|
10.9
|
Amendment 2011-1 to the CSS Industries, Inc. 2004 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 31, 2011).
|
10.10
|
Form of Grant Instrument for Performance-Based Non-Qualified Stock Options issued under the 2004 Equity Compensation Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 5, 2011).
|
10.11
|
Form of Grant Instrument for Performance-Based Stock Bonus Awards of Restricted Stock Units issued under the 2004 Equity Compensation Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on August 5, 2011).
|
10.12
|
Nonqualified Supplemental Executive Retirement Plan Covering Officer-Employees of CSS Industries, Inc. and its Subsidiaries (Amended and Restated, Effective as of January 1, 2009) (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q dated February 5, 2009).
|
10.13
|
CSS Industries, Inc. Change of Control Severance Pay Plan for Executive Management effective May 27, 2009 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 2, 2009).
|
10.14
|
Amendment 2012-1 to CSS Industries, Inc. Change of Control Severance Pay Plan for Executive Management (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 26, 2012).
|
10.15
|
Amendment 2015-1 to CSS Industries, Inc. Change of Control Severance Pay Plan for Executive Management (incorporated by reference to Exhibit 10.28 to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2015).
|
10.16
|
CSS Industries, Inc. 2011 Stock Option Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 5, 2011).
|
10.17
|
Form of Stock Option Agreement for grants under the CSS Industries, Inc. 2011 Stock Option Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on February 8, 2012).
|
10.18
|
Employment Agreement between Jack Farber and CSS Industries, Inc. dated December 5, 2012 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 10, 2012).
|
10.19
|
Amendment dated March 18, 2014 to Employment Agreement between CSS Industries, Inc. and Jack Farber (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on March 24, 2014).
|
10.20
|
CSS Industries, Inc. Management Incentive Program (as amended and restated effective as of March 19, 2013) (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on March 25, 2013).
|
10.21
|
CSS Industries, Inc. FY 2016 Management Incentive Program Criteria (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed on July 28, 2015).
|
*10.22
|
CSS Industries, Inc. FY 2017 Management Incentive Program Criteria.
|
*10.23
|
CSS Industries, Inc. Severance Pay Plan for Senior Management and Summary Plan Description (as amended through March 23, 2016).
|
10.24
|
CSS Industries, Inc. 2013 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on October 30, 2013).
|
10.25
|
Form of Grant Instrument for Performance-Based Non-Qualified Stock Options issued under the 2013 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 23, 2014).
|
10.26
|
Form of Grant Instrument for Performance-Based Restricted Stock Units issued under the 2013 Equity Compensation Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on May 23, 2014).
|
10.27
|
Form of Grant Instrument for Service-Based Non-Qualified Stock Options issued under the 2013 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 22, 2015).
|
*10.28
|
Employment Agreement between CSS Industries, Inc. (as successor in interest to Lion Ribbon Company, LLC) and Carey Edwards dated as of April 1, 2012.
|
*10.29
|
Amendment dated as of March 18, 2014 to Employment Agreement between CSS Industries, Inc. (as successor in interest to Lion Ribbon Company, LLC) and Carey Edwards.
|
*10.30
|
Amendment dated as of March 23, 2016 to Employment Agreement between CSS Industries, Inc. (as successor in interest to Lion Ribbon Company, LLC) and Carey Edwards.
|
10.31
|
Restricted Stock Unit Award Agreement dated August 11, 2015 between CSS Industries, Inc. and Rebecca Matthias (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report of Form 10-Q filed on October 27, 2015).
|
21.
|
List of Significant Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2013).
|
*23.
|
Consent of Independent Registered Public Accounting Firm.
|
*31.1
|
Certification of the Chief Executive Officer of CSS Industries, Inc. required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
*31.2
|
Certification of the Chief Financial Officer of CSS Industries, Inc. required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
*32.1
|
Certification of the Chief Executive Officer of CSS Industries, Inc. required by Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
|
*32.2
|
Certification of the Chief Financial Officer of CSS Industries, Inc. required by Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
|
|
*
|
Filed or furnished with this Annual Report on Form 10-K.
|
|
|
Balance
|
|
Charged
|
|
|
|
|
|
|
||||||||
|
|
at
|
|
to Costs
|
|
|
|
Balance
|
|
|
||||||||
|
|
Beginning
|
|
and
|
|
|
|
At End of
|
|
|
||||||||
|
|
of Period
|
|
Expenses
|
|
Deductions
|
|
Period
|
|
|
||||||||
Year ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable allowances
|
|
$
|
1,059
|
|
|
$
|
2,712
|
|
|
$
|
2,408
|
|
|
$
|
1,363
|
|
|
|
Accrued customer programs
|
|
4,042
|
|
|
6,423
|
|
|
7,190
|
|
|
3,275
|
|
|
|
||||
Accrued restructuring expenses
|
|
32
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
|
||||
Year ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable allowances
|
|
$
|
1,669
|
|
|
$
|
2,143
|
|
|
$
|
2,753
|
|
|
$
|
1,059
|
|
|
|
Accrued customer programs
|
|
4,820
|
|
|
9,030
|
|
|
9,808
|
|
|
4,042
|
|
|
|
||||
Accrued restructuring expenses
|
|
224
|
|
|
—
|
|
|
192
|
|
|
32
|
|
|
(a)
|
||||
Year ended March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable allowances
|
|
$
|
2,009
|
|
|
$
|
2,862
|
|
|
$
|
3,202
|
|
|
$
|
1,669
|
|
|
|
Accrued customer programs
|
|
4,015
|
|
|
9,424
|
|
|
8,619
|
|
|
4,820
|
|
|
|
||||
Accrued restructuring expenses
|
|
1,900
|
|
|
—
|
|
|
1,676
|
|
|
224
|
|
|
(a)
|
Notes:
|
|
(a)
|
Classified in accrued other expenses in the accompanying consolidated balance sheet as of March 31, 2015 and 2014.
|
|
|
|
|
|
|
|
|
|
|
CSS INDUSTRIES, INC.
|
|
|
|
|
|
Registrant
|
|
|
|
|
|
||
Dated: May 25, 2016
|
|
|
|
By
|
/s/ Christopher J. Munyan
|
|
|
|
|
Christopher J. Munyan, President and Chief Executive Officer
|
|
|
|
|
|
(principal executive officer)
|
|
|
|||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
|||||
|
|
|
|||
Dated: May 25, 2016
|
|
|
|
/s/ Christopher J. Munyan
|
|
|
|
|
|
Christopher J. Munyan, President and Chief Executive Officer
|
|
|
|
|
|
(principal executive officer and a director)
|
|
|
|
|
|||
Dated: May 25, 2016
|
|
|
|
/s/ Vincent A. Paccapaniccia
|
|
|
|
|
|
Vincent A. Paccapaniccia, Executive Vice President—Finance and Chief Financial Officer
|
|
|
|
|
|
(principal financial and accounting officer)
|
|
|
|
|
|||
Dated: May 25, 2016
|
|
|
|
/s/ Scott A. Beaumont
|
|
|
|
|
|
Scott A. Beaumont, Director
|
|
|
|
|
|||
Dated: May 25, 2016
|
|
|
|
/s/ Robert Chappell
|
|
|
|
|
|
Robert Chappell, Director
|
|
|
|
|
|||
Dated: May 25, 2016
|
|
|
|
/s/ Elam M. Hitchner, III
|
|
|
|
|
|
Elam M. Hitchner, III, Director
|
|
|
|
|
|||
Dated: May 25, 2016
|
|
|
|
/s/ Rebecca C. Matthias
|
|
|
|
|
|
Rebecca C. Matthias, Director
|
|
|
|||||
Dated: May 25, 2016
|
|
|
|
/s/ William Rulon-Miller
|
|
|
|
|
|
William Rulon-Miller, Director
|
|
Guideline
|
|
Base Salary
|
|
Target Index
|
|
|
Percentage
|
*
|
as of
4/1/16
|
=
|
Amount
|
|
|
15%
|
*
|
$40,000
|
=
|
$6,000
|
|
(i)
|
80% of the Target Index Amount will be allocated based upon the actual level of EPS achievement compared to the minimum and targeted EPS levels established by the Committee (the “EPS Component”). If a minimum level of EPS is not achieved, no Award will be paid; and
|
(ii)
|
20% of the Target Index Amount will be at the sole discretion of the Committee and may be based upon, among other things, the applicable Participant’s achievement of his or her performance goals and/or CSS’ achievement of its corporate goals (the “Discretionary Component”).
|
1.
|
Plan Name:
CSS Industries, Inc. Severance Pay Plan for Senior Management
|
2.
|
Plan Number:
506
|
3.
|
Plan Sponsor:
CSS Industries, Inc.
|
4.
|
Employer Identification Number:
13-1920657
|
5.
|
Type of Plan:
Welfare Benefit – Severance Pay Plan
|
6.
|
Plan Administrator:
Severance Plan Administrative Committee
|
7.
|
Agent for Service of Legal Process:
The Plan Administrator at the address above.
|
8.
|
Sources of Contributions:
The Plan is unfunded and CSS and the Participating Subsidiaries pay the cost of coverage from their assets.
|
9.
|
Type of Administration:
The Plan is administered by the Plan Administrator with benefits provided in accordance with the provisions of this Plan document.
|
10.
|
Recordkeeping:
The Plan and its records are kept on a fiscal year basis, April 1 through March 31.
|
11.
|
Participating Subsidiaries:
The subsidiaries and affiliates of CSS that participate in the Plan are identified in the attached
Exhibit B
.
|
1.
|
You voluntary resign, including retirement, for any reason or no reason.
|
2.
|
You are discharged involuntarily for violation of Employer rules, or for Cause, or the Employer discovers following your Employment Termination Date that you engaged in conduct that constitutes Cause during or after your employment with the Employer.
|
3.
|
You are terminated by your Employer after you are offered a Comparable Job and you refuse to accept the Comparable Job.
|
4.
|
You are covered by an individual employment agreement or other agreement that provides severance in excess of the amount you would be eligible to receive under the Plan.
|
5.
|
Prior to or on your last day of scheduled employment, you die or prior to notification of an Employment Termination Date, you experience a physical or mental condition entitling you to any sick pay, disability or workers compensation.
|
1.
|
The Employer determines that you engaged in any of the actions defined above as “Cause,” even if such determination is made following your Employment Termination Date.
|
2.
|
You breach any term of your Release, post-employment agreement, or other agreement relating to your employment.
|
a.
|
be in writing or in electronic form,
|
b.
|
be written in a manner calculated to be understood by the claimant, and
|
c.
|
in the case of an adverse benefit determination:
|
a.
|
set forth the specific reason(s) for the denial of benefits;
|
b.
|
contain specific references to Plan provisions on which the denial is based;
|
c.
|
describe any additional material and information, if any, necessary for the claim for benefits to be perfected, and an explanation of why such material or information is necessary; and
|
d.
|
describe the Plan’s review procedures and the time limits applicable to such procedures, and include a statement of the claimant’s right to bring a civil action under section 502(a) of the ERISA following an adverse benefit determination on review.
|
i.
|
the specific reason(s) for the adverse benefit determination;
|
ii.
|
the specific Plan provisions on which the decision was based;
|
iii.
|
the claimant’s right to receive, upon request and free of charge, and reasonable access to, copies of all documents, records and other information relevant to such claim; and
|
iv.
|
a statement describing any voluntary appeals procedures offered by the Plan, the claimant’s right to obtain information about such procedures, and a statement of the claimant’s right to bring an action under section 502(a) of ERISA.
|
•
|
Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the Plan, including a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.
|
•
|
Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Plan Administrator may make a reasonable charge for the copies.
|
Years of Continuous Service
|
Number of Weeks of Severance Pay
|
0 up to 2 years
|
26
|
Over 2 years up to 5 years
|
39
|
Over 5 years
|
52 (The maximum allowance)
|
Years of Continuous Service
|
Number of Weeks of Severance Pay
|
0 up to 2 years
|
12
|
Over 2 years up to 5 years
|
26
|
Over 5 years up to 10 years
|
39
|
Over 10 years
|
52 (The maximum allowance)
|
1.
|
I have reviewed this annual report on Form 10-K of CSS Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Christopher J. Munyan
|
Christopher J. Munyan,
President and Chief Executive Officer
(principal executive officer)
|
1.
|
I have reviewed this annual report on Form 10-K of CSS Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Vincent A. Paccapaniccia
|
Vincent A. Paccapaniccia,
Executive Vice President – Finance and Chief Financial Officer
(principal financial officer)
|
|
/s/ Christopher J. Munyan
|
Christopher J. Munyan
|
President and Chief Executive Officer
|
(principal executive officer)
|
|
/s/ Vincent A. Paccapaniccia
|
Vincent A. Paccapaniccia
|
Executive Vice President – Finance and Chief Financial Officer
|
(principal financial officer)
|