SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 2018 refers to the fiscal year ended March 31, 2018 . 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 gift packaging items such as ribbon, bows, greeting cards, wrapping paper, bags, boxes, 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 (formerly described by the Company as its celebrations 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, stickers and other items that commemorate life's celebrations. Products in this category are primarily sold into mass and specialty retailers, floral and packaging wholesalers and distributors, and are generally ordered on a replenishment basis throughout the year. Craft The craft category includes ribbons, trims, buttons, sewing patterns, knitting needles, needle arts and kids crafts. These products are sold to mass market and specialty 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, packaged and/or warehoused in facilities located in the United States, the United Kingdom and Australia, with the remainder purchased primarily from manufacturers in Asia and Mexico. 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. As further discussed in Note 2 to the consolidated financial statements, the Company acquired substantially all of the net assets and business of Simplicity Creative Group ("Simplicity") on November 3, 2017. Of its 2,000 employees (increasing to approximately 2,075 as seasonal employees are added), there are 80 employees that are represented by a labor union. The collective bargaining agreement with the labor union representing the production and maintenance employees in Hagerstown, Maryland remains in effect until December 31, 2020 . Historically, we have been successful in renegotiating expiring agreements without any disruption of operating activities. Foreign Currency Translation and Transactions The Company's foreign subsidiaries 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 goodwill and other intangible and long-lived assets, income tax accounting and resolution of litigation and other proceedings. Actual results could differ from these estimates. Short-Term Investments The Company categorized and accounted for its short-term investment holdings as held-to-maturity securities. Held-to-maturity securities were recorded at amortized cost which approximated fair market value at March 31, 2017 . This categorization was based upon the Company's positive intent and ability to hold these securities until maturity. Short-term investments at March 31, 2017 consisted of commercial paper with an amortized cost of $19,931,000 and matured in fiscal 2018 . There were no short-term investments at March 31, 2018 . 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 $98,000 and $134,000 at March 31, 2018 and 2017 , respectively. Had all inventories been valued at the lower of FIFO cost or market, inventories would have been greater by $524,000 and $578,000 at March 31, 2018 and 2017 , respectively. Inventories consisted of the following (in thousands): March 31, 2018 2017 Raw material $ 11,602 $ 11,210 Work-in-process 17,809 18,316 Finished goods 73,025 75,732 $ 102,436 $ 105,258 Finished goods inventory includes $ 18,720,000 and $ 18,417,000 of inventory on consignment at March 31, 2018 and 2017 , respectively. In connection with the acquisition of McCall on December 13, 2016 and the acquisition of Simplicity on November 3, 2017, there was a step-up to fair value of the inventory acquired of $ 21,773,000 and $ 10,214,000 , respectively, recorded at the dates of 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, 2018 and 2017 was $ 10,683,000 and $18,187,000 , respectively. The Company expects the acquired McCall inventory to be sold through the second quarter of fiscal 2019 and 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 and Simplicity acquisitions. Property, Plant and Equipment Property, plant and equipment are stated at cost and include the following (in thousands): March 31, 2018 2017 Land $ 7,100 $ 5,838 Buildings, leasehold interests and improvements 45,164 40,661 Machinery, equipment and other 104,497 89,917 156,761 136,416 Less – Accumulated depreciation and amortization (104,635 ) (100,652 ) Net property, plant and equipment $ 52,126 $ 35,764 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. With the acquisition of McCall, there were assets acquired under capital lease obligations. Depreciation expense was $6,455,000 , $5,173,000 and $5,643,000 for the years ended March 31, 2018 , 2017 and 2016 , 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 Goodwill, Other Intangible Assets and Property, Plant and Equipment When a company is acquired, the difference between the fair value of its net assets, including intangibles, and the purchase price is recorded as goodwill. Goodwill is subject to an assessment for impairment which must be performed at least annually or more frequently if events or circumstances indicate that goodwill might be impaired. Effective April 1, 2017, the Company early adopted Accounting Standards Update 2017-04, "Simplifying the Test for Goodwill Impairment," ("ASU 2017-04"), which replaced the two-step impairment test for goodwill with a one-step test that both identifies and measures goodwill impairment. Under ASU 2017-04, entities still have the option to assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is not necessary. However, if an entity concludes otherwise, then it is required to perform the quantitative goodwill impairment test, which identifies both the existence of impairment and the amount of impairment loss by comparing the fair value of the reporting unit with its carrying value. If the carrying amount of the reporting unit exceeds the fair value, an impairment loss shall be recognized in an amount equal to that excess. Additionally, an entity shall consider the income tax effect from any tax deductible goodwill on the carrying value of the reporting unit when measuring the impairment loss. The Company uses a dual approach including both a market approach and an income approach. The market approach computes fair value using a multiple of earnings before interest, income taxes, depreciation and amortization which was developed considering both the multiples of recent transactions as well as trading multiples of consumer products companies. The income approach is based on the present value of discounted cash flows and a terminal value projected for the reporting unit. The income approach requires significant judgments including the Company’s projected net cash flows, the weighted average cost of capital (“WACC”) used to discount the cash flows and terminal value assumptions. The projected net cash flows are derived using the next fiscal year budget and multi-year strategic plan of the Company for the reporting unit. The WACC rate is based on an average of the capital structure, cost of capital and inherent business risk profiles of the Company. Additionally, the Company uses quoted market prices in active markets as the basis for measurement of fair value with consideration given to a control premium. We believe the use of multiple valuation techniques results in a more accurate indicator of the fair value of each reporting unit. The Company then corroborates the reasonableness of the total fair value of the reporting units by reconciling the aggregate fair values of the reporting units to the Company’s total market capitalization adjusted to include an estimated control premium. The estimated control premium is derived from reviewing observable transactions involving the purchase of controlling interests in comparable companies. The market capitalization is calculated using the relevant shares outstanding and an average closing stock price which considers volatility around the test date. The exercise of reconciling the market capitalization to the computed fair value further supports the Company’s conclusion on the fair value. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss would be reported. The Company performs its required annual assessment as of the fiscal year end. Changes to our judgments regarding assumptions and estimates could result in a significantly different estimate of the fair market value of the reporting units. Effective April 1, 2017, the Company combined its four former operating segments, which represented our one historical reportable segment, into one operating segment which reflects the manner in which our chief operating decision maker reviews operating performance and allocates resources. This was a result of the change in the Company's strategy to a One CSS structure and reflects how the businesses are now managed and operating results are assessed. Effective with the change from four operating segments and reporting units to one , the Company evaluated whether there was an impairment as of April 1, 2017 and concluded that there was no impairment based on the assessment that was performed as of March 31, 2017 which was reconciled to the Company’s market capitalization as of March 31, 2017. Other indefinite lived intangible assets consist primarily of tradenames which are also 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. In the fourth quarter of fiscal 2018, the Company performed the required annual impairment test of the carrying amount of goodwill and indefinite lived intangible assets. The decline in the Company's trading price of its common stock at and around the end of fiscal 2018, and related decrease in the Company's market capitalization, was determined to be a triggering event for potential goodwill impairment. Accordingly, the Company also performed an assessment of its other long-lived assets for impairment. Refer to Note 3 for the results of the annual impairment testing performed in fiscal 2018. The Company determined that no impairment of intangible assets existed in fiscal 2017 or in fiscal 2016 . 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 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 loss of $108,000 was recorded in the fiscal year ended March 31, 2018 and realized gains of $56,000 and $151,000 were recorded in the fiscal year ended March 31, 2017 and 2016 , respectively. There were no open foreign currency forward exchange contracts as of March 31, 2018 and 2017 . 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 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 $60,000 for the year ended March 31, 2018. This interest rate swap effectively converts $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 the expiration of the Company's credit facility in March 2020. There were no interest rate swap agreements in fiscal 2017. Interest Expense (Income) Interest expense was $904,000 , $298,000 and $288,000 in the years ended March 31, 2018 , 2017 and 2016 , respectively. Interest income was $223,000 , $269,000 and $400,000 in the years ended March 31, 2018 , 2017 and 2016 , 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. 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 is recognized from most product sales when goods are shipped, title and risk of loss have been transferred to the customer and collection is reasonably assured. The Company has certain limited products, primarily sewing patterns, that are on consignment at mass market retailers and the Company recognizes the sale as products are sold to end consumers as recorded at point-of-sale terminals. The Company records estimated reductions to revenue for customer programs, which may include special pricing agreements for specific customers, volume incentives and other promotions. In limited cases, the Company may provide the right to return product as part of its customer programs with certain customers. The Company also records estimated reductions to revenue, based primarily on historical experience, 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 shown as a reduction of accounts receivable, except for reserves for customer programs which are shown as a current or long term liability. If the amount of actual customer returns and chargebacks were to increase or decrease significantly from the estimated amount, revisions to the estimated allowance would be required. 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, 2018 were $3,835,000 , of which $ 3,350,000 was recorded in other current assets and $ 485,000 was recorded in other long-term assets in the consolidated financial statements. Product development costs capitalized as of March 31, 2017 were $4,116,000 , of which $3,636,000 was recorded in prepaid expenses and other current assets and $480,000 was recorded in other long-term assets in the consolidated financial statements. Product development expense of $8,296,000 , $8,268,000 and $6,902,000 was recognized in the years ended March 31, 2018 , 2017 and 2016 , 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. Had the Company used alternative valuation methodologies and assumptions, compensation cost for share-based payments could be significantly different. 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, 2018 , 2017 and 2016 . For the Years Ended March 31, 2018 2017 2016 (in thousands, except per share amounts) Numerator: Net income (loss) $ (36,520 ) $ 28,504 $ 17,236 Denominator: Weighted average shares outstanding for basic income (loss) per common share 9,108 9,074 9,147 Effect of dilutive stock options — 41 92 Adjusted weighted average shares outstanding for diluted income (loss) per common share 9,108 9,115 9,239 Basic net income (loss) per common share $ (4.01 ) $ 3.14 $ 1.88 Diluted net income (loss) per common share $ (4.01 ) $ 3.13 $ 1.87 The Company has excluded 495,000 shares, 505,175 shares, and 253,000 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, 2018 , 2017 and 2016 , 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, 2018 2017 2016 (in thousands) Cash paid during the year for: Interest $ 511 $ 264 $ 210 Income taxes $ 1,484 $ 2,270 $ 9,736 Details of acquisitions: Fair value of assets acquired $ 92,666 $ 50,445 $ 20,796 Liabilities assumed 23,049 15,416 1,251 Net assets acquired 69,617 35,029 19,545 Amount due seller 2,500 — — Cash paid 67,117 35,029 19,545 Less cash acquired 1,889 — — Less gain on bargain purchases — 19,990 — Net cash paid for acquisitions $ 65,228 $ 15,039 $ 19,545 |