Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2013 |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 has condensed or omitted certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States pursuant to such rules and regulations. In the opinion of management, the statements include all adjustments (which include normal recurring adjustments) required for a fair presentation of financial position, results of operations and cash flows for the interim periods presented. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2013. The results of operations for the interim periods are not necessarily indicative of the results for the full year. |
On September 9, 2011, the Company and its Cleo Inc (“Cleo”) subsidiary sold the Christmas gift wrap portion of Cleo’s business and certain assets relating to such business, including certain equipment, contract rights, customer lists, intellectual property and other intangible assets to Impact Innovations, Inc. (“Impact”). Cleo’s remaining assets, including accounts receivable and inventory, were excluded from the sale. The assets, liabilities and cash flows related to the Christmas gift wrap business are presented as current assets and liabilities of discontinued operations. The results of operations for the three- and six months ended September 30, 2013 and 2012, as well as the accompanying notes, reflect the historical operations of Cleo’s Christmas gift wrap business as discontinued operations. The discussions in this quarterly report are presented on the basis of continuing operations, unless otherwise noted. |
The Company’s fiscal year ends on March 31. References to a particular fiscal year refer to the fiscal year ending in March of that year. For example, “fiscal 2014” refers to the fiscal year ending March 31, 2014. |
Principles of Consolidation | Principles of Consolidation |
The consolidated financial statements include the accounts of the Company and all of its subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. |
Nature of Business | Nature of Business |
CSS is a consumer products company primarily engaged in the design, manufacture, procurement, distribution and sale of all occasion and seasonal social expression products, principally to mass market retailers. These all occasion and seasonal products include decorative ribbons and bows, boxed greeting cards, gift tags, gift wrap, gift bags, gift boxes, gift card holders, decorative tissue paper, decorations, classroom exchange Valentines, floral accessories, Easter egg dyes and novelties, craft and educational products, stickers, memory books, stationery, journals, notecards, infant and wedding photo albums, scrapbooks, and other gift items that commemorate life’s celebrations. The seasonal nature of CSS’ business has historically resulted in lower sales levels and operating losses in the first and fourth quarters and comparatively higher sales levels and operating profits in the second and third quarters of the Company’s fiscal year, which ends March 31, thereby causing significant fluctuations in the quarterly results of operations of the Company. |
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On September 5, 2012, the Company and its Paper Magic Group, Inc. (“Paper Magic”) subsidiary sold the Halloween portion of Paper Magic’s business and certain Paper Magic assets relating to such business, including certain tangible and intangible assets associated with Paper Magic’s Halloween business, to Gemmy Industries (HK) Limited (“Gemmy”). Paper Magic’s remaining Halloween assets, including accounts receivable and inventory, were excluded from the sale. Paper Magic retained the right and obligation to fulfill all customer orders for Paper Magic Halloween products (such as Halloween masks, costumes, make-up and novelties) for the Halloween 2012 season. The sale price of $2,281,000 was paid to Paper Magic at closing. The Company incurred $523,000 of transaction costs (included within disposition of product line further discussed in Note 4 to the consolidated financial statements), yielding net proceeds of $1,758,000. The Company is liquidating the remaining assets and satisfying the liabilities throughout fiscal 2014. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions |
Translation adjustments are charged or credited to a separate component of stockholders’ equity. Gains and losses on foreign currency transactions are not material and are included in other income, net in the consolidated statements of operations. |
Use of Estimates | 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, the valuation of stock-based awards and resolution of litigation and other proceedings. Actual results could differ from these estimates. |
Impairment of Long-Lived Assets including Goodwill and Other Intangible Assets | Impairment of Long-Lived Assets including Goodwill and Other Intangible Assets |
The Financial Accounting Standards Board (“FASB”) issued updated authoritative guidance in September 2011 to amend previous guidance on the annual and interim testing of goodwill for impairment. The guidance became effective for the Company at the beginning of its 2013 fiscal year. The guidance provides entities with the option of first assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined, on the basis of the qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two step impairment test would still be required. The first step of the test compares the fair value of a reporting unit to its carrying amount, including goodwill, as of the date of the test. The Company uses a dual approach to determine the fair value of its reporting units including both a market approach and an income approach. We believe the use of multiple valuation techniques results in a more accurate indicator of the fair value of each reporting unit. If the carrying amount of the reporting unit exceeds its fair value, the second step is performed. The second step compares the carrying amount of the goodwill to the implied fair value of the goodwill. If the implied fair value of the goodwill is less than the carrying amount of the goodwill, an impairment loss would be reported. Annual impairment tests are performed by the Company in the fourth quarter of each year. The adoption of this updated authoritative guidance had no impact on the Company’s Consolidated Financial Statements. See Note 7 for further information on goodwill and other intangible assets. |
Other indefinite lived intangible assets consist primarily of tradenames which are also required to be tested annually. The fair value of the Company’s tradenames is calculated using a “relief from royalty payments” methodology. Long-lived assets (including property, plant and equipment), except for goodwill and indefinite lived intangible assets, are reviewed for impairment when circumstances indicate the carrying value of an asset group may not be recoverable. 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. |
Inventories | 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 market. The remaining portion of the inventory is valued at the lower of last-in, first-out (LIFO) cost or market. Inventories consisted of the following (in thousands): |
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| | September 30, | | | March 31, | | | September 30, | | | | | |
2013 | 2013 | 2012 | | | | |
Raw material | | $ | 9,035 | | | $ | 8,116 | | | $ | 10,162 | | | | | |
Work-in-process | | | 11,423 | | | | 14,687 | | | | 11,047 | | | | | |
Finished goods | | | 54,050 | | | | 39,795 | | | | 63,968 | | | | | |
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| | $ | 74,508 | | | $ | 62,598 | | | $ | 85,177 | | | | | |
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Property, Plant and Equipment | Property, Plant and Equipment |
Property, plant and equipment are stated at cost and include the following (in thousands): |
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| | September 30, | | | March 31, | | | September 30, | | | | | |
2013 | 2013 | 2012 | | | | |
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Land | | $ | 2,508 | | | $ | 2,508 | | | $ | 2,508 | | | | | |
Buildings, leasehold interests and improvements | | | 36,857 | | | | 37,007 | | | | 36,902 | | | | | |
Machinery, equipment and other | | | 101,047 | | | | 101,916 | | | | 100,206 | | | | | |
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| | | 140,412 | | | | 141,431 | | | | 139,616 | | | | | |
Less - Accumulated depreciation and amortization | | | (112,455 | ) | | | (113,475 | ) | | | (111,335 | ) | | | | |
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Net property, plant and equipment | | $ | 27,957 | | | $ | 27,956 | | | $ | 28,281 | | | | | |
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Depreciation expense was $1,555,000 and $1,492,000 for the quarters ended September 30, 2013 and 2012, respectively, and was $3,046,000 and $3,050,000 for the six months ended September 30, 2013 and 2012, respectively. |
Revenue Recognition | Revenue Recognition |
The Company recognizes revenue from product sales when the goods are shipped, title and risk of loss have been transferred to the customer and collection is reasonably assured. Provisions for returns, allowances, rebates to customers and other adjustments are provided in the same period that the related sales are recorded. |
Net Income Per Common Share | Net Income Per Common Share |
The following table sets forth the computation of basic and diluted net income per common share for the three- and six months ended September 30, 2013 and 2012 (in thousands, except per share data): |
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| | Three Months Ended | | | Six Months Ended | |
September 30, | September 30, |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Numerator: | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 10,846 | | | $ | 6,840 | | | $ | 9,179 | | | $ | 5,973 | |
Gain from discontinued operations, net of tax | | | 112 | | | | 81 | | | | 112 | | | | 44 | |
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Net income | | $ | 10,958 | | | $ | 6,921 | | | $ | 9,291 | | | $ | 6,017 | |
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Denominator: | | | | | | | | | | | | | | | | |
Weighted average shares outstanding for basic income per common share | | | 9,458 | | | | 9,592 | | | | 9,482 | | | | 9,617 | |
Effect of dilutive stock options | | | 28 | | | | 29 | | | | 45 | | | | 3 | |
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Adjusted weighted average share outstanding for diluted income per common share | | | 9,486 | | | | 9,621 | | | | 9,527 | | | | 9,620 | |
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Basic: | | | | | | | | | | | | | | | | |
Continuing operations | | $ | 1.15 | | | $ | 0.71 | | | $ | 0.97 | | | $ | 0.62 | |
Discontinued operations | | $ | 0.01 | | | $ | 0.01 | | | $ | 0.01 | | | $ | 0 | |
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Total (1) | | $ | 1.16 | | | $ | 0.72 | | | $ | 0.98 | | | $ | 0.63 | |
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Diluted: | | | | | | | | | | | | | | | | |
Continuing operations | | $ | 1.14 | | | $ | 0.71 | | | $ | 0.96 | | | $ | 0.62 | |
Discontinued operations | | $ | 0.01 | | | $ | 0.01 | | | $ | 0.01 | | | $ | 0 | |
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Total (1) | | $ | 1.16 | | | $ | 0.72 | | | $ | 0.98 | | | $ | 0.63 | |
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-1 | Total net income per share for certain periods does not foot due to rounding. | | | | | | | | | | | | | | | |
Options on 150,000 shares of common stock were not included in computing diluted net income per common share for the three- and six months ended September 30, 2013, respectively, because their effects were antidilutive. Options on 264,000 shares of common stock were not included in computing diluted net income per common share for the three- and six months ended September 30, 2012, respectively, because their effects were antidilutive. |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS | | | | | | | | | | | | | | | | |
In July 2012, the FASB issued ASU 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”), which amends existing guidance by giving an entity the option to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If this is the case, 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. 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. ASU 2012-02 is effective for annual and interim impairment tests performed by the Company for fiscal years beginning after September 15, 2012. The adoption of ASU 2012-02 did not have a material impact on the Company’s future indefinite-lived intangibles impairment tests. |
In January 2013, the FASB issued ASU 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” (“ASU 2013-01”). This update is intended to improve the comparability of statements of financial position prepared in accordance with U.S. GAAP and International Financial Reporting Standards, requiring both gross and net presentation of offsetting assets and liabilities. The new requirements are effective for fiscal years beginning on or after January 1, 2013, and for interim periods within those fiscal years. As this guidance only affects disclosures, the adoption of this standard did not have an impact on the Company’s financial condition, results of operations and cash flows. |
In February 2013, the FASB issued ASU 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU 2013-02”). This update requires disclosure, either on the face of the statement where income is presented or in the notes to the financial statements, of significant amounts reclassified out of accumulated other comprehensive income in their entirety. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about these amounts. ASU 2013-02 is effective for annual and interim periods beginning after December 15, 2012. As this update only requires enhanced disclosure, the adoption of ASU 2013-02 did not impact the Company’s financial condition, results of operations and cash flows. |
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In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force)” (“ASU 2013-11”), which requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss (NOL) carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when (1) the uncertain tax position would reduce the NOL or other carryforward under the tax law of the applicable jurisdiction and (2) the entity intends to use the deferred tax asset for that purpose. ASU 2013-11 does not require new recurring disclosures. It is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption and retrospective application are permitted. The Company does not expect the adoption of ASU 2013-11 to have a material impact on the Company’s financial condition, results of operations and cash flows. |