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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Mar. 28, 2015
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Unaudited Financial Statements

 

The consolidated condensed balance sheet as of March 28, 2015 and the consolidated condensed statements of operations and statements of comprehensive income for the three-month and six-month periods ended March 28, 2015 and March 29, 2014 and the statements of cash flows for the six-month periods ended March 28, 2015 and March 29, 2014 are unaudited.  In the opinion of management, all adjustments, consisting of normal recurring items, considered necessary for a fair presentation of such financial statements have been recorded.  The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles”) have been condensed or omitted.  The balance sheet data as of September 27, 2014 was derived from audited year-end financial statements, but does not include disclosures required by generally accepted accounting principles.  It is suggested that these interim financial statements be read in conjunction with the Company’s most recent Annual Report on Form 10-K for the year ended September 27, 2014.

 

Agreement and Plan of Merger

 

On February 5, 2015, the Company entered into an Agreement and Plan of Merger with RR Donnelley (the “RRD Merger Agreement”).  Under the terms of the RRD Merger Agreement, the Company’s shareholders will have the option to elect to receive either $23.00 in cash or 1.3756 RR Donnelley common shares for each outstanding share of the Company they own.  Such elections are subject to pro ration so that a total of 8.0 million shares of RR Donnelley common stock, representing approximately 51% of the total merger consideration based on the price of RR Donnelley stock on the date of the RRD Merger Agreement, will be issued in the merger.  The completion of the transaction is subject to customary closing conditions, including regulatory approval and approval by Courier’s shareholders. One of the conditions to closing was met on March 23, 2015 with the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is expected to close in the Company’s third quarter of fiscal 2015.

 

On January 16, 2015, the Company entered into an Agreement and Plan of Merger (the “Quad Merger Agreement”) with Quad/Graphics, Inc. (“Quad”) and subsequently terminated the Quad Merger Agreement on February 5, 2015. In accordance with the terms of the Quad Merger Agreement, upon termination, the Company paid Quad a $10 million termination fee.  Under the terms of the RRD Merger Agreement, RR Donnelley reimbursed the Company the entire $10 million termination fee.  For accounting purposes, recognition of the $10 million reimbursement from RR Donnelley has been deferred until the transaction closes and as such, the deferral of the reimbursement was included in Current Liabilities in the accompanying Consolidated Condensed Balance Sheet at March 28, 2015.

 

Discontinued Operations

 

The Company sold one of the businesses in its publishing segment, Federal Marketing Corporation, d/b/a Creative Homeowner (“Creative Homeowner”), in September 2014 (see Note I). Creative Homeowner was classified as a discontinued operation in the Company’s financial statements for all periods presented.

 

Goodwill and Other Intangibles

 

The Company evaluates possible impairment annually at the end of its fiscal year or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. These tests are performed at the reporting unit level, which is the operating segment or one level below the operating segment. The goodwill impairment test is a two-step test.  In the first step, the Company compares the fair value of the reporting unit to its carrying value.  If the fair value of the reporting unit exceeds the carrying value of its net assets, then goodwill is not impaired and the Company is not required to perform further testing.  If the carrying value of the net assets of the reporting unit exceeds its fair value, then a second step is performed in order to determine the implied fair value of the reporting unit’s goodwill and compare it to the carrying value of its goodwill (see Note G).

 

On November 18, 2014, the Company acquired a 60% ownership interest in Digital Page Gráfica E Editora (“Digital Page”), a Sao Paulo-based digital printing firm serving the education market in Brazil, and recorded goodwill of approximately $8.9 million (see Note F). “Other intangibles” include trade names, customer lists, and technology. Trade names with indefinite lives are not subject to amortization and are reviewed at least annually at the end of the fiscal year or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.  The Company recorded $3.7 million of amortizable intangible assets in the first quarter of fiscal 2015 with the acquisition of Digital Page (see Note F).

 

Other intangible assets are being amortized over two to ten-year periods. Total amortization expense for intangibles was approximately $176,000 and $233,000 in the second quarters and $334,000 and $464,000 in the first six months of fiscal years 2015 and 2014, respectively. Annual amortization expense is expected to be approximately $304,000 in fiscal 2015, $235,000 in fiscal 2016, $205,000 in fiscal 2017, and $200,000 in fiscal years 2018 through 2020.

 

Fair Value Measurements

 

Certain assets and liabilities are required to be recorded at fair value on a recurring basis, while other assets and liabilities are recorded at fair value on a nonrecurring basis, generally as a result of impairment charges (see Note G).  Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets measured at fair value on a nonrecurring basis include long-lived assets and goodwill and other intangible assets. The three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies, is:

 

Level 1Valuations based on quoted prices for identical assets and liabilities in active markets.

 

Level 2Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

 

Level 3Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants.

 

Fair Value of Financial Instruments

 

Financial instruments consist primarily of cash, investments in mutual funds, accounts receivable, investment in convertible promissory notes (see Note H), accounts payable, and debt obligations.  At March 28, 2015 and September 27, 2014, the fair value of the Company’s cash, accounts receivable and accounts payable approximated their carrying values due to the short maturity of these instruments. The fair value of the Company’s revolving credit facility approximates its carrying value due to the variable interest rate and the Company’s current rate standing. The Company does not use financial instruments for trading or speculative purposes.

 

Prepublication Costs

 

Prepublication costs, associated with creating new titles in the publishing segment, are amortized to cost of sales using the straight-line method over estimated useful lives of three to four years.