Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2013 |
Consolidated Financial Statements | ' |
Consolidated Financial Statements—Consolidated financial statements include the accounts of Tufco Technologies, Inc., and its wholly owned subsidiaries, Tufco LLC, and Tufco LP and its wholly owned subsidiary Hamco Manufacturing and Distributing LLC (the “Company”). Significant intercompany transactions and balances are eliminated in consolidation. The Company provides integrated manufacturing services including wide web flexographic printing, wet wipe converting, hot melt adhesive laminating, folding, integrated downstream packaging and on-site quality microbiological process management and manufactures and distributes business imaging paper products. |
Financial Statement Preparation | ' |
Financial Statement Preparation—Financial statement preparation requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amounts of revenues and expenses for the period. Actual amounts could differ from the amounts estimated. Differences from those estimates are recognized in the period they become known. |
Accounts Receivable | ' |
Accounts Receivable —Management estimates allowances for collectability related to its accounts receivable balances. These allowances are based on the customer relationships, the aging and turns of accounts receivable, credit worthiness of customers, credit concentrations and payment history. Management’s estimates include providing for 100 percent of specific customer balances when it is deemed probable that the balance is uncollectable. Management estimates the allowance for doubtful accounts by analyzing accounts receivable balances by age, applying historical trend rates to the most recent 12 months’ sales, less actual write-offs to date. Although management monitors collections and credit worthiness, the inability of a particular customer to pay its debts could impact collectability of receivables and could have an impact on future revenues if the customer is unable to arrange other financing. Management does not believe these conditions are reasonably likely to have a material impact on the collectability of its receivables or future revenues. Recoveries of accounts receivables previously written off are recorded when received. Credit terms to customers in the Contract Manufacturing segment are generally net 30 days. Credit terms to customers in the Business Imaging segment are generally discounted net 30 day terms. |
Inventories | ' |
Inventories—Inventories are carried at the lower of cost or market, with cost determined under the first-in, first-out (FIFO) method of inventory valuation. The Company estimates reserves for inventory obsolescence and shrinkage based on its judgment of future realization. |
Property, Plant and Equipment | ' |
Property, Plant, and Equipment—Property, plant, and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the following estimated useful lives: 20 to 40 years for buildings, 3 to 10 years for machinery and equipment, 3 to 5 years for computer equipment and software, 5 to 7 years for furniture and fixtures, and the shorter of the estimated useful life or the lease term for leasehold improvements. |
Impairment of Long-Lived Assets | ' |
Impairment of Long-Lived Assets—Impairment of long-lived assets is reviewed in accordance with Accounting Standards Codification (“ASC”) 360-10. The Company evaluates the recoverability of the recorded amount of long-lived assets whenever events or changes in circumstances indicate that the recorded amount of an asset group may not be fully recoverable. An impairment is assessed when the undiscounted expected future cash flows derived from an asset group are less than its carrying amount. If an asset is determined to be impaired, the impairment to be recognized is measured as the amount by which the recorded amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the recorded amount or fair value less cost to sell. The Company determines fair value using discounted future cash flow analysis or other accepted valuation techniques. |
Goodwill | ' |
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Goodwill—The Company tests goodwill annually at the reporting unit level for impairment as of July 1. The operating segments herein also represent the Company’s reporting units for goodwill purposes. The Company historically used a discounted cash flow analysis to estimate reporting unit fair values and also considered multiples of relevant companies. The Company continues to follow the guidance of ACS 820 for fair value measurement hierarchy, the objective of which is to estimate the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants. Accordingly, the Company used the selling price in the December 20, 2013 Merger Agreement as disclosed in Note 12 to estimate fair value for its goodwill impairment analysis for the fiscal year ended 2013. |
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The selling price in the Merger Agreement was used to estimate that fair value is less than the carrying value of the reporting units on an aggregate and relative basis. The Merger Agreement selling price indicated that an impairment has occurred. Despite improved profitability, the price in the Merger Agreement could be attributed to various factors such as historical results, industry conditions, product mix or customer concentrations. |
The Company has proceeded to Step 2 of the impairment test to estimate the impairment loss. The measurement of the impairment loss is currently an estimate and has not been finalized because the Merger Agreement sales process is ongoing and the valuation of unrecognized intangible assets to help determine the implied fair value of goodwill is in process. Adjustments to this estimate of the impairment loss could result in future periods when the Step 2 measurement is finalized. Based on the implied fair value of the business from the Merger Agreement and the fair value hierarchy compared to carrying value, the Company’s best estimate is a full impairment at September 30, 2013. |
Goodwill by reporting unit is: |
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| Contract | | Business | | Total | |
Manufacturing | Imaging |
| Goodwill | | | Accumulated Impairment | | | Net | | | Goodwill | | | Accumulated Impairment | | | Net | | | Goodwill | | | Accumulated Impairment | | | Net | |
Goodwill | Goodwill | Goodwill |
Goodwill-September30,2011 | $ | 4,281,759 | | | $ | — | | | $ | 4,281,759 | | | $ | 7,925,269 | | | $ | (4,995,453 | ) | | $ | 2,929,816 | | | $ | 12,207,028 | | | $ | (4,995,453 | ) | | $ | 7,211,575 | |
ImpairmentLoss | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Goodwill-September30,2012 | | 4,281,759 | | | | — | | | | 4,281,759 | | | | 7,925,269 | | | | (4,995,453 | ) | | | 2,929,816 | | | | 12,207,028 | | | | (4,995,453 | ) | | | 7,211,575 | |
ImpairmentLoss | | — | | | | (4,281,759 | ) | | | (4,281,759 | ) | | | — | | | | (2,929,816 | ) | | | (2,929,816 | ) | | | — | | | | (7,211,575 | ) | | | (7,211,575 | ) |
Goodwill-September30,2013 | $ | 4,281,759 | | | $ | (4,281,759 | ) | | $ | — | | | $ | 7,925,269 | | | $ | (7,925,269 | ) | | $ | — | | | $ | 12,207,028 | | | $ | (12,207,028 | ) | | $ | — | |
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Income Taxes | ' |
Income Taxes—Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due, if any, plus deferred taxes related primarily to differences between the basis of assets and liabilities for financial and income tax reporting. Deferred tax assets and liabilities represent the future tax return consequences of those differences that will either be deductible or taxable when the assets and liabilities are recovered or settled. Deferred tax assets will include recognition of operating losses that are available to offset future taxable income and tax credits that are available to offset future income taxes. When applicable, valuation allowances are recognized to limit recognition of deferred tax assets where appropriate. Such allowances may be reversed when circumstances provide evidence that the deferred tax assets will more likely than not be realized. |
The Company has not recorded a valuation allowance against its deferred tax assets as of September 30, 2013 based on its evaluation of the available evidence, which includes consideration of reversal patterns for long-term deferred tax liabilities and the expected taxable income generated in future periods. The assessment of a valuation allowance is an estimate and changes in future taxable income or loss can result in change in the assessment of a valuation allowance. In addition, if net operating loss carryforwards will not reverse and be realized over the same long-term period as the difference primarily for depreciation on property and equipment, a change in the assessment of a valuation allowance could occur. |
The Company recognizes in its financial statements, the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. When and if applicable, potential interest and penalty costs are accrued as incurred, with expense being recognized as income tax expense in the statement of operations. No expense for interest and penalties was recognized for the years ended September 30, 2013 and 2012. |
Revenues | ' |
Revenues —The Company only has one type of revenue recognition activity which recognizes revenue when title and risk of loss transfers to the customer and there is evidence of an agreement and collectibility of consideration to be received is reasonably assured, all of which generally occur at the time of shipment. Sales are recorded net of sales returns and allowances. Shipping and handling fees billed to customers are recorded as revenue and costs incurred for shipping and handling are recorded in cost of sales. Amounts related to raw materials provided by customers are excluded from net sales and cost of sales. |
Stock-Based Compensation | ' |
Stock-Based Compensation—The Company has an incentive stock plan under which the Board of Directors may grant non-qualified stock options to employees. Additionally, the Company has a Non-Qualified Stock Option Plan for Non-Employee Directors, under which options are available for grant. |
The options have an exercise price equal to the fair market value of the underlying stock at the date of grant. Employee options vest ratably over a three-year period and non-employee director options vest immediately. Options issued under these plans generally expire ten years from the date of grant. |
Earnings Per Share | ' |
Earnings Per Share—Basic earnings per share is computed using the weighted average number of common shares outstanding. Diluted earnings per share includes common equivalent shares from dilutive stock options outstanding during the year. There was no effect in fiscal 2013 or fiscal 2012. During fiscal 2013 and 2012, options to purchase 171,650 shares, and 227,725 shares, respectively, were excluded from the diluted earnings per share computation, as the effects of such options would have been “anti-dilutive”. |
Financial Instruments | ' |
Financial Instruments—Financial instruments consist of cash, receivables, payables, debt, and letters of credit. Their carrying values are estimated to approximate their fair values unless otherwise indicated due to their short maturities, variable interest rates and comparable borrowing costs for equipment loans. |
Recently Issued Accounting Standards | ' |
Recently Issued Accounting Standards— The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Update (“ASU”) No. 2013-11, Income Taxes (Topic 740): 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). Per this ASU, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company does not believe the adoption of ASU 2013-11 will have a material effect on its consolidated financial statements. |