-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Db+ZeMMsysVXy5XAcNcn8XzgH/jtuc/WMoxa5sm0D/QCjKXTTGZobHrDVpnJjOxE PVAQLch5tFsVr0ngM85vOQ== 0000019149-10-000033.txt : 20100610 0000019149-10-000033.hdr.sgml : 20100610 20100610161253 ACCESSION NUMBER: 0000019149-10-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100610 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100610 DATE AS OF CHANGE: 20100610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHAMPION INDUSTRIES INC CENTRAL INDEX KEY: 0000019149 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 550717455 STATE OF INCORPORATION: WV FISCAL YEAR END: 1215 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21084 FILM NUMBER: 10890509 BUSINESS ADDRESS: STREET 1: 2450 FIRST AVE STREET 2: P O BOX 2968 CITY: HUNTINGTON STATE: WV ZIP: 25728 BUSINESS PHONE: 3045282791 MAIL ADDRESS: STREET 1: 2450 FIRST AVENUE STREET 2: P O BOX 2968 CITY: HUNTINGTON STATE: WV ZIP: 25728 8-K 1 e8k.htm FORM-8K e8k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported)  June 10, 2010                                                                                                                
 
Champion Industries, Inc.

(Exact Name of Registrant as Specified in Its Charter)
 
 
West Virginia

(State or Other Jurisdiction of Incorporation)
 
 
0-21084                                                      55-0717455

             (Commission File No.)                      (IRS Employer Identification No.)
 
 
             2450 First Avenue
             P. O. Box 2968
            Huntington, West Virginia                                                                                                                 25728

            (Address of Principal Executive Offices)                                                                                       (Zip Code)
 
 
(304) 528-2700

(Registrant's Telephone Number, Including Area Code)
 
 
Not Applicable

(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
0
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
0
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
0
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
0
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

INFORMATION TO BE INCLUDED IN THE REPORT

 
Item 2.02    Results of Operations and Financial Condition
 
    On June 10, 2010, Champion Industries, Inc. announced its financial results for the three and six months ended April 30, 2010. The press release announcing financial results for the three and six months ended April 30, 2010 is furnished as Exhibit 99.1 and is incorporated herein by reference.  
 
 
 
Item 9.01    Financial Statements and Exhibits
 
     (c)     The exhibits listed on the Exhibit Index on page 3 of this Form 8-K are filed herewith.
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 CHAMPION INDUSTRIES, INC.

(Registrant)
 Date: June 10, 2010
 
 
 
 
 /s/ Todd R. Fry

Todd R. Fry, Senior Vice President
and Chief Financial Officer


EXHIBIT INDEX

Exhibit Number 
 
Description 

99.1
 
Press Release dated June 10, 2010 captioned "CHAMPION REPORTS RESULTS FOR 2ND QUARTER AND YEAR TO DATE 2010 AND RESTATEMENT".






EX-99.1 2 exhibit99.htm PRESS RELEASE exhibit99.htm


Exhibit 99.1
 


CHAMPION REPORTS RESULTS FOR 2ND QUARTER AND YEAR TO DATE 2010 AND RESTATEMENT

Huntington, WV- - Champion Industries, Inc. (NASDAQ/CHMP) today announced earnings for the second quarter of 2010 of $333,000 or $0.03 per share compared to earnings of $295,000 or $0.03 per share for the same period in 2009. The results were reflective of higher operating income partially offset by higher interest expense for the quarter.

Net income for the six months ended April 30, 2010 was $121,000 or $0.01 per share in basic and diluted earnings per share. This compares to a loss of $(339,000) or $(0.03) per share in basic and diluted earnings per share for the same period in 2009.

Marshall T. Reynolds, Chairman of the Board and Chief Executive Officer of Champion, said, “Our year to date income from operations reflected an improvement from the prior year based on a strong comparable first quarter as well as improved operating results in the second quarter of 2010. Our second quarter was negatively impacted by costs related to the successful defense of a legal action and would have been even stronger without this event. We were able to address our credit situation through a Second Amendment and Waiver to Credit Agreement (Second Amendment). This amendment will allow the Company additional flexibility in managing our business through the on-going economic turmoil that resulted from the global economic crisis."
 
Revenues for the three months ended April 30, 2010 were $33.7 million compared to $36.1 million in the same period in 2009. This change represented a decrease in revenues of $2.4 million or 6.6%. Revenues for the six months ended April 30, 2010 decreased to $66.1 million from $73.0 million in 2009. This change represented a decrease in revenues of $6.9 million or 9.5%. The printing segment experienced a sales decrease of $4.8 million or 10.5% while the office products and office furniture segment experienced a decrease of $1.7 million or 9.4% and the newspaper segment recorded a decrease of $0.3 million or 3.9% on a year to date basis. On a segment basis printing sales were down $1.5 million or 6.3%, office products and office furniture sales were down $753,000 or 8.3% and the newspaper sales were down $191,000 or 4.9% for the second quarter of 2010. Toney K. Adkins, President and Chief Operating Officer, noted, “Our second quarter continued to see pressure on our top line which reflected the continued fragile state of the economy in relation to our core businesses. Even with the revenue constraints we were able to record an improvement in operating income for the second quarter of 2010 over the prior year. Our profit improvement plan should continue to yield an improved cost structure in subsequent quarters of 2010.”

The 2009 results are reflective of a restatement of earnings associated with approximately $0.3 million per quarter of non-cash related adjustments reflected as deferred tax expense associated with deferred tax liability attributes related to goodwill, trade name and masthead of The Herald-Dispatch. This was recorded in the fourth quarter of 2009 and therefore the interim periods for 2009 have been restated accordingly to reflect such adjustment. In the three months ended January 31, 2010, the Company recorded as a component of other income a hedging arrangement of approximately $0.3 million or $0.2 million net of tax.

Mr. Reynolds concluded, “We continued our operating cost realignment strategy and were able to reduce additional costs during the second quarter and into the first few weeks of the third quarter of 2010. The second quarter was very productive from both an operational and strategic perspective. We continue to move the Company in the proper direction to enhance market competitiveness and improve operating results.”

1

At April 30, 2010 the Company had approximately $61.6 million of interest bearing debt. Our interest bearing debt has been reduced by approximately $22.8 million since October 31, 2007 through utilization of our earnings, cash flow and working capital management. As a result of the Second Amendment entered into during the second quarter of 2010 the Company was able to achieve extensive covenant relief including higher leverage ratios, lower fixed charge coverage ratios, lower EBITDA thresholds, EBITDA definition modifications, a reinstitution of LIBOR borrowings and a reduction in minimum revolving loan availability thresholds. The Company is also subject to various new covenants as further described and defined in the Second Amendment.

Champion is a commercial printer, business forms manufacturer and office products and office furniture supplier in regional markets east of the Mississippi. Champion also publishes The Herald-Dispatch daily newspaper in Huntington, WV with a total daily and Sunday circulation of approximately 25,000 and 30,000, respectively. Champion serves its customers through the following companies/divisions: Chapman Printing (West Virginia and Kentucky); Stationers, Champion Clarksburg, Capitol Business Interiors, Garrison Brewer, Carolina Cut Sheets, U.S. Tag and Champion Morgantown (West Virginia); Champion Output Solutions (West Virginia); The Merten Company (Ohio); Smith & Butterfield (Indiana and Kentucky); Champion Graphic Communications (Louisiana); Interform Solutions and Consolidated Graphic Communications (Pennsylvania, New York and New Jersey); Donihe Graphics (Tennessee); Blue Ridge Printing (North Carolina) and Champion Publishing (West Virginia, Kentucky and Ohio).

Certain Statements contained in the release, including without limitation statements including the word “believes”, “anticipates,” “intends,” “expects” or words of similar import, constitute “forward-looking statements” within the meaning of section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements of the Company expressed or implied by such forward-looking statements. Such factors include, among others, general economic and business conditions, changes in business strategy or development plans and other factors referenced in this release. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

Champion Industries, Inc. and Subsidiaries
Summary Financial Information (Unaudited)

                                                      
     Three months ended April 30,      Six months ended April 30,  
   
2010
   
2009 (Restated)
   
2010
   
2009 (Restated)
 
                         
Total revenues
  $ 33,739,000     $ 36,140,000     $ 66,127,000     $ 73,031,000  
                                 
Net income (loss)
  $ 333,000     $ 295,000     $ 121,000     $ (339,000 )
Per share data:
                               
Net income(loss)
                               
Basic
  $ 0.03     $ 0.03     $ 0.01     $ (0.03 )
Diluted
  $ 0.03     $ 0.03     $ 0.01     $ (0.03 )
Weighted average shares outstanding:
                               
Basic
    9,988,000       9,988,000       9,988,000       9,988,000  
Diluted
    9,988,000       9,988,000       9,988,000       9,988,000  

Contact: Todd R. Fry, Chief Financial Officer at 304-528-5492
 
2


 
-----END PRIVACY-ENHANCED MESSAGE-----