0000019149-13-000017.txt : 20130315 0000019149-13-000017.hdr.sgml : 20130315 20130315161621 ACCESSION NUMBER: 0000019149-13-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130315 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130315 DATE AS OF CHANGE: 20130315 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: 13694314 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)  March 15, 2013
 
Champion Industries, Inc.

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

(State or Other Jurisdiction of Incorporation)
 
 
000-21084                                                      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 March 15, 2013, Champion Industries, Inc. announced its financial results for the quarter ended January 31, 2013. The press release announcing financial results for the three months ended January 31, 2013 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: March 15, 2013
 
 
 
 
 /s/ Todd R. Fry

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

 
 

 
EXHIBIT INDEX

Exhibit Number 
 
Description 

99.1
 
Press Release dated March 15, 2013 captioned "CHAMPION ANNOUNCES RESULTS FOR FIRST QUARTER 2013 AND CHARGES".






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


Exhibit 99.1

 

CHAMPION ANNOUNCES RESULTS FOR FIRST QUARTER 2013 AND CHARGES

Huntington, WV- - Champion Industries, Inc. (OTCQB/CHMP) today announced a net loss from continuing operations of $(3.3) million or $(0.29) per share on a basic and diluted basis for the quarter ended January 31, 2013 compared to a net loss from continuing operations of $(83,000) or $(0.01) per share on a basic and diluted basis for the quarter ended January 31, 2012. The Company reported a net loss from discontinued operations for the quarter ended January 31, 2013 of $(291,000) compared to a net loss from discontinued operations for the quarter ended January 31, 2012 of $(3,000) or $(0.02) and $(0.00) on a basic and diluted per share basis.

The results for 2013 over 2012 reflected a substantial decrease in earnings, primarily as a result of pre-tax non-cash impairment charges associated with goodwill of $(2.2) million associated with the printing segment as well as higher interest costs primarily associated with the amortization of debt discount associated with warrants issued to the Company’s secured lenders.

Marshall T. Reynolds, Chairman of the Board and Chief Executive Officer of Champion, said, “Our results continue to be impacted by various non-cash events but we continue to generate positive cash flow from operating activities. If we examine our gross profit, which is a key starting point for profitability, our gross profit dollars were $6.7 million in first quarter 2013 and $8.1 million in first quarter 2012. However, this decrease was substantially offset by a reduction in SG&A expenses of $1.3 million. In other words, in spite of the numerous hurdles and challenges we have faced and actions we have taken in recent years, in the final analysis we were able to essentially hold our core business relatively stable in the first quarter of 2013. We intend to work with our secured creditors and advisors to address our debt maturities and liquidity to the best of our ability and if successful in stabilizing our funding platform going forward, we believe our core business has the opportunity to improve.”

The above-mentioned net (loss) figures resulted in basic and diluted loss per share from continuing operations of $(0.29) for the quarter ended January 31, 2013 compared with a loss of $(0.01) on a basic and diluted loss per share basis for the comparable quarter of 2012. The Company’s results in 2013 and in 2012 are reflective of a continuation of the most difficult operating environment the Company has ever faced, primarily within the printing segment and secondarily in the newspaper segment.

The Company experienced a decrease in sales for the quarter of $3.9 million, or 14.8%, from $26.5 million in 2012 to $22.6 million in 2013. The printing segment of the business reflected a sales decrease of $2.6 million or 18.1%, with the office products and office furniture segment showing an overall sales decrease of $1.0 million, or 12.0%.  The newspaper segment reported sales of $3.6 million in first quarter 2013 compared to $3.9 million in first quarter 2012, a decrease of $0.3 million or 8.3%. The sales compression experienced by the Company is partially attributable to the residual effect of the overall global economic crisis and the related impact on the core business segments in which the Company operates as well as the impact of certain restructuring initiatives, and is reflective of a continued difficult operating environment as well as macro industry dynamics within the newspaper segment.

At January 31, 2013 the Company had approximately $38.2 million of interest bearing debt, of which $35.3 million is syndicated (both totals net of unamortized debt discount of $0.9 million). Actual contractual syndicated debt is $36.1 million. The contractual syndicated debt has been reduced by approximately $49.7 million (excludes impact of deferred fee for Term Loan B) since inception of the debt, which resulted primarily from the acquisition of The Herald-Dispatch in September 2007. This represents a reduction of over 58.1% in a period slightly under 5.5 years. This debt was paid down during a significant economic downturn and severe secular decline within our printing and newspaper segments. The Company has achieved this debt reduction through a combination of earnings, cash flow, assets sales, equity additions and working capital management. The Company is subject to certain restrictive financial covenants requiring the Company to maintain certain financial ratios among other conditions. The Company was in compliance with these covenants at January 31, 2013. However, due to the short term nature of the credit expiration and the multitude of covenants we are required to comply with there is a high probability of default at or before March 31, 2013 and our ability to operate as a going concern is dependent on our ability to address our current credit situation.

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 22,000 and 28,000, 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); Smith & Butterfield (Indiana and Kentucky); Champion Graphic Communications (Louisiana); Blue Ridge Printing (North Carolina) and Champion Publishing (WV, Kentucky and Ohio).

 
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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 January 31,
 
   
2013
   
2012
 
Printing
  $ 11,849,000     $ 14,462,000  
Office products & office furniture
    7,209,000       8,191,000  
Newspaper
    3,552,000       3,873,000  
Total revenues
  $ 22,610,000     $ 26,526,000  
                 
Net (loss) from continuing operations
  $ (3,251,000 )   $ (83,000 )
                 
Net (loss) from discontinued operations
  $ (291,000 )   $ (3,000 )
                 
Net (loss)   (3,542,000   $ (86,000
                 
Per share data:
               
Net (loss) from continuing operations
               
Basic and Diluted
  $ (0.29 )   $ (0.01 )
                 
Net (loss) from discontinued operations
               
Basic and Diluted
  $ (0.02 )   $ (0.00 )
                 
       Total (loss) per common share                
       Basic and Diluted   $ (0.31   $ (0.01
                 
Weighted average shares outstanding:
               
       Basic and Diluted
    11,300,000       11,300,000  
                 


     As of January 31, 2013  As of October 31, 2012
    (in millions)
               
Current assets
  $ 22.1     $ 23.1  
Total assets
  $ 43.8     $ 48.0  
Current liabilities
  $ 46.1     $ 46.7  
Total liabilities
  $ 48.7     $ 49.3  
Shareholders’ (deficit)
  $ (4.9 )   $ (1.4 )


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