West Virginia
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55-0717455
|
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
|
Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ |
(Do not check if a smaller reporting company)
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Class
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Outstanding at January 31, 2015
|
|
Common stock, $1.00 par value per share
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11,299,528 shares
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Page
|
|
Part I. Financial Information
|
|
Item 1. Financial Statements
|
|
Consolidated Balance Sheets (Unaudited)
|
3
|
Consolidated Statements of Operations (Unaudited)
|
5
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Consolidated Statements of Cash Flows (Unaudited)
|
6
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Notes to Consolidated Financial Statements
|
7
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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18
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Item 3. Quantitative and Qualitative Disclosure About Market Risk
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23
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Item 4. Controls and Procedures
|
23
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Part II. Other Information
|
|
Item 1. Legal Proceedings | 24 |
Item 1A. Risk Factors | 24 |
Item 3. Defaults upon Senior Securities | 24 |
Item 4. Mine Safety Disclosure | 24 |
Item 5. Other Information |
24
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Item 6. Exhibits
|
24
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Signatures
|
25
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ASSETS | January 31, | October 31, | |||||
2015 | 2014 | ||||||
(Unaudited) | |||||||
Current assets:
|
|||||||
Cash and cash equivalents | $ | 355,006 | $ | 818,438 | |||
Accounts receivable, net of allowance of $567,000 and $688,000
|
9,065,016 | 9,512,731 | |||||
Inventories
|
4,314,608 | 3,969,992 | |||||
Other current assets
|
478,351 | 226,307 | |||||
Current portion assets held for sale | 256,832 | 256,832 | |||||
Total current assets
|
14,469,813 | 14,784,300 | |||||
Property and equipment, at cost:
|
|||||||
Land
|
1,254,195 | 1,254,195 | |||||
Buildings and improvements
|
5,010,610 | 4,923,113 | |||||
Machinery and equipment
|
33,344,785 | 33,297,081 | |||||
Equipment under capital lease | 72,528 | 72,528 | |||||
Furniture and fixtures
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3,707,516 | 3,639,966 | |||||
Vehicles
|
2,733,725 | 2,488,981 | |||||
46,123,359 | 45,675,864 | ||||||
Less accumulated depreciation
|
(39,363,129 | ) | (38,991,652 |
)
|
|||
6,760,230 | 6,684,212 | ||||||
Goodwill
|
1,230,485 | 1,230,485 | |||||
Deferred financing costs
|
25,686 | 69,644 | |||||
Other intangibles, net of accumulated amortization
|
1,149,418 | 1,179,943 | |||||
Other assets
|
59,809 | 59,809 | |||||
2,465,398 | 2,539,881 | ||||||
Total assets
|
$ | 23,695,441 |
$
|
24,008,393 |
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
January 31, | October 31, | |||||
2015 | 2014 | ||||||
(Unaudited) | |||||||
Current liabilities:
|
|||||||
Accounts payable
|
$ | 5,229,916 | $ | 4,518,634 | |||
Accrued payroll and commissions
|
581,896 | 583,529 | |||||
Taxes accrued and withheld
|
725,491 | 666,166 | |||||
Accrued expenses
|
1,625,885 | 1,553,978 | |||||
Debt Discount (Note 5) | (55,216 | ) | (138,520 | ) | |||
Notes payable (Note 5)
|
10,116,602 | 10,947,218 | |||||
Notes payable - related party (Note 5) | 2,500,000 | 2,500,000 | |||||
Capital lease obligations (Note 5) | 15,157 | 14,931 | |||||
Total current liabilities
|
20,739,731 | 20,645,936 | |||||
Long-term debt, net of current portion:
|
|||||||
Notes payable (Note 5)
|
193,637 | 128,690 | |||||
Capital lease obligations (Note 5) | 24,505 | 28,381 | |||||
Total liabilities
|
20,957,873 | 20,803,007 | |||||
Shareholders’ equity:
|
|||||||
Common stock, $1 par value, 20,000,000 Class A voting shares authorized;
11,299,528 shares issued and outstanding
|
11,299,528 | 11,299,528 | |||||
Common Stock, Class B nonvoting stock, $1 par value, 5,000,000 shares authorized,
-0- shares issued and outstanding
|
- | - | |||||
Additional paid-in capital
|
24,279,179 | 24,279,179 | |||||
Retained deficit
|
(32,841,139 | ) |
(32,373,321
|
) | |||
Total shareholders' equity
|
2,737,568 |
3,205,386
|
|||||
Total liabilities and shareholders’ equity
|
$ | 23,695,441 |
$
|
24,008,393 |
Three Months Ended January 31, | ||||||
2015 |
2014
|
|||||
Revenues:
|
||||||
Printing
|
$ | 9,388,522 |
$
|
9,358,608 | ||
Office products and office furniture
|
5,411,738 | 6,064,090 | ||||
Total revenues
|
14,800,260 | 15,422,698 | ||||
Cost of sales:
|
||||||
Printing
|
7,096,505 | 7,226,610 | ||||
Office products and office furniture
|
3,954,772 | 4,435,766 | ||||
Total cost of sales
|
11,051,277 | 11,662,376 | ||||
Gross profit
|
3,748,983 | 3,760,322 | ||||
Selling, general and administrative expenses
|
3,952,923 | 4,120,474 | ||||
(Loss) from operations
|
(203,940 | ) | (360,152 | ) | ||
Interest expense - related party | (20,764 | ) | (20,764 | ) | ||
Interest expense
|
(263,977 | ) | (263,761 |
)
|
||
Other
|
20,863 | 14,494 | ||||
(263,878 | ) | (270,031 |
)
|
|||
(Loss) before income taxes
|
(467,818 | ) | (630,183 | ) | ||
Income tax (benefit) expense
|
- | - | ||||
Net (loss) | $ | (467,818 | ) | $ | (630,183 | ) |
(Loss) per share:
|
||||||
Basic and diluted (loss)
|
$ | (0.04 | ) |
$
|
(0.06 | ) |
Weighted average shares outstanding:
|
||||||
Basic and diluted
|
11,300,000 | 11,300,000 |
Three Months Ended January 31, | ||||||
2015 |
2014
|
|||||
Cash flows from operating activities:
|
||||||
Net (loss)
|
$ | (467,818 | ) |
$
|
(630,183 | ) |
Adjustments to reconcile net (loss) from continuing operations
to cash provided (used in) by operating activities:
|
||||||
Depreciation and amortization
|
402,002 | 521,072 | ||||
(Gain) on sale of assets
|
- | (14,124 |
)
|
|||
Allowance for doubtful accounts
|
3,843 | 20,808 | ||||
Deferred financing costs / debt discount | 127,262 | 124,770 | ||||
Changes in assets and liabilities: | ||||||
Accounts receivable
|
443,871 | 474,990 | ||||
Inventories
|
(344,616 | ) | 183,668 | |||
Other current assets
|
(252,044 | ) | 158,866 | |||
Accounts payable
|
711,283 | (1,464,080 | ) | |||
Accrued payroll and commissions
|
(1,633 | ) | (325,579 |
)
|
||
Taxes accrued and withheld
|
59,325 | 26,168 | ||||
Accrued expenses
|
71,907 | (109,910 |
)
|
|||
Other liabilities
|
- | (150 |
)
|
|||
Net cash provided by (used in) operating activities
continuing operations
|
753,382 | (1,033,684 | ) | |||
Net cash provided by operating activities
discontinued operations
|
- | 31,546 | ||||
753,382 | (1,002,138 | ) | ||||
Cash flows from investing activities:
|
||||||
Purchase of property and equipment
|
(447,495 | ) | (129,634 | ) | ||
Proceeds from sale of fixed assets
|
- | 45,552 | ||||
Change in other assets | - | 1,293 | ||||
Net cash (used in) investing activities
|
(447,495 | ) | (82,789 | ) | ||
Cash flows from financing activities:
|
||||||
Proceeds from term debt
|
244,744 | 108,623 | ||||
Principal payments on term debt
|
(1,014,063 | ) | (249,082 | ) | ||
Net cash (used in) financing activities
|
(769,319 | ) | (140,459 | ) | ||
Net decrease in cash and cash equivalents
|
(463,432 | ) | (1,225,386 | ) | ||
Cash and cash equivalents at beginning of period
|
818,438 | 1,428,542 | ||||
Cash and cash equivalents at end of period
|
$ | 355,006 | $ |
203,156
|
January 31,
2015
|
October 31,
2014
|
|||||||
Printing:
|
||||||||
Raw materials
|
$
|
1,200,627 |
$
|
1,180,361
|
||||
Work in process
|
609,852 |
539,023
|
||||||
Finished goods
|
1,194,290 |
1,131,430
|
||||||
Office products and office furniture
|
1,309,839 | 1,119,178 | ||||||
$
|
4,314,608 |
$
|
3,969,992
|
January 31,
2015
|
October 31,
2014
|
||||||
Term Note A dated October 7, 2013, due in monthly installments of $50,000
plus interest payments equal to the prime rate of interest plus 2% maturing
April 1, 2015, collateralized by substantially all of the assets of the Company.
|
$ | 9,700,000 | $ | 9,850,000 | |||
Installment notes payable to banks and Lessor, due in monthly installments plus
interest at rates approximating the bank’s prime rate or the prime rate subject
to various floors maturing in various periods ranging from March 2014-January 2017,
collateralized by equipment and vehicles.
|
610,239 | 475,908 | |||||
Notes payable to shareholders. The shareholder note of $2.5 million plus all accrued
interest was initially due in one balloon payment in September 2014 pursuant to
Term Note A maturity adjusted to April 2015. Interest is equal to the prime rate.
|
2,500,000 | 2,500,000 | |||||
Notes payable to a bank, due February 2015 including interest accrued at 5.00%
collateralized by specific accounts receivable of the Company (1)
|
- | 750,000 | |||||
Capital lease obligation for printing equipment at an imputed interest rate of 6.02% per annum | 39,662 | 43,312 | |||||
Unamortized debt discount | (55,216 | ) | (138,520 | ) | |||
12,794,685 | 13,480,700 | ||||||
Less current portion long-term debt | 12,616,602 | 12,697,218 | |||||
Less current portion obligation under capital lease | 15,157 | 14,931 | |||||
Less short-term debt | - | 750,000 | |||||
Less debt discount | (55,216 | ) | (138,520 | ) | |||
Long-term debt, net of current portion and capital lease obligation | $ | 218,142 | $ | 157,071 | |||
Continuing operations: | |||||||
Long-term debt, net of current portion | $ | 193,637 | $ | 128,690 | |||
Long-term capital lease obligation | 24,505 | 28,381 | |||||
Current portion of long-term debt | 10,116,602 | 10,197,218 | |||||
Notes payable to related party | 2,500,000 | 2,500,000 | |||||
Current portion of capital lease obligation | 15,157 | 14,931 | |||||
Short-term debt | - | 750,000 | |||||
Debt discount | (55,216 | ) | (138,520 | ) | |||
Total indebtedness | $ | 12,794,685 | $ | 13,480,700 |
February 1, 2015 through January 31,2016
|
$
|
12,576,543
|
||
February 1, 2016 through January 31,2017
|
209,728
|
|||
February 1, 2017 through January 31,2018
|
8,414
|
|||
February 1, 2018 through January 31,2019
|
-
|
|||
February 1, 2019 through January 31,2020
|
-
|
|||
$
|
12,794,685
|
Payments Due by Fiscal Year
|
|||||||||||||||||||||
Contractual Obligations:
|
2015
|
2016
|
2017
|
2018
|
2019 |
Residual
|
Total | ||||||||||||||
Non-cancelable operating leases
|
$
|
327,318
|
$
|
427,348
|
$
|
367,939
|
$
|
278,632 | $ | 174,088 |
$
|
21,000
|
$
|
1,596,325
|
|||||||
Term debt
|
10,034,253 |
255,205
|
20,781 |
-
|
- |
-
|
10,310,239 | ||||||||||||||
Obligations under capital lease | 11,281 | 15,853 | 12,528 | - | - | - | 39,662 | ||||||||||||||
Debt discount | (55,216 | ) | - | - | - | - | - | (55,216 | ) | ||||||||||||
Notes payable - related party | 2,500,000 | - | - | - | - | - | 2,500,000 | ||||||||||||||
$
|
12,817,636
|
$
|
698,406
|
$
|
401,248
|
$
|
278,632
|
$ | 174,088 |
$
|
21,000
|
$
|
14,391,010
|
2015 Quarter 1
|
Printing
|
Office Products & Furniture
|
Total
|
|||||||
Revenues
|
$
|
9,916,899 |
$
|
6,212,973 |
$
|
16,129,872 | ||||
Elimination of intersegment revenue
|
(528,377 |
)
|
(801,235 |
)
|
(1,329,612 |
)
|
||||
Consolidated revenues
|
$
|
9,388,522 |
$
|
5,411,738 |
$
|
14,800,260 | ||||
Operating (loss)
|
(93,197 | ) | (110,743 | ) | (203,940 | ) | ||||
Depreciation & amortization
|
379,643 | 22,359 | 402,002 | |||||||
Capital expenditures
|
377,301 | 70,194 | 447,495 | |||||||
Identifiable assets
|
16,633,275 | 6,805,334 | 23,438,609 | |||||||
Goodwill
|
- | 1,230,485 | 1,230,485 | |||||||
2014 Quarter 1
|
Printing
|
Office Products & Furniture
|
Total
|
|||||||
Revenues
|
$
|
9,847,054
|
$
|
6,890,038
|
$
|
16,737,092
|
||||
Elimination of intersegment revenue
|
(488,446
|
)
|
(825,948
|
)
|
(1,314,394
|
)
|
||||
Consolidated revenues
|
$
|
9,358,608
|
$
|
6,064,090
|
$
|
15,422,698
|
||||
Operating (loss)
|
(287,061
|
)
|
(73,091
|
) |
(360,152
|
) | ||||
Depreciation & amortization
|
494,712
|
26,360
|
521,072
|
|||||||
Capital expenditures
|
123,979
|
5,655
|
129,634
|
|||||||
Identifiable assets
|
17,151,052
|
7,359,173
|
24,510,225
|
|||||||
Goodwill
|
-
|
1,230,485
|
1,230,485
|
|||||||
Three months ended January 31,
|
||||||||
2015 | 2014 | |||||||
Revenues:
|
||||||||
Total segment revenues
|
$
|
16,129,872 |
$
|
16,737,092
|
||||
Elimination of intersegment revenue
|
(1,329,612 |
)
|
(1,314,394
|
)
|
||||
Consolidated revenue
|
$
|
14,800,260 |
$
|
15,422,698
|
||||
Operating (loss):
|
||||||||
Total segment operating (loss)
|
$
|
(203,940 | ) |
$
|
(360,152
|
) | ||
Interest expense - related party
|
(20,764 |
)
|
(20,764
|
)
|
||||
Interest expense
|
(263,977 |
)
|
(263,761
|
)
|
||||
Other income
|
20,863 |
14,494
|
||||||
Consolidated (loss) before income taxes
|
$
|
(467,818 |
)
|
$
|
(630,183
|
) | ||
Identifiable assets:
|
||||||||
Total segment identifiable assets
|
$
|
23,438,609 |
$
|
24,510,225
|
||||
Elimination of intersegment assets and assets held for sale
|
256,832
|
461,443
|
||||||
Total consolidated assets
|
$
|
23,695,441 |
$
|
24,971,668
|
January 31, 2015
|
October 31, 2014
|
||||||||||||||
Gross
|
Gross
|
||||||||||||||
Carrying
|
Accumulated
|
Carrying
|
Accumulated
|
||||||||||||
Amount
|
Amortization
|
Amount
|
Amortization
|
||||||||||||
Amortizable intangible assets:
|
|||||||||||||||
Non-compete agreement
|
$
|
1,000,000 |
$
|
1,000,000 |
$
|
1,000,000
|
$
|
1,000,000
|
|||||||
Customer relationships
|
2,451,073 | 1,301,655 |
2,451,073
|
1,271,130
|
|||||||||||
Other
|
564,946 | 564,946 |
564,946
|
564,946
|
|||||||||||
4,016,019 | 2,866,601 |
4,016,019
|
2,836,076
|
||||||||||||
Unamortizable intangible assets:
|
|||||||||||||||
Goodwill
|
1,737,763 | 507,278 |
1,737,763
|
507,278
|
|||||||||||
1,737,763 | 507,278 | 1,737,763 | 507,278 | ||||||||||||
Total goodwill and other intangibles
|
$
|
5,753,782 |
$
|
3,373,879 |
$
|
5,753,782
|
$
|
3,343,354
|
|||||||
2015
|
$ |
91,573
|
||
2016
|
122,098
|
|||
2017
|
122,098
|
|||
2018 | 122,098 | |||
2019 | 122,098 | |||
Thereafter | 569,453 | |||
$
|
1,149,418
|
Printing
|
Office Products and Furniture
|
Total
|
|||||||
Balance at October 31, 2014 | |||||||||
Goodwill | $ | 2,226,837 | $ | 1,230,485 | $ | 3,457,322 | |||
Accumulated impairment losses | (2,226,837 | ) | - | (2,226,837 | ) | ||||
- | 1,230,485 | 1,230,485 | |||||||
Goodwill acquired three months ended January 31, 2015 | - | - | - | ||||||
Impairment losses three months ended January 31, 2015 | - | - | - | ||||||
Balance at January 31, 2015 | |||||||||
Goodwill | 2,226,837 | 1,230,485 | 3,457,322 | ||||||
Accumulated impairment losses | (2,226,837 | ) | - | (2,226,837 | ) | ||||
$ | - | $ | 1,230,485 | $ | 1,230,485 |
Printing | Office Products and Furniture | Total | |||||||
Balance at October 31, 2014:
|
|||||||||
Amortizing intangible assets
|
$ | 395,206 | $ | 784,737 | $ | 1,179,943 | |||
Accumulated impairment losses
|
- | - | - | ||||||
395,206 | 784,737 | 1,179,943 | |||||||
Amortizing intangible assets acquired three months ended January 31, 2015 | - | - | - | ||||||
Impairment losses three months ended January 31, 2015 | - | - | - | ||||||
Amortization expense | 10,151 | 20,374 | 30,525 | ||||||
Balance at January 31, 2015: | |||||||||
Amortizing intangible assets
|
385,055 | 764,363 | 1,149,418 | ||||||
Accumulated impairment losses
|
- | - | - | ||||||
$ | 385,055 | $ | 764,363 | $ | 1,149,418 |
Three Months Ended January 31,
|
||||||||||||
2015 | 2014 | |||||||||||
Revenues:
|
||||||||||||
Printing
|
$ | 9,388,522 | 63.4 |
%
|
$ |
9,358,608
|
60.7
|
%
|
||||
Office products and office furniture
|
5,411,738 | 36.6 | 6,064,090 | 39.3 | ||||||||
Total revenues
|
14,800,260 | 100.0 |
15,422,698
|
100.0
|
||||||||
Cost of sales:
|
||||||||||||
Printing
|
7,096,505 | 48.0 |
7,226,610
|
46.8
|
||||||||
Office products and office furniture
|
3,954,772 | 26.7 |
4,435,766
|
28.8 | ||||||||
Total cost of sales
|
11,051,277 | 74.7 |
11,662,376
|
75.6
|
||||||||
G Gross profit
|
3,748,983 | 25.3 |
3,760,322
|
24.4
|
||||||||
Selling, general and administrative expenses
|
3,952,923 | 26.7 |
4,120,474
|
26.7
|
||||||||
(Loss) from operations
|
(203,940 | ) | (1.4 | ) |
(360,152
|
) |
(2.3
|
) | ||||
Interest expense - related party | (20,764 | ) | (0.1 | ) | (20,764 | ) | (0.1 | ) | ||||
Interest expense | (263,977 | ) | (1.8 | ) |
(263,761
|
) | (1.8 | ) | ||||
Other income
|
20,863 | 0.1 |
14,494
|
0.1 | ||||||||
(Loss) before taxes
|
(467,818 | ) | (3.2 | ) |
(630,183
|
) | (4.1 | ) | ||||
Income tax (expense)/benefit
|
- | - |
-
|
0.0
|
||||||||
Net (loss)
|
$ | (467,818 |
)
|
(3.2 |
)%
|
$ |
(630,183
|
) | (4.1 |
)%
|
·
|
Continual management of our receipts and disbursements to improve and maintain days sales outstanding for trade receivables and days outstanding for trade payables.
|
·
|
Carefully monitor capital expenditures to assure cash flow is maximized.
|
·
|
Funding necessary capital expenditures to assure the Company remains competitive and positions itself for operations beyond one year.
|
·
|
Operating the company on a working capital basis without a revolving line of credit.
|
a)
|
Exhibits:
|
||||
(31.1)
|
Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley act of 2002 - Marshall T. Reynolds
|
Exhibit 31.1-p1
|
|
(31.2)
|
Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley act of 2002 - Justin T. Evans
|
Exhibit 31.2-p1
|
|
(32)
|
Marshall T. Reynolds and Justin T. Evans Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley act of 2002
|
Exhibit 32 -p1
|
|
Date: March 17, 2015
|
/s/ Marshall T. Reynolds
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Marshall T. Reynolds
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Chief Executive Officer
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Date: March 17, 2015
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/s/ Justin T. Evans
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Justin T. Evans
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Senior Vice President and Chief Financial Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Champion Industries, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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1.
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I have reviewed this quarterly report on Form 10-Q of Champion Industries, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c)
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evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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· |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
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· |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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