Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Oct. 31, 2013 | Jan. 10, 2014 | Apr. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'CHAMPION INDUSTRIES INC | ' | ' |
Entity Central Index Key | '0000019149 | ' | ' |
Current Fiscal Year End Date | '--10-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $527,488 |
Entity Common Stock, Shares Outstanding | ' | 11,299,528 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Oct-13 | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Oct. 31, 2013 | Oct. 31, 2012 |
Current assets: | ' | ' |
Cash and cash equivalents | $1,428,542 | $1,844,797 |
Accounts receivable, net of allowance of $973,000 and $1,013,000 | 9,612,826 | 10,229,562 |
Inventories | 4,884,579 | 5,764,803 |
Other current assets | 423,441 | 370,103 |
Current portion assets held for sale/discontinued operations (see Note 12) | 493,304 | 14,894,820 |
Total current assets | 16,842,692 | 33,104,085 |
Property and equipment, at cost: | ' | ' |
Land | 1,254,195 | 1,254,195 |
Buildings and improvements | 4,988,229 | 5,263,187 |
Machinery and equipment | 34,334,909 | 36,983,005 |
Equipment under capital lease | 72,528 | 72,528 |
Furniture and fixtures | 3,654,353 | 3,716,457 |
Vehicles | 2,526,038 | 2,827,620 |
Property and equipment, gross | 46,830,252 | 50,116,992 |
Less accumulated depreciation | -38,961,412 | -40,559,463 |
Property and equipment, net | 7,868,840 | 9,557,529 |
Goodwill | 1,230,485 | 3,457,322 |
Deferred financing costs | 218,824 | 324,692 |
Other intangibles, net of accumulated amortization | 1,308,249 | 1,447,848 |
Other assets | 61,532 | 75,115 |
Total noncurrent assets | 2,819,090 | 5,304,977 |
Total assets | 27,530,622 | 47,966,591 |
Current liabilities: | ' | ' |
Notes payable, line of credit net of discontinued operations (see Note 3) | 0 | 7,001,730 |
Accounts payable | 6,925,532 | 3,123,544 |
Accrued payroll and commissions | 767,638 | 1,023,827 |
Taxes accrued and withheld | 745,658 | 833,969 |
Accrued expenses | 1,785,035 | 2,263,853 |
Current portion liabilities held for sale/discontinued operations (see Note 3 and Note 12) | 315 | 15,117,257 |
Debt discount (see Note 3) | 0 | -1,287,527 |
Notes payable (see Note 3) | 902,565 | 18,600,352 |
Capital lease obligations (see Note 3) | 13,817 | 13,014 |
Total current liabilities | 11,140,560 | 46,690,019 |
Long-term debt, net of current portion: | ' | ' |
Notes payable (see Note 3) | 9,494,727 | 99,291 |
Notes payable - related party (see Note 3) | 2,500,000 | 2,500,000 |
Debt discount (see Note 3) | -477,387 | 0 |
Capital lease obligations (see Note 3) | 42,563 | 52,705 |
Long-term portion of liability held for sale / discontinued operations (see Note 3 and Note 12) | 492,989 | 0 |
Other liabilities | 150 | 1,950 |
Total liabilities | 23,193,602 | 49,343,965 |
Shareholders' equity (deficit): | ' | ' |
Additional paid-in capital | 24,279,179 | 24,279,179 |
Retained deficit | -31,241,687 | -36,956,081 |
Total shareholders' equity (deficit) | 4,337,020 | -1,377,374 |
Total liabilities and shareholders' equity (deficit) | 27,530,622 | 47,966,591 |
Class A voting shares [Member] | ' | ' |
Shareholders' equity (deficit): | ' | ' |
Common stock | 11,299,528 | 11,299,528 |
Class B nonvoting stock [Member] | ' | ' |
Shareholders' equity (deficit): | ' | ' |
Common stock | $0 | $0 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Oct. 31, 2013 | Oct. 31, 2012 |
Current assets: | ' | ' |
Accounts receivable, allowance | $972,778 | $1,012,894 |
Shareholders' equity: | ' | ' |
Common stock, shares issued (in shares) | 11,299,528 | ' |
Common stock, shares outstanding (in shares) | 11,299,528 | ' |
Class A voting shares [Member] | ' | ' |
Shareholders' equity: | ' | ' |
Common stock, par value (in dollars per share) | $1 | $1 |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, shares issued (in shares) | 11,299,528 | 11,299,528 |
Common stock, shares outstanding (in shares) | 11,299,528 | 11,299,528 |
Class B nonvoting stock [Member] | ' | ' |
Shareholders' equity: | ' | ' |
Common stock, par value (in dollars per share) | $1 | $1 |
Common stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Income (Loss) (USD $) | 12 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | |
Revenues: | ' | ' | ' |
Printing | $42,669,468 | $52,174,544 | $52,063,138 |
Office products and office furniture | 29,653,707 | 34,975,487 | 34,545,733 |
Total revenues | 72,323,175 | 87,150,031 | 86,608,871 |
Cost of sales: | ' | ' | ' |
Printing | 30,372,770 | 37,810,157 | 37,747,060 |
Office products and office furniture | 21,043,755 | 24,935,766 | 24,521,153 |
Total cost of sales | 51,416,525 | 62,745,923 | 62,268,213 |
Gross profit | 20,906,650 | 24,404,108 | 24,340,658 |
Selling, general and administrative expenses | 19,910,369 | 23,742,296 | 21,579,096 |
Asset impairments/restructuring charges | 2,270,685 | 357,172 | 652,150 |
(Loss) income from operations | -1,274,404 | 304,640 | 2,109,412 |
Other income (expense): | ' | ' | ' |
Interest expense - related party | -82,378 | -57,733 | -65,316 |
Interest expense | -4,202,774 | -3,111,845 | -2,943,572 |
Gain on early extinguishment of debt from a related party | 0 | 0 | 1,337,846 |
Gain on debt forgiveness | 11,118,069 | 0 | 0 |
Other | -32,207 | -13,118 | 50,410 |
Total other income (expenses) | 6,800,710 | -3,182,696 | -1,620,632 |
Income (loss) from continuing operations before income taxes | 5,526,306 | -2,878,056 | 488,780 |
Income tax benefit (expense) | 105,146 | -11,727,095 | -211,323 |
Net income (loss) from continuing operations | 5,631,452 | -14,605,151 | 277,457 |
Net income (loss) from discontinued operations | 82,942 | -8,712,624 | -4,253,500 |
Net income (loss) | $5,714,394 | ($23,317,775) | ($3,976,043) |
Earnings (loss) per share: | ' | ' | ' |
Basic income (loss) from continuing operations (in dollars per share) | $0.50 | ($1.29) | $0.03 |
Basic income (loss) from discontinued operations (in dollars per share) | $0.01 | ($0.77) | ($0.41) |
Total basic earnings (loss) per common share (in dollars per share) | $0.51 | ($2.06) | ($0.38) |
Diluted income (loss) from continuing operations (in dollars per share) | $0.35 | ($1.29) | $0.03 |
Diluted income (loss) from discontinued operations (in dollars per share) | $0.01 | ($0.77) | ($0.41) |
Total diluted earnings (loss) per common share (in dollars per share) | $0.36 | ($2.06) | ($0.38) |
Weighted average shares outstanding: | ' | ' | ' |
Basic (in shares) | 11,300,000 | 11,300,000 | 10,362,000 |
Diluted (in shares) | 16,114,000 | 11,300,000 | 10,362,000 |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholders' Equity (Deficit) (USD $) | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained (Deficit) [Member] | Other Comprehensive (Loss) Income [Member] | Total |
Balance at Oct. 31, 2010 | $9,987,913 | $22,768,610 | ($9,662,263) | $0 | $23,094,260 |
Balance (in shares) at Oct. 31, 2010 | 9,987,913 | ' | ' | ' | ' |
Increase (decrease) in stockholders' equity [Roll Forward] | ' | ' | ' | ' | ' |
Stock issuance | 1,311,615 | 498,414 | 0 | 0 | 1,810,029 |
Stock issuance (in shares) | 1,311,615 | ' | ' | ' | ' |
Comprehensive loss: | ' | ' | ' | ' | ' |
Net income (loss) | 0 | 0 | -3,976,043 | 0 | -3,976,043 |
Total comprehensive income (loss) | 0 | 0 | -3,976,043 | 0 | -3,976,043 |
Balance at Oct. 31, 2011 | 11,299,528 | 23,267,024 | -13,638,306 | 0 | 20,928,246 |
Balance (in shares) at Oct. 31, 2011 | 11,299,528 | ' | ' | ' | ' |
Comprehensive loss: | ' | ' | ' | ' | ' |
Net income (loss) | 0 | 0 | -23,317,775 | 0 | -23,317,775 |
Total comprehensive income (loss) | 0 | 0 | -23,317,775 | ' | -23,317,775 |
Stock warrants | 0 | 1,012,155 | 0 | 0 | 1,012,155 |
Balance at Oct. 31, 2012 | 11,299,528 | 24,279,179 | -36,956,081 | 0 | -1,377,374 |
Balance (in shares) at Oct. 31, 2012 | 11,299,528 | ' | ' | ' | ' |
Comprehensive loss: | ' | ' | ' | ' | ' |
Net income (loss) | 0 | 0 | 5,714,394 | 0 | 5,714,394 |
Total comprehensive income (loss) | 0 | 0 | 5,714,394 | 0 | 5,714,394 |
Balance at Oct. 31, 2013 | $11,299,528 | $24,279,179 | ($31,241,687) | $0 | $4,337,020 |
Balance (in shares) at Oct. 31, 2013 | 11,299,528 | ' | ' | ' | 11,299,528 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | |
Cash flows from operating activities: | ' | ' | ' |
Net income (loss) | $5,714,394 | ($23,317,775) | ($3,976,043) |
Net earnings (loss) from discontinued operations | 82,942 | -8,712,624 | -4,253,500 |
Net income (loss) from continuing operations | 5,631,452 | -14,605,151 | 277,457 |
Adjustments to reconcile net income (loss) to cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 2,169,014 | 2,562,702 | 2,835,617 |
Loss (Gain) on sale of assets | 33,569 | 51,506 | -35,486 |
(Gain) on early extinguishment of debt from a related party | 0 | 0 | -1,337,846 |
Allowance for doubtful accounts | 143,689 | 646,670 | 222,044 |
Gain on debt foregivness | -11,118,069 | 0 | 0 |
Deferred financing costs / debt discount | 1,645,201 | 571,790 | 436,855 |
Accrued deferred fee | 986,641 | 0 | -2,024,921 |
Deferred income tax | 0 | 11,758,267 | 436,855 |
Restructuring charges | 43,848 | 48,038 | 571,746 |
Goodwill impairment | 2,226,837 | 0 | 0 |
Asset impairment | 0 | 309,134 | 109,255 |
Changes in assets and liabilities: | ' | ' | ' |
Accounts receivable | 472,747 | 2,259,635 | -1,606,555 |
Inventories | 880,224 | 1,190,754 | 553,444 |
Other current assets | -53,338 | 230,995 | 45,071 |
Accounts payable | 3,758,141 | -540,216 | 1,603,004 |
Accrued payroll and commissions | -256,189 | -138,955 | 260,656 |
Taxes accrued and withheld | -88,311 | -113,071 | 517,363 |
Accrued income taxes | 0 | 9,293 | 27,000 |
Accrued expenses | -478,818 | -441,113 | -715,833 |
Other liabilities | -1,800 | -1,800 | -1,800 |
Net cash provided by operating activities continuing operations | 5,995,138 | 3,798,478 | 1,215,759 |
Net cash provided by (used in) operating activities discontinued operations | 371,183 | 4,212,636 | 5,804,665 |
Net cash provided by operating activities | 6,366,321 | 8,011,114 | 7,020,424 |
Cash flows from investing activities: | ' | ' | ' |
Purchase of property and equipment | -544,643 | -697,196 | -1,273,610 |
Proceeds from sale of fixed assets | 170,348 | 306,548 | 320,083 |
Proceeds from assets held for sale | 816,667 | 0 | 0 |
Change in other assets | 13,584 | -52,810 | 5,147 |
Net cash provided by (used in) investing activities continuing operations | 455,956 | -443,458 | -948,380 |
Net cash provided by (used in) investing activities discontinued operations | 11,001,864 | 3,622,023 | -213,928 |
Net cash provided by (used in) investing activities | 11,457,820 | 3,178,565 | -1,162,308 |
Cash flows from financing activities: | ' | ' | ' |
Borrowings on line of credit | 20,465,448 | 17,777,004 | 33,540,000 |
Payments on line of credit | -20,157,278 | -17,777,004 | -34,240,000 |
Proceeds from term debt | 393,497 | 996,459 | 621,136 |
Principal payments on long-term debt | -7,660,466 | -4,973,837 | -5,919,470 |
Financing cost paid | -229,189 | -341,531 | 0 |
Change in negative book cash | 0 | -1,153,931 | 140,218 |
Forbearance fees | 0 | -122,042 | 0 |
Deferred financing costs | 0 | 0 | 0 |
Net cash used in financing activities continuing operations | -7,187,988 | -5,594,882 | -5,858,116 |
Net cash used in financing activities discontinued operations | -11,052,408 | -3,750,000 | 0 |
Net cash used in financing activities | -18,240,396 | -9,344,882 | -5,858,116 |
Net increase (decrease) in cash and cash equivalents | -416,255 | 1,844,797 | 0 |
Cash and cash equivalents at beginning of year | 1,844,797 | 0 | 0 |
Cash and cash equivalents at end of year | $1,428,542 | $1,844,797 | $0 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Oct. 31, 2013 | ||
Summary of Significant Accounting Policies | ' | |
Summary of Significant Accounting Policies | ' | |
1. Summary of Significant Accounting Policies | ||
Champion is a commercial printer, business forms manufacturer and office products and office furniture supplier in regional markets in the United States of America, east of the Mississippi. | ||
The accounting and reporting policies of Champion conform to accounting principles generally accepted in the United States. The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (GAAP) require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. | ||
As of July 1, 2009, FASB (Financial Accounting Standards Board) Accounting Standards Codification became the single reference source of authoritative non-governmental U.S. GAAP. In the succeeding footnotes references to GAAP issued by the FASB are to the FASB Accounting Standards Codification which is denoted here forth as ASC. The following is a summary of the more significant accounting and reporting policies which include updated references to GAAP as stated by the ASC which became effective for financial reporting purposes as of September 15, 2009. | ||
Restatement of Prior Years, Reclassifications and Revisions | ||
The Company has applied SEC Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB No. 108 states that registrants must quantify the impact of correcting all misstatements, including both the carryover (iron curtain method) and reversing (rollover method) effects of prior-year misstatements on the current-year financial statements, and by evaluating the error measured under each method in light of quantitative and qualitative factors. Under SAB No. 108, prior-year misstatements which, if corrected in the current year would be material to the current year, must be corrected by adjusting prior year financial statements, even though such correction previously was and continues to be immaterial to the prior-year financial statements. Correcting prior-year financial statements for such “immaterial errors” does not require previously filed reports to be amended. Such corrections will be made the next time the Company files the prior-year financial statements. | ||
In applying the requirements of SAB No. 108, the Company determined that the warrants issued as a result of the Restated Credit Agreement were freestanding financial instruments and classified these as a component of shareholders' equity. The warrants were initially deemed to be non-deductible for tax purposes therefore the Company had recorded a deferred tax liability in 2012. The Company subsequently determined that the deferred tax liability associated with the warrant issuance should be reflected as an increased tax rate over the term of the debt discount amortization if the warrants were not deductible for tax. Accordingly, the Company's deferred tax asset valuation allowance would increase as a result of the equity classification. Therefore for 2012 the Company has identified approximately $0.4 million or $0.04 per share from continuing operations of non-cash deferred tax adjustments. Correspondingly the Company's additional paid-in capital is increased $0.4 million and deferred tax liability is decreased $0.4 million. In 2013, the Company determined that the warrants for tax purposes should be treated as original issue discount and be tax deductible and amortized over the life of the Restated Credit Agreement. | ||
During the fourth quarter of 2011, the Company determined that its historical methodology for accruing for compensated absences related to vacation did not properly reflect a liability for vacation partially earned during the fiscal year and anticipated to be utilized by the employee in the subsequent year. The Company determined that the balances should be corrected in the earliest period presented by correcting any individual amounts in the financial statements. The periods impacted by this correction commence with periods earlier than any periods presented in this annual report. Therefore, the Company will correct this by recording a cumulative effect of this amount in the earliest period presented as a decrease in retained earnings of $328,000, an increase in accrued expenses in the amount of $547,000 and an increase in deferred tax assets of $219,000. This adjustment did not have a material impact on net income for any period presented in this annual report. Accordingly, the consolidated financial statements for periods ended October 31, 2007, through October 31, 2010, have been restated to reflect this adjustment. In accordance with ASC Topic 250, Accounting Changes and Error Corrections, we evaluated the materiality of the error from a qualitative and quantitative perspective and concluded that the error was not material to any prior period. Further, we evaluated the materiality of the error on the results of operations for the fiscal years end October 31, 2007, through October 31, 2010, and concluded that the error was not material for the year or the trend of financial results for any period presented. | ||
In addition, the Company has restated the Consolidated Statements of Cash Flows for 2011 to reflect $621,000 of vehicle purchases as cash activities that were previously classified as non-cash activities. | ||
Certain prior-year amounts have been reclassified to conform to the current year Financial Statement Presentation. | ||
Principles of Consolidation | ||
The accompanying consolidated financial statements of Champion Industries, Inc. and Subsidiaries (the “Company”) include the accounts of The Chapman Printing Company, Inc., Bourque Printing, Inc., Dallas Printing Company, Inc., Stationers, Inc., Carolina Cut Sheets, Inc., Donihe Graphics, Inc., Smith and Butterfield Co., Inc., The Merten Company, Interform Corporation, Blue Ridge Printing Co., Inc., CHMP Leasing, Inc., Capitol Business Equipment, Inc., Thompson’s of Morgantown, Inc., Independent Printing Service, Inc., Diez Business Machines, Transdata Systems, Inc., Syscan Corporation and Champion Publishing, Inc. | ||
Significant intercompany transactions have been eliminated in consolidation. | ||
Discontinued Operations and Assets Held for Sale | ||
The Company's operations comprising its former Consolidated Graphic Communications division, Donihe Graphics division, Blue Ridge Printing division and the Herald-Dispatch Newspaper segment were classified as discontinued operations in the consolidated statements of operations for all periods presented. (see Note 12). | ||
Accounts Receivable | ||
Accounts receivable are stated at the amount billed to customers and generally do not bear interest. Accounts receivable are ordinarily due 30 days from the invoice date. | ||
The Company encounters risks associated with sales and the collection of the associated accounts receivable. As such, the Company records a monthly provision for accounts receivable that are considered to be uncollectible. In order to calculate the appropriate monthly provision, the Company primarily utilizes a historical rate of accounts receivable written off as a percentage of total revenue. This historical rate is applied to the current revenues on a monthly basis. The historical rate is updated periodically based on events that may change the rate such as a significant increase or decrease in collection performance and timing of payments as well as the calculated total exposure in relation to the allowance. Periodically, the Company compares the identified credit risks with the allowance that has been established using historical experience and adjusts the allowance accordingly. | ||
During 2013, 2012 and 2011, $143,689, $646,670, and $222,044 of bad debt expense was incurred and the allowance for doubtful accounts was $972,778, $1,012,894, and $539,113 as of October 31, 2013, 2012 and 2011. The actual write-offs for the periods were $183,805, $172,889, and $580,437, during 2013, 2012 and 2011. The actual write-offs occur when it is determined an account will not be collected. General economic conditions and specific geographic and customer concerns are major factors that may affect the adequacy of the allowance and may result in a change in the annual bad debt expense. | ||
No individual customer represented greater than 9.1% of the gross outstanding accounts receivable at October 31, 2013 and 2012 and no single external customer represented 10% or more of total revenue from continuing operations for 2013, 2012 and 2011. The Company’s ten largest accounts receivable balances represented 30.2% and 22.1% of gross outstanding accounts receivable at October 31, 2013 and 2012. | ||
Inventories | ||
Inventories are principally stated at the lower of first-in, first-out, cost or market. Manufactured finished goods and work-in-process inventories include material, direct labor and overhead based on standard costs, which approximate actual costs. | ||
Inventory Reserves | ||
Reserves for slow moving and obsolete inventories are provided based on historical experience, inventory aging historical review and management judgment. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required. | ||
Property and Equipment | ||
Depreciation of property and equipment and amortization of leasehold improvements and equipment under capital leases are recognized primarily on the straight-line and declining-balance methods in amounts adequate to amortize costs over the estimated useful lives of the assets as follows: | ||
Buildings and improvements | 5 - 40 years | |
Machinery and equipment | 3 - 10 years | |
Furniture and fixtures | 5 - 10 years | |
Vehicles | 3 - 5 years | |
Major renewals, betterments and replacements are capitalized while maintenance and repair costs are charged to operations as incurred. Upon the sale or disposition of assets, the cost and related accumulated depreciation are removed from the accounts with the resulting gains or losses reflected in income. Depreciation expense and amortization of leasehold improvements and equipment under capital leases from continuing operations approximated $2,169,000, $2,563,000, and $2,836,000 for the years ended October 31, 2013, 2012 and 2011 and is reflected as a component of cost of sales and selling, general and administrative expenses. | ||
Long-lived property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. This evaluation includes the review of operating performance and estimated future undiscounted cash flows of the underlying assets or businesses. | ||
Goodwill | ||
Goodwill shall not be amortized; instead it is tested for impairment using a fair-value approach on an annual basis typically for the Company during the fourth quarter of each year. Goodwill is also tested between annual tests if indicators of potential impairment exist. | ||
Goodwill shall not be amortized; instead, it shall be tested for impairment at a level of reporting referred to as a reporting unit. The first step of impairment analysis is a screen for potential impairment and the second step, if required, measures the amount of the impairment. The Company performs an annual impairment in the fourth quarter and in 2013 performed an interim test for goodwill at the printing segment. The Company recorded charges associated with Goodwill in 2013 as further disclosed in Note 11 to the Consolidated Financial Statements. | ||
Intangible Assets | ||
The intangible assets are amortized using the straight-line method over their estimated benefit period, in our case 5-20 years. The fair values of these intangible assets are estimated based on management's assessment as well as independent third party appraisals in some cases. | ||
Advertising Costs | ||
Advertising costs are expensed as incurred. Advertising expense for the years ended October 31, 2013, 2012 and 2011 approximated $336,000, $487,000, and $520,000. | ||
Income Taxes | ||
Provisions for income taxes currently payable and deferred income taxes are based on the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that a deferred tax asset will not be realized. | ||
Earnings Per Share | ||
Basic earnings per share is computed by dividing net income by the weighted average shares of common stock outstanding for the period and excludes any dilutive effects of stock options and warrants. Diluted earnings per share is computed by dividing net income by the weighted average shares of common stock outstanding for the period plus the shares that would be outstanding assuming the exercise of dilutive stock options and warrants using the treasury stock method. There was no dilutive effect in fiscal 2012 and 2011. The dilutive effect in 2013 related to the warrants was 4,814,000 shares. | ||
Segment Information | ||
The Company designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the Company’s reportable segments. The Company’s operating segments are more fully described in Note 9. | ||
Revenue Recognition | ||
Revenues are recognized when products are shipped or ownership is transferred and when services are rendered to customers. The Company acts as a principal party in sales transactions, assumes title to products and assumes the risks and rewards of ownership including risk of loss for collection, delivery or returns. The Company typically recognizes revenue for the majority of its products upon shipment to the customer and transfer of title. Under agreements with certain customers, custom forms may be stored by the Company for future delivery. In these situations, the Company may receive a logistics and warehouse management fee for the services provided. In these cases, delivery and bill schedules are outlined with the customer and product revenue is recognized when manufacturing is complete and the product is received into the warehouse, title transfers to the customer, the order is invoiced and there is reasonable assurance of collectability. Since the majority of products are customized, product returns are not significant. Therefore, the Company records sales on a gross basis. Advertising revenues are recognized, net of agency commissions, in the period when advertising is printed or placed on websites for the former newspaper segment (reflected as discontinued operations). Circulation revenues are recognized when purchased newspapers are distributed (reflected as discontinued operations). Revenue generally is recognized net of any taxes collected from customers and subsequently remitted to government authorities. The costs of delivering finished goods to customers are recorded as shipping and handling costs and included in cost of sales of the printing segment and in former cost of sales and operating costs, of the former newspaper segment (reflected as discontinued operations). The office products and office furniture shipping and handling costs were approximately $0.5 million for 2013, 2012, and 2011 and are recorded as a component of selling, general, and administrative costs. | ||
Accounting for Costs Associated with Exit or Disposal Activities | ||
A liability for a cost associated with an exit or disposal activity shall be measured initially at its fair value in the period in which the liability is incurred. | ||
Accounting for Stock-Based Compensation | ||
Before the adoption of the current applicable accounting standards, the Company had elected to follow the intrinsic value method in accounting for its employee stock options. Accordingly, because the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense was recognized. There were no stock option grants in 2013, 2012 or 2011. Any future stock-based compensation will be measured at the grant date based on the fair value of the award and it would be recognized as an expense over the applicable vesting periods of the stock award using the straight line method. | ||
Fair Value Measurements | ||
There is a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). The hierarchy consists of three levels: | ||
Level 1 - Quoted market prices in active markets for identical assets or liabilities | ||
Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable; and | ||
Level 3 - Unobservable inputs developed using estimates and assumptions developed by the Company, which reflect those that a market participant would use. | ||
Our interest bearing debt is primarily composed of a term loan with a private investor. The carrying amount of this facility and its fair value are discussed further in Note 3. | ||
Cash and cash equivalents consist principally of cash on deposit with banks, all highly liquid investments with an original maturity of three months or less. The Company's cash deposits in excess of federally insured amounts are primarily maintained at a large well-known financial institution. | ||
The carrying amounts of the Company's accounts receivable, accounts payable, accrued payrolls and commissions, taxes accrued and withheld and accrued expenses approximates fair value due to their short-term nature. | ||
Goodwill and other intangible assets are measured on a non-recurring basis using Level 3 inputs, as further discussed in Note 11. | ||
Newly Issued Accounting Standards | ||
Effective July 1, 2009, changes to the ASC are communicated through an ASU. As of December 23, 2013, the FASB has issued ASU’s 2009-01 through 2013-12. The Company reviewed each ASU and determined that they will not have a material impact on the Company’s financial position, results of operations or cash flows, other than related disclosures to the extent applicable. | ||
Newly Adopted Accounting Standards | ||
In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-05 “Comprehensive Income: Presentation of comprehensive income.” The amendment to ASC 220 “Comprehensive Income” requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income and the total of comprehensive income. In December 2011, the FASB issued ASU 2011-12 “Comprehensive Income: Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” This amendment to ASC 220 “Comprehensive Income” will defer the adoption of presentation of reclassification items out of accumulated other comprehensive income until November 1, 2012. We adopted the new guidance beginning November 1, 2012, and the adoption of the new guidance did not impact our financial position, results of operations or cash flows, other than the related disclosures. | ||
In September 2011, the FASB issued ASU 2011-08 “Intangibles-Goodwill and Other: Testing Goodwill for Impairment” which provides an entity the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step test for goodwill impairment. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. The revised standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. However, an entity can choose to early adopt even if its annual test date is before the issuance of the final standard, provided that the entity has not yet performed its 2011 annual impairment test or issued its financial statements. We adopted the new guidance and the adoption of the new guidance is not expected to impact our financial position, results of operations, comprehensive income or cash flows, other than related disclosures. | ||
In July 2012, the FASB issued ASU 2012-02 “Intangibles-Goodwill and Other: Testing Indefinite-Lived Intangible Assets for Impairment” which provides an entity the option to first assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount. We adopted the new guidance and the adoption of the new guidance is not expected to impact our financial position, results of operations, comprehensive income or cash flows, other than related disclosures. | ||
Recently Issued Accounting Standards | ||
In February 2013, the FASB issued ASU 2013-02 “Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This amendment does not change the current requirements for reporting net income or other comprehensive income in Financial Statements. These amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional details about those amounts. We expect to adopt the new guidance beginning on November 1, 2013, and the adoption of the new guidance is not expected to impact our financial position, results of operations, comprehensive income or cash flows, other than the related disclosures to the extent applicable. | ||
In April 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements: Topic Liquidation Basis of Accounting “ (“ASU 2013-07”). ASU 2013-07 requires an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is considered imminent when the likelihood is remote that the organization will return from liquidation and either: (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties; or (b) a plan for liquidation is being imposed by other forces. ASU 2013-07 will be effective for the Company beginning on November 1, 2014. The Company expects that the adoption of ASU 2013-07 will not have a material impact on its financial statements or disclosure. | ||
In July 2013, the FASB issued ASU 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" ("ASU 2013-11"). ASU 2013-11 provides that an unrecognized tax benefit, or portion thereof, should be presented in the financial statements as a reduction to a deferred tax asset for net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional income taxes that would result from disallowance of a tax position, or the tax law does not require the entity to use, and the entity does not intend to use the deferred tax asset for such purpose then the unrecognized tax benefit should be presented as a liability. ASU 2013-11 will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption and retrospective application is permitted. The Company expects that the adoption of ASU 2013-11 will not have a material impact on its financial statements or disclosure. |
Inventories
Inventories | 12 Months Ended | ||||||||
Oct. 31, 2013 | |||||||||
Inventories [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
2. Inventories | |||||||||
Inventories consisted of the following: | |||||||||
October 31, | |||||||||
2013 | 2012 | ||||||||
Printing: | |||||||||
Raw materials | $ | 1,375,675 | $ | 1,662,766 | |||||
Work in process | 756,861 | 798,242 | |||||||
Finished goods | 1,218,233 | 1,383,094 | |||||||
Office products and office furniture | 1,533,810 | 1,920,701 | |||||||
$ | 4,884,579 | $ | 5,764,803 |
Longterm_Debt
Long-term Debt | 12 Months Ended | ||||||||
Oct. 31, 2013 | |||||||||
Long-term Debt [Abstract] | ' | ||||||||
Long-term Debt | ' | ||||||||
3. Long-term Debt | |||||||||
Long-term debt consisted of the following: | |||||||||
October 31, | |||||||||
2013 | 2012 | ||||||||
Term Note A dated October 7, 2013, due in monthly installments of $50,000 plus interest payments equal to the | $ | 10,450,000 | $ | - | |||||
prime rate of interest plus 2% maturing April 1, 2015, collateralized by substantially all of the assets of the | |||||||||
Company | |||||||||
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 November 2012-October 2015, collateralized by equipment and vehicles (0% interest on Lessor note) (see Note 10) | 440,281 | 677,167 | |||||||
Notes payable to shareholders. The shareholder note of $2.5 million plus all accrued interest was initially due in | 2,500,000 | 2,500,000 | |||||||
one balloon payment in September 2014 pursuant to Term Note A maturity adjusted to April 2015. Interest is | |||||||||
equal to the prime rate. | |||||||||
Term loan A with a syndicate of banks, due in monthly installments of $238,000 plus interest payments equal to | - | 19,762,000 | |||||||
LIBOR plus the applicable margin of 8% original maturity June 2013, collateralized by substantially all of the | |||||||||
assets of the Company. | |||||||||
Term loan B with a syndicate of banks, original maturity June 30, 2013, interest (deferred fee) at a rate of 16%, | - | 6,277,744 | |||||||
with aggregate unpaid deferred fee itself bearing interest collateralized by substantially all of the assets of | |||||||||
the Company | |||||||||
Bullet loan A with a syndicate of Banks, due in installments of $1.9 million on or before December 31, 2012 and | - | 3,350,000 | |||||||
$2.1 million on or before March 31, 2013 with interest at LIBOR plus the applicable margin of 8%, | |||||||||
collateralized by substantially all of the assets of the Company. | |||||||||
Revolving line of credit loan facility with a syndicate of banks, interest payments based on LIBOR plus the | - | 8,425,496 | |||||||
applicable margin of 6% original maturity in June 2013, collateralized by substantially all of the assets of the | |||||||||
Company. | |||||||||
Accrued Deferred fee (interest) Bullet loan B, originally due June 30, 2013 | - | 31,171 | |||||||
Capital lease obligation for printing equipment at an imputed interest rate of 6.02% per annum | 56,380 | 65,719 | |||||||
Unamortized debt discount | (477,387 | ) | (1,287,527 | ) | |||||
12,969,274 | 39,801,770 | ||||||||
Less current portion revolving line of credit | - | 8,425,496 | |||||||
Less current portion long-term debt | 902,565 | 29,998,791 | |||||||
Less current portion obligation under capital lease | 13,817 | 13,014 | |||||||
Less debt discount | - | -1,287,527 | |||||||
Long-term debt, net of current portion and revolving line of credit and capital lease obligation | $ | 12,052,892 | $ | 2,651,996 | |||||
Continuing operations: | |||||||||
Long-term debt, net of current portion and revolving line credit | $ | 9,494,727 | $ | 99,291 | |||||
Long-term capital lease obligation | 42,563 | 52,705 | |||||||
Current portion of long-term debt and revolving line of credit | 902,565 | 25,602,082 | |||||||
Long-term notes payable to related party | 2,500,000 | 2,500,000 | |||||||
Current portion of capital lease obligation | 13,817 | 13,014 | |||||||
Debt Discount | (477,387 | ) | (1,287,527 | ) | |||||
Total debt from continuing operations | 12,476,285 | 26,979,565 | |||||||
Liabilities held for sale/discontinued operations - debt (see Note 12) | 492,989 | 12,822,205 | |||||||
Total indebtedness | $ | 12,969,274 | $ | 39,801,770 | |||||
The Company has determined in accordance with applicable provisions of GAAP that indebtedness that is required to be repaid as a result of a disposal transaction should be allocated to discontinued operations. The specific allocation of sale proceeds would typically be allocated at the discretion of the Administrative Agent for the Company's Previous Secured Lenders between the revolving credit facility and term debt. The proceeds from assets held for sale are required to be remitted to the Administrative Agent for the extinguishment of debt. Therefore, the debt allocated to liabilities held for sale/discontinued operations reflects actual or estimated debt pay downs based on either proceeds received or the carrying amount of the related assets held for sale, net of associated liabilities held for sale prior to debt allocated to liabilities held for sale/discontinued operations. The Company utilized estimated, or if available, actual debt payments required to be made associated with the held for sale/discontinued operations classification. The prior period amounts were equivalent to the allocations or payments in the applicable period. | |||||||||
Maturities of long-term debt and capital lease obligations from continuing and discontinued operations for each of the next five years beginning November 1, 2013: | |||||||||
2014 | $ | 916,382 | |||||||
2015 | 12,024,999 | ||||||||
2016 | 15,574 | ||||||||
2017 | 12,319 | ||||||||
$ | 12,969,274 | ||||||||
Debt 2013: | |||||||||
Effective October 7, 2013 the Company began operating under a Third Amended and Restated Credit Agreement (the “October 2013 Credit Agreement”) as further discussed herein. The following is a sequential summary of the various debt actions in 2013: | |||||||||
The Company operated under the provisions of the Restated Credit Agreement until the event of default notice received on March 25, 2013. Since that date the Company operated under an event of default pursuant to two default notifications defined herein. | |||||||||
The Company received a notice of default on March 25, 2013 in a letter dated March 22, 2013, which was reported pursuant to item 2.04 of Form 8-K filed March 26, 2013. This notice of default advised that the Administrative Agent had not waived any event of default and the Lender Parties expressly reserve all rights and remedies available to them under the Restated Credit Agreement. | |||||||||
The Company received a notice of default on April 30, 2013 in a letter dated April 25, 2013, which was reported pursuant to item 2.04 of Form 8-K filed May 3, 2013. This notice of default advised that the Administrative Agent had not waived any event of default and the Lender Parties expressly reserved all rights and remedies available to them under the Restated Credit Agreement. | |||||||||
The Notices of Default and Reservation of Rights specifically advised that Events of Default had occurred and continued to exist for the Company under Section 7.1(b) of the Credit Agreement by reason of: (a) Borrower's noncompliance with the minimum EBITDA covenant, set forth in Section 6.20(d) of the Credit Agreement, for the Test Periods ended February 28 and March 31, 2013 and for the Notices of Default filed May 3, 2013 (b) the Company's failure to perform the covenant set forth in Section 6.31(d) of the Credit Agreement (failure to complete, no later than March 31, 2013, the Designated Transaction). | |||||||||
On May 31, 2013, the Administrative Agent, the Lenders, all of its subsidiaries and Marshall T. Reynolds entered into the May 2013 Forbearance Agreement which provided, among other things, that during a forbearance period commencing on May 31, 2013, and ending on September 30, 2013 (unless terminated sooner by default of the Company under the May 2013 Forbearance Agreement), the Lenders were willing to temporarily forbear exercising certain rights and remedies available to them, including acceleration of the obligations or enforcement of any of the liens provided for in the Restated Credit Agreement. The Company acknowledged in the May 2013 Forbearance Agreement that as a result of the existing defaults, the Lenders were entitled to decline to provide further credit to the Company, to terminate their loan commitments, to accelerate the outstanding loans, and to enforce their liens. | |||||||||
The May 2013 Forbearance Agreement provided that during the forbearance period, so long as the Company met the conditions of the May 2013 Forbearance Agreement, it could continue to request credit under the revolving credit line. | |||||||||
The May 2013 Forbearance Agreement required the Company to: | |||||||||
(a) | Enter into various Designated Transactions referred to as Designated Transaction No. 1 and Designated Transaction No. 2 pursuant to applicable approvals from secured lenders regarding pricing or other actions, including letters of intent no later than June 14, 2013 setting forth the terms and conditions for Designated Transaction No. 1 that shall be satisfactory to the Required Lenders. The Company was also required to use its reasonable best efforts to enter into a letter of intent, no later than June 7, 2013, for Designated Transaction No. 2. There were also various targeted dates upon acceptance of applicable letters of intent for Designated Transactions which would result in various actions to be achieved by the applicable milestone dates or if not achieved might be considered an event of default. | ||||||||
(b) | Acknowledge in a writing, satisfactory to the Required Lenders, that approval of the Company’s shareholders shall not be required for Designated Transaction No. 1, whether considered separately or together with Designated Transaction No. 2. | ||||||||
(c) | The Company was be subject to a minimum EBITDA covenant commencing with the month ended June 30, 2013 based on a buildup starting April 1, 2013 of $1,378,394 at June 30, 2013, $2,198,509 at July 31, 2013 and $2,506,722 at August 31, 2013 | ||||||||
(d) | Continued retention of Timothy D. Boates, RAS Management Advisors, LLC as its Chief Restructuring Officer who shall continue to be subject to the sole authority, direction and control of the Company’s Board of Directors and to report directly to the Board. | ||||||||
(e) | Expenditure limitations as defined in CRO report and under direct control of the CRO. | ||||||||
(f) | The requirement of a general reserve of $1,000,000 in the definition of “Borrowing Base” in the Restated Credit Agreement shall be waived for the duration of the Forbearance Period. | ||||||||
(g) | Removal of requirement to maintain $750,000 concentration account minimum balances. | ||||||||
(h) | Temporary Overadvance on the borrowing base in an amount not to exceed $1,200,000 subject to the aggregate revolving credit commitment limit of $10,000,000. Overadvance shall be repaid upon receipt of project receivables and such repayment shall be a permanent reduction in the Temporary Overadvance. Such Overadvance shall be repaid in full upon the earliest Designated Transaction No.1 or Designated Transaction No.2 or September 30, 2013. | ||||||||
(i) | Excess availability of $500,000. | ||||||||
On August 28, 2013, the Administrative Agent, the Lenders, all of its subsidiaries and Marshall T. Reynolds entered into a First Limited Forbearance and Waiver Agreement and Second Amendment to Amended and Restated Credit Agreement (“August 2013 Forbearance Amendment”). This Agreement decreased the Revolving Credit Commitments from $10,000,000 in the aggregate to $8,000,000 in the aggregate, modified certain financial covenants and provided the consent to the sale of certain assets. | |||||||||
The Company, various Company subsidiaries, as Guarantors, Marshall T. Reynolds, as shareholder and Big 4 Investments, LLC (“Administrative Agent and Lender”) as Lender and Administrative Agent entered into a Third Amended and Restated Credit Agreement dated October 7, 2013. Administrative Agent and Lender purchased the Company’s outstanding syndicated debt from Fifth Third Bank and the other Lenders (“Previous Secured Lenders”) for a price of $10.0 million. The Administrative Agent and Lender then simultaneously entered into the October 2013 Credit Agreement with the Company pursuant to the provisions of Term Note A for $10.0 million and related Guaranty Agreement and Stock Pledge and Security Agreement all dated October 7, 2013. The indebtedness immediately prior to the note sale reflected a balance pursuant to the Loan Purchase Agreement between Administrative Agent and Lender and the Previous Secured Lenders of approximately $19.9 million representing Term Loan A, Term Loan B and Revolving Loans plus accrued deferred fee and accrued interest of approximately $1.2 million. | |||||||||
The October 2013 Credit Agreement and related Term Note A, Guaranty Agreement and Stock Pledge and Security Agreement as further described herein amended various provisions of the Restated Credit Agreement dated October 19, 2012, including but not limited to: | |||||||||
● | October 2013 Credit Agreement maturity of April 1, 2015. | ||||||||
● | Existing debt restructured from Term Loan A, Term Loan B, and Revolving Credit Facility to Term Note A in the amount of $10,000,000. | ||||||||
● | The Company's debt will not have a revolving credit facility component. | ||||||||
● | Interest rate at the Wall Street Journal prime rate of interest plus two percent. | ||||||||
● | Principal payments due monthly at $50,000 per month. | ||||||||
● | $500,000 maturity or prepayment premium. | ||||||||
● | Financial covenant of maximum capital expenditures of $3,000,000 during any fiscal year. | ||||||||
● | Personal guaranty of Marshall T. Reynolds. | ||||||||
● | Stock Pledge and Security Agreement providing a third party credit enhancement to support the credit facility underwritten by the Administrative Agent. | ||||||||
● | In consideration for the personal Guaranty Agreement of Marshall T. Reynolds and Stock Pledge and Security Agreement, the warrants held by the Previous Secured Lenders were assigned to Marshall T. Reynolds. The warrants represent $0.001 per share warrants issued for up to 30% (on a post-exercise basis) of the outstanding common stock of the Company in the form of non-voting Class B common stock and associated Investor Rights Agreement. | ||||||||
The Company reviewed applicable GAAP and determined that extinguishment accounting should be applied in relation to the October 2013 Credit Agreement. | |||||||||
Debt 2012: | |||||||||
Effective October 19, 2012, the Company began operating under the provisions of the Restated Credit Agreement as further discussed herein. The following is a sequential summary of the various debt actions in 2012. | |||||||||
The secured and unsecured credit facilities contained restrictive financial covenants requiring the Company to maintain certain financial ratios. The Company was unable to remain in compliance with certain financial covenants arising under substantially all of its long-term note agreements. The creditors did not waive the financial covenant requirements. | |||||||||
The Company received a notice of default on December 12, 2011, which was reported pursuant to item 2.04 of Form 8-K filed December 15, 2011. This notice of default advised that the Administrative Agent had not waived the event of default and reserved all rights and remedies thereof. These remedies included, under the Credit Agreement, the right to accelerate and declare due and immediately payable the principal and accrued interest on all loans outstanding under the Credit Agreement. The notice of default further stated that any extension of additional credit under the Credit Agreement would be made by the lenders in their sole discretion without any intention to waive any event of default. | |||||||||
On December 28, 2011, the Administrative Agent, the Lenders, the Company, all of its subsidiaries and Marshall T. Reynolds entered into a Limited Forbearance Agreement and Third Amendment to Credit Agreement (the "Limited Forbearance Agreement") which provided, among other things, that during a forbearance period commencing on December 28, 2011, and ending on April 30, 2012 (unless terminated sooner by default of the Company under the Limited Forbearance Agreement or Credit Agreement), the Lenders were willing to temporarily forbear exercising certain rights and remedies available to them, including acceleration of the obligations or enforcement of any of the liens provided for in the Credit Agreement. The Company acknowledged in the Limited Forbearance Agreement that as a result of the existing defaults, the Lenders were entitled to decline to provide further credit to the Company, to terminate their loan commitments, to accelerate the outstanding loans, and to enforce their liens. | |||||||||
The Limited Forbearance Agreement provided that during the forbearance period, so long as the Company meets the conditions of the Limited Forbearance Agreement, it may continue to request credit under the revolving credit line. | |||||||||
The Limited Forbearance Agreement required the Company to: | |||||||||
(a) engage a chief restructuring advisor to assist in developing a written restructuring plan for the Company's business operations; | |||||||||
(b) submit a restructuring plan to the Administrative Agent by February 15, 2012; | |||||||||
(c) provide any consultant retained by the Administrative Agent with access to the operations, records and employees of the Company; | |||||||||
(d) attain revised minimum EBITDA covenant targets; and | |||||||||
(e) provide additional financial reports to the Administrative Agent. | |||||||||
The Limited Forbearance Agreement provided that the credit commitment under the Credit Agreement was $15,000,000 and provided for a $1,450,000 reserve against the Credit Agreement borrowing base. The Company had borrowed under its $15.0 million line of credit approximately $9.7 million at December 28, 2011, which encompassed working capital requirements, refinancing of existing indebtedness prior to The Herald-Dispatch acquisition and to partially fund the purchase of The Herald-Dispatch. | |||||||||
On December 28, 2011, pursuant to the terms of the Limited Forbearance Agreement, a draw of $2.0 million was made on the cash collateral and $2.0 million was funded in the form of the subordinated unsecured promissory note. | |||||||||
The Company received a notice of default and reservation of rights letter on May 2, 2012, which was reported pursuant to Item 2.04 of Form 8-K filed May 4, 2012. | |||||||||
In a Current Report on Form 8-K filed May 4, 2012, Champion Industries, Inc. (“Champion”) advised that on May 2, 2012, Fifth Third Bank, as Administrative Agent (the “Administrative Agent”) for lenders under Champion’s Credit Agreement dated September 14, 2007, as amended (the “Credit Agreement”) had sent Champion a Notice of Default and Reservation of Rights (“Notice of Default”), advising that Champion’s default under provisions of the Credit Agreement requiring it to maintain certain financial ratios constituted an Event of Default under the Credit Agreement. The default related to Sections 6.20(a) and 6.20(b) of the Credit Agreement. | |||||||||
The Notice of Default also advised that the Administrative Agent had not waived the Event of Default and reserved all rights and remedies as a result thereof. Those remedies include, under the Credit Agreement, the right to accelerate and declare due and immediately payable the principal and accrued interest on all loans outstanding under the Credit Agreement. | |||||||||
The Notice of Default further stated that any extension of additional credit under the Credit Agreement would be made by the lenders in their sole discretion without any intention to waive any Event of Default. | |||||||||
On July 31, 2012, the Administrative Agent, the Lenders, Champion, all its subsidiaries and Marshall T. Reynolds entered into a First Amended and Restated Limited Forbearance Agreement and Fourth Amendment to Credit Agreement dated July 13, 2012 (the “Forbearance Agreement”) which provided, among other things, that during a forbearance period commencing on July 13, 2012 and ending on August 15, 2012 (unless sooner terminated by default of Champion under the Forbearance Agreement or the Credit Agreement), the Required Lenders were willing to temporarily forbear exercising certain rights and remedies available to them, including acceleration of the obligations or enforcement of any of the liens provided for in the Credit Agreement. Champion acknowledged in the Forbearance Agreement that as a result of the existing defaults, the Lenders were entitled to decline to provide further credit to Champion, to terminate their loan commitments, to accelerate the outstanding loans, and to enforce their liens. | |||||||||
The Forbearance Agreement provided that during the forbearance period, so long as Champion meets the conditions of the Forbearance Agreement, it may continue to request credit under the revolving credit line. | |||||||||
The Forbearance Agreement required Champion to: | |||||||||
● | continue to engage a chief restructuring advisor to assist in developing a written restructuring plan for Champion’s business operations; | ||||||||
● | submit an updated proposed restructuring plan to the Administrative Agent by July 16, 2012; | ||||||||
● | provide any consultant retained by the Administrative Agent with access to the operations, records and employees of Champion and their advisors; | ||||||||
● | attain revised minimum EBITDA covenant targets; | ||||||||
● | provide additional financial reports to the Administrative Agent; | ||||||||
● | make a good faith effort to effectuate certain transaction initiatives identified by the Company; | ||||||||
● | permit Administrative Agent to retain a media transaction expert and allow access to Company personnel and advisors; and | ||||||||
● | forbearance fee of 0.25%. | ||||||||
The Forbearance Agreement provided that the credit commitment under the Credit Agreement was $13,600,000 and provided for a $1,450,000 reserve against the Credit Agreement borrowing base. The applicable margin had been increased to 6.0% if utilizing the base rate or 4% if utilizing the amended base rate as well as a PIK compounding Forbearance Fee of 2% of the outstanding amount of term loans. The default rate is an additional 2% for outstanding term loans. | |||||||||
On August 20, 2012 the Company received a Notice of Forbearance Termination, Additional Defaults and Reservation of Rights ("Notice of Default") letter from the Administrative Agent for its secured lenders which was reported pursuant to Item 2.04 of Form 8-K filed August 21, 2012. This Notice of Default resulted from the expiration of the First Amended and Restated Limited Forbearance Agreement and Fourth Amendment to Credit Agreement ("Forbearance Agreement") on August 15, 2012 through the effective date of the September Forbearance Agreement. The Forbearance Agreement was the result of a previous Notice of Default as more fully described herein. The Company references to minimum excess availability and other credit availability related to the Forbearance Agreement are not applicable after July 31, 2012 through the effective date of the September Forbearance Agreement due to the expiration of the Forbearance Agreement. The Company had been notified that any extension of additional credit would be made by the Lenders in their sole discretion without any intention to waive any Event of Default. The Lenders had continued to provide the Company with access to the applicable revolving credit facilities during this default period. | |||||||||
On September 12, 2012, the Company entered into a Second Amendment to the Limited Forbearance Agreement and Fifth Amendment to Credit Agreement ("September Forbearance Agreement") which extended the maturity of the credit facility through October 15, 2012. The September Forbearance Agreement provided that during the forbearance period, so long as the Company met the conditions of the September Forbearance Agreement, it may continue to request credit under the revolving credit line. | |||||||||
The September Forbearance Agreement required the Company to/or changed as follows: | |||||||||
● | pay a 0.10% extension fee based on the then-outstanding loans, interests in Letters of Credit and Unused Revolving Credit Commitments; | ||||||||
● | continue services of bank group consultant as well as continued retention of Company advisors; | ||||||||
● | release and term debt pay down of remaining $500,000 under the provisions of the Contribution Agreement hereinafter described; | ||||||||
● | continue actions to effectuate certain transactions, including the financing of certain receivables and finalizing the Safeguard transaction; | ||||||||
● | agree to terms on a debt restructuring by September 15, 2012 subject to credit approval and documentation; | ||||||||
● | minimum EBITDA covenant for August 2012 of $400,000; | ||||||||
● | aggregate revolving credit commitments of $13,000,000. | ||||||||
On October 19, 2012, the Company, the Administrative Agent and other lenders all party to the Company's Credit Agreement dated September 14, 2007 (as previously supplemented and amended, the "Original Credit Agreement") entered into a First Amended and Restated Credit Agreement ("Restated Credit Agreement") dated October 19, 2012 and Side Letter Agreement dated October 19, 2012. The Company reviewed the applicable requirements associated with debt modifications and restructurings to determine the applicable accounting for the Company's Restated Credit Agreement. The Company determined that modification accounting was appropriate based on the facts and circumstances of the Company's analysis as applied to applicable GAAP. A primary determining factor was the imputed effective interest rate of the Company's debt being substantially higher after the modification than was present prior to the modification. This was a key determining factor in assessing whether the Company's secured lender's had granted a concession. The Restated Credit Agreement and Side Letter Agreement amended various provisions of the Original Credit Agreement and added various provisions as further described herein, including but not limited to the following provisions of the Restated Credit Agreement: | |||||||||
● | Restated Credit Agreement maturity at June 30, 2013, subject to Champion's compliance with terms of the Restated Credit Agreement and Side Letter Agreement. | ||||||||
● | $0.001 per share warrants issued for up to 30% (on a post-exercise basis) of the outstanding common stock of the Company in the form of non-voting Class B common stock and associated Investor Rights Agreement for the benefits of the Lenders, subject to shareholder approval. The Company had various milestone dates, which might have reduced the number of warrants outstanding upon satisfaction of certain conditions. The warrants expire after October 19, 2017. | ||||||||
● | Various Targeted Transactions which may require the sale of various assets, divisions or segments upon the achievement of agreed upon value benchmarks among other considerations and if not successfully completed by the applicable milestone dates will be considered an event of default. | ||||||||
● | Existing debt restructured into a $20,000,000 Term Loan A, $6,277,743.89 Term Loan B, $4,000,000 Bullet Loan and $9,025,496.00 Revolver Loan. | ||||||||
● | A $10,000,000 revolving credit facility with a sublimit of up to $3,000,000 for swing loans. Outstanding borrowings thereunder may not exceed the sum of (1) up to 85% of eligible receivables (reduced to 80% of eligible receivables effective December 30, 2012) plus (2) up to the lesser of $5,000,000 or 50% of eligible inventory. | ||||||||
● | Targeted interest rates as follows based on a LIBOR borrowing option; Term Note A at LIBOR plus 8%, Term Note B at 0% (subject to a deferred fee of 16% per annum with various milestone dates reducing or forgiving such fees upon successful completion of such milestones.), revolving loans at LIBOR plus 6% and Bullet Loans A at a rate of LIBOR plus 8%. | ||||||||
● | At Champion’s option, interest at a LIBOR Rate plus the applicable margin. | ||||||||
● | Post default increase in interest rates of 2%. | ||||||||
● | Amendment of various covenants as further described in the Restated Credit Agreement. | ||||||||
● | Fixed Charge Coverage Ratio is required to be 1.0 to 1.0 as of January 31, 2013 and 1.10 to 1.0 as of April 30, 2013 based on a buildup model commencing October 1, 2012. | ||||||||
● | Leverage Ratio is required to be 3.30 to 1.00 as of January 31, 2013 and 3.10 to 1.00 as of April 30, 2013 based on a trailing twelve month EBITDA calculation. | ||||||||
● | Minimum EBITDA pursuant to a monthly build up commencing with the month ended October 31, 2012 of $600,000 increasing to $1,100,000 for November 30, 2012, $1,600,000 at December 31, 2012, $2,600,000 at January 31, 2013, $3,350,000 at February 28, 2013, $4,100,000 at March 31, 2013, $5,200,000 at April 30, 2013, $5,550,000 at May 31, 2013 and $5,900,000 at June 30, 2013. | ||||||||
● | Maximum Capital expenditures are limited to $1,000,000 for fiscal years commencing after October 31, 2012. | ||||||||
● | Enhanced reporting by Champion to Administrative Agent. | ||||||||
● | Continued retention of a Chief Restructuring Advisor and Raymond James & Associates, Inc. as well as continued retention by Secured Lenders of their advisor. | ||||||||
● | $100,000 fee due at closing plus monthly Administrative Agent fees of $15,000 monthly through June 30, 2013. | ||||||||
Debt 2011: | |||||||||
The Company operated under the provisions of the Second Amendment and Waiver to the Credit Agreement among the Company, Fifth Third Bank, as Lender, L/C Issuer and Administrative Agent for Lenders and other Lenders dated March 31, 2010 (the "Second Amendment") until its default for the quarter ended October 31, 2011. On July 18, 2011, the Company and Mr. Reynolds entered into and consummated an Exchange Agreement pursuant to which the $3,000,000 subordinated unsecured promissory note, dated December 29, 2009 and delivered in connection with the Forbearance Agreement, together with $147,875 in accrued interest, was exchanged for 1,311,615 shares of common stock. The ratio of exchange was $2.40 of principal and accrued interest for one share of common stock. The transaction was completed at a discount of approximately 42.5% of the face value of the subordinated unsecured promissory note and related accrued interest. The transaction was approved by a majority of the disinterested directors in a separate board meeting chaired by a disinterested director. The transaction resulted in a net gain on early extinguishment of debt from a related party which is reflected in our Consolidated Statements of Operations. As a result of the Exchange Agreement, Marshall T. Reynolds beneficially owned over 50% of the Company's outstanding common stock at the time of the transaction. | |||||||||
The Company had borrowed under its $15.0 million line of credit approximately $9.7 million at October 31, 2011, which encompassed working capital requirements, refinancing of existing indebtedness prior to the Herald-Dispatch acquisition and to partially fund the purchase of the Herald-Dispatch. | |||||||||
Other debt provisions: | |||||||||
The prime rate was the primary interest rate on the above loans prior to September 14, 2007. After this date, the primary interest rate consisted primarily of LIBOR 30-day, 60-day and 90-day rates plus the applicable margin (effective with the Second Amendment, the primary interest rate was LIBOR 30-day and 60-day rates plus the applicable margin) (after the Restated Credit Agreement effective date, the primary interest rate was LIBOR plus the applicable margin). Concurrent with the October 2013 Credit Agreement the prime rate plus the applicable margin is the primary interest rate on the Company's indebtedness. Prime rate approximated 3.25% at October 31, 2013, 2012, and 2011 while the LIBOR rate approximated 0.16% at October 31, 2012 and the 30-day LIBOR rate approximated 0.24% at October 31, 2011. The Company had accrued interest of approximately $142,000 and $129,000 at October 31, 2013 and October 31, 2012 recorded as accrued expenses on the balance sheet. Deferred financing costs and debt discount are amortized under the interest method over the life of the related credit facilities and are reported as part of interest expense. In 2013, 2012, and 2011, $1,645,000, $572,000, and $437,000 of debt discount and/or deferred financing costs were included as interest expense. In addition, certain period costs associated with these credit facilities are recorded as a component of interest including administrative agent fees and costs. The Company is amortizing under the interest method the debt discount associated with the issuance of warrants as well as lender fees and other costs associated with the Restated Credit Agreement and the costs and maturity prepayment premium associated with the October 2013 Credit Agreement. Interest paid from total operations during the years ended October 31, 2013, 2012 and 2011 approximated $3,069,00, $3,463,000 and $3,598,000. | |||||||||
The Company does not believe it is practicable to estimate the fair value of its variable interest-bearing debt and revolving credit facilities related to its primary credit facilities with a syndicate of banks (prior to the effective date of the October 2013 Credit Agreement) and at October 31, 2013 with a private investor and its subordinated debt to a related party due primarily to the fact that an active market for the Company’s debt does not exist. | |||||||||
The term debt not related to the Restated Credit Agreement and subordinated debt to shareholders had a carrying value of approximately $0.4 million and the Company believes the carrying value approximates fair value for this debt based on recent market conditions, collateral support, recent borrowings and other factors. | |||||||||
In 2013, the Company had non-cash financing activities relating to the Company entering into a Term Note A agreement as previously described herein for $10.0 million, net of debt discount, resulting in the extinguishment of obligations to the Previous Secured Lenders and associated debt forgiveness. In 2012, the Company also paid down syndicated term debt with proceeds of $2.5 million from issuing subordinated debt to a related party. The Company exchanged a $3,000,000 Unsecured Promissory Note payable to Marshall T. Reynolds, its CEO, together with $147,875 in accrued interest for 1,311,615 shares of common stock in the third quarter of 2011. This transaction resulted in a pre-tax gain on early extinguishment of debt of approximately $1.3 million. The Company had previously recorded certain purchases for 2011 of $621,000 as non-cash activities. The cash flow statement has been restated for 2011 to reflect these transactions as cash activities. |
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Oct. 31, 2013 | |
Employee Benefit Plan [Abstract] | ' |
Employee Benefit Plan | ' |
4. Employee Benefit Plan | |
The Company had a Profit Sharing Plan that covered all eligible employees and qualified as a Savings Plan under Section 401(k) of the Internal Revenue Code. Effective January 1, 1998, the Profit Sharing Plan was merged into The Champion Industries, Inc. 401(k) Plan (the "Plan"). The Plan covers all eligible employees who satisfy the age and service requirements. Each participant may elect to contribute up to 15% of annual compensation and the Company previously contributed 100% of the participant's contribution not to exceed 2% of the participant's annual compensation. The Company eliminated the employer match, as previously described, in the second quarter of 2010. The Company may make discretionary contributions to the Plan. The Company's expense under these plans was approximately $0 for the years ended October 31, 2013, 2012 and 2011. | |
The Company's accrued vacation liability as of October 31, 2013 and 2012, was approximately $567,000, and $633,000. This item is classified as a component of accrued expenses on the financial statements. | |
The Company's 1993 Stock Option Plan provided for the granting of both incentive and non-qualified stock options to management personnel for up to 762,939 shares of the Company's common stock. In March 2004, the Company’s 2003 stock option plan was adopted to provide for the granting of both incentive and non-qualified stock options to management personnel for up to 475,000 shares of the Company’s common stock. | |
The option price per share for incentive stock options shall not be lower than the fair market value of the common stock at the date of grant. The option price per share for non-qualified stock options shall be at such price as the Compensation Committee of the Board of Directors may determine at its sole discretion. All options to date are incentive stock options. There were no options outstanding as of October 31, 2013, 2012, and 2011. Options vest immediately and may be exercised within five years from the date of grant. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Oct. 31, 2013 | |||||||||||||
Income Taxes [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
5. Income Taxes | |||||||||||||
Income tax benefit (expense) consisted of the following: | |||||||||||||
Year Ended October 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current benefit (expense): | |||||||||||||
Federal | $ | 1,565,286 | $ | 866,679 | $ | 2,737,509 | |||||||
State | 434,027 | 131,576 | 419,151 | ||||||||||
Deferred (expense) benefit | (1,894,167 | ) | (12,725,350 | ) | (3,367,983 | ) | |||||||
Income tax benefit (expense) | 105,146 | (11,727,095 | ) | (211,323 | ) | ||||||||
continuing operations | |||||||||||||
Intra-period tax allocation benefit (expense) | (105,146 | ) | - | 2,476,021 | |||||||||
discontinued operations | |||||||||||||
Total income tax benefit (expense) | $ | - | $ | (11,727,095 | ) | $ | 2,264,698 | ||||||
Deferred tax assets and liabilities are as follows: | |||||||||||||
October 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets: | |||||||||||||
Allowance for doubtful accounts | $ | 373,477 | $ | 466,249 | |||||||||
Net operating loss carry forward | 3,590,643 | 3,187,375 | |||||||||||
Accrued vacation | 187,322 | 297,014 | |||||||||||
Other accrued liabilities | 222,316 | 410,822 | |||||||||||
Intangible assets | 885,775 | 14,201,325 | |||||||||||
Gross deferred tax assets | 5,259,533 | 18,562,785 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Accounts receivable insolvency attribute | (1,612,376 | ) | - | ||||||||||
Property and equipment | (1,643,717 | ) | (2,009,265 | ) | |||||||||
Gross deferred tax liability | (3,256,093 | ) | (2,009,265 | ) | |||||||||
Net deferred tax asset before valuation allowance | 2,003,440 | 16,553,520 | |||||||||||
Valuation allowance: | |||||||||||||
Beginning balance | 16,553,520 | 597,711 | |||||||||||
Change during the period | (14,550,080 | ) | 15,955,809 | ||||||||||
Ending balance | 2,003,440 | 16,553,520 | |||||||||||
Net deferred tax asset | $ | - | $ | - | |||||||||
The above net deferred tax asset is presented on the balance sheet as follows: | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax asset - current | $ | - | $ | - | |||||||||
Deferred tax assets -non-current | - | - | |||||||||||
$ | - | $ | - | ||||||||||
A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate for continuing operations is as follows: | |||||||||||||
Year Ended October 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Statutory federal income tax rate | (34.0 | )% | 34 | % | (34.0 | )% | |||||||
State taxes, net of federal benefit | (1.8 | ) | 12.2 | 4.6 | |||||||||
Change in valuation allowance | 265.8 | (452.5 | ) | - | |||||||||
Disallowed deferred tax asset-related party | (220.1 | ) | - | - | |||||||||
Selling expenses | (1.4 | ) | (2.7 | ) | (14.6 | ) | |||||||
CODI, Insolvency Exemption debt basis | 3.1 | - | - | ||||||||||
Goodwill | (10.3 | ) | - | - | |||||||||
Other | 0.6 | 1.5 | 0.8 | ||||||||||
Effective tax rate, benefit (expense) | 1.9 | % | (407.5 | )% | (43.2 | )% | |||||||
The Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence was the cumulative loss incurred over the four-year period ended October 31, 2013 and over an eight-year period ended October 31, 2013. However, when these losses are adjusted for certain aberrations, rather than continuing conditions, the Company is able to represent that cumulative losses are not present in either the four year look back period or the eight year look back period. | |||||||||||||
The Company has excluded debt cancellation from cancellation of debt income (“CODI”) from current income tax liability in 2013 in accordance with applicable Internal Revenue Service guidelines regarding insolvency where the amount of debt cancellation excluded from gross ordinary income is applied to attribute reductions. The insolvency calculation is based on IRS guidelines associated with liabilities in excess of the fair market value of assets immediately prior to the debt cancellation. The attribute reductions are ordered and reduce net operating losses, various credits, capital losses, and asset basis among other attribute reductions if applicable and necessary. As a result of the CODI exception provided in Internal Revenue Code Section 108 the Company reduced its net operating losses, applicable credits and asset basis in accordance with the applicable ordering rules. The Company had previously fully reserved it's net deferred tax assets which included assets associated with The Herald-Dispatch. As a result of the sale of The Herald-Dispatch and associated Internal Revenue Service Code Regulations associated with losses with respect to transactions between related taxpayers the Company has deemed aggregate gross losses associated with this sale of $32.0 million to be disallowed for federal and state tax purposes. Accordingly, due to the permanent disallowance of these losses the Company has deemed this to be a worthless tax benefit and will write-off the deferred tax asset and valuation allowance accordingly. (See disallowed deferred tax assets-related party in rate reconciliation above) | |||||||||||||
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers a multitude of factors in assessing the utilization of its deferred tax assets including the reversal of deferred tax liabilities, projected future taxable income and other assessments, which may have an impact on financial results. The Company determined in the second quarter of 2012 that, primarily as a result of its inability to enter into an amended credit facility upon the expiration of the Limited Forbearance Agreement on April 30, 2012, as well as the potential for a substantial increase in interest rates and fees coupled with the uncertainty regarding future interest rate increases that the Previous Secured Lenders may impose on the Company that a full valuation allowance of the Company's deferred tax assets, net of deferred tax liabilities, is necessary to measure the portion of the deferred tax asset that more likely than not will not be realized. As a result of the Restated Credit Agreement entered into on October 19, 2012, the Company reassessed its valuation allowance and determined that the relative short term maturity of the Restated Credit Agreement coupled with the increase in interest rates indicated that a full valuation was warranted at October 31, 2012. As a result of the October 2013 Credit Agreement entered into on October 7, 2013 the Company reassessed it's previous determination regarding its valuation allowance and determined that a full valuation was warranted. The Company currently intends to maintain a full valuation allowance on our deferred tax assets until sufficient positive evidence related to our sources of future taxable income exists and the Company is better able to identify a longer term solution to our current credit situation. The Company was able to achieve a term note with an approximate eighteen month maturity pursuant to the terms of the October 2013 Credit Agreement. However, the Company's current credit situation is also impacted by liquidity concerns including the current operating environment without a revolving credit facility and the challenges faced with trade credit. The amount of deferred tax asset considered realizable could be adjusted in future periods based on a multitude of factors, including but not limited to a reassessment of our credit position, and such adjustments may be material to the Consolidated Financial Statements. | |||||||||||||
The Company’s effective tax rate for continuing operations for 2013 was a benefit of 1.9% compared to an expense of (407.5)% for 2012 and an expense of (43.2)% for 2011. The primary difference in tax rates between 2013 and 2012 and for 2012 between the effective tax rate and the statutory tax rate is a result of the valuation allowance taken against our deferred tax assets in the second quarter of 2012 in the amount of $15.2 million and a valuation allowance increase of an incremental $0.8 million in the third and fourth quarters of 2012. The effective income tax rate approximates the combined federal and state, net of federal benefit, statutory income tax rate and may be impacted by increases or decreases in the valuation allowance for deferred tax assets. The Company recorded a tax benefit from continuing operations in 2013 resulting from the application of certain provisions of ASC 740 regarding implications of intra-period tax allocations for discontinued operations to maintain financial statement neutrality and to recognize the tax components between continuing operations and discontinued operations on a discrete basis. | |||||||||||||
Income taxes paid (refunded) during the years ended October 31, 2013, 2012 and 2011 approximated $0, $0, and $(272,000). | |||||||||||||
The Company's net operating losses are comprised of net operating losses from operations for both Federal and State as well as net operating losses of acquired companies. The tax affected benefit of these are reflected in the Financial Statements at $3.6 million or approximately $0 net of valuation allowance. The Federal net operating losses may be carried forward 20 years and carried back 2 years whereas the State net operating losses generally cannot be carried back for the Company's purpose but can be carried forward 15-20 years. There are certain federal net operating losses which are reflected on a gross basis but which are subject to IRS Code Section 382 limitations and as such a valuation allowance has historically been recorded. | |||||||||||||
The Company was notified in December of 2011 and the examination commenced in December of 2011 by the IRS covering our fiscal year end 2010 federal income tax return. The Company was notified on December 19, 2012 that the IRS intends to issue a no change letter subject to the IRS Area Directors approval. The Company received an IRS notification dated January 10, 2013 indicating that the 2010 examination was complete with no change to the reported tax. As of October 31, 2012, the Company is subject to U.S. Federal income tax examination for returns filed after October 31, 2010. State Income Tax returns are generally subject to a period of examination for a period of three to five years. Tax interest and penalties are classified as income taxes in the accompanying statements of income and were insignificant for all periods presented. There was no unrecognized tax benefit at October 31, 2013 and 2012. The Company is currently unable to assess whether any significant increase to the unrecognized tax benefit will be recorded during the next 12 months. |
Related_Party_Transactions_and
Related Party Transactions and Operating Lease Commitments | 12 Months Ended | ||||||||||
Oct. 31, 2013 | |||||||||||
Related Party Transactions and Operating Lease Commitments [Abstract] | ' | ||||||||||
Related Party Transactions and Operating Lease Commitments | ' | ||||||||||
6. Related Party Transactions and Operating Lease Commitments | |||||||||||
The Company leases operating facilities from entities controlled by its Chief Executive Officer, his family and affiliates. The original terms of these leases, which are accounted for as operating leases, range from two to fifteen years. | |||||||||||
A summary of significant related party transactions follows: | |||||||||||
Year Ended October 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Rent expense paid to affiliated entities for operating facilities for operating facilities | $ | 493,000 | $ | 517,000 | $ | 517,000 | |||||
Sales of office products, office furniture and printing services to affiliated entities | 767,000 | 968,000 | 951,000 | ||||||||
In addition, the Company leases property and equipment from unrelated entities under operating leases. Rent expense from continuing operations amounted to $547,000, $470,000, and $596,000 for the years ended October 31, 2013, 2012 and 2011. | |||||||||||
Under the terms and conditions of the above-mentioned leases, the Company is primarily responsible for all taxes, assessments, maintenance, repairs or replacements, utilities and insurance. The Champion Output Solutions' lease excludes taxes and insurance during the initial lease term. Champion Output Solutions subleased approximately 8,500 square feet at an annual rate of approximately $38,000 on a month to month basis through December 2011. The Company has renewal options for certain leases covering varying periods. | |||||||||||
In addition, the Company purchased vehicles from an entity controlled by family members of its Chief Executive Officer in the amounts of $313,000, $66,000, and $223,000 for the years ended October 31, 2013, 2012 and 2011. | |||||||||||
Future minimum rental commitments for all non-cancelable operating leases including related party commitments with initial terms of one year or more consisted of the following at October 31, 2013: | |||||||||||
2014 | $ | 695,409 | |||||||||
2015 | 363,873 | ||||||||||
2016 | 349,849 | ||||||||||
2017 | 289,939 | ||||||||||
2018 | 195,132 | ||||||||||
Residual | 90,087 | ||||||||||
$ | 1,984,289 | ||||||||||
The Company participates in a self-insurance program for employee health care benefits with affiliates controlled by its Chief Executive Officer and as such is responsible for paying claims of Company participants as required by the plan document. The Company is allocated costs primarily related to the reinsurance premiums based on its proportionate share to provide such benefits to its employees in addition various personnel of the Company perform certain administrative functions for the independent third party administrator. The Company’s allocated expense related to this program (excluding claims paid) for the years ended October 31, 2013, 2012 and 2011 was approximately $0.3, $0.4 million, and $0.4 million. (expenses are inclusive of discontinued operations) | |||||||||||
During 2013, 2012 and 2011, the Company utilized an aircraft from an entity controlled by its Chief Executive Officer and reimbursed the controlled entity for the use of the aircraft, fuel, aircrew, ramp fees and other expenses attendant to the Company’s use, in amounts aggregating $34,000, $128,000, and $110,000. The Company believes that such amounts are at or below the market rate charged by third-party commercial charter companies for similar aircraft. | |||||||||||
The Company is self-insured for certain of the claims made under its employee medical insurance programs. The Company had recorded liabilities totaling $0.7 and $0.9 million for estimated costs related to outstanding claims as of October 31, 2013 and 2012, respectively. These costs include an estimate for expected settlements on pending claims, administrative fees and an estimate for claims incurred but not reported that we incorporated into a trend and lag analysis utilizing a variety of factors including historical claims trends and various processing statistics provided by the Company’s third party claims administrator. These estimates are based on management’s assessment of outstanding claims, historical analyses and current payment trends. The Company recorded an estimate for the claims incurred but not reported using an estimated lag period based upon historical information. The Company believes the reserves recorded are adequate based upon current facts and circumstances. Prior to 2012 these amounts were classified as accounts payable and to conform with the current year presentation these amounts are classified as accrued expenses. | |||||||||||
The Company exercised its option to purchase a building at 3000 Washington Street, Charleston, WV on June 16, 2009. The Company assigned its option to a related party purchaser and leased the building back from the related party for a period of five years with a call option to purchase the building within the new five year lease period which commenced October 27, 2009 for $1.5 million. | |||||||||||
On December 29, 2009, the Company, Marshall T. Reynolds, Fifth Third Bank, as Administrative Agent for lenders under the Company's Credit Agreement dated September 14, 2007, and the other lenders entered into a Forbearance Agreement. The Forbearance Agreement, among other provisions, required Marshall T. Reynolds to lend to the Company $3,000,000 in exchange for a subordinated unsecured promissory note in like amount, payment of principal and interest on which is prohibited until payment of all liabilities under the Credit Agreement. The subordinated unsecured promissory note, bearing interest at a floating Wall Street Journal prime rate and maturing September 14, 2014, and a debt subordination agreement, both dated December 29, 2009, were executed and delivered, and Mr. Reynolds advanced $3,000,000 to the Company. The $3,000,000 was applied to prepayment of $3,000,000 of the Company's loans. The Forbearance Agreement expired on March 31, 2010 and the Company entered into a Second Amendment and Waiver to Credit Agreement. | |||||||||||
On July 18, 2011, the Company and Mr. Reynolds entered into and consummated an Exchange Agreement pursuant to which the $3,000,000 subordinated unsecured promissory note, dated December 29, 2009 and delivered in connection with the Forbearance Agreement, together with $147,875 in accrued interest, was exchanged for 1,311,615 shares of common stock. The ratio of exchange was $2.40 of principal and accrued interest for one share of common stock. The transaction was completed at a discount of approximately 42.5% of the face value of the subordinated unsecured promissory note and related accrued interest. The transaction was approved by a majority of the disinterested directors in a separate board meeting chaired by a disinterested director. The transaction resulted in a net gain on early extinguishment of debt from a related party which is reflected in our consolidated statements of operations. As a result of the Exchange Agreement, Marshall T. Reynolds beneficially owned over 50% of the Company's outstanding common stock as a result of the transaction. | |||||||||||
As required by the Second Amendment, the Company, Marshall T. Reynolds and the Administrative Agent entered into a Contribution Agreement and Cash Collateral Security Agreement dated March 31, 2010 (the “Contribution Agreement”) pursuant to which Mr. Reynolds deposited $2,500,000 as cash collateral with the Administrative Agent, which the Administrative Agent may withdraw upon an event of default under the Credit Agreement. This cash collateral was in an account in Mr. Reynolds name with the Administrative Agent and was not reflected on the Company’s financial statements at October 31, 2011 and 2010. | |||||||||||
In connection with the Contribution Agreement, the Company has executed and delivered to Mr. Reynolds a Subordinated Promissory Note in an amount up to $2,500,000 (or less, based on draws by the Administrative Agent pursuant to the terms of the Contribution Agreement), payment of principal and interest on which is prohibited prior to January 31, 2011, and thereafter only with the Administrative Agent’s consent. The amount, if any, owed under the Subordinated Promissory Note is contingent upon a draw having been made under the Contribution Agreement. The Subordinated Promissory Note bears interest at the Wall Street Journal prime rate (3.25% at inception and at October 31, 2013 and 2012), original maturity September 14, 2014 and pursuant to Term Note A maturity adjusted to April 2015 and is unsecured. In the event of a draw under the terms of the Contribution Agreement, the cash proceeds shall be deemed to be a subordinated loan made by Mr. Reynolds to the Company. Pursuant to the terms of the Contribution Agreement, the triggers which may require a draw and subsequent issuance of subordinated debt include a payment violation, a fixed charge coverage ratio violation and a delivery violation by the Company failing to deliver a Compliance Certificate to the Administrative Agent when due under the Credit Agreement. Upon a draw on Mr. Reynolds’ cash collateral account, he is deemed to have made a loan in like amount under the Contribution Agreement and Subordinated Promissory Note, in amounts up to $2.5 million, the proceeds of which will be used by the Administrative Agent to repay outstanding term loans in the inverse order of maturity. | |||||||||||
On December 28, 2011, pursuant to the terms of the Limited Forbearance Agreement, a draw of $2.0 million was made on the cash collateral and $2.0 million was funded in the form of the subordinated unsecured promissory note. On September 14, 2012, in accordance with the provisions of the September Forbearance Agreement a draw of $500,000 was made under the provisions of the Contribution Agreement and was funded in the form of a subordinated unsecured promissory note. The draws of $2.0 million and $0.5 million were both used to pay term debt to a syndicate of banks. The promissory note was unfunded from inception through October 31, 2011 and fully funded at October 31, 2012. | |||||||||||
On June 25, 2013 the Company's wholly owned subsidiary Blue Ridge Printing Co., Inc. sold substantially all the assets of its operations headquartered in Asheville, North Carolina to BRP Company, Inc. and 544 Haywood Rd, LLC pursuant to an Asset Purchase Agreement among Champion, Seller and Buyers dated June 24, 2013. These entities include as investors the current division manager Bruce Fowler and the son of director Glenn W. Wilcox. The Company’s investment advisor had conducted a nationwide marketing process for the sale of Seller which yielded no comparable offers. The Company received $1,013,000 or $942,403 net of selling commissions and pro-rated taxes. This transaction is subject to a net liquidity adjustment to occur no later than 45 days from closing which resulted in the Company paying approximately $22,000 to the buyer. | |||||||||||
On July 12, 2013 the Company's wholly owned subsidiary Champion Publishing sold substantially all the assets of its newspaper operations headquartered in Huntington, West Virginia to HD Media Company, LLC pursuant to an Asset Purchase Agreement among Champion, Seller and Buyer dated July 12, 2013. This entity includes as an investor Mr. Douglas Reynolds, son of Chairman & CEO Marshall T. Reynolds. The Company's investment advisor had conducted a nationwide marketing process for the sale of the Herald-Dispatch, which resulted in one other current offer. Champion's board of directors, in consultation with its independent advisors, determined that Mr. Douglas Reynolds' offer was the better offer both in terms of price and conditions. The Company received $10,000,000 or approximately $9,700,000 net of selling commissions and pro-rated taxes. The proceeds of this transaction were utilized to pay down term debt and the revolving credit line at the discretion of the Administrative Agent. | |||||||||||
The Company issued warrants to purchase Class B Common Stock concurrent with the Restated Credit Agreement. The Warrants entitle the Holders thereof to purchase that number of shares of Company Class B Common Stock equal to thirty percent (30%) of the then issued and outstanding Common Stock of the Company, on a fully diluted, post-exercise basis. Based on the 11,299,528 shares of Company Common Stock currently issued and outstanding, exercise in full of the Warrants would result in the Company’s issuance of an additional 4,842,654 shares to the Warrant Holders. In the event a greater number of issued and outstanding common shares exist at the time of option exercise, a greater number of options of shares of Class B Common Stock would be issuable. The Previous Secured Lenders assigned the warrants to Marshall T. Reynolds in consideration for his personal guaranty and stock pledge and security agreement to assist in facilitating the consummation of the October 2013 Credit Agreement. | |||||||||||
The Company believes that the terms of its related party transactions are no less favorable to the Company than could be obtained with an independent third party. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Oct. 31, 2013 | |
Commitments and Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
7. Commitments and Contingencies | |
The nature of The Company’s business results in a certain amount of claims, litigation, investigations, and other legal and administrative cases and proceedings, all of which are considered incidental to the normal conduct of business. When the Company determines it has meritorious defenses to the claims asserted, it vigorously defends itself. | |
The Company will consider settlement of cases when, in Management’s judgment, it is in the best interests of both the Company and its shareholders to do so. | |
The Company periodically assesses its liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. The Company would accrue a loss on legal contingencies in the event the loss is deemed probable and reasonably estimable. The accrual is adjusted as appropriate to reflect any relevant developments regarding the legal contingency. In the event of a legal contingency where a loss is not probable or the amount of the loss cannot be estimated, no accrual is established. | |
In certain cases, exposure to loss may exist in excess of the accrual to the extent such loss is reasonably possible, but not probable. Management believes an estimate of the aggregate of reasonably possible losses, in excess of amounts accrued, for current legal proceedings not covered by insurance is not greater than $0.4 million at October 31, 2013 and may be substantially lower than this amount. Any estimate involves significant judgment, given the varying stages of the proceedings (including cases in preliminary stages), as well as numerous unresolved issues that may impact the outcome of a proceeding. Accordingly, Management’s estimate will change from time-to-time, and actual losses may be more or less than the current estimate. The current loss estimate excludes legal and professional fees associated with defending such proceedings. These fees are expensed as incurred and may be material to the Company's Consolidated Financial Statements in a particular period. | |
While the final outcome of legal proceedings is inherently uncertain, based on information currently available, advice of counsel, and available insurance coverage, Management believes that there is no accrual for legal contingencies required at this time. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters, if unfavorable, may be greater than the current estimates discussed above and may be material to the Company’s Consolidated Financial Statements in a particular period. |
Acquisitions
Acquisitions | 12 Months Ended |
Oct. 31, 2013 | |
Acquisitions [Abstract] | ' |
Acquisitions | ' |
8. Acquisitions | |
On September 14, 2007, the Company completed, pursuant to an asset purchase agreement, the acquisition of The Herald-Dispatch daily newspaper in Huntington, WV. The purchase price was $77.0 million and subject to a working capital payment of $837,554 plus or minus any change in working capital from the index working capital base of $1,675,107 at the closing date of September 14, 2007. The working capital payment totaled approximately $1.6 million. (see Note 12) | |
As a result of the acquisition of Syscan Corporation in 2004, the Williams Land Corporation had the option to put the 3000 Washington Street building occupied by Syscan to the Company for a purchase price of $1.5 million and the Company had the option to purchase the building for $1.5 million at the conclusion of the five year lease term ending September 1, 2009. This option could be exercised no later than 60 days prior to the end of the lease and closing of said purchase could not exceed 45 days from the end of the lease. The Company exercised its option to purchase this building on June 16, 2009. The Company assigned its option to purchase to a related party and leased the building back from the related party for a period of five years with a call option to purchase the building within the new five year lease period, which commenced October 27, 2009, for $1.5 million. | |
All of the above transactions have been accounted for using the purchase method of accounting. |
Industry_Segment_Information
Industry Segment Information | 12 Months Ended | ||||||||||||
Oct. 31, 2013 | |||||||||||||
Industry Segment Information [Abstract] | ' | ||||||||||||
Industry Segment Information | ' | ||||||||||||
9. Industry Segment Information | |||||||||||||
The Company operates principally in two industry segments organized on the basis of product lines: the production, printing and sale, principally to commercial customers, of printed materials (including brochures, pamphlets, reports, tags, continuous and other forms) and the sale of office products and office furniture including interior design services. | |||||||||||||
The Company reports segment information in a manner consistent with the way that our management, including our chief operating decision maker, the Company’s Chief Executive Officer, assesses performance and makes decisions regarding allocation of resources in accordance with the Segment Disclosures Topic of the ASC. | |||||||||||||
Our Financial Reporting systems present various data, which is used to operate and measure our operating performance. Our chief operating decision maker utilizes various measures of a segment’s profit or loss including historical internal reporting measures and reporting measures based on product lines with operating income (loss) as the key profitability measure within the segment. Product line reporting is the basis for the organization of our segments and is the most consistent measure used by the chief operating decision maker and conforms with the use of segment operating income or (loss) that is the most consistent with those used in measuring like amounts in the Consolidated Financial Statements. During the third quarter of 2012, the Company realigned personnel and divisional responsibilities between the printing segment and office products and office furniture segments primarily in one location, resulting in additional SG&A costs of approximately $0.2 million being allocated to the office products and office furniture segment for 2012 which were previously a component of the printing segment. | |||||||||||||
The identifiable assets are reflective of non-GAAP assets reported on the Company's internal balance sheets and are typically adjusted for negative book cash balances, taxes and other items excluded for segment reporting. The assets are classified based on the primary functional segment category as reported on the internal balance sheets. Therefore the actual segment assets may not directly correspond with the segment operating (loss) income reported herein. The Company has certain assets classified as held for sale/discontinued operations representing $493,304 at October 31, 2013 and $14,894,820 at October 31, 2012. These assets were part of the printing and newspaper segments prior to the reclassification as assets held for sale/discontinued operations. The total assets reported on the Company's balance sheets as of October 31, 2013, 2012 and 2011 are $27,530,622, $47,966,591, and $82,024,282. The identifiable assets reported below represent $27,037,318, $33,071,771, and $37,905,143. | |||||||||||||
The table below presents information about reported segments for the years ended October 31: | |||||||||||||
2013 | Printing | Office Products & Furniture | Total | ||||||||||
Revenues from continuing operations | $ | 45,460,503 | $ | 34,333,182 | $ | 79,793,685 | |||||||
Elimination of intersegment revenue | (2,791,035 | ) | (4,679,475 | ) | (7,470,510 | ) | |||||||
Consolidated revenue from continuing operations | $ | 42,669,468 | $ | 29,653,707 | $ | 72,323,175 | |||||||
Operating (loss) income from continuing operations | (2,228,855 | ) | 954,451 | (1,274,404 | ) | ||||||||
Depreciation & amortization | 2,049,191 | 119,823 | 2,169,014 | ||||||||||
Capital expenditure | 541,855 | 2,788 | 544,643 | ||||||||||
Identifiable assets | 18,850,573 | 8,186,745 | 27,037,318 | ||||||||||
Goodwill | - | 1,230,485 | 1,230,485 | ||||||||||
2012 | Printing | Office Products & Furniture | Total | ||||||||||
Revenues from continuing operations | $ | 56,933,015 | $ | 40,606,947 | $ | 97,539,962 | |||||||
Elimination of intersegment revenue | (4,758,471 | ) | (5,631,460 | ) | (10,389,931 | ) | |||||||
Consolidated revenues from continuing operations | $ | 52,174,544 | $ | 34,975,487 | $ | 87,150,031 | |||||||
Operating income (loss) from continuing operations | (1,610,691 | ) | 1,915,331 | 304,640 | |||||||||
Depreciation & amortization | 2,449,031 | 113,671 | 2,562,702 | ||||||||||
Capital expenditures | 646,727 | 50,469 | 697,196 | ||||||||||
Identifiable assets | 25,046,667 | 8,025,104 | 33,071,771 | ||||||||||
Goodwill | 2,226,837 | 1,230,485 | 3,457,322 | ||||||||||
2011 | Printing | Office Products & Furniture | Total | ||||||||||
Revenues from continuing operations | $ | 57,312,694 | $ | 41,098,106 | $ | 98,410,800 | |||||||
Elimination of intersegment revenue | (5,249,556 | ) | (6,552,373 | ) | (11,801,929 | ) | |||||||
Consolidated revenues from continuing operations | $ | 52,063,138 | $ | 34,545,733 | $ | 86,608,871 | |||||||
Operating income (loss) from continuing operations | (288,291 | ) | 2,397,703 | 2,109,412 | |||||||||
Depreciation & amortization | 2,700,193 | 135,426 | 2,835,619 | ||||||||||
Capital expenditures | 1,196,274 | 77,336 | 1,273,610 | ||||||||||
Identifiable assets | 27,725,139 | 10,180,004 | 37,905,143 | ||||||||||
Goodwill | 2,226,837 | 1,230,485 | 3,457,322 | ||||||||||
A reconciliation of total segment revenue, assets and operating (loss) income to consolidated income (loss) before income taxes for the years ended October 31, 2013, 2012 and 2011 is as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Revenues: | |||||||||||||
Total segment revenues | $ | 79,793,685 | $ | 97,539,962 | $ | 98,410,800 | |||||||
Elimination of intersegment revenue | (7,470,510 | ) | (10,389,931 | ) | (11,801,929 | ) | |||||||
Consolidated revenue from continuing operations | $ | 72,323,175 | $ | 87,150,031 | $ | 86,608,871 | |||||||
Operating (loss) income from continuing operations: | |||||||||||||
Total segment operating (loss) income from continuing operations | $ | (1,274,404 | ) | $ | 304,640 | $ | 2,109,412 | ||||||
Interest expense - related party | (82,378 | ) | (57,733 | ) | (65,316 | ) | |||||||
Interest expense | (4,202,774 | ) | (3,111,845 | ) | (2,943,572 | ) | |||||||
Gain on early extinguishment of debt from a related party | - | - | 1,337,846 | ||||||||||
Gain from debt forgiveness | 11,118,069 | - | - | ||||||||||
Other (loss) income | (32,207 | ) | (13,118 | ) | 50,410 | ||||||||
Consolidated income (loss) before income taxes from continuing operations | $ | 5,526,306 | $ | (2,878,056 | ) | $ | 488,780 | ||||||
Identifiable assets: | |||||||||||||
Total segment identifiable assets | $ | 27,037,318 | $ | 33,071,771 | $ | 37,905,143 | |||||||
Elimination of intersegment assets and assets held for sale/discontinued operations | 493,304 | 14,894,820 | 44,119,139 | ||||||||||
Total consolidated assets | $ | 27,530,622 | $ | 47,966,591 | $ | 82,024,282 |
Restructuring_and_Other_Charge
Restructuring and Other Charges | 12 Months Ended | ||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||
Restructuring and Other Charges [Abstract] | ' | ||||||||||||||||
Restructuring and Other Charges | ' | ||||||||||||||||
10. Restructuring and Other Charges | |||||||||||||||||
In fiscal 2010 and 2011, the Company recorded charges related to a restructuring and profitability enhancement plan. This plan was implemented to effectuate certain key initiatives and was an integral component of the Second Amendment and Waiver to the Credit Agreement among the Company, Fifth Third Bank, as Lender, L/C Issuer and Administrative Agent for Lenders and other Lenders dated March 31, 2010 (the "Second Amendment"). These actions were taken to comply with the provisions and targeted covenants of the Second Amendment and to address the impact of the global economic crisis on the Company. The Company incurred costs in 2012 and 2013 related to the consolidation of the Company's commercial printing production operation in Cincinnati, Ohio into existing Company facilities in other locations. In 2013, the Company also incurred costs associated with personnel of approximately $55,000 and inventory costs of approximately $153,000, associated primarily with the sale of substantially all of the property, plant and equipment of the Donihe Graphics subsidiary in Kingsport, Tennessee. These costs associated with Donihe are reflected as a component of discontinued operations. The amount of future charges not discussed herein is currently not estimable by the Company. | |||||||||||||||||
The Company's restructuring plans were implemented to address several key initiatives, including streamlining production and administrative operations and headcount reductions. The aggregate pre-tax charge resulting from these actions was $2.5 million. The charges were comprised of $1.7 million associated with excess facility and maintenance costs, primarily related to operating leases, inventory related costs of $200,000 and costs associated with streamlining production and personnel related separation costs of $613,000. The costs associated with the restructuring and profitability enhancement plan are primarily recorded in the restructuring charges line item as part of operating income. Inventory is recorded as a component of cost of sales. | |||||||||||||||||
The following information summarizes the costs incurred with respect to restructuring, integration and asset impairment charges during the three and twelve months ended October 31, 2013, 2012, and 2011, as well as the cumulative total of such costs representing fiscal 2011, fiscal 2012, and fiscal 2013 to the extent applicable, such costs are included as a component of the printing segment: | |||||||||||||||||
Three Months Ended | Twelve Months Ended | Cumulative Total | |||||||||||||||
31-Oct-13 | 31-Oct-12 | October 31, 2011 | 31-Oct-13 | 31-Oct-12 | 31-Oct-11 | ||||||||||||
Occupancy and equipment related costs | $ | - | $ | - | $ | 322,237 | $ | 43,848 | $ | - | $ | 445,790 | $ | 1,662,813 | |||
Costs incurred to streamline production, personnel and other | - | - | - | - | 48,038 | 97,105 | 612,764 | ||||||||||
Inventory | - | - | - | - | - | 28,851 | 200,380 | ||||||||||
Total | $ | - | $ | - | $ | 322,237 | $ | 43,848 | $ | 48,038 | $ | 571,746 | $ | 2,475,957 | |||
The activity pertaining to the Company's accruals related to restructuring and other charges since October 31, 2011, including additions and payments made are summarized below: | |||||||||||||||||
Occupancy and equipment related costs | Costs incurred to streamline production, personnel and other | Total | |||||||||||||||
Balance at October 31, 2011 | $ | 865,849 | $ | 55,575 | $ | 921,424 | |||||||||||
2012 expenses | - | 48,038 | 48,038 | ||||||||||||||
Paid in 2012 | (678,765 | ) | (48,876 | ) | (727,641 | ) | |||||||||||
Reclassifications | 54,737 | (54,737 | ) | - | |||||||||||||
Balance at October 31, 2012 | $ | 241,821 | $ | - | $ | 241,821 | |||||||||||
2013 expenses | $ | 43,848 | $ | - | $ | 43,848 | |||||||||||
Paid in 2013 | (285,669 | ) | - | (285,669 | ) | ||||||||||||
Balance at October 31, 2013 | $ | - | $ | - | $ | - | |||||||||||
Effective June 1, 2012 as a result of initiatives implemented by the Company to improve operating efficiency and pursuant to the Company's restructuring plan submitted to the secured lenders in the second quarter of 2012, the Company's commercial printing production operation in Cincinnati, Ohio, was consolidated into existing Company facilities in other locations. The Company intends to continue to service its customer base through a dedicated sales team within this market and supported by personnel at our Chapman Printing locations. As a result of this action, the Company recorded a reduction in force of 24 employees. The Company also recorded asset impairment charges of $0.6 million, representing assets classified as held for sale at October 31, 2012. (See Note 12). | |||||||||||||||||
The restructuring payments in 2013 were primarily related to a contractual settlement in the form of a promissory note with the Lessor at the Company’s former location in Bridgeville, Pennsylvania. (see Note 3) |
Acquired_Intangible_Assets_and
Acquired Intangible Assets and Goodwill | 12 Months Ended | ||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||
Acquired Intangible Assets and Goodwill [Abstract] | ' | ||||||||||||||||
Acquired Intangible Assets and Goodwill | ' | ||||||||||||||||
11. Acquired Intangible Assets and Goodwill | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
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 | 1,149,033 | 2,451,073 | 1,026,935 | |||||||||||||
Other | 564,946 | 558,737 | 564,946 | 541,236 | |||||||||||||
4,016,019 | 2,707,770 | 4,016,019 | 2,568,171 | ||||||||||||||
Unamortizable intangible assets: | |||||||||||||||||
Goodwill | 1,737,763 | 507,278 | 3,964,600 | 507,278 | |||||||||||||
1,737,763 | 507,278 | 3,964,600 | 507,278 | ||||||||||||||
Total goodwill and other intangibles | $ | 5,753,782 | $ | 3,215,048 | $ | 7,980,619 | $ | 3,075,449 | |||||||||
In the fourth quarter of 2013 the Company performed a qualitative assessment of the remaining indefinite-lived intangible assets of goodwill associated with the office products and office furniture segment and determined after assessing in totality various qualitative factors it was determined that it is not more likely than not that the applicable indefinite-lived intangible (goodwill) is impaired. | |||||||||||||||||
During the first quarter of 2013 as part of a process of addressing the Company’s debt status with its Previous Secured Lenders as well as first quarter 2013 performance to budget, the Company performed a comprehensive reassessment of its initial fiscal year 2013 budget. The Company, as part of this process, identified at least one customer in the printing segment from which it anticipated a substantial revenue decline in the second quarter of 2013 and beyond and associated profitability declines in 2013 and beyond. As a result of this process, it was determined that an impairment test between annual impairment tests was warranted for the printing segment as a result of the potential near term challenges facing the Company, anticipated customer specific revenue decreases and softness in the Company’s core West Virginia market. The Company performed Step 1 of the Goodwill impairment test for the printing segment with the assistance of a third party valuation specialist using the income approach and the testing indicated a value less than the carrying value of the segment at January 31, 2013. | |||||||||||||||||
As a result of the Step 1 test, the Company determined it was required to proceed to Step 2 of Goodwill Impairment testing for the printing segment in the first quarter of 2013. The Step 2 test results were completed in the second quarter of 2013 with the assistance of a third party valuation specialist and supported the conclusion to record an impairment charge in the first quarter of 2013 of $2.2 million. Subsequent reversal of a previously recognized goodwill impairment loss is prohibited once the measurement of that loss is recognized, in accordance with applicable standards. | |||||||||||||||||
Amortization expense for the years ended October 31, 2013, 2012 and 2011 was $140,000, $145,000, and $270,000 respectively. A non-compete agreement was being amortized over a period of seven years and the customer relationships are being amortized over a period of 20 years. These items are both related to the acquisition of Syscan in 2004. The weighted average remaining life of the Company's amortizable intangible assets was approximately 6 years. Estimated amortization expense for each of the following years is: | |||||||||||||||||
2014 | $ | 128,306 | |||||||||||||||
2015 | 122,098 | ||||||||||||||||
2016 | 122,098 | ||||||||||||||||
2017 | 122,098 | ||||||||||||||||
2018 | 122,098 | ||||||||||||||||
Thereafter | 691,551 | ||||||||||||||||
$ | 1,308,249 | ||||||||||||||||
The changes in the carrying amount of goodwill, trademark and masthead and other amortizing intangibles for the years ended October 31, 2013 and 2012 were: | |||||||||||||||||
Goodwill: | |||||||||||||||||
Printing | Office Products and Furniture | Total | |||||||||||||||
Balance at October 31, 2011 | |||||||||||||||||
Goodwill | $ | 2,226,837 | $ | 1,230,485 | $ | 3,457,322 | |||||||||||
Accumulated Impairment losses | - | - | - | ||||||||||||||
2,226,837 | 1,230,485 | 3,457,322 | |||||||||||||||
Goodwill acquired Fiscal 2012 | - | - | - | ||||||||||||||
Impairment losses Fiscal 2012 | - | - | - | ||||||||||||||
Balance at October 31, 2012 | |||||||||||||||||
Goodwill | 2,226,837 | 1,230,485 | 3,457,322 | ||||||||||||||
Accumulated Impairment Losses | - | - | - | ||||||||||||||
2,226,837 | 1,230,485 | 3,457,322 | |||||||||||||||
Goodwill acquired Fiscal 2013 | - | - | - | ||||||||||||||
Impairment losses Fiscal 2013 | (2,226,837 | ) | - | (2,226,837 | ) | ||||||||||||
Balance at October 31, 2013 | |||||||||||||||||
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 | ||||||||||||
Amortizing Intangible Assets (net of amortization expense): | |||||||||||||||||
Printing | Office Products and Furniture | Total | |||||||||||||||
Balance at October 31, 2011 | |||||||||||||||||
Amortizing Intangible Assets (net of amortization expense) | $ | 564,698 | $ | 1,028,246 | $ | 1,592,944 | |||||||||||
Accumulated Impairment losses | - | - | - | ||||||||||||||
564,698 | 1,028,246 | 1,592,944 | |||||||||||||||
Amortizing Intangible Assets (net of amortization expense) | - | - | - | ||||||||||||||
acquired Fiscal 2012 | |||||||||||||||||
Impairment losses Fiscal 2012 | - | - | - | ||||||||||||||
Amortization expense | 63,977 | 81,119 | 145,096 | ||||||||||||||
Balance at October 31, 2012 | |||||||||||||||||
Amortizing Intangible Assets (net of amortization expense) | 500,721 | 947,127 | 1,447,848 | ||||||||||||||
Accumulated Impairment Losses | - | - | - | ||||||||||||||
500,721 | 947,127 | 1,447,848 | |||||||||||||||
Amortizing intangible acquired in Fiscal 2013 | - | - | - | ||||||||||||||
Impairment losses Fiscal 2013 | - | - | - | ||||||||||||||
Amortization expense | 58,404 | 81,195 | 139,599 | ||||||||||||||
Balance at October 31, 2013 | |||||||||||||||||
Amortizing intangible | 442,317 | 865,932 | 1,308,249 | ||||||||||||||
Accumulated Impairment losses | - | - | - | ||||||||||||||
$ | 442,317 | $ | 865,932 | $ | 1,308,249 | ||||||||||||
A summary of impairment charges from continuing operations is included in the table below: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Goodwill | $ | 2,226,837 | $ | - | $ | - | |||||||||||
Other intangibles | - | - | - | ||||||||||||||
$ | 2,226,837 | $ | - | $ | - | ||||||||||||
A summary of impairment charges from discontinued operations is included in the table below and are associated with the former newspaper segment: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Goodwill | $ | - | $ | 9,510,933 | $ | 2,364,028 | |||||||||||
Other intangibles | - | - | - | ||||||||||||||
Trademark & masthead | - | 1,557,950 | 6,352,840 | ||||||||||||||
$ | - | $ | 11,068,883 | $ | 8,716,868 | ||||||||||||
Discontinued_Operations_and_As
Discontinued Operations and Assets Held for Sale | 12 Months Ended | |||||||||||||
Oct. 31, 2013 | ||||||||||||||
Discontinued Operations and Assets Held for Sale [Abstract] | ' | |||||||||||||
Discontinued Operations and Assets Held for Sale | ' | |||||||||||||
12. Discontinued Operations and Assets Held for Sale | ||||||||||||||
On July 2, 2012, the Company’s wholly owned subsidiary Interform Corporation sold substantially all of the assets of its Consolidated Graphic Communications ("CGC") business headquartered in Bridgeville, Pennsylvania to Safeguard Acquisition, Inc. ("Safeguard") pursuant to an asset purchase agreement ("APA"). The Company received $3,100,000 in cash at closing and an additional $650,000 in the fourth quarter of 2012 comprising a settlement of both the working capital calculations and contractual hold back pursuant to the terms of the APA. The Company had recorded a gain on the sale of such assets in the amount of $1.6 million reflecting the $3,750,000 in cash proceeds for 2012 as a component of discontinued operations. | ||||||||||||||
The Interform subsidiary and the CGC operating division have historically been accounted for in the Company’s printing segment. In accordance with the applicable accounting guidance for the disposal of long-lived assets, the results of CGC are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. | ||||||||||||||
As part of the Company’s revised restructuring plan submitted to the Company’s secured lenders in July 2012 the Company determined that another division within the printing segment met the criteria of an asset held for sale at July 31, 2012 (Donihe). Therefore, in accordance with applicable accounting guidance the Company has determined the associated assets and liabilities of this division should be classified as assets and liabilities held for sale/discontinued operations at October 31, 2012 and October 31, 2013. The Company recorded an impairment charge in fiscal 2012 of approximately $337,000 as a result of the measurement requirements associated with this division. This division's results have historically been accounted for in the Company’s printing segment. In accordance with the applicable accounting guidance for the disposal of long-lived assets, these results are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. | ||||||||||||||
The Company has also identified certain long-lived assets that are being included as a component of assets held for sale for the Merten division ("Merten") which is currently expected to retain a sales presence in Cincinnati, Ohio. As part of the Company’s revised restructuring plan submitted to the Company’s secured lenders in July 2012 the Company determined that certain printing segment assets met the criteria of an asset held for sale of Merten. Therefore, in accordance with applicable accounting guidance the Company has determined certain long-lived assets of this division should be classified as assets held for sale at October 31, 2012 (These assets were sold in December 2012). | ||||||||||||||
The Company recorded an impairment charge of approximately $309,000 in fiscal 2012 as a result of the measurement requirements associated with assets classified as held for sale of the Merten division. The Merten results have historically been accounted for in the Company’s printing segment. In accordance with the applicable accounting guidance, since the Company currently intends to retain a sales presence in Cincinnati and is attempting to retain customers through Chapman Printing-Huntington location, the operations of Merten would continue to be classified as continuing operations. | ||||||||||||||
In December 2012, the Company completed the sale of substantially all of the property and equipment at Donihe and Merten for $1,050,000, net of commissions, and in December 2012, the Company completed the sale of Donihe real estate for $175,000. | ||||||||||||||
The Company identified two Company owned facilities within the printing segment that the Company intended to sell as a result of the Company’s Revised Restructuring Plan. These facilities were carried at their carrying amount which the Company believes to currently be lower than the estimated fair value less cost to sell. | ||||||||||||||
The Company sold substantially all of the assets of its Blue Ridge Printing, Co., Inc. ("Blue Ridge") subsidiary on June 25, 2013 to BRP Company, Inc. pursuant to an Asset Purchase Agreement. The Company received approximately $942,000 net of commissions at closing subsequently reduced by net liquidity adjustments approximating $22,000. Blue Ridge has historically been accounted for in the Company's printing segment. In accordance with the applicable accounting guidance for the disposal of long-lived assets, the results of Blue Ridge are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. | ||||||||||||||
On July 12, 2013, the Company’s wholly owned subsidiary Champion Publishing, Inc. sold substantially all the assets of its newspaper operations (The “Herald-Dispatch”) headquartered in Huntington, West Virginia to HD Media Company, LLC pursuant to an Asset Purchase Agreement. The Company received approximately $9,700,000 net of selling commissions and pro-rated taxes. The Herald-Dispatch has historically been accounted for in the Company’s newspaper segment representing this segments only operating entity. In accordance with the applicable accounting guidance for the disposal of long-lived assets, the results of The Herald Dispatch are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. | ||||||||||||||
The following is selected financial information included in net earnings (loss) from discontinued operations for three divisions classified within the printing segment and the Herald-Dispatch previously classified within the newspaper segment until the sale of this segment and reflects interest on estimated debt required to be repaid as a result of these disposal transactions and excludes any general corporate overhead allocations. The interest expense allocated to discontinued operations for the year ended October 31, 2013, 2012, and 2011, was approximately $615,000, $837,000, and $880,000. | ||||||||||||||
Twelve Months Ended October 31, | ||||||||||||||
2013 | ||||||||||||||
Printing | Herald-Dispatch | Total | ||||||||||||
Net sales | $ | 2,190,236 | $ | 8,954,004 | $ | 11,144,240 | ||||||||
(Loss) earnings from discontinued operations | (746,581 | ) | 491,367 | (255,214 | ) | |||||||||
Income tax benefit (expense) | 250,670 | (184,608 | ) | 66,062 | ||||||||||
Gain (loss) on sale of discontinued | (103,802 | ) | 547,106 | 443,304 | ||||||||||
operations | ||||||||||||||
Income tax (expense) benefit on sale | 34,338 | (205,548 | ) | (171,210 | ) | |||||||||
Net earnings (loss) from | (565,375 | ) | 648,317 | 82,942 | ||||||||||
discontinued operations | ||||||||||||||
Twelve Months Ended October 31, | ||||||||||||||
2012 | ||||||||||||||
Printing | Herald-Dispatch | Total | ||||||||||||
Net sales | $ | 19,118,500 | $ | 13,991,752 | $ | 33,110,252 | ||||||||
(Loss) from discontinued operations | (700,817 | ) | (9,579,038 | ) | (10,279,855 | ) | ||||||||
Income tax benefit (expense) | - | - | - | |||||||||||
Gain on sale of discontinued | 1,567,231 | - | 1,567,231 | |||||||||||
operations | ||||||||||||||
Income tax (expense) on sale | - | - | - | |||||||||||
Net earnings (loss) from | 866,414 | (9,579,038 | ) | (8,712,624 | ) | |||||||||
discontinued operations | ||||||||||||||
Twelve Months Ended October 31, | ||||||||||||||
2011 | ||||||||||||||
Printing | Herald-Dispatch | Total | ||||||||||||
Net sales | $ | 26,742,318 | $ | 14,589,210 | $ | 41,331,528 | ||||||||
(Loss) earnings from discontinued operations | 167,967 | (6,897,488 | ) | (6,729,521 | ) | |||||||||
Income tax benefit (expense) | (78,809 | ) | 2,554,830 | 2,476,021 | ||||||||||
Gain on sale of discontinued | - | - | - | |||||||||||
operations | ||||||||||||||
Income tax on sale (expense) | - | - | - | |||||||||||
Net (loss) earnings from | 89,158 | (4,342,658 | ) | (4,253,500 | ) | |||||||||
discontinued operations | ||||||||||||||
The major classes of assets and liabilities held for sale and of discontinued operations included in the Consolidated Balance Sheets are as follows (see Note 3 for discussion of debt allocated to liabilities held for sale/discontinued operations): | ||||||||||||||
Held for sale | Discontinued Operations | Total | Held for sale | Discontinued Operations | Total | |||||||||
31-Oct-13 | 31-Oct-12 | |||||||||||||
Assets: | ||||||||||||||
Accounts Receivable | $ | - | $ | 124,231 | $ | 124,231 | $ | - | $ | 2,454,406 | $ | 2,454,406 | ||
Inventories | - | - | - | - | 706,584 | 706,584 | ||||||||
Other current assets | - | - | - | - | 109,940 | 109,940 | ||||||||
Property and equipment, net | 369,073 | - | 369,073 | 1,219,073 | 5,276,348 | 6,495,421 | ||||||||
Other Assets | - | - | - | - | 5,128,469 | 5,128,469 | ||||||||
Total current assets | 369,073 | 124,231 | 493,304 | 1,219,073 | 13,675,747 | 14,894,820 | ||||||||
Property and equipment, net | - | - | - | - | - | - | ||||||||
Other assets | - | - | - | - | - | - | ||||||||
Total non-current assets | - | - | - | - | - | - | ||||||||
Total assets held for sale/discontinued operations | $ | 369,073 | $ | 124,231 | $ | 493,304 | $ | 1,219,073 | $ | 13,675,747 | $ | 14,894,820 | ||
Liabilities: | ||||||||||||||
Accounts payable | $ | - | $ | - | $ | - | $ | - | $ | 836,869 | $ | 836,869 | ||
Deferred revenue | - | - | - | - | 663,496 | 663,496 | ||||||||
Accrued payroll and commissions | - | - | - | - | 382,550 | 382,550 | ||||||||
Taxes accrued and withheld | - | 315 | 315 | - | 335,476 | 335,476 | ||||||||
Accrued expenses | - | - | - | - | 76,661 | 76,661 | ||||||||
Debt (see Note 3) | - | - | - | 1,219,073 | 11,603,132 | 12,822,205 | ||||||||
Total current liabilities | - | 315 | 315 | 1,219,073 | 13,898,184 | 15,117,257 | ||||||||
Total non-current liabilities debt | 369,073 | 123,916 | 492,989 | - | - | - | ||||||||
Total liabilities held for sale/discontinued operations | $ | 369,073 | $ | 124,231 | $ | 493,304 | $ | 1,219,073 | $ | 13,898,184 | $ | 15,117,257 |
Shareholders_Rights_Agreement_
Shareholders Rights Agreement and Warrants to Purchase Shares of Class B Common Stock | 12 Months Ended | |
Oct. 31, 2013 | ||
Shareholders Rights Agreement and Warrants to Purchase Shares of Class B Common Stock [Abstract] | ' | |
Shareholders Rights Agreement and Warrants to Purchase Shares of Class B Common Stock | ' | |
13. Shareholders Rights Agreement and Warrants to Purchase Shares of Class B Common Stock | ||
In accordance with the provisions of the Restated Credit Agreement, the Company issued $0.001 per share warrants issued for up to 30% (on a post-exercise basis) of the outstanding common stock of the Company in the form of non-voting Class B common stock and associated Investor Rights Agreement for the benefit of the Previous Secured Lenders under the Restated Credit Agreement. The Company had various milestone dates, which may have reduced the number of warrants outstanding upon satisfaction of certain conditions. The Company was unable to achieve the milestones. The warrants expire after October 19, 2017. | ||
The warrants were deemed to be freestanding financial instruments and indexed to the Company's stock and as such have been classified as shareholder's equity. The Company determined this treatment after assessment of the facts and circumstances of the relevant warrant related documents and disregarded any non-substantive or minimal features. The debt discount was amortized over the life of the Restated Credit Agreement using the interest method. The Company valued the allocation of the warrants using a market approach based on warrant pricing empirical data, and a Black-Scholes analysis with assistance from a third party valuation expert. | ||
The Warrants entitle the Holders thereof to purchase that number of shares of Company Class B Common Stock equal to thirty percent (30%) of the then issued and outstanding Common Stock of the Company, on a fully diluted, post-exercise basis. Based on the 11,299,528 shares of Company Common Stock currently issued and outstanding, exercise in full of the Warrants would result in the Company’s issuance of an additional 4,842,654 shares to the Warrant Holders. In the event a greater number of issued and outstanding common shares exist at the time of option exercise, a greater number of options of shares of Class B Common Stock would be issuable. The Previous Secured Lenders assigned the warrants to Marshall T. Reynolds in consideration for his personal guaranty and stock pledge and security agreement to assist in facilitating the consummation of the October 2013 Credit Agreement. | ||
The exercise price is $0.001 per share of Class B Common Stock. | ||
The Warrants expire on October 19, 2017. | ||
The Warrants may be exercised for all shares of Class B Common Stock which may then be purchased thereunder, and for any part of the shares which may be purchased thereunder on not more than two occasions. On October 19, 2012, the Company's Board of Directors approved the increase in authorized shares and the addition of Class B common stock. The Company's CEO controlled approximately 53.7% of the common stock and agreed on October 19, 2012 to vote in favor of this action. Therefore, the Class B shares are initially reflected as authorized in the October 31, 2012 Financial Statements. | ||
At a meeting held December 7, 2012, shareholders approved the issuance of the warrants and amendments to the Company's articles of incorporation increasing the number of authorized shares of common stock and creating the Class B common stock. | ||
The Company has agreed with the Warrant Holders that it shall at all times prior to the Warrant expiration date reserve a sufficient number of shares of its Class B Common Stock to provide for the exercise of the Warrants. | ||
In the event of any consolidation or merger of the Company with another entity, or the sale of substantially all the Company’s assets to another entity that as a condition of such transaction, the Warrant Holders shall have the right to receive upon the basis and terms of the Warrant and in lieu of shares of Class B Common Stock purchasable thereunder such shares of stock, securities or assets as may by virtue of such transaction be issuable or payable with respect to an equivalent number of shares of Class B Common Stock purchasable under the Warrant had such transaction not taken place. If the securities to be received in such transaction are not traded on a national securities exchange the Holder of the Warrant may elect in lieu of such securities to receive cash equal to the fair market value of such securities. | ||
The Previous Secured Lenders had granted the Company rights to call and redeem the Warrants and any shares of Class B Common Stock issued thereunder, at a price of $0.001 per share, at various dates ending on June 30, 2013, if the Company attains various financial goals. The warrants were not called due to the Company's inability to attain such goals. | ||
The call options which have expired were as follows: | ||
(A) | The right to purchase all but not less than all the Warrants prior to June 30, 2013 upon payment in full and in cash the Term B Loans defined in the Amended Credit Agreement and all outstanding, accrued and unpaid interest and any deferred fee applicable to such loans, plus an amount equal to five percent (5%) of the foregoing; | |
(B) | On or prior to June 30, 2013, the right to purchase all but not less than all of the Warrants upon payment in full and in cash of (a) net proceeds from the sale of a designated transaction at a certain net sales price on or before March 31, 2013 and (b) all outstanding obligations owed under the Amended Credit Agreement on or before June 30, 2013; | |
(C) | The option to purchase fifty percent (50%) but not less than fifty percent (50%) of then outstanding Warrants on March 31, 2013 and the payment in full and in cash on or before March 31, 2013 of all net cash proceeds from the sale of the designated transaction in an agreed upon amount; | |
(D) | The right to purchase all but not less than all the outstanding Warrants on or prior to April 30, 2013 upon payment in full and in cash of all outstanding obligations owing under the Amended Credit Agreement; | |
(E) | The right to purchase seventy five percent (75%) but not less than seventy five percent (75%) of the then outstanding Warrants on April 30, 2013 and prior to May 31, 2013 upon payment in full and in cash of all outstanding obligations owing under the Amended Credit Agreement; and | |
(F) | The right to purchase fifty percent (50%) but not less than fifty percent (50%) of the then outstanding Warrants on May 31, 2013 and prior to June 30, 2013 upon the payment in full and in cash of all outstanding obligations owing under the Amended Credit Agreement. | |
The Company will be required to file a Form S-1 Registration Statement with the United States Securities and Exchange Commission registering Company Common Stock attributable to the Warrants if at any time it receives a request to do so from Holders of twenty five percent (25%) of such securities then outstanding with respect to at least forty percent (40%) of such securities (or a lesser percent if the anticipated aggregate offering price, net of selling expenses, would exceed $5,000,000). | ||
The Company will be required to file a Form S-3 Registration Statement, if it is eligible to use such form, upon request of Holders of at least ten percent (10%) of the Common Stock attributable to the Warrants with respect to such Common Stock having an anticipated offering price, net of selling expenses, of at least $1,000,000. | ||
The Company has the right, exercisable no more than once in any twelve (12) month period, to decline such demand registration if the Company’s Board of Directors determines, in its good faith judgment, that it would be materially detrimental to the Company and its shareholders for such registration statement to become effective, it would materially interfere with a significant corporate transaction, require premature disclosure of material information that the Company has a bona fide business purpose for preserving its confidentiality or render the Company unable to comply with SEC requirements. | ||
In the event that Marshall T. Reynolds, beneficial owner of fifty-three and seven-tenths percent (53.7%) of currently issued and outstanding Company Common Stock (exclusive of Mr. Reynolds warrant assignment) proposes to transfer, sell or otherwise dispose of any of his Company Common Stock which represents in the aggregate five percent (5%) or more of the then outstanding Company Common Stock, the Holders shall have the right to require the proposed purchaser to purchase from them (i) all shares owned by them if the proposed transfer by Mr. Reynolds to the proposed purchaser is for one hundred percent (100%) of the shares held by him, or (ii) up to the number of whole shares owned by the Holders equal to the sum of (a) the number derived by multiplying the total number of shares Mr. Reynolds proposes to transfer by a fraction the numerator of which is the total number of shares owned by the Holders and the denominator of which is the total number of shares of the Company then outstanding and any additional shares that the Holders shall be entitled to have purchased. | ||
On and after April 19, 2017, each Warrant Holder, whether holding Warrants and/or shares of any Company Common Stock received as a result of the exercise of any Warrant, shall have the option to require the Company to purchase all, but not less than all of the Warrants and such Common Stock for a purchase price equal to $0.001 per share. |
Certain_Significant_Estimates
Certain Significant Estimates | 12 Months Ended |
Oct. 31, 2013 | |
Certain Significant Estimates [Abstract] | ' |
Certain Significant Estimates | ' |
14. Certain Significant Estimates | |
Our estimates that influence the financial statements are normally based on knowledge and experience about past and current events and assumptions about future events. The following estimates affecting the financial statements are particularly sensitive because of their significance and it is at least reasonably possible that a change in these estimates will occur in the near term. | |
Goodwill and Intangible Assets | |
We evaluate the recoverability of the goodwill and intangible assets of each of our reporting units, as required, by comparing the fair value of each reporting unit with its carrying value. The fair values of our reporting units are determined using a combination of a discounted cash flow analysis and market multiples based on historical and projected financial information. We apply our best judgment when assessing the reasonableness of the financial projections used to determine the fair value of each reporting unit. | |
Allowance for Doubtful Accounts | |
The Company encounters risks associated with sales and the collection of the associated accounts receivable. As such, the Company records a monthly provision for accounts receivable that are considered to be uncollectible. In order to calculate the appropriate monthly provision, the Company primarily utilizes a historical rate of accounts receivables written off as a percentage of total revenue. This historical rate is applied to the current revenues on a monthly basis. The historical rate is updated periodically based on events that may change the rate such as a significant increase or decrease in collection performance and timing of payments as well as the calculated total exposure in relation to the allowance. Periodically, the Company compares the identified credit risks with the allowance that has been established using historical experience and adjusts the allowance accordingly. The underlying assumptions used for the allowance can change from period to period and could potentially cause a material impact to the income statement and working capital. | |
Deferred Tax Assets: | |
The Company currently intends to maintain a full valuation allowance on our deferred tax assets until sufficient positive evidence related to our sources of future taxable income exists and the Company is better able to identify a longer term solution to our overall current credit situation. Therefore, the amount of deferred tax asset considered realizable could be adjusted in future periods based on a multitude of factors, including but not limited to a refinancing of the Company’s existing credit agreement with its secured lenders, and such adjustments may be material to the Consolidated Financial Statements. |
Earnings_loss_Per_Share
Earnings (loss) Per Share | 12 Months Ended | ||||||||||
Oct. 31, 2013 | |||||||||||
Earnings (loss) Per Share [Abstract] | ' | ||||||||||
Earnings (loss) Per Share | ' | ||||||||||
15. Earnings (loss) Per Share | |||||||||||
Earnings (loss) per share (EPS) were computed as follows: | |||||||||||
Income | Weighted | Per | |||||||||
(Loss) | Average | Share | |||||||||
Shares | Amount | ||||||||||
Year Ended October 31, 2013 | |||||||||||
Net income from continuing operations | $ | 5,631,452 | 11,300,000 | $ | 0.5 | ||||||
Net income from discontinued operations | 82,942 | 11,300,000 | 0.01 | ||||||||
Net income | 5,714,394 | ||||||||||
Basic earnings per share: | |||||||||||
Net income available to common shareholders, total | 5,714,394 | 11,300,000 | 0.51 | ||||||||
Effect of dilutive securities stock options/warrants | 4,814,000 | ||||||||||
Diluted earnings per share: | |||||||||||
Net income available to common shareholders and assumed conversions | $ | 5,714,394 | 16,114,000 | $ | 0.36 | ||||||
Year Ended October 31, 2012 | |||||||||||
Net loss from continuing operations | $ | (14,605,151 | ) | 11,300,000 | $ | (1.29 | ) | ||||
Net loss from discontinued operations | (8,712,624 | ) | 11,300,000 | (0.77 | ) | ||||||
Net loss | (23,317,775 | ) | |||||||||
Basic loss per share: | |||||||||||
Net loss available to common shareholders, total | (23,317,775 | ) | 11,300,000 | (2.06 | ) | ||||||
Effect of dilutive securities stock options/warrants | - | ||||||||||
Diluted loss per share: | |||||||||||
Net loss available to common shareholders and assumed conversions | $ | (23,317,775 | ) | 11,300,000 | $ | (2.06 | ) | ||||
Year Ended October 31, 2011 | |||||||||||
Net income from continuing operations | $ | 277,457 | 10,362,000 | $ | 0.03 | ||||||
Net loss from discontinued operations | (4,253,500 | ) | 10,362,000 | (0.41 | ) | ||||||
Net loss | (3,976,043 | ) | |||||||||
Basic loss per share: | |||||||||||
Net loss available to common shareholders, total | (3,976,043 | ) | 10,362,000 | (0.38 | ) | ||||||
Effect of dilutive securities stock options | - | ||||||||||
Diluted loss per share: | |||||||||||
Net loss available to common shareholders and assumed conversions | $ | (3,976,043 | ) | 10,362,000 | $ | (0.38 | ) |
Quarterly_Results_of_Operation
Quarterly Results of Operations (unaudited) | 12 Months Ended | |||||||||||||
Oct. 31, 2013 | ||||||||||||||
Quarterly Results of Operations (unaudited) [Abstract] | ' | |||||||||||||
Quarterly Results of Operations (unaudited) | ' | |||||||||||||
16. Quarterly Results of Operations (unaudited) | ||||||||||||||
The following is a summary of the quarterly results of operations for the years ended October 31, 2013 and 2012. | ||||||||||||||
First | Second | Third | Fourth | |||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||
Revenues | ||||||||||||||
2013 | $ | 18,311,000 | $ | 18,100,000 | $ | 17,970,000 | $ | 17,942,000 | ||||||
2012 | $ | 21,788,000 | $ | 23,134,000 | $ | 22,207,000 | $ | 20,021,000 | ||||||
Gross profit | ||||||||||||||
2013 | $ | 5,150,000 | $ | 5,295,000 | $ | 4,780,000 | $ | 5,682,000 | ||||||
2012 | $ | 6,222,000 | $ | 6,667,000 | $ | 5,463,000 | $ | 6,052,000 | ||||||
Net income (loss) | ||||||||||||||
From continuing operations | ||||||||||||||
2013 | $ | (3,623,000 | ) | $ | (621,000 | ) | $ | (1,306,000 | ) | $ | 11,181,000 | |||
2012 | $ | (626,000 | ) | $ | (11,746,000 | ) | $ | (1,513,000 | ) | $ | (720,000 | ) | ||
From discontinued operations | ||||||||||||||
2013 | $ | 82,000 | $ | (203,000 | ) | $ | 216,000 | $ | (12,000 | ) | ||||
2012 | $ | 540,000 | $ | (9,270,000 | ) | $ | 920,000 | $ | (903,000 | ) | ||||
Total operations | ||||||||||||||
2013 | $ | (3,541,000 | ) | $ | (824,000 | ) | $ | (1,090,000 | ) | $ | 11,169,000 | |||
2012 | $ | (86,000 | ) | $ | (21,016,000 | ) | $ | (593,000 | ) | $ | (1,623,000 | ) | ||
Earnings (loss) per share | ||||||||||||||
Basic | ||||||||||||||
From continuing operations | ||||||||||||||
2013 | $ | (0.32 | ) | $ | (0.05 | ) | $ | (0.12 | ) | $ | 0.99 | |||
2012 | $ | (0.06 | ) | $ | (1.04 | ) | $ | (0.13 | ) | $ | (0.06 | ) | ||
From discontinued operations | ||||||||||||||
2013 | $ | 0.01 | $ | (0.02 | ) | $ | 0.02 | $ | - | |||||
2012 | $ | 0.05 | $ | (0.82 | ) | $ | 0.08 | $ | (0.08 | ) | ||||
Total operations | ||||||||||||||
2013 | $ | (0.31 | ) | $ | (0.07 | ) | $ | (0.10 | ) | $ | 0.99 | |||
2012 | $ | (0.01 | ) | $ | (1.86 | ) | $ | (0.05 | ) | $ | (0.14 | ) | ||
Diluted | ||||||||||||||
From continuing operations | ||||||||||||||
2013 | $ | (0.22 | ) | $ | (0.04 | ) | $ | (0.08 | ) | $ | 0.69 | |||
2012 | $ | (0.06 | ) | $ | (1.04 | ) | $ | (0.13 | ) | $ | (0.06 | ) | ||
From discontinued operations | ||||||||||||||
2013 | $ | 0.01 | $ | (0.01 | ) | $ | 0.01 | $ | - | |||||
2012 | $ | 0.05 | $ | (0.82 | ) | $ | 0.08 | $ | (0.08 | ) | ||||
Total operations | ||||||||||||||
2013 | $ | (0.21 | ) | $ | (0.05 | ) | $ | (0.07 | ) | $ | 0.69 | |||
2012 | $ | (0.01 | ) | $ | (1.86 | ) | $ | (0.05 | ) | $ | (0.14 | ) | ||
Weighted average shares outstanding | ||||||||||||||
Basic | ||||||||||||||
2013 | 11,300,000 | 11,300,000 | 11,300,000 | 11,300,000 | ||||||||||
2012 | 11,300,000 | 11,300,000 | 11,300,000 | 11,300,000 | ||||||||||
Diluted | ||||||||||||||
2013 | 16,114,000 | 16,105,000 | 16,112,000 | 16,124,000 | ||||||||||
2012 | 11,300,000 | 11,300,000 | 11,300,000 | 11,300,000 |
Schedule_II_Valuation_and_Qual
Schedule II Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||||||
Schedule II Valuation and Qualifying Accounts [Abstract] | ' | ||||||||||||||||||||
Schedule II Valuation and Qualifying Accounts | ' | ||||||||||||||||||||
Schedule II | |||||||||||||||||||||
Valuation and Qualifying Accounts | |||||||||||||||||||||
Years Ended October 31, 2013, 2012 and 2011 | |||||||||||||||||||||
Description | Balance at beginning of period | Balances of acquired companies | Additions charged to costs and expense | Deductions(1) | Balance at end of period | ||||||||||||||||
2013 | |||||||||||||||||||||
Allowance for doubtful accounts from continuing operations | $ | 1,012,894 | $ | - | $ | 143,689 | $ | (183,805 | ) | $ | 972,778 | ||||||||||
2012 | |||||||||||||||||||||
Allowance for doubtful accounts from continuing operations | $ | 539,113 | $ | - | $ | 646,670 | $ | (172,889 | ) | $ | 1,012,894 | ||||||||||
2011 | |||||||||||||||||||||
Allowance for doubtful accounts from continuing operations | $ | 897,506 | $ | - | $ | 222,044 | $ | (580,437 | ) | $ | 539,113 | ||||||||||
(1) Uncollectible accounts written off, net of recoveries. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Oct. 31, 2013 | ||
Summary of Significant Accounting Policies | ' | |
Restatement of Prior Years, Reclassifications and Revisions | ' | |
Restatement of Prior Years, Reclassifications and Revisions | ||
The Company has applied SEC Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB No. 108 states that registrants must quantify the impact of correcting all misstatements, including both the carryover (iron curtain method) and reversing (rollover method) effects of prior-year misstatements on the current-year financial statements, and by evaluating the error measured under each method in light of quantitative and qualitative factors. Under SAB No. 108, prior-year misstatements which, if corrected in the current year would be material to the current year, must be corrected by adjusting prior year financial statements, even though such correction previously was and continues to be immaterial to the prior-year financial statements. Correcting prior-year financial statements for such “immaterial errors” does not require previously filed reports to be amended. Such corrections will be made the next time the Company files the prior-year financial statements. | ||
In applying the requirements of SAB No. 108, the Company determined that the warrants issued as a result of the Restated Credit Agreement were freestanding financial instruments and classified these as a component of shareholders' equity. The warrants were initially deemed to be non-deductible for tax purposes therefore the Company had recorded a deferred tax liability in 2012. The Company subsequently determined that the deferred tax liability associated with the warrant issuance should be reflected as an increased tax rate over the term of the debt discount amortization if the warrants were not deductible for tax. Accordingly, the Company's deferred tax asset valuation allowance would increase as a result of the equity classification. Therefore for 2012 the Company has identified approximately $0.4 million or $0.04 per share from continuing operations of non-cash deferred tax adjustments. Correspondingly the Company's additional paid-in capital is increased $0.4 million and deferred tax liability is decreased $0.4 million. In 2013, the Company determined that the warrants for tax purposes should be treated as original issue discount and be tax deductible and amortized over the life of the Restated Credit Agreement. | ||
During the fourth quarter of 2011, the Company determined that its historical methodology for accruing for compensated absences related to vacation did not properly reflect a liability for vacation partially earned during the fiscal year and anticipated to be utilized by the employee in the subsequent year. The Company determined that the balances should be corrected in the earliest period presented by correcting any individual amounts in the financial statements. The periods impacted by this correction commence with periods earlier than any periods presented in this annual report. Therefore, the Company will correct this by recording a cumulative effect of this amount in the earliest period presented as a decrease in retained earnings of $328,000, an increase in accrued expenses in the amount of $547,000 and an increase in deferred tax assets of $219,000. This adjustment did not have a material impact on net income for any period presented in this annual report. Accordingly, the consolidated financial statements for periods ended October 31, 2007, through October 31, 2010, have been restated to reflect this adjustment. In accordance with ASC Topic 250, Accounting Changes and Error Corrections, we evaluated the materiality of the error from a qualitative and quantitative perspective and concluded that the error was not material to any prior period. Further, we evaluated the materiality of the error on the results of operations for the fiscal years end October 31, 2007, through October 31, 2010, and concluded that the error was not material for the year or the trend of financial results for any period presented. | ||
In addition, the Company has restated the Consolidated Statements of Cash Flows for 2011 to reflect $621,000 of vehicle purchases as cash activities that were previously classified as non-cash activities. | ||
Certain prior-year amounts have been reclassified to conform to the current year Financial Statement Presentation. | ||
Principles of Consolidation | ' | |
Principles of Consolidation | ||
The accompanying consolidated financial statements of Champion Industries, Inc. and Subsidiaries (the “Company”) include the accounts of The Chapman Printing Company, Inc., Bourque Printing, Inc., Dallas Printing Company, Inc., Stationers, Inc., Carolina Cut Sheets, Inc., Donihe Graphics, Inc., Smith and Butterfield Co., Inc., The Merten Company, Interform Corporation, Blue Ridge Printing Co., Inc., CHMP Leasing, Inc., Capitol Business Equipment, Inc., Thompson’s of Morgantown, Inc., Independent Printing Service, Inc., Diez Business Machines, Transdata Systems, Inc., Syscan Corporation and Champion Publishing, Inc. | ||
Significant intercompany transactions have been eliminated in consolidation. | ||
Discontinued Operations and Assets Held for Sale | ' | |
Discontinued Operations and Assets Held for Sale | ||
The Company's operations comprising its former Consolidated Graphic Communications division, Donihe Graphics division, Blue Ridge Printing division and the Herald-Dispatch Newspaper segment were classified as discontinued operations in the consolidated statements of operations for all periods presented. (see Note 12). | ||
Accounts Receivable | ' | |
Accounts Receivable | ||
Accounts receivable are stated at the amount billed to customers and generally do not bear interest. Accounts receivable are ordinarily due 30 days from the invoice date. | ||
The Company encounters risks associated with sales and the collection of the associated accounts receivable. As such, the Company records a monthly provision for accounts receivable that are considered to be uncollectible. In order to calculate the appropriate monthly provision, the Company primarily utilizes a historical rate of accounts receivable written off as a percentage of total revenue. This historical rate is applied to the current revenues on a monthly basis. The historical rate is updated periodically based on events that may change the rate such as a significant increase or decrease in collection performance and timing of payments as well as the calculated total exposure in relation to the allowance. Periodically, the Company compares the identified credit risks with the allowance that has been established using historical experience and adjusts the allowance accordingly. | ||
During 2013, 2012 and 2011, $143,689, $646,670, and $222,044 of bad debt expense was incurred and the allowance for doubtful accounts was $972,778, $1,012,894, and $539,113 as of October 31, 2013, 2012 and 2011. The actual write-offs for the periods were $183,805, $172,889, and $580,437, during 2013, 2012 and 2011. The actual write-offs occur when it is determined an account will not be collected. General economic conditions and specific geographic and customer concerns are major factors that may affect the adequacy of the allowance and may result in a change in the annual bad debt expense. | ||
No individual customer represented greater than 9.1% of the gross outstanding accounts receivable at October 31, 2013 and 2012 and no single external customer represented 10% or more of total revenue from continuing operations for 2013, 2012 and 2011. The Company’s ten largest accounts receivable balances represented 30.2% and 22.1% of gross outstanding accounts receivable at October 31, 2013 and 2012. | ||
Inventories | ' | |
Inventories | ||
Inventories are principally stated at the lower of first-in, first-out, cost or market. Manufactured finished goods and work-in-process inventories include material, direct labor and overhead based on standard costs, which approximate actual costs. | ||
Inventory Reserves | ' | |
Inventory Reserves | ||
Reserves for slow moving and obsolete inventories are provided based on historical experience, inventory aging historical review and management judgment. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required. | ||
Property and Equipment | ' | |
Property and Equipment | ||
Depreciation of property and equipment and amortization of leasehold improvements and equipment under capital leases are recognized primarily on the straight-line and declining-balance methods in amounts adequate to amortize costs over the estimated useful lives of the assets as follows: | ||
Buildings and improvements | 5 - 40 years | |
Machinery and equipment | 3 - 10 years | |
Furniture and fixtures | 5 - 10 years | |
Vehicles | 3 - 5 years | |
Major renewals, betterments and replacements are capitalized while maintenance and repair costs are charged to operations as incurred. Upon the sale or disposition of assets, the cost and related accumulated depreciation are removed from the accounts with the resulting gains or losses reflected in income. Depreciation expense and amortization of leasehold improvements and equipment under capital leases from continuing operations approximated $2,169,000, $2,563,000, and $2,836,000 for the years ended October 31, 2013, 2012 and 2011 and is reflected as a component of cost of sales and selling, general and administrative expenses. | ||
Long-lived property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. This evaluation includes the review of operating performance and estimated future undiscounted cash flows of the underlying assets or businesses. | ||
Goodwill | ' | |
Goodwill | ||
Goodwill shall not be amortized; instead it is tested for impairment using a fair-value approach on an annual basis typically for the Company during the fourth quarter of each year. Goodwill is also tested between annual tests if indicators of potential impairment exist. | ||
Goodwill shall not be amortized; instead, it shall be tested for impairment at a level of reporting referred to as a reporting unit. The first step of impairment analysis is a screen for potential impairment and the second step, if required, measures the amount of the impairment. The Company performs an annual impairment in the fourth quarter and in 2013 performed an interim test for goodwill at the printing segment. The Company recorded charges associated with Goodwill in 2013 as further disclosed in Note 11 to the Consolidated Financial Statements. | ||
Intangible Assets | ' | |
Intangible Assets | ||
The intangible assets are amortized using the straight-line method over their estimated benefit period, in our case 5-20 years. The fair values of these intangible assets are estimated based on management's assessment as well as independent third party appraisals in some cases. | ||
Advertising Costs | ' | |
Advertising Costs | ||
Advertising costs are expensed as incurred. Advertising expense for the years ended October 31, 2013, 2012 and 2011 approximated $336,000, $487,000, and $520,000. | ||
Income Taxes | ' | |
Income Taxes | ||
Provisions for income taxes currently payable and deferred income taxes are based on the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that a deferred tax asset will not be realized. | ||
Earnings Per Share | ' | |
Earnings Per Share | ||
Basic earnings per share is computed by dividing net income by the weighted average shares of common stock outstanding for the period and excludes any dilutive effects of stock options and warrants. Diluted earnings per share is computed by dividing net income by the weighted average shares of common stock outstanding for the period plus the shares that would be outstanding assuming the exercise of dilutive stock options and warrants using the treasury stock method. There was no dilutive effect in fiscal 2012 and 2011. The dilutive effect in 2013 related to the warrants was 4,814,000 shares. | ||
Segment Information | ' | |
Segment Information | ||
The Company designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the Company’s reportable segments. The Company’s operating segments are more fully described in Note 9. | ||
Revenue Recognition | ' | |
Revenue Recognition | ||
Revenues are recognized when products are shipped or ownership is transferred and when services are rendered to customers. The Company acts as a principal party in sales transactions, assumes title to products and assumes the risks and rewards of ownership including risk of loss for collection, delivery or returns. The Company typically recognizes revenue for the majority of its products upon shipment to the customer and transfer of title. Under agreements with certain customers, custom forms may be stored by the Company for future delivery. In these situations, the Company may receive a logistics and warehouse management fee for the services provided. In these cases, delivery and bill schedules are outlined with the customer and product revenue is recognized when manufacturing is complete and the product is received into the warehouse, title transfers to the customer, the order is invoiced and there is reasonable assurance of collectability. Since the majority of products are customized, product returns are not significant. Therefore, the Company records sales on a gross basis. Advertising revenues are recognized, net of agency commissions, in the period when advertising is printed or placed on websites for the former newspaper segment (reflected as discontinued operations). Circulation revenues are recognized when purchased newspapers are distributed (reflected as discontinued operations). Revenue generally is recognized net of any taxes collected from customers and subsequently remitted to government authorities. The costs of delivering finished goods to customers are recorded as shipping and handling costs and included in cost of sales of the printing segment and in former cost of sales and operating costs, of the former newspaper segment (reflected as discontinued operations). The office products and office furniture shipping and handling costs were approximately $0.5 million for 2013, 2012, and 2011 and are recorded as a component of selling, general, and administrative costs. | ||
Accounting for Costs Associated with Exit or Disposal Activities | ' | |
Accounting for Costs Associated with Exit or Disposal Activities | ||
A liability for a cost associated with an exit or disposal activity shall be measured initially at its fair value in the period in which the liability is incurred. | ||
Accounting for Stock-Based Compensation | ' | |
Accounting for Stock-Based Compensation | ||
Before the adoption of the current applicable accounting standards, the Company had elected to follow the intrinsic value method in accounting for its employee stock options. Accordingly, because the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense was recognized. There were no stock option grants in 2013, 2012 or 2011. Any future stock-based compensation will be measured at the grant date based on the fair value of the award and it would be recognized as an expense over the applicable vesting periods of the stock award using the straight line method. | ||
Fair Value Measurements | ' | |
Fair Value Measurements | ||
There is a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). The hierarchy consists of three levels: | ||
Level 1 - Quoted market prices in active markets for identical assets or liabilities | ||
Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable; and | ||
Level 3 - Unobservable inputs developed using estimates and assumptions developed by the Company, which reflect those that a market participant would use. | ||
Our interest bearing debt is primarily composed of a term loan with a private investor. The carrying amount of this facility and its fair value are discussed further in Note 3. | ||
Cash and cash equivalents consist principally of cash on deposit with banks, all highly liquid investments with an original maturity of three months or less. The Company's cash deposits in excess of federally insured amounts are primarily maintained at a large well-known financial institution. | ||
The carrying amounts of the Company's accounts receivable, accounts payable, accrued payrolls and commissions, taxes accrued and withheld and accrued expenses approximates fair value due to their short-term nature. | ||
Goodwill and other intangible assets are measured on a non-recurring basis using Level 3 inputs, as further discussed in Note 11. | ||
Newly Issued and Adopted Accounting Standards | ' | |
Newly Issued Accounting Standards | ||
Effective July 1, 2009, changes to the ASC are communicated through an ASU. As of December 23, 2013, the FASB has issued ASU’s 2009-01 through 2013-12. The Company reviewed each ASU and determined that they will not have a material impact on the Company’s financial position, results of operations or cash flows, other than related disclosures to the extent applicable. | ||
Newly Adopted Accounting Standards | ||
In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-05 “Comprehensive Income: Presentation of comprehensive income.” The amendment to ASC 220 “Comprehensive Income” requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income and the total of comprehensive income. In December 2011, the FASB issued ASU 2011-12 “Comprehensive Income: Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” This amendment to ASC 220 “Comprehensive Income” will defer the adoption of presentation of reclassification items out of accumulated other comprehensive income until November 1, 2012. We adopted the new guidance beginning November 1, 2012, and the adoption of the new guidance did not impact our financial position, results of operations or cash flows, other than the related disclosures. | ||
In September 2011, the FASB issued ASU 2011-08 “Intangibles-Goodwill and Other: Testing Goodwill for Impairment” which provides an entity the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step test for goodwill impairment. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. The revised standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. However, an entity can choose to early adopt even if its annual test date is before the issuance of the final standard, provided that the entity has not yet performed its 2011 annual impairment test or issued its financial statements. We adopted the new guidance and the adoption of the new guidance is not expected to impact our financial position, results of operations, comprehensive income or cash flows, other than related disclosures. | ||
In July 2012, the FASB issued ASU 2012-02 “Intangibles-Goodwill and Other: Testing Indefinite-Lived Intangible Assets for Impairment” which provides an entity the option to first assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount. We adopted the new guidance and the adoption of the new guidance is not expected to impact our financial position, results of operations, comprehensive income or cash flows, other than related disclosures. | ||
Recently Issued Accounting Standards | ||
In February 2013, the FASB issued ASU 2013-02 “Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This amendment does not change the current requirements for reporting net income or other comprehensive income in Financial Statements. These amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional details about those amounts. We expect to adopt the new guidance beginning on November 1, 2013, and the adoption of the new guidance is not expected to impact our financial position, results of operations, comprehensive income or cash flows, other than the related disclosures to the extent applicable. | ||
In April 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements: Topic Liquidation Basis of Accounting “ (“ASU 2013-07”). ASU 2013-07 requires an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is considered imminent when the likelihood is remote that the organization will return from liquidation and either: (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties; or (b) a plan for liquidation is being imposed by other forces. ASU 2013-07 will be effective for the Company beginning on November 1, 2014. The Company expects that the adoption of ASU 2013-07 will not have a material impact on its financial statements or disclosure. | ||
In July 2013, the FASB issued ASU 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" ("ASU 2013-11"). ASU 2013-11 provides that an unrecognized tax benefit, or portion thereof, should be presented in the financial statements as a reduction to a deferred tax asset for net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional income taxes that would result from disallowance of a tax position, or the tax law does not require the entity to use, and the entity does not intend to use the deferred tax asset for such purpose then the unrecognized tax benefit should be presented as a liability. ASU 2013-11 will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption and retrospective application is permitted. The Company expects that the adoption of ASU 2013-11 will not have a material impact on its financial statements or disclosure. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |
Oct. 31, 2013 | ||
Summary of Significant Accounting Policies | ' | |
Schedule of Property and Equipment | ' | |
Depreciation of property and equipment and amortization of leasehold improvements and equipment under capital leases are recognized primarily on the straight-line and declining-balance methods in amounts adequate to amortize costs over the estimated useful lives of the assets as follows: | ||
Buildings and improvements | 5 - 40 years | |
Machinery and equipment | 3 - 10 years | |
Furniture and fixtures | 5 - 10 years | |
Vehicles | 3 - 5 years |
Inventories_Tables
Inventories (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2013 | |||||||||
Inventories [Abstract] | ' | ||||||||
Schedule of inventories | ' | ||||||||
Inventories consisted of the following: | |||||||||
October 31, | |||||||||
2013 | 2012 | ||||||||
Printing: | |||||||||
Raw materials | $ | 1,375,675 | $ | 1,662,766 | |||||
Work in process | 756,861 | 798,242 | |||||||
Finished goods | 1,218,233 | 1,383,094 | |||||||
Office products and office furniture | 1,533,810 | 1,920,701 | |||||||
$ | 4,884,579 | $ | 5,764,803 |
Longterm_Debt_Tables
Long-term Debt (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2013 | |||||||||
Long-term Debt [Abstract] | ' | ||||||||
Schedule of long-term debt | ' | ||||||||
Long-term debt consisted of the following: | |||||||||
October 31, | |||||||||
2013 | 2012 | ||||||||
Term Note A dated October 7, 2013, due in monthly installments of $50,000 plus interest payments equal to the | $ | 10,450,000 | $ | - | |||||
prime rate of interest plus 2% maturing April 1, 2015, collateralized by substantially all of the assets of the | |||||||||
Company | |||||||||
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 November 2012-October 2015, collateralized by equipment and vehicles (0% interest on Lessor note) (see Note 10) | 440,281 | 677,167 | |||||||
Notes payable to shareholders. The shareholder note of $2.5 million plus all accrued interest was initially due in | 2,500,000 | 2,500,000 | |||||||
one balloon payment in September 2014 pursuant to Term Note A maturity adjusted to April 2015. Interest is | |||||||||
equal to the prime rate. | |||||||||
Term loan A with a syndicate of banks, due in monthly installments of $238,000 plus interest payments equal to | - | 19,762,000 | |||||||
LIBOR plus the applicable margin of 8% original maturity June 2013, collateralized by substantially all of the | |||||||||
assets of the Company. | |||||||||
Term loan B with a syndicate of banks, original maturity June 30, 2013, interest (deferred fee) at a rate of 16%, | - | 6,277,744 | |||||||
with aggregate unpaid deferred fee itself bearing interest collateralized by substantially all of the assets of | |||||||||
the Company | |||||||||
Bullet loan A with a syndicate of Banks, due in installments of $1.9 million on or before December 31, 2012 and | - | 3,350,000 | |||||||
$2.1 million on or before March 31, 2013 with interest at LIBOR plus the applicable margin of 8%, | |||||||||
collateralized by substantially all of the assets of the Company. | |||||||||
Revolving line of credit loan facility with a syndicate of banks, interest payments based on LIBOR plus the | - | 8,425,496 | |||||||
applicable margin of 6% original maturity in June 2013, collateralized by substantially all of the assets of the | |||||||||
Company. | |||||||||
Accrued Deferred fee (interest) Bullet loan B, originally due June 30, 2013 | - | 31,171 | |||||||
Capital lease obligation for printing equipment at an imputed interest rate of 6.02% per annum | 56,380 | 65,719 | |||||||
Unamortized debt discount | (477,387 | ) | (1,287,527 | ) | |||||
12,969,274 | 39,801,770 | ||||||||
Less current portion revolving line of credit | - | 8,425,496 | |||||||
Less current portion long-term debt | 902,565 | 29,998,791 | |||||||
Less current portion obligation under capital lease | 13,817 | 13,014 | |||||||
Less debt discount | - | -1,287,527 | |||||||
Long-term debt, net of current portion and revolving line of credit and capital lease obligation | $ | 12,052,892 | $ | 2,651,996 | |||||
Continuing operations: | |||||||||
Long-term debt, net of current portion and revolving line credit | $ | 9,494,727 | $ | 99,291 | |||||
Long-term capital lease obligation | 42,563 | 52,705 | |||||||
Current portion of long-term debt and revolving line of credit | 902,565 | 25,602,082 | |||||||
Long-term notes payable to related party | 2,500,000 | 2,500,000 | |||||||
Current portion of capital lease obligation | 13,817 | 13,014 | |||||||
Debt Discount | (477,387 | ) | (1,287,527 | ) | |||||
Total debt from continuing operations | 12,476,285 | 26,979,565 | |||||||
Liabilities held for sale/discontinued operations - debt (see Note 12) | 492,989 | 12,822,205 | |||||||
Total indebtedness | $ | 12,969,274 | $ | 39,801,770 | |||||
Maturities of long-term debt and revolving line of credit | ' | ||||||||
Maturities of long-term debt and capital lease obligations from continuing and discontinued operations for each of the next five years beginning November 1, 2013: | |||||||||
2014 | $ | 916,382 | |||||||
2015 | 12,024,999 | ||||||||
2016 | 15,574 | ||||||||
2017 | 12,319 | ||||||||
$ | 12,969,274 | ||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Oct. 31, 2013 | |||||||||||||
Income Taxes [Abstract] | ' | ||||||||||||
Components of income tax (expense) benefit | ' | ||||||||||||
Income tax benefit (expense) consisted of the following: | |||||||||||||
Year Ended October 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current benefit (expense): | |||||||||||||
Federal | $ | 1,565,286 | $ | 866,679 | $ | 2,737,509 | |||||||
State | 434,027 | 131,576 | 419,151 | ||||||||||
Deferred (expense) benefit | (1,894,167 | ) | (12,725,350 | ) | (3,367,983 | ) | |||||||
Income tax benefit (expense) | 105,146 | (11,727,095 | ) | (211,323 | ) | ||||||||
continuing operations | |||||||||||||
Intra-period tax allocation benefit (expense) | (105,146 | ) | - | 2,476,021 | |||||||||
discontinued operations | |||||||||||||
Total income tax benefit (expense) | $ | - | $ | (11,727,095 | ) | $ | 2,264,698 | ||||||
Schedule of deferred tax assets and liabilities | ' | ||||||||||||
Deferred tax assets and liabilities are as follows: | |||||||||||||
October 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets: | |||||||||||||
Allowance for doubtful accounts | $ | 373,477 | $ | 466,249 | |||||||||
Net operating loss carry forward | 3,590,643 | 3,187,375 | |||||||||||
Accrued vacation | 187,322 | 297,014 | |||||||||||
Other accrued liabilities | 222,316 | 410,822 | |||||||||||
Intangible assets | 885,775 | 14,201,325 | |||||||||||
Gross deferred tax assets | 5,259,533 | 18,562,785 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Accounts receivable insolvency attribute | (1,612,376 | ) | - | ||||||||||
Property and equipment | (1,643,717 | ) | (2,009,265 | ) | |||||||||
Gross deferred tax liability | (3,256,093 | ) | (2,009,265 | ) | |||||||||
Net deferred tax asset before valuation allowance | 2,003,440 | 16,553,520 | |||||||||||
Valuation allowance: | |||||||||||||
Beginning balance | 16,553,520 | 597,711 | |||||||||||
Change during the period | (14,550,080 | ) | 15,955,809 | ||||||||||
Ending balance | 2,003,440 | 16,553,520 | |||||||||||
Net deferred tax asset | $ | - | $ | - | |||||||||
The above net deferred tax asset is presented on the balance sheet as follows: | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax asset - current | $ | - | $ | - | |||||||||
Deferred tax assets -non-current | - | - | |||||||||||
$ | - | $ | - | ||||||||||
Reconciliation of statutory federal income tax rate to effective income tax rate | ' | ||||||||||||
A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate for continuing operations is as follows: | |||||||||||||
Year Ended October 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Statutory federal income tax rate | (34.0 | )% | 34 | % | (34.0 | )% | |||||||
State taxes, net of federal benefit | (1.8 | ) | 12.2 | 4.6 | |||||||||
Change in valuation allowance | 265.8 | (452.5 | ) | - | |||||||||
Disallowed deferred tax asset-related party | (220.1 | ) | - | - | |||||||||
Selling expenses | (1.4 | ) | (2.7 | ) | (14.6 | ) | |||||||
CODI, Insolvency Exemption debt basis | 3.1 | - | - | ||||||||||
Goodwill | (10.3 | ) | - | - | |||||||||
Other | 0.6 | 1.5 | 0.8 | ||||||||||
Effective tax rate, benefit (expense) | 1.9 | % | (407.5 | )% | (43.2 | )% |
Related_Party_Transactions_and1
Related Party Transactions and Operating Lease Commitments (Tables) | 12 Months Ended | ||||||||||
Oct. 31, 2013 | |||||||||||
Related Party Transactions and Operating Lease Commitments [Abstract] | ' | ||||||||||
Summary of significant related party transactions | ' | ||||||||||
A summary of significant related party transactions follows: | |||||||||||
Year Ended October 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Rent expense paid to affiliated entities for operating facilities for operating facilities | $ | 493,000 | $ | 517,000 | $ | 517,000 | |||||
Sales of office products, office furniture and printing services to affiliated entities | 767,000 | 968,000 | 951,000 | ||||||||
Future minimum rental commitments | ' | ||||||||||
Future minimum rental commitments for all non-cancelable operating leases including related party commitments with initial terms of one year or more consisted of the following at October 31, 2013: | |||||||||||
2014 | $ | 695,409 | |||||||||
2015 | 363,873 | ||||||||||
2016 | 349,849 | ||||||||||
2017 | 289,939 | ||||||||||
2018 | 195,132 | ||||||||||
Residual | 90,087 | ||||||||||
$ | 1,984,289 |
Industry_Segment_Information_T
Industry Segment Information (Tables) | 12 Months Ended | ||||||||||||
Oct. 31, 2013 | |||||||||||||
Industry Segment Information [Abstract] | ' | ||||||||||||
Schedule of segment reporting information, by segment | ' | ||||||||||||
The table below presents information about reported segments for the years ended October 31: | |||||||||||||
2013 | Printing | Office Products & Furniture | Total | ||||||||||
Revenues from continuing operations | $ | 45,460,503 | $ | 34,333,182 | $ | 79,793,685 | |||||||
Elimination of intersegment revenue | (2,791,035 | ) | (4,679,475 | ) | (7,470,510 | ) | |||||||
Consolidated revenue from continuing operations | $ | 42,669,468 | $ | 29,653,707 | $ | 72,323,175 | |||||||
Operating (loss) income from continuing operations | (2,228,855 | ) | 954,451 | (1,274,404 | ) | ||||||||
Depreciation & amortization | 2,049,191 | 119,823 | 2,169,014 | ||||||||||
Capital expenditure | 541,855 | 2,788 | 544,643 | ||||||||||
Identifiable assets | 18,850,573 | 8,186,745 | 27,037,318 | ||||||||||
Goodwill | - | 1,230,485 | 1,230,485 | ||||||||||
2012 | Printing | Office Products & Furniture | Total | ||||||||||
Revenues from continuing operations | $ | 56,933,015 | $ | 40,606,947 | $ | 97,539,962 | |||||||
Elimination of intersegment revenue | (4,758,471 | ) | (5,631,460 | ) | (10,389,931 | ) | |||||||
Consolidated revenues from continuing operations | $ | 52,174,544 | $ | 34,975,487 | $ | 87,150,031 | |||||||
Operating income (loss) from continuing operations | (1,610,691 | ) | 1,915,331 | 304,640 | |||||||||
Depreciation & amortization | 2,449,031 | 113,671 | 2,562,702 | ||||||||||
Capital expenditures | 646,727 | 50,469 | 697,196 | ||||||||||
Identifiable assets | 25,046,667 | 8,025,104 | 33,071,771 | ||||||||||
Goodwill | 2,226,837 | 1,230,485 | 3,457,322 | ||||||||||
2011 | Printing | Office Products & Furniture | Total | ||||||||||
Revenues from continuing operations | $ | 57,312,694 | $ | 41,098,106 | $ | 98,410,800 | |||||||
Elimination of intersegment revenue | (5,249,556 | ) | (6,552,373 | ) | (11,801,929 | ) | |||||||
Consolidated revenues from continuing operations | $ | 52,063,138 | $ | 34,545,733 | $ | 86,608,871 | |||||||
Operating income (loss) from continuing operations | (288,291 | ) | 2,397,703 | 2,109,412 | |||||||||
Depreciation & amortization | 2,700,193 | 135,426 | 2,835,619 | ||||||||||
Capital expenditures | 1,196,274 | 77,336 | 1,273,610 | ||||||||||
Identifiable assets | 27,725,139 | 10,180,004 | 37,905,143 | ||||||||||
Goodwill | 2,226,837 | 1,230,485 | 3,457,322 | ||||||||||
Reconciliation of total segment revenue, assets and operating (loss) income | ' | ||||||||||||
A reconciliation of total segment revenue, assets and operating (loss) income to consolidated income (loss) before income taxes for the years ended October 31, 2013, 2012 and 2011 is as follows: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Revenues: | |||||||||||||
Total segment revenues | $ | 79,793,685 | $ | 97,539,962 | $ | 98,410,800 | |||||||
Elimination of intersegment revenue | (7,470,510 | ) | (10,389,931 | ) | (11,801,929 | ) | |||||||
Consolidated revenue from continuing operations | $ | 72,323,175 | $ | 87,150,031 | $ | 86,608,871 | |||||||
Operating (loss) income from continuing operations: | |||||||||||||
Total segment operating (loss) income from continuing operations | $ | (1,274,404 | ) | $ | 304,640 | $ | 2,109,412 | ||||||
Interest expense - related party | (82,378 | ) | (57,733 | ) | (65,316 | ) | |||||||
Interest expense | (4,202,774 | ) | (3,111,845 | ) | (2,943,572 | ) | |||||||
Gain on early extinguishment of debt from a related party | - | - | 1,337,846 | ||||||||||
Gain from debt forgiveness | 11,118,069 | - | - | ||||||||||
Other (loss) income | (32,207 | ) | (13,118 | ) | 50,410 | ||||||||
Consolidated income (loss) before income taxes from continuing operations | $ | 5,526,306 | $ | (2,878,056 | ) | $ | 488,780 | ||||||
Identifiable assets: | |||||||||||||
Total segment identifiable assets | $ | 27,037,318 | $ | 33,071,771 | $ | 37,905,143 | |||||||
Elimination of intersegment assets and assets held for sale/discontinued operations | 493,304 | 14,894,820 | 44,119,139 | ||||||||||
Total consolidated assets | $ | 27,530,622 | $ | 47,966,591 | $ | 82,024,282 |
Restructuring_and_Other_Charge1
Restructuring and Other Charges (Tables) | 12 Months Ended | ||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||
Restructuring and Other Charges [Abstract] | ' | ||||||||||||||||
Costs incurred with respect to restructuring, integration and asset impairment charges | ' | ||||||||||||||||
The following information summarizes the costs incurred with respect to restructuring, integration and asset impairment charges during the three and twelve months ended October 31, 2013, 2012, and 2011, as well as the cumulative total of such costs representing fiscal 2011, fiscal 2012, and fiscal 2013 to the extent applicable, such costs are included as a component of the printing segment: | |||||||||||||||||
Three Months Ended | Twelve Months Ended | Cumulative Total | |||||||||||||||
31-Oct-13 | 31-Oct-12 | October 31, 2011 | 31-Oct-13 | 31-Oct-12 | 31-Oct-11 | ||||||||||||
Occupancy and equipment related costs | $ | - | $ | - | $ | 322,237 | $ | 43,848 | $ | - | $ | 445,790 | $ | 1,662,813 | |||
Costs incurred to streamline production, personnel and other | - | - | - | - | 48,038 | 97,105 | 612,764 | ||||||||||
Inventory | - | - | - | - | - | 28,851 | 200,380 | ||||||||||
Total | $ | - | $ | - | $ | 322,237 | $ | 43,848 | $ | 48,038 | $ | 571,746 | $ | 2,475,957 | |||
Accruals related to restructuring and other charges | ' | ||||||||||||||||
The activity pertaining to the Company's accruals related to restructuring and other charges since October 31, 2011, including additions and payments made are summarized below: | |||||||||||||||||
Occupancy and equipment related costs | Costs incurred to streamline production, personnel and other | Total | |||||||||||||||
Balance at October 31, 2011 | $ | 865,849 | $ | 55,575 | $ | 921,424 | |||||||||||
2012 expenses | - | 48,038 | 48,038 | ||||||||||||||
Paid in 2012 | (678,765 | ) | (48,876 | ) | (727,641 | ) | |||||||||||
Reclassifications | 54,737 | (54,737 | ) | - | |||||||||||||
Balance at October 31, 2012 | $ | 241,821 | $ | - | $ | 241,821 | |||||||||||
2013 expenses | $ | 43,848 | $ | - | $ | 43,848 | |||||||||||
Paid in 2013 | (285,669 | ) | - | (285,669 | ) | ||||||||||||
Balance at October 31, 2013 | $ | - | $ | - | $ | - |
Acquired_Intangible_Assets_and1
Acquired Intangible Assets and Goodwill (Tables) | 12 Months Ended | ||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||
Acquired Intangible Assets and Goodwill [Abstract] | ' | ||||||||||||||||
Acquired intangible assets and goodwill | ' | ||||||||||||||||
Acquired Intangible Assets and Goodwill | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
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 | 1,149,033 | 2,451,073 | 1,026,935 | |||||||||||||
Other | 564,946 | 558,737 | 564,946 | 541,236 | |||||||||||||
4,016,019 | 2,707,770 | 4,016,019 | 2,568,171 | ||||||||||||||
Unamortizable intangible assets: | |||||||||||||||||
Goodwill | 1,737,763 | 507,278 | 3,964,600 | 507,278 | |||||||||||||
1,737,763 | 507,278 | 3,964,600 | 507,278 | ||||||||||||||
Total goodwill and other intangibles | $ | 5,753,782 | $ | 3,215,048 | $ | 7,980,619 | $ | 3,075,449 | |||||||||
Estimated amortization expense | ' | ||||||||||||||||
Estimated amortization expense for each of the following years is: | |||||||||||||||||
2014 | $ | 128,306 | |||||||||||||||
2015 | 122,098 | ||||||||||||||||
2016 | 122,098 | ||||||||||||||||
2017 | 122,098 | ||||||||||||||||
2018 | 122,098 | ||||||||||||||||
Thereafter | 691,551 | ||||||||||||||||
$ | 1,308,249 | ||||||||||||||||
Changes in the carrying amount of goodwill | ' | ||||||||||||||||
The changes in the carrying amount of goodwill, trademark and masthead and other amortizing intangibles for the years ended October 31, 2013 and 2012 were: | |||||||||||||||||
Goodwill: | |||||||||||||||||
Printing | Office Products and Furniture | Total | |||||||||||||||
Balance at October 31, 2011 | |||||||||||||||||
Goodwill | $ | 2,226,837 | $ | 1,230,485 | $ | 3,457,322 | |||||||||||
Accumulated Impairment losses | - | - | - | ||||||||||||||
2,226,837 | 1,230,485 | 3,457,322 | |||||||||||||||
Goodwill acquired Fiscal 2012 | - | - | - | ||||||||||||||
Impairment losses Fiscal 2012 | - | - | - | ||||||||||||||
Balance at October 31, 2012 | |||||||||||||||||
Goodwill | 2,226,837 | 1,230,485 | 3,457,322 | ||||||||||||||
Accumulated Impairment Losses | - | - | - | ||||||||||||||
2,226,837 | 1,230,485 | 3,457,322 | |||||||||||||||
Goodwill acquired Fiscal 2013 | - | - | - | ||||||||||||||
Impairment losses Fiscal 2013 | (2,226,837 | ) | - | (2,226,837 | ) | ||||||||||||
Balance at October 31, 2013 | |||||||||||||||||
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 | ||||||||||||
Changes in the carrying amount of trademark and masthead, and other amortizing intangibles | ' | ||||||||||||||||
Amortizing Intangible Assets (net of amortization expense): | |||||||||||||||||
Printing | Office Products and Furniture | Total | |||||||||||||||
Balance at October 31, 2011 | |||||||||||||||||
Amortizing Intangible Assets (net of amortization expense) | $ | 564,698 | $ | 1,028,246 | $ | 1,592,944 | |||||||||||
Accumulated Impairment losses | - | - | - | ||||||||||||||
564,698 | 1,028,246 | 1,592,944 | |||||||||||||||
Amortizing Intangible Assets (net of amortization expense) | - | - | - | ||||||||||||||
acquired Fiscal 2012 | |||||||||||||||||
Impairment losses Fiscal 2012 | - | - | - | ||||||||||||||
Amortization expense | 63,977 | 81,119 | 145,096 | ||||||||||||||
Balance at October 31, 2012 | |||||||||||||||||
Amortizing Intangible Assets (net of amortization expense) | 500,721 | 947,127 | 1,447,848 | ||||||||||||||
Accumulated Impairment Losses | - | - | - | ||||||||||||||
500,721 | 947,127 | 1,447,848 | |||||||||||||||
Amortizing intangible acquired in Fiscal 2013 | - | - | - | ||||||||||||||
Impairment losses Fiscal 2013 | - | - | - | ||||||||||||||
Amortization expense | 58,404 | 81,195 | 139,599 | ||||||||||||||
Balance at October 31, 2013 | |||||||||||||||||
Amortizing intangible | 442,317 | 865,932 | 1,308,249 | ||||||||||||||
Accumulated Impairment losses | - | - | - | ||||||||||||||
$ | 442,317 | $ | 865,932 | $ | 1,308,249 | ||||||||||||
Impairment charges | ' | ||||||||||||||||
A summary of impairment charges from continuing operations is included in the table below: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Goodwill | $ | 2,226,837 | $ | - | $ | - | |||||||||||
Other intangibles | - | - | - | ||||||||||||||
$ | 2,226,837 | $ | - | $ | - | ||||||||||||
A summary of impairment charges from discontinued operations is included in the table below and are associated with the former newspaper segment: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Goodwill | $ | - | $ | 9,510,933 | $ | 2,364,028 | |||||||||||
Other intangibles | - | - | - | ||||||||||||||
Trademark & masthead | - | 1,557,950 | 6,352,840 | ||||||||||||||
$ | - | $ | 11,068,883 | $ | 8,716,868 |
Discontinued_Operations_and_As1
Discontinued Operations and Assets Held for Sale (Tables) | 12 Months Ended | |||||||||||||
Oct. 31, 2013 | ||||||||||||||
Discontinued Operations and Assets Held for Sale [Abstract] | ' | |||||||||||||
Schedule of financial information discontinued operation | ' | |||||||||||||
The following is selected financial information included in net earnings (loss) from discontinued operations for three divisions classified within the printing segment and the Herald-Dispatch previously classified within the newspaper segment until the sale of this segment and reflects interest on estimated debt required to be repaid as a result of these disposal transactions and excludes any general corporate overhead allocations. The interest expense allocated to discontinued operations for the year ended October 31, 2013, 2012, and 2011, was approximately $615,000, $837,000, and $880,000. | ||||||||||||||
Twelve Months Ended October 31, | ||||||||||||||
2013 | ||||||||||||||
Printing | Herald-Dispatch | Total | ||||||||||||
Net sales | $ | 2,190,236 | $ | 8,954,004 | $ | 11,144,240 | ||||||||
(Loss) earnings from discontinued operations | (746,581 | ) | 491,367 | (255,214 | ) | |||||||||
Income tax benefit (expense) | 250,670 | (184,608 | ) | 66,062 | ||||||||||
Gain (loss) on sale of discontinued | (103,802 | ) | 547,106 | 443,304 | ||||||||||
operations | ||||||||||||||
Income tax (expense) benefit on sale | 34,338 | (205,548 | ) | (171,210 | ) | |||||||||
Net earnings (loss) from | (565,375 | ) | 648,317 | 82,942 | ||||||||||
discontinued operations | ||||||||||||||
Twelve Months Ended October 31, | ||||||||||||||
2012 | ||||||||||||||
Printing | Herald-Dispatch | Total | ||||||||||||
Net sales | $ | 19,118,500 | $ | 13,991,752 | $ | 33,110,252 | ||||||||
(Loss) from discontinued operations | (700,817 | ) | (9,579,038 | ) | (10,279,855 | ) | ||||||||
Income tax benefit (expense) | - | - | - | |||||||||||
Gain on sale of discontinued | 1,567,231 | - | 1,567,231 | |||||||||||
operations | ||||||||||||||
Income tax (expense) on sale | - | - | - | |||||||||||
Net earnings (loss) from | 866,414 | (9,579,038 | ) | (8,712,624 | ) | |||||||||
discontinued operations | ||||||||||||||
Twelve Months Ended October 31, | ||||||||||||||
2011 | ||||||||||||||
Printing | Herald-Dispatch | Total | ||||||||||||
Net sales | $ | 26,742,318 | $ | 14,589,210 | $ | 41,331,528 | ||||||||
(Loss) earnings from discontinued operations | 167,967 | (6,897,488 | ) | (6,729,521 | ) | |||||||||
Income tax benefit (expense) | (78,809 | ) | 2,554,830 | 2,476,021 | ||||||||||
Gain on sale of discontinued | - | - | - | |||||||||||
operations | ||||||||||||||
Income tax on sale (expense) | - | - | - | |||||||||||
Net (loss) earnings from | 89,158 | (4,342,658 | ) | (4,253,500 | ) | |||||||||
discontinued operations | ||||||||||||||
F-43 | ||||||||||||||
Champion Industries, Inc. and Subsidiaries | ||||||||||||||
Notes to Consolidated Financial Statements (continued) | ||||||||||||||
The major classes of assets and liabilities held for sale and of discontinued operations included in the Consolidated Balance Sheets are as follows (see Note 3 for discussion of debt allocated to liabilities held for sale/discontinued operations): | ||||||||||||||
Held for sale | Discontinued Operations | Total | Held for sale | Discontinued Operations | Total | |||||||||
31-Oct-13 | 31-Oct-12 | |||||||||||||
Assets: | ||||||||||||||
Accounts Receivable | $ | - | $ | 124,231 | $ | 124,231 | $ | - | $ | 2,454,406 | $ | 2,454,406 | ||
Inventories | - | - | - | - | 706,584 | 706,584 | ||||||||
Other current assets | - | - | - | - | 109,940 | 109,940 | ||||||||
Property and equipment, net | 369,073 | - | 369,073 | 1,219,073 | 5,276,348 | 6,495,421 | ||||||||
Other Assets | - | - | - | - | 5,128,469 | 5,128,469 | ||||||||
Total current assets | 369,073 | 124,231 | 493,304 | 1,219,073 | 13,675,747 | 14,894,820 | ||||||||
Property and equipment, net | - | - | - | - | - | - | ||||||||
Other assets | - | - | - | - | - | - | ||||||||
Total non-current assets | - | - | - | - | - | - | ||||||||
Total assets held for sale/discontinued operations | $ | 369,073 | $ | 124,231 | $ | 493,304 | $ | 1,219,073 | $ | 13,675,747 | $ | 14,894,820 | ||
Liabilities: | ||||||||||||||
Accounts payable | $ | - | $ | - | $ | - | $ | - | $ | 836,869 | $ | 836,869 | ||
Deferred revenue | - | - | - | - | 663,496 | 663,496 | ||||||||
Accrued payroll and commissions | - | - | - | - | 382,550 | 382,550 | ||||||||
Taxes accrued and withheld | - | 315 | 315 | - | 335,476 | 335,476 | ||||||||
Accrued expenses | - | - | - | - | 76,661 | 76,661 | ||||||||
Debt (see Note 3) | - | - | - | 1,219,073 | 11,603,132 | 12,822,205 | ||||||||
Total current liabilities | - | 315 | 315 | 1,219,073 | 13,898,184 | 15,117,257 | ||||||||
Total non-current liabilities debt | 369,073 | 123,916 | 492,989 | - | - | - | ||||||||
Total liabilities held for sale/discontinued operations | $ | 369,073 | $ | 124,231 | $ | 493,304 | $ | 1,219,073 | $ | 13,898,184 | $ | 15,117,257 | ||
Earnings_loss_Per_Share_Tables
Earnings (loss) Per Share (Tables) | 12 Months Ended | ||||||||||
Oct. 31, 2013 | |||||||||||
Earnings (loss) Per Share [Abstract] | ' | ||||||||||
Earnings (loss) per share computation | ' | ||||||||||
Earnings (loss) per share (EPS) were computed as follows: | |||||||||||
Income | Weighted | Per | |||||||||
(Loss) | Average | Share | |||||||||
Shares | Amount | ||||||||||
Year Ended October 31, 2013 | |||||||||||
Net income from continuing operations | $ | 5,631,452 | 11,300,000 | $ | 0.5 | ||||||
Net income from discontinued operations | 82,942 | 11,300,000 | 0.01 | ||||||||
Net income | 5,714,394 | ||||||||||
Basic earnings per share: | |||||||||||
Net income available to common shareholders, total | 5,714,394 | 11,300,000 | 0.51 | ||||||||
Effect of dilutive securities stock options/warrants | 4,814,000 | ||||||||||
Diluted earnings per share: | |||||||||||
Net income available to common shareholders and assumed conversions | $ | 5,714,394 | 16,114,000 | $ | 0.36 | ||||||
Year Ended October 31, 2012 | |||||||||||
Net loss from continuing operations | $ | (14,605,151 | ) | 11,300,000 | $ | (1.29 | ) | ||||
Net loss from discontinued operations | (8,712,624 | ) | 11,300,000 | (0.77 | ) | ||||||
Net loss | (23,317,775 | ) | |||||||||
Basic loss per share: | |||||||||||
Net loss available to common shareholders, total | (23,317,775 | ) | 11,300,000 | (2.06 | ) | ||||||
Effect of dilutive securities stock options/warrants | - | ||||||||||
Diluted loss per share: | |||||||||||
Net loss available to common shareholders and assumed conversions | $ | (23,317,775 | ) | 11,300,000 | $ | (2.06 | ) | ||||
Year Ended October 31, 2011 | |||||||||||
Net income from continuing operations | $ | 277,457 | 10,362,000 | $ | 0.03 | ||||||
Net loss from discontinued operations | (4,253,500 | ) | 10,362,000 | (0.41 | ) | ||||||
Net loss | (3,976,043 | ) | |||||||||
Basic loss per share: | |||||||||||
Net loss available to common shareholders, total | (3,976,043 | ) | 10,362,000 | (0.38 | ) | ||||||
Effect of dilutive securities stock options | - | ||||||||||
Diluted loss per share: | |||||||||||
Net loss available to common shareholders and assumed conversions | $ | (3,976,043 | ) | 10,362,000 | $ | (0.38 | ) |
Quarterly_Results_of_Operation1
Quarterly Results of Operations (unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||||||
Quarterly Results of Operations (unaudited) [Abstract] | ' | ||||||||||||||||||||
Schedule of quarterly financial information | ' | ||||||||||||||||||||
Schedule II | |||||||||||||||||||||
Valuation and Qualifying Accounts | |||||||||||||||||||||
Years Ended October 31, 2013, 2012 and 2011 | |||||||||||||||||||||
Description | Balance at beginning of period | Balances of acquired companies | Additions charged to costs and expense | Deductions(1) | Balance at end of period | ||||||||||||||||
2013 | |||||||||||||||||||||
Allowance for doubtful accounts from continuing operations | $ | 1,012,894 | $ | - | $ | 143,689 | $ | (183,805 | ) | $ | 972,778 | ||||||||||
2012 | |||||||||||||||||||||
Allowance for doubtful accounts from continuing operations | $ | 539,113 | $ | - | $ | 646,670 | $ | (172,889 | ) | $ | 1,012,894 | ||||||||||
2011 | |||||||||||||||||||||
Allowance for doubtful accounts from continuing operations | $ | 897,506 | $ | - | $ | 222,044 | $ | (580,437 | ) | $ | 539,113 | ||||||||||
(1) Uncollectible accounts written off, net of recoveries. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | |
Summary of Significant Accounting Policies | ' | ' | ' |
Non-cash deferred tax adjustments | $400,000 | ' | ' |
Non-cash deferred tax adjustments (in dollars per share) | $0.04 | ' | ' |
Increase in additional paid-in capital | 400,000 | ' | ' |
Decrease in deferred tax liability | 400,000 | ' | ' |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ' | ' | ' |
Vehicle purchases as cash activities | 2,526,038 | 2,827,620 | ' |
Accounts Receivable [Abstract] | ' | ' | ' |
Bad debt expense | 143,689 | 646,670 | 222,044 |
Allowance for doubtful accounts | 972,778 | 1,012,894 | 539,113 |
Write-offs | 183,805 | 172,889 | 580,437 |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Depreciation expense | 2,169,000 | 2,563,000 | 2,836,000 |
Advertising Costs [Abstract] | ' | ' | ' |
Advertising expense | 336,000 | 487,000 | 520,000 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Dilutive effect related to warrants | ' | 0 | 0 |
Revenue Recognition [Abstract] | ' | ' | ' |
Deferred revenue | 500,000 | 500,000 | 500,000 |
Accounting for Stock-Based Compensation [Abstract] | ' | ' | ' |
Granted (in shares) | 0 | 0 | 0 |
Warrant [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Dilutive effect related to warrants | 4,814,000 | ' | ' |
Minimum [Member] | Other Intangible Assets [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortization period | '0 years | ' | ' |
Minimum [Member] | Building and Improvements [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Estimated useful lives | '5 years | ' | ' |
Minimum [Member] | Machinery and Equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Estimated useful lives | '3 years | ' | ' |
Minimum [Member] | Furniture and Fixtures [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Estimated useful lives | '5 years | ' | ' |
Minimum [Member] | Vehicles [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Estimated useful lives | '3 years | ' | ' |
Maximum [Member] | Other Intangible Assets [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortization period | '0 years | ' | ' |
Maximum [Member] | Building and Improvements [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Estimated useful lives | '40 years | ' | ' |
Maximum [Member] | Machinery and Equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Estimated useful lives | '10 years | ' | ' |
Maximum [Member] | Furniture and Fixtures [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Estimated useful lives | '10 years | ' | ' |
Maximum [Member] | Vehicles [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Estimated useful lives | '5 years | ' | ' |
Accounts Receivable [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Number of large accounts receivable balances | 10 | ' | ' |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Concentration risk (in hundredths) | 0.00% | 0.00% | ' |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Maximum [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Concentration risk (in hundredths) | 0.00% | 0.00% | ' |
Restatement Adjustment [Member] | ' | ' | ' |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ' | ' | ' |
Cumulative effect on retained earnings | 328,000 | ' | ' |
Cumulative effect on accrued expenses | 547,000 | ' | ' |
Cumulative effect on deferred tax assets | 219,000 | ' | ' |
Vehicle purchases as cash activities | ' | ' | $621,000 |
Inventories_Details
Inventories (Details) (USD $) | Oct. 31, 2013 | Oct. 31, 2012 |
Printing and Newspaper [Abstract] | ' | ' |
Raw materials | $1,375,675 | $1,662,766 |
Work in process | 756,861 | 798,242 |
Finished goods | 1,218,233 | 1,383,094 |
Office products and office furniture | 1,533,810 | 1,920,701 |
Total | $4,884,579 | $5,764,803 |
Longterm_Debt_Details
Long-term Debt (Details) (USD $) | 12 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | |
Debt Instrument [Line Items] | ' | ' | ' |
Total indebtedness | $12,969,274 | $39,801,770 | ' |
Accrued Deferred fee (interest) Bullet loan B, Due June 30, 2013 | 0 | 31,171 | ' |
Debt discount | -477,387 | -1,287,527 | ' |
Less current portion revolving line of credit | 0 | 8,425,496 | ' |
Less long-term portion revolving line of credit | 0 | 0 | ' |
Less current portion long-term debt | 902,565 | 29,998,791 | ' |
Less current portion obligation under capital lease | 13,817 | 13,014 | ' |
Less debt discount | 0 | -1,287,527 | ' |
Long-term debt, net of current portion and revolving line of credit, capital lease obligation and notes payable to related party | 12,052,892 | 2,651,996 | ' |
Interest Rate (in hundredths) | 3.25% | ' | 3.25% |
Periodic installment payment | 2,100,000 | ' | ' |
Basis of interest rate | ' | 'LIBOR | '30-day LIBOR |
Basis spread on variable rate (in hundredths) | ' | 0.12% | 0.24% |
Continuing operations [Abstract] | ' | ' | ' |
Long-term debt, net of current portion and revolving line credit | 9,494,727 | 99,291 | ' |
Long-term capital lease obligation | 42,563 | 52,705 | ' |
Current portion of long-term debt and revolving line of credit | 902,565 | 25,602,082 | ' |
Long-term notes payable to related party | 2,500,000 | 2,500,000 | ' |
Current portion of capital lease obligation | 13,817 | 13,014 | ' |
Debt discount | -477,387 | -1,287,527 | ' |
Total debt from continuing operations | 12,476,285 | 26,979,565 | ' |
Liabilities held for sale/discontinued operations - debt | 492,989 | 12,822,205 | ' |
Total indebtedness | 12,969,274 | 39,801,770 | ' |
Maturities of long-term debt and Capitol lease obligations [Abstract] | ' | ' | ' |
2014 | 916,382 | ' | ' |
2015 | 12,024,999 | ' | ' |
2016 | 15,574 | ' | ' |
2017 | 12,319 | ' | ' |
Total indebtedness | 12,969,274 | 39,801,770 | ' |
Installment notes payable on Term Note A [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total indebtedness | 10,450,000 | 0 | ' |
Frequency of periodic payments | 'Monthly | ' | ' |
Periodic installment payment | 50,000 | ' | ' |
Basis of interest rate | 'Prime rate | ' | ' |
Basis spread on variable rate (in hundredths) | 2.00% | ' | ' |
Debt maturity date | 1-Apr-15 | ' | ' |
Continuing operations [Abstract] | ' | ' | ' |
Total indebtedness | 10,450,000 | 0 | ' |
Maturities of long-term debt and Capitol lease obligations [Abstract] | ' | ' | ' |
Total indebtedness | 10,450,000 | 0 | ' |
Installment notes payable to banks [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total indebtedness | 440,281 | 677,167 | ' |
Frequency of periodic payments | 'Monthly | ' | ' |
Basis of interest rate | 'Prime rate | ' | ' |
Continuing operations [Abstract] | ' | ' | ' |
Total indebtedness | 440,281 | 677,167 | ' |
Maturities of long-term debt and Capitol lease obligations [Abstract] | ' | ' | ' |
Total indebtedness | 440,281 | 677,167 | ' |
Installment notes payable to banks [Member] | Minimum [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt maturity date | 30-Nov-12 | ' | ' |
Installment notes payable to banks [Member] | Maximum [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt maturity date | 31-Oct-15 | ' | ' |
Notes payable to related party [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total indebtedness | 2,500,000 | 2,500,000 | ' |
Debt maturity date | 30-Sep-14 | ' | ' |
Continuing operations [Abstract] | ' | ' | ' |
Total indebtedness | 2,500,000 | 2,500,000 | ' |
Maturities of long-term debt and Capitol lease obligations [Abstract] | ' | ' | ' |
Total indebtedness | 2,500,000 | 2,500,000 | ' |
Term loan facility with a syndicate of banks, collateralized by substantially all of the assets of the Company [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total indebtedness | 0 | 0 | ' |
Frequency of periodic payments | 'Quarterly | ' | ' |
Periodic installment payment | 1,225,000 | ' | ' |
Basis of interest rate | 'LIBOR | ' | ' |
Debt maturity date | 30-Sep-13 | ' | ' |
Continuing operations [Abstract] | ' | ' | ' |
Total indebtedness | 0 | 0 | ' |
Maturities of long-term debt and Capitol lease obligations [Abstract] | ' | ' | ' |
Total indebtedness | 0 | 0 | ' |
Term loan A with a syndicate of banks collateralized by substantially all of the assets of the Company [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total indebtedness | 0 | 19,762,000 | ' |
Frequency of periodic payments | 'Monthly | ' | ' |
Periodic installment payment | 238,000 | ' | ' |
Basis of interest rate | 'LIBOR | ' | ' |
Basis spread on variable rate (in hundredths) | 8.00% | ' | ' |
Debt maturity date | 30-Jun-13 | ' | ' |
Continuing operations [Abstract] | ' | ' | ' |
Total indebtedness | 0 | 19,762,000 | ' |
Maturities of long-term debt and Capitol lease obligations [Abstract] | ' | ' | ' |
Total indebtedness | 0 | 19,762,000 | ' |
Term loan B with a syndicate of banks collateralized by substantially all of the assets of the Company [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total indebtedness | 0 | 6,277,744 | ' |
Interest Rate (in hundredths) | 16.00% | ' | ' |
Debt maturity date | 30-Jun-13 | ' | ' |
Continuing operations [Abstract] | ' | ' | ' |
Total indebtedness | 0 | 6,277,744 | ' |
Maturities of long-term debt and Capitol lease obligations [Abstract] | ' | ' | ' |
Total indebtedness | 0 | 6,277,744 | ' |
Bullet loan A with a syndicate of Banks collateralized by substantially all of the assets of the Company [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total indebtedness | 0 | 3,350,000 | ' |
Periodic installment payment | 1,900,000 | ' | ' |
Basis of interest rate | 'LIBOR | ' | ' |
Basis spread on variable rate (in hundredths) | 8.00% | ' | ' |
Continuing operations [Abstract] | ' | ' | ' |
Total indebtedness | 0 | 3,350,000 | ' |
Maturities of long-term debt and Capitol lease obligations [Abstract] | ' | ' | ' |
Total indebtedness | 0 | 3,350,000 | ' |
Bullet loan A with a syndicate of Banks collateralized by substantially all of the assets of the Company [Member] | Minimum [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt maturity date | 31-Dec-12 | ' | ' |
Bullet loan A with a syndicate of Banks collateralized by substantially all of the assets of the Company [Member] | Maximum [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt maturity date | 31-Mar-13 | ' | ' |
Revolving line of credit loan facility with a syndicate of banks, collateralized by substantially all of the assets of the Company [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total indebtedness | 0 | 8,425,496 | ' |
Basis of interest rate | 'LIBOR | ' | ' |
Basis spread on variable rate (in hundredths) | 6.00% | ' | ' |
Debt maturity date | 30-Jun-13 | ' | ' |
Continuing operations [Abstract] | ' | ' | ' |
Total indebtedness | 0 | 8,425,496 | ' |
Maturities of long-term debt and Capitol lease obligations [Abstract] | ' | ' | ' |
Total indebtedness | 0 | 8,425,496 | ' |
Capital Lease Obligations [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total indebtedness | 56,380 | 65,719 | ' |
Interest Rate (in hundredths) | 6.02% | ' | ' |
Continuing operations [Abstract] | ' | ' | ' |
Total indebtedness | 56,380 | 65,719 | ' |
Maturities of long-term debt and Capitol lease obligations [Abstract] | ' | ' | ' |
Total indebtedness | $56,380 | $65,719 | ' |
Note payable to Lessor [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Interest Rate (in hundredths) | 0.00% | ' | ' |
Longterm_Debt_Credit_Facility_
Long-term Debt, Credit Facility (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||||||||||||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | Aug. 28, 2013 | Dec. 28, 2011 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2013 | Dec. 28, 2011 | Oct. 31, 2012 | Oct. 31, 2012 | Sep. 14, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2013 | Jul. 18, 2011 | Dec. 29, 2009 | Oct. 31, 2013 | Oct. 31, 2011 | |
November 30, 2012 [Member] | December 31, 2012 [Member] | January 31, 2013 [Member] | February 28, 2013 [Member] | March 31, 2013 [Member] | April 30, 2013 [Member] | May 31, 2013 [Member] | June 30, 2013 [Member] | June 30, 2013 [Member] | July 31, 2013 [Member] | August 31, 2013 [Member] | Limited Forbearance Agreement [Member] | Limited Forbearance Agreement [Member] | Revolving Credit Facility [Member] | September Forbearance Agreement [Member] | September Forbearance Agreement [Member] | Term Loan A [Member] | Term Loan B [Member] | Bullet Loan [Member] | Bullet Loan A [Member] | Marshall T. Reynolds [Member] | Marshall T. Reynolds [Member] | Marshall T. Reynolds [Member] | Marshall T. Reynolds [Member] | ||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, maximum borrowing capacity | $10,000,000 | $15,000,000 | $15,000,000 | $8,000,000 | $9,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $13,600,000 | ' | ' | $13,000,000 | ' | ' | ' | ' | ' | ' | ' | $3,000,000 |
Reserve against the Credit Agreement borrowing base | 1,000,000 | 1,450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Removal of requirement to maintain concentration account minimum balances | 750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Temporary over advance on the borrowing | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, excess availability | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Syndicated debt outstanding amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' |
Indebtedness immediately prior to the note sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,900,000 | ' |
Deferred fee and accrued interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' |
Amount Borrowed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' |
Prepayment premium | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash collateral held by the Administrative Agent | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash collateral released by issuing subordinated unsecured promissory note | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forbearance fee (in hundredths) | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate, maximum (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate, minimum (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional interest rate on term loan (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extension fee related to letters of credit and unused revolving credit (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.10% | ' | ' | ' | ' | ' | ' | ' | ' |
Term debt pay down remaining provision of contribution agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued (in dollars per share) | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant issued (in hundredths) | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, restructuring amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,025,496 | ' | ' | 20,000,000 | 6,277,744 | 4,000,000 | ' | ' | ' | ' | ' |
Proceeds from loan advance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' |
Accrued interest converted for equity instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 147,875 | ' | ' | ' |
Common shares exchanged for a subordinated unsecured promissory note (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,311,615 | ' | ' | ' |
Debt conversion ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.4 | ' | ' | ' |
Debt conversion, discount on transaction (in hundredths) | 42.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42.50% | ' | ' | ' |
Ownership interest in outstanding common stock (in hundredths) | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% |
Maximum borrowing capacity sublimit for letter of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity sublimit for swing line loans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding borrowings, Eligible receivable, Maximum (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding borrowings, Eligible Receivable, Reduced (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding borrowings, amount, maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding borrowings, eligible inventory, maximum (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Post-default increase in interest rate (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed charge coverage ratio (in hundredths) | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | 1.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Leverage ratio (in hundredths) | ' | 3.3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Leverage ratio (in hundredths) | ' | 3.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum EBITDA Period | ' | ' | ' | ' | ' | 1,100,000 | 1,600,000 | 2,600,000 | 3,350,000 | 4,100,000 | 5,200,000 | 5,550,000 | 1,378,394 | 5,900,000 | 2,198,509 | 2,506,722 | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum capital expenditures period | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum capital expenditures period I | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Administrative Fees, Amount Paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Monthly Administrative Fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LIBOR 30 Day | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LIBOR 60 Day | ' | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LIBOR 90 Day | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prime rate (in hundredths) | 3.25% | ' | 3.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable rate basis | ' | 'LIBOR | '30-day LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread on variable rate (in hundredths) | ' | 0.12% | 0.24% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.16% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal payment of term debt | 7,660,466 | 4,973,837 | 5,919,470 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 650,000 | ' | ' | ' | ' |
Accrued expenses | 142,000 | 129,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of deferred financing costs | 1,645,201 | 571,790 | 436,855 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of interest-bearing debt and revolving credit facilities | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchases restated as cash activities which were previously reported as non-cash activities | ' | ' | 621,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Paid | $3,069,000 | $3,463,000 | $3,598,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee_Benefit_Plan_Details
Employee Benefit Plan (Details) (USD $) | 12 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | |
Defined contribution Plan Disclosure [Line Items] | ' | ' | ' |
Accrued vacation liability | $567,000 | $633,000 | ' |
Options outstanding [Roll Forward] | ' | ' | ' |
Granted (in shares) | 0 | 0 | 0 |
Stock Option Plan 1993 [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Number of shares authorized for issuance (in shares) | 762,939 | ' | ' |
Stock Option Plan 2003 [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Number of shares authorized for issuance (in shares) | 475,000 | ' | ' |
Stock Options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Options vested and exercised period | '5 years | ' | ' |
Options outstanding [Roll Forward] | ' | ' | ' |
Outstanding-beginning of year (in shares) | 0 | ' | 0 |
Granted (in shares) | 0 | 0 | 0 |
Exercised (in shares) | 0 | 0 | 0 |
Forfeited or expired (in shares) | 0 | 0 | 0 |
Outstanding-end of year (in shares) | 0 | 0 | ' |
Weighted average fair value of options granted during the year (in dollars per share) | $0 | $0 | 0 |
Weighted Average Exercise Price [Roll Forward] | ' | ' | ' |
Outstanding-beginning of year (in dollars per share) | $0 | $0 | 0 |
Granted (in dollars per share) | $0 | $0 | 0 |
Exercised (in dollars per share) | $0 | $0 | 0 |
Forfeited or expired (in dollars per share) | $0 | $0 | 0 |
Outstanding-end of year Exercise Price (in dollars per share) | $0 | $0 | 0 |
Champion Industries Inc. 401 (k) Plan [Member] | ' | ' | ' |
Defined contribution Plan Disclosure [Line Items] | ' | ' | ' |
Maximum annual contribution per employee (in hundredths) | 15.00% | ' | ' |
Employer matching contribution (in hundredths) | 100.00% | ' | ' |
Matching contribution, maximum (in hundredths) | 2.00% | ' | ' |
Discretionary contributions | $0 | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||
Oct. 31, 2012 | Jul. 31, 2012 | Apr. 30, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | |
Current benefit (expense) [Abstract] | ' | ' | ' | ' | ' | ' |
Federal | ' | ' | ' | $1,565,286 | $866,679 | $737,509 |
State | ' | ' | ' | 434,027 | 131,576 | 419,151 |
Deferred (benefit) expense | ' | ' | ' | -1,894,167 | 725,350 | -3,367,983 |
Income tax benefit (expense) - continuing operations | ' | ' | ' | 105,146 | -11,727,095 | -211,323 |
Intra-period tax allocation benefit (expense) - discontinued operations | ' | ' | ' | -105,146 | 0 | 2,476,021 |
Total income tax benefit (expense) | ' | ' | ' | 0 | -11,727,095 | 2,264,698 |
Deferred tax assets [Abstract] | ' | ' | ' | ' | ' | ' |
Allowance for doubtful accounts | 466,249 | ' | ' | 373,477 | 466,249 | ' |
Net operating loss carry forward | 3,187,375 | ' | ' | 3,590,643 | 3,187,375 | ' |
Accrued vacation | 297,014 | ' | ' | 187,322 | 297,014 | ' |
Other accrued liabilities | 410,822 | ' | ' | 202,316 | 410,822 | ' |
Intangible assets | 14,201,325 | ' | ' | 888,775 | 14,201,325 | ' |
Gross deferred tax assets | 18,562,785 | ' | ' | 5,259,533 | 18,562,785 | ' |
Deferred tax liabilities [Abstract] | ' | ' | ' | ' | ' | ' |
Accounts receivable insolvency attribute | 0 | ' | ' | -1,612,376 | 0 | ' |
Property and equipment | -2,009,265 | ' | ' | -1,643,717 | -2,009,265 | ' |
Gross deferred tax liability | -2,009,265 | ' | ' | -3,256,093 | -2,009,265 | ' |
Net deferred tax asset before valuation allowance | 16,553,520 | ' | ' | 2,003,440 | 16,553,520 | ' |
Valuation allowance [Abstract] | ' | ' | ' | ' | ' | ' |
Beginning balance | ' | ' | ' | 16,553,520 | 597,711 | ' |
Increase during the period | ' | ' | ' | -14,550,080 | 15,955,809 | ' |
Ending balance | 16,553,520 | ' | ' | 2,003,440 | 16,553,520 | 597,711 |
Net deferred tax asset | 0 | ' | ' | 0 | 0 | ' |
Deferred tax assets, net [Abstract] | ' | ' | ' | ' | ' | ' |
Deferred tax asset - current | 0 | ' | ' | 0 | 0 | ' |
Deferred tax assets - non-current | 0 | ' | ' | 0 | 0 | ' |
Net deferred tax asset | 0 | ' | ' | 0 | 0 | ' |
Reconciliation of the statutory federal income tax rate [Abstract] | ' | ' | ' | ' | ' | ' |
Statutory federal income tax rate (in hundredths) | ' | ' | ' | -34.00% | 34.00% | -34.00% |
State taxes, net of federal benefit (in hundredths) | ' | ' | ' | -1.80% | 12.20% | 4.60% |
Change in valuation allowance (in hundredths) | ' | ' | ' | 265.80% | -452.50% | 0.00% |
Disallowed deferred tax asset-related party (in hundredths) | ' | ' | ' | -220.10% | 0.00% | 0.00% |
Selling expenses (in hundredths) | ' | ' | ' | -1.40% | -2.70% | -14.60% |
State apportionment and deferred tax adjustments (in hundredths) | ' | ' | ' | 0.00% | 0.00% | 0.00% |
Federal and state tax net operating loss adjustments (in hundredths) | ' | ' | ' | 0.00% | 0.00% | 0.00% |
CODI, Insolvency Exemption debt basis | ' | ' | ' | 3.10% | 0.00% | 0.00% |
Goodwill | ' | ' | ' | -10.30% | 0.00% | 0.00% |
Other (in hundredths) | ' | ' | ' | 0.60% | 1.50% | 0.80% |
Effective tax rate, benefit (expense) (in hundredths) | ' | ' | ' | -1.90% | -407.50% | -43.20% |
Cancellation of debt income | ' | ' | ' | 0 | ' | ' |
Deemed aggregate losses disallowed for federal and state tax purposes | ' | ' | ' | 0 | ' | ' |
Period of cumulative loss incurred, minimum | ' | ' | ' | ' | '4 years | ' |
Period of cumulative loss incurred, maximum | ' | ' | ' | ' | '8 years | ' |
Lock back period in which no cumulative losses were reported, minimum | ' | ' | ' | ' | '4 years | ' |
Lock back period in which no cumulative losses were reported, maximum | ' | ' | ' | ' | '8 years | ' |
Effective tax rate, change in deferred tax assets, valuation allowance | 400,000 | 800,000 | 0 | ' | ' | ' |
Income taxes refunded | ' | ' | ' | 0 | 0 | -272,000 |
Operating loss carryforwards, Net of valuation allowance | ' | ' | ' | $15,200,000 | ' | ' |
Internal Revenue Service [Member] | ' | ' | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' | ' |
Operating Loss Carryforwards term, forward | ' | ' | ' | '20 years | ' | ' |
Operating loss carryforwards term, Carried back | ' | ' | ' | '2 years | ' | ' |
State [Member] | Minimum [Member] | ' | ' | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' | ' |
Operating Loss Carryforwards term, forward | ' | ' | ' | '15 years | ' | ' |
State [Member] | Maximum [Member] | ' | ' | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' | ' |
Operating Loss Carryforwards term, forward | ' | ' | ' | '20 years | ' | ' |
Income_Taxes_Income_Tax_Examin
Income Taxes, Income Tax Examination (Details) (USD $) | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2013 |
State [Member] | State [Member] | |||
Minimum [Member] | Maximum [Member] | |||
Income Tax Examination [Line Items] | ' | ' | ' | ' |
Income tax examination, Periods of examination | ' | ' | '3 years | '5 years |
Unrecognized tax benefits | $0 | $0 | ' | ' |
Related_Party_Transactions_and2
Related Party Transactions and Operating Lease Commitments (Details) (USD $) | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Oct. 31, 2012 | Oct. 31, 2013 | Aug. 28, 2013 | Dec. 28, 2011 | Oct. 31, 2011 | Dec. 28, 2011 | Oct. 31, 2012 | Sep. 14, 2012 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | Jul. 18, 2011 | Dec. 29, 2009 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | |
Limited Forbearance Agreement [Member] | Limited Forbearance Agreement [Member] | September Forbearance Agreement [Member] | September Forbearance Agreement [Member] | Chief Executive, Family and Affiliates [Member] | Chief Executive, Family and Affiliates [Member] | Chief Executive, Family and Affiliates [Member] | Chief Executive, Family and Affiliates [Member] | Chief Executive, Family and Affiliates [Member] | Affiliated Entity [Member] | Affiliated Entity [Member] | Affiliated Entity [Member] | Affiliated Entity [Member] | Champion Output Solutions [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Marshall T. Reynolds [Member] | Marshall T. Reynolds [Member] | Marshall T. Reynolds [Member] | Marshall T. Reynolds [Member] | Marshall T. Reynolds [Member] | Marshall T. Reynolds [Member] | Marshall T. Reynolds [Member] | Blue Ridge Printing Co, a wholly owned subsidiary [Member] | Champion Publishing [Member] | ||||||
Minimum [Member] | Maximum [Member] | Maximum [Member] | sqft | Limited Forbearance Agreement [Member] | Limited Forbearance Agreement [Member] | Limited Forbearance Agreement [Member] | Restated Credit Agreement [Member] | Division manager and son of director [Member] | Son of Director [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating lease term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | '15 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary of significant related party transactions [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rent expense paid to affiliated entities for operating facilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $493,000 | $517,000 | $517,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales of office products, office furniture and printing services to affiliated entities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 767,000 | 968,000 | 951,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating leases rent expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 547,000 | 470,000 | 596,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property subleases (in square feet) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Monthly operating lease sublet rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchases of vehicles | ' | ' | ' | ' | ' | ' | ' | ' | ' | 313,000 | 66,000 | 223,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future minimum rental commitments [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2013 | ' | 695,409 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | ' | 363,873 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | ' | 349,849 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2016 | ' | 289,939 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2017 | ' | 195,132 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Residual | ' | 90,087 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | ' | 1,984,289 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Self-insurance reinsurance premiums | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | 400,000 | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aircraft fuel, aircrew, ramp fees and other expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | 34,000 | 128,000 | 110,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liability of estimated costs related to outstanding claims | 900,000 | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Option to purchase lease period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Option price to purchase leased facilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | 15,000,000 | 10,000,000 | 8,000,000 | 9,700,000 | 15,000,000 | ' | 13,600,000 | ' | 13,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' |
Proceeds from loan advance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' |
Debt exchanged for equity instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' |
Accrued interest converted for equity instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 147,875 | ' | ' | ' | ' | ' |
Common shares exchanged for a subordinated unsecured promissory note (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,311,615 | ' | ' | ' | ' | ' |
Debt conversion ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.4 | ' | ' | ' | ' | ' |
Debt conversion, Discount on transaction (in hundredths) | ' | 42.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest in outstanding common stock (in hundredths) | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Third party deposit of cash collateral with administrative agent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' |
Subordinated unsecured promissory note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Wall Street Journal prime rate (in hundredths) | ' | 3.25% | ' | ' | 3.25% | ' | 3.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.25% | 3.25% | ' | ' | ' | ' | ' | ' |
Debt maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14-Sep-14 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from release of cash collateral | 2,000,000 | ' | ' | ' | ' | 2,000,000 | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross Proceeds from the sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,013,000 | 10,000,000 |
Net proceeds from the sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $942,403 | $9,700,000 |
Class B Common Stock purchase entitlement (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' |
Common Stock, Shares, Issued | ' | 11,299,528 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,299,528 | ' | ' |
Common stock, additional issuance to Warrant Holders (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,842,654 | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | Oct. 31, 2013 |
In Millions, unless otherwise specified | |
Commitments and Contingencies [Abstract] | ' |
Estimated of reasonably possible losses | $0.40 |
Acquisitions_Details
Acquisitions (Details) (USD $) | Sep. 14, 2007 | Oct. 31, 2013 | Oct. 31, 2009 |
Herald-Dispatch Daily Newspaper [Member] | Syscan Corporation [Member] | Syscan Corporation [Member] | |
Business Acquisition [Line Items] | ' | ' | ' |
Purchase price | $77,000,000 | ' | ' |
Estimated working capital payment | 837,554 | ' | ' |
Working capital base | 1,675,107 | ' | ' |
Total working capital payment | 1,600,000 | ' | ' |
Option price to purchase leased facilities | ' | ' | $1,500,000 |
Operating lease term | ' | '5 years | ' |
Option to exercise purchase before lease expiration, Period maximum | ' | '60 days | ' |
Option to exercise purchase after lease expiration, Period maximum | ' | '45 days | ' |
Industry_Segment_Information_D
Industry Segment Information (Details) (USD $) | 12 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | |
Segment | |||
Industry Segment Information [Abstract] | ' | ' | ' |
Number of operating segments | 2 | ' | ' |
Total assets held for sale/discontinued operations | $493,304 | $14,894,820 | ' |
Segment reporting information, revenue for reportable segment [Abstract] | ' | ' | ' |
Revenues from continuing operations | 79,793,685 | 97,539,962 | 98,410,800 |
Elimination of intersegment revenue | -7,470,510 | -10,389,931 | -11,801,929 |
Consolidated revenue from continuing operations | 72,323,175 | 87,150,031 | 86,608,871 |
Operating (loss) income from continuing operations | -1,274,404 | 304,640 | 2,109,412 |
Depreciation & amortization | 2,169,014 | 2,562,702 | 2,835,617 |
Capital expenditures | 544,643 | 697,196 | 1,273,610 |
Identifiable assets | 27,037,318 | 33,071,771 | 37,905,143 |
Goodwill | 1,230,485 | 3,457,322 | 3,457,322 |
Interest expense - related party | -82,378 | -57,733 | -65,316 |
Interest expense | -4,202,774 | -3,111,845 | -2,943,572 |
Gain on early extinguishment of debt from a related party | 0 | 0 | 1,337,846 |
Gain loss on debt forgiveness | 11,118,069 | 0 | 0 |
Other income (loss) | -32,207 | -13,118 | 50,410 |
Income (loss) from continuing operations before income taxes | 5,526,306 | -2,878,056 | 488,780 |
Identifiable assets [Abstract] | ' | ' | ' |
Total segment identifiable assets | 27,037,318 | 33,071,771 | 37,905,143 |
Elimination of intersegment assets | 493,304 | 14,894,820 | 44,119,139 |
Total assets | 27,530,622 | 47,966,591 | 82,024,282 |
Printing [Member] | ' | ' | ' |
Segment reporting information, revenue for reportable segment [Abstract] | ' | ' | ' |
Revenues from continuing operations | 45,460,503 | 56,933,015 | 57,312,694 |
Elimination of intersegment revenue | -2,791,035 | -4,758,471 | -5,249,556 |
Consolidated revenue from continuing operations | 42,669,468 | 52,174,544 | 52,063,138 |
Operating (loss) income from continuing operations | -2,228,855 | -1,610,691 | -288,291 |
Depreciation & amortization | 2,049,191 | 2,449,031 | 2,700,193 |
Capital expenditures | 541,855 | 646,727 | 1,196,274 |
Identifiable assets | 18,850,573 | 25,993,794 | 27,725,139 |
Goodwill | 0 | 2,226,837 | 2,226,837 |
Identifiable assets [Abstract] | ' | ' | ' |
Total segment identifiable assets | 18,850,573 | 25,993,794 | 27,725,139 |
Office Products and Furniture [Member] | ' | ' | ' |
Segment reporting information, revenue for reportable segment [Abstract] | ' | ' | ' |
Revenues from continuing operations | 34,333,182 | 40,606,947 | 41,098,106 |
Elimination of intersegment revenue | -4,679,475 | -5,631,460 | -6,552,373 |
Consolidated revenue from continuing operations | 29,653,707 | 34,975,487 | 34,545,733 |
Operating (loss) income from continuing operations | 954,451 | 1,915,331 | 2,397,703 |
Depreciation & amortization | 119,823 | 113,671 | 135,426 |
Capital expenditures | 2,788 | 50,469 | 77,336 |
Identifiable assets | 8,186,745 | 7,077,977 | 10,180,004 |
Goodwill | 1,230,485 | 1,230,485 | 1,230,485 |
Identifiable assets [Abstract] | ' | ' | ' |
Total segment identifiable assets | $8,186,745 | $7,077,977 | $10,180,004 |
Restructuring_and_Other_Charge2
Restructuring and Other Charges (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | |
Employee | ||||||
Restructuring Charges [Abstract] | ' | ' | ' | ' | ' | ' |
Restructuring charges | $0 | $0 | $322,237 | $43,848 | $48,038 | $571,746 |
Restructuring charges, cumulative total | ' | ' | ' | 2,475,957 | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' |
Beginning Balance | ' | ' | ' | 241,821 | 921,424 | ' |
Expenses | ' | ' | ' | 43,848 | 48,038 | ' |
Paid | ' | ' | ' | -285,669 | -727,641 | ' |
Reclassifications | ' | ' | ' | ' | 0 | ' |
Ending Balance | 0 | 241,821 | 921,424 | 0 | 241,821 | 921,424 |
Severance and other costs | ' | ' | ' | 55,000 | ' | ' |
Reduction in force | ' | ' | ' | ' | 24 | ' |
Asset impairment charges | ' | ' | ' | ' | 600,000 | ' |
Occupancy and Equipment Related Costs [Member] | ' | ' | ' | ' | ' | ' |
Restructuring Charges [Abstract] | ' | ' | ' | ' | ' | ' |
Restructuring charges | 0 | 0 | 322,237 | 43,848 | 0 | 445,790 |
Restructuring charges, cumulative total | ' | ' | ' | 1,662,813 | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' |
Beginning Balance | ' | ' | ' | 241,821 | 865,849 | ' |
Expenses | ' | ' | ' | 43,848 | 0 | ' |
Paid | ' | ' | ' | -285,669 | -678,765 | ' |
Reclassifications | ' | ' | ' | ' | 54,737 | ' |
Ending Balance | 0 | 241,821 | 865,849 | 0 | 241,821 | 865,849 |
Costs Incurred to Streamline Production, Personnel and Other [Member] | ' | ' | ' | ' | ' | ' |
Restructuring Charges [Abstract] | ' | ' | ' | ' | ' | ' |
Restructuring charges | 0 | 0 | 0 | 0 | 48,038 | 97,105 |
Restructuring charges, cumulative total | ' | ' | ' | 612,764 | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' |
Beginning Balance | ' | ' | ' | 0 | 55,575 | ' |
Expenses | ' | ' | ' | 0 | 48,038 | ' |
Paid | ' | ' | ' | 0 | -48,876 | ' |
Reclassifications | ' | ' | ' | ' | -54,737 | ' |
Ending Balance | 0 | 0 | 55,575 | 0 | 0 | 55,575 |
Severance and other costs | ' | ' | ' | 153,000 | ' | ' |
Inventory [Member] | ' | ' | ' | ' | ' | ' |
Restructuring Charges [Abstract] | ' | ' | ' | ' | ' | ' |
Restructuring charges | 0 | 0 | 0 | 0 | 0 | 28,851 |
Restructuring charges, cumulative total | ' | ' | ' | $200,380 | ' | ' |
Acquired_Intangible_Assets_and2
Acquired Intangible Assets and Goodwill (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2013 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortizable intangible assets, gross carrying amount | ' | $4,016,019 | $4,016,019 | ' |
Amortizable intangible assets, accumulated amortization | ' | 2,707,770 | 2,568,171 | ' |
Unamortizable intangible assets [Abstract] | ' | ' | ' | ' |
Goodwill | ' | 1,737,763 | 3,964,600 | ' |
Unamortizable intangible assets, gross carrying amount | ' | 1,737,763 | 3,964,600 | ' |
Goodwill, accumulated amortization | ' | 507,278 | 507,278 | ' |
Unamortizable intangible assets, accumulated amortization | ' | 507,278 | 507,278 | ' |
Total goodwill and other intangibles, gross carrying amount | ' | 5,753,782 | 7,980,619 | ' |
Total goodwill and other intangibles, accumulated amortization | ' | 3,215,048 | 3,075,449 | ' |
Amortization period | ' | '6 years | ' | ' |
Estimated amortization expense for future fiscal years [Abstract] | ' | ' | ' | ' |
2013 | ' | 128,306 | ' | ' |
2014 | ' | 122,098 | ' | ' |
2015 | ' | 122,098 | ' | ' |
2016 | ' | 122,098 | ' | ' |
2017 | ' | 122,098 | ' | ' |
Thereafter | ' | 691,551 | ' | ' |
Total | ' | 1,308,249 | 1,447,848 | 1,592,944 |
Amortizing Intangible Assets (net of amortization expense) [Roll Forward] | ' | ' | ' | ' |
Amortizing intangible assets (net of amortization expense), beginning of period | ' | 1,447,848 | 1,592,944 | ' |
Accumulated impairment losses, beginning of period | ' | 0 | 0 | ' |
Amortizing intangible assets (net of amortization expense and impairment losses), beginning of period | ' | 1,447,848 | 1,592,944 | ' |
Amortizing intangible assets acquired | ' | 0 | 0 | ' |
Impairment losses | ' | 0 | 0 | ' |
Amortization expense | ' | 139,599 | 145,096 | 270,000 |
Amortizing intangible assets (net of amortization expense), end of period | ' | 1,308,249 | 1,447,848 | 1,592,944 |
Accumulated impairment losses, end of period | ' | 0 | 0 | 0 |
Amortizing intangible assets (net of amortization expense and impairment losses), end of period | ' | 1,308,249 | 1,447,848 | 1,592,944 |
Impairment charges [Abstract] | ' | ' | ' | ' |
Goodwill | ' | 2,226,837 | 0 | ' |
Other intangibles | ' | 0 | 0 | ' |
Total impairment charges | 2,200,000 | ' | ' | ' |
Continuing operations member [Member] | ' | ' | ' | ' |
Amortizing Intangible Assets (net of amortization expense) [Roll Forward] | ' | ' | ' | ' |
Impairment losses | ' | 0 | 0 | 0 |
Impairment charges [Abstract] | ' | ' | ' | ' |
Goodwill | ' | 2,226,837 | 0 | 0 |
Other intangibles | ' | 0 | 0 | 0 |
Total impairment charges | ' | 2,226,837 | 0 | 0 |
Discontinuing operations member [Member] | ' | ' | ' | ' |
Amortizing Intangible Assets (net of amortization expense) [Roll Forward] | ' | ' | ' | ' |
Impairment losses | ' | 0 | 0 | 0 |
Impairment charges [Abstract] | ' | ' | ' | ' |
Goodwill | ' | 0 | 9,510,933 | 2,364,028 |
Other intangibles | ' | 0 | 0 | 0 |
Trademark & masthead | ' | 0 | 1,557,950 | 6,352,840 |
Total impairment charges | ' | 0 | 11,068,883 | 8,716,868 |
Non-compete Agreements [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortizable intangible assets, gross carrying amount | ' | 1,000,000 | 1,000,000 | ' |
Amortizable intangible assets, accumulated amortization | ' | 1,000,000 | 1,000,000 | ' |
Customer Relationships [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortizable intangible assets, gross carrying amount | ' | 2,451,073 | 2,451,073 | ' |
Amortizable intangible assets, accumulated amortization | ' | 1,149,033 | 1,026,935 | ' |
Other [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortizable intangible assets, gross carrying amount | ' | 564,946 | 564,946 | ' |
Amortizable intangible assets, accumulated amortization | ' | 558,737 | 541,236 | ' |
Printing [Member] | ' | ' | ' | ' |
Estimated amortization expense for future fiscal years [Abstract] | ' | ' | ' | ' |
Total | ' | 442,317 | 500,721 | ' |
Amortizing Intangible Assets (net of amortization expense) [Roll Forward] | ' | ' | ' | ' |
Amortizing intangible assets (net of amortization expense), beginning of period | ' | 500,721 | 564,698 | ' |
Accumulated impairment losses, beginning of period | ' | 0 | 0 | ' |
Amortizing intangible assets (net of amortization expense and impairment losses), beginning of period | ' | 500,721 | 564,698 | ' |
Amortizing intangible assets acquired | ' | 0 | 0 | ' |
Impairment losses | ' | 0 | 0 | ' |
Amortization expense | ' | 58,404 | 63,977 | ' |
Amortizing intangible assets (net of amortization expense), end of period | ' | 442,317 | 500,721 | ' |
Accumulated impairment losses, end of period | ' | 0 | 0 | ' |
Amortizing intangible assets (net of amortization expense and impairment losses), end of period | ' | 442,317 | 500,721 | ' |
Impairment charges [Abstract] | ' | ' | ' | ' |
Goodwill | ' | 2,226,837 | 0 | ' |
Other intangibles | ' | 0 | 0 | ' |
Office Products and Furniture [Member] | ' | ' | ' | ' |
Estimated amortization expense for future fiscal years [Abstract] | ' | ' | ' | ' |
Total | ' | 865,932 | 947,127 | ' |
Amortizing Intangible Assets (net of amortization expense) [Roll Forward] | ' | ' | ' | ' |
Amortizing intangible assets (net of amortization expense), beginning of period | ' | 947,127 | 1,038,246 | ' |
Accumulated impairment losses, beginning of period | ' | 0 | 0 | ' |
Amortizing intangible assets (net of amortization expense and impairment losses), beginning of period | ' | 947,127 | 1,038,246 | ' |
Amortizing intangible assets acquired | ' | 0 | 0 | ' |
Impairment losses | ' | 0 | 0 | ' |
Amortization expense | ' | 81,195 | 81,119 | ' |
Amortizing intangible assets (net of amortization expense), end of period | ' | 865,932 | 947,127 | ' |
Accumulated impairment losses, end of period | ' | 0 | 0 | ' |
Amortizing intangible assets (net of amortization expense and impairment losses), end of period | ' | 865,932 | 947,127 | ' |
Impairment charges [Abstract] | ' | ' | ' | ' |
Goodwill | ' | 0 | 0 | ' |
Other intangibles | ' | $0 | $0 | ' |
Syscan [Member] | Non-compete Agreements [Member] | ' | ' | ' | ' |
Unamortizable intangible assets [Abstract] | ' | ' | ' | ' |
Amortization period | ' | '7 years | ' | ' |
Syscan [Member] | Customer Relationships [Member] | ' | ' | ' | ' |
Unamortizable intangible assets [Abstract] | ' | ' | ' | ' |
Amortization period | ' | '20 years | ' | ' |
Acquired_Intangible_Assets_and3
Acquired Intangible Assets and Goodwill, Goodwill Rollforward (Details) (USD $) | 12 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | |
Goodwill [Roll Forward] | ' | ' |
Goodwill, gross, beginning of period | $3,457,322 | $3,457,322 |
Accumulated impairment losses, beginning of period | 0 | 0 |
Goodwill, beginning of period | 3,457,322 | 3,457,322 |
Goodwill acquired | 0 | 0 |
Impairment losses | -2,226,837 | 0 |
Goodwill, gross, end of period | 3,457,322 | 3,457,322 |
Accumulated impairment losses, end of period | -2,226,837 | 0 |
Goodwill, ending balance | 1,230,485 | 3,457,322 |
Printing [Member] | ' | ' |
Goodwill [Roll Forward] | ' | ' |
Goodwill, gross, beginning of period | 2,226,837 | 2,226,837 |
Accumulated impairment losses, beginning of period | 0 | 0 |
Goodwill, beginning of period | 2,226,837 | 2,226,837 |
Goodwill acquired | 0 | 0 |
Impairment losses | -2,226,837 | 0 |
Goodwill, gross, end of period | 2,226,837 | 2,226,837 |
Accumulated impairment losses, end of period | -2,226,837 | 0 |
Goodwill, ending balance | 0 | 2,226,837 |
Office Products and Furniture [Member] | ' | ' |
Goodwill [Roll Forward] | ' | ' |
Goodwill, gross, beginning of period | 1,230,485 | 1,230,485 |
Accumulated impairment losses, beginning of period | 0 | 0 |
Goodwill, beginning of period | 1,230,485 | 1,230,485 |
Goodwill acquired | 0 | 0 |
Impairment losses | 0 | 0 |
Goodwill, gross, end of period | 1,230,485 | 1,230,485 |
Accumulated impairment losses, end of period | 0 | 0 |
Goodwill, ending balance | $1,230,485 | $1,230,485 |
Discontinued_Operations_and_As2
Discontinued Operations and Assets Held for Sale (Details) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||
Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2013 | Oct. 31, 2012 | Jul. 31, 2012 | Apr. 30, 2012 | Jan. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | Oct. 31, 2013 | Oct. 31, 2012 | Dec. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2013 | |
Division | Printing [Member] | Printing [Member] | Printing [Member] | Herald-Dispatch [Member] | Herald-Dispatch [Member] | Herald-Dispatch [Member] | CGC [Member] | Division Held for Sale [Member] | Donihe [Member] | Donihe [Member] | Donihe and Merten [Member] | Blue Ridge [Member] | Champion Publishing [Member] | |||||||||||
Discontinued Operations and Assets Held for Sale [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of consideration hold back by the buyer | ' | ' | ' | ' | $650,000 | ' | ' | ' | ' | $650,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss (gain) on sale of assets | ' | ' | ' | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash proceeds from sale of assets | ' | ' | ' | ' | 3,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of division discontinued | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense allocated to discontinued operation | ' | ' | ' | ' | ' | ' | ' | ' | 615,000 | 837,000 | 880,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sale of subsidiary assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,100,000 | ' | ' | ' | ' | 942,000 | 9,700,000 |
Impairment of long-lived assets held for sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 337,000 | ' | ' | ' |
Goodwill impairment | ' | ' | ' | ' | ' | ' | ' | ' | 2,270,685 | 357,172 | 652,150 | ' | ' | ' | ' | ' | ' | ' | 309,000 | ' | ' | ' | ' | ' |
Sale of property and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,050,000 | ' | ' |
Sale of real estate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 175,000 | ' | ' | ' | ' |
Disposal group including discontinued operation income statement [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | 11,144,240 | 33,110,252 | 41,331,528 | 2,190,236 | 19,118,500 | 26,742,318 | 8,954,004 | 13,991,752 | 14,589,210 | ' | ' | ' | ' | ' | ' | ' |
Earnings (loss) from discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | -255,214 | -10,279,855 | -6,729,521 | -746,581 | -700,817 | 167,967 | 491,367 | -9,579,038 | -6,897,488 | ' | ' | ' | ' | ' | ' | ' |
Income tax (expense) benefit | ' | ' | ' | ' | ' | ' | ' | ' | 66,062 | 0 | 2,476,021 | 250,670 | 0 | -78,809 | -184,608 | 0 | 2,554,830 | ' | ' | ' | ' | ' | ' | ' |
Gain (loss) on sale of discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | 443,304 | 1,567,231 | 0 | -103,802 | 1,567,231 | 0 | 547,106 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' |
Income tax (expense) benefit on sale | ' | ' | ' | ' | ' | ' | ' | ' | -171,210 | 0 | 0 | 34,338 | 0 | 0 | -205,548 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' |
Net earnings (loss) from discontinued operations | 12,000 | 216,000 | -203,000 | 82,000 | -903,000 | 920,000 | -9,270,000 | 540,000 | 82,942 | -8,712,624 | -4,253,500 | -565,375 | 866,414 | 89,158 | 648,317 | -9,579,038 | -4,342,658 | ' | ' | ' | ' | ' | ' | ' |
Assets, held for sale [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Receivable | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventories | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other current assets | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, net | 369,073 | ' | ' | ' | 1,219,073 | ' | ' | ' | 369,073 | 1,219,073 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Assets | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total current assets | 369,073 | ' | ' | ' | 1,219,073 | ' | ' | ' | 369,073 | 1,219,073 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, net | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other assets | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total noncurrent assets | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total assets held for sale/discontinued operations | 369,073 | ' | ' | ' | 1,219,073 | ' | ' | ' | 369,073 | 1,219,073 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities, held for sale [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued payroll and commissions | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Taxes accrued and withheld | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued expenses | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt | 0 | ' | ' | ' | 1,219,073 | ' | ' | ' | 0 | 1,219,073 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total current liabilities | 0 | ' | ' | ' | 1,219,073 | ' | ' | ' | 0 | 1,219,073 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total noncurrent liabilities | 369,073 | ' | ' | ' | 0 | ' | ' | ' | 369,073 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total liabilities held for sale/discontinued operations | 369,073 | ' | ' | ' | 1,219,073 | ' | ' | ' | 369,073 | 1,219,073 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets, discontinued operations [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Receivable | 124,231 | ' | ' | ' | 2,454,406 | ' | ' | ' | 124,231 | 2,454,406 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventories | 0 | ' | ' | ' | 706,584 | ' | ' | ' | 0 | 706,584 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other current assets | 0 | ' | ' | ' | 109,940 | ' | ' | ' | 0 | 109,940 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, net | 0 | ' | ' | ' | 5,276,348 | ' | ' | ' | 0 | 5,276,348 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Assets | 0 | ' | ' | ' | 5,128,469 | ' | ' | ' | 0 | 5,128,469 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total current assets | 124,231 | ' | ' | ' | 13,675,747 | ' | ' | ' | 124,231 | 13,675,747 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, net | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other assets | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total noncurrent assets | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total assets held for sale/discontinued operations | 124,231 | ' | ' | ' | 13,675,747 | ' | ' | ' | 124,231 | 13,675,747 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities, discontinued operations [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable | 0 | ' | ' | ' | 836,869 | ' | ' | ' | 0 | 836,869 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue | 0 | ' | ' | ' | 663,496 | ' | ' | ' | 0 | 663,496 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued payroll and commissions | 0 | ' | ' | ' | 382,550 | ' | ' | ' | 0 | 382,550 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Taxes accrued and withheld | 315 | ' | ' | ' | 335,476 | ' | ' | ' | 315 | 335,476 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued expenses | 0 | ' | ' | ' | 76,661 | ' | ' | ' | 0 | 76,661 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt | 0 | ' | ' | ' | 11,603,132 | ' | ' | ' | 0 | 11,603,132 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total current liabilities | 315 | ' | ' | ' | 13,898,184 | ' | ' | ' | 315 | 13,898,184 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total noncurrent liabilities | 123,916 | ' | ' | ' | 0 | ' | ' | ' | 123,916 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total liabilities held for sale/discontinued operations | 124,231 | ' | ' | ' | 13,898,184 | ' | ' | ' | 124,231 | 13,898,184 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets, total [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Receivable | 124,231 | ' | ' | ' | 2,454,406 | ' | ' | ' | 124,231 | 2,454,406 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventories | 0 | ' | ' | ' | 706,584 | ' | ' | ' | 0 | 706,584 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other current assets | 0 | ' | ' | ' | 109,940 | ' | ' | ' | 0 | 109,940 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, net | 369,073 | ' | ' | ' | 6,495,421 | ' | ' | ' | 369,073 | 6,495,421 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Assets | 0 | ' | ' | ' | 5,128,469 | ' | ' | ' | 0 | 5,128,469 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total current assets | 493,304 | ' | ' | ' | 14,894,820 | ' | ' | ' | 493,304 | 14,894,820 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, net | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other assets | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total non-current assets | 0 | ' | ' | ' | 0 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total assets held for sale/discontinued operations | 493,304 | ' | ' | ' | 14,894,820 | ' | ' | ' | 493,304 | 14,894,820 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities, total [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable | 0 | ' | ' | ' | 836,869 | ' | ' | ' | 0 | 836,869 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue | 0 | ' | ' | ' | 663,496 | ' | ' | ' | 0 | 663,496 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued payroll and commissions | 0 | ' | ' | ' | 382,550 | ' | ' | ' | 0 | 382,550 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Taxes accrued and withheld | 315 | ' | ' | ' | 335,476 | ' | ' | ' | 315 | 335,476 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued expenses | 0 | ' | ' | ' | 76,661 | ' | ' | ' | 0 | 76,661 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt | 0 | ' | ' | ' | 12,822,205 | ' | ' | ' | 0 | 12,822,205 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total current liabilities | 315 | ' | ' | ' | 15,117,257 | ' | ' | ' | 315 | 15,117,257 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total non-current liabilities | 492,989 | ' | ' | ' | 0 | ' | ' | ' | 492,989 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total liabilities held for sale/discontinued operations | $493,304 | ' | ' | ' | $15,117,257 | ' | ' | ' | $493,304 | $15,117,257 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shareholders_Rights_Agreement_1
Shareholders Rights Agreement and Warrants to Purchase Shares of Class B Common Stock (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||
Oct. 31, 2013 | 31-May-13 | Mar. 31, 2013 | Apr. 30, 2012 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2012 | |
Marshall T. Reynolds [Member] | Class B Common Stock [Member] | Class B Common Stock [Member] | Class B Common Stock [Member] | |||||
CEO [Member] | ||||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants (in dollars per share) | ' | ' | ' | ' | ' | $0.00 | ' | ' |
Maximum percentage of outstanding common stock for warrants issued (in hundredths) | ' | ' | ' | ' | ' | 30.00% | ' | ' |
Expire date of warrants | 19-Oct-17 | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued (in shares) | 11,299,528 | ' | ' | ' | ' | 0 | 0 | ' |
Common stock, shares outstanding (in shares) | 11,299,528 | ' | ' | ' | ' | 0 | 0 | ' |
Issuance of an additional shares to the Warrant Holders (in shares) | ' | ' | ' | ' | ' | 4,842,654 | ' | ' |
Percentage of whole controlled of entity common stock by CEO (in hundredths) | ' | ' | ' | ' | ' | ' | ' | 53.70% |
Percentage of forgoing amount as additional payment of calling of warrants (in hundredths) | 5.00% | ' | ' | ' | ' | ' | ' | ' |
Minimum percentage of outstanding warrants to purchase option (in hundredths) | ' | ' | 50.00% | ' | ' | ' | ' | ' |
Minimum percentage of outstanding warrants to purchase right (in hundredths) | ' | 50.00% | ' | 75.00% | ' | ' | ' | ' |
Minimum percentage of securities holder invoke to file S-1 registration statement (in hundredths) | 25.00% | ' | ' | ' | ' | ' | ' | ' |
Minimum percentage of securities require to be file S-1 registration statement (in hundredths) | 40.00% | ' | ' | ' | ' | ' | ' | ' |
Minimum amounts of anticipated aggregate offering price, net of selling expenses for S-1 registration statement | $5,000,000 | ' | ' | ' | ' | ' | ' | ' |
Minimum percentage of common stock attributable to warrants invoke to file S-3 registration statement (in hundredths) | 10.00% | ' | ' | ' | ' | ' | ' | ' |
Minimum amounts of anticipated aggregate offering price, net of selling expenses for S3 registration statement | $1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Beneficial ownership percentage (in hundredths) | ' | ' | ' | ' | 53.70% | ' | ' | ' |
Percentage of outstanding common stock proposes to transfer, sell or otherwise dispose (in hundredths) | ' | ' | ' | ' | 5.00% | ' | ' | ' |
Percentage of shares held for proposed purchaser (in hundredths) | ' | ' | ' | ' | 100.00% | ' | ' | ' |
Earnings_loss_Per_Share_Detail
Earnings (loss) Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2013 | Oct. 31, 2012 | Jul. 31, 2012 | Apr. 30, 2012 | Jan. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | |
Earnings (loss) Per Share [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) from continuing operations | $11,181,000 | ($1,306,000) | ($621,000) | ($3,623,000) | ($720,000) | ($1,513,000) | ($11,746,000) | ($626,000) | $5,631,452 | ($14,605,151) | $277,457 |
Weighted average shares continuing operations (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 11,300,000 | 11,300,000 | 10,362,000 |
Continuing operations (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 | ($1.29) | $0.03 |
Net income (loss) from discontinued operations | 12,000 | 216,000 | -203,000 | 82,000 | -903,000 | 920,000 | -9,270,000 | 540,000 | 82,942 | -8,712,624 | -4,253,500 |
Weighted average shares discontinued operation (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 11,300,000 | 11,300,000 | 10,362,000 |
Discontinued operations (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ($0.77) | ($0.41) |
Net income (loss) available to common shareholders, total | 11,169,000 | -1,090,000 | -824,000 | -3,541,000 | -1,623,000 | -593,000 | -21,016,000 | -86,000 | 5,714,394 | -23,317,775 | -3,976,043 |
Basic loss per share [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) available to common shareholders | ' | ' | ' | ' | ' | ' | ' | ' | 5,714,394 | -23,317,775 | -3,976,043 |
Loss available to common shareholders, weighted average shares (in shares) | 11,300,000 | 11,300,000 | 11,300,000 | 11,300,000 | 11,300,000 | 11,300,000 | 11,300,000 | 11,300,000 | 11,300,000 | 11,300,000 | 10,362,000 |
Total earnings (loss) per common share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.51 | ($2.06) | ($0.38) |
Diluted loss per share [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) available to common shareholders and assumed conversions | ' | ' | ' | ' | ' | ' | ' | ' | $5,714,394 | ($23,317,775) | ($3,976,043) |
Loss available to common shareholders and assumed conversions, weighted average shares (in shares) | 16,124,000 | 16,112,000 | 16,105,000 | 16,114,000 | 11,300,000 | 11,300,000 | 11,300,000 | 11,300,000 | 16,114,000 | 11,300,000 | 10,362,000 |
Total operations (in dollars per share) | $0.69 | ($0.07) | ($0.05) | ($0.21) | ($0.14) | ($0.05) | ($1.86) | ($0.01) | $0.36 | ($2.06) | ($0.38) |
Quarterly_Results_of_Operation2
Quarterly Results of Operations (unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Jan. 31, 2013 | Oct. 31, 2012 | Jul. 31, 2012 | Apr. 30, 2012 | Jan. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | |
Quarterly Results of Operations (unaudited) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $17,942,000 | $17,970,000 | $18,100,000 | $18,311,000 | $20,021,000 | $22,207,000 | $23,134,000 | $21,788,000 | $72,323,175 | $87,150,031 | $86,608,871 |
Gross Profit | 5,682,000 | 4,780,000 | 5,295,000 | 5,150,000 | 6,052,000 | 5,463,000 | 6,667,000 | 6,222,000 | 20,906,650 | 24,404,108 | 24,340,658 |
Net income (loss) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
From continuing operations | 11,181,000 | -1,306,000 | -621,000 | -3,623,000 | -720,000 | -1,513,000 | -11,746,000 | -626,000 | 5,631,452 | -14,605,151 | 277,457 |
From discontinued operations | 12,000 | 216,000 | -203,000 | 82,000 | -903,000 | 920,000 | -9,270,000 | 540,000 | 82,942 | -8,712,624 | -4,253,500 |
Net income (loss) | $11,169,000 | ($1,090,000) | ($824,000) | ($3,541,000) | ($1,623,000) | ($593,000) | ($21,016,000) | ($86,000) | $5,714,394 | ($23,317,775) | ($3,976,043) |
Basic [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic income (loss) from continuing operations (in dollars per share) | $0.99 | ($0.12) | ($0.05) | ($0.32) | ($0.06) | ($0.13) | ($1.04) | ($0.06) | $0.50 | ($1.29) | $0.03 |
From discontinued operations (in dollars per share) | $0 | $0.02 | ($0.02) | $0.01 | ($0.08) | $0.08 | ($0.82) | $0.05 | $0.01 | ($0.77) | ($0.41) |
Total basic earnings (loss) per common share (in dollars per share) | $0.99 | ($0.10) | ($0.07) | ($0.31) | ($0.14) | ($0.05) | ($1.86) | ($0.01) | $0.51 | ($2.06) | ($0.38) |
Diluted [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
From continuing operations (in dollars per share) | $0.69 | ($0.08) | ($0.04) | ($0.21) | ($0.06) | ($0.13) | ($1.04) | ($0.06) | $0.35 | ($1.29) | $0.03 |
From discontinued operations (in dollars per share) | $0 | $0.01 | ($0.01) | $0.01 | ($0.08) | $0.08 | ($0.82) | $0.05 | $0.01 | ($0.77) | ($0.41) |
Total diluted earnings (loss) per common share (in dollars per share) | $0.69 | ($0.07) | ($0.05) | ($0.21) | ($0.14) | ($0.05) | ($1.86) | ($0.01) | $0.36 | ($2.06) | ($0.38) |
Weighted average shares outstanding [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in shares) | 11,300,000 | 11,300,000 | 11,300,000 | 11,300,000 | 11,300,000 | 11,300,000 | 11,300,000 | 11,300,000 | 11,300,000 | 11,300,000 | 10,362,000 |
Diluted (in shares) | 16,124,000 | 16,112,000 | 16,105,000 | 16,114,000 | 11,300,000 | 11,300,000 | 11,300,000 | 11,300,000 | 16,114,000 | 11,300,000 | 10,362,000 |
Schedule_II_Valuation_and_Qual1
Schedule II Valuation and Qualifying Accounts (Details) (Allowance for Doubtful Accounts from Continuing Operations [Member], USD $) | 12 Months Ended | |||||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | ||||
Allowance for Doubtful Accounts from Continuing Operations [Member] | ' | ' | ' | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' | |||
Balance at beginning of period | $1,012,894 | $539,113 | $897,506 | |||
Balances of acquired companies | 0 | 0 | 0 | |||
Additions charged to costs and expense | 143,689 | 646,670 | 222,044 | |||
Deductions | -183,805 | [1] | -172,889 | [1] | -580,437 | [1] |
Balance at end of period | $972,778 | $1,012,894 | $539,113 | |||
[1] | Uncollectible accounts written off, net of recoveries. |