Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended |
Jan. 31, 2014 | |
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 Common Stock, Shares Outstanding | 11,299,528 |
Document Fiscal Year Focus | '2014 |
Document Fiscal Period Focus | 'Q1 |
Document Type | '10-Q |
Amendment Flag | 'false |
Document Period End Date | 31-Jan-14 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Jan. 31, 2014 | Oct. 31, 2013 |
Current assets: | ' | ' |
Cash and cash equivalents | $203,156 | $1,428,542 |
Accounts receivable, net of allowance of $912,000 and $973,000 | 9,117,028 | 9,612,826 |
Inventories | 4,700,911 | 4,884,579 |
Other current assets | 264,575 | 423,441 |
Current portion assets held for sale/discontinued operations (see Note 11) | 461,443 | 493,304 |
Total current assets | 14,747,113 | 16,842,692 |
Property and equipment, at cost: | ' | ' |
Land | 1,254,195 | 1,254,195 |
Buildings and improvements | 4,988,229 | 4,988,229 |
Machinery and equipment | 34,350,719 | 34,334,909 |
Equipment under capital lease | 72,528 | 72,528 |
Furniture and fixtures | 3,660,008 | 3,654,353 |
Vehicles | 2,439,491 | 2,526,038 |
Property and equipment, gross | 46,765,170 | 46,830,252 |
Less accumulated depreciation | -39,284,297 | -38,961,412 |
Property and equipment, net | 7,480,873 | 7,868,840 |
Goodwill | 1,230,485 | 1,230,485 |
Deferred financing costs | 179,607 | 218,824 |
Other intangibles, net of accumulated amortization | 1,273,350 | 1,308,249 |
Other assets | 60,240 | 61,532 |
Total noncurrent assets | 2,743,682 | 2,819,090 |
Total assets | 24,971,668 | 27,530,622 |
Current liabilities: | ' | ' |
Accounts payable | 5,461,452 | 6,925,532 |
Accrued payroll and commissions | 442,059 | 767,638 |
Taxes accrued and withheld | 771,826 | 745,658 |
Accrued expenses | 1,675,125 | 1,785,035 |
Current portion liabilities held for sale/discontinued operations (see Note 5 and Note 11) | 0 | 315 |
Notes payable (see Note 5) | 915,097 | 902,565 |
Capital lease obligations (see Note 5) | 14,025 | 13,817 |
Total current liabilities | 9,279,584 | 11,140,560 |
Long-term debt, net of current portion: | ' | ' |
Notes payable (see Note 5) | 9,376,658 | 9,494,727 |
Notes payable - related party (see Note 5) | 2,500,000 | 2,500,000 |
Debt discount (see Note 5) | -391,832 | -477,387 |
Capital lease obligations (see Note 5) | 38,978 | 42,563 |
Long-term portion of liability held for sale / discontinued operations (see Note 5 and Note 11) | 461,443 | 492,989 |
Other liabilities | 0 | 150 |
Total liabilities | 21,264,831 | 23,193,602 |
Shareholders' equity: | ' | ' |
Additional paid-in capital | 24,279,179 | 24,279,179 |
Retained deficit | -31,871,870 | -31,241,687 |
Total shareholders' equity | 3,706,837 | 4,337,020 |
Total liabilities and shareholders' equity | 24,971,668 | 27,530,622 |
Class A voting shares [Member] | ' | ' |
Shareholders' equity: | ' | ' |
Common Stock | 11,299,528 | 11,299,528 |
Class B nonvoting stock [Member] | ' | ' |
Shareholders' equity: | ' | ' |
Common Stock | $0 | $0 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Jan. 31, 2014 | Oct. 31, 2013 |
Current assets: | ' | ' |
Accounts receivable, allowance | $912,000 | $973,000 |
Shareholders' equity: | ' | ' |
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 (Unaudited) (USD $) | 3 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2013 | |
Revenues: | ' | ' |
Printing | $9,358,608 | $11,101,480 |
Office products and office furniture | 6,064,090 | 7,209,019 |
Total revenues | 15,422,698 | 18,310,499 |
Cost of sales: | ' | ' |
Printing | 7,226,610 | 8,240,566 |
Office products and office furniture | 4,435,766 | 4,943,946 |
Total cost of sales | 11,662,376 | 13,184,512 |
Gross profit | 3,760,322 | 5,125,987 |
Selling, general and administrative expenses | 4,120,474 | 5,142,321 |
Goodwill impairment | 0 | 2,226,837 |
(Loss) from operations | -360,152 | -2,243,171 |
Other income (expense): | ' | ' |
Interest expense - related party | -20,764 | -20,764 |
Interest expense | -263,761 | -1,315,066 |
Other | 14,494 | 9,623 |
Total other income (expenses) | -270,031 | -1,326,207 |
(Loss) from continuing operations before income taxes | -630,183 | -3,569,378 |
Income tax benefit | 0 | 23,523 |
Net (loss) from continuing operations | -630,183 | -3,545,855 |
Income from discontinued operations | 0 | 3,978 |
Net (loss) | ($630,183) | ($3,541,877) |
(Loss) per share: | ' | ' |
Basic and diluted (loss) from continuing operations (in dollars per share) | ($0.06) | ($0.31) |
Basic and diluted (loss) from discontinued operations (in dollars per share) | $0 | $0 |
Total (loss) per common share (in dollars per share) | ($0.06) | ($0.31) |
Weighted average shares outstanding: | ' | ' |
Basic and diluted (in shares) | 11,300,000 | 11,300,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2013 | |
Cash flows from operating activities: | ' | ' |
Net (loss) | ($630,183) | ($3,541,877) |
Net (loss) income from discontinued operations | 0 | 3,978 |
Net (loss) from continuing operations | -630,183 | -3,545,855 |
Adjustments to reconcile net (loss) from continuing operations to cash (used in) provided by operating activities: | ' | ' |
Depreciation and amortization | 521,072 | 547,212 |
(Gain) on sale of assets | -14,124 | -9,250 |
Allowance for doubtful accounts | 20,808 | -29,464 |
Deferred financing costs / debt discount | 124,770 | 614,226 |
Accrued deferred fee | 0 | 260,700 |
Goodwill impairment | 0 | 2,226,837 |
Changes in assets and liabilities: | ' | ' |
Accounts receivable | 474,990 | 1,425,104 |
Inventories | 183,668 | 244,606 |
Other current assets | 158,866 | 191,643 |
Accounts payable | -1,464,080 | 1,425,759 |
Accrued payroll and commissions | -325,579 | -229,617 |
Taxes accrued and withheld | 26,168 | 71,111 |
Accrued expenses | -109,910 | -326,356 |
Other liabilities | -150 | -450 |
Net cash (used in) provided by operating activities continuing operations | -1,033,684 | 2,866,206 |
Net cash provided by operating activities discontinued operations | 31,546 | 135,119 |
Net cash provided by operating activities | -1,002,138 | 3,001,325 |
Cash flows from investing activities: | ' | ' |
Purchase of property and equipment | -129,634 | -73,600 |
Proceeds from sale of fixed assets | 45,552 | 9,250 |
Proceeds from assets held for sale | 0 | 816,667 |
Change in other assets | 1,293 | -538 |
Net cash (used in) provided by investing activities continuing operations | -82,789 | 751,779 |
Net cash provided by investing activities discontinued operations | 0 | 408,333 |
Net cash provided by (used in) investing activities | -82,789 | 1,160,112 |
Cash flows from financing activities: | ' | ' |
Proceeds from term debt | 108,623 | 0 |
Principal payments on term debt | -249,082 | -1,832,508 |
Net cash used in financing activities continuing operations | -140,459 | -1,832,508 |
Net cash used in financing activities discontinued operations | 0 | -408,333 |
Net cash used in financing activities | -140,459 | -2,240,841 |
Net (decrease) increase in cash and cash equivalents | -1,225,386 | 1,920,596 |
Cash and cash equivalents at beginning of period | 1,428,542 | 1,844,797 |
Cash and cash equivalents at end of period | $203,156 | $3,765,393 |
Basis_of_Presentation_Business
Basis of Presentation, Business Operations and Recent Accounting Pronouncements | 3 Months Ended |
Jan. 31, 2014 | |
Basis of Presentation, Business Operations and Recent Accounting Pronouncements [Abstract] | ' |
Basis of Presentation, Business Operations and Recent Accounting Pronouncements | ' |
1. Basis of Presentation, Business Operations and Recent Accounting Pronouncements | |
The foregoing financial information has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and rules and regulations of the Securities and Exchange Commission for interim financial reporting. The preparation of the financial statements in accordance with GAAP requires 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. In the opinion of management, the financial information reflects all adjustments (consisting of items of a normal recurring nature) necessary for a fair presentation of financial position, results of operations and cash flows in conformity with GAAP. These interim financial statements should be read in conjunction with the consolidated financial statements for the year ended October 31, 2013, and related notes thereto contained in Champion Industries, Inc.’s Form 10-K filed January 29, 2014. The accompanying interim financial information is unaudited. The results of operations for the period are not necessarily indicative of the results to be expected for the full year. The balance sheet information as of October 31, 2013 was derived from our audited financial statements. | |
Reclassifications and Revisions: Certain prior-year amounts have been reclassified to conform to the current year financial statement presentation. The Company's operations comprising its former 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 11). | |
Newly Issued Accounting Standards | |
Effective July 1, 2009, changes to the ASC are communicated through an ASU. As of January 31, 2014, the FASB has issued ASU’s 2009-01 through 2014-05. 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. |
Earnings_per_Share
Earnings per Share | 3 Months Ended |
Jan. 31, 2014 | |
Earnings per Share [Abstract] | ' |
Earnings per Share | ' |
2. 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 for the three months ended January 31, 2014 and 2013. |
Accounts_Receivable_Allowance_
Accounts Receivable, Allowance for Doubtful Accounts and Revenue Recognition | 3 Months Ended |
Jan. 31, 2014 | |
Accounts Receivable, Allowance for Doubtful Accounts and Revenue Recognition [Abstract] | ' |
Accounts Receivable, Allowance for Doubtful Accounts and Revenue Recognition | ' |
3. Accounts Receivable, Allowance for Doubtful Accounts and Revenue Recognition | |
Accounts Receivable: Accounts receivable are stated at the amount billed to customers. 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 and performs a comprehensive assessment periodically utilizing a variety of historical information and specific account review. The allowance for doubtful accounts is assessed 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. | |
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. |
Inventories
Inventories | 3 Months Ended | ||||||||
Jan. 31, 2014 | |||||||||
Inventories [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
4. 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. The Company utilizes an estimated gross profit method for determining cost of sales in interim periods at certain divisions. | |||||||||
Inventories consisted of the following: | |||||||||
January 31, | October 31, | ||||||||
2014 | 2013 | ||||||||
Printing: | |||||||||
Raw materials | $ | 1,330,826 | $ | 1,375,675 | |||||
Work in process | 719,187 | 756,861 | |||||||
Finished goods | 1,247,800 | 1,218,233 | |||||||
Office products and office furniture | 1,403,098 | 1,533,810 | |||||||
$ | 4,700,911 | $ | 4,884,579 |
LongTerm_Debt
Long-Term Debt | 3 Months Ended | ||||||||
Jan. 31, 2014 | |||||||||
Long-Term Debt [Abstract] | ' | ||||||||
Long-Term Debt | ' | ||||||||
5. Long-Term Debt | |||||||||
Long-term debt consisted of the following: | |||||||||
January 31, | October 31, | ||||||||
2014 | 2013 | ||||||||
Term Note A dated October 7, 2013, due in monthly installments of $50,000 plus interest payments equal to | $ | 10,300,000 | $ | 10,450,000 | |||||
the 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 | 453,198 | 440,281 | |||||||
the bank’s prime rate or the prime rate subject to various floors maturing in various periods ranging from | |||||||||
December 2013-January 2016, collateralized by equipment and vehicles. | |||||||||
Notes payable to shareholders. The shareholder note of $2.5 million plus all accrued interest was initially due | 2,500,000 | 2,500,000 | |||||||
in one balloon payment in September 2014 pursuant to Term Note A maturity adjusted to April 2015. | |||||||||
Interest is equal to the prime rate. | |||||||||
Capital lease obligation for printing equipment at an imputed interest rate of 6.02% per annum | 53,003 | 56,380 | |||||||
Unamortized debt discount | (391,832 | ) | (477,387 | ) | |||||
12,914,369 | 12,969,274 | ||||||||
Less current portion long-term debt | 915,097 | 902,565 | |||||||
Less current portion obligation under capital lease | 14,025 | 13,817 | |||||||
Long-term debt, net of current portion and capital lease obligation | $ | 11,985,247 | $ | 12,052,892 | |||||
Continuing operations: | |||||||||
Long-term debt, net of current portion | $ | 9,376,658 | $ | 9,494,727 | |||||
Long-term capital lease obligation | 38,978 | 42,563 | |||||||
Current portion of long-term debt | 915,097 | 902,565 | |||||||
Long-term notes payable to related party | 2,500,000 | 2,500,000 | |||||||
Current portion of capital lease obligation | 14,025 | 13,817 | |||||||
Debt discount | (391,832 | ) | (477,387 | ) | |||||
Total debt from continuing operations | 12,452,926 | 12,476,285 | |||||||
Liabilities held for sale/discontinued operations - debt (see Note 11) | 461,443 | 492,989 | |||||||
Total indebtedness | $ | 12,914,369 | $ | 12,969,274 | |||||
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 February 1, 2014: | |||||||||
2014 | $ | 929,122 | |||||||
2015 | 11,961,159 | ||||||||
2016 | 15,809 | ||||||||
2017 | 8,279 | ||||||||
2018 | - | ||||||||
$ | 12,914,369 | ||||||||
Debt 2014: | |||||||||
The Company is currently operating under the provisions of the Third Amended and Restated Credit Agreement (the “October 2013 Credit Agreement”) as further discussed herein. | |||||||||
Debt 2013: | |||||||||
Effective October 7, 2013 the Company began operating under a 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 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. | |||||||||
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 January 31, 2014 and 2013 while the LIBOR rate approximated 0.25% at January 31, 2013. The Company had accrued interest of approximately $161,000 and $142,000 at January 31, 2014 and October 31, 2013 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 2014 and 2013, $125,000 and $614,000 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 amortized 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 is amortizing under the interest method the costs and maturity prepayment premium associated with the October 2013 Credit Agreement. Interest paid from total operations during the three months ended January 31, 2014 and 2013 approximated $138,000 and $666,000. |
Income_taxes
Income taxes | 3 Months Ended |
Jan. 31, 2014 | |
Income taxes [Abstract] | ' |
Income taxes | ' |
6. Income taxes | |
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 had determined that a full valuation allowance was warranted at October 31, 2013. The Company reassessed it's previous determination regarding its valuation allowance and determined that a full valuation allowance was warranted at January 31, 2014. 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 2014 was 0.0% compared to a tax benefit of 0.7% for 2013. 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 interim implications of intra-period tax allocations for discontinued operations when there is a loss from continuing operations to maintain financial statement neutrality and to recognize the tax components between continuing operations and discontinued operations on a discrete basis. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||||||||||||||||||||
Jan. 31, 2014 | |||||||||||||||||||||||
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 January 31, 2014 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 range of estimates discussed above and may be material to the Company’s Consolidated Financial Statements in a particular period. | |||||||||||||||||||||||
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 warrants expire after October 19, 2017. | |||||||||||||||||||||||
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 Previous Secured Lenders, as Warrant Holders were subject to the ownership limitations of the Bank Holding Company Act of 1956, as amended and regulations promulgated thereunder (the "Bank Holding Company Act") which placed limitations on their ability to control other companies. The Previous Secured Lenders/Warrant Holders requested, and the Company agreed to create a non-voting class of Common Stock, to be designated as "Class B Common Stock". The Warrants constitute the right to purchase Class B Common Stock. The warrants are exercisable solely for shares of Class B Common Stock. However, because any Class B Common Stock issuable pursuant to the Warrants may be sold by the Warrant Holders to entities not subject to the Bank Holding Company Act, or because one or more Warrant Holders may be permitted to own a limited number of voting shares of Company Class A Common Stock, the articles of amendment provide that those shares of Class B Common Stock are convertible into shares of Class A Common Stock, and vice versa, without charge. Marshall T. Reynolds, as the current Warrant Holder is entitled to convert Class B Common Shares into shares of Class A Common Stock. | |||||||||||||||||||||||
As of January 31, 2014 the Company had contractual obligations in the form of leases and debt as follows: | |||||||||||||||||||||||
Payments Due by Fiscal Year | |||||||||||||||||||||||
Contractual Obligations | 2014 | 2015 | 2016 | 2017 | 2018 | Residual | Total | ||||||||||||||||
Non-cancelable operating leases | $ | 528,744 | $ | 363,596 | $ | 349,849 | $ | 289,939 | $ | 195,132 | $ | 90,088 | $ | 1,817,348 | |||||||||
Term debt | 874,296 | 9,875,636 | 3,266 | - | - | - | 10,753,198 | ||||||||||||||||
Obligations under capital lease | 10,440 | 14,670 | 15,574 | 12,319 | - | - | 53,003 | ||||||||||||||||
Debt discount | - | (391,832 | ) | - | - | - | - | (391,832 | ) | ||||||||||||||
Notes payable - related party | - | 2,500,000 | - | - | - | - | 2,500,000 | ||||||||||||||||
$ | 1,413,480 | $ | 12,362,070 | $ | 368,689 | $ | 302,258 | $ | 195,132 | $ | 90,088 | $ | 14,731,717 |
Industry_Segment_Information
Industry Segment Information | 3 Months Ended | ||||||||||
Jan. 31, 2014 | |||||||||||
Industry Segment Information [Abstract] | ' | ||||||||||
Industry Segment Information | ' | ||||||||||
8. 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. | |||||||||||
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 $13,010,266 at January 31, 2013 and $461,443 at January 31, 2014. 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 January 31, 2014 and January 31, 2013 are $24,971,668 and $43,815,842. The identifiable assets reported below represent $24,510,225 and $30,805,576. | |||||||||||
The table below presents information about reported segments for the three months ended January 31: | |||||||||||
2014 Quarter 1 | Printing | Office Products & Furniture | Total | ||||||||
Revenues from continuing operations | $ | 9,847,054 | $ | 6,890,038 | $ | 16,737,092 | |||||
Elimination of intersegment revenue | (488,446 | ) | (825,948 | ) | (1,314,394 | ) | |||||
Consolidated revenues from continuing operations | $ | 9,358,608 | $ | 6,064,090 | $ | 15,422,698 | |||||
Operating (loss) from continuing operations | (287,061 | ) | (73,091 | ) | (360,152 | ) | |||||
Depreciation & amortization | 494,712 | 26,360 | 521,072 | ||||||||
Capital expenditures | 123,979 | 5,655 | 129,634 | ||||||||
Identifiable assets | 17,151,052 | 7,359,173 | 24,510,225 | ||||||||
Goodwill | - | 1,230,485 | 1,230,485 | ||||||||
2013 Quarter 1 | Printing | Office Products & Furniture | Total | ||||||||
Revenues from continuing operations | $ | 11,989,511 | $ | 8,448,257 | $ | 20,437,768 | |||||
Elimination of intersegment revenue | (888,031 | ) | (1,239,238 | ) | (2,127,269 | ) | |||||
Consolidated revenues from continuing operations | $ | 11,101,480 | $ | 7,209,019 | $ | 18,310,499 | |||||
Operating (loss) income from continuing operations | (2,454,091 | ) | 210,920 | (2,243,171 | ) | ||||||
Depreciation & amortization | 513,362 | 33,851 | 547,212 | ||||||||
Capital expenditures | 72,117 | 1,483 | 73,600 | ||||||||
Identifiable assets | 22,849,996 | 7,955,580 | 30,805,576 | ||||||||
Goodwill | - | 1,230,485 | 1,230,485 | ||||||||
A reconciliation of total segment revenue, assets and operating (loss) to consolidated (loss) before income taxes for the three months ended January 31, 2014 and 2013 is as follows: | |||||||||||
Three months ended January 31, | |||||||||||
2014 | 2013 | ||||||||||
Revenues: | |||||||||||
Total segment revenues from continuing operations | $ | 16,737,092 | $ | 20,437,768 | |||||||
Elimination of intersegment revenue | (1,314,394 | ) | (2,127,269 | ) | |||||||
Consolidated revenue from continuing operations | $ | 15,422,698 | $ | 18,310,499 | |||||||
Operating (loss) from continuing operations: | |||||||||||
Total segment operating (loss) from continuing operations | $ | (360,152 | ) | $ | (2,243,171 | ) | |||||
Interest expense - related party | (20,764 | ) | (20,764 | ) | |||||||
Interest expense | (263,761 | ) | (1,315,066 | ) | |||||||
Other income | 14,494 | 9,623 | |||||||||
Consolidated (loss) before income taxes from continuing operations | $ | (630,183 | ) | $ | (3,569,378 | ) | |||||
Identifiable assets: | |||||||||||
Total segment identifiable assets | $ | 24,510,225 | $ | 30,805,576 | |||||||
Elimination of intersegment assets and assets held for sale/discontinued operations | 461,443 | 13,010,266 | |||||||||
Total consolidated assets | $ | 24,971,668 | $ | 43,815,842 |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended |
Jan. 31, 2014 | |
Fair Value Measurements [Abstract] | ' |
Fair Value Measurements | ' |
9. 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. | |
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 private lender 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 discussed herein had a carrying value of approximately $0.5 million and the Company believes carrying value approximates fair value for this debt based on recent market conditions, collateral support, recent borrowings and other factors. | |
Cash consists principally of cash on deposit with banks. 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. Goodwill is also subject to an annual impairment test. (see Note 10) |
Acquired_Intangible_Assets_and
Acquired Intangible Assets and Goodwill | 3 Months Ended | ||||||||||||||||
Jan. 31, 2014 | |||||||||||||||||
Acquired Intangible Assets and Goodwill [Abstract] | ' | ||||||||||||||||
Acquired Intangible Assets and Goodwill | ' | ||||||||||||||||
10. Acquired Intangible Assets and Goodwill | |||||||||||||||||
31-Jan-14 | 31-Oct-13 | ||||||||||||||||
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 | 1,179,557 | 2,451,073 | 1,149,033 | |||||||||||||
Other | 564,946 | 563,112 | 564,946 | 558,737 | |||||||||||||
4,016,019 | 2,742,669 | 4,016,019 | 2,707,770 | ||||||||||||||
Unamortizable intangible assets: | |||||||||||||||||
Goodwill | 1,737,763 | 507,278 | 1,737,763 | 507,278 | |||||||||||||
1,737,763 | 507,278 | 1,737,763 | 507,278 | ||||||||||||||
Total goodwill and other intangibles | $ | 5,753,782 | $ | 3,249,947 | $ | 5,753,782 | $ | 3,215,048 | |||||||||
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 three months ended January 31, 2014 and 2013 was $35,000 and $35,000 respectively. Customer relationships are being amortized over a period of 20 years, 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 | $ | 93,407 | |||||||||||||||
2015 | 122,098 | ||||||||||||||||
2016 | 122,098 | ||||||||||||||||
2017 | 122,098 | ||||||||||||||||
2018 | 122,098 | ||||||||||||||||
Thereafter | 691,551 | ||||||||||||||||
$ | 1,273,350 | ||||||||||||||||
The changes in the carrying amount of goodwill and other amortizing intangibles for the three months ended January 31, 2014 were: | |||||||||||||||||
Goodwill: | |||||||||||||||||
Printing | Office Products and Furniture | Total | |||||||||||||||
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 | |||||||||||||||
Goodwill acquired three months ended January 31, 2014 | - | - | - | ||||||||||||||
Impairment losses three months ended January 31, 2014 | |||||||||||||||||
Balance at January 31, 2014 | |||||||||||||||||
Goodwill | 2,226,837 | 1,230,485 | 3,457,322 | ||||||||||||||
Accumulated impairment losses | (2,226,837 | ) | - | (2,226,837 | ) | ||||||||||||
$ | - | $ | 1,230,485 | $ | 1,230,485 | ||||||||||||
Amortizing Intangible Assets (net of amortization expense): | |||||||||||||||||
Printing | Office Products and Furniture | Total | |||||||||||||||
Balance at October 31, 2013 | |||||||||||||||||
Amortizing intangible assets | $ | 442,317 | $ | 865,932 | $ | 1,308,249 | |||||||||||
Accumulated impairment losses | - | - | - | ||||||||||||||
442,317 | 865,932 | 1,308,249 | |||||||||||||||
Amortizing intangible assets acquired three months ended January 31, 2014 | - | - | - | ||||||||||||||
Impairment losses three months ended January 31, 2014 | - | - | - | ||||||||||||||
Amortization expense | 14,525 | 20,374 | 34,899 | ||||||||||||||
Balance at January 31, 2014 | |||||||||||||||||
Amortizing intangible assets | 427,792 | 845,558 | 1,273,350 | ||||||||||||||
Accumulated impairment losses | - | - | - | ||||||||||||||
$ | 427,792 | $ | 845,558 | $ | 1,273,350 | ||||||||||||
A summary of impairment charges from continuing operations is included in the table below: | |||||||||||||||||
Three Months Ended January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Goodwill | $ | - | $ | 2,226,837 | |||||||||||||
Other intangibles | - | - | |||||||||||||||
$ | - | $ | 2,226,837 |
Discontinued_Operations_and_As
Discontinued Operations and Assets Held for Sale | 3 Months Ended | |||||||||||||
Jan. 31, 2014 | ||||||||||||||
Discontinued Operations and Assets Held for Sale [Abstract] | ' | |||||||||||||
Discontinued Operations and Assets Held for Sale | ' | |||||||||||||
11. Discontinued Operations and Assets Held for Sale | ||||||||||||||
As part of the Company’s revised restructuring plan submitted to the Company’s secured lenders in July 2012 the Company determined that a 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 January 31, 2014 and October 31, 2013. In accordance with the applicable accounting guidance for the disposal of long-lived assets, the results of Donihe 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 currently retains 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). | ||||||||||||||
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 former 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 two 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 three months ended January 31, 2013, was approximately $0.2 million. | ||||||||||||||
Three Months Ended January 31, | ||||||||||||||
2013 | ||||||||||||||
Printing | Herald-Dispatch | Total | ||||||||||||
Net sales | $ | 1,282,794 | $ | 3,552,242 | $ | 4,835,036 | ||||||||
Income (loss) from discontinued operations | (351,217 | ) | 378,718 | 27,501 | ||||||||||
Income tax benefit (expense) | 118,761 | (142,284 | ) | (23,523 | ) | |||||||||
Gain on sale of discontinued | - | - | - | |||||||||||
operations | ||||||||||||||
Income tax (expense) on sale | - | - | - | |||||||||||
Net earnings (loss) from | (232,456 | ) | 236,434 | 3,978 | ||||||||||
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 5 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-Jan-14 | 31-Oct-13 | |||||||||||||
Assets: | ||||||||||||||
Accounts Receivable | $ | - | $ | 92,370 | $ | 92,370 | $ | - | $ | 124,231 | $ | 124,231 | ||
Inventories | - | - | - | - | - | - | ||||||||
Other current assets | - | - | - | - | - | - | ||||||||
Property and equipment, net | 369,073 | - | 369,073 | 369,073 | - | 369,073 | ||||||||
Other assets | - | - | - | - | - | - | ||||||||
Total current assets | 369,073 | 92,370 | 461,443 | 369,073 | 124,231 | 493,304 | ||||||||
Property and equipment, net | - | - | - | - | - | - | ||||||||
Other assets | - | - | - | - | - | - | ||||||||
Total noncurrent assets | - | - | - | - | - | - | ||||||||
Total assets held for sale/discontinued operations | $ | 369,073 | $ | 92,370 | $ | 461,443 | $ | 369,073 | $ | 124,231 | $ | 493,304 | ||
Liabilities: | ||||||||||||||
Accounts payable | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||
Deferred revenue | - | - | - | - | - | - | ||||||||
Accrued payroll and commissions | - | - | - | - | - | - | ||||||||
Taxes accrued and withheld | - | - | - | - | 315 | 315 | ||||||||
Accrued expenses | - | - | - | - | - | - | ||||||||
Debt (see Note 5) | - | - | - | - | - | - | ||||||||
Total current liabilities | - | - | - | - | 315 | 315 | ||||||||
Total noncurrent liabilities - debt | 369,073 | 92,370 | 461,443 | 369,073 | 123,916 | 492,989 | ||||||||
Total liabilities held for sale/discontinued operations | $ | 369,073 | $ | 92,370 | $ | 461,443 | $ | 369,073 | $ | 124,231 | $ | 493,304 |
Basis_of_Presentation_Business1
Basis of Presentation, Business Operations and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Jan. 31, 2014 | |
Basis of Presentation, Business Operations and Recent Accounting Pronouncements [Abstract] | ' |
Basis of Presentation | ' |
The foregoing financial information has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and rules and regulations of the Securities and Exchange Commission for interim financial reporting. The preparation of the financial statements in accordance with GAAP requires 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. In the opinion of management, the financial information reflects all adjustments (consisting of items of a normal recurring nature) necessary for a fair presentation of financial position, results of operations and cash flows in conformity with GAAP. These interim financial statements should be read in conjunction with the consolidated financial statements for the year ended October 31, 2013, and related notes thereto contained in Champion Industries, Inc.’s Form 10-K filed January 29, 2014. The accompanying interim financial information is unaudited. The results of operations for the period are not necessarily indicative of the results to be expected for the full year. The balance sheet information as of October 31, 2013 was derived from our audited financial statements. | |
Reclassifications and revisions | ' |
Reclassifications and Revisions: Certain prior-year amounts have been reclassified to conform to the current year financial statement presentation. The Company's operations comprising its former 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 11). | |
Newly Issued Accounting Standards | ' |
Newly Issued Accounting Standards | |
Effective July 1, 2009, changes to the ASC are communicated through an ASU. As of January 31, 2014, the FASB has issued ASU’s 2009-01 through 2014-05. 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. |
Inventories_Tables
Inventories (Tables) | 3 Months Ended | ||||||||
Jan. 31, 2014 | |||||||||
Inventories [Abstract] | ' | ||||||||
Schedule of inventories | ' | ||||||||
Inventories consisted of the following: | |||||||||
January 31, | October 31, | ||||||||
2014 | 2013 | ||||||||
Printing: | |||||||||
Raw materials | $ | 1,330,826 | $ | 1,375,675 | |||||
Work in process | 719,187 | 756,861 | |||||||
Finished goods | 1,247,800 | 1,218,233 | |||||||
Office products and office furniture | 1,403,098 | 1,533,810 | |||||||
$ | 4,700,911 | $ | 4,884,579 |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | ||||||||
Jan. 31, 2014 | |||||||||
Long-Term Debt [Abstract] | ' | ||||||||
Schedule of long-term debt | ' | ||||||||
Long-term debt consisted of the following: | |||||||||
January 31, | October 31, | ||||||||
2014 | 2013 | ||||||||
Term Note A dated October 7, 2013, due in monthly installments of $50,000 plus interest payments equal to | $ | 10,300,000 | $ | 10,450,000 | |||||
the 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 | 453,198 | 440,281 | |||||||
the bank’s prime rate or the prime rate subject to various floors maturing in various periods ranging from | |||||||||
December 2013-January 2016, collateralized by equipment and vehicles. | |||||||||
Notes payable to shareholders. The shareholder note of $2.5 million plus all accrued interest was initially due | 2,500,000 | 2,500,000 | |||||||
in one balloon payment in September 2014 pursuant to Term Note A maturity adjusted to April 2015. | |||||||||
Interest is equal to the prime rate. | |||||||||
Capital lease obligation for printing equipment at an imputed interest rate of 6.02% per annum | 53,003 | 56,380 | |||||||
Unamortized debt discount | (391,832 | ) | (477,387 | ) | |||||
12,914,369 | 12,969,274 | ||||||||
Less current portion long-term debt | 915,097 | 902,565 | |||||||
Less current portion obligation under capital lease | 14,025 | 13,817 | |||||||
Long-term debt, net of current portion and capital lease obligation | $ | 11,985,247 | $ | 12,052,892 | |||||
Continuing operations: | |||||||||
Long-term debt, net of current portion | $ | 9,376,658 | $ | 9,494,727 | |||||
Long-term capital lease obligation | 38,978 | 42,563 | |||||||
Current portion of long-term debt | 915,097 | 902,565 | |||||||
Long-term notes payable to related party | 2,500,000 | 2,500,000 | |||||||
Current portion of capital lease obligation | 14,025 | 13,817 | |||||||
Debt discount | (391,832 | ) | (477,387 | ) | |||||
Total debt from continuing operations | 12,452,926 | 12,476,285 | |||||||
Liabilities held for sale/discontinued operations - debt (see Note 11) | 461,443 | 492,989 | |||||||
Total indebtedness | $ | 12,914,369 | $ | 12,969,274 | |||||
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 February 1, 2014: | |||||||||
2014 | $ | 929,122 | |||||||
2015 | 11,961,159 | ||||||||
2016 | 15,809 | ||||||||
2017 | 8,279 | ||||||||
2018 | - | ||||||||
$ | 12,914,369 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||||||||||||||||||||
Jan. 31, 2014 | |||||||||||||||||||||||
Commitments and Contingencies [Abstract] | ' | ||||||||||||||||||||||
Contractual obligations of leases and debt | ' | ||||||||||||||||||||||
As of January 31, 2014 the Company had contractual obligations in the form of leases and debt as follows: | |||||||||||||||||||||||
Payments Due by Fiscal Year | |||||||||||||||||||||||
Contractual Obligations | 2014 | 2015 | 2016 | 2017 | 2018 | Residual | Total | ||||||||||||||||
Non-cancelable operating leases | $ | 528,744 | $ | 363,596 | $ | 349,849 | $ | 289,939 | $ | 195,132 | $ | 90,088 | $ | 1,817,348 | |||||||||
Term debt | 874,296 | 9,875,636 | 3,266 | - | - | - | 10,753,198 | ||||||||||||||||
Obligations under capital lease | 10,440 | 14,670 | 15,574 | 12,319 | - | - | 53,003 | ||||||||||||||||
Debt discount | - | (391,832 | ) | - | - | - | - | (391,832 | ) | ||||||||||||||
Notes payable - related party | - | 2,500,000 | - | - | - | - | 2,500,000 | ||||||||||||||||
$ | 1,413,480 | $ | 12,362,070 | $ | 368,689 | $ | 302,258 | $ | 195,132 | $ | 90,088 | $ | 14,731,717 |
Industry_Segment_Information_T
Industry Segment Information (Tables) | 3 Months Ended | ||||||||||
Jan. 31, 2014 | |||||||||||
Industry Segment Information [Abstract] | ' | ||||||||||
Schedule of segment reporting information, by segment | ' | ||||||||||
The table below presents information about reported segments for the three months ended January 31: | |||||||||||
2014 Quarter 1 | Printing | Office Products & Furniture | Total | ||||||||
Revenues from continuing operations | $ | 9,847,054 | $ | 6,890,038 | $ | 16,737,092 | |||||
Elimination of intersegment revenue | (488,446 | ) | (825,948 | ) | (1,314,394 | ) | |||||
Consolidated revenues from continuing operations | $ | 9,358,608 | $ | 6,064,090 | $ | 15,422,698 | |||||
Operating (loss) from continuing operations | (287,061 | ) | (73,091 | ) | (360,152 | ) | |||||
Depreciation & amortization | 494,712 | 26,360 | 521,072 | ||||||||
Capital expenditures | 123,979 | 5,655 | 129,634 | ||||||||
Identifiable assets | 17,151,052 | 7,359,173 | 24,510,225 | ||||||||
Goodwill | - | 1,230,485 | 1,230,485 | ||||||||
2013 Quarter 1 | Printing | Office Products & Furniture | Total | ||||||||
Revenues from continuing operations | $ | 11,989,511 | $ | 8,448,257 | $ | 20,437,768 | |||||
Elimination of intersegment revenue | (888,031 | ) | (1,239,238 | ) | (2,127,269 | ) | |||||
Consolidated revenues from continuing operations | $ | 11,101,480 | $ | 7,209,019 | $ | 18,310,499 | |||||
Operating (loss) income from continuing operations | (2,454,091 | ) | 210,920 | (2,243,171 | ) | ||||||
Depreciation & amortization | 513,362 | 33,851 | 547,212 | ||||||||
Capital expenditures | 72,117 | 1,483 | 73,600 | ||||||||
Identifiable assets | 22,849,996 | 7,955,580 | 30,805,576 | ||||||||
Goodwill | - | 1,230,485 | 1,230,485 | ||||||||
Reconciliation of total segment revenue, assets and operating (loss) income | ' | ||||||||||
A reconciliation of total segment revenue, assets and operating (loss) to consolidated (loss) before income taxes for the three months ended January 31, 2014 and 2013 is as follows: | |||||||||||
Three months ended January 31, | |||||||||||
2014 | 2013 | ||||||||||
Revenues: | |||||||||||
Total segment revenues from continuing operations | $ | 16,737,092 | $ | 20,437,768 | |||||||
Elimination of intersegment revenue | (1,314,394 | ) | (2,127,269 | ) | |||||||
Consolidated revenue from continuing operations | $ | 15,422,698 | $ | 18,310,499 | |||||||
Operating (loss) from continuing operations: | |||||||||||
Total segment operating (loss) from continuing operations | $ | (360,152 | ) | $ | (2,243,171 | ) | |||||
Interest expense - related party | (20,764 | ) | (20,764 | ) | |||||||
Interest expense | (263,761 | ) | (1,315,066 | ) | |||||||
Other income | 14,494 | 9,623 | |||||||||
Consolidated (loss) before income taxes from continuing operations | $ | (630,183 | ) | $ | (3,569,378 | ) | |||||
Identifiable assets: | |||||||||||
Total segment identifiable assets | $ | 24,510,225 | $ | 30,805,576 | |||||||
Elimination of intersegment assets and assets held for sale/discontinued operations | 461,443 | 13,010,266 | |||||||||
Total consolidated assets | $ | 24,971,668 | $ | 43,815,842 |
Acquired_Intangible_Assets_and1
Acquired Intangible Assets and Goodwill (Tables) | 3 Months Ended | ||||||||||||||||
Jan. 31, 2014 | |||||||||||||||||
Acquired Intangible Assets and Goodwill [Abstract] | ' | ||||||||||||||||
Acquired intangible assets and goodwill | ' | ||||||||||||||||
31-Jan-14 | 31-Oct-13 | ||||||||||||||||
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 | 1,179,557 | 2,451,073 | 1,149,033 | |||||||||||||
Other | 564,946 | 563,112 | 564,946 | 558,737 | |||||||||||||
4,016,019 | 2,742,669 | 4,016,019 | 2,707,770 | ||||||||||||||
Unamortizable intangible assets: | |||||||||||||||||
Goodwill | 1,737,763 | 507,278 | 1,737,763 | 507,278 | |||||||||||||
1,737,763 | 507,278 | 1,737,763 | 507,278 | ||||||||||||||
Total goodwill and other intangibles | $ | 5,753,782 | $ | 3,249,947 | $ | 5,753,782 | $ | 3,215,048 | |||||||||
Estimated amortization expense | ' | ||||||||||||||||
Estimated amortization expense for each of the following years is: | |||||||||||||||||
2014 | $ | 93,407 | |||||||||||||||
2015 | 122,098 | ||||||||||||||||
2016 | 122,098 | ||||||||||||||||
2017 | 122,098 | ||||||||||||||||
2018 | 122,098 | ||||||||||||||||
Thereafter | 691,551 | ||||||||||||||||
$ | 1,273,350 | ||||||||||||||||
Changes in the carrying amount of goodwill | ' | ||||||||||||||||
The changes in the carrying amount of goodwill and other amortizing intangibles for the three months ended January 31, 2014 were: | |||||||||||||||||
Goodwill: | |||||||||||||||||
Printing | Office Products and Furniture | Total | |||||||||||||||
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 | |||||||||||||||
Goodwill acquired three months ended January 31, 2014 | - | - | - | ||||||||||||||
Impairment losses three months ended January 31, 2014 | |||||||||||||||||
Balance at January 31, 2014 | |||||||||||||||||
Goodwill | 2,226,837 | 1,230,485 | 3,457,322 | ||||||||||||||
Accumulated impairment losses | (2,226,837 | ) | - | (2,226,837 | ) | ||||||||||||
$ | - | $ | 1,230,485 | $ | 1,230,485 | ||||||||||||
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, 2013 | |||||||||||||||||
Amortizing intangible assets | $ | 442,317 | $ | 865,932 | $ | 1,308,249 | |||||||||||
Accumulated impairment losses | - | - | - | ||||||||||||||
442,317 | 865,932 | 1,308,249 | |||||||||||||||
Amortizing intangible assets acquired three months ended January 31, 2014 | - | - | - | ||||||||||||||
Impairment losses three months ended January 31, 2014 | - | - | - | ||||||||||||||
Amortization expense | 14,525 | 20,374 | 34,899 | ||||||||||||||
Balance at January 31, 2014 | |||||||||||||||||
Amortizing intangible assets | 427,792 | 845,558 | 1,273,350 | ||||||||||||||
Accumulated impairment losses | - | - | - | ||||||||||||||
$ | 427,792 | $ | 845,558 | $ | 1,273,350 | ||||||||||||
Impairment charges | ' | ||||||||||||||||
A summary of impairment charges from continuing operations is included in the table below: | |||||||||||||||||
Three Months Ended January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Goodwill | $ | - | $ | 2,226,837 | |||||||||||||
Other intangibles | - | - | |||||||||||||||
$ | - | $ | 2,226,837 |
Discontinued_Operations_and_As1
Discontinued Operations and Assets Held for Sale (Tables) | 3 Months Ended | |||||||
Jan. 31, 2014 | ||||||||
Discontinued Operations and Assets Held for Sale [Abstract] | ' | |||||||
Schedule of financial information of discontinued operation | ' | |||||||
The following is selected financial information included in net earnings (loss) from discontinued operations for two 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 three months ended January 31, 2013, was approximately $0.2 million. | ||||||||
Three Months Ended January 31, | ||||||||
2013 | ||||||||
Printing | Herald-Dispatch | Total | ||||||
Net sales | $ | 1,282,794 | $ | 3,552,242 | $ | 4,835,036 | ||
Income (loss) from discontinued operations | (351,217 | ) | 378,718 | 27,501 | ||||
Income tax benefit (expense) | 118,761 | (142,284 | ) | (23,523 | ) | |||
Gain on sale of discontinued | - | - | - | |||||
operations | ||||||||
Income tax (expense) on sale | - | - | - | |||||
Net earnings (loss) from | (232,456 | ) | 236,434 | 3,978 | ||||
discontinued operations |
Accounts_Receivable_Allowance_1
Accounts Receivable, Allowance for Doubtful Accounts and Revenue Recognition (Details) | 3 Months Ended |
Jan. 31, 2014 | |
Accounts Receivable, Allowance for Doubtful Accounts and Revenue Recognition [Abstract] | ' |
Accounts receivable, payment period from invoice date | '30 days |
Inventories_Details
Inventories (Details) (USD $) | Jan. 31, 2014 | Oct. 31, 2013 |
Printing [Abstract] | ' | ' |
Raw materials | $1,330,826 | $1,375,675 |
Work in process | 719,187 | 756,861 |
Finished goods | 1,247,800 | 1,218,233 |
Office products and office furniture | 1,403,098 | 1,533,810 |
Total | $4,700,911 | $4,884,579 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 3 Months Ended | ||
Jan. 31, 2014 | Oct. 31, 2013 | Jan. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' |
Total indebtedness | $12,914,369 | $12,969,274 | ' |
Unamortized debt Discount | -391,832 | -477,387 | ' |
Less current portion long-term debt | 915,097 | 902,565 | ' |
Less current portion obligation under capital lease | 14,025 | 13,817 | ' |
Long-term debt, net of current portion and capital lease obligation | 11,985,247 | 12,052,892 | ' |
Interest Rate (in hundredths) | 3.25% | ' | 3.25% |
Basis of interest rate | 'LIBOR | ' | ' |
Basis spread on variable rate (in hundredths) | ' | ' | 0.25% |
Continuing operations [Abstract] | ' | ' | ' |
Long-term debt, net of current portion and revolving line credit | 9,376,658 | 9,494,727 | ' |
Long-term capital lease obligation | 38,978 | 42,563 | ' |
Current portion of long-term debt and revolving line of credit | 915,097 | 902,565 | ' |
Long-term notes payable to related party | 2,500,000 | 2,500,000 | ' |
Current portion of capital lease obligation | 14,025 | 13,817 | ' |
Debt discount | -391,832 | -477,387 | ' |
Total debt from continuing operations | 12,452,926 | 12,476,285 | ' |
Liabilities held for sale/discontinued operations - debt | 461,443 | 492,989 | ' |
Total indebtedness | 12,914,369 | 12,969,274 | ' |
Maturities of long-term debt and revolving line of credit [Abstract] | ' | ' | ' |
2014 | 929,122 | ' | ' |
2015 | 11,961,159 | ' | ' |
2016 | 15,809 | ' | ' |
2017 | 8,279 | ' | ' |
2018 | 0 | ' | ' |
Total indebtedness | 12,914,369 | 12,969,274 | ' |
Installment notes payable on Term Note A [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total indebtedness | 10,300,000 | 10,450,000 | ' |
Installment payment | 50,000 | ' | ' |
Debt maturity date | 1-Apr-15 | ' | ' |
Frequency of periodic payments | 'monthly | ' | ' |
Basis of interest rate | 'prime rate | ' | ' |
Basis spread on variable rate (in hundredths) | 2.00% | ' | ' |
Continuing operations [Abstract] | ' | ' | ' |
Total indebtedness | 10,300,000 | 10,450,000 | ' |
Maturities of long-term debt and revolving line of credit [Abstract] | ' | ' | ' |
Total indebtedness | 10,300,000 | 10,450,000 | ' |
Installment notes payable to banks [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total indebtedness | 453,198 | 440,281 | ' |
Frequency of periodic payments | 'monthly | ' | ' |
Basis of interest rate | 'prime rate | ' | ' |
Continuing operations [Abstract] | ' | ' | ' |
Total indebtedness | 453,198 | 440,281 | ' |
Maturities of long-term debt and revolving line of credit [Abstract] | ' | ' | ' |
Total indebtedness | 453,198 | 440,281 | ' |
Installment notes payable to banks [Member] | Minimum [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt maturity date | 31-Dec-13 | ' | ' |
Installment notes payable to banks [Member] | Maximum [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt maturity date | 31-Jan-16 | ' | ' |
Notes payable to related party [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total indebtedness | 2,500,000 | 2,500,000 | ' |
Debt maturity date | 30-Sep-14 | ' | ' |
Basis of interest rate | 'prime rate | ' | ' |
Continuing operations [Abstract] | ' | ' | ' |
Total indebtedness | 2,500,000 | 2,500,000 | ' |
Maturities of long-term debt and revolving line of credit [Abstract] | ' | ' | ' |
Total indebtedness | 2,500,000 | 2,500,000 | ' |
Capital Lease Obligations [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total indebtedness | 53,003 | 56,380 | ' |
Interest Rate (in hundredths) | 6.02% | ' | ' |
Continuing operations [Abstract] | ' | ' | ' |
Total indebtedness | 53,003 | 56,380 | ' |
Maturities of long-term debt and revolving line of credit [Abstract] | ' | ' | ' |
Total indebtedness | $53,003 | $56,380 | ' |
LongTerm_Debt_Revolving_Credit
Long-Term Debt, Revolving Credit Facility (Details) (USD $) | 3 Months Ended | |||
Jan. 31, 2014 | Jan. 31, 2013 | Oct. 31, 2013 | Aug. 28, 2013 | |
Notification | ||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Number of default notifications defined | 2 | ' | ' | ' |
Line of credit facility, maximum borrowing capacity | $10,000,000 | ' | ' | $8,000,000 |
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 | ' | ' | ' |
Prepayment premium | 500,000 | ' | ' | ' |
Warrants issued (in dollars per share) | $0.00 | ' | ' | ' |
Warrant issued (in hundredths) | 30.00% | ' | ' | ' |
Maximum capital expenditures period | 3,000,000 | ' | ' | ' |
LIBOR 30 Day | '30 days | ' | ' | ' |
LIBOR 60 Day | '60 days | ' | ' | ' |
LIBOR 90 Day | '90 days | ' | ' | ' |
Prime rate (in hundredths) | 3.25% | 3.25% | ' | ' |
Variable rate basis | 'LIBOR | ' | ' | ' |
Basis spread on variable rate (in hundredths) | ' | 0.25% | ' | ' |
Accrued expenses | 161,000 | ' | 142,000 | ' |
Amortization of deferred financing costs | 124,770 | 614,226 | ' | ' |
Interest paid | 138,000 | 666,000 | ' | ' |
June 30, 2013 [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Minimum EBITDA Period | 1,378,394 | ' | ' | ' |
July 31, 2013 [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Minimum EBITDA Period | 2,198,509 | ' | ' | ' |
August 31, 2013 [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Minimum EBITDA Period | 2,506,722 | ' | ' | ' |
Limited Forbearance Agreement [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Reserve against the Credit Agreement borrowing base | 1,000,000 | ' | ' | ' |
Marshall T. Reynolds [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
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 | ' | ' | ' |
Income_taxes_Details
Income taxes (Details) | 3 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2013 | |
Income taxes [Abstract] | ' | ' |
Effective tax rate, (expense) benefit (in hundredths) | 0.00% | 0.70% |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Jan. 31, 2014 |
Commitments and Contingencies [Abstract] | ' |
Estimate of reasonably possible losses | $400,000 |
Price of warrants issued (in dollars per share) | $0.00 |
Percentage of Common stock outstanding (in hundredths) | 30.00% |
Common stock, shares outstanding (in shares) | 11,299,528 |
Potential shares issued from exercise of warrants (in shares) | 4,842,654 |
Contractual Obligations [Abstract] | ' |
2014 | 1,413,480 |
2015 | 12,362,070 |
2016 | 368,689 |
2017 | 302,258 |
2018 | 195,132 |
Residual | 90,088 |
Total | 14,731,717 |
Non-cancelable operating leases [Member] | ' |
Contractual Obligations [Abstract] | ' |
2014 | 528,744 |
2015 | 363,596 |
2016 | 349,849 |
2017 | 289,939 |
2018 | 195,132 |
Residual | 90,088 |
Total | 1,817,348 |
Term debt [Member] | ' |
Contractual Obligations [Abstract] | ' |
2014 | 874,296 |
2015 | 9,875,636 |
2016 | 3,266 |
2017 | 0 |
2018 | 0 |
Residual | 0 |
Total | 10,753,198 |
Obligations under capital lease [Member] | ' |
Contractual Obligations [Abstract] | ' |
2014 | 10,440 |
2015 | 14,670 |
2016 | 15,574 |
2017 | 12,319 |
2018 | 0 |
Residual | 0 |
Total | 53,003 |
Debt discount [Member] | ' |
Contractual Obligations [Abstract] | ' |
2014 | 0 |
2015 | -391,832 |
2016 | 0 |
2017 | 0 |
2018 | 0 |
Residual | 0 |
Total | -391,832 |
Notes payable - related party [Member] | ' |
Contractual Obligations [Abstract] | ' |
2014 | 0 |
2015 | 2,500,000 |
2016 | 0 |
2017 | 0 |
2018 | 0 |
Residual | 0 |
Total | $2,500,000 |
Industry_Segment_Information_D
Industry Segment Information (Details) (USD $) | 3 Months Ended | ||
Jan. 31, 2014 | Jan. 31, 2013 | Oct. 31, 2013 | |
Segment | |||
Industry Segment Information [Abstract] | ' | ' | ' |
Number of operating segments | 2 | ' | ' |
Total assets held for sale/discontinued operations | $461,443 | $13,010,267 | ' |
Segment reporting information, revenue for reportable segment [Abstract] | ' | ' | ' |
Revenues | 16,737,092 | 20,437,768 | ' |
Elimination of intersegment revenue | -1,314,394 | -2,127,269 | ' |
Consolidated revenue | 15,422,698 | 18,310,499 | ' |
Operating (loss) income | -360,152 | -2,243,171 | ' |
Interest expense - related party | -20,764 | -20,764 | ' |
Depreciation & amortization | 521,072 | 547,212 | ' |
Interest expense | -263,761 | -1,315,066 | ' |
Other (expense) income | 14,494 | 9,623 | ' |
(Loss) from continuing operations before income taxes | -630,183 | -3,569,378 | ' |
Capital expenditures | 129,634 | 73,600 | ' |
Identifiable assets | 24,510,225 | 30,805,576 | ' |
Goodwill | 1,230,485 | 1,230,485 | 1,230,485 |
Identifiable assets [Abstract] | ' | ' | ' |
Total segment identifiable assets | 24,510,225 | 30,805,576 | ' |
Assets not allocated to a segment | 461,443 | 13,010,266 | ' |
Total assets | 24,971,668 | 43,815,842 | 27,530,622 |
Printing [Member] | ' | ' | ' |
Segment reporting information, revenue for reportable segment [Abstract] | ' | ' | ' |
Revenues | 9,847,054 | 11,989,511 | ' |
Elimination of intersegment revenue | -488,446 | -888,031 | ' |
Consolidated revenue | 9,358,608 | 11,101,480 | ' |
Operating (loss) income | -287,061 | -2,454,091 | ' |
Depreciation & amortization | 494,712 | 513,362 | ' |
Capital expenditures | 123,979 | 72,117 | ' |
Identifiable assets | 17,151,052 | 22,849,996 | ' |
Goodwill | 0 | 0 | 0 |
Identifiable assets [Abstract] | ' | ' | ' |
Total segment identifiable assets | 17,151,052 | 22,849,996 | ' |
Office Products and Furniture [Member] | ' | ' | ' |
Segment reporting information, revenue for reportable segment [Abstract] | ' | ' | ' |
Revenues | 6,890,038 | 8,448,257 | ' |
Elimination of intersegment revenue | -825,948 | -1,239,238 | ' |
Consolidated revenue | 6,064,090 | 7,209,019 | ' |
Operating (loss) income | -73,091 | 210,920 | ' |
Depreciation & amortization | 26,360 | 33,851 | ' |
Capital expenditures | 5,655 | 1,483 | ' |
Identifiable assets | 7,359,173 | 7,955,580 | ' |
Goodwill | 1,230,485 | 1,230,485 | 1,230,485 |
Identifiable assets [Abstract] | ' | ' | ' |
Total segment identifiable assets | $7,359,173 | $7,955,580 | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Jan. 31, 2014 |
In Millions, unless otherwise specified | |
Fair Value Measurements [Abstract] | ' |
Carrying value of term debt not related to credit agreement | $0.50 |
Acquired_Intangible_Assets_and2
Acquired Intangible Assets and Goodwill (Details) (USD $) | 3 Months Ended | ||
Jan. 31, 2014 | Jan. 31, 2013 | Oct. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortizable intangible assets, gross carrying amount | $4,016,019 | ' | $4,016,019 |
Amortizable intangible assets, accumulated amortization | 2,742,669 | ' | 2,707,770 |
Unamortizable intangible assets [Abstract] | ' | ' | ' |
Goodwill | 1,737,763 | ' | 1,737,763 |
Unamortizable intangible assets, gross carrying amount | 1,737,763 | ' | 1,737,763 |
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 | ' | 5,753,782 |
Total goodwill and other intangibles, accumulated amortization | 3,249,947 | ' | 3,215,048 |
Amortization period | '6 years | ' | ' |
Estimated amortization expense for future fiscal years [Abstract] | ' | ' | ' |
2014 | 93,407 | ' | ' |
2015 | 122,098 | ' | ' |
2016 | 122,098 | ' | ' |
2017 | 122,098 | ' | ' |
2018 | 122,098 | ' | ' |
Thereafter | 691,551 | ' | ' |
Total | 1,273,350 | ' | ' |
Amortizing Intangible Assets (net of amortization expense) [Roll Forward] | ' | ' | ' |
Amortizing intangible assets (net of amortization expense), beginning of period | 1,308,249 | ' | ' |
Accumulated impairment losses, beginning of period | 0 | ' | ' |
Amortizing intangible assets (net of amortization expense and impairment losses), beginning of period | 1,308,249 | ' | ' |
Amortizing intangible assets acquired | 0 | ' | ' |
Impairment losses | 0 | ' | ' |
Amortization expense | 34,899 | 35,000 | ' |
Amortizing intangible assets (net of amortization expense), end of period | 1,273,350 | ' | ' |
Accumulated impairment losses, end of period | 0 | ' | ' |
Amortizing intangible assets (net of amortization expense and impairment losses), end of period | 1,273,350 | ' | ' |
Impairment charges [Abstract] | ' | ' | ' |
Goodwill | 0 | 2,226,837 | ' |
Other intangibles | 0 | ' | ' |
Goodwill [Roll Forward] | ' | ' | ' |
Goodwill, gross, beginning of period | 3,457,322 | ' | ' |
Accumulated impairment losses, beginning of period | -2,226,837 | ' | ' |
Goodwill, beginning of period | 1,230,485 | ' | ' |
Goodwill acquired | 0 | ' | ' |
Impairment losses | 0 | -2,226,837 | ' |
Goodwill, gross, end of period | 3,457,322 | ' | ' |
Accumulated impairment losses, end of period | -2,226,837 | ' | ' |
Goodwill, ending balance | 1,230,485 | 1,230,485 | ' |
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 | 1,179,557 | ' | 1,149,033 |
Other [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortizable intangible assets, gross carrying amount | 564,946 | ' | 564,946 |
Amortizable intangible assets, accumulated amortization | 563,112 | ' | 558,737 |
Printing [Member] | ' | ' | ' |
Estimated amortization expense for future fiscal years [Abstract] | ' | ' | ' |
Total | 427,792 | ' | ' |
Amortizing Intangible Assets (net of amortization expense) [Roll Forward] | ' | ' | ' |
Amortizing intangible assets (net of amortization expense), beginning of period | 442,317 | ' | ' |
Accumulated impairment losses, beginning of period | 0 | ' | ' |
Amortizing intangible assets (net of amortization expense and impairment losses), beginning of period | 442,317 | ' | ' |
Amortizing intangible assets acquired | 0 | ' | ' |
Impairment losses | 0 | ' | ' |
Amortization expense | 14,525 | ' | ' |
Amortizing intangible assets (net of amortization expense), end of period | 427,792 | ' | ' |
Accumulated impairment losses, end of period | 0 | ' | ' |
Amortizing intangible assets (net of amortization expense and impairment losses), end of period | 427,792 | ' | ' |
Impairment charges [Abstract] | ' | ' | ' |
Goodwill | 0 | ' | ' |
Other intangibles | 0 | ' | ' |
Goodwill [Roll Forward] | ' | ' | ' |
Goodwill, gross, beginning of period | 2,226,837 | ' | ' |
Accumulated impairment losses, beginning of period | -2,226,837 | ' | ' |
Goodwill, beginning of period | 0 | ' | ' |
Goodwill acquired | 0 | ' | ' |
Impairment losses | 0 | ' | ' |
Goodwill, gross, end of period | 2,226,837 | ' | ' |
Accumulated impairment losses, end of period | -2,226,837 | ' | ' |
Goodwill, ending balance | 0 | 0 | ' |
Office Products and Furniture [Member] | ' | ' | ' |
Estimated amortization expense for future fiscal years [Abstract] | ' | ' | ' |
Total | 845,558 | ' | ' |
Amortizing Intangible Assets (net of amortization expense) [Roll Forward] | ' | ' | ' |
Amortizing intangible assets (net of amortization expense), beginning of period | 865,932 | ' | ' |
Accumulated impairment losses, beginning of period | 0 | ' | ' |
Amortizing intangible assets (net of amortization expense and impairment losses), beginning of period | 865,932 | ' | ' |
Amortizing intangible assets acquired | 0 | ' | ' |
Impairment losses | 0 | ' | ' |
Amortization expense | 20,374 | ' | ' |
Amortizing intangible assets (net of amortization expense), end of period | 845,558 | ' | ' |
Accumulated impairment losses, end of period | 0 | ' | ' |
Amortizing intangible assets (net of amortization expense and impairment losses), end of period | 845,558 | ' | ' |
Impairment charges [Abstract] | ' | ' | ' |
Goodwill | 0 | ' | ' |
Other intangibles | 0 | ' | ' |
Goodwill [Roll Forward] | ' | ' | ' |
Goodwill, gross, beginning of period | 1,230,485 | ' | ' |
Accumulated impairment losses, beginning of period | 0 | ' | ' |
Goodwill, beginning of period | 1,230,485 | ' | ' |
Goodwill acquired | 0 | ' | ' |
Impairment losses | 0 | ' | ' |
Goodwill, gross, end of period | 1,230,485 | ' | ' |
Accumulated impairment losses, end of period | 0 | ' | ' |
Goodwill, ending balance | $1,230,485 | $1,230,485 | ' |
Syscan [Member] | Customer Relationships [Member] | ' | ' | ' |
Unamortizable intangible assets [Abstract] | ' | ' | ' |
Amortization period | '20 years | ' | ' |
Discontinued_Operations_and_As2
Discontinued Operations and Assets Held for Sale (Details) (USD $) | 3 Months Ended | ||
Jan. 31, 2014 | Jan. 31, 2013 | Oct. 31, 2013 | |
Division | |||
Discontinued Operations and Assets Held for Sale [Abstract] | ' | ' | ' |
Number of division discontinued | 2 | ' | ' |
Interest expense allocated to discontinued operation | ' | $200,000 | ' |
Disposal group including discontinued operation income statement [Abstract] | ' | ' | ' |
Net Sales | ' | 4,835,036 | ' |
(Loss) earnings from discontinued operations | ' | 27,501 | ' |
Income tax benefit (expense) | ' | -23,523 | ' |
Gain (loss) on sale of discontinued operations | ' | 0 | ' |
Income tax (expense) on sale | ' | 0 | ' |
Net earnings (loss) from discontinued operations | 0 | 3,978 | ' |
Assets [Abstract] | ' | ' | ' |
Other Assets | 0 | ' | 0 |
Assets, discontinued operations [Abstract] | ' | ' | ' |
Accounts Receivable | 92,370 | ' | 124,231 |
Inventories | 0 | ' | 0 |
Other current assets | 0 | ' | 0 |
Property and equipment, net | 0 | ' | 0 |
Other Assets | 0 | ' | 0 |
Total current assets | 92,370 | ' | 124,231 |
Property and equipment, net | 0 | ' | 0 |
Other assets | 0 | ' | 0 |
Total noncurrent assets | 0 | ' | 0 |
Total assets held for sale/discontinued operations | 92,370 | ' | 124,231 |
Liabilities, discontinued operations [Abstract] | ' | ' | ' |
Accounts payable | 0 | ' | 0 |
Deferred revenue | 0 | ' | 0 |
Accrued payroll and commissions | 0 | ' | 0 |
Taxes accrued and withheld | 0 | ' | 315 |
Accrued expenses | 0 | ' | 0 |
Debt | 0 | ' | 0 |
Total current liabilities | 0 | ' | 315 |
Total noncurrent liabilities | 92,370 | ' | 123,916 |
Total liabilities held for sale/discontinued operations | 92,370 | ' | 124,231 |
Assets, total [Abstract] | ' | ' | ' |
Accounts Receivable | 92,370 | ' | 124,231 |
Inventories | 0 | ' | 0 |
Other current assets | 0 | ' | 0 |
Property and equipment, net | 369,073 | ' | 369,073 |
Total current assets | 461,443 | ' | 493,304 |
Property and equipment, net | 0 | ' | 0 |
Other assets | 0 | ' | 0 |
Total noncurrent assets | 0 | ' | 0 |
Total assets held for sale/discontinued operations | 461,443 | ' | 493,304 |
Liabilities, total [Abstract] | ' | ' | ' |
Accounts payable | 0 | ' | 0 |
Deferred revenue | 0 | ' | 0 |
Accrued payroll and commissions | 0 | ' | 0 |
Taxes accrued and withheld | 0 | ' | 315 |
Accrued expenses | 0 | ' | 0 |
Debt | 0 | ' | 0 |
Total current liabilities | 0 | ' | 315 |
Total noncurrent liabilities | 461,443 | ' | 492,989 |
Total liabilities held for sale/discontinued operations | 461,443 | ' | 493,304 |
Printing [Member] | ' | ' | ' |
Disposal group including discontinued operation income statement [Abstract] | ' | ' | ' |
Net Sales | ' | 1,282,794 | ' |
(Loss) earnings from discontinued operations | ' | -351,217 | ' |
Income tax benefit (expense) | ' | 118,761 | ' |
Gain (loss) on sale of discontinued operations | ' | 0 | ' |
Income tax (expense) on sale | ' | 0 | ' |
Net earnings (loss) from discontinued operations | ' | -232,456 | ' |
Herald-Dispatch [Member] | ' | ' | ' |
Disposal group including discontinued operation income statement [Abstract] | ' | ' | ' |
Net Sales | ' | 3,552,242 | ' |
(Loss) earnings from discontinued operations | ' | 378,718 | ' |
Income tax benefit (expense) | ' | -142,284 | ' |
Gain (loss) on sale of discontinued operations | ' | 0 | ' |
Income tax (expense) on sale | ' | 0 | ' |
Net earnings (loss) from discontinued operations | ' | 236,434 | ' |
Division Held for Sale [Member] | ' | ' | ' |
Assets [Abstract] | ' | ' | ' |
Accounts receivable | 0 | ' | 0 |
Inventory | 0 | ' | 0 |
Other current assets | 0 | ' | 0 |
Property and equipment, net | 369,073 | ' | 369,073 |
Other Assets | 0 | ' | 0 |
Total current assets | 369,073 | ' | 369,073 |
Property and equipment, net | 0 | ' | 0 |
Other assets | 0 | ' | 0 |
Total noncurrent assets | 0 | ' | 0 |
Total assets held for sale/discontinued operations | 369,073 | ' | 369,073 |
Liabilities [Abstract] | ' | ' | ' |
Accounts payable | 0 | ' | 0 |
Deferred revenue | 0 | ' | 0 |
Accrued payroll and commissions | 0 | ' | 0 |
Taxes accrued and withheld | 0 | ' | 0 |
Accrued expenses | 0 | ' | 0 |
Debt | 0 | ' | 0 |
Total current liabilities | 0 | ' | 0 |
Total noncurrent liabilities | 369,073 | ' | 369,073 |
Total liabilities held for sale/discontinued operations | 369,073 | ' | 369,073 |
Donihe [Member] | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' |
Sale of real estate | 175,000 | ' | ' |
Donihe and Merten [Member] | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' |
Sale of property and equipment | 1,050,000 | ' | ' |
Blue Ridge [Member] | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' |
Proceeds from sale of subsidiary assets | 942,000 | ' | ' |
Reduced net liquidity adjustments on net commission | 22,000 | ' | ' |
Champion Publishing [Member] | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' |
Proceeds from sale of subsidiary assets | $9,700,000 | ' | ' |