UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549



FORM 10-Q/A



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended July 2, 2006



Commission file number 1-7807



Champion Parts, Inc.

(Exact name of registrant as specified in its charter)



Illinois

36-2088911

(State or other jurisdiction of



I.R.S. Employer Identification No.

incorporation or organization)



2005 West Avenue B, Hope, Arkansas 71801

(Address of principal executive offices)



870-777-8821

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes [X]    No [  ]



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a          non-accelerated filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer [  ]

Accelerated filer [  ]

Non-accelerated filer [X]

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).

Yes [  ]

No [X]

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.



Class                       Outstanding as of July 2, 2006

Common Shares - $0.10 Par Value                                          3,655,266





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This Amendment No. 1 on Form 10-Q/A amends our quarterly report on Form 10-Q for the quarter ended July 2, 2006, which was originally filed with the SEC on August 16, 2006. The purpose of this Amendment No. 1 is to correct Note 5 to the financial statements and Part I, Item 2, "Factors Which May Affect Future Results" to correct an inadvertent omission.  This Amendment No. 1 continues to speak as of the date of the original Form 10-Q filing, except that we have included as exhibits updated certifications from our chief executive officer and acting chief financial officer, as exhibits 31.1 and 32.1, respectively. This Amendment No. 1 should be read in conjunction with our filings made with the SEC subsequent to the date of the original Form 10-Q filing, including any amendments to those filings.







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Champion Parts, Inc.

Form 10-Q

Cross Reference Index







|PART I  | FINANCIAL INFORMATION                                      | PAGE 
|------- | ---------------------------------------------------------- | -----
|        |                                                            |      
|ITEM 1. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                |      
|        | Balance Sheets  Assets                                    | 3    
|        | Balance Sheets - Liabilities & Stockholders' Equity        | 4    
|        | Statements of Income                                       | 5    
|        | Statement of Stockholders' Equity                          | 6    
|        | Statements of Comprehensive Income                         | 7    
|        | Statements of Cash Flows                                   | 8    
|        | Notes to Financial Statements                              | 9-10 
|        |                                                            |      
|ITEM 2. | MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL            |      
|        | CONDITION AND RESULTS OF OPERATIONS                        |      
|        | Management Overview                                        | 11   
|        | Results of Operations                                      |      
|        | Three Months Ended July 2, 2006                            | 12   
|        | Six Months Ended July 2, 2006                              | 13   
|        | Critical Accounting Policies and Estimates                 | 14   
|        | Recent Accounting Pronouncements                           | 14   
|        | Liquidity and Capital Resources                            |      
|        | Liquidity Overview                                         | 15   
|        | Working Capital                                            | 15-16
|        | Debt                                                       | 16   
|        | Seasonality                                                | 16   
|        | Future Outlook                                             | 16   
|        | Factors Which May Affect Future Results                    | 17   
|        | Off-Balance Sheet Arrangements                             | 17   
|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK | 18   
|        |                                                            |      
|ITEM 4. | CONTROLS AND PROCEDURES                                    | 18   



|PART II  | OTHER INFORMATION                         |   
|-------- | ----------------------------------------- | --
|         |                                           |   
|ITEM 1.  | LEGAL PROCEEDINGS                         | 19
|         |                                           |   
|ITEM 1A. | RISK FACTORS                              | 19
|         |                                           |   
|ITEM 6.  | EXHIBITS AND REPORTS ON FORM 8-K          | 19
|         |                                           |   
|         | SIGNATURE PAGE                            | 20
|         |                                           |   
|EXHIBITS |                                           |   
|31.1     | Rule 13a-14(a) / 15d-14(a)  CERTIFICATION | 21
|32.1     | SECTION 906 CERTIFICATION                 | 22









3





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PART I.    FINANCIAL INFORMATION







ITEM 1.    FINANCIAL STATEMENTS







CHAMPION PARTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                             | July 2, 2006 | December 31, 2005
|------------------------------------------------------------ | ------------ | -----------------
|ASSETS                                                       |              |                  
|                                                             |              |                  
|CURRENT ASSETS:                                              |              |                  
|Cash                                                         | $   255,000  | $   276,000      
|Accounts receivable trade, less allowance for uncollectibles |              |                  
|of $1,321,000 and $1,205,000 in 2006 and 2005, respectively  | 9,326,000    | 8,462,000        
|                                                             |              |                  
|Miscellaneous receivables                                    | 103,000      | 120,000          
|                                                             |              |                  
|Inventories, net of reserves                                 | 11,609,000   | 11,820,000       
|                                                             |              |                  
|Prepaid expenses and other assets                            | 403,000      | 443,000          
|Total current assets                                         | 21,696,000   | 21,121,000       
|                                                             |              |                  
|PROPERTY, PLANT AND EQUIPMENT:                               |              |                  
|Land                                                         | 70,000       | 70,000           
|Buildings                                                    | 4,461,000    | 4,461,000        
|Machinery and equipment                                      | 14,544,000   | 14,514,000       
|Gross property, plant & equipment                            | 19,075,000   | 19,045,000       
|Less:  Accumulated depreciation                              | 17,234,000   | 17,072,000       
|Net property, plant & equipment                              | 1,841,000    | 1,973,000        
|                                                             |              |                  
|Total other assets                                           | 386,000      | 393,000          
|                                                             |              |                  
|Total assets                                                 | $23,923,000  | $23,487,000      





The accompanying notes are an integral part of these statements.





4





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CHAMPION PARTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)





|                                                              | July 2, 2006 | December 31, 2005
|------------------------------------------------------------- | ------------ | -----------------
|LIABILITIES AND STOCKHOLDERS EQUITY                          |              |                  
|                                                              |              |                  
|CURRENT LIABILITIES:                                          |              |                  
|Accounts payable                                              | $7,870,000   | $7,803,000       
|Accrued expenses:                                             |              |                  
|Salaries, wages and employee benefits                         | 507,000      | 378,000          
|Other accrued expenses                                        | 5,652,000    | 5,853,000        
|Taxes other than income                                       | 139,000      | 53,000           
|Current maturities  mortgage note                            | 111,000      | 109,000          
|                                                              |              |                  
|Total current liabilities                                     | 14,279,000   | 14,196,000       
|                                                              |              |                  
|                                                              |              |                  
|LONG-TERM DEBT:                                               |              |                  
|Long-term notes payable  revolver                            | 6,249,000    | 6,193,000        
|Long-term notes payable  mortgage note                       | 598,000      | 653,000          
|Long-term notes payable  subordinated debt                   | 1,793,000    | 1,793,000        
|Long-term notes payable  asset purchase note                 | 130,000      | 130,000          
|Total long-term debt                                          | 8,770,000    | 8,769,000        
|                                                              |              |                  
|STOCKHOLDERS' EQUITY:                                         |              |                  
|                                                              |              |                  
|Preferred stock - No par value; authorized, 10,000,000        |              |                  
|shares; issued and outstanding, none                          | -0-          | -0-              
|Common stock - $.10 par value; authorized, 50,000,000 shares, |              |                  
|issued and outstanding, 3,655,266 shares                      | 366,000      | 366,000          
|Additional paid-in capital                                    | 15,578,000   | 15,578,000       
|Accumulated (deficit)                                         | (12,583,000) | (12,935,000)     
|Accumulated other comprehensive (loss)                        | (2,487,000)  | (2,487,000)      
|Total stockholders equity                                    | 874,000      | 522,000          
|                                                              |              |                  
|Total liabilities and stockholders equity                    | $23,923,000  | $23,487,000      



The accompanying notes are an integral part of these statements.







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CHAMPION PARTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (CONDENSED)

FOR THE PERIODS ENDED

(Unaudited)





|                                            | Six Months
July 2, 2006 | Six Months
July 3, 2005 | Three Months
July 2, 2006 | Three Months
July 3, 2005
|------------------------------------------- | ----------------------- | ----------------------- | ------------------------- | -------------------------
|Net Sales                                   | $10,670,000             | $11,808,000             | $4,532,000                | $5,995,000               
|Costs and Expenses:                         |                         |                         |                           |                          
|Cost of products sold                       | 8,801,000               | 9,980,000               | 3,810,000                 | 5,044,000                
|Selling, distribution & administrative      | 1,194,000               | 1,140,000               | 451,000                   | 568,000                  
|Total costs and expenses                    | 9,995,000               | 11,120,000              | 4,261,000                 | 5,612,000                
|                                            |                         |                         |                           |                          
|Operating income                            | 675,000                 | 688,000                 | 271,000                   | 383,000                  
|                                            |                         |                         |                           |                          
|Non-operating expense/(income):             |                         |                         |                           |                          
|Interest expense, net                       | 286,000                 | 322,000                 | 139,000                   | 150,000                  
|Other non-operating (income)                | (4,000)                 | (86,000)                | (2,000)                   | (42,000)                 
|Total non-operating expense/(income)        | 282,000                 | 236,000                 | 137,000                   | 108,000                  
|                                            |                         |                         |                           |                          
|Net income before income taxes              | 393,000                 | 452,000                 | 134,000                   | 275,000                  
|                                            |                         |                         |                           |                          
|Income taxes                                | 41,000                  | 36,000                  | 21,000                    | 19,000                   
|                                            |                         |                         |                           |                          
|Net income                                  | $   352,000             | $   416,000             | $   113,000               | $   256,000              
|                                            |                         |                         |                           |                          
|Weighted Average Common Shares
Outstanding: |                         |                         |                           |                          
|Basic                                       | 3,655,266               | 3,655,266               | 3,655,266                 | 3,655,266                
|Diluted                                     | 3,708,134               | 3,745,776               | 3,712,473                 | 3,738,181                
|                                            |                         |                         |                           |                          
|Earnings Per Common Share - Basic:          |                         |                         |                           |                          
|Net income per common share - basic         | $  0.10                 | $  0.11                 | $  0.03                   | $  0.07                  
|                                            |                         |                         |                           |                          
|Earnings Per Common Share - Diluted:        |                         |                         |                           |                          
|Net income per common share - diluted       | $  0.09                 | $  0.11                 | $  0.03                   | $  0.07                  





The accompanying notes are an integral part of these statements.





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CHAMPION PARTS, INC.  AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(Unaudited)





|                            | Common
Shares | Common
Stock
Amount | Additional
Paid-in
Capital | Accumulated
(Deficit) | Accumulated Comprehensive
(Loss)
|--------------------------- | ------------- | ------------------- | -------------------------- | --------------------- | --------------------------------
|                            |               |                     |                            |                       |                                 
|BALANCE  December 31, 2005 | 3,655,266     | $  366,000          | $ 15,578,000               | $(12,935,000)         | $ (2,487,000)                   
|                            |               |                     |                            |                       |                                 
|Net Income                  | -0-           | -0-                 | -0-                        | 352,000               | -0-                             
|                            |               |                     |                            |                       |                                 
|BALANCE  July 2, 2006      | 3,655,266     | $  366,000          | $ 15,578,000               | $(12,583,000)         | $ (2,487,000)                   





The accompanying notes are an integral part of these statements.













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CHAMPION PARTS, INC.  AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)





|                                          | Six Months
July 2, 2006 | Six Months
July 3, 2005 | Three Months
July 2, 2006 | Three Months
July 3, 2005
|----------------------------------------- | ----------------------- | ----------------------- | ------------------------- | -------------------------
|                                          |                         |                         |                           |                          
|Net income and other comprehensive income | $   352,000             | $  416,000              | $   113,000               | $  256,000               





The accompanying notes are an integral part of these statements.





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CHAMPION PARTS, INC.  AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                            | Six Months
July 2, 2006 | Six Months
July 3, 2005
|------------------------------------------------------------------------------------------- | ----------------------- | -----------------------
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                       |                         |                        
|                                                                                            |                         |                        
|Net income                                                                                  | $   352,000             | $   416,000            
|                                                                                            |                         |                        
|Adjustments to reconcile net income to net cash
provided by/(used in) operating activities: |                         |                        
|Depreciation and amortization                                                               | 169,000                 | 231,000                
|Provision for inventory write-offs                                                          | 278,000                 | 57,000                 
|Provision for doubtful accounts                                                             | 116,000                 | 160,000                
|Changes in assets and liabilities:                                                          |                         |                        
|Accounts receivable  gross                                                                 | (980,000)               | (17,000)               
|Other accounts receivable                                                                   | 17,000                  | 20,000                 
|Inventories  gross                                                                         | (67,000)                | 924,000                
|Prepaid expenses                                                                            | 40,000                  | 44,000                 
|Accounts payable                                                                            | 67,000                  | 880,000                
|Accrued liabilities and other                                                               | 15,000                  | 170,000                
|NET CASH PROVIDED BY OPERATING ACTIVITIES                                                   | 7,000                   | 2,885,000              
|                                                                                            |                         |                        
|CASH FLOW FROM INVESTING ACTIVITIES:                                                        |                         |                        
|Capital expenditures                                                                        | (30,000)                | (102,000)              
|NET CASH USED IN INVESTING ACTIVITIES                                                       | (30,000)                | (102,000)              
|                                                                                            |                         |                        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                       |                         |                        
|Net borrowing under revolving loan agreement                                                | 56,000                  | (2,811,000)            
|(Payments) on mortgage note obligation                                                      | (54,000)                | (52,000)               
|(Payments) on term note obligations                                                         | -0-                     | -0-                    
|(Payments) under long-term subordinate debt obligations                                     | -0-                     | (6,000)                
|NET CASH (USED IN) FINANCING ACTIVITIES                                                     | 2,000                   | (2,869,000)            
|NET (DECREASE)/ INCREASE IN CASH
AND CASH EQUIVALENTS                                       | (21,000)                | (86,000)               
|                                                                                            |                         |                        
|CASH AND CASH EQUIVALENTS - Beginning of period                                             | 276,000                 | 358,000                
|                                                                                            |                         |                        
|CASH AND CASH EQUIVALENTS - End of period                                                   | $   255,000             | $   272,000            
|                                                                                            |                         |                        
|Supplemental disclosures of cash flow information                                           |                         |                        
|Cash paid during the half:                                                                  |                         |                        
|Income taxes                                                                                | $     117,000           | $         41,000       
|Interest                                                                                    | 247,000                 | 322,000                





The accompanying notes are an integral part of these statements.









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CHAMPION PARTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

_________________________________________________________________





Note 1.

The accompanying financial statements for the six months ending July 2, 2006 and July 3, 2005 have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.  The condensed consolidated financial statements and these notes should be read in conjunction with the consolidated financial statements and footnotes of the Company included in the Company's Annual Report submitted on Form 10-K for the year ended December 31, 2005.



The consolidated balance sheet at December 31, 2005 has been derived from the audited financial statements at that date.



The Company previously adopted Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of an Enterprise and Related Information and management views the Company as one business segment, the remanufacturing of auto parts.



Note 2.

The information furnished herein reflects all adjustments (consisting only of normal recurring accruals), which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim period.  Results of operations for the six months ending July 2, 2006 are not necessarily indicative of results to be expected for the entire year.



Note 3.

Inventories are valued at the lower of cost (first-in, first-out method) or market.  A summary of the gross inventories and reserves follows:



|                         | July 2, 2006   | December 31, 2005
|------------------------ | -------------- | -----------------
|Gross Inventories:       |                |                  
|Raw cores                | $    6,456,000 | $    7,033,000   
|Parts                    | 2,906,000      | 2,802,000        
|Sub-total raw materials  | 9,362,000      | 9,835,000        
|Work-in-process          | 2,895,000      | 3,016,000        
|Finished goods           | 6,933,000      | 6,273,000        
|                         |                |                  
|Total gross inventories  | $  19,190,000  | $  19,124,000    
|                         |                |                  
|Inventory Reserves:      |                |                  
|Core devaluation         | $  (3,852,000) | $  (3,699,000)   
|Obsolescence             | (3,332,000)    | (3,273,000)      
|Valuation reserves       | (397,000)      | (332,000)        
|Total inventory reserves | $  (7,581,000) | $  (7,304,000)   
|                         |                |                  
|Total net inventories    | $  11,609,000  | $  11,820,000    







10





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Note 4.

For reporting purposes, product and core returns are offset against gross sales in arriving at net sales. Total returns for the three months ended July 2, 2006 were $1,405,000 compared to $1,702,000 for the three months ended July 3, 2005. Total returns for the six months ended July 2, 2006 were $3,232,000 compared to $3,649,000 for the six months ended July 3, 2005.





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Note 5.

Recently the fourth largest customer of the Company informally advised the Company that it is planning to begin purchasing products from one of its affiliates.  The Company is exploring its options to retain some or all of this business. In the second quarter of 2006, net sales to the Company's four largest customers were approximately 72% of total net sales.  In comparison, net sales to the Company's four largest customers in the second quarter of 2005, were approximately 72% of total net sales.

A reduction in the level of sales to or the loss of one or more of these customers would have a material adverse effect on the Companys financial condition and results of operations.



Note 6.

Long-lived Assets-The Company reviews the carrying values of its long-lived assets and identifiable intangible assets for possible impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable.  Any long-lived assets held for disposal are reported at the lower of their carrying amounts or fair value less cost to sell.  As of July 2, 2006 there has been no impairment of long lived-assets.



Note 7.

The income tax expense attributable to operations for the six months ended July 2, 2006 and July 3, 2005, differed from the amounts computed by applying the federal income tax rate of 34% principally as a result of tax benefits recognized related to the carry forward of net operating losses.



Note 8.

Debt - On August 10, 2004, the Company entered into a three-year secured revolving credit facility with PNC Bank, National Association.  Maximum credit available under the PNC facility is $14,000,000, including available letter of credit accommodations of $1,000,000.  The interest rate on the revolving debt facility is lender prime plus 1/4 % or LIBOR plus 2%, and for letters of credit, the rate is 3.25% per annum on the daily outstanding balance.



Also, on August 10, 2004, the Company entered into a commercial property loan on its Hope, Arkansas properties with Elk Horn Bank and Trust Company acting as lead bank for a group of five lending institutions.  The loan with Elk Horn is for $900,000, with seven-year amortization and an interest rate of New York prime plus 2% adjusted quarterly.



On March 18, 2005, the Company entered into an amendment to the Credit, Loan and Security Agreement dated August 10, 2004 with PNC Bank, National Association. Amendment No. 1 set forth the terms for temporary modification of the revolving interest rate from 0.25% to 1.25% above bank prime through April 12, 2005; the terms for temporary over-formula advances resulting from a change in the Lenders interpreting the formula for calculating Eligible Receivables; the definition of collateral monitoring fees; and the redefinition of the fixed charge coverage ratio covenant from a quarterly basis to a rolling twelve month basis.







12





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In May, 2006, PNC Bank, National Association, notified the Company of PNC Banks determination that, at April 2, 2006, the Company was not in compliance with the fixed charge coverage ratio covenant in the Loan Agreement, as amended.  The Company has also determined that at July 2, 2006, the Company was not in compliance with the fixed charge coverage ratio covenant.  The Company is discussing with PNC Bank a potential waiver by PNC Bank of such noncompliance.



At July 2, 2006, the balance outstanding on the Companys revolver loan facility with PNC Bank, National Association was $6,249,000 and letter of credit accommodations were $40,000. Also at July 2, 2006, the balance outstanding on the Companys commercial mortgage loan with Elk Horn Bank was $709,000. The total of the loan balances was $6,958,000, which compares to total loan balances at December 31, 2005 of $6,955,000 and letter of credit accommodations of $40,000.







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ITEM 2.   MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS





Management Overview



Second quarter 2006 net sales of $4,532,000 were $1,463,000, or 24.4%, lower than the same period in 2005 reflecting significantly lower sales of constant velocity axles, heavy duty and agricultural products.  Cost of products sold for the quarter was lower than 2005 by $1,234,000, as a result of significantly lower sales.  Selling, distribution and administrative expenses for the quarter were also lower than the second quarter 2005, by $117,000, or 20.6%, primarily due to lower sales. Operating income for the quarter was $271,000 versus $383,000 in second quarter 2005, a decrease of $112,000, or 29.2%.



Interest expense for the quarter was $11,000 less compared to the same period in 2005, reflecting a lower revolver balance, but partially offset by higher interest rates.





First six months 2006 net sales of $10,670,000 were $1,138,000, or 9.6%, lower than the same period in 2005 primarily reflecting lower sales of constant velocity axles, heavy duty and agricultural products.  Cost of products sold for the first half was lower than 2005 by $1,179,000, as a result of significantly lower sales, and product mix.  Selling, distribution and administrative expenses for the half were higher than 2005 by $54,000, or 4.7%, primarily due to higher pension costs. Operating income for the first half was $675,000 versus $688,000 in first half 2005, a decrease of $13,000, or 1.9%.



Interest cost in the first six months of 2006 was down $36,000 over the corresponding period in 2005, reflecting a lower revolver balance, but partially offset by higher interest rates. On August 10, 2004, the Company entered into a three-year credit facility with PNC Bank, National Association.  Maximum credit available under the PNC facility is $14,000,000, including available letter of credit accommodations of $1,000,000.  The interest rate on the revolving debt facility was lender prime plus 0.25% or LIBOR plus 2%, and for letters of credit, the rate is 3.25% per annum on the daily outstanding balance. The interest rate on the Companys revolving line of credit was increased from 0.25% to 1.25% above bank prime for the period of March 18, 2005 through April 12, 2005 pursuant to an amendment to the Companys Credit, Loan and Security Agreement with PNC Bank (the Loan Agreement). The amendment also added a definition of collateral monitoring fees and redefined the fixed charge coverage ratio covenant from a quarterly basis to a rolling twelve month basis. Interest rates have subsequently returned to the level originally specified in the Loan Agreement. Bank prime (8.25% on July 2, 2006) was higher compared to 2005 (6.25% on July 3, 2005).



Non-operating income in the first six months of 2006 was $4,000 versus $86,000 in the same period of 2005, an $82,000 decrease. In the first six months of 2005, the Company earned $78,000 in rebates from the State of Arkansas for meeting job expansion incentives.  Net income for the first six months of 2006 was $352,000 versus $416,000 in 2005. On a comparison basis, the $64,000 decline in net income primarily reflects the lower non-operating income in 2006 described above.







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RESULTS OF OPERATIONS



Three months ended July 2, 2006 compared to three months ended July 3, 2005



Net sales for the quarter ending July 2, 2006 were $4,532,000 versus net sales of $5,995,000 for the same fiscal quarter in 2005.  The $1,463,000, or 24.4%, decrease in net sales compared to the second quarter of 2005 reflects lower sales of constant velocity axles, heavy duty and agricultural products.  Total product and core returns, which are accounted for as reductions to gross sales, were 23.2% and 21.7% of gross sales for the second quarter of 2006 and 2005, respectively. Product and core returns are accounted for on an accrual basis driven by gross sales, the higher percentage for the second quarter of 2006 reflects the impact of higher core returns for the period.



Carburetor net sales were 50.7% and 42.3% of total net sales, for the second quarter of 2006 and 2005, respectively. Even though new vehicles sold are no longer equipped with carburetors in the United States and Canada, the Company continues to sell replacement units for older vehicles, which predominantly use carburetors.  The Company expects that the trend in carburetor sales will decline in future periods.  In addition, carburetor margins may be negatively impacted in the future as customers accelerate product returns during periods of declining demand.



Cost of products sold was $3,810,000, or 84.1%, of net sales for 2006 as compared to $5,044,000, or 84.1%, for the second quarter of 2005.  The $1,234,000, decrease versus 2005 is due to lower sales revenues.  Increased costs were principally offset by higher average selling prices in 2006.



Selling, distribution and administrative expenses for the second quarter 2006 were $451,000 compared to $568,000 in second quarter of 2005. The spending decrease of $117,000 primarily reflects lower sales.



Operating income for the quarter was $271,000, compared to $383,000 for the second quarter of 2005.  The operating income decrease versus 2005 is attributed to lower sales of products sold as described above.



Interest expense of $139,000 for the quarter was $11,000 less than 2005, reflecting a lower revolver balance this year.  The revolving interest rate is 0.25% above bank prime.  The commercial loan rate on the Companys Hope, Arkansas property is New York prime plus 2% adjusted quarterly.



Non-operating income for the second quarter of 2006 was $2,000 versus $42,000 in the same period of 2005. In 2005, the Company earned $39,000 in rebates from the State of Arkansas for meeting job expansion incentives.



Net income was $113,000 for the second quarter versus $256,000 for 2005.  The $143,000, or 55.9%, decline resulted primarily from lower sales of products.







15





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Six months ended July 2, 2006 compared to six months ended July 3, 2005



Net sales for the six months ending July 2, 2006 were $10,670,000 versus net sales of $11,808,000 for the same fiscal period in 2005.  The $1,138,000, or 9.6%, decrease in net sales compared to the second quarter of 2005 reflects lower sales of constant velocity axles, heavy duty, agricultural, and fuel system products.  Air conditioning products sales in the first half of 2006 were moderately higher than the same period of 2005.  Total product and core returns, which are accounted for as reductions to gross sales, were 22.8% and 23.2% of gross sales for the first half of 2006 and 2005, respectively. Product and core returns are accounted for on an accrual basis driven by gross sales.



Carburetor net sales were 49.8% and 45.1% of total net sales, for the first six months of 2006 and 2005, respectively. Even though new vehicles sold are no longer equipped with carburetors in the United States and Canada, the Company continues to sell replacement units for older vehicles, which predominantly use carburetors.  The Company expects that the market for carburetors will decline in future periods.  In addition, carburetor margins may be negatively impacted in the future as customers accelerate product returns during periods of declining demand.



Cost of products sold was $8,801,000, or 82.5%, of net sales for 2006 as compared to $9,980,000, or 84.5%, for the first half of 2005.  The $1,179,000, decrease versus 2005 is primarily due to significantly lower sales.  Increased costs, primarily for materials, were partially offset by higher average selling prices in 2006.



Selling, distribution and administrative expenses year-to-date in 2006 were $1,194,000 compared to $1,140,000 in the same period of 2005. The spending increase of $54,000 primarily reflects higher pension costs in 2006.  Administrative salaries and associated fringe costs were lower than last year.



Operating income for the first half was $675,000, compared to $688,000 for the first half of 2005.  The operating income decrease versus 2005 is attributed primarily to lower sales.



Interest expense of $286,000 for the six months was down $36,000 over 2005, reflecting a lower revolver balance. On March 18, 2005, the Company entered into an amendment to the Credit, Loan and Security Agreement with PNC Bank. The amendment set forth the terms for temporary modification of the revolving interest rate from 0.25% to 1.25% above bank prime through April 12, 2005; the terms for temporary over-formula advances resulting from a change in the Lenders interpreting the formula for calculating Eligible Receivables; the definition of collateral monitoring fees; and the redefinition of the fixed charge coverage ratio covenant from a quarterly basis to a rolling twelve month basis.  Interest rates have subsequently returned to the level originally specified in the Loan Agreement.  Bank prime (8.25% on July 2, 2006) was higher compared to 2005 (6.25% on July 3, 2005).



Non-operating income for the period was $4,000 versus $86,000 recorded in 2005, an $82,000 decrease.   In 2005, the Company earned $78,000 in rebates from the State of Arkansas for meeting job expansion incentives.



Net income was $352,000 for the first six months versus $416,000 for 2005.  The $64,000, or 15.4% decline, primarily reflects lower non-operating income in 2006, described above.











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CRITICAL ACCOUNTING POLICIES AND ESTIMATES



The Company's financial statements reflect the selection and application of accounting policies that require management to make significant estimates and assumptions. Management believes that the following points are some of the more critical judgment areas in the application of accounting policies that currently affect the Company's financial condition and results of operations. Preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions affecting the reported amounts of assets, liabilities, revenues, and expenses and related contingent liabilities.  On an on-going basis, the Company evaluates its estimates for propriety, including those related to revenues, accounts receivable and inventory reserves, income taxes, and contingencies and litigation.  The Company bases its reserve estimates on historical experience, current market and operating trends, and on various assumptions that are believed to be reasonable under current operating circumstances.  Actual results may differ from these estimates under different assumptions or conditions.





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The Company recognizes sales when products are shipped.  Net sales reflect deductions for cores returned for credit and other customary returns and allowances.  Such deductions and returns and allowances are recorded currently based upon continuing customer relationships and other criteria.  The Company's customers are encouraged to trade-in rebuildable cores for products that are included in the Company's current product line.



Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities.  At July 2, 2006, the Companys deferred tax asset consisted principally of net inventory reserves and net operating loss carryforwards.  The Companys deferred tax asset has been reduced by a valuation allowance to the extent such benefits are not expected to be fully utilized.



RECENT ACCOUNTING PRONOUNCEMENTS



In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment. SFAS No. 123, as revised, requires recognition of the cost of employee services provided in exchange for stock options and similar equity instruments based on the fair value of the instrument at the date of grant. Statement 123, as originally issued, is effective until the provisions of Statement 123(R) are fully adopted. Statement 123(R) is effective beginning in the first quarter of its fiscal year 2006. The Company adopted this guidance as of January 1, 2006 and will begin recognizing compensation expense related to stock options should any be issued.  There were no non-vested options at January 1, 2006.  There were no options granted in the six months ended July 2, 2006 and July 3, 2005.



In November 2004, the FASB issued SFAS No. 151, Inventory Costs (SFAS No. 151).  SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage).  This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of so abnormal. In addition, this Statement requires that allocation of fixed production overhead to the costs of conversion be based on the normal capacity of the production facilities. The Company adopted this statement beginning in the first quarter 2006. It did not have a material effect on its financial statements, which is effective with fiscal years beginning after June 15, 2005.









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LIQUIDITY AND CAPITAL RESOURCES



Liquidity Overview



On August 10, 2004, the Company entered into a three-year credit facility with PNC Bank, National Association.  Maximum credit available under the PNC facility is $14,000,000, including available letter of credit accommodations of $1,000,000.  The interest rate on the revolving debt facility was lender prime plus 0.25% or LIBOR plus 2%, and for letters of credit, the rate is 3.25% per annum on the daily outstanding balance. The interest rate on the Companys revolving line of credit was increased from 0.25% to 1.25% above bank prime for the period of March 18, 2005 through April 12, 2005 pursuant to an amendment to the Companys Credit, Loan and Security Agreement with PNC Bank (the Loan Agreement). The amendment also added a definition of collateral monitoring fees and redefined the fixed charge coverage ratio covenant from a quarterly basis to a rolling twelve month basis. Interest rates have subsequently returned to the level originally specified in the Loan Agreement. Bank prime (8.25% on July 2, 2006) was higher compared to 2005 (6.25% on July 3, 2005).



Also on August 10, 2004, the Company entered into a commercial property loan on the Hope, Arkansas property with Elk Horn Bank and Trust Company acting as lead bank for a group of five lending institutions. The loan with Elk Horn was for $900,000, with seven-year amortization and an interest rate of New York prime plus 2% adjusted quarterly.



In May, 2006, PNC Bank, National Association, notified the Company of PNC Banks determination that, at April 2, 2006, the Company was not in compliance with the fixed charge coverage ratio covenant in the Loan Agreement, as amended.  The Company has also determined that at July 2, 2006, the Company was not in compliance with the fixed charge coverage ratio covenant.  The Company is discussing with PNC Bank a potential waiver by PNC Bank of such noncompliance.



Management believes that the Company will be able to finance its working capital needs in the current year and the foreseeable future through the use of borrowings and cash flows generated from operations.





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Working Capital



Net working capital at July 2, 2006 was $7,417,000 compared to $6,925,000 at December 31, 2005, an increase of $492,000 primarily reflecting higher accounts receivable.



The July 2, 2006 net working capital balance was $1,258,000 lower on a comparable basis with the July 3, 2005 net working capital of $8,673,000. The lower 2006 balance primarily reflects lower trade accounts receivables and lower inventories versus the first quarter of 2005.



Net trade accounts receivable at July 2, 2006 were $9,326,000, an increase of $864,000 versus the year-end 2005 balance of $8,462,000.  The increase in the Company's accounts receivable balance at the end of the first half versus year-end reflects higher sales and longer payment terms in the first six months of 2006 compared to the last six months of 2005. Payment terms vary by product line and the size of orders.



When compared to the July 3, 2005 trade receivables balance of $10,267,000, the six month-end balance is $941,000 lower reflecting lower sales in 2006.



Net inventories of $11,609,000 at July 2, 2006 were $211,000 lower as compared to the year-end 2005 balance of $11,820,000.  The decrease in net inventory primarily reflects a decrease in raw cores and work-in-process. Finished goods were up for the first six months of 2006 in anticipation of higher sales.



Compared to the July 3, 2005 balance of $11,819,000, the inventory decrease of $210,000 reflects the efforts to reduce inventory balances.



Accounts payable at July 2, 2006 were $7,870,000 compared to a balance at year-end 2005 of $7,803,000. The $67,000 increase in accounts payable is due to the higher net trade accounts payable which have resulted from increased raw materials spending in the first six months compared to the last half of 2005.



Compared to the July 3, 2005 balance of $8,881,000, accounts payable have decreased $1,011,000. Trade payables in the first half of 2006 decreased as a result of lower sales compared to the first half of 2005.



Accrued expenses of $6,298,000 were up $14,000 from the fiscal year-end 2005 balance of $6,284,000, principally reflecting increases for stock adjustments.



Compared to the July 3, 2005 balance of $5,537,000, accrued expenses are higher by $761,000 principally reflecting increased accruals for stock adjustments and pension plans.





Debt



On March 18, 2005, the Company entered into an amendment to the Credit, Loan and Security Agreement. The amendment set forth the terms for temporary modification of the revolving interest rate to 1.25% above bank prime through April 12, 2005; the terms for temporary over-formula advances resulting from a change in the Lenders interpretation of the formula for calculating eligible receivables; added a definition of collateral monitoring fees; and redefined the fixed charge coverage ratio covenant from a quarterly basis to a rolling twelve month basis.



At July 2, 2006, the balance outstanding on the Companys revolver loan facility with PNC Bank, National Association was $6,249,000 and letter of credit accommodations were $40,000. Also at July 2, 2006, the balance outstanding on the Companys commercial mortgage loan with Elk Horn Bank was $709,000. The total of the loan balances was $6,958,000, which compares to total loan balances at December 31, 2005 of $6,955,000 and letter of credit accommodations of $40,000.



In May, 2006, PNC Bank, National Association, notified the Company of PNC Banks determination that, at April 2, 2006, the Company was not in compliance with the fixed charge coverage ratio covenant in the Loan Agreement, as amended.  The Company has also determined that at July 2, 2006, the Company was not in compliance with the fixed charge coverage ratio covenant.  The Company is discussing with PNC Bank a potential waiver by PNC Bank of such noncompliance.





SEASONALITY



The Company's business is slightly seasonal in nature, primarily as a result of the impact of weather conditions and the agricultural cycle on the demand for certain automotive and agricultural replacement parts.  Historically, the Company's sales and profits are generally the highest in the first half of the year trending down through the summer months.





FUTURE OUTLOOK



The additional revenue from the sales of air conditioning products has partially mitigated the declining carburetor product line sales during the past three years. Management is pursuing other new products and new markets for existing products. This includes internal new product development as well as acquisition opportunities.



Management believes that the Company will be able to finance its working capital needs in the current year and the foreseeable future through the use of borrowings and cash flows generated from operations.







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FACTORS WHICH MAY AFFECT FUTURE RESULTS



This quarterly report contains forward-looking statements that are subject to risks and uncertainties, including but not limited to the statements under "Future Outlook" and to the following:



The competitive environment has caused and is continuing to cause changes in the distribution channels between volume retailers and traditional warehouse/distributors. The Company has diversified its customer base and currently serves all major aftermarket segments, including large volume automotive retailers, original equipment manufacturers of automotive equipment and automotive warehouse distributors. The decline in carburetor product sales over the longer term could impact future results.  The Company expects growth in air conditioning product sales to partially offset this impact. There is no assurance that sales of air conditioning products will increase, or, if they do, that any increase will exceed the decreases in carburetor sales or the contribution of carburetor sales to net income.



Recently the fourth largest customer of the Company informally advised the Company that it is planning to begin purchasing products from one of its affiliates.  The Company is exploring its options to retain some or all of this business. The Companys six largest customers accounted for a total of 85% of the Companys net sales in the six months ending July 2, 2006, with the four largest customers aggregating 77% of the total. For the same period in 2005, the Companys six largest customers accounted for a total of 84% of the Companys net sales, with the four largest customers comprising 72% of the total. A significant reduction in the level of net sales or the loss of a large customer could have a materially adverse impact on the Companys financial condition and results of operations.



While the Company has established reserves for potential environmental liabilities that it believes to be adequate, there can be no assurance that the reserves will be adequate to cover actual costs incurred or that the Company will not incur additional environmental liabilities in the future.



Accordingly, actual results may differ materially from those set forth in forward-looking statements.





OFF-BALANCE SHEET ARRANGEMENTS



The company does not have any off-balance sheet arrangements.





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ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The Company has credit facilities that bear interest at various rates based on the bank prime rate. Interest on $6,958,000, or 78.3%, of the Company's debt was variable based on the lenders prime rate. Consequently, a general increase of 1% in the lenders prime rate would result in additional interest cost of approximately $69,580 if the same debt level and structure were to be maintained.







ITEM 4.    CONTROLS AND PROCEDURES





The Company has carried out an evaluation under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer, who is presently the Companys Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer concluded that, as of the end of the period covered by this report, the Companys disclosure controls and procedures provide reasonable assurance that such disclosure controls and procedures are effective in timely providing them with material information relating to the Company (including its consolidated subsidiaries) required to be included in the Companys periodic Securities and Exchange Commission filings. There have been no significant changes in the Companys internal controls over financial reporting during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, such internal controls.





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PART II.     OTHER INFORMATION





ITEM 1.    LEGAL PROCEEDINGS



See Registrants Annual Report on Form 10-K, December 31, 2005, Environmental Section, pages 11 through 13, for the current background on these proceedings.





ITEM 1A.    RISK FACTORS



See Registrants Annual Report on Form 10-K, December 31, 2005, Risk Factors Section, pages 6 through 9, for the current information.





ITEM 6.    EXHIBITS



Exhibits



3(i)

Articles of Incorporation (incorporated by reference to Registrant's Quarterly Report on Form 10-Q "File No. 1-07807", for the quarter ended June 30, 1998).

3(ii)

By Laws (incorporated by reference to Registrants current report on Form 8-K, File No. 1-07807, filed June 5, 1997).

31

Rule 13a-14(a)/15(d)-14(a) Certification

32

Section 1350 Certification























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SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





CHAMPION PARTS, INC.

(Registrant)





Date:   September 5, 2006                                   By:/s/ Jerry A. Bragiel

Jerry A. Bragiel

President, Chief Executive Officer and Acting Chief                                                                                      Financial Officer





A signed original of this written statement required by Section 906 has been provided to Champion Parts, Inc. and will be retained by Champion Parts, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.



















































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Exhibit 31.1



Rule 13a-14(a) / 15d-14(a) CERTIFICATION





|I, Jerry A. Bragiel, President, Chief Executive Officer and Acting Chief Financial Officer, certify that:
|---------------------------------------------------------------------------------------------------------



|1. |  | I have reviewed this quarterly report on Form 10-Q/A of Champion Parts, Inc.;
|-- |  | -----------------------------------------------------------------------------



|2. |  | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |    | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and I have:
|-- | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | a) |                                                                                                                                                                               
|   | b) |                                                                                                                                                                               
|   | c) |                                                                                                                                                                               



|5. |    | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
|-- | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | a) |                                                                                                                                                                                                                                             
|   | b) |                                                                                                                                                                                                                                             



|Dated:  September 5, 2006 |  | /s/  Jerry A. Bragiel |  |                                                                                       
|------------------------- |  | --------------------- |  | --------------------------------------------------------------------------------------
|                          |  |                       |  | Jerry A. Bragiel
President, Chief Executive Officer and Acting Chief Financial Officer







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27





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Exhibit 32.1









CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PERSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2003





In connection with the Quarterly Report of Champion Parts, Inc., (the Company) on Form 10-Q/A for the quarter ended July 2, 2006 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Jerry A. Bragiel, President, Chief Executive Officer and Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003, that to my knowledge:



(1)   The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and



(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





|September 5, 2006 | /s/ Jerry A. Bragiel
Jerry A. Bragiel
President, Chief Executive Officer and Acting Chief Financial Officer
|----------------- | -----------------------------------------------------------------------------------------------------------







A signed original of this written statement required by Section 906 has been provided to Champion Parts, Inc. and will be retained by Champion Parts, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.





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