U. S. Securities and Exchange Commission
Washington, D. C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _______________ to _______________
Commission file number 0-15910
CONTROL CHIEF HOLDINGS, INC.
(Exact name of small business issuer as specified in its charter)
New York 16-0955704
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
200 Williams Street, Bradford, Pennsylvania 16701
(Address of principal executive offices)
(814) 368-4132
(Issuer's telephone number)
Not Applicable
(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of issuer's Common Stock, par
value $.50 per share, as of September 30, 1995 was 811,553 shares.
Transitional Small Business Format (Check one): Yes [ ] No [X]
Control Chief Holdings, Inc. and Subsidiaries
Table of Contents
PART I Financial Information
Item 1 Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Earnings and
Retained Earnings
Consolidated Statements of Cash Flows
Notes to Financial Statements
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II Other Information
Item 2 Changes in Securities
Item 6 Exhibits and Reports on Form 8-K
SIGNATURES
<TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
CONTROL CHIEF HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<CAPTION>
September 30, June 30,
1995 1995
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash $84,261 $157,786
Receivables
Trade, less allowance for doubtful
accounts of $41,340 1,663,771 1,603,883
Other 7,007 8,903
Inventories
Raw materials and subassemblies 1,821,646 1,641,566
Work in process 408,451 433,661
Finished goods - 39,888
Prepaid income taxes 105,853 105,119
Other prepaid items 73,522 58,706
Deferred income taxes 71,505 71,505
---------- ----------
Total current asset 4,236,016 4,121,017
---------- ----------
Property, Plant and Equipment, at cost
Land and improvements 19,874 19,874
Buildings and improvements 245,777 245,777
Machinery and other equipment 1,992,475 1,978,463
---------- ----------
Total cost 2,258,126 2,244,114
Less accumulated depreciation 1,375,803 1,330,159
---------- ----------
Undepreciated cost 882,323 913,955
---------- ----------
Other Assets
Note receivable-SPC Technologies, Inc. 99,268 99,651
Goodwill, less accumulated amortization
of $74,862 and $68,341 148,078 154,599
Cash surrender value of officers' life
insurance less policy loans of $55,457 19,771 19,771
---------- ----------
Total other assets 267,117 274,021
---------- ----------
$5,385,456 $5,308,993
========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
CONTROL CHIEF HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS-CONTINUED
<CAPTION>
September 30, June 30,
1995 1995
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term debt $610,000 $520,000
Current maturities of long-term debt 227,766 275,813
Accounts payable
Trade 1,149,346 990,773
Other 15,455 15,567
Accrued items
Salaries, wages, commissions and related
payroll taxes 402,985 415,439
Income taxes 507 507
Other 57,544 70,465
---------- ----------
Total current liabilities 2,463,603 2,288,564
---------- ----------
Other Liabilities
Long-Term Debt, less current maturities 803,791 822,621
Deferred income taxes 75,775 74,075
---------- ----------
Total other liabilities 879,566 896,696
---------- ----------
Stockholders' Equity
Common stock, authorized 5,000,000 shares
of $.50 par value; issued and outstanding
811,553 shares 405,776 405,776
Capital in excess of par value 1,223,701 1,223,701
Retained earnings 384,482 463,036
Foreign currency translation adjustment 28,328 31,220
---------- ----------
Total stockholders' equity 2,042,287 2,123,733
---------- ----------
$5,385,456 $5,308,993
========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
CONTROL CHIEF HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS
(UNAUDITED)
<CAPTION>
Three Months Ended
September 30,
1995 1994
<S> <C> <C>
Revenues
Net sales $2,328,644 $2,021,087
Other income 2,646 12,905
---------- ----------
Total revenues 2,331,290 2,033,992
---------- ----------
Costs and expenses
Cost of products sold 1,642,562 1,241,653
Selling general and
administrative 614,616 570,488
Research and development 43,788 44,800
Interest and financing 50,069 28,530
---------- ----------
Total costs and expenses 2,351,035 1,885,471
---------- ----------
Earnings (loss) before income taxes (19,745) 148,521
Provision for income taxes
Currently payable 300 43,100
Deferred (credit) 1,700 6,000
---------- ----------
2,000 49,100
---------- ----------
Net earnings (loss) (21,745) 99,421
Retained earnings at
beginning of period 463,036 381,136
Cash dividends paid (56,809) (56,809)
---------- ----------
Retained earnings at
end of period $384,482 $423,748
========== ==========
Earnings (loss) per common share ($0.027) $0.123
Dividends paid per common share $0.07 $0.07
Weighted average number of
common shares outstanding 811,553 811,553
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
CONTROL CHIEF HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Three Months Ended
September 30,
1995 1994
<S> <C> <C>
Cash flows from operating activities
Net earnings (loss) ($21,745) $99,421
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Depreciation and amortization 52,192 50,299
Deferred income taxes 1,700 6,000
Change in assets and liabilities:
(Increase) decrease in receivables (59,396) (216,582)
(Increase) decrease in inventories (116,570) (67,382)
(Increase) decrease in prepaid items
and other assets (15,694) 31,224
Increase (decrease) in accounts
payable and accruals 134,229 231,929
---------- ----------
Net cash provided by (used in)
operating activities (25,284) 134,909
---------- ----------
Cash flows from investing activities
Purchase of property, plant and equipment (14,716) (65,544)
Receipts of principal on note receivable 383 -
---------- ----------
Net cash used in investing activities (14,333) (65,544)
---------- ----------
Cash flows from financing activities
Net borrowing of short-term debt 90,000 45,000
Net borrowing (repayments) of long-term debt (66,821) (63,488)
Dividends paid (56,809) (56,809)
---------- ----------
Net cash provided by financing activities (33,630) (75,297)
---------- ----------
Effect of exchange rate changes on cash (278) 1,084
---------- ----------
Net increase (decrease) in cash (73,525) (4,848)
Cash at beginning of period 157,786 106,572
---------- ----------
Cash at end of period $84,261 $101,724
========== ==========
Cash paid during the period for:
Interest $40,565 $33,951
Income taxes 1,034 16,333
<FN>
See accompanying notes to financial statements.
</TABLE>
CONTROL CHIEF HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
1. Principles of Consolidation
The consolidated financial statements include the accounts of Control
Chief Holdings, Inc., and its wholly-owned subsidiaries, Control Chief
Corporation, Bradford Classics Woodworking, Inc. and Control Chief
(UK) Limited (the "Company").
The consolidated balance sheet as of September 30, 1995, and the
related consolidated statements of operations and retained earnings
and cash flows for the three month periods ended September 30, 1995
and 1994 are unaudited. In the opinion of management, all adjustments
necessary for a fair presentation of such financial statements have
been included. Such adjustments consisted only of normal recurring
items. Interim results are not necessarily indicative of results for a
full year.
The financial statements and notes are presented as permitted by Form
10-QSB, and do not contain certain information included in the
Company's annual financial statements and notes. Accordingly, these
statements should be read in conjunction with the consolidated
financial statements and notes thereto appearing in the Annual Report
of the Company for the fiscal year ended June 30, 1995.
2. Earnings Per Common Share
Earnings per common share are computed based on the weighted average
shares of common stock outstanding during the period of computation.
Although the Company has issued dilutive common stock equivalents in
the form of common stock options, the dilutive effect of these
securities in the aggregate is less than three percent of earnings per
common share.
3. Cash Dividends Paid
The Board of Directors of the Company approved a cash dividend
totalling $56,809 ($.07 per share) payable on September 25, 1995 to
holders of record at the close of business on September 11, 1995.
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Business Changes
Effective March 1, 1995, the Company acquired the net operating assets
of NTR Technologies, Inc. The operating results of this acquisition,
which is a division of Control Chief Corporation, are included in the
Company's consolidated results of operations from the date of
acquisition. On November 18, 1994, the Company approved an amendment
to the Company's foreign subsidiary's charter to change the
subsidiary's name from IRT Holdings Limited to Control Chief (UK)
Limited. In addition, effective April 1, 1995, the Company's foreign
subsidiary merged its affiliates, Infra-Red Technology Limited and
Vella Willson Limited, into its operations. In September 1993, the
previously non-operating subsidiary, Bradford Classics Woodworking,
Inc. began the start-up of a new wood processing operation. This
operation is doing business under the name Tuna Valley Wood Products
("Tuna Valley").
Liquidity
The Company and its subsidiaries currently fund their needs for
liquidity and capital resources through cash from operations, short-
term and long-term borrowing.
Control Chief Corporation has a $750,000 line of credit with Integra
Bank ("Integra"), which matures on November 30, 1995. Amounts
outstanding under this line of credit bear interest at Integra's
commercial base rate, variable, and are payable on demand. As of
September 30, 1995, the rate of interest on Control Chief's line of
credit was 8.75%. In connection therewith, Control Chief has granted
Integra a general security interest in it assets, excluding real
property. The line of credit agreement requires the Company to
maintain certain minimum financial ratios and, among other things, to
obtain approval from the bank before the Company permits any
additional encumbrances on its assets, guarantees or incurs any
additional indebtedness, declares or pays dividends, and incurs annual
capital expenditures and/or acquisition expenses in an amount in
excess of its annual depreciation expense. As of September 30, 1995,
a total of $610,000 was outstanding under Control Chief's line of
credit.
In addition to the line of credit, Control Chief has a term loan with
Integra Bank in the original principal amount of $900,000, obtained
for the purpose of consolidating pre-existing short-term and long-term
debt. Amounts outstanding under this loan bear interest at Integra's
commercial base rate plus 1/2%, variable, and is being repaid in 60
consecutive monthly installments of principal plus interest. At
September 30, 1995, $656,625 was outstanding under Control Chief's
term loan at an interest rate of 9 1/4%. In connection therewith, the
Company has granted Integra a general security interest in all of its
assets, excluding real property. The Company is also required to
maintain a debt service coverage ratio in excess of 1.0 and, among
other things, to obtain approval from the bank before the Company
permits any additional encumbrances on its assets, guarantees or
incurs any additional indebtedness, and declares or pays dividends.
At September 30, 1995, Control Chief Corporation also had outstanding
$61,837 of debt that is being repaid through March 1997, at 8%
interest. This seller financed debt was incurred with the purchase of
the net operating assets of NTR Technologies, Inc., effective March 1,
1995. In addition, $5,075 of debt is being repaid through March 1996
at 6% interest. This debt was assumed in connection with the purchase
of the net assets of NTR Technologies, Inc.
Tuna Valley has a term loan with Integra Bank in the original
principal amount of $300,000 that was used for purchasing equipment
for the start-up of its operations. Amounts outstanding under this
loan bear interest at Integra's commercial base rate plus 3/4%,
variable, and is being repaid in 60 consecutive monthly installments
of principal plus interest. At September 30, 1995, $224,549 was
outstanding under this term loan at an interest rate of 9 1/2%. In
connection therewith, Tuna Valley has granted Integra a general
security interest in all of its assets.
In addition, Tuna Valley has a term loan with the City of Bradford,
Pennsylvania in the original principal amount of $100,000 that was
used for purchasing equipment. Amounts outstanding under this loan
bear interest at 3% and are repayable in 84 consecutive monthly
installments of principal plus interest. At September 30, 1995,
$73,620 was outstanding under this term loan. In connection
therewith, Tuna Valley has granted the City of Bradford a general
security interest in all of its assets.
The Company currently does not have a material commitment for any
further capital expenditures and believes its current working capital
is sufficient for its operations.
Results of Operations
Net sales for the quarter ended September 30, 1995 increased overall
by $307,557 or 15.2% compared to the same quarter last year. Control
Chief experienced an increase in net sales of $171,426 or 12.2% as
compared to the same period last year. Net sales of Tuna Valley
increased by $143,754 or 33.9% as compared to the same three month
period last year. Due to the volatility of the wood market and wood
costs, management is unable to predict at this time whether Tuna
Valley will continue the trend of increased net sales. Control Chief
(UK) experienced a flat quarter in growth as net sales decreased by
$7,622.
Cost of products sold increased overall by $400,909 or 32.3% for the
quarter ended September 30, 1995 as compared to the same quarter for
last year. The dimensioned wood blanks segment, Tuna Valley, was
responsible for $200,013 of the increase for the quarter ended
September 30, 1995 as compared with the same period for last year.
This increase corresponds to the increase in net sales for the quarter
ended September 30, 1995 combined with the fact that the component
cost of this segment is significantly higher than electronics
manufacturing and as such generates a much lower gross profit rate.
Cost of products sold at Control Chief increased by $153,177 or 20% at
September 30, 1995 as compared with the same period last year. This
increase reflects the Company's increased sales for the current
quarter as compared to the same quarter of the previous year, material
cost increases and production wage increases. Cost of products sold
at Control Chief (UK) Limited increased by $47,719 or 56% for the
quarter ended September 30, 1995 as compared with the same period for
last year. This increase in cost of sales as compared to the
relatively flat sales for the comparable quarter is due to products
being sold with higher material costs and increased labor costs.
Additionally, short term fluctuations may result from changes in
product mix for the period, as well as competitive discounting.
Selling, general and administrative costs increased by $44,128 or 7.8%
for the quarter ended September 30, 1995 as compared with the same
period last year. This overall increase corresponds to the increase
in net sales for the comparable period and the Company's continued
investment in areas of marketing, sales staffing and travel and travel
in the U.S. and the U.K.
Research and development costs decreased by $1,012 or 2.3% for the
quarter ended September 30, 1995 as compared with the same period for
last year. Although the Company experienced a slight decrease in
costs for the current quarter as compared to the same period last
year, the Company's policy remains a continuing commitment to invest
funds in research and development to stay abreast of changes in
technology and improve and expand its product lines in the electronic
components and devices segment to remain competitive and responsive in
the market. It is the policy of the Company not to release to the
public continuing programs in research and development until products
are ready for introduction. The premature public notification of
product development, in the opinion of management, stands to
potentially reduce the anticipated return on its research and
development investment by notifying competitors of a significant
portion of the Company's marketing strategy.
Interest and financing charges increased by $21,539 at September 30,
1995 as compared to the same period for last year. This increase
relates to the refinancing of short-term debt to a long-term note by
Control Chief and the increase in short-term borrowing to finance
overall increases in receivables, inventories and other assets,
partially offset by increases in accounts payable and other accruals.
For the three months ended September 30, 1995, the Company sustained a
net loss of $21,745 as compared to net earnings of $99,421 for the
same three month period of last year. All subsidiaries of the Company
posted decreased net earnings for the period ended September 30, 1995
as compared to the comparable period of last year. Management is
encouraged by continuing orders, reduction of costs at Tuna Valley
and a sustained backlog in all divisions that should return its
operation back to profitability.
The Company lost $.027 per common share for the quarter ended
September 30, 1995 as compared to earnings of $.123 for the comparable
period of last year.
Net trade receivables at September 30, 1995 increased by $59,889 or
3.7% as compared with the balance as of June 30, 1995. The increase
is reflective of the increase in net sales for the three month period
for the domestic and foreign operations.
Inventories, in total increased $114,981 or 5.4% at September 30, 1995
as compared to June 30, 1995. Of this increase, inventory
attributable to Control Chief's combined inventories of raw materials
and work in process at September 30, 1995 as compared to June 30,
1995, increased by $93,177. The Company's foreign subsidiary, Control
Chief (UK) Limited accounted for $17,714 of the overall increase.
These increases are reflective of a number of customer orders in
various stages of completion as of September 30, 1995 and materials
for future orders. Tuna Valley's total inventory at September 30,
1995 as compared to June 30, 1995 remained relatively unchanged.
Management believes that the Company's level and mix of inventory is
now sufficient to meet future demands and does not anticipate any
significant increases.
Prepaid items increased by $15,550 or 6.2% as compared with the
balance as of June 30, 1995. This increase reflects the practice of
the Company of prepaying certain expenses, such as insurance,
professional fees and taxes, at the beginning and during the fiscal
year. This is typical of previous years.
Undepreciated cost of property, plant and equipment remained
relatively unchanged as compared with the balance as of June 30, 1995.
Management does not anticipate any major capital expenditures in the
near future.
The Company's liquidity, measured in terms of working capital
decreased by $60,040 or 3.3% as compared with the balance as of June
30, 1995. The current ratio decreased to 1.7 at September 30, 1995
from 1.8 at June 30, 1995.
PART II - OTHER INFORMATION
ITEM 2. Changes in Securities
a) Working Capital restrictions and other limitations upon the
payment of dividends.
Common Stock, par value $.50 per share.
The Company has agreed not to distribute dividends unless specific
written approval is received from Integra Bank. The Company has also
agreed to comply with additional bank covenants.
ITEM 6. Exhibits and Reports on Form 8-K
a) None.
b) None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Control Chief Holdings, Inc.
(Registrant)
Date: November 14, 1995 By: \S\ Douglas S. Bell
Douglas S. Bell
Chairman of the Board,
Chief Executive Officer
and President
[ARTICLE] 5
[LEGEND]
This schedule contains summary financial information extracted from SEC
Form 10-QSB and is qualified in its entriety by reference to such financial
statements.
[/LEGEND]
[MULTIPLIER] 1
<TABLE>
<S> <C>
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] JUN-30-1996
[PERIOD-END] SEP-30-1995
[CASH] 84,261
[SECURITIES] 0
[RECEIVABLES] 1,712,118
[ALLOWANCES] 41,340
[INVENTORY] 2,230,097
[CURRENT-ASSETS] 4,236,016
[PP&E] 2,258,126
[DEPRECIATION] 1,375,803
[TOTAL-ASSETS] 5,385,456
[CURRENT-LIABILITIES] 2,463,603
[BONDS] 0
[COMMON] 405,776
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[OTHER-SE] 1,636,511
[TOTAL-LIABILITY-AND-EQUITY] 5,385,456
[SALES] 2,328,644
[TOTAL-REVENUES] 2,331,290
[CGS] 1,642,562
[TOTAL-COSTS] 1,642,562
[OTHER-EXPENSES] 658,404
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 50,069
[INCOME-PRETAX] (19,745)
[INCOME-TAX] 2,000
[INCOME-CONTINUING] (21,745)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (21,745)
[EPS-PRIMARY] (.027)
[EPS-DILUTED] (.027)
</TABLE>
