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 December 31, 1996
[ ] 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 of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 141, 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 December 31, 1996 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 Operations 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 4 Submission of Matters to a Vote of Security Holders
Item 6 Exhibits and Reports on Form 8-K
SIGNATURES
<TABLE>
PART I
ITEM 1 - FINANCIAL INFORMATION
CONTROL CHIEF HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
December 31, June 30,
1996 1996
---------- ----------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash $22,080 $123,285
Receivables
Trade, less allowance for doubtful
accounts of $58,742 and $64,421 1,992,655 1,577,215
Other 4,855 5,185
Inventories
Raw materials and subassemblies 1,355,954 1,423,831
Work in process 337,799 229,374
Prepaid income taxes - 92,818
Other prepaid items 49,417 37,620
Deferred income taxes 59,453 59,453
---------- ----------
Total current assets 3,822,213 3,548,781
---------- ----------
Property, Plant and Equipment, at cost
Land and improvements 19,874 19,874
Buildings and improvements 251,176 250,109
Machinery and other equipment 1,530,790 1,464,360
---------- ----------
Total cost 1,801,840 1,734,343
Less accumulated depreciation 1,391,736 1,328,533
---------- ----------
Undepreciated cost 410,104 405,810
---------- ----------
Other Assets
Net assets of discontinued operations $ - $51,386
Note receivable-SPC Technologies, Inc. 97,202 98,059
Goodwill, less accumulated amortization
of $115,259 and $99,553 107,681 123,387
Cash surrender value of officers' life
insurance less policy loans of $68,770 10,620 10,620
---------- ----------
Total other assets 215,503 283,452
---------- ----------
$4,447,820 $4,238,043
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term debt $485,000 $654,895
Current maturities of long-term debt 186,574 206,446
Accounts payable
Trade 857,122 597,101
Other 15,350 13,911
Accrued items
Salaries, wages, commissions and
related payroll taxes 413,657 461,323
Income taxes 48,050 -
Other 57,880 58,975
---------- ----------
Total current liabilities 2,063,633 1,992,651
---------- ----------
Other Liabilities
Net liabilities of discontinued operations 11,368 -
Long-term debt, less current maturities 298,761 385,365
Deferred income taxes 23,242 25,842
---------- ----------
Total other liabilities 333,371 411,207
---------- ----------
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 377,936 182,630
Foreign currency translation adjustment 43,403 22,078
---------- ----------
Total stockholders' equity 2,050,816 1,834,185
---------- ----------
$4,447,820 $4,238,043
========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
CONTROL CHIEF HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(UNAUDITED)
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues
Net sales $2,245,889 $1,821,510 $4,214,051 $3,582,298
Other income 1,839 2,695 15,292 5,341
--------- --------- --------- ---------
Total revenues 2,247,728 1,824,205 4,229,343 3,587,639
--------- --------- --------- ---------
Costs and expenses
Cost of products sold 1,345,737 1,051,954 2,454,528 2,101,976
Selling general and
administrative 644,456 665,240 1,263,188 1,250,719
Research and development 33,157 38,208 81,269 81,997
Interest expense 23,230 33,350 52,270 77,117
--------- --------- --------- ---------
Total costs and
expenses 2,046,580 1,788,752 3,851,255 3,511,809
--------- --------- --------- ---------
Earnings from continuing
operations before
income taxes 201,148 35,453 378,088 75,830
Income taxes
Currently payable 66,300 7,800 141,600 37,300
Deferred (1,400) 13,100 (2,600) 10,400
-------- -------- -------- --------
64,900 20,900 139,000 47,700
-------- -------- -------- --------
Earnings from
continuing operations 136,248 14,553 239,088 28,130
Discontinued operations
Earnings (loss),
net of taxes (15,447) 12,581 (43,782) (22,741)
-------- -------- -------- --------
Net earnings 120,801 27,134 195,306 5,389
Retained earnings at
beginning of period 257,135 384,482 182,630 463,036
Cash dividends paid - - - (56,809)
-------- -------- -------- --------
Retained earnings
at end of period $377,936 $411,616 $377,936 $411,616
======== ======== ======== ========
Earnings (loss) per common share
Continuing operations $.17 $.02 $.29 $.04
Discontinued operations (.02) .01 (.05) (.03)
==== ==== ==== ====
$.15 $.03 $.24 $.01
==== ==== ==== ====
Dividends paid
per common share $ - $ - $ - $.07
Weighted average number
of common shares
outstanding 811,553 811,553 811,553 811,553
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
CONTROL CHIEF HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Six Months Ended
December 31,
1996 1995
--------- ---------
<S> <C> <C>
Cash flows from continuing operating activities
Earnings from continuing operations $239,088 $28,129
Adjustments to reconcile earnings from
continuing operations to net cash provided
by (used in) operating activities:
Depreciation and amortization 69,463 76,000
Deferred income taxes (2,600) 10,400
Change in assets and liabilities:
(Increase) decrease in receivables (385,215) (159,597)
(Increase) decrease in inventories (18,706) (142,422)
(Increase) decrease in prepaid items
and other assets 83,426 32,553
Increase (decrease) in accounts payable
and accruals 232,167 46,128
--------- ---------
Net cash provided by (used in)
continuing operating activities 217,623 (108,809)
--------- ---------
Cash flows from discontinued activities
Earnings (loss) from
discontinued operations (43,782) (22,742)
Adjustments to reconcile earnings
from continuing operations to net cash
provided by (used in) operating activities:
Depreciation and amortization - 27,729
Deferred income taxes - 10,100
(Increase) decrease in net assets
of discontinued operation 62,754 (10,465)
--------- ---------
Net cash provided by (used in)
discontinued activities 18,972 4,622
--------- ---------
Total net cash provided 236,595 (104,187)
--------- ---------
Cash flows from investing activities
Purchase of property, plant and equipment (50,005) (43,906)
Receipts of principal on note receivable 857 776
--------- ---------
Net cash provided by (used in)
investing activities (49,148) (43,130)
--------- ---------
Cash flows from financing activities
Net borrowing (repayments)
of short-term debt (169,895) 202,849
Net borrowing (repayments)
of long-term debt (106,600) (86,133)
Dividends paid - (56,809)
--------- ---------
Net cash provided by (used in)
financing activities (276,495) 59,907
--------- ---------
Effect of exchange rate changes on cash (12,157) 1,962
--------- ---------
Net increase (decrease) in cash (101,205) (85,448)
Cash at beginning of period 123,285 157,786
--------- ---------
Cash at end of period $22,080 $72,338
========= =========
Cash paid during the period for:
Interest $48,172 $77,441
Income taxes - -
<FN>
See accompanying notes to financial statements.
</TABLE>
CONTROL CHIEF HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
1. Principles of Consolidation
The financial statements include the accounts of the Company and its
wholly-owned subsidiaries after elimination of significant
intercompany transactions, and have been restated for the decision to
discontinue its wood products business. The consolidated balance
sheet as of December 31, 1996, and the related consolidated
statements of operations and retained earnings and cash flows for the
three and six month periods ended December 31, 1996 and 1995 are
unaudited. The preparation of financial statements in conformity with
generally accepted accounting principles requires the use of
management's estimates. 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, 1996.
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 incentive stock options, the dilutive effect of these
securities in the aggregate is less than three percent of earnings
per common share.
3. Discontinued Operations
Effective May 14, 1996, the Company adopted a formal plan to
discontinue its wood products operations and to sell off the related
assets of Bradford Classics Woodworking, Inc., d/b/a Tuna Valley Wood
Products, a wholly-owned subsidiary of the Company located in
Bradford, Pennsylvania. Accordingly, this business unit has been
accounted for as a discontinued operation in the accompanying
financial statements and amounts for prior periods have been
restated.
A summary of certain operating results of the discontinued operations
for the six month periods ended December 31, 1996 and 1995 are as
follows:
1996 1995
--------- ---------
Net sales $ - $1,028,378
========= =========
Earnings (loss) from discontinued
operations before income taxes ($59,163) ($38,642)
Gain (loss) on sale of assets (14,519) -
--------- ---------
(73,682) (38,642)
Income taxes (benefit) (29,900) (15,900)
--------- ---------
Net earnings (loss) ($43,782) ($22,742)
========= =========
The net assets (liabilities) of discontinued operations have been
segregated in the accompanying consolidated balance sheets at
December 31, and June 30, 1996 and consist of:
December 31, June 30,
1996 1996
--------- ---------
Assets
Accounts receivable $12,028 $163,630
Inventories - 75,000
Prepaid items 2,215 5,258
Plant and equipment, net - 216,000
--------- ---------
14,243 459,888
--------- ---------
Liabilities
Accounts payable and accrued items 25,611 159,536
Long-term debt - 248,966
--------- ---------
25,611 408,502
--------- ---------
Net assets (liabilities)
of discontinued operations ($11,368) $51,386
========= ========
On September 14, 1996, the inventory and fixed assets of the
discontinued operations were sold for their approximate carrying
amounts at June 30, 1996. In connection with the closure of Bradford
Classics Woodworking, Inc., settlement of certain trade creditors
claims are pending, none of which are of a material amount.
4. Bank Loan Agreements
Effective January 15, 1997, the Company refinanced two of its
existing loans with its principal depository, National City Bank of
Pennsylvania. The Company obtained a new commercial demand line of
credit in the amount of $750,000. Interest is charged by the bank on
this credit facility at the prime rate. An initial borrowing on the
line of credit was used to pay off the existing line of credit with
National City Bank. The line of credit is being used to finance
accounts receivable and inventory of the Company. The loan is
subject to an annual review in November, 1997.
In addition to the line of credit loan, the Company obtained a new
commercial term loan in the amount of $650,000, the proceeds of which
were used to consolidate the existing term loan and to finance the
purchase of new equipment. The loan bears interest at 8.47% and is
being repaid over forty-eight (48) monthly principal and interest
installments of $16,050.
The commercial line of credit and term loan are collateralized by a
security interest in all of the business assets of the Company.<PAGE>
PART I
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Business Changes
Due to declining profits and failure to increase its customer base
and market share, on May 14, 1996 a decision was made by the Board of
Directors to cease the operations of Bradford Classics Woodworking,
Inc., d/b/a Tuna Valley Wood Products ("Tuna Valley"), a wholly-owned
subsidiary of the Company, and conduct an orderly liquidation of the
subsidiary. On September 14, 1996, the inventory and fixed assets of
the discontinued operations were sold for their approximate carrying
amounts at June 30, 1996. Proceeds from the auction are being used
to pay the remaining secured and unsecured creditors of Tuna Valley
as of June 30, 1996. 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 Vela Wilson
Limited, into its operations.
Liquidity
The Company and its subsidiaries currently fund their needs for
liquidity and capital resources through cash from operations and
both short-term and long-term borrowing.
At December 31, 1996, the Company had a $750,000 line of credit with
National City Bank, which had $485,000 outstanding thereunder. This
line of credit was refinanced on January 15, 1997. Amounts outstanding
under the line of credit were subject to interest at a variable rate
equal to the bank's prime rate and were payable on demand. As of
December 31, 1996, the rate of interest on the line of credit was 8.25%.
The Company had granted National City Bank a general security interest
in its assets, excluding real property to secure the line of credit.
The line of credit agreement required the Company to maintain certain
minimum financial ratios and, among other things, to obtain approval
from the bank before the Company could permit any additional
encumbrances on its assets, guaranteed or incurred any additional
indebtedness, declared or paid dividends, or incurred annual capital
expenditures and/or acquisition expenses in an amount in excess of its
annual depreciation and amortization expense.
At December 31, 1996, Control Chief Corporation had outstanding
$13,039 of debt that is being repaid through March, 1997 at 8%
interest. This seller-financed debt arises from the purchase of the
net operating assets of NTR Technologies, Inc. effective March 1,
1995.
On December 8, 1995, the Company borrowed $850,000 from its principal
depository, National City Bank, under an installment loan agreement.
This term loan was obtained for the purpose of consolidating pre-existing
long-term loans of Control Chief and Bradford Classics Woodworking,
Inc. As of December 31, 1996, a total of $471,011 was outstanding
under this term loan; however, this term loan was refinanced on January
15, 1997. Amounts outstanding under this loan were subject to interest
at a variable rate equal to the bank's commercial base rate plus
5/8% and were repayable in 41 consecutive monthly installments of
$23,720, with a final payment of $21,141 due June 8, 1999. The
Company and its US subsidiaries have granted National City Bank a
general security interest in all of their assets, excluding real
property to secure this loan. The Company was 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 permitting any additional
encumbrances on its assets, guaranteeing or incurring any addition
indebtedness, or declaring dividends. During the quarter ended
December 31, 1996, the Company paid down this term loan by
approximately $178,000 from the proceeds of the September 14, 1996
auction of the fixed assets and inventory of Bradford Classics
Woodworking, Inc.
Effective January 15, 1997, the Company refinanced the line of credit
and term loan agreements with National City Bank of Pennsylvania.
The Company obtained a new commercial demand line of credit in the
amount of $750,000, with a variable interest rate equal to the
prime rate. An initial borrowing on the new line of credit was
used to pay off the balance of the old line of credit existing at
December 31, 1996. The line of credit is being used to finance
accounts receivable and inventory of the Company. The line of credit
is subject to an annual review by the bank each November.
In addition to the line of credit loan, the Company obtained a new
commercial term loan, dated January 15, 1997, in the amount of
$650,000. The proceeds of this loan were used to pay off the existing
term loan at December 31, 1996, and to finance the purchase of new
equipment. The new term loan bears interest at 8.47% and is being
repaid in forty-eight (48) monthly principal and interest
installments of $16,050.
The new commercial line of credit and term loan are collateralized by
a general security interest in all of the business assets of the Company.
The Company's working capital increased by $202,450 or 13% as
compared with the balance as of June 30, 1996. The Company's current
ratio increased slightly to 1.85 at December 31, 1996 from 1.78 at
June 30, 1996.
The Company currently has a commitment in the amount of $179,000 for the
purchase of a new computer system and related software and hardware.
The Compnay believes its current working capitalis sufficient for its
operations.
Results of Operations
Net sales from continuing operations for the quarter ended December
31, 1996 increased overall by $424,379 or 23.3% as compared to the
same quarter for last year, and increased overall by $631,753 or
17.6% for the six month period then ended as compared to the same six
months for last year. Control Chief, the Company's domestic
subsidiary, accounted for $364,096 or 22.8% of the overall increase
for the quarter ended and $514,619 or 16.2% of the overall increase
for the six months ended December 31, 1996 as compared to the same
periods of the previous year. Control Chief (UK) Limited, the
Company's foreign subsidiary, accounted for $60,283 or 27.2% of the
Company's overall increase for the quarter and $117,134 or 28.6% of
the overall increase for the six months ended December 31, 1996 as
compared to the same periods of the previous year. This increase is
reflects the increased sales of the foreign subsidiary's
transformer components during the quarter and six months ended
December 31, 1996.
Cost of products sold increased by $293,783 or 27.9% for the quarter
and $352,552 or 16.8% for the six months ended December 31, 1996 as
compared to the same periods for last year. Cost of products sold at
the Company's domestic subsidiary, Control Chief increased by
$230,236 or 25.6% for the quarter and $274,342 or 15.1% for the six
months ended December 31, 1996 as compared to the same periods last
year. These overall increases in the cost of products sold for the
Company's domestic subsidiary are consistent with the overall increases
in the net sales from continuing operations for the comparable
periods. Control Chief (UK) Limited accounted for $63,547 or 41.3%
of the increase for the quarter and $78,210 or 27.8% for the six
months ended December 31, 1996 as compared with the same periods last
year. These increases are consistent with the increases in the
Company's foreign sales and products mixes.
Selling, general and administrative costs decreased by $20,784 or
3.1% for the quarter and increased by $12,469 or 1% for the six
months ended December 31, 1996 as compared with the same period for
last year. This overall decrease for the quarter and slight increase
for the six months ended December 31, 1996, as compared to the same
periods for last year, reflect relatively stable sales, marketing and
administrative forces in all segments and stable costs as compared to
the overall increases in net sales from continuing operations for the
comparable periods.
Research and development costs decreased by $5,051 for the quarter
and decreased by $728 for the six months ended December 31, 1996 as
compared with the same periods last year. The Company continues to
invest funds in research and development to stay abreast of
technological changes, enhancement of current products and
development of new product lines in the electronic components and
devices segment. 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 decreased by $10,120 or 30.3% for the
quarter and $24,847 or 32.2% for the six months ended December 31,
1996 as compared to the same periods for last year. This decrease
reflects an overall reduction of the Company's long-term and
short-term debt and a decrease in National City Bank's commercial
base interest rate as compared to the same period last year.
Net earnings from continuing operations increased by $121,695 for the
quarter and increased by $210,958 for the six months ended December
31, 1996, as compared to the same periods for last year. The
provision for income taxes for the six months ended December 31, 1996
on pre-tax income of $378,088 was $139,000 or 36.8%. The provision
for income taxes for the six months ended December 31, 1995 on pre-tax
income of $75,830 was $47,700 or 62.9%. The overall decrease in
the rate of income taxes on earnings from continuing operations from
62.9% at December 31, 1995 to 36.8% at December 31, 1996 is
attributed to the decrease in pre-tax losses of the Company's foreign
operations. Pre-tax loss of the Company's foreign subsidiary,
Control Chief (UK) Limited, for the six months ended December 31,
1996 decreased by $19,634 as compared to the same six month period
for last year. The foreign subsidiary's decrease in pre-tax loss
increases profitability for financial statement purposes but is not
reflected when calculating taxable income. The provision for income
taxes on the Company's domestic subsidiary increased from
approximately 36% on pre-tax income for the six months ended December
31, 1995 to approximately 46% on pre-tax income for the six months
ended December 31, 1996. During the six months ended December 31,
1996 and 1995, no beneficial tax credits were available.
The Company improved its earnings to $.17 per common share from
continuing operations for the quarter ended December 31, 1996, as
compared to $.02 per common share for the comparable period of a year
ago. The Company's earnings for the six months ended December 31,
1996 improved to $.29 per common share from continuing operations as
compared to $.04 per common share from continuing operations for the
same six month period ended December 31, 1995. The Company
experienced a loss of $.02 per common share from discontinued
operations for the six months ended December 31, 1996 as compared to
earnings of $.01 per common share for the quarter ended December 31,
1995, and a loss of $.03 per common share from discontinued operations
for the six months ended December 31, 1995. Overall earnings
increased to $.15 per common share for the quarter ended and $.24 for
the six months ended December 31, 1996 from $.03 per common share for
the quarter ended and $.01 per common share for the six months ended
December 31, 1995.
Net trade receivables at December 31, 1996 increased by $415,440 or
26.3% as compared with the balance as of June 30, 1996. The increase
is consistent with the increase in net sales for the six month period
for the domestic and foreign operations.
Inventories in total increased $40,548 or 2.5% at December 31, 1996
as compared to June 30, 1996. Of this overall increase, inventory
attributable to Company's foreign subsidiary, Control Chief (UK)
Limited, increased by $12,725 or 5.8%. Control Chief, the Company's
domestic subsidiary, accounted for $27,823 or 1.9% of the remaining
overall increase. The majority of the overall total increase in
inventory is largely attributable to increases in the subsidiaries'
work in process inventories at December 31, 1996. The increase in
the work in process inventory at December 31, 1996 as compared to
June 30, 1996 results from a number of customer systems being in
various stages of completion.
Prepaid items decreased by $81,021 or 62.1% as compared with the
balance as of June 30, 1996. This overall Company decrease in
prepaid items results from an increase in the tax provision for the
six month period ended December 31, 1996. The Company also maintains
the practice 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.
Property, plant and equipment, at cost increased by $67,497 or 3.9% as
compared with the balance as of June 30, 1996. This increase reflects the
initial commitment for the Company's purchase of a new computer system.
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.
As of December 31, 1996, the Company had agreed not to
declare or pay dividends unless specific written approval
was received from National City Bank. Additionally, the
Company had agreed to comply with additional bank covenants.
These covenants were eliminated by National City Bank upon
the January 15, 1997 refinancing.
ITEM 4. Submission of Matters to a Vote of Security Holders
a) An annual meeting of the Shareholders of the Company was held
on November 15, 1996.
b) Election of seven Directors.
Director For Against
Douglas S. Bell 677,858 1,075
Robert E. Crofford 641,373 37,560
Christopher G. Hauser 677,908 1,025
Arvid R. Nelson 669,952 8,981
C. Lawrence Shields 669,952 8,981
Patrick G. Shields 669,952 8,981
N. James Sekel 677,896 1,037
c) Approve appointment of Diefenbach, Delio, Kearney and DeDionisio
as independent certified public accountants of the Company.
For Against Abstain
677,308 500 225
ITEM 6. Exhibits and Reports on Form 8-K
a) Exhibit 27. Financial Data Schedule
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: February 18, 1997 By:\s\ Douglas S. Bell
Douglas S. Bell
Chairman of the Board,
Chief Executive Officer and
President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from SEC
Form 10-QSB and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> DEC-31-1996
<CASH> 22,080
<SECURITIES> 0
<RECEIVABLES> 2,056,252
<ALLOWANCES> 58,742
<INVENTORY> 1,693,753
<CURRENT-ASSETS> 3,822,213
<PP&E> 1,801,840
<DEPRECIATION> 1,391,736
<TOTAL-ASSETS> 4,447,820
<CURRENT-LIABILITIES> 2,063,633
<BONDS> 0
0
0
<COMMON> 405,776
<OTHER-SE> 1,645,040
<TOTAL-LIABILITY-AND-EQUITY> 4,447,820
<SALES> 4,214,051
<TOTAL-REVENUES> 4,229,343
<CGS> 2,454,528
<TOTAL-COSTS> 2,454,528
<OTHER-EXPENSES> 1,344,457
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 52,270
<INCOME-PRETAX> 378,088
<INCOME-TAX> 139,000
<INCOME-CONTINUING> 239,088
<DISCONTINUED> (43,782)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 195,306
<EPS-PRIMARY> .24
<EPS-DILUTED> .24
</TABLE>
