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 March 31, 1998
[ ] 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 April 30, 1998 was 1,013,965 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 6 Exhibits and Reports on Form 8-K
SIGNATURES
<TABLE>
<PAGE>
PART I
ITEM 1 - FINANCIAL INFORMATION
CONTROL CHIEF HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
March 31, June 30,
1998 1997
----------- ---------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash $44,899 $132,007
Receivables
Trade, less allowance for doubtful
accounts of 60,035 and 59,750 1,807,688 1,387,739
Other 9,440 6,730
Inventories
Raw materials and subassemblies 1,414,460 1,122,751
Work in process 480,495 251,950
Prepaid income taxes - 89,368
Other prepaid items 23,400 20,512
Deferred income taxes 55,737 55,737
---------- ----------
Total current assets 3,836,119 3,066,794
---------- ----------
Property and Equipment, at cost
Leasehold improvements 185,049 121,422
Machinery and other equipment 1,603,621 1,568,280
---------- ----------
Total cost 1,788,670 1,689,702
Less accumulated depreciation 1,189,034 1,175,486
---------- ----------
Undepreciated cost 599,636 514,216
---------- ----------
Other Assets
Property of continuing operations held
for sale, less accumulated depreciation
of $214,458 at June 30, 1997 7,722 53,927
Note receivable-SPC Technologies, Inc. 94,863 96,147
Trade receivable-Aden Electronics Limited 45,025 71,304
Cash surrender value of officers' life
insurance less policy loans
of $73,320 and $71,113 9,318 11,525
---------- ----------
Total other assets 156,928 232,903
---------- ----------
$4,592,683 $3,813,913
========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
CONTROL CHIEF HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - CONTINUED
<CAPTION>
March 31, June 30,
1998 1997
----------- ----------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term debt $415,000 $245,000
Current maturities of long-term debt 155,464 203,976
Accounts payable trade 687,365 452,085
Accrued items
Salaries, wages, commissions and
related payroll taxes 350,715 363,748
Income taxes 6,699 -
Other 6,548 6,408
---------- ----------
Total current liabilities 1,621,791 1,222,705
---------- ----------
Other Liabilities
Long-term debt, less current maturities 315,978 456,582
Deferred income taxes 17,210 23,910
---------- ----------
Total other liabilities 333,188 480,492
---------- ----------
Stockholders' Equity
Common stock, authorized 5,000,000
shares of $.50 par value; issued
and outstanding 1,013,965 shares 506,982 506,982
Capital in excess of par value 1,120,651 1,122,495
Retained earnings 1,010,071 481,239
---------- ----------
Total stockholders' equity 2,637,704 2,110,716
---------- ----------
$4,592,683 $3,813,913
========== ==========
<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 Nine Months Ended
March 31, March 31,
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues
Net sales $2,298,016 $1,890,901 $6,320,983 $5,577,657
Gain on sale of
land and building - - 127,088 -
Other income 2,387 2,611 37,951 17,903
--------- --------- --------- ---------
Total revenues 2,300,403 1,893,512 6,486,022 5,595,560
--------- --------- --------- ---------
Costs and expenses
Cost of products sold 1,294,390 944,543 3,480,511 3,033,233
Selling, and general 615,118 571,478 1,759,631 1,653,986
Research and development 48,659 45,896 156,075 127,165
Interest expense 13,279 22,100 42,124 73,410
--------- --------- --------- ---------
Total costs 1,971,446 1,584,017 5,438,341 4,887,794
--------- --------- --------- ---------
Earnings from continuing
operations before taxes 328,957 309,495 1,047,681 707,766
Income taxes
Currently payable 139,200 141,480 444,400 283,080
Deferred (3,500) (1,200) (6,700) (3,800)
--------- -------- -------- ---------
135,700 140,280 437,700 279,280
--------- -------- -------- ---------
Earnings from
continuing operations 193,257 169,215 609,981 428,486
Discontinued operations
Earnings (loss), net - 19,606 - (44,359)
--------- ------- -------- ---------
Net earnings 193,257 188,821 609,981 384,127
Retained earnings at
beginning of period 857,385 377,936 481,239 182,630
Cash dividends paid (40,571) - (81,149) -
--------- -------- --------- --------
Retained earnings at
end of period $1,010,071 $566,757 $1,010,071 $566,757
========== ======== ========== ========
Earnings (loss)
per common share
Continuing operations $.19 $.17 $.60 $.42
Discontinued operations - .02 - (.04)
---- ---- ---- ----
$.19 $.19 $.60 $.38
==== ==== ==== ====
Cash dividends paid
per common share $.04 $ - $.08 $ -
Weighted average common
shares outstanding 1,013,965 1,013,965 1,013,965 1,013,965
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
CONTROL CHIEF HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Nine Months Ended
March 31,
1998 1997
--------- ----------
<S> <C> <C>
Cash flows from continuing operating activities
Earnings from continuing operations $ 609,981 $ 428,486
Adjustments to reconcile earnings from
continuing operations to net cash
provided by operating activities:
Depreciation and amortization 69,746 74,755
Deferred income taxes (6,700) (3,800)
Gain on sale of land and building (127,088) -
Change in assets and liabilities:
Increase in receivables (422,659) (84,625)
Increase in inventories (520,253) (131,194)
Decrease in prepaid items 114,966 107,250
Increase in accounts payable and accruals 229,085 310,868
-------- --------
Net cash provided by (used in)
continuing operating activities (52,922) 701,740
-------- --------
Cash flows from discontinued activities
Loss from discontinued operations - (44,359)
Adjustments to reconcile loss from
discontinued operations to net cash
used in discontinued activities:
Depreciation and amortization - 29,287
Increase in net assets of
discontinued operations - (2,728)
-------- --------
Net cash used in discontinued activities - (17,800)
-------- --------
Total net cash provided (used) (52,922) 683,940
-------- --------
Cash flows from investing activities
Proceeds from sale of land and building 150,000 -
Purchase of property, plant and equipment (131,873) (77,650)
Receipts of principal on note receivable 1,284 1,302
-------- --------
Net cash provided by (used in)
investing activities 19,411 (76,348)
-------- --------
Cash flows from financing activities
Net borrowings (repayments) short-term debt 170,000 (610,895)
Net borrowings (repayments) long-term debt (140,604) 37,663
Cash dividends paid (81,149) -
Purchase and retirement of
fractional common shares (1,844) -
-------- --------
Net cash used in financing activities (53,597) (573,232)
-------- --------
Effect of exchange rate changes on cash - (48,293)
-------- --------
Net decrease in cash (87,108) (13,933)
Cash at beginning of period 132,007 123,285
-------- --------
Cash at end of period $44,899 $109,352
======== ========
Cash paid during the period for:
Interest $42,125 $48,172
Income taxes 175,131 -
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
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. The accompanying financial information for
prior periods has also been restated for comparability due to
discontinued operations (see Note 4). The consolidated balance sheet
as of March 31, 1998, and the related consolidated statements of
operations and retained earnings and cash flows for the three and
nine month periods ended March 31, 1998 and 1997 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, 1997.
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 3 percent of earnings per
common share.
3. Cash Dividends Paid
The Board of Directors of the Company approved a cash dividend
totaling $40,578 payable on September 26, 1997 to holders of record
at the close of business on September 8, 1997. The Board of Directors
of the Company also approved a cash dividend totaling $40,571 payable
on February 19, 1998 to holders of record at the close of business on
February 6, 1998.
4. Stock Split
On February 6, 1998, the Company declared a one-for-four stock split
payable in the form of a stock dividend to shareholders of record as
of that same date. All references to common shares have been
retroactively restated to reflect the stock split. The Company's
Board of Directors authorized the stock split in order to enable the
Company to meet the recent changes in NASDQ, Small Cap Market,
listing requirements.
5. Discontinued Operations
On May 23, 1997, the Company's Board of Directors approved the
transfer of its foreign subsidiary, Control Chief (UK) Limited, to
one of its former employees who is now operating the Company under
the name Aden Electronics Limited. The transfer was done in lieu of a
closure and liquidation of the subsidiary due to its lack of
profitability. The disposal of Control Chief (UK) Limited was
effective as of June 30, 1997. This business unit has been accounted
for as a discontinued operation in the accompanying financial
statements and amounts for prior periods have been restated.
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 that was located
in Bradford, Pennsylvania. This business unit has been accounted for
as a discontinued operation in the accompanying financial statements
and amounts for prior periods have been restated. On September 14,
1996, the inventory and fixed assets of Tuna Valley were sold for
their approximate carrying amounts at June 30, 1996.
There was no activity relating to discontinued operations for the
three and nine month periods ended March 31, 1998. A summary of
certain operating results of the discontinued operations for the
three and nine month periods ended March 31, 1997 is as follows:
Three Months Nine Months
Ended Ended
March 31, March 31,
1997 1997
Net sales
Control Chief (UK) Limited $250,976 $778,270
Bradford Classics Woodworking, Inc. - -
-------- --------
$250,976 $778,270
======== ========
Control Chief (UK) Limited
Earnings (loss) from operations
before income taxes $8,499 ($11,685)
Income taxes - -
-------- --------
Earnings (loss) $8,499 ($11,685)
-------- --------
Bradford Classics Woodworking, Inc.
Earnings (loss) from operations
before income tax (benefit) 18,507 (40,655)
Loss on sale of assets - (14,519)
-------- --------
18,507 (55,174)
Income tax (benefit) 7,400 (22,500)
-------- --------
Earnings (loss) 11,107 (32,674)
-------- --------
Total earnings (loss), net of taxes $19,606 ($44,359)
======== ========
Included under the caption Other Assets in the accompanying balance
sheets at March 31, 1998 and June 30, 1997, are trade receivables of
$45,025 and $71,304, respectively, representing amounts that are due
from Aden Electronics Limited. The Company anticipates recovering
payments of this trade receivable over an extended period of time
beginning in 1997.
<PAGE>
PART I
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Business Changes
On May 23, 1997, the Board of Directors of the Company approved the
transfer of its foreign subsidiary, Control Chief (UK) Limited, to
one of its former employees who is now operating the Company under
the name Aden Electronics Limited. The transfer was done in lieu of a
closure and liquidation of the subsidiary due to its lack of
profitability. The disposal of Control Chief (UK) Limited was
effective as of June 30, 1997.
In May 1997, the Company moved the operations of its Lewis Run, PA
facility to its nearby facility located in Bradford, PA. In July
1997, the Lewis Run facility was sold.
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
Tuna Valley were sold for their approximate carrying amounts at June
30, 1996. Proceeds from the auction were used toward the payment of
remaining secured and unsecured creditors as of June 30, 1996.
The Financial Information found in Part I, Item 1, presents the
results of continuing operations of the Company's remaining operating
subsidiary, Control Chief Corporation. The results of operations for
Control Chief (UK) Limited and Bradford Classics Woodworking, Inc.
are reflected in the financial statements as discontinued operations.
Results of Operations
Net sales from continuing operations for the quarter ended March 31,
1998 increased $407,115 or 21.5% as compared to the same quarter last
year. For the nine-month period ended March 31, 1998, net sales from
continuing operations increased $743,326 or 13.3% as compared to the
nine-month period last year. This increase is reflective of the
continued demand for the Company's products, increases in its spare
parts sales and services, and is reflective of a growing economy.
Cost of products sold increased by $349,847 or 37% for the quarter
ended March 31, 1998 as compared to the same quarter last year. For
the nine-month period ended March 31, 1998, cost of products sold
increased by $447,278 or 14.7% as compared to the nine-month period
last year. This overall increase in the cost of products sold
coincides with the overall increase in the net sales for the three
and nine-month periods ended March 31, 1998.
Selling, general and administrative costs increased $43,640 or 7.6%
for the quarter ended March 31, 1998 as compared with the same period
last year. For the nine-month period ended December 31, 1998,
selling, general and administrative costs increased $105,645 or 6.4%
as compared to the nine-month period last year. This overall increase
reflects continued investment in areas of marketing, sales staffing
and travel. Management is expanding the sales and marketing of the
Company's products to domestic and foreign markets.
Research and development costs increased $2,763 or 6% for the quarter
ended March 31, 1998 as compared to the same period last year. For
the nine-month period ended December 31, 1998, research and
development costs increased $28,910 or 22.7% as compared to the
nine-month period last year. This increase reflects the Company's
continuing commitment to invest funds in research and development to
stay abreast of technological changes, enhance its current products
and develop new product lines. It is the Company's policy not to
release public information relating to its research and development
programs until new or enhanced products are ready for the market. 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 expense decreased $8,821 or 39.9% for the quarter ended
March 31, 1998 as compared to the same period last year. For the
nine-month period ended March 31, 1998, interest expense decreased
$31,286 or 42.6% as compared to the nine-month period last year. This
decrease is due to an overall reduction in the Company's short-term
and long-term debt from refinancing, increased earnings and an
improvement in the Company's working capital.
Earnings from continuing operations before income taxes were $328,957
for the quarterly period ended March 31, 1998, representing an
increase of $19,462 or 6.3% over the same period last year. For the
nine-month period ended March 31, 1998, earnings from continuing
operations before income taxes were $1,047,681, representing an
increase of $339,915 or 48% as compared to the nine-month period last
year. Included in the increase is a gain in the amount of $127,088
from the sale, in July 1997, of the Company's facility located in
Lewis Run, Pennsylvania. Excluding the gain, the increase was
$212,827 or 30% over the same period last year.
The provision for income taxes for the quarterly period ended March
31, 1998 on pretax income from continuing operations was $135,700 or
41.3%. The provision for income taxes for the quarterly period ended
March 31, 1997 on pretax income from continuing operations was
$140,280 or 45.3%. For the nine-month period ended March 31, 1998,
the provision for income taxes on pretax income from continuing
operations was $437,700 or 41.8%. For the nine-month period ended
March 31, 1997, the provision for income taxes on pretax income from
continuing operations was $279,280 or 39.5%.
Overall earnings, after income taxes, from continuing operations were
$193,257 for the quarterly period ended March 31, 1998 as compared to
earnings, after income taxes, from continuing operations of $169,215
for the quarterly period ended March 31, 1997. For the nine-month
period ended March 31, 1998, earnings from continuing operations were
$609,981 as compared to earnings from continuing operations of
$428,486 for the nine-month period ended March 31, 1997.
The Company's earnings per common share from continuing operations
were $.19 for the three-month period ended March 31, 1998. This
represents an increase of $.02 per common share from continuing
operations for the quarter over the previous three month period ended
March 31, 1997. For the nine-month period ended March 31, 1998,
earnings per common share from continuing operations were $.60 per
common share as compared to $.42 per common share for the same period
last year. Total net earnings per common share increased by $.22 per
share over the same nine-month period last year.
Net trade receivables at March 31, 1998 increased by $419,949 or
30.3% as compared to the balance at June 30, 1997. The increase is
due to the increase in year to date net sales.
Inventories increased by $520,254 or 37.8% at March 31, 1998 as
compared to June 30, 1997. This increase is reflective of the
Company's backlog increase.
Prepaid items decreased by $86,480 as compared to the balance at June
30, 1997. This overall decrease in prepaid items results from a
reduction in prepaid income taxes at June 30, 1997 that has been
offset by an increase in the tax provision for the nine-month period
ended March 31, 1998. 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.
There were no major additions of fixed assets during the nine-month
period ended March 31, 1998.
Accounts payable and accrued items, exclusive of income taxes,
increased by $222,387 at March 31, 1998 or 27% as compared to the
balance at June 30, 1997. This increase is reflective with the
increase in inventories.
On February 6, 1998, the Company declared a one-for-four stock split
payable in the form of a stock dividend to shareholders of record as
of that same date. All references to common shares have been
retroactively restated to reflect the stock split. The Company's
Board of Directors authorized the stock split in order to enable the
Company to meet recent changes in NASDAQ, Small Cap Market, listing
requirements.
Liquidity
The Company funds its need for liquidity and capital resources through
cash from operations, short-term and long-term borrowing. Effective
January 15, 1997, the Company refinanced the line of credit and term
loan agreements it had with National City Bank. In connection
therewith, the Company has granted National City a general security
interest in its assets, excluding real property.
The Company has a commercial demand line of credit in the amount of
$750,000, with a variable interest rate equal to the lender's prime
rate. 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. At March 31, 1998, $415,000
was outstanding under the line of credit.
In addition to the line of credit, the Company has a commercial term
loan, dated January 15, 1997, which had an original principal amount of
$650,000. This loan bears interest at 8.47% and is being repaid in
forty-eight (48) monthly principal and interest installments of
$16,050. At March 31, 1998, a total of $456,779 was outstanding under
this term loan.
In addition to the line of credit and term loan with National City
Bank, the Company has a term loan with GMAC Financing. The balance
outstanding at March 31, 1998 was $14,663.
The Company's working capital at March 31, 1998 was $2,214,328, which
reflects an increase of $370,239, or 20%, over its working capital of
$1,844,089 at June 30, 1997. The Company's current ratio was 2.36 at
March 31, 1998 compared to 2.51 at June 30, 1997.
The Company believes its current working capital position is sufficient
for its operations and does not anticipate any significant amounts are
needed for capital expenditures in the near future. The Company will,
however, continue to improve and upgrade its facility and obtain new
equipment as needed.
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
a) Exhibit 27.
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: May 15, 1998 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> 9-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> MAR-31-1998
<CASH> 44,899
<SECURITIES> 0
<RECEIVABLES> 1,877,163
<ALLOWANCES> 60,035
<INVENTORY> 1,894,955
<CURRENT-ASSETS> 3,836,119
<PP&E> 1,788,670
<DEPRECIATION> 1,189,034
<TOTAL-ASSETS> 4,592,683
<CURRENT-LIABILITIES> 1,621,791
<BONDS> 0
0
0
<COMMON> 506,982
<OTHER-SE> 2,130,722
<TOTAL-LIABILITY-AND-EQUITY> 4,592,683
<SALES> 6,320,983
<TOTAL-REVENUES> 6,486,022
<CGS> 3,480,511
<TOTAL-COSTS> 3,480,511
<OTHER-EXPENSES> 1,915,706
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 42,124
<INCOME-PRETAX> 1,047,681
<INCOME-TAX> 437,700
<INCOME-CONTINUING> 609,981
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 609,981
<EPS-PRIMARY> .60
<EPS-DILUTED> .60
</TABLE>
