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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999,
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to .
Commission File Number: 0-1227
CHICAGO RIVET & MACHINE CO.
(Exact name of registrant as specified in its charter)
Illinois 36-0904920
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
901 Frontenac Road, Naperville, IL 60563
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (630) 357-8500
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS
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Common Stock -- $1.00 Par Value
(including Preferred Stock Purchase Rights)
NAME OF EACH EXCHANGE
ON WHICH REGISTERED
--------------------
American Stock Exchange
(Trading privileges only, not registered)
Securities registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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 IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [ ]
STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES
OF THE REGISTRANT. THE AGGREGATE MARKET VALUE SHALL BE COMPUTED BY REFERENCE TO
THE PRICE AT WHICH THE STOCK WAS SOLD, OR THE AVERAGE BID AND ASKED PRICES OF
SUCH STOCK, AS OF A SPECIFIED DATE WITHIN 60 DAYS PRIOR TO THE DATE OF FILING.
$22,035,702 AS OF JANUARY 31, 2000
COMMON SHARES OUTSTANDING AS OF JANUARY 31, 2000 WERE 1,138,096 ($1 PAR VALUE)
DOCUMENTS INCORPORATED BY REFERENCE
(1) PORTIONS OF THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR
ENDED DECEMBER 31, 1999 (THE "1999 REPORT") ARE INCORPORATED BY REFERENCE IN
PARTS I, II AND IV OF THIS REPORT.
(2) PORTIONS OF THE COMPANY'S DEFINITIVE PROXY STATEMENT WHICH IS TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE
COMPANY'S 2000 ANNUAL MEETING OF SHAREHOLDERS ARE INCORPORATED BY REFERENCE IN
PART III OF THIS REPORT.
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PAGE 1 OF ______
EXHIBIT INDEX IS ON PAGE ______
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CHICAGO RIVET & MACHINE CO.
PERIOD ENDING DECEMBER 31, 1999
Item Page
No. No.
- --- Part I ---
1. Business 3
2. Properties 4
3. Legal Proceedings 4
4. Submission of Matters to a Vote of Security Holders 5
Part II
5. Market for Registrant's Common Equity and Related
Stockholder Matters 6
6. Selected Financial Data 7
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
7a. Quantitative and Qualitative Disclosures About Market Risk 12
8. Financial Statements and Supplementary Data 12
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 12
Part III
10. Directors and Executive Officers of the Registrant 13
11. Executive Compensation 13
12. Security Ownership of Certain Beneficial Owners and
Management 13
13. Certain Relationships and Related Transactions 13
Part IV
14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K 14
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PART I
ITEM 1 - BUSINESS
Chicago Rivet & Machine Co. (the Company) was incorporated under the
laws of the State of Illinois in December, 1927, as successor to the business of
Chicago Rivet & Specialty Co. The Company operates in two segments of the
fastener industry: Fasteners and Assembly Equipment. The Fastener segment
consists of the manufacture and sale of rivets, cold-headed fasteners and parts
and screw machine products. The Assembly Equipment segment consists primarily of
the manufacture of automatic rivet setting machines, automatic assembly
equipment, parts and tools for such machines, and the leasing of automatic rivet
setting machines. For further discussion regarding the Company's operations see
Note 1 which appears on page 8 of the Company's 1999 Annual Report to
Shareholders, incorporated herein by reference. The 1999 Annual Report is filed
as an exhibit to this report.
The principal market for the fastener industry operations is the
automotive and appliance industries within the United States. Sales are
solicited by employees and by independent sales representatives.
The segments in which the Company operates are characterized by active
and substantial competition. No single company dominates the industry. The
Company's competitors include both larger and smaller manufacturers, and
segments or divisions of large, diversified companies with substantial financial
resources. Principal competitive factors in the market for the Company's
products are quality, service, reliability and price.
The Company serves a wide variety of customers. Sales revenues are
primarily derived from sales to customers involved, directly or indirectly, in
the manufacture of automobiles and appliances. Information concerning backlog of
orders is not considered material to the understanding of the Company's business
due to relatively short production cycles. The level of business activity for
the Company is closely related to the overall level of industrial activity in
the United States. During 1999, sales to two customers exceeded 10% of the
Company's consolidated revenues. Sales to Bundy Corporation accounted for
approximately 17% of the Company's consolidated revenues in 1999 and 15% in 1998
and 1997. Sales to Fisher Dynamics Corporation accounted for approximately 11%,
10% and 11% of the Company's consolidated revenues in 1999, 1998 and 1997,
respectively.
The Company's business has historically been somewhat stronger during
the first half of the year.
In conformity with industry practice, the Company generally does not
provide credit terms in excess of thirty days.
The Company purchases raw materials from a number of sources, primarily
within the United States. There are numerous sources of raw materials, and the
Company does not have to rely on a single source for any of its requirements.
The Company is not aware of any significant problem in the availability of raw
materials used in its production.
Patents, trademarks, licenses, franchises and concessions are not of
significant importance to the business of the Company.
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The Company does not engage in basic research activities, but rather in
ongoing product improvement and development. The amounts spent on product
development activities in the last three years were not material.
At December 31, 1999, the Company employed 395 people.
The Company has no foreign operations, and sales to foreign customers
represent only a minor portion of the Company's total sales.
ITEM 2 - PROPERTIES
The Company conducts its manufacturing and warehousing operations at
five plants, which are described below. All Company-owned properties are held in
fee and are used for the manufacture and warehousing of the Company's products.
All plants are considered suitable and adequate for their present use. The
Company also currently maintains a small sales office in Norwell, Massachusetts
in a leased facility.
Of the properties described below, the Jefferson, Iowa and the Madison
Heights, Michigan facilities are used entirely in the fastener segment. The
Albia, Iowa facility is used exclusively in the assembly equipment segment. The
Tyrone, Pennsylvania and the Naperville, Illinois facilities are utilized in
both operating segments.
Plant Locations and Descriptions
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Naperville, Illinois Brick, concrete block and
partial metal construction with
metal roof.
Tyrone, Pennsylvania Concrete block with small
tapered beam type warehouse.
Jefferson, Iowa Steel tapered beam construction.
Albia, Iowa Concrete block with prestressed
concrete roof construction.
Madison Heights, Michigan Concrete, brick and partial
metal construction with metal
roof.
ITEM 3 - LEGAL PROCEEDINGS
The Company is, from time to time, involved in litigation, including
environmental claims, in the normal course of business. With regard to
environmental claims, the Company has been named by state and/or federal
government agencies as a "potentially responsible party" with respect to certain
waste disposal sites. As a potentially responsible party, the Company may be
considered jointly and severally liable, along with other potentially
responsible parties, for the cost of remediation of these waste sites. The
actual cost of remediation is presently unknown. Despite the joint and several
nature of liability, these proceedings are frequently resolved on the basis of
the quantity and type of waste disposed by the parties. The actual amount of
liability for the Company is unknown due to disagreement concerning the
allocation of responsibility, uncertainties regarding the amount of contribution
that will be available from other parties and uncertainties related to insurance
coverage. After investigation of the quantities and type of waste disposed at
these sites, it is management's opinion that any liability will not be material
to the Company's financial condition. At a number of waste disposal sites, the
issues affecting the Company, have been favorably resolved, or are nearing
resolution, and accordingly, the Company has reduced the amount of reserves
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recorded in connection with these sites. Nevertheless, it is likely that the
Company will incur additional costs associated with the remaining proceedings
and, accordingly, the Company has recorded a total liability of $25,000 related
to these matters. The adequacy of this reserve will be reviewed periodically as
more definitive cost information becomes available.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the Company's shareholders during
the fourth quarter of 1999.
Executive Officers of the Registrant
The names, ages and positions of all executive officers of the Company,
as of March 24, 2000, are listed below. Officers are elected annually by the
Board of Directors at the meeting of the directors immediately following the
Annual Meeting of Shareholders. There are no family relationships among these
officers, nor any arrangement or understanding between any officer and any other
person pursuant to which the officer was selected.
Number of years
Name and Age of Officer Position an Officer
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John A. Morrissey 64 Chairman, Chief 20
Executive Officer
John C. Osterman 48 President, Chief 16
Operating Officer
and Treasurer
Donald P. Long 48 Vice-President Sales 5
Kimberly A. Kirhofer 41 Secretary 9
- - Mr. Morrissey has been Chairman of the Board of Directors of the
Company since November 1979, and Chief Executive Officer since August
1981. He has been a director of the Company since 1968.
- - Mr. Osterman has been President, Chief Operating Officer and Treasurer
of the Company since September 1987. He was Assistant Secretary from
November 1983 to May 1985 when he became Assistant Vice
President-Administration. He became Vice President-Administration in
May 1986 and was named Executive Vice President in May 1987. He has
been a director of the Company since May 1988.
- - Mr. Long has been Vice President-Sales of the Company since November
1994, and was Director of Sales and Marketing of the Company from March
1993 through November 1994. Prior to that, he was employed by Townsend
Engineered Products, a maker of rivets, cold-formed fasteners and rivet
setting equipment in various sales management positions for more than
5 years.
- - Mrs. Kirhofer has been Secretary of the Company since August 1991, and
was Assistant Secretary of the Company from February 1991 through
August 1991. Prior to that, she held various administrative positions
with the Company since May 1983.
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PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND
RELATED SECURITY HOLDER MATTERS
The Company's common stock is traded on the American Stock Exchange
(trading privileges only, not registered). As of December 3, 1999 there were 425
record holders of such stock. The information on the market price of, and
dividends paid with respect to, the Company's common stock, set forth in the
section entitled "Information on Company's Common Stock" which appears on page
12 of the 1999 Annual Report is incorporated herein by reference. The 1999
Annual Report is filed as an exhibit to this report.
On November 22, 1999, the Board of Directors of the Company declared a
dividend distribution of one right for each outstanding share of Common Stock to
shareholders of record at the close of business on December 3, 1999. Each right
entitles the registered holder to purchase from the Company one one-hundredth of
a share of Series A Junior Participating Preferred Stock, no par value per
share, at a purchase price of $90.00, subject to adjustment. The rights will
expire on December 2, 2009, unless such date is extended or the rights are
earlier redeemed or exchanged.
The rights become exercisable upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial ownership of
10% or more of the outstanding shares of Common Stock or the date a person has
entered into an agreement or arrangement with the Company or any Subsidiary of
the Company providing for an acquisition transaction (the "Stock Acquisition
Date") or (ii) 10 business days following the commencement of a tender offer or
exchange offer that would result in a person or group becoming an Acquiring
Person.
In the event that a person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock which the
independent directors determine to be fair and not inadequate and to otherwise
be in the best interests of the Company and its shareholders, after receiving
advice from one or more investment banking firms, each holder of a right (other
than the Acquiring Person) will thereafter have the right to receive, upon
exercise, Common Stock having a value equal to two times the exercise price of
the right.
At any time until ten days following the Stock Acquisition
Date, the Company may redeem the rights at a price of $.01 per right. For 180
days following a change in control of the Board of Directors of the Company,
that has not been approved by the predecessor Board of Directors, occurring
within 270 days of announcement of an unsolicited third party acquisition or
business combination proposal or of a third party's intent or proposal otherwise
to become an Acquiring Person, the new directors are entitled to redeem the
rights (assuming the rights would have otherwise been redeemable), including to
facilitate an acquisition or business combination transaction involving the
Company, but only (1) if they have followed certain prescribed procedures or (2)
if such procedures are not followed, and if their decision regarding redemption
and any acquisition or business combination is challenged as a breach of
fiduciary duty of care or loyalty, the directors (solely for purposes of the
effectiveness of the redemption decision) are able to establish the entire
fairness of the redemption or transaction.
The foregoing summary description of the rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, dated as of November 22, 1999, between the Company and First
Chicago Trust Company of New York, as Rights Agent, a copy of which is
incorporated by reference as Exhibit 4.1
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ITEM 6 - SELECTED FINANCIAL DATA
The section entitled "Selected Financial Data" which appears on page 11
of the 1999 Annual Report is incorporated herein by reference. The 1999 Annual
Report is filed as an exhibit to this report.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
When used in this discussion, the words "believe," "anticipated,"
"expected" and similar expressions are intended to identify "forward-looking
statements," which statements speak only as of the date thereof. Such statements
are subject to certain risks and uncertainties which could cause actual
circumstances to differ materially from those mentioned in this discussion,
including, but not limited to: (i) the ability of the Company to maintain its
relationships with its significant customers, (ii) increases in the prices of,
or limitations on the availability of, the Company's primary raw materials and
(iii) a downturn in the automotive industry, upon which the Company relies for
sales revenue, and which is cyclical and dependent on, among other things,
consumer spending, international economic conditions and regulations and
policies regarding international trade.
Readers are cautioned not to place undue reliance on these
forward-looking statements. The Company undertakes no obligation to publish
revised forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events. In addition to
the disclosures contained herein, readers are also urged to carefully review and
consider any risks and uncertainties contained in other documents filed by the
Company with the Securities and Exchange Commission.
RESULTS OF OPERATIONS
In most respects, 1999 was another very good year for Chicago Rivet &
Machine Co. The most important achievements include increases in revenue from
both the fastener and assembly equipment segments of our business and a
corresponding increase in net income. Other positives for the year include the
absence of any year 2000 (Y2K) issues as a result of the significant progress
toward full implementation of new information management technology and
significant investments in equipment that will enhance and expand our
manufacturing capabilities. Our financial condition remains solid, and we
believe we are well positioned to take advantage of opportunities that will
accompany the new year.
1999 COMPARED TO 1998
The Company's net sales and lease revenues increased approximately 9%,
totaling $49,080,257 in 1999, compared with $44,938,184 recorded in 1998.
Revenues within the fastener segment improved 10.5%, reflecting the strength of
the automotive industry, which represents the Company's largest market. While
revenue from sales within the assembly equipment segment improved 6.4%, lease
revenues in that segment declined compared to the prior year, which resulted in
a net increase in sales and lease revenues within the assembly equipment segment
of 5.3%. Overall, gross margins improved to $14,251,218, an increase of
approximately 7%, despite a charge of $910,000 associated with a product recall.
Selling and administrative expenses increased significantly,
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primarily due to expenditures for information technology, and net income
increased to $3,454,291.
The fastener segment produced the most dramatic changes compared with
1998. Revenues within this segment increased 10.5% to $37,486,536. This increase
was largely a reflection of very strong growth in the economy in general and
record levels of production within the automotive industry. The increased volume
levels contributed to generally higher margins as fixed costs, with the
exception of depreciation, remained relatively constant compared with 1998. The
strength of the employment market contributed to increases in wage levels that
slightly exceeded overall inflation level, and the limited availability of
skilled labor necessitated an increase in overtime expense in order to meet
increased demand within this segment of our operations. Despite the strong
market conditions prevalent throughout the year, our markets remain extremely
price competitive, and our ability to obtain price relief continued to be
limited. Fortunately, efforts to control manufacturing costs in other areas
continued to be successful, and the Company also benefited from negotiated
reductions in the costs of certain raw materials. While the fundamental
performance within this segment of our business was very successful, that
success was tarnished by a charge incurred in connection with a recall of
vehicles that contained certain non-conforming parts which were manufactured by
the Company. As previously reported, a settlement was successfully negotiated,
but total costs incurred in connection with this incident amounted to $944,000
before taxes, of which $910,000 was charged to cost of goods sold, offsetting a
portion of the positive improvements recognized in operations.
Revenues within the assembly equipment segment, as a whole, also
improved compared with 1998. However, competitive conditions caused the Company
to occasionally accept margins below those that were enjoyed in the past, and,
as a result, the increase in revenues was slightly biased toward products with
lower margins. In addition, increases in costs of raw materials and other
manufacturing expenses nearly offset the increase in revenues. As a result, the
margin increase within this segment was minimal.
Selling and administrative expenses increased slightly over 10%
compared with the prior year. Costs incurred in connection with implementation
of new data processing systems, including efforts related to mitigating the
impact of any potential Y2K issues, amounted to nearly $500,000 during the year
and represent the primary factor contributing to the increased level of selling
and administrative expense. Increases in data communications expense and
depreciation related to the new information system added an additional $103,000
to administrative expenses. Freight and shipping expenses, associated with
increased activity levels were higher by approximately $125,000 and profit
sharing expense increased by $123,000. Bad debt expense was reduced by $94,000
and travel expense declined by $50,000. Increases in salary expenses were
partially offset by a reduction in commission expense as a larger percentage of
sales was handled by Company employees.
Interest expense during 1999 decreased approximately $120,000 compared
with 1998 as the effect of higher interest rates was offset by a lower
outstanding balance on the loan. Interest income was approximately $51,000 lower
than that recorded in the prior year due to a reduction in the level of funds
available for investment in interest bearing accounts.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the amounts of revenue and expenses during
the reporting period. During interim periods, the Company uses estimated gross
profit rates to determine the cost of goods sold. Actual results can vary from
these estimates and these estimates are adjusted, as necessary, when actual
information is available. During the fourth quarter of 1999, net income included
net favorable adjustments to inventory, accruals and allowances
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aggregating $.09 per share. Similar adjustments in the fourth quarter of 1998
and 1997 amounted to $.05 per share and $.16 per share, respectively.
1998 COMPARED TO 1997
Net sales and lease revenues increased slightly compared with 1997,
totaling $44,938,184 for 1998, compared with $44,543,404 recorded during 1997.
Revenues in the fastener segment increased 3.7%, largely as a result of the
robust conditions in the automotive industry, which is the Company's primary
market. Conversely, revenues from the assembly equipment segment, which includes
sale of automatic assembly equipment, related tools and parts and lease revenue,
declined 7.0% compared to 1997. Several factors contributed to the decline in
revenue within the assembly equipment segment. The primary factor was a decline
in unit volume compared to 1997, which was an uncharacteristically strong year.
Also evident in 1998 was a noticeable change in product mix, with 1998 sales
consisting of more lower priced equipment compared to 1997. Finally, in order to
maintain certain customer relationships, the Company responded to competitive
pricing pressures by accepting margins below those historically associated with
its products in this segment.
The positive impact from the increased level of fastener business was
largely offset by increases in wages, higher costs related to health insurance
and additional tooling expense in connection with initial production of a
variety of new fasteners. In addition, depreciation expense increased 7.4%
compared to 1997 due to increased capital expenditures. Competitive conditions
within the fastener industry, in conjunction with our major customers'
continuing policy of not accepting price increases, restricted our ability to
increase prices sufficiently to recover these higher costs. The net result is
reflected in only nominal improvement in gross profit within this segment of our
operations. The Company's investment in newer, more efficient equipment and
procedures is intended to reduce costs as well as expand capabilities, and
should lead to improved operating margins in the future.
As would be expected given the 1998's lower volume, gross profits in
the assembly equipment segment declined compared to 1997. While variable costs
were reduced in proportion to the reduced level of operations, fixed costs
increased slightly due primarily to higher wage and depreciation expense.
Finally, the competitive situation discussed above also had an adverse impact
upon margins within this segment.
Selling and administrative expenses, net of certain favorable
adjustments to environmental reserve accounts, increased 5.8% compared to 1997.
Three factors comprised the majority of this increase. First, expenses incurred
in connection with the development and implementation of new data processing
software amounted to approximately $135,000; second, bad debt expense increased
by $145,000 due to the voluntary reorganization of a certain fastener customer;
and third, the Company incurred certain state taxes, totaling $225,000, during
1998. While the Company was subject to this same state tax in 1997, no tax
liability was incurred in that year due to certain deductions allowed in the
computation of the tax. In addition, the Company incurred higher selling expense
as a result of increased staffing designed to strengthen our presence in certain
key markets. A portion of these increased costs were offset by reductions in
commission expense, reductions in expenses related to attaining QS-9000
certification and a reduction in profit sharing expense.
Non-operating expense declined approximately 24% compared with 1997,
primarily as a result of reduced interest expense, which decreased from $546,666
in 1997 to $376,098 during 1998. This interest expense is related to borrowing
in connection with the 1996 acquisition of H & L Tool Company, Inc. The decrease
in interest expense reflects both lower interest rates in 1998 and a lower
principal balance outstanding compared with 1997. Interest income increase
approximately 12% compared with 1997 due primarily to higher level of investment
during the year.
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DIVIDENDS
The Company paid four regular quarterly dividends of $.18 per share
during 1999. In addition, an extra dividend of $.35 per share was paid during
the second quarter of 1999, bringing the total dividend payout to $1.07 per
share. On February 21, 2000 your Board of Directors declared a regular quarterly
dividend of $.18 per share, payable March 20, 2000 to shareholders of record
March 3, 2000. This continues the uninterrupted record of consecutive quarterly
dividends paid by the Company to its shareholders that extends over 66 years. At
that same meeting, the Board declared an extra dividend of $.35 per share,
payable April 20, 2000 to shareholders of record, April 5, 2000.
MACHINERY & EQUIPMENT
Investments in machinery and equipment totaled $1,709,527 during 1999.
Once again, investments in new equipment related to the manufacture of fasteners
accounted for the majority of these investments and amounted to $994,000 during
the year. Investments in hardware and software related to improved information
management technology totaled $267,000. A total of $181,000 was expended for the
purchase of a variety of test and inspection equipment related to quality
control initiatives. Investments in new machine tools used in the manufacture of
assembly equipment totaled $108,000. Approximately $41,000 was invested in new
telephone equipment and the balance was expended for the purchase, or repair, of
various, smaller machine tools and building repairs.
The Company made a number of significant investments in both equipment
and building improvements during 1998. Capital expenditures totaled nearly
$2,700,000. Expenditures related to new data processing systems, including
computer hardware and software, amounted to approximately $542,000. Expenditures
for the purchase of new equipment used in the manufacture of fasteners amounted
to $1,430,000. The Company also purchased a variety of new machine tools,
material handling equipment and inspection equipment valued at approximately
$313,000. Building improvements, which included the installation of new air
compressors at one facility and a new roof at another facility, amounted to
approximately $252,000. Investment in both new equipment and rebuilding of
existing equipment used to plate and heat treat fasteners amounted to $63,000. A
total of $51,000 was expended for the construction of new automatic rivet
setting equipment that is leased to customers. The balance was expended for a
variety of smaller office equipment and for the construction of new rivet
setting machines that will be used for demonstration purposes.
During 1997, capital investments totaled $963,917. Significant
expenditures included approximately $540,000 for equipment used in the
manufacture of fasteners and assembly equipment, $117,000 for data processing
and telecommunications equipment, building improvements amounting to $87,000 and
approximately $58,000 which was invested in new equipment related to quality
control. The balance consists of investments in material handling equipment and
other miscellaneous equipment.
Depreciation expense amounted to $1,711,721 in 1999, $1,498,302 in 1998
and $1,372,415 in 1997.
LIQUIDITY AND CAPITAL RESOURCES
Despite the significant capital investments described above, the
Company's working capital increased slightly during the year and amounted to
approximately $12.4 million at the end of 1999. Accounts receivable balances
increased somewhat compared to the prior year. This change reflects an increase
in the number of customers delaying payment beyond the agreed upon terms and
does not represent a deterioration in the quality of these receivables.
Increases in inventory balances are expected to be temporary as they reflect
increased stock levels as a hedge against potential Y2K disruptions and an
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additional increase in stock levels as a safeguard against potential, but
unexpected, disruptions related to migration to new information management
technology. Long-term debt was reduced by $1.8 million as the Company continued
to meet the repayment obligations of a commercial loan obtained in connection
with the 1996 acquisition of H & L Tool Company, Inc. The Company borrowed $9.0
million, on an unsecured basis, subject to certain customary covenants. Under
the terms of the note, the Company is scheduled to repay the principal in 20
quarterly installments of $450,000, plus interest computed on the unpaid balance
at a variable rate that is calculated under one of two methods: the London Inter
Bank Offering Rate, plus 80 basis points; or the lender's reference rate, less
75 basis points. This rate is adjusted quarterly. At year-end 1999, the rate was
approximately 6.75% and the unpaid balance of the note was $3.15 million.
In March, 2000, the Company initiated a tender offer for up to 225,000
shares of its outstanding common stock at a price between $20 and $23 per share.
Details of the offer were previously distributed to shareholders. In order to
fund this purchase, the Company has obtained a financing commitment for a term
loan of up to $9.0 million. This new borrowing will replace the existing loan
described above. The amount of the new borrowing will depend upon the amount and
price of shares tendered, and will be equal to the purchase cost of tendered
shares combined with the balance then outstanding under the existing business
loan. Under terms of the new commitment, principal payments are scheduled to be
made in quarterly installments of $450,000, together with interest computed on
the unpaid balance under one of two methods: the London Inter Bank Offering
Rate, plus 70 to 130 basis points, the specific rate to be determined quarterly
based upon certain financial ratios; or the lender's reference rate, less 25 to
50 basis points, determined quarterly depending upon certain financial ratios.
Capital expenditures are expected to total approximately $1.6 million during
2000. Management believes that this level of investment can be funded
internally; nevertheless, a $1.0 million line of credit, which was obtained from
Bank of America in connection with the acquisition, remains available to the
Company. There was no charge for this facility, which remained unused as of
December 31, 1999. The facility is scheduled to expire on May 30, 2000, but may
be extended beyond that date.
NEW ACCOUNTING STANDARDS
The Company's financial statements and financial condition were not,
and are not expected to be, materially impacted by any other new, or proposed,
accounting standards.
STOCK PURCHASE PROGRAM
Terms of a stock repurchase authorization originally approved by the
Board of Directors in February of 1990, and subsequently amended to permit the
repurchase of an aggregate of 200,000 shares, provide for purchases to be made
from time to time, in the open market or in private transactions, at prices
deemed reasonable by management. Purchases under the current repurchase
authorization have amounted to 150,596 shares at an average price of $15.27 per
share. This includes the purchase of 15,400 shares during 1999 at an average
price of $22.55 per share. It is management's intention to continue this
program, provided market conditions are favorable and funding for repurchases is
available.
YEAR 2000 COMPLIANCE
We are pleased to report that no significant Y2K disruptions were
incurred by the Company, its major customers or its suppliers. As previously
reported, the Company's primary approach to preventing anticipated Y2K issues
was directly related to its efforts to install a new information management
technology. While the investment in new technology provided a solution to
potential Y2K issues, it should also yield significant improvements in
day-to-day operations. It is not possible to separate the costs of this
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effort into segments solely related to Y2K issues and those associated with the
other benefits of this project. The total expenditures related to information
technology and other specific Y2K related costs amounted to approximately $1.3
million through the end of 1999.
OUTLOOK FOR 2000
The coming year will bring new opportunities, along with new
challenges. The Company has repeatedly demonstrated its ability to meet the
challenges that face manufacturing concerns. With the cooperation of our
employees and our valued suppliers, we have managed to maintain profitability in
the face of generally rising manufacturing costs in a market that has become
increasingly competitive and increasingly resistant to normal efforts to pass on
increased costs of doing business. While we have been successful in the past, we
recognize that future success will require continued emphasis on cost control as
well as new initiatives. Our recent investments in manufacturing equipment and
in information technology have positioned the Company to take advantage of
opportunities as they arise and are expected to contribute toward maintaining
profitability and increasing market share. However, costs continue to increase,
most notably wages and benefits, especially health insurance costs which are
expected to increase more than $400,000 in the coming year. Energy costs have
also increased recently, and it is too early to determine if increases in the
price of oil will manifest themselves in higher costs for other materials and
supplies. Given the administration's efforts to slow the economy, the recent
increase in oil prices and the uncertainties associated with an election year,
forecasting economic activity for the coming year is extremely difficult.
Through the first two months of 2000, incoming orders have been somewhat softer
than those enjoyed in the same period in the two prior years, suggesting,
perhaps, that revenues in the coming year will not equal the record levels
recorded in 1999. Nevertheless, we believe the Company is well positioned to
meet the challenges that lie ahead and, more importantly, to take advantage of
the opportunities the future will bring. We wish to express our appreciation to
our employees, our customers and our suppliers for their contributions to the
Company's success and we gratefully acknowledge the continued loyalty and
support of our shareholders.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Over time, the Company is exposed to market risks arising from changes
in interest rates. The Company has not historically used derivative financial
instruments.
As of December 31, 1999, $3.15 million of floating-rate debt was
exposed to changes in interest rates compared to $4.95 million at the prior year
end. This exposure was primarily linked to the London InterBank Offering Rate
and the lender's reference rate under the Company's term loan. A hypothetical
10% change in these rates would not have had a material effect on the Company's
annual earnings.
ITEM 8 - FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
See the sections entitled "Consolidated Financial Statements" and
"Financial Statement Schedule" which appear on pages 16 through 18 of this
report.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in or disagreements with accountants
requiring disclosure herein.
PART III
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ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information with respect to the Board of Directors' nominees for
directors that is not related to security ownership, which is set forth in the
section entitled "Election of Directors" on pages 4 through 8 of the Company's
2000 Proxy Statement, is incorporated herein by reference. The information with
regard to compliance with Section 16 (a) of the Exchange Act, which is set forth
at the end of the section entitled "Additional Information Concerning the Board
of Directors and Committees" on pages 7 and 8 of the 2000 Proxy Statement, is
incorporated herein by reference. The 2000 Proxy Statement is to be filed with
the Securities and Exchange Commission in connection with the Company's 2000
Annual Meeting of Shareholders. The information called for with respect to
executive officers of the Company is included in Part I of this Report on Form
10-K under the caption "Executive Officers of the Registrant."
ITEM 11 - EXECUTIVE COMPENSATION
The information set forth in the section entitled "Executive
Compensation" which appears on pages 9 through 12 of the Company's 2000 Proxy
Statement and the information relating to compensation of directors set forth in
the last paragraph of the section entitled "Additional Information Concerning
the Board of Directors and Committees" which appears on pages 7 and 8 of the
Company's 2000 Proxy Statement is incorporated herein by reference. The 2000
Proxy Statement is to be filed with the Securities and Exchange Commission in
connection with the Company's 2000 Annual Meeting of Shareholders.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The information set forth in the section entitled "Principal
Shareholders" on page 3 of the Company's 2000 Proxy Statement and the
information with respect to security ownership of the Company's directors and
officers set forth in the section entitled "Election of Directors" on pages 4
through 8 of the Company's 2000 Proxy Statement is incorporated herein by
reference. The 2000 Proxy Statement is to be filed with the Securities and
Exchange Commission in connection with the Company's 2000 Annual Meeting of
Shareholders.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information relating to the law firm of Morrissey & Robinson set
forth in the penultimate sentence of footnote (2) on page 6 of the Company's
2000 Proxy Statement is incorporated herein by reference. The 2000 Proxy
Statement is to be filed with the Securities and Exchange Commission in
connection with the Company's 2000 Annual Meeting of Shareholders.
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PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this
report:
1. Financial Statements:
See the section entitled "Consolidated Financial
Statements" which appears on page 16 of this report.
2. Financial statement schedule and supplementary
information required to be submitted.
See the section entitled "Financial Statement
Schedule" which appears on pages 17 through 19 of
this report.
3. Exhibits:
See the section entitled "Exhibits" which appears on
page 20 of this report.
(b) Reports on Form 8-K
1. The Company filed a Form 8-K on November 24, 1999.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Chicago Rivet & Machine Co. has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Chicago Rivet & Machine Co.
By /s/John C. Osterman
-------------------------
John C. Osterman, President
And Chief Operating Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
/s/John A. Morrissey Chairman of the Board of
- -------------------- Directors, Chief Executive
John A. Morrissey Officer and Member of the
Executive Committee
March 29, 2000
--------------
/s/John C. Osterman President, Chief Operating
- ------------------- Officer, Treasurer (Chief
John C. Osterman Financial Officer Principal
Accounting Officer), Member
of the Executive Committee
and Director
March 29, 2000
--------------
/s/John R. Madden Director and Member of the
- ----------------- Executive Committee and Member
of the Audit Committee
John R. Madden March 29, 2000
--------------
/s/Walter W. Morrissey Director, Member of Executive
- ---------------------- Committee and Member of Audit
Walter W. Morrissey Committee
March 29, 2000
--------------
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CHICAGO RIVET & MACHINE CO.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements, together with the notes thereto
and the report thereon of PricewaterhouseCoopers LLP dated March 6, 2000,
appearing on pages 5 to 11 of the accompanying 1999 Annual Report, and the
section entitled "Quarterly Financial Data (Unaudited)" appearing on page 12 of
the accompanying 1999 Annual Report are incorporated herein by reference. With
the exception of the aforementioned information and the information incorporated
in Items 1, 3, 5, 6 and 7 herein, the 1999 Annual Report is not to be deemed
filed as part of this Form 10-K Annual Report.
Consolidated Financial Statements from 1999 Annual Report (Exhibit 13 hereto):
Consolidated Balance Sheets (page 5 of 1999 Annual Report)
Consolidated Statements of Income (page 6 of 1999 Annual Report)
Consolidated Statements of Retained Earnings (page 6 of 1999 Annual Report)
Consolidated Statements of Cash Flows (page 7 of 1999 Annual Report)
Notes to Consolidated Financial Statements (8, 9, and 10 of 1999 Annual Report)
Report of Independent Accountants (page 11 of 1999 Annual Report)
Quarterly Financial Data (Unaudited) (page 12 of 1999 Annual Report)
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FINANCIAL STATEMENT SCHEDULE
1999, 1998 AND 1997
The following financial statement schedule should be read in
conjunction with the consolidated financial statements and the notes thereto in
the 1999 Annual Report. Financial statement schedules not included herein have
been omitted because they are not applicable or the required information is
shown in the consolidated financial statements or notes thereto.
Page
----
Financial statement schedule:
Valuation and Qualifying Accounts (Schedule VIII) 18
Report of Independent Accountants on
Financial Statement Schedule 19
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CHICAGO RIVET & MACHINE CO.
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
Additions
Balance at Charged to Balance
beginning Costs and Other At end
Classification of year Expenses Deductions Adjustments of year
- -------------- --------- --------- ---------- ----------- -------
1999
Allowance for doubtful
accounts,
Returns and
allowances $ 70,000 $ 47,679 $ 37,679 (1) $ -- $ 80,000
1998
Allowance for doubtful
accounts,
Returns and
allowances $123,022 $141,447 $141,447 (1) $ (53,022) (2) $ 70,000
1997
Allowance for doubtful
accounts,
Returns and
allowances $108,652 $ 48,412 $ 34,042 (1) $ -- $123,022
(1) Accounts receivable written off, net of recoveries.
(2) Balance sheet reclassification.
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Report of Independent Accountants on
Financial Statement Schedule
To the Board of Directors
of Chicago Rivet & Machine Co.
Our audits of the consolidated financial statements referred to in our report
dated March 6, 2000 appearing in the 1999 Annual Report to Shareholders of
Chicago Rivet & Machine Co. (which report and financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the Financial Statement Schedule listed in Item 14(a)(2) of this Form
10-K. In our opinion, this Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Chicago, Illinois
March 29, 2000
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CHICAGO RIVET & MACHINE CO.
EXHIBITS
INDEX TO EXHIBITS
Exhibit
Number Page
- ------ ----
2.1 Purchase and Sale Agreement dated February 18,
1993. Incorporated by reference to Company's
Current Report on Form 8-K, dated May 7, 1993.
2.2 Purchase and Sale Agreement dated September 18,
1996. Incorporated by reference from Company's
Current Report on Form 8-K, dated December 16,
1996.
3.1 Articles of Incorporation and Charter.
Incorporated by reference to Company's
report on Form 10, dated March 30, 1935.
3.2 Certified copy of articles of Amendment to
Articles of Incorporation, dated November 4,
1959. Incorporated by reference to Company's
report on Form 8-A, dated April 30, 1965.
3.3 Amendment of Articles of Incorporation
creating a class of 500,000 shares of no
par value preferred stock. Incorporated by
reference to Company's report on Form 10-K,
dated April 30, 1972.
3.4 Amended and Restated By-Laws, dated November 22, 1999.
Incorporated by reference to the
Company's report on Form 8-K, dated November 24, 1999.
3.5 Articles of Incorporation, as amended by the amendment to the
Articles of Incorporation, dated August 18, 1997. Incorporated
by reference to the Company's report on Form 10-K, dated March
27, 1998.
4.1 Rights Agreement, dated November 22, 1999,
between the Company and First Chicago Trust Company
of New York as Rights Agent. 21 through 98
*13 Annual Report to Shareholders for the year
ended December 31, 1999. 99 through 115
21 Subsidiaries of the Registrant. 116
27.1 Financial Data Schedule. 117
* Only the portions of this exhibit which are specifically
incorporated herein by reference shall be deemed to be filed
herewith.
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