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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
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, 2000,
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 or 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:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
Common Stock -- $1.00 Par Value American Stock Exchange
(including Preferred Stock Purchase Rights) (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 [CHECK MARK] 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.
$13,953,453 AS OF JANUARY 31, 2001
COMMON SHARES OUTSTANDING AS OF JANUARY 31, 2001 WERE 967,132 ($1 PAR VALUE)
DOCUMENTS INCORPORATED BY REFERENCE
(1) PORTIONS OF THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR
ENDED DECEMBER 31, 2000 (THE "2000 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 2001 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, 2000
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 6
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
7a. Quantitative and Qualitative Disclosures About Market Risk 11
8. Financial Statements and Supplementary Data 11
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 12
Part III
10. Directors and Executive Officers of the Registrant 12
11. Executive Compensation 12
12. Security Ownership of Certain Beneficial Owners and
Management 12
13. Certain Relationships and Related Transactions 12
Part IV
14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K 13
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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-formed 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 2000 Annual Report to
Shareholders, incorporated herein by reference. The 2000 Annual Report is filed
as an exhibit to this report.
The principal market for the fastener segment 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 2000, sales to two customers exceeded 10% of the
Company's consolidated revenues. Sales to TI Group Automotive Systems
Corporation accounted for approximately 19% of the Company's consolidated
revenues in 2000, 17% in 1999 and 15% in 1998. Sales to Fisher & Company
accounted for approximately 11%, 11% and 10% of the Company's consolidated
revenues in 2000, 1999, and 1998, respectively.
The Company's business has historically been somewhat stronger during
the first half of the year.
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, 2000, the Company employed 366 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 five plants are owned by the Company
and 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 facilites are utilized in both
operating segments.
Plant Locations and Descriptions
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, Concrete, brick and partial metal construction with
Michigan 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
recorded in connection with these sites. Nevertheless, it is likely that the
Company
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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 2000.
Executive Officers of the Registrant
The names, ages and positions of all executive officers of the Company,
as of March 24, 2001, 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
- ----------------------- -------- ---------------
John A. Morrissey 65 Chairman, Chief 21
Executive Officer
John C. Osterman 49 President, Chief 17
Operating Officer
and Treasurer
Donald P. Long 49 Vice-President Sales 6
Kimberly A. Kirhofer 42 Secretary 10
Michael J. Bourg 38 Controller 2
- - 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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- - Mr. Bourg has been Controller of the Company since December 1998. Prior
to that, he was Accounting Manager at Fuchs Lubricants Co., a
manufacturer of industrial lubricants, for two years and prior to that
was employed by the public accounting firm of McGladrey & Pullen, LLP
as a public accountant, for more than five years.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY 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 31, 2000 there were
374 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 2000 Annual Report is incorporated herein by reference. The 2000
Annual Report is filed as an exhibit to this report.
ITEM 6 - SELECTED FINANCIAL DATA
The section entitled "Selected Financial Data" which appears on page 11
of the 2000 Annual Report is incorporated herein by reference. The 2000 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
This discussion contains certain "forward-looking statements" which are
inherently subject to risks and uncertainties that may cause actual events to
differ materially from those discussed herein. Factors which may cause such
differences in events include, among other things, our ability to maintain our
relationships with our significant customers; increases in the prices of, or
limitations on the availability of, our primary raw materials; or a downturn in
the automotive industry, upon which we rely 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.
Many of these factors are beyond our ability to control or predict. Readers are
cautioned not to place undue reliance on these forward-looking statements. We
undertake 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
The long running economic expansion that the U.S. economy has enjoyed
appears to have run its course. Though there may be some debate as to the extent
of the slowdown in the overall economy, there is little doubt that the
manufacturing sector slowed dramatically during 2000. Despite record automobile
sales, companies operating within
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that segment of the economy generally posted weaker results than in the prior
year. This was the case for Chicago Rivet. The softness in new orders that we
reported early in 2000 continued to characterize our markets throughout the
year, and the softening accelerated during the second half. In view of these
conditions, which contributed to both lower revenues and reduced income compared
to the record performance in 1999, our results for the year were respectable.
2000 COMPARED TO 1999
Conditions in our major markets tended to weaken as the year
progressed. As a result, net sales and lease revenues declined to $45,423,263 in
2000. On an overall basis, this represents a decline of 7.5% compared to the
record level of $49,080,257 recorded in 1999. Revenues within the fastener
segment, which began 2000 at a slightly stronger pace than in the prior year,
ended the year at $35,735,699, a decline of 4.7% compared to 1999, as the second
half of the year was characterized by business levels that were sharply lower
than the preceding six months. This downturn is attributable to a decline in the
level of activity within the motor vehicle and automotive parts sector of the
economy upon which we depend for the majority of our fastener revenues. Within
the assembly equipment segment, demand was comparatively soft early in the year,
and became weaker as the year progressed. As a result, revenues for the full
year declined approximately 16% compared to 1999, totaling $9,687,564 during
2000.
Given the reduced operating levels, gross margins within the fastener
segment declined compared to the prior year. However, there were other
significant factors that impacted gross margins. Among them were increases in
wage levels necessary to retain skilled labor in the face of very tight labor
markets, increases in the cost of tooling and supplies used in manufacturing,
significantly higher costs for health insurance and higher depreciation expense
associated with recent investments in new manufacturing equipment. While
competitive situations continued to hamper our ability to recover the higher
costs outlined above, favorable conditions in the market for raw materials
enabled us to negotiate modest reductions in the prices paid for certain raw
materials. Overall, however, the combination of lower volume and generally
higher manufacturing costs caused gross margins within the fastener segment to
fall to 22.3% compared to 23.9% in the prior year.
During 2000, revenues within the assembly equipment segment declined
approximately 16% compared to 1999. Most of this decline was a function of
reduced unit sales, as demand was comparatively weak throughout the year. Gross
margins declined from approximately 45% in 1999 to 42% in 2000, due in part to a
continued shift toward lower priced and lower margin equipment, and also
reflects the impact of higher health insurance costs. Most other costs of
manufacturing were reduced to levels consistent with the lower operating levels.
Selling and administrative expenses declined 3.6% compared with 1999.
Costs incurred in connection with the implementation of new data processing
systems declined substantially compared with 1999, but still remained at higher
than normal levels for most of the current year. Both commission expense and
profit sharing expense declined in proportion with the decline in sales and
profits, respectively. Offsetting these changes were professional fees incurred
in connection with the Company's "Dutch auction" tender offer, higher health
insurance costs, and increases in salary expense.
Interest expense increased approximately $123,000 due primarily to
additional borrowing in connection with the tender offer and, to a lesser
extent, higher interest rates.
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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 for a portion of its
operations. Actual results can vary from these estimates and these estimates
are adjusted, as necessary, when actual information is available. During the
fourth quarter of 2000, net income included net favorable adjustments to
inventory, accruals and allowances aggregating $.10 per share. Similar
adjustments in the fourth quarter of 1999 and 1998 amounted to $.09 per share
and $.05 per share, respectively.
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 $13,361,375, an increase of
approximately 5%, despite a charge of $910,000 associated with a product recall.
Selling and administrative expenses increased significantly, 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 the 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 remained 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 approximately 8% compared
to 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 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 expense 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.
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DIVIDENDS
The Company paid four regular quarterly dividends of $.18 per share
during 2000. In addition, an extra dividend of $.35 per share was paid during
the second quarter of 2000, bringing the total dividend payout to $1.07 per
share. On February 19, 2001 the Board of Directors declared a regular quarterly
dividend of $.18 per share, payable March 20, 2001 to shareholders of record
March 5, 2001. These dividends continued the uninterrupted record of consecutive
quarterly dividends paid by the Company to its shareholders that extends over 67
years. At that same meeting, the Board declared an extra dividend of $.25 per
share, payable April 20, 2001 to shareholders of record, April 5, 2001.
MACHINERY AND EQUIPMENT
Capital investments totaled approximately $2.1 million during 2000.
Slightly over $1.9 million of this total was invested in new equipment related
to the production of fasteners. Of the amount expended within the fastener
segment, $1.5 million was invested in new cold heading and thread-forming
equipment and certain support equipment. This equipment will be utilized to
expand our capacity to manufacture certain specialty products for which demand
has exceeded our capacity. Certain obsolete heat treating equipment was replaced
at a cost of $276,000. The balance was expended for various smaller projects,
including new quality control equipment and building improvements. Within the
assembly equipment segment, capital expenditures totaled $150,372, primarily for
the replacement of machine tools used in the manufacture of perishable tooling
that is sold to our customers. The balance was expended for data processing
equipment and various office equipment.
Investments in machinery and equipment totaled $1,709,527 during 1999.
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
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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.
Depreciation expense amounted to $1,889,849 in 2000, $1,711,721 in 1999
and $1,498,302 in 1998.
LIQUIDITY AND CAPITAL RESOURCES
Working capital at year-end amounted to $12.0 million. Although this is
a slight decline from the prior year-end, the change is not unexpected given the
significant expenditures for new equipment made during the year. The decline in
accounts receivable balance at year-end reflects the fact that sales during the
latter portion of 2000 were substantially lower than during the same period in
the prior year. This sudden change in demand resulted in an opposite change in
inventory levels, which increased $280,000 compared to the end of 1999.
Production activity has been adjusted to compensate for the lower sales
activity, and we expect that inventories will be reduced to a level consistent
with current sales. In connection with a "Dutch auction" tender offer in April
2000, the Company obtained, on an unsecured basis, a financing commitment that
provided borrowing capacity of up to $9.0 million plus a $1.0 million line of
credit. The new borrowing was used to finance the unpaid balance of a 1996 loan
related to the acquisition of H & L Tool Company, Inc. ($2.7 million) and to
fund the purchase of stock under the terms of the "Dutch auction". At year-end,
the indebtedness under the term loan was approximately $5.2 million. Under the
terms of the note, the Company is scheduled to repay the principal in quarterly
installments of $450,000, plus interest computed on the unpaid balance at a
variable rate that is calculated under one of two methods, selected at the
option of the Company: the London Inter-Bank Offering Rate (LIBOR) plus an
applicable margin; or the lender's prime rate, less an applicable margin. The
applicable margin is based upon the funded debt ratio and, for any portion of
the loan that bears interest at the prime rate, this margin is up to 50 basis
points, and for any portion that bears interest at the LIBOR rate, it is up to
130 basis points. This rate is adjusted quarterly. At year-end 2000, the rate
was approximately 7.5%. Management believes that current cash, cash equivalents
and the available line of credit will be sufficient to provide adequate working
capital for the foreseeable future.
NEW ACCOUNTING STANDARDS
The Company's financial statements and financial condition were not,
and are not expected to be, materially impacted by any 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 of the
Company's common stock 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 161,996 shares at an
average price of $15.58 per share. This includes the purchase of 11,400 shares
during 2000 at an average price of $19.75 per share. It is management's
intention to continue this program, provided market conditions are favorable and
funding for repurchases is available.
In addition to the purchases described above, the Company purchased
159,564 shares at a price of $23.00 per share pursuant to a "Dutch auction"
tender offer completed in
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April 2000. Funding for the purchases was provided through additional borrowing
described above.
YEAR 2000 COMPLIANCE
We are pleased to report that no significant Y2K disruptions were
incurred by the Company.
OUTLOOK FOR 2001
As this is written, the economic outlook for the balance of 2001 is
uncertain. While experts continue to debate whether the economy is headed for a
recession, there is mounting evidence that the so-called old economy has been in
recession for the past several months. Certainly, we have seen demand in our
markets soften dramatically over that time period. While in many years our first
quarter is often our strongest quarter, bookings for the first quarter of 2001
are well below the levels that we would consider satisfactory. Anecdotal
evidence suggests that our situation is far from unique - especially in the
segment of the economy in which we operate. While we anticipate that conditions
will improve, when that improvement will be manifested is uncertain, and depends
in large measure upon factors over which we have little or no control.
In the interim, we have taken appropriate actions to adjust operating
levels to match the reduced level of demand that is prevalent in our markets.
Spending will be closely controlled, and every opportunity to reduce costs will
be evaluated. During 2000, we began a program to expand our capacity in certain
products where demand outpaced our capacity. We anticipate that program, which
should be completed in the second quarter of 2001, will have a positive impact
on both revenues and profits. However, the timing and magnitude of its
contribution to revenues and profits will depend, in part, upon a recovery in
the manufacturing sector of the economy.
The rapidly changing nature of the competitive arena will continue to
present new challenges and new opportunities. We believe that the Company can
continue to meet the challenges presented and take advantage of opportunities as
they arise. We recognize that success depends upon many factors and take this
opportunity to express our gratitude for the loyalty of our customers and for
the continued support of our shareholders. We also take this opportunity to
acknowledge the efforts of our dedicated and skilled workforce. Their
contributions are essential to the Company's success - both past and future.
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, 2000, $5.23 million of floating-rate debt was
exposed to changes in interest rates compared to $3.15 million at the prior
year-end. This exposure was primarily linked to the London Inter-Bank Offering
Rate and the lender's prime 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 15 through 18 of this
report.
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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
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
2001 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 2001 Proxy Statement, is
incorporated herein by reference. The 2001 Proxy Statement is to be filed with
the Securities and Exchange Commission in connection with the Company's 2001
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 2001 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 2001 Proxy Statement is incorporated herein by reference. The 2001
Proxy Statement is to be filed with the Securities and Exchange Commission in
connection with the Company's 2001 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 2001 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 2001 Proxy Statement is incorporated herein by
reference. The 2001 Proxy Statement is to be filed with the Securities and
Exchange Commission in connection with the Company's 2001 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
2001 Proxy Statement is incorporated herein by reference. The 2001 Proxy
Statement is to be filed with the Securities and Exchange Commission in
connection with the Company's 2001 Annual Meeting of Shareholders.
12
13
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 15 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 16 through 18 of this report.
3. Exhibits:
See the section entitled "Exhibits" which appears on page 19 of
this report.
(b) Reports on Form 8-K
1. The Company did not file any reports on Form 8-K during the
quarter ended December 31, 2000.
13
14
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
- --------------------
John A. Morrissey Directors, Chief Executive
Officer and Member of the
Executive Committee
March 29, 2001
/s/John C. Osterman President, Chief Operating
- -------------------
John C. Osterman Officer, Treasurer (Chief
Financial Officer, Principal
Accounting Officer), Member
of the Executive Committee
and Director
March 29, 2001
/s/John R. Madden Director, Member of the
- ------------------
John R. Madden Executive Committee and
Member of the Audit Committee
March 29, 2001
/s/Walter W. Morrissey Director, Member of Executive
- ----------------------
Walter W. Morrissey Committee
March 29, 2001
14
15
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 2, 2001,
appearing on pages 5 to 11 of the accompanying 2000 Annual Report, and the
section entitled "Quarterly Financial Data (Unaudited)" appearing on page 12 of
the accompanying 2000 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 2000 Annual Report is not to be deemed
filed as part of this Form 10-K Annual Report.
Consolidated Financial Statements from 2000 Annual Report (Exhibit 13 hereto):
Consolidated Balance Sheets (page 5 of 2000 Annual Report)
Consolidated Statements of Income (page 6 of 2000 Annual Report)
Consolidated Statements of Retained Earnings (page 6 of 2000 Annual Report)
Consolidated Statements of Cash Flows (page 7 of 2000 Annual Report)
Notes to Consolidated Financial Statements (8, 9, and 10 of 2000 Annual Report)
Report of Independent Accountants (page 11 of 2000 Annual Report)
Quarterly Financial Data (Unaudited) (page 12 of 2000 Annual Report)
15
16
FINANCIAL STATEMENT SCHEDULE
2000, 1999 AND 1998
The following financial statement schedule should be read in
conjunction with the consolidated financial statements and the notes thereto in
the 2000 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 II) 17
Report of Independent Accountants on Financial Statement Schedule 18
16
17
CHICAGO RIVET & MACHINE CO.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
Additions
Balance at Charged to Balance
Beginning Costs and Other At end
Classification of year Expenses Deductions Adjustments of year
- -------------- ---------- ---------- ------------ ----------- -------
2000
Allowance for doubtful
accounts,
Returns and
allowances $ 80,000 $ 58,993 $ 48,993 (1) $ - $ 90,000
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
(1) Accounts receivable written off, net of recoveries.
(2) Balance sheet reclassification.
17
18
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 2, 2001 appearing in the 2000 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 2, 2001
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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,
as amended February 19, 2001. 20 through 38
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.
Incorporated by reference to the Company's
report on Form 10-K, dated March 29, 2000.
*13 Annual Report to Shareholders for the year
ended December 31, 2000. 39 through 55
21 Subsidiaries of the Registrant. 56
* Only the portions of this exhibit which are specifically incorporated herein
by reference shall be deemed to be filed herewith.
19