CHICAGO RIVET & MACHINE CO - 10-Q Quarterly Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2003

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

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 (I.R.S. Employer
of Incorporation or Organization) Identification No.)

901 Frontenac Road, Naperville, Illinois 60563
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code (630) 357-8500

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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No
----- -----

As of September 30, 2003, 966,132 shares of the registrant's common stock
were outstanding.

CHICAGO RIVET & MACHINE CO.

INDEX

1

CHICAGO RIVET & MACHINE CO.
Consolidated Balance Sheets
September 30, 2003 and December 31, 2002

September 30, December 31,
2003 2002
----------- -----------
(Unaudited)

Assets
Current Assets:
Cash and cash equivalents $ 4,977,002 $ 2,204,430
Certificates of deposit 455,000 3,157,733
Accounts receivable - net of allowances 5,335,394 4,994,697
Inventories:
Raw materials 1,181,330 1,636,216
Work in process 1,807,370 1,818,106
Finished goods 2,460,928 2,635,619
----------- -----------
Total inventories 5,449,628 6,089,941
----------- -----------

Deferred income taxes 564,191 581,191
Other current assets 278,223 277,983
----------- -----------

Total current assets 17,059,438 17,305,975
----------- -----------

Property, Plant and Equipment:
Land and improvements 1,015,635 1,010,595
Buildings and improvements 5,763,570 5,743,325
Production equipment, leased machines and other 28,036,758 27,774,278
----------- -----------
34,815,963 34,528,198
Less accumulated depreciation 22,994,726 21,746,000
----------- -----------
Net property, plant and equipment 11,821,237 12,782,198
----------- -----------
Total assets $28,880,675 $30,088,173
=========== ===========

See Notes to the Consolidated Financial Statements

2

CHICAGO RIVET & MACHINE CO.
Consolidated Balance Sheets
September 30, 2003 and December 31, 2002

September 30, December 31,
2003 2002
------------ ------------
(Unaudited)

Liabilities and Shareholders' Equity

Current Liabilities:
Note payable $ 282,760 $ 1,632,760
Accounts payable 1,433,759 1,121,195
Accrued wages and salaries 1,087,964 795,920
Contributions due profit sharing plan 214,986 435,542
Other accrued expenses 315,778 446,376
------------ ------------
Total current liabilities 3,335,247 4,431,793

Deferred income taxes 1,507,275 1,547,275
------------ ------------

Total liabilities 4,842,522 5,979,068
------------ ------------
Commitments and contingencies (Note 4)

Shareholders' Equity:
Preferred stock, no par value, 500,000 shares
authorized: none outstanding -- --
Common stock, $1.00 par value, 4,000,000 shares
authorized: 1,138,096 shares issued 1,138,096 1,138,096
Additional paid-in capital 447,134 447,134
Retained earnings 26,375,021 26,445,973
Treasury stock, at cost, 171,964 shares (3,922,098) (3,922,098)
------------ ------------
Total shareholders' equity 24,038,153 24,109,105
------------ ------------
Total liabilities and shareholders' equity $ 28,880,675 $ 30,088,173
============ ============

See Notes to the Consolidated Financial Statements

3

CHICAGO RIVET & MACHINE CO.
Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2003 and 2002
(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------ ------------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------

Net sales $ 8,793,772 $ 9,784,409 $ 28,950,027 $ 32,570,837
Lease revenue 37,970 47,603 124,122 151,357
------------ ------------ ------------ ------------
8,831,742 9,832,012 29,074,149 32,722,194
Cost of goods sold and costs
related to lease revenue 7,292,570 7,551,109 23,219,815 24,749,263
------------ ------------ ------------ ------------
Gross profit 1,539,172 2,280,903 5,854,334 7,972,931
Selling and administrative expenses 1,558,777 1,622,289 4,868,378 5,037,376
------------ ------------ ------------ ------------
(19,605) 658,614 985,956 2,935,555
Other income and expenses:
Interest income 18,052 22,116 56,917 63,880
Interest expense (4,318) (18,953) (20,555) (64,728)
Gain from disposal of equipment 10,635 954 16,134 30,137
Other income, net of other expense 3,667 (3,716) 11,841 11,876
------------ ------------ ------------ ------------

Income before income taxes 8,431 659,015 1,050,293 2,976,720
Provision for income taxes 3,000 224,000 358,000 1,014,000
------------ ------------ ------------ ------------

Net income $ 5,431 $ 435,015 $ 692,293 $ 1,962,720
============ ============ ============ ============
Average common shares outstanding 966,132 966,132 966,132 966,674
============ ============ ============ ============
Per share data:
Net income per share $ 0.01 $ 0.45 $ 0.72 $ 2.03
============ ============ ============ ============
Cash dividends declared per share $ 0.18 $ 0.18 $ 0.79 $ 0.69
============ ============ ============ ============

See Notes to the Consolidated Financial Statements

4

CHICAGO RIVET & MACHINE CO.
Consolidated Statements of Retained Earnings
For the Nine Months Ended September 30, 2003 and 2002
(Unaudited)

2003 2002
------------ ------------

Retained earnings at beginning of period $ 26,445,973 $ 24,682,816

Net income for the nine months ended 692,293 1,962,720

Cash dividends declared in the period,
$.79 and $.69 per share in 2003 and 2002,
respectively (763,245) (667,015)
------------ ------------
Retained earnings at end of period $ 26,375,021 $ 25,978,521
============ ============

See Notes to the Consolidated Financial Statements

5

CHICAGO RIVET & MACHINE CO.
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2003 and 2002
(Unaudited)

2003 2002
----------- -----------

Cash flows from operating activities:
Net income $ 692,293 $ 1,962,720
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 1,388,491 1,431,829
Net gain on the sale of properties (16,134) (30,137)
Deferred income taxes (23,000) 82,000
Changes in operating assets and liabilities:
Accounts receivable, net (340,697) (1,916,883)
Inventories 640,313 201,183
Other current assets (240) (33,534)
Accounts payable 312,564 587,400
Accrued expenses (59,110) 581,756
----------- -----------
Net cash provided by operating activities 2,594,480 2,866,334
----------- -----------

Cash flows from investing activities:
Capital expenditures (435,540) (863,613)
Proceeds from the sale of properties 24,144 36,024
Proceeds from held-to-maturity securities 3,157,733 727,882
Purchases of held-to-maturity securities (455,000) (3,507,733)
----------- -----------
Net cash provided by (used in) investing activities 2,291,337 (3,607,440)
----------- -----------
Cash flows from financing activities:
Payments under term loan agreement (1,350,000) (1,350,000)
Purchase of treasury stock -- (26,976)
Cash dividends paid (763,245) (667,015)
----------- -----------
Net cash used in financing activities (2,113,245) (2,043,991)
----------- -----------

Net increase (decrease) in cash and cash equivalents 2,772,572 (2,785,097)
Cash and cash equivalents at beginning of period 2,204,430 4,692,999
----------- -----------
Cash and cash equivalents at end of period $ 4,977,002 $ 1,907,902
=========== ===========

See Notes to the Consolidated Financial Statements

6

CHICAGO RIVET & MACHINE CO.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. In the opinion of the Company, the accompanying unaudited interim financial
statements contain all adjustments necessary to present fairly the financial
position of the Company as of September 30, 2003 and December 31,2002 and the
results of operations and changes in cash flows for the indicated periods.

The Company uses estimated gross profit rates to determine the cost of goods
sold during interim periods on a portion of its operations. Actual results could
differ from those estimates and will be adjusted, as necessary, following the
Company's annual physical inventory in the fourth quarter.

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 and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

2. The results of operations for the three and nine-month period ending
September 30, 2003 are not necessarily indicative of the results to be expected
for the year.

3. The Company extends credit on the basis of terms that are customary within
our markets to various companies doing business primarily in the automotive
industry. The Company has a concentration of credit risk primarily within the
automotive industry and in the Midwestern United States.

4. The Company is, from time to time, involved in litigation in the normal
course of business. While it is not possible at this time to establish the
ultimate amount of liability with respect to contingent liabilities, including
those related to legal proceedings, management is of the opinion that the
aggregate amount of any such liabilities, for which provision has not been made,
will not have a material adverse effect on the Company's financial position.

7

CHICAGO RIVET & MACHINE CO.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

5. Segment Information--The Company operates in two business segments as
determined by its products. The fastener segment includes rivets, cold-formed
fasteners and screw machine products. The assembly equipment segment includes
automatic rivet setting machines, parts and tools for such machines and the
leasing of automatic rivet setting machines. Information by segment is as
follows:

8

CHICAGO RIVET & MACHINE CO.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Assembly
Fastener Equipment Other Consolidated
------------ ------------ ------------ ------------

Nine Months Ended September 30, 2003:
Net sales and lease revenue $ 23,423,470 $ 5,650,679 $ -- $ 29,074,149

Depreciation 1,110,957 119,971 157,563 1,388,491

Segment profit 1,832,651 1,299,139 -- 3,131,790
Selling and administrative expenses 2,117,859 2,117,859
Interest expense 20,555 20,555
Interest income (56,917) (56,917)
------------
Income before income taxes 1,050,293
------------

Capital expenditures 403,344 18,128 14,068 435,540

Nine Months Ended September 30, 2002:
Net sales and lease revenue $ 26,405,711 $ 6,316,483 $ -- $ 32,722,194

Depreciation 1,097,266 164,727 169,836 1,431,829

Segment profit 3,381,677 1,777,093 -- 5,158,770
Selling and administrative expenses 2,181,202 2,181,202
Interest expense 64,728 64,728
Interest income (63,880) (63,880)
------------
Income before income taxes 2,976,720
------------

Capital expenditures 774,996 13,446 75,171 863,613

9

CHICAGO RIVET & MACHINE CO.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Results for the third quarter were very disappointing. Although
economic conditions have improved in many sectors, manufacturing in general, and
our markets in particular, continue to be quite weak. The lack of capital
spending is reflected in our equipment segment revenues, which continue to trail
the prior year's anemic levels. Traditionally, third quarter revenues are
somewhat lower than other quarters due to the impact of vacation schedules at
our facilities as well as at those of our customers. Net sales and lease
revenues for the third quarter of 2003 amounted to $8,831,742, which is a
decline of 10.2% compared to the same period of 2002. For the third quarter of
2003, fastener segment revenues amounted to $7,130,290, which is a decline of
11.2% compared to the third quarter of 2002. Revenues within the assembly
equipment segment, for the third quarter of 2003, declined 5.7% compared to the
third quarter of 2002 and amounted to $1,701,452. On a year-to-date basis, 2003
revenues within the fastener segment totaled $23,423,470, a decline of 11.3%
compared with the first nine months of 2002, while revenues within the assembly
equipment segment amounted to $5,650,679, which is a decline of 10.5% compared
to the year earlier period.

The overriding factor adversely affecting margins continues to be lower
volumes. In addition, fastener segment profitability during the third quarter of
2003 was negatively affected by higher costs for health insurance, certain
tooling costs and variable labor and fixed overhead costs that were not reduced
in proportion to the decline in sales. Third quarter margins within the assembly
equipment segment were also adversely affected by higher costs for health
insurance and slightly higher labor costs attributable to inefficiencies related
to lower volumes. In the near term, while we expect that costs for health
insurance and tooling will remain at, or near, current levels, during the fourth
quarter, further action has been taken to reduce labor costs through a reduction
in employment levels.

Selling and administrative expenses for both the current quarter and
the first nine months of 2003 are lower than the corresponding periods in 2002
as higher costs for health insurance were more than offset by lower commission
expense and lower profit sharing expense.

During the third quarter, the accounts receivable balance decreased,
compared with the second quarter, by approximately $346,000, primarily due to
the lower sales generated during the third quarter of 2003. Inventory levels
also declined during the quarter, reflecting successful efforts to adjust
inventories to the lower level of operations. At September 30, 2003, the balance
due on the term note was $282,760 and the effective interest rate was 1.9%. This
note is scheduled to be paid in full in December 2003. The Company also has a
$1.0 million line of credit available through Bank of America, NA. There is no
charge for this facility unless utilized. We believe that the Company's current
cash, cash equivalents and the available line of credit will be sufficient to
provide adequate working capital for the foreseeable future.

Clearly, third quarter results were unsatisfactory. Our sales volume
was insufficient to cover our costs based upon the structure in place. We
continue to solicit new business and have enjoyed some recent success in the
fastener segment, but those gains have not fully offset the specific products
lost to design changes and to certain competitive situations. We anticipate that
we can continue to capture new specialty cold-headed parts in the coming
months, but we also recognize margins will remain under pressure as our
customers continue to take advantage of excess supply capacity in the industry
and press for additional price reductions. The market for assembly equipment
remains very soft, and we do not foresee any significant improvement in the near
term. Early in the fourth quarter, we began to make reductions in our workforce
and anticipate further reductions before year-end, as we adapt to what now
appears to be a smaller market for machinery and standard fasteners.

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; increased global competition;
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.

10

CHICAGO RIVET & MACHINE CO.

QUANTITATIVE AND QUALITATIVE INFORMATION 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 September 30, 2003, $282,760 of floating-rate debt was
exposed to changes in interest rates compared to $1,632,760 as of December 31,
2002. 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
quarterly earnings.

CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures. The Company's management, with
the participation of the Company's Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Company's disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the
end of the period covered by this report. Based on such evaluation, the
Company's Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of such period, the Company's disclosure controls and
procedures are effective in recording, processing, summarizing and reporting, on
a timely basis, information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act.

(b) Internal Control Over Financial Reporting. There have not been any
changes in the Company's internal control over financial reporting (as such term
is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
fiscal quarter to which this report relates that have materially affected, or
are reasonably likely to materially affect, the Company's internal control over
financial reporting.

11

PART II -- OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

31 Rule 13a-14(a) or 15d-14(a) Certifications
31.1 Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
31.2 Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.

32 Section 1350 Certifications
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1 Interim Report to Shareholders for the quarter ended
September 30, 2003.

(b) Reports on Form 8-K
Current Report on Form 8-K, Item 12, Results of Operations
and Financial Condition, dated August 4, 2003.

12

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

CHICAGO RIVET & MACHINE CO.
------------------------------------
(Registrant)

Date: November 7, 2003
/s/ John A. Morrissey
------------------------------------
John A. Morrissey
Chairman of the Board of Directors
and Chief Executive Officer

Date: November 7, 2003
/s/ John C. Osterman
------------------------------------
John C. Osterman
President, Chief Operating
Officer and Treasurer
(Principal Financial Officer)

Date: November 7, 2003

/s/ Michael J. Bourg
------------------------------------
Michael J. Bourg
Controller (Principal Accounting
Officer)

13

CHICAGO RIVET & MACHINE CO.

EXHIBITS

INDEX TO EXHIBITS