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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(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, 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 of (I.R.S. Employer
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
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS
---------------
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
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. X
INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS
DEFINED IN EXCHANGE ACT RULE 12B-2). YES ____ NO X
THE AGGREGATE MARKET VALUE OF COMMON STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT AS OF JUNE 30, 2003 WAS $20,624,997.
AS OF FEBRUARY 16, 2004, 966,132 SHARES OF THE REGISTRANT'S COMMON STOCK WERE
OUTSTANDING.
DOCUMENTS INCORPORATED BY REFERENCE
(1) PORTIONS OF THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR
ENDED DECEMBER 31, 2003 (THE "2003 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 2004 ANNUAL MEETING OF SHAREHOLDERS ARE INCORPORATED BY REFERENCE IN
PART III OF THIS REPORT.
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CHICAGO RIVET & MACHINE CO.
PERIOD ENDING DECEMBER 31, 2003
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 4
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 11
9a. Controls and Procedures 11
Part III
10. Directors and Executive Officers of the Registrant 12
11. Executive Compensation 12
12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 12
13. Certain Relationships and Related Transactions 12
14. Principal Accountant Fees and Services 13
Part IV
15. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K 13
2
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 and
segments see Note 10 of the financial statements which appears on page 10 of the
Company's 2003 Annual Report to Shareholders. The 2003 Annual Report is filed as
an exhibit to this report.
The principal market for the Company's products is the North American
automotive industry. 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 variety of customers. Revenues are primarily
derived from sales to customers involved, directly or indirectly, in the
manufacture of automobiles and automotive components. 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 2003, sales to two customers
exceeded 10% of the Company's consolidated revenues. Sales to TI Group
Automotive Systems Corporation accounted for approximately 13% of the Company's
consolidated revenues in 2003, 18% in 2002 and 18% in 2001. Sales to Fisher &
Company accounted for approximately 21%, 17% and 14% of the Company's
consolidated revenues in 2003, 2002, and 2001, respectively. Sales to Purchased
Parts Group accounted for approximately 10% of the Company's consolidated
revenues in 2001.
The Company's business has historically been stronger during the first
half of the year.
The Company purchases raw material from a number of sources, primarily
within the United States. There are numerous sources of raw material, and the
Company does not have to rely on a single source for any of its requirements.
Beginning early in 2004, the cost of raw materials used in the manufacture of
fasteners escalated sharply and some suppliers have indicated that global demand
may constrain material availability.
Patents, trademarks, licenses, franchises and concessions are not of
significant importance to the business of the Company.
The Company does not engage in significant 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.
3
At December 31, 2003, the Company employed 308 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, 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. 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.
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 2003.
4
Executive Officers of the Registrant
The names, ages and positions of all executive officers of the Company,
as of March 26, 2004, 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.
Name and Age of Officer Position Years an Officer
- ----------------------- -------- ----------------
John A. Morrissey 68 Chairman, Chief 23
Executive Officer
John C. Osterman 52 President, Chief Operating 20
Officer and Treasurer
Nirendu Dhar 62 General Manager, 3
H & L Tool Company, Inc.
Donald P. Long 52 Vice President-Sales 9
Kimberly A. Kirhofer 45 Secretary 13
Michael J. Bourg 41 Controller 5
- - 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. Dhar has been employed as General Manager of the Company's
subsidiary, H & L Tool Company, Inc., since 1996. Mr. Dhar was employed
as Plant Manager and Chief Engineer of H & L Tool Company, Inc. prior
to the Company's acquisition of H & L Tool Company for more than five
years. He has been a director of the Company since May 2001.
- - 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.
- - 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.
5
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company's common stock is traded on the American Stock Exchange
(trading privileges only, not registered). As of December 31, 2003 there were
approximately 310 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 2003 Annual Report is incorporated herein by
reference. The 2003 Annual Report is filed as an exhibit to this report. See
Item 7 - "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Dividends," for additional information about the
Company's dividend policy.
ITEM 6 - SELECTED FINANCIAL DATA
The section entitled "Selected Financial Data" which appears on page 11
of the 2003 Annual Report is incorporated herein by reference. The 2003 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; 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.
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 past year was extremely difficult for the Company. After a
relatively auspicious start, which fostered an optimistic outlook for the
balance of the year, our business weakened considerably as production of
domestic automobiles trailed prior year levels and domestic manufacturing
activity, in general, remained weak. In addition, our customers continued to
demand price concessions, while simultaneously raising the bar with respect to
quality and service requirements. In response to these conditions, we relied on
the time-tested approach of cost containment and cost reductions. In retrospect,
it is clear that these actions were insufficient to offset the combined impact
of lower volumes, lower prices and increased service expectations.
6
2003 COMPARED TO 2002
Reduced revenues were the dominant factor contributing to reduced
margins within the fastener segment during 2003. Fastener segment revenues
declined abruptly late in the first quarter and remained weak for the balance of
the year. For the year 2003, fastener segment revenues declined 11.3% compared
to 2002, totaling a disappointing $31,024,036. Reductions in North American
production of domestic automobiles and trucks contributed to the weakness in our
business as did continuing competitive pressures which contributed to the loss
of some business, as we were unable to meet the price concessions demanded by
certain customers. In addition, some high margin parts were lost in connection
with design changes that accompanied the new model year. Reductions in
manufacturing staff failed to keep pace with the decline in business activity,
and the resultant inefficiencies are reflected in disproportionately higher
labor costs in 2003, compared to 2002. In addition, margins were adversely
affected by increases in the cost of employee health insurance and higher
tooling expenses incurred in connection with the initial production of a variety
of new parts.
Within the assembly equipment segment, revenues declined 10.6% compared
to 2002. As was the case in the fastener segment, lower volumes contributed to
significantly reduced operating efficiencies that were manifested in
disproportionately high labor and benefit costs compared with prior years. Other
factors impacting margins within this segment were increases in the cost of raw
materials, offset in part, by a decrease in depreciation expense.
Selling and administrative expenses for 2003 were 5.9% below those for
2002. A $302,000 reduction in profit sharing expense was the largest single
factor contributing to the decrease in this expense category, followed by
reductions of $145,000 in bonus expense, and $96,000 in commission expense due
to lower sales in the current year. These reductions were partially offset by a
$74,000 expense related to an early retirement program and an increase in the
cost of employee health insurance.
Net interest income increased by approximately $45,000 during 2003,
primarily as a result of lower interest expense related to lower balances on a
note payable, which was paid in full in December.
2002 COMPARED TO 2001
Net sales and lease revenues improved approximately 6% compared with
2001 and totaled $43,012,766 in 2002. As discussed below, revenue gains were
achieved in both the fastener and assembly equipment segments and the increased
volume, coupled with successful efforts to hold the line on costs, translated
into improvements in gross margins, which amounted to $10,585,563 for 2002,
compared with $9,187,046 recorded in 2001.
Within the fastener segment, revenues increased 7%, to $34,991,758,
reflecting an overall increase in automobile production. However, it should be
noted that our volumes did not increase across our entire customer base.
Instead, our overall gain was due to increases in business with certain key
customers, bolstered by revenues related to new customers and new products from
existing customers.
Gross margins within the fastener segment improved to 21.1% in 2002,
compared with 19.9% recorded in 2001. This improvement was largely attributable
to the effects of higher volumes and increases in efficiency associated with
those higher volumes. A number of other factors impacted operations during the
year. While we benefited
7
from reductions in tooling costs, those savings were offset by increases in the
cost of materials and by a substantial increase in the cost of employee health
insurance.
Activity levels within the assembly equipment segment remained well
below historical levels. While revenues within the segment improved to
$8,021,008 in 2002, compared with $7,738,868 in 2001, the change is attributable
to a few large orders and not due to any significant improvement in the market
for equipment, which remained adversely affected by a persistent decline in the
broad manufacturing sector and the related restraint on capital spending.
Nevertheless, gross margins within this segment improved to approximately 40% in
2002 compared with 35% for 2001. This improvement is primarily attributable to
higher volumes and reduced labor expense.
Selling and administrative expenses increased approximately 3.7%
compared with 2001. Both profit sharing and sales commissions increased as a
result of higher sales and increased profits. Other factors contributing to the
increase include higher salary expense and increased health insurance costs,
partially offset by a decrease in the provision for bad debt expense, which was
unusually high in the prior year due to the bankruptcy filing of a certain
customer.
The Company recorded net interest income during 2002 of $4,214,
compared with net interest expense of $114,607 in 2001, as a result of lower
prevailing interest rates and reduced debt levels.
DIVIDENDS
In determining to pay dividends, the Board considers current
profitability, the outlook for longer-term profitability, known and potential
cash requirements and the overall financial condition of the Company. The
Company paid four regular quarterly dividends of $.18 per share during 2003. In
addition, an extra dividend of $.25 per share was paid during the second quarter
of 2003, bringing the total dividend distribution to $.97 per share. On February
16, 2004, your Board of Directors determined that an extra dividend would not be
declared or paid in the second quarter of 2004; however, the Board did declare a
regular quarterly dividend of $.18 per share, payable March 19, 2004 to
shareholders of record on March 5, 2004. This continues the uninterrupted record
of consecutive quarterly dividends paid by the Company to its shareholders that
extends over 70 years.
PROPERTY, PLANT AND EQUIPMENT
During 2003, capital expenditures amounted to $641,715, of which
$535,268 was invested within the fastener segment, $89,379 was invested within
the assembly equipment segment and the remainder was expended for building
improvements that cannot be allocated between segments. Within the fastener
segment, approximately $317,000 was invested in a new solvent based parts
cleaning system. This system, installed during the second half of the year, is
expected to yield reductions in supply and waste disposal costs. Other
expenditures were approximately $92,000 for vehicles, including $68,000 for a
new delivery truck; $32,000 for in-line wire drawing equipment; some $21,000 for
equipment related to quality control; with the balance expended for smaller
tools and equipment and building improvements. Within the assembly equipment
segment, approximately $86,000 was expended for the purchase of new equipment
related to the manufacture of perishable tooling that is sold to customers. The
balance was expended for building improvements and office equipment.
Investments in machinery and equipment totaled $886,009 in 2002. The
majority of this investment was related to the fastener segment of our
operations. Approximately $567,000 was invested in new equipment directly
related to the manufacture of fasteners, with an additional $123,000 expended
for equipment related to quality control and finishing operations for the
fastener segment. The balance
8
was expended for a variety of items, including material handling, data
processing and other equipment.
The Company invested approximately $1.4 million in machinery, equipment
and building improvements during 2001. The majority of these expenditures were
related to the fastener segment of our operations. Specifically, a total of $1.1
million was expended for the purchase of equipment used directly in the
manufacture of fasteners and $88,000 was invested in new equipment related to
the quality control process in fastener manufacturing. $129,000 was expended in
connection with data processing and data communications equipment, $61,000 was
spent for building improvements, primarily related to the fastener segment of
our business, and the balance was expended for a variety of smaller machinery
and equipment, including the manufacture of automatic rivet setting equipment
that is leased to our customers.
Depreciation expense amounted to $1,861,600 in 2003, $1,915,726 in 2002
and $1,921,703 in 2001.
LIQUIDITY AND CAPITAL RESOURCES
The Company's holdings in cash, cash equivalents and certificates of
deposits amounted to nearly $6.0 million at December 31, 2003, an increase of
approximately $.6 million compared with the end of 2002. Accounts receivable
balances decreased approximately $.4 million, reflecting lower sales during the
latter part of 2003, compared to the same period in 2002. Inventory levels, at
the end of 2003, are also less than at the end of 2002 due to efforts taken to
reduce inventories in response to continued weakness in demand for our products.
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 December 31, 2003,
the indebtedness under the term loan had been extinguished. The line of credit
was extended through May 31, 2004 and remained unused at December 31, 2003.
Off-Balance Sheet Arrangements
The Company has not entered into, and has no current plans to enter
into, any off-balance sheet financing arrangements.
The following table presents a summary of the Company's contractual
obligations as of December 31, 2003:
Payments Due By Period
-------------------------------------------------------
Less Than 1 - 3 4 - 5 More Than
Cotractual Obligation Total 1 Year Years Years 5 Years
- --------------------- -------- -------- -------- ------- ---------
Long-term Debt $ -- $ -- $ -- $ -- $ --
Capital Lease Obligations -- -- -- -- --
Operating Leases 36,657 27,493 9,164 -- --
Purchase Obligations 378,686 160,750 200,256 17,680 --
-------- -------- -------- ------- ----
Total $415,343 $188,243 $209,420 $17,680 $ --
======== ======== ======== ======= ====
Management believes that current cash, cash equivalents and operating
cash flow will be sufficient to provide adequate working capital for the
foreseeable future.
9
APPLICATION OF CRITICAL ACCOUNTING POLICIES
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. The effect of
these estimates is described in Note 11 of the financial statements.
NEW ACCOUNTING STANDARDS
The Company's financial statements and financial condition were not,
and are not expected to be, materially impacted by 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, permit 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. The company did not
purchase any of its shares during 2003. During 2002, the company purchased 1,000
shares at an average price of $26.98 per share. Cumulative purchases under the
repurchase authorization have amounted to 162,996 shares at an average price of
$15.66 per share.
OUTLOOK FOR 2004
The anticipated improvement in economic activity has not yet generated
a meaningful increase in orders for our products. While we are encouraged by the
fact that we have been awarded contracts for a number of new parts in the
fastener segment, we are concerned about conditions within the assembly
equipment segment, which remains very weak. Domestic competition remains intense
and foreign competition, which affects us directly through the increase of
imported fasteners and indirectly through the import of products that were
previously assembled domestically, is a growing concern. These conditions
increase the risk that our markets will not only become even more price
competitive due to imports, but will shrink in size as domestic assembly
operations are supplanted by imports of products that were traditionally
assembled domestically, utilizing domestic fasteners and domestic assembly
equipment.
As mentioned above, we are pleased that we have been awarded new
business within the fastener segment, but, in many instances, production volumes
related to this new business will not reach significant levels until later in
2004. We will continue soliciting additional business from our current customers
as well as from new customers. We face challenges in the form of recent and
significant increases in the cost of raw materials utilized in the production of
fasteners. While we have not experienced shortages of raw material, some of our
suppliers report that increases in global demand may constrain availability of
raw materials later this year. Our success in maintaining supply and recovering
these higher costs, without losing market share, will be a critical determinant
of our success in the coming year.
Cost reduction will be another critical factor influencing future
results. As previously reported, we have already taken actions to reduce our
manufacturing costs,
10
but the cost reductions realized have not fully offset the impact of lower
volumes. We will continue exploring alternatives that will yield positive
changes in our cost structure and our ability to compete. Margins, at least in
the near term, will remain under pressure from the combination of rising costs
and increasing foreign competition.
We gratefully acknowledge that the Company's success, both past and
future, would not be possible without: the conscientious efforts of our
employees, who consistently demonstrate their dedication to meeting the
formidable and ever-changing challenges that characterize today's manufacturing
environment; the loyalty of our customers, many of whom face the same set of
challenges; and, the continuing support of our shareholders.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of December 31, 2003, the Company did not have any outstanding debt,
compared to $1.6 million of outstanding debt at the prior year end, that was
exposed to changes in interest rates. During 2003 the Company did not use
derivative financial instruments relating to this interest rate exposure.
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.
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.
ITEM 9A - 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 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 7 of the Company's
2004 Proxy Statement, is incorporated herein by reference. The information with
respect to the audit committee, its financial expert and the independence of its
members, which is set forth in the second paragraph of the section entitled
"Additional Information Concerning the Board of Directors and Committees" on
page 7 of the Company's 2004 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 in the section entitled "Section 16(a)
Beneficial Ownership Reporting Compliance" on page 10 of the 2004 Proxy
Statement, is incorporated herein by reference. The 2004 Proxy Statement is to
be filed with the Securities and Exchange Commission in connection with the
Company's 2004 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."
The Company has adopted a code of ethics for its principal executive
officer, chief operating officer and senior financial officers. A copy of this
code is included as Exhibit 14 to this report on Form 10-K.
ITEM 11 - EXECUTIVE COMPENSATION
The information set forth in the section entitled "Executive
Compensation" which appears on pages 11 through 15 of the Company's 2004 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 through 10 of
the Company's 2004 Proxy Statement is incorporated herein by reference. The 2004
Proxy Statement is to be filed with the Securities and Exchange Commission in
connection with the Company's 2004 Annual Meeting of Shareholders.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
The information set forth in the section entitled "Principal
Shareholders" on page 3 of the Company's 2004 Proxy Statement and the
information with respect to security ownership of the Company's directors and
officers set forth in the section entitled "Security Ownership of Management" on
pages 5 through 7 of the Company's 2004 Proxy Statement is incorporated herein
by reference. The 2004 Proxy Statement is to be filed with the Securities and
Exchange Commission in connection with the Company's 2004 Annual Meeting of
Shareholders.
The Company does not have any equity compensation plans or
arrangements.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information relating to the law firm of Morrissey & Robinson set
forth in the last sentence of footnote (2) on page 6 of the Company's 2004 Proxy
Statement is incorporated herein by reference. The 2004 Proxy Statement is to be
filed with the Securities and Exchange Commission in connection with the
Company's 2004 Annual Meeting of Shareholders.
12
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information set forth in section entitled "Independent Certified
Public Accountants" on pages 17 and 18 of the Company's 2004 Proxy Statement is
incorporated herein by reference. The 2004 Proxy Statement is to be filed with
the Securities and Exchange Commission in connection with the Company's 2004
Annual Meeting of Shareholders.
PART IV
ITEM 15 - 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, 2003.
13
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, 2004
/s/John C. Osterman President, Chief Operating
- ------------------- Officer, Treasurer (Chief
John C. Osterman Financial Officer), Member
of the Executive Committee
and Director
March 29, 2004
/s/John R. Madden Director, Member of the
- ------------------ Executive Committee and Member
John R. Madden of the Audit Committee
March 29, 2004
/s/Walter W. Morrissey Director, Member of Executive
- ---------------------- Committee
Walter W. Morrissey March 29, 2004
/s/Michael J. Bourg Controller (Principal Accounting
- ------------------- Officer)
Michael J. Bourg March 29, 2004
14
CHICAGO RIVET & MACHINE CO.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements, together with the notes thereto
and the report thereon of PricewaterhouseCoopers LLP dated February 25, 2004,
appearing on pages 5 to 11 of the accompanying 2003 Annual Report, and the
section entitled "Quarterly Financial Data (Unaudited)" appearing on page 12 of
the accompanying 2003 Annual Report are incorporated herein by reference. With
the exception of the aforementioned information and the information incorporated
in Items 1, 5, 6 and 8 herein, the 2003 Annual Report is not to be deemed filed
as part of this Form 10-K Annual Report.
Consolidated Financial Statements from 2003 Annual Report (Exhibit 13 hereto):
Consolidated Balance Sheets (page 5 of 2003 Annual Report)
Consolidated Statements of Income (page 6 of 2003 Annual Report)
Consolidated Statements of Retained Earnings (page 6 of 2003 Annual Report)
Consolidated Statements of Cash Flows (page 7 of 2003 Annual Report)
Notes to Consolidated Financial Statements (pages 8, 9, and 10 of 2003 Annual
Report)
Report of Independent Auditors (page 11 of 2003 Annual Report)
Quarterly Financial Data (Unaudited) (page 12 of 2003 Annual
Report)
15
FINANCIAL STATEMENT SCHEDULE
2003, 2002 AND 2001
The following financial statement schedule should be read in
conjunction with the consolidated financial statements and the notes thereto in
the 2003 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 Auditors on Financial Statement Schedule 18
16
CHICAGO RIVET & MACHINE CO.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
Balance at Additions Balance
Beginning Charged to at End
Classification of Year Expenses Deductions(1) of Year
- -------------- ---------- ---------- ------------ --------
2003
Allowance for doubtful accounts, returns
and allowances $ 240,000 $ 10,174 $ 30,174 $220,000
2002
Allowance for doubtful accounts,
returns and allowances $240,000 $ 7,067 $ 7,067 $240,000
2001
Allowance for doubtful accounts,
returns and allowances $ 90,000 $172,728 $ 22,728 $240,000
(1) Accounts receivable written off, net of recoveries.
17
Report of Independent Auditors 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 February 25, 2004 appearing in the 2003 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 15(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
February 25, 2004
18
CHICAGO RIVET & MACHINE CO.
EXHIBITS
INDEX TO EXHIBITS
Exhibit
Number Page
- ------ -------
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 16, 2004. 21 - 46
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, 2003. 47 - 63
14 Code of Ethics for Principal Executive and Senior
Financial Officers 64 - 66
21 Subsidiaries of the Registrant. 67
31.1 Certification of CEO Pursuant to Rule 13a-14(a)
or 15d-14(a) as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. 68
31.2 Certification of CFO Pursuant to Rule 13a-14(a)
or 15d-14(a) as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. 69
19
32.1 Certification of CEO Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. 70
32.2 Certification of CFO Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. 71
* Only the portions of this exhibit which are specifically incorporated herein
by reference shall be deemed to be filed herewith.
20