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xbrli:shares iso4217:USD xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________________
FORM 10-Q
_________________________________
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022
OR
o 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 000-01227
_________________________________
Chicago Rivet & Machine
Co.
(Exact Name of Registrant as Specified in Its Charter)
|
Illinois
(State or other jurisdiction
of incorporation or organization)
|
36-0904920
I.R.S. Employer
Identification Number
|
|
901 Frontenac Road, Naperville, Illinois
|
60563
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
(630) 357-8500
Registrant’s Telephone Number, Including Area Code
_________________________________
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each
class
|
Trading Symbol(s)
|
Name of each exchange
on which registered
|
|
Common Stock, par
value $1.00 per share
|
CVR
|
NYSE American (Trading
privileges only, not registered)
|
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 ý No o
Indicate by check
mark whether the registrant has submitted electronically, every
interactive data file required to be submitted pursuant to Rule 405
of Regulation S-T (section 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ý No o
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of
the Exchange Act.:
|
Large accelerated
filer o
|
Accelerated filer
o
|
|
Non-accelerated filer
ý
|
Smaller reporting
company ☒
|
|
|
Emerging growth
company ☐
|
If an emerging growth
company, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. ☐
Indicate by check
mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ☐ No ý
As of November 7,
2022, there were 966,132 shares of the registrant’s common stock
outstanding.
CHICAGO RIVET & MACHINE CO.
INDEX
1
PART I – FINANCIAL
INFORMATION
Item 1. Financial
Statements.
|
CHICAGO RIVET
& MACHINE CO.
|
|
Condensed
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
September 30,
2022 (Unaudited)
|
|
December 31,
2021
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
Cash and cash
equivalents
|
$
5,328,732
|
|
$
2,036,954
|
|
Certificates of
deposit
|
2,741,000
|
|
2,741,000
|
|
Accounts
receivable - Less allowances of $162,000 and $170,000,
respectively
|
6,578,114
|
|
5,647,984
|
|
Inventories, net
|
9,921,472
|
|
8,519,780
|
|
Prepaid income taxes
|
0
|
|
440
|
|
Other current assets
|
422,002
|
|
346,236
|
|
|
|
|
|
|
Total current assets
|
24,991,320
|
|
19,292,394
|
|
|
|
|
|
|
Property, Plant and
Equipment:
|
|
|
|
|
Land and improvements
|
1,510,513
|
|
1,778,819
|
|
Buildings and
improvements
|
6,745,058
|
|
8,456,983
|
|
Production equipment and
other
|
37,133,750
|
|
36,679,114
|
|
|
45,389,321
|
|
46,914,916
|
|
Less accumulated
depreciation
|
33,481,667
|
|
34,441,052
|
|
Net property, plant and
equipment
|
11,907,654
|
|
12,473,864
|
|
|
|
|
|
|
Total assets
|
$
36,898,974
|
|
$
31,766,258
|
|
|
|
|
|
|
Liabilities
and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
Accounts payable
|
$
897,430
|
|
$
692,635
|
|
Accrued wages and
salaries
|
838,030
|
|
509,332
|
|
Other accrued expenses
|
411,519
|
|
366,418
|
|
Unearned revenue and
customer deposits
|
175,330
|
|
302,424
|
|
Federal and state income
taxes
|
1,164,586
|
|
0
|
|
Total current liabilities
|
3,486,895
|
|
1,870,809
|
|
|
|
|
|
|
Deferred income taxes
|
900,084
|
|
926,084
|
|
|
|
|
|
|
Total liabilities
|
4,386,979
|
|
2,796,893
|
|
|
|
|
|
|
Commitments and contingencies
(Note 3)
|
|
|
|
|
|
|
|
|
|
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;
966,132 shares outstanding
|
1,138,096
|
|
1,138,096
|
|
Additional paid-in
capital
|
447,134
|
|
447,134
|
|
Retained
earnings
|
34,848,863
|
|
31,306,233
|
|
Treasury stock,
171,964 shares at cost
|
(3,922,098)
|
|
(3,922,098)
|
|
Total shareholders' equity
|
32,511,995
|
|
28,969,365
|
|
|
|
|
|
|
Total liabilities and
shareholders' equity
|
$
36,898,974
|
|
$
31,766,258
|
|
|
|
|
|
|
See Notes to the Condensed
Consolidated Financial Statements
|
|
|
2
|
CHICAGO RIVET
& MACHINE CO.
|
|
Condensed
Consolidated Statements of Income (Unaudited)
|
|
|
|
Three Months
Ended September 30, 2022
|
|
Three Months
Ended September 30, 2021
|
|
Nine Months
Ended September 30, 2022
|
|
Nine Months
Ended September 30, 2021
|
|
Net sales
|
$
8,567,785
|
|
$
8,555,731
|
|
$
26,788,879
|
|
$
26,225,070
|
|
Cost of goods sold
|
7,447,877
|
|
7,069,700
|
|
22,366,372
|
|
21,027,525
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
1,119,908
|
|
1,486,031
|
|
4,422,507
|
|
5,197,545
|
|
|
|
|
|
|
|
|
|
|
Operating (income) expenses:
|
|
|
|
|
|
|
|
|
Selling and
administrative expenses
|
1,250,385
|
|
1,290,046
|
|
3,809,970
|
|
3,936,995
|
|
Gain on sale of
property
|
(4,738,394)
|
|
0
|
|
(4,738,394)
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Total operating (income) expenses
|
(3,488,009)
|
|
1,290,046
|
|
(928,424)
|
|
3,936,995
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
4,607,917
|
|
195,985
|
|
5,350,931
|
|
1,260,550
|
|
|
|
|
|
|
|
|
|
|
Other income
|
13,143
|
|
11,674
|
|
35,346
|
|
43,744
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
4,621,060
|
|
207,659
|
|
5,386,277
|
|
1,304,294
|
|
Provision for income taxes
|
1,042,000
|
|
35,000
|
|
1,206,000
|
|
272,000
|
|
|
|
|
|
|
|
|
|
|
Net income
|
$
3,579,060
|
|
$
172,659
|
|
$
4,180,277
|
|
$
1,032,294
|
|
|
|
|
|
|
|
|
|
|
Per share data:
|
|
|
|
|
|
|
|
|
Basic net income per
share
|
$
3.71
|
|
$
0.18
|
|
$
4.33
|
|
$
1.07
|
|
Diluted net income
per share
|
$
3.71
|
|
$
0.18
|
|
$
4.33
|
|
$
1.07
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding:
|
|
Basic
|
966,132
|
|
966,132
|
|
966,132
|
|
966,132
|
|
Diluted
|
966,132
|
|
966,132
|
|
966,132
|
|
966,132
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per
share
|
$
0.22
|
|
$
0.22
|
|
$
0.66
|
|
$
0.66
|
|
|
|
|
|
|
|
|
|
|
See Notes to the Condensed Consolidated
Financial Statements
|
3
|
CHICAGO RIVET
& MACHINE CO.
|
|
Consolidated
Statements of Shareholders’ Equity (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
|
Treasury Stock, At Cost
|
|
|
|
Preferred Stock Amount
|
Shares
|
Amount
|
Additional Paid-In Capital
|
Retained Earnings
|
Shares
|
Amount
|
Total Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2021
|
$ 0
|
966,132
|
$ 1,138,096
|
$
447,134
|
$
31,306,233
|
171,964
|
$(3,922,098)
|
$
28,969,365
|
|
Net income
|
|
|
|
|
447,313
|
|
|
447,313
|
|
Dividends declared ($0.22 per
share)
|
|
|
|
|
(212,549)
|
|
|
(212,549)
|
|
Balance, March 31, 2022
|
$ 0
|
966,132
|
$ 1,138,096
|
$
447,134
|
$
31,540,997
|
171,964
|
$(3,922,098)
|
$
29,204,129
|
|
Net income
|
|
|
|
|
153,904
|
|
|
153,904
|
|
Dividends declared ($0.22 per
share)
|
|
|
|
|
(212,549)
|
|
|
(212,549)
|
|
Balance, June 30, 2022
|
$ 0
|
966,132
|
$ 1,138,096
|
$
447,134
|
$
31,482,352
|
171,964
|
$(3,922,098)
|
$
29,145,484
|
|
Net income
|
|
|
|
|
3,579,060
|
|
|
3,579,060
|
|
Dividends declared ($0.22 per
share)
|
|
|
|
|
(212,549)
|
|
|
(212,549)
|
|
Balance, September 30, 2022
|
$ 0
|
966,132
|
$ 1,138,096
|
$
447,134
|
$
34,848,863
|
171,964
|
$(3,922,098)
|
$
32,511,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2020
|
$ 0
|
966,132
|
$ 1,138,096
|
$
447,134
|
$
31,042,957
|
171,964
|
$(3,922,098)
|
$
28,706,089
|
|
Net income
|
|
|
|
|
540,128
|
|
|
540,128
|
|
Dividends declared ($0.22 per
share)
|
|
|
|
|
(212,549)
|
|
|
(212,549)
|
|
Balance, March 31, 2021
|
$ 0
|
966,132
|
$ 1,138,096
|
$
447,134
|
$
31,370,536
|
171,964
|
$(3,922,098)
|
$
29,033,668
|
|
Net
income
|
|
|
|
|
319,507
|
|
|
319,507
|
|
Dividends declared ($0.22 per share)
|
|
|
|
|
(212,549)
|
|
|
(212,549)
|
|
Balance, June 30, 2021
|
$ 0
|
966,132
|
$ 1,138,096
|
$ 447,134
|
$ 31,477,494
|
171,964
|
$(3,922,098)
|
$
29,140,626
|
|
Net
income
|
|
|
|
|
172,659
|
|
|
172,659
|
|
Dividends declared ($0.22 per share)
|
|
|
|
|
(212,549)
|
|
|
(212,549)
|
|
Balance, September 30, 2021
|
$ 0
|
966,132
|
$ 1,138,096
|
$ 447,134
|
$ 31,437,604
|
171,964
|
$(3,922,098)
|
$
29,100,736
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
Notes to the Condensed Consolidated Financial
Statements.
|
4
|
CHICAGO RIVET
& MACHINE CO.
|
|
Condensed
Consolidated Statements of Cash Flows (Unaudited)
|
|
|
|
|
|
|
|
Nine Months
Ended September 30, 2022
|
|
Nine Months
Ended September 30, 2021
|
|
Cash flows from operating
activities:
|
|
|
|
|
Net income
|
$
4,180,277
|
|
$
1,032,294
|
|
Adjustments to reconcile net
income to net cash used in operating activities:
|
|
|
|
|
Depreciation
|
960,139
|
|
990,983
|
|
(Gain) loss on sale of
property and equipment
|
(4,736,096)
|
|
21,564
|
|
Deferred income taxes
|
(26,000)
|
|
(94,000)
|
|
Changes in operating assets and
liabilities:
|
|
|
|
|
Accounts
receivable
|
(930,130)
|
|
(911,293)
|
|
Inventories
|
(1,401,692)
|
|
(2,591,976)
|
|
Other current
assets
|
(75,326)
|
|
(7,890)
|
|
Accounts
payable
|
204,795
|
|
710,141
|
|
Accrued wages
and salaries
|
328,698
|
|
389,796
|
|
Other accrued expenses
|
1,209,687
|
|
34,353
|
|
Unearned revenue and customer
deposits
|
(127,094)
|
|
(40,959)
|
|
Net cash used
in operating activities
|
(412,742)
|
|
(466,987)
|
|
|
|
|
|
|
Cash flows from investing
activities:
|
|
|
|
|
Capital expenditures
|
(696,073)
|
|
(587,615)
|
|
Proceeds from the sale of
property
|
5,038,240
|
|
7,800
|
|
Proceeds from certificates
of deposit
|
1,245,000
|
|
4,084,000
|
|
Purchases of certificates
of deposit
|
(1,245,000)
|
|
(2,092,000)
|
|
Net cash
provided by investing activities
|
4,342,167
|
|
1,412,185
|
|
|
|
|
|
|
Cash flows from financing
activities:
|
|
|
|
|
Cash dividends paid
|
(637,647)
|
|
(637,647)
|
|
Net cash used
in financing activities
|
(637,647)
|
|
(637,647)
|
|
|
|
|
|
|
Net increase in cash and cash
equivalents
|
3,291,778
|
|
307,551
|
|
Cash and cash equivalents at
beginning of period
|
2,036,954
|
|
2,567,731
|
|
Cash and cash equivalents at end
of period
|
$
5,328,732
|
|
$
2,875,282
|
|
|
|
|
|
|
See Notes to the Condensed
Consolidated Financial Statements.
|
5
CHICAGO RIVET
& MACHINE CO.
NOTES TO THE
CONDENSED 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, 2022 (unaudited) and
December 31, 2021 (audited) and the results of operations and
changes in cash flows for the indicated periods. Certain
information and note disclosures normally included in financial
statements prepared in accordance with accounting principles
generally accepted in the United States of America have been
omitted from these unaudited financial statements in accordance
with applicable rules. Please refer to the financial statements and
notes thereto included in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2021.
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. The results of operations for
the nine month period ended September 30, 2022 are not necessarily
indicative of the results to be expected for the year.
2. 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.
3. The Company is, from
time to time, involved in litigation, including environmental
claims and contract disputes, 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.
4. Revenue - The Company
operates in the fastener industry and is in the business of
manufacturing and selling rivets, cold-formed fasteners and parts,
screw machine products, automatic rivet setting machines and parts
and tools for such machines. Revenue is recognized when
control of the promised goods or services is transferred to our
customers, generally upon shipment of goods or completion of
services, in an amount that reflects the consideration we expect to
receive in exchange for those goods or services. For certain
assembly equipment segment transactions, revenue is recognized
based on progress toward completion of the performance obligation
using a labor-based measure. Labor incurred and specific
material costs are compared to milestone payments per sales
contract. Based on our experience, this method most
accurately reflects the transfer of goods under such contracts.
During the third quarter of 2022, the Company did not realize
any revenue related to such contracts. As of September 30,
2022, there are no such contracts outstanding.
Sales taxes we may collect
concurrent with revenue producing activities are excluded from
revenue. Revenue is recognized net of certain sales
adjustments to arrive at net sales as reported on the statement of
income. These adjustments primarily relate to customer
returns and allowances. The Company records a liability and
reduction in sales for estimated product returns based upon
historical experience. If we determine that our obligation
under warranty claims is probable and subject to reasonable
determination, an estimate of that liability is recorded as an
offset against revenue at that time. As of September 30, 2022
and December 31, 2021 reserves for warranty claims were not
material. Cash received by the Company prior to shipment is
recorded as unearned revenue.
Shipping and handling fees
billed to customers are recognized in net sales, and related costs
as cost of sales, when incurred.
Sales commissions
are expensed when incurred because the amortization period is less
than one year. These costs are recorded within selling and
administrative expenses in the statement of income.
6
The following table presents
revenue by segment, further disaggregated by end-market:
|
|
Fastener
|
Assembly Equipment
|
Consolidated
|
|
Three Months Ended
September 30, 2022:
|
|
|
|
|
Automotive
|
$
4,813,646
|
$
45,012
|
$ 4,858,658
|
|
Non-automotive
|
2,991,976
|
717,151
|
3,709,127
|
|
Total net
sales
|
$
7,805,622
|
$ 762,163
|
$
8,567,785
|
|
|
|
|
|
|
Three Months Ended
September 30, 2021:
|
|
|
|
|
Automotive
|
$
4,259,544
|
$
27,998
|
$
4,287,542
|
|
Non-automotive
|
3,293,075
|
975,114
|
4,268,189
|
|
Total net
sales
|
$
7,552,619
|
$ 1,003,112
|
$
8,555,731
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2022:
|
|
|
|
|
Automotive
|
$
14,268,638
|
$
146,663
|
$
14,415,301
|
|
Non-automotive
|
9,750,429
|
2,623,149
|
12,373,578
|
|
Total net
sales
|
$
24,019,067
|
$ 2,769,812
|
$
26,788,879
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2021:
|
|
|
|
|
Automotive
|
$
13,410,100
|
$
100,953
|
$
13,511,053
|
|
Non-automotive
|
9,433,241
|
3,280,776
|
12,714,017
|
|
Total net
sales
|
$
22,843,341
|
$ 3,381,729
|
$
26,225,070
|
|
|
|
|
|
The following table presents
revenue by segment, further disaggregated by location:
|
|
Fastener
|
Assembly Equipment
|
Consolidated
|
|
Three Months Ended September 30, 2022:
|
|
|
|
|
United States
|
$
6,268,813
|
$
696,856
|
$
6,965,669
|
|
Foreign
|
1,536,809
|
65,307
|
1,602,116
|
|
Total net
sales
|
$
7,805,622
|
$ 762,163
|
$
8,567,785
|
|
|
|
|
|
|
Three Months Ended
September 30, 2021:
|
|
|
|
|
United States
|
$
6,300,067
|
$
981,905
|
$
7,281,972
|
|
Foreign
|
1,252,552
|
21,207
|
1,273,759
|
|
Total net
sales
|
$
7,552,619
|
$
1,003,112
|
$
8,555,731
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2022:
|
|
|
|
|
United States
|
$
19,825,721
|
$
2,633,475
|
$
22,459,196
|
|
Foreign
|
4,193,346
|
136,337
|
4,329,683
|
|
Total net
sales
|
$
24,019,067
|
$ 2,769,812
|
$
26,788,879
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2021:
|
|
|
|
|
United States
|
$
18,589,576
|
$
3,320,415
|
$
21,909,991
|
|
Foreign
|
4,253,765
|
61,314
|
4,315,079
|
|
Total net
sales
|
$
22,843,341
|
$
3,381,729
|
$
26,225,070
|
|
|
|
|
|
7
5. The Company’s
effective tax rates were approximately 22.5% and 16.9% for the
third quarter of 2022 and 2021, respectively, and 22.4% and 20.9%
for the nine months ended September 30, 2022 and 2021,
respectively.
The Company’s federal income
tax returns for the 2019, 2020 and 2021 tax years are subject to
examination by the Internal Revenue Service (“IRS”).
While it may be possible that a reduction could occur
with respect to the Company’s unrecognized tax benefits as an
outcome of an IRS examination, management does not anticipate any
adjustments that would result in a material change to the results
of operations or financial condition of the Company. No
statutes have been extended on any of the Company’s federal income
tax filings. The statute of limitations on the Company’s 2019, 2020
and 2021 federal income tax returns will expire on September 15,
2023, 2024 and 2025, respectively.
The Company’s state income tax
returns for the 2019 through 2021 tax years remain subject to
examination by various state authorities with the latest closing
period on October 31, 2025. The Company is not currently
under examination by any state authority for income tax purposes
and no statutes for state income tax filings have been
extended.
6. Inventories are stated
at the lower of cost or net realizable value, cost being determined
by the first-in, first-out method.
A summary of inventories is
as follows:
|
|
September 30, 2022
|
|
December 31, 2021
|
|
Raw material
|
$
5,018,465
|
|
$
4,645,923
|
|
Work-in-process
|
3,143,844
|
|
2,181,457
|
|
Finished goods
|
2,395,163
|
|
2,304,400
|
|
Inventories, gross
|
10,557,472
|
|
9,131,780
|
|
Valuation reserves
|
(636,000)
|
|
(612,000)
|
|
Inventories, net
|
$
9,921,472
|
|
$
8,519,780
|
8
7. Segment Information—The Company
operates in two business segments as determined by its products.
The fastener segment includes rivets, cold-formed fasteners
and parts and screw machine products. The assembly equipment
segment includes automatic rivet setting machines and parts and
tools for such machines.
Information by segment is as
follows:
|
Fastener
|
Assembly Equipment
|
Other
|
Consolidated
|
|
Three Months Ended September 30,
2022:
|
|
|
|
|
|
Net sales
|
$
7,805,622
|
$
762,163
|
0
|
$
8,567,785
|
|
|
|
|
|
|
|
Depreciation
|
281,842
|
33,363
|
4,086
|
319,291
|
|
|
|
|
|
|
|
Segment operating profit
|
350,536
|
92,977
|
0
|
443,513
|
|
Selling and administrative
expenses
|
0
|
0
|
(565,740)
|
(565,740)
|
|
Gain on sale of property
|
0
|
0
|
4,738,394
|
4,738,394
|
|
Interest income
|
0
|
0
|
4,893
|
4,893
|
|
Income before income taxes
|
|
|
|
$
4,621,060
|
|
|
|
|
|
|
|
Capital expenditures
|
462,445
|
0
|
21,925
|
484,370
|
|
|
|
|
|
|
|
Segment assets:
|
|
|
|
|
|
Accounts receivable,
net
|
6,185,810
|
392,304
|
0
|
6,578,114
|
|
Inventories, net
|
8,549,836
|
1,371,636
|
0
|
9,921,472
|
|
Property, plant and
equipment, net
|
9,575,293
|
1,333,816
|
998,545
|
11,907,654
|
|
Other assets
|
0
|
0
|
8,491,734
|
8,491,734
|
|
|
|
|
|
$
36,898,974
|
|
|
|
|
|
|
|
Three Months Ended September 30,
2021:
|
|
|
|
|
|
Net sales
|
$
7,552,619
|
$
1,003,112
|
0
|
$
8,555,731
|
|
|
|
|
|
|
|
Depreciation
|
291,512
|
33,534
|
5,448
|
330,494
|
|
|
|
|
|
|
|
Segment operating profit
|
480,288
|
215,869
|
0
|
696,157
|
|
Selling and administrative
expenses
|
0
|
0
|
(491,547)
|
(491,547)
|
|
Interest income
|
0
|
0
|
3,049
|
3,049
|
|
Income before income taxes
|
|
|
|
$
207,659
|
|
|
|
|
|
|
|
Capital expenditures
|
77,007
|
0
|
165,395
|
242,402
|
|
|
|
|
|
|
|
Segment assets:
|
|
|
|
|
|
Accounts receivable,
net
|
5,623,045
|
451,698
|
0
|
6,074,743
|
|
Inventories, net
|
6,553,617
|
1,191,653
|
0
|
7,745,270
|
|
Property, plant and
equipment, net
|
9,986,600
|
1,468,262
|
1,263,290
|
12,718,152
|
|
Other assets
|
0
|
0
|
6,093,884
|
6,093,884
|
|
|
|
|
|
$
32,632,049
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
2022:
|
|
|
|
|
|
Net sales
|
$
24,019,067
|
$
2,769,812
|
0
|
$
26,788,879
|
|
|
|
|
|
|
|
Depreciation
|
845,524
|
100,089
|
14,526
|
960,139
|
|
|
|
|
|
|
|
Segment operating profit
|
1,685,574
|
516,367
|
0
|
2,201,941
|
|
Selling and administrative
expenses
|
0
|
0
|
(1,562,804)
|
(1,562,804)
|
|
Gain on sale of property
|
0
|
0
|
4,738,394
|
4,738,394
|
|
Interest income
|
0
|
0
|
8,746
|
8,746
|
|
Income before income taxes
|
|
|
|
$
5,386,277
|
|
|
|
|
|
|
|
Capital expenditures
|
597,991
|
0
|
98,082
|
696,073
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
2021:
|
|
|
|
|
|
Net sales
|
$
22,843,341
|
$
3,381,729
|
0
|
$
26,225,070
|
|
|
|
|
|
|
|
Depreciation
|
847,037
|
100,600
|
16,346
|
990,983
|
|
|
|
|
|
|
|
Segment operating profit
|
1,982,084
|
852,571
|
0
|
2,834,655
|
|
Selling and administrative
expenses
|
0
|
0
|
(1,547,845)
|
(1,547,845)
|
|
Interest income
|
0
|
0
|
17,484
|
17,484
|
|
Income before income taxes
|
|
|
|
$
1,304,294
|
|
|
|
|
|
|
|
Capital expenditures
|
410,281
|
0
|
177,334
|
587,615
|
8. On August 12, 2022,
the Company entered into a Purchase and Sale Agreement (the “PSA”)
with Frontenac Properties LLC (the “Purchaser”) pursuant to which
the Company agreed, subject to the terms and conditions of the PSA,
to sell its facility in Naperville, Illinois, in which the Company
headquarters and warehouse space are located, to the Purchaser.
On September 27, 2022, the Company’s sale of the facility to
the Purchaser was completed for a selling price of $5,350,000 in
cash, less customary closing costs. The net gain on the transaction
was $4,738,394. A portion of the net proceeds was invested in
U.S. Treasury bills and included in cash and cash equivalents on
September 30, 2022.
Concurrently with the
completion of the sale of the Naperville facility, the Company and
the Purchaser entered into a lease agreement pursuant to which the
Company will lease the warehouse portion of the Naperville facility
from the Purchaser until December 31, 2022 and the office portion
until June 30, 2023. The monthly rent payable by the Company
under the lease is $12,500 for the period from the closing until
December 31, 2022 and $8,500 for the period from January 1, 2023 to
June 30, 2023. The Company has adopted the practical
expedient for short-term leases under ASC 842 which allows for
leases of 12 months or less to be expensed on a straight-line basis
over the lease term without reporting on the balance sheet.
9
CHICAGO RIVET
& MACHINE CO.
Item 2. Management's Discussion
and Analysis of Financial Condition and Results of Operations.
Results of Operations
Net sales for
the third quarter of 2022 were $8,567,785 compared to $8,555,731 in
the third quarter of 2021, an increase of $12,054, or 0.1%. As of
September 30, 2022, year to date sales totaled $26,788,879 compared
to $26,225,070, for the first three quarters of 2021, an increase
of $563,809, or 2.1%. Net income for the third quarter of
2022 was $3,579,060, or $3.71 per share compared to $172,659, or
$0.18 per share in the third quarter of 2021. Net income for
the first three quarters of 2022 was $4,180,277, or $4.33 per
share, compared to net income of $1,032,294, or $1.07 per share,
for the same period in 2021. The increase in net income in the
third quarter and year-to-date was primarily due to a $4,738,394
gain on the sale of our Naperville property which was completed on
September 27, 2022.
Fastener
segment revenues were $7,805,622 in the third quarter of 2022
compared to $7,552,619 reported in the third quarter of 2021, an
increase of $253,003, or 3.3%. For the first three quarters
of 2022, fastener segment revenues were $24,019,067 compared to
$22,843,341 for the same period in 2021, an increase of $1,175,726,
or 5.1%. The automotive sector is the primary market for our
fastener segment products and sales to automotive customers were
$4,813,646 in the third quarter this year compared to $4,259,544 in
the third quarter of 2021, an increase of $554,102, or 13.0%.
Sales to automotive customers for the first nine months of
2022 were $14,268,638 compared to $13,410,100 for the first nine
months of 2021, an increase of $858,538, or 6.4%. North
American light vehicle production and sales have improved over
2021, but continue to be constrained by shortages of critical
components. Fastener segment sales to non-automotive
customers were $2,991,976 for the third quarter of 2022 compared to
$3,293,075 in the third quarter of 2021, a $301,099 decline.
Sales to non-automotive customers for the first three
quarters of 2022 were $9,750,429 compared to $9,433,241 in the year
earlier period, an increase of $317,188, or 3.4%. The overall
increase in fastener segment sales during the third quarter and
year-to-date was offset by higher operating costs as historically
high inflation continued to negatively impact raw material, labor
and most other operating costs. As a result, third quarter
fastener segment gross profit was $972,363 compared to $1,195,425
in 2021, a decline of $220,764. On a year-to-date basis,
fastener segment gross profit was $3,722,743 compared to $4,113,646
for the first three quarters of 2021, a decline of $388,605.
Assembly
equipment segment revenues were $762,163 in the third quarter of
2022 compared to $1,003,112 in the third quarter of 2021, a decline
of $240,949, or 24.0%. For the first nine months of 2022,
assembly equipment segment revenues were $2,769,812 compared to
$3,381,729 for the same period of 2021, a decline of $611,917, or
18.1%. The third quarter and year-to-date decline in revenue
was primarily due to fewer machines sold and a lower average
selling price on machines sold in the current year, as the first
three quarters of 2021 included a number of high-dollar value
specialty machines. Lower sales, along with higher operating
costs, contributed to a decline in segment gross profit for the
quarter and the first nine months of 2022. Assembly equipment
segment gross profit for the third quarter of 2022 was $147,545
compared to $290,606 in the third quarter of 2021, a decline of
$143,061. For the first three quarters of 2022, gross profit
was $699,764 compared to $1,083,899 in 2021, a decline of
$384,135.
Selling
and administrative expenses for the third quarter of 2022 were
$1,250,385 compared to $1,290,046 in the third quarter of 2021, a
reduction of $39,661, or 3.1%. While salaries were
approximately $50,000 lower in the current year quarter, that
reduction was offset by a $69,000 increase in profit sharing
expense. For the first nine months of 2022, selling and
administrative expenses were $3,809,970 compared to $3,936,995 for
the same period in 2021, a decrease of $127,025, or 3.2%. The
net reduction in the first three quarters of 2022 primarily relates
to a reduction in salaries of approximately $137,000 which was only
partially offset by an increase of $44,000 in outside consulting,
related to recruiting and technology services, and a $40,000
increase in profit sharing expense. Selling and
administrative expenses as a percentage of net sales for the first
nine months of 2022 were reduced to 14.2%, from 15.0% for the first
nine months of 2021.
As previously disclosed in a Current Report on Form 8-K filed on
September 30, 2022, we sold our Naperville, Illinois facility in
which the Company’s headquarters and warehouse space is located for
a selling price of $5,350,000 in cash, less customary closing
costs. Concurrently with the completion of the sale, the
Company entered into a lease agreement with the purchaser pursuant
to which the Company will lease the warehouse portion of the
Naperville facility from the purchaser until December 31, 2022 and
the office portion until June 30, 2023. The monthly rent
payable by the Company under the Lease is $12,500 for the period
from the closing until December 31, 2022 and $8,500 for the period
from January 1, 2023 to June 30, 2023. The sale was
undertaken in order to take advantage of favorable market
conditions and begin the process of relocating to a more suitable
sized facility.
Other Income
Other income
in the third quarter of 2022 was $13,143, compared to $11,674 in
the third quarter of 2021. The increase was primarily due to
higher interest rates in recent months on certificates of deposit.
Other income for the first three quarters of 2022 was $35,346
compared to $43,744 in the same period of 2021. The
year-to-date decline was primarily due to a reduction in interest
income due to lower average balances invested in the current
year.
Income Tax Expense
The Company’s
effective tax rates were approximately 22.5% and 16.9% for the
third quarter of 2022 and 2021, respectively. The Company’s
effective tax rates were approximately 22.4% and 20.9% for the nine
months ended September 30, 2022 and 2021, respectively.
Liquidity and Capital
Resources
Working
capital improved to $21,504,425 as of September 30, 2022 from
$17,421,585 at the beginning of the year. The improvement was
primarily due to the gain realized on the sale of our Naperville
property during the third quarter. During the first three
quarters of 2022, accounts receivable increased by $930,130, due to
the greater sales activity compared to the fourth quarter of 2021,
and inventory increased by $1,401,692 due to higher raw material
prices and an increase in quantities on hand to minimize supply
disruptions. Partially offsetting these changes is an
increase in income taxes payable related to the gain on the sale of
property. Other items reducing working capital in 2022 were
capital expenditures of $696,073, which consisted primarily of
equipment used in fastener production activities, and dividends
paid of $637,647. These changes and other cash flow activity
resulted in a balance of cash, cash equivalents and short-term
investments of $8,069,732 as of September 30, 2022 compared to
$4,777,954 as of the beginning of the year. Management
believes that current cash, cash equivalents and operating cash
flow will provide adequate working capital for the next twelve
months.
Results of Operations
Summary
Overall
customer demand remained positive during the third quarter despite
sporadic constraints from some of our automotive customers related
to their critical parts shortages. We have experienced higher
operating costs related to historically high inflation and ongoing
supply chain disruptions that has negatively impacted operating
results. Cost increases can be difficult to recover and are
expected to persist while supply imbalances persist. Just as
significant, the tight labor market has made it difficult to
maintain proper staffing and has resulted in less efficient
operations and unmet customer demand. These factors are
expected to continue to present challenges in the near-term.
Rising interest rates have further unsettled the economic
outlook. As we face these challenges, we will make
adjustments to our activities as market conditions dictate,
including continuing our efforts to optimize staffing in order to
improve operating efficiencies, while pursuing opportunities
beneficial to operating results.
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, those disclosed under "Risk Factors"
in our Annual Report on Form 10-K and in the other filings we make
with the United States Securities and Exchange Commission.
These factors, include among other things: risk related to
the COVID-19 pandemic and its related adverse effects, conditions
in the domestic automotive industry, upon which we rely for sales
revenue, the intense competition in our markets, the concentration
of our sales with major customers, risks related to export sales,
the price and availability of raw materials, supply chain
disruptions, labor relations issues, losses related to product
liability, warranty and recall claims, costs relating to
environmental laws and regulations, information systems
disruptions, the loss of the services of our key employees and
difficulties in achieving cost savings. 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.
Item 4. Controls and
Procedures.
(a) Disclosure Controls
and Procedures. The Company's management, with the
participation of the Company's Chief Executive Officer and
President, Chief Operating Officer and Treasurer (the Company’s
principal 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 President,
Chief Operating Officer and Treasurer 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
31Rule
13a-14(a) or 15d-14(a) Certifications
31.1Certification
Pursuant to Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant
to
Section 302 of the Sarbanes-Oxley Act
of 2002.
31.2Certification
Pursuant to Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant
to
Section 302 of the Sarbanes-Oxley Act
of 2002.
32Section
1350 Certifications
32.1Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to
Section 906 of the Sarbanes-Oxley Act
of 2002.
32.2Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to
Section 906 of the Sarbanes-Oxley Act
of 2002.
101.INS
Inline
XBRL Instance Document – the instance document does not appear
in the Interactive Data File because its XBRL tags are embedded
within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase
Document
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101).
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 8,
2022
/s/
Walter
W. Morrissey
Walter W. Morrissey
Chairman of the Board of Directors
and
Chief Executive Officer
(Principal Executive Officer)
Date: November 8,
2022
/s/
Michael
J. Bourg
Michael J. Bourg
President, Chief Operating
Officer
and Treasurer
(Principal Financial Officer)
13