-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oIB2pLDs4+tiINXQuAp01AimV1B/bJw4u1oeKwRj8mJ5jlNVFrR0I7D/YMUTaTvT KMTqn08+K5YwrgejUzPffg== 0000950124-95-001466.txt : 19950530 0000950124-95-001466.hdr.sgml : 19950530 ACCESSION NUMBER: 0000950124-95-001466 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950512 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHICAGO RIVET & MACHINE CO CENTRAL INDEX KEY: 0000019871 STANDARD INDUSTRIAL CLASSIFICATION: 3452 IRS NUMBER: 360904920 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-01227 FILM NUMBER: 95537439 BUSINESS ADDRESS: STREET 1: 901 FRONTENAC RD STREET 2: P O BOX 3061 CITY: NAPERVILLE STATE: IL ZIP: 60566 BUSINESS PHONE: 7083578500 MAIL ADDRESS: STREET 1: 901 FRONTENAC RD STREET 2: P O BOX 3061 CITY: NAPERVILLE STATE: IL ZIP: 60566 10-Q 1 FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter ended March 31, 1995 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 Identification No.) incorporation or organization) P. O. Box 3061 901 Frontenac Road Naperville, Illinois 60566 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (708) 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. CLASS OUTSTANDING AT MARCH 31, 1995 COMMON STOCK, $2.00 PAR VALUE 586,648 SHARES DOCUMENTS INCORPORATED BY REFERENCE (1) Portions of the Company's Interim Report to Shareholders for the Quarter ended March 31, 1995 are incorporated by reference in Part I of this Report. 2 CHICAGO RIVET & MACHINE CO. INDEX
PART I. FINANCIAL INFORMATION Page No. -------- Balance Sheets at March 31, 1995 2-3 and December 31, 1994. Statements of Operations for the Three Months Ended March 31, 1995 and 1994. 4 Statements of Retained Earnings for the Three Months Ended March 31, 1995 and 1994. 5 Statements of Cash Flows for the Three Months Ended March 31, 1995 and 1994. 6 Notes to the Financial Statements 7-8 Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION 10-12
3 CHICAGO RIVET & MACHINE CO. Balance Sheets March 31, 1995 and December 31, 1994 Assets
March 31, December 31, 1995 1994 ----------- ------------ (unaudited) Current Assets: Cash and cash equivalents $ 1,929,170 $ 2,225,445 Certificates of deposit 2,497,115 2,126,240 U. S. Government securities, at amortized cost, which approximates market 1,515,232 1,631,975 Accounts receivable - net of allowances 3,291,303 2,872,562 Inventories: Raw materials 851,642 828,616 Work in process 1,205,785 1,172,978 Finished goods 2,408,445 2,342,942 ----------- ----------- Total inventories 4,465,872 4,344,536 ----------- ----------- Deferred income taxes (Note 4) 695,626 683,064 Other current assets 221,423 310,103 ----------- ----------- Total Current Assets 14,615,741 14,193,925 ----------- ----------- Goodwill, net of amortization 52,091 58,340 ----------- ----------- Property, Plant and Equipment At Cost: Land and improvements 346,542 346,542 Buildings and improvements 3,711,612 3,704,730 Production equipment, leased machines and other 14,242,328 14,179,089 ----------- ----------- 18,300,482 18,230,361 Less - Accumulated Depreciation 12,717,878 12,559,541 ----------- ----------- Net Property, Plant and Equipment 5,582,604 5,670,820 ----------- ----------- Total Assets $20,250,436 $19,923,085 =========== ===========
See Notes to the Financial Statements -2- 4 CHICAGO RIVET & MACHINE CO. Balance Sheets March 31, 1995 and December 31, 1994 Liabilities and Shareholders' Equity
March 31, December 31, 1995 1994 ----------- ------------ (unaudited) Current Liabilities: Accounts payable $ 957,987 $ 1,144,529 Contributions due profit - sharing and pension plans 122,853 322,309 Wages and salaries 660,421 638,565 Other accrued expenses (Note 5) 1,080,804 602,194 Unearned lease revenue 76,580 105,352 Federal and state income taxes 536,826 412,369 ----------- ----------- Total Current Liabilities 3,435,471 3,225,318 Deferred Income Taxes (Note 4) 1,022,372 995,767 ----------- ----------- Total Liabilities 4,457,843 4,221,085 ----------- ----------- Shareholders' Equity: Preferred stock, no par value: authorized 500,000 shares - none outstanding -- -- Common stock, $2.00 par value: authorized 2,000,000 shares - issued and outstanding 586,648 1,173,296 1,173,296 Additional paid - in capital 460,959 460,959 Retained earnings 14,158,338 14,067,745 ----------- ----------- Total Shareholders' Equity 15,792,593 15,702,000 ----------- ----------- Commitments and Contingencies (Note 3) -- -- ----------- ----------- Total Liabilities and Shareholders' Equity $20,250,436 $19,923,085 =========== ===========
See Notes to the Financial Statements -3- 5 CHICAGO RIVET & MACHINE CO. Statements of Operations For the Three Months Ended March 31, 1995 and 1994 (unaudited)
Three Months Ended ----------------------------- March 31, 1995 1994 ----------- ------------ Net sales $ 6,327,461 $ 5,703,776 Lease revenue 131,196 156,871 ----------- ------------ 6,458,657 5,860,647 Cost of goods sold and costs related to lease revenue 4,216,223 3,844,969 ----------- ------------ Gross profit 2,242,434 2,015,678 Shipping, selling and administrative expenses 1,217,026 1,202,840 Profit sharing and pension expenses 75,000 48,000 ----------- ------------ 950,408 764,838 Other income and expenses: Interest income from U.S. Government securities and certificates of deposit 71,344 35,964 Gain from sale of leased machines and other equipment 579 30,870 Other income, net of other expense (6,088) (6,181) ----------- ------------ Income before income taxes 1,016,243 825,491 Provision for income taxes 427,000 326,000 ----------- ------------ Net income $ 589,243 $ 499,491 =========== ============ Average common shares outstanding 586,648 587,148 =========== ============ Per share data: Net income per share $ 1.00 $ .85 =========== ============ Cash dividends declared per share $ .85 $ .65 =========== ============
See Notes to the Financial Statements -4- 6 CHICAGO RIVET & MACHINE CO. Statements of Retained Earnings For the Three Months Ended March 31, 1995 and 1994 (unaudited)
March 31, ----------------------------- 1995 1994 ----------- ----------- Retained earnings at beginning of period $14,067,745 $13,081,301 Net income for the three months ended 589,243 499,491 Cash dividends declared in the period - $.85 and $.65 per share in 1995 and 1994, respectively (498,650) (381,647) ----------- ----------- Retained earnings at end of period $14,158,338 $13,199,145 =========== ===========
See Notes to the Financial Statements -5- 7 CHICAGO RIVET & MACHINE CO. Statements of Cash Flows For the Three Months Ended March 31, 1995 and 1994 (unaudited)
March 31, -------------------------------- 1995 1994 ------------- ------------- Cash flows from operating activities: Net income $ 589,243 $ 499,491 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 166,333 161,132 Net gain on the sale of properties (579) (30,870) Deferred income taxes 14,043 13,489 Changes in current assets and current liabilities: Accounts receivable, net (418,741) (206,254) Inventories (121,336) (133,468) Accounts payable (186,542) (190,322) Other, net 162,719 (78,506) ------------- ------------- Net cash provided by operating activities 205,140 34,692 ------------- ------------- Cash flows from investing activities: Capital expenditures (75,464) (13,824) Net proceeds from the sale of properties 4,175 99,860 Proceeds from the maturity of held-to-maturity securities 2,451,494 1,950,030 Purchases of held-to-maturity securities (2,705,626) (1,537,768) ------------- ------------- Net cash provided (used) by investing activities (325,421) 498,298 ------------- ------------- Cash flows from financing activities Cash dividends declared (175,994) (176,145) ------------- ------------- Net cash used by financing activities (175,994) (176,145) ------------- ------------- Net increase (decrease) in cash and cash equivalents (296,275) 356,845 Cash and cash equivalents at beginning of period 2,225,445 1,896,696 ------------- ------------- Cash and cash equivalents at end of period $ 1,929,170 $ 2,253,541 ============= ============= Cash paid during the period for: Income taxes $ 288,500 $ 285,000
See Notes to the Financial Statements -6- 8 CHICAGO RIVET & MACHINE CO. NOTES TO THE FINANCIAL STATEMENTS (Unaudited) 1. In the opinion of the Company, the accompanying unaudited financial statements contain all adjustments necessary to present fairly the financial position of the Company as of March 31, 1995 and December 31, 1994 and the results of operations and changes in cash flow for the indicated periods. The unaudited financial statements reflect certain estimated inventories as of the end of the interim periods. 2. The results of operations for the three month period ending March 31, 1995 are not necessarily indicative of the results to be expected for the year. 3. The Company is, from time to time, involved in litigation, including environmental claims, in the normal course of business. With regard to environmental claims, the Company, and a former subsidiary, W.S. & W.C., Inc., have been named by state and/or federal government agencies as "potentially responsible parties" with respect to certain waste disposal sites. As a potentially responsible party, the Company, or its former subsidiary, may be considered jointly and severally liable, along with other potentially responsible parties, for the cost of remediation of these waste sites. The actual cost of remediation is presently unknown; however, estimates currently available suggest that the cost of remediation at these sites will be between $77 and $100 million. Despite the joint and several nature of the liability, these proceedings are frequently resolved on the basis of the quantity and type of waste disposed by the parties. The actual amount of liability for the Company, and its former subsidiary, is unknown due to disagreement concerning the allocation of responsibility, uncertainties regarding the amount of contribution that will be available from other parties and uncertainties related to insurance coverage. After investigation of the quantities and type of waste disposed at these sites, it is management's opinion that any liability will not be material to the Company's financial condition. Nevertheless, it is unlikely that the Company will not incur significant costs associated with these proceedings and accordingly the Company has recorded a liability of $546,000 related to these matters. The adequacy of this reserve will be reviewed periodically as more definitive cost information becomes available. 4. At March 31, 1995 significant deferred tax liabilities and assets were comprised of the following: Depreciation $(1,043,419) ----------- (1,043,419) Environmental accruals 218,298 Inventory valuations 209,461 Accrued vacation 144,956 Doubtful accounts 57,790 Unearned rental revenue 30,632 Other 55,536 ----------- 716,673 ----------- $ (326,746) ===========
-7- 9 CHICAGO RIVET & MACHINE CO. NOTES TO THE FINANCIAL STATEMENTS (CON'T.) (Unaudited) 5. Other Accrued Expenses - accrued expenses consist of the following:
March 31, 1995 December 31, 1994 -------------- ----------------- Property taxes $ 83,466 $ 64,366 Environmental costs 545,744 513,583 Dividends payable 322,656 -- All other items 128,938 24,245 ---------- ---------- $1,080,804 $ 602,194 ========== ==========
-8- 10 CHICAGO RIVET & MACHINE CO. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS See the Company's Interim Report to Shareholders for the quarter ended March 31, 1995 for a discussion and analysis of financial condition and results of operations. This section is incorporated herein by reference. The Interim Report is filed as an exhibit to this report on pages 11 and 12. -9- 11 PART II -- OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (b) Reports on Form 8-K--No reports on Form 8-K were filed during the three months ended March 31, 1995. 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: May 12, 1995 John A. Morrissey ---------------------------------- Chairman of the Board of Directors and Chief Executive Officer Date: May 12, 1995 John C. Osterman ---------------------------------- President, Chief Operating Officer and Treasurer (Principal Financial Officer) Date: May 12, 1995 Stephen D. Voss ---------------------------------- Assistant Treasurer and Controller -10- 12 E X H I B I T S To Our Shareholders: The comparative results of operations of Chicago Rivet & Machine Co. for the first quarter of 1995 and 1994 are summarized below. Net sales and lease revenues recorded during the first quarter of 1995 totaled $6,458,657. This represents an improvement of approximately 10% when compared with $5,860,647 recorded during the first quarter of 1994. Revenues from the sale of both fasteners and automatic rivet setting equipment have improved compared with the same period of 1994. Revenues associated with the sale of products acquired in connection with the Company's 1993 acquisition of Textron's Townsend Automation Division continue to be a significant component of the Company's revenues; however, the 1995 increase in revenues is entirely attributable to increases in the sales of the Company's traditional products. Net income amounted to $589,243 or $1.00 per share on 586,648 average shares outstanding during the first quarter of 1995. This is an 18% improvement over the first quarter of 1994, when net income totaled $499,491 or $.85 per share on 587,148 average shares outstanding. The improvement in earnings is largely a result of increased volumes and, to a lesser extent, incremental improvements in operating efficiencies. Our results for the first quarter demonstrate the Company's ability to take advantage of opportunities that exist in our markets. Sales revenues exceeded expectations as demand for our products continued to be relatively strong. Although the level of incoming orders remains strong on an overall basis, there are indications that business conditions may well soften in the months ahead. If so, we would not anticipate that the balance of the year will be as strong as the first quarter, but we are confident that 1995 will be another good year for the Company. The 1995 annual meeting of shareholders will be held at the Company's headquarters in Naperville, Illinois at 10:00 AM on Tuesday, May 9, 1995. All shareholders are cordially invited to attend. Formal notice of the meeting, proxy materials and the Company's 1994 Annual Report to Shareholders were distributed early in April. If you have not already completed and returned your proxy, we ask that you do so at your earliest convenience. Thank you. Respectfully yours, John A. Morrissey John C. Osterman Chairman President April 26, 1995 -11- 13 - - - - -------------------------------------------------------------------------------- CHICAGO RIVET & MACHINE CO. Summary of Results of Operations
For the Three Months Ended: March 31, March 31, 1995 1994 ----------- ----------- Net sales and lease revenue .................... $ 6,458,657 $ 5,860,647 Income before taxes ............................ 1,016,243 825,491 Income after taxes ............................. 589,243 499,491 Net income per share............................ 1.00 .85 Average shares outstanding...................... 586,648 587,148 - - - - ----------------------------------------------------------------------------------------------
(All figures subject to year end audit) -12- EX-27 2 FINANCIAL DATA SCHEDULE - 3 MONTH
5 3-MOS DEC-31-1995 MAR-31-1995 1,929,170 4,012,347 3,435,778 144,475 4,465,872 14,615,741 18,300,482 12,717,878 20,250,436 3,435,471 0 1,173,296 0 0 14,619,297 20,250,436 6,327,461 6,458,657 4,216,223 5,508,249 (65,835) 0 0 1,016,243 427,000 589,243 0 0 0 589,243 1.00 1.00
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