-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AMa6KS4VfiQuekZJOZj4NsjDZjts1ub7/dMeNPCxU4qPkEhe9NkS0xRk91HCK98W hKD7CIUjvma/l9uETB4n/w== 0000950137-07-016728.txt : 20071107 0000950137-07-016728.hdr.sgml : 20071107 20071107160139 ACCESSION NUMBER: 0000950137-07-016728 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071107 DATE AS OF CHANGE: 20071107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHICAGO RIVET & MACHINE CO CENTRAL INDEX KEY: 0000019871 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] 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: 071221516 BUSINESS ADDRESS: STREET 1: 901 FRONTENAC RD STREET 2: P O BOX 3061 CITY: NAPERVILLE STATE: IL ZIP: 60566 BUSINESS PHONE: 6303578500 MAIL ADDRESS: STREET 1: 901 FRONTENAC RD STREET 2: P O BOX 3061 CITY: NAPERVILLE STATE: IL ZIP: 60566 10-Q 1 c21235e10vq.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ___________ Commission file number 0-1227 Chicago Rivet & Machine Co. (Exact Name of Registrant as Specified in Its Charter) Illinois 36-0904920 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.)
901 Frontenac Road, Naperville, Illinois 60563 (Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (630) 357-8500 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer X --- --- --- Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X --- --- As of September 30, 2007, 966,132 shares of the registrant's common stock were outstanding. CHICAGO RIVET & MACHINE CO. INDEX
Page ----- PART I. FINANCIAL INFORMATION (Unaudited) Condensed Consolidated Balance Sheets at September 30, 2007 and December 31, 2006 2-3 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2007 and 2006 4 Condensed Consolidated Statements of Retained Earnings for the Nine Months Ended September 30, 2007 and 2006 5 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2007 and 2006 6 Notes to the Condensed Consolidated Financial Statements 7-9 Management's Discussion and Analysis of Financial Condition and Results of Operations 10-11 Controls and Procedures 12 PART II. OTHER INFORMATION 13-19
1 Item 1. Financial Statements. CHICAGO RIVET & MACHINE CO. Condensed Consolidated Balance Sheets September 30, 2007 and December 31, 2006
September 30, December 31, 2007 2006 ------------- ------------ (Unaudited) Assets Current Assets: Cash and cash equivalents $ 1,645,425 $ 367,581 Certificates of deposit 4,880,000 5,405,000 Accounts receivable, net of allowance of $138,000 and $150,000, respectively 6,152,447 5,902,628 Inventories: Raw materials 1,373,218 1,333,857 Work in process 2,084,356 1,907,653 Finished goods 2,106,159 2,239,799 ----------- ----------- Total inventories 5,563,733 5,481,309 ----------- ----------- Deferred income taxes 496,191 499,191 Prepaid income taxes -- 118,914 Other current assets 379,091 294,593 ----------- ----------- Total current assets 19,116,887 18,069,216 ----------- ----------- Property, Plant and Equipment: Land and improvements 1,029,035 1,029,035 Buildings and improvements 6,373,387 6,321,609 Production equipment, leased machines and other 28,127,457 29,411,746 ----------- ----------- 35,529,879 36,762,390 Less accumulated depreciation 26,210,372 26,925,130 ----------- ----------- Net property, plant and equipment 9,319,507 9,837,260 ----------- ----------- Total assets $28,436,394 $27,906,476 =========== ===========
See Notes to the Condensed Consolidated Financial Statements 2 CHICAGO RIVET & MACHINE CO. Condensed Consolidated Balance Sheets September 30, 2007 and December 31, 2006
September 30, December 31, 2007 2006 ------------- ------------ (Unaudited) Liabilities and Shareholders' Equity Current Liabilities: Accounts payable $ 1,435,894 $ 1,431,468 Accrued wages and salaries 852,304 693,442 Contributions due profit sharing plan 195,000 225,000 Accrued plant closing expenses 1,840 217,443 Other accrued expenses 276,853 259,680 ----------- ----------- Total current liabilities 2,761,891 2,827,033 Deferred income taxes 987,275 1,076,275 ----------- ----------- Total liabilities 3,749,166 3,903,308 ----------- ----------- Commitments and contingencies (Note 4) -- -- Shareholders' Equity: Preferred stock, no par value, 500,000 shares authorized: none outstanding -- -- Common stock, $1.00 par value, 4,000,000 shares authorized: 1,138,096 shares issued 1,138,096 1,138,096 Additional paid-in capital 447,134 447,134 Retained earnings 27,024,096 26,340,036 Treasury stock, 171,964 shares at cost (3,922,098) (3,922,098) ----------- ----------- Total shareholders' equity 24,687,228 24,003,168 ----------- ----------- Total liabilities and shareholders' equity $28,436,394 $27,906,476 =========== ===========
See Notes to the Condensed Consolidated Financial Statements 3 CHICAGO RIVET & MACHINE CO. Condensed Consolidated Statements of Operations For the Three and Nine Months Ended September 30, 2007 and 2006 (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, ----------------------- ------------------------- 2007 2006 2007 2006 ---------- ---------- ----------- ----------- Net sales $9,020,453 $9,107,430 $29,051,926 $31,053,347 Lease revenue 23,150 25,033 69,573 77,433 ---------- ---------- ----------- ----------- 9,043,603 9,132,463 29,121,499 31,130,780 Cost of goods sold and costs related to lease revenue 7,142,436 7,352,636 23,070,223 24,517,941 ---------- ---------- ----------- ----------- Gross profit 1,901,167 1,779,827 6,051,276 6,612,839 Selling and administrative expenses 1,442,505 1,491,616 4,491,382 4,758,465 Plant closing expenses (459) 8,204 20,337 408,605 ---------- ---------- ----------- ----------- Operating profit 459,121 280,007 1,539,557 1,445,769 Other income and expenses: Interest income 77,380 66,572 224,837 176,490 Other income 3,600 3,600 11,378 12,730 ---------- ---------- ----------- ----------- Income before income taxes 540,101 350,179 1,775,772 1,634,989 Provision for income taxes 168,000 112,000 570,000 539,000 ---------- ---------- ----------- ----------- Net income $ 372,101 $ 238,179 $ 1,205,772 $ 1,095,989 ========== ========== =========== =========== Average common shares outstanding 966,132 966,132 966,132 966,132 ========== ========== =========== =========== Per share data: Net income per share $ 0.39 $ 0.24 $ 1.25 $ 1.13 ========== ========== =========== =========== Cash dividends declared per share $ 0.18 $ 0.18 $ 0.54 $ 0.54 ========== ========== =========== ===========
See Notes to the Condensed Consolidated Financial Statements 4 CHICAGO RIVET & MACHINE CO. Condensed Consolidated Statements of Retained Earnings For the Nine Months Ended September 30, 2007 and 2006 (Unaudited)
2007 2006 ----------- ----------- Retained earnings at beginning of period $26,340,036 $25,915,024 Net income for the nine months ended 1,205,772 1,095,989 Cash dividends declared in the period, $.54 per share in 2007 and 2006 (521,712) (521,712) ----------- ----------- Retained earnings at end of period $27,024,096 $26,489,301 =========== ===========
See Notes to the Condensed Consolidated Financial Statements 5 CHICAGO RIVET & MACHINE CO. Condensed Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 2007 and 2006 (Unaudited)
2007 2006 ------------ ------------ Cash flows from operating activities: Net income $ 1,205,772 $ 1,095,989 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 845,896 1,234,514 Net gain on the sale of equipment (25,022) (10,330) Deferred income taxes (86,000) (209,000) Changes in operating assets and liabilities: Accounts receivable, net (249,819) (1,296,270) Inventories (82,424) (243,297) Other current assets 34,416 (116,521) Accounts payable 4,426 159,361 Accrued wages and salaries 158,862 226,675 Accrued profit sharing contribution (30,000) 127,000 Other accrued expenses (198,430) 130,043 ------------ ------------ Net cash provided by operating activities 1,577,677 1,098,164 ------------ ------------ Cash flows from investing activities: Capital expenditures (340,937) (1,154,760) Proceeds from the sale of equipment 37,816 16,500 Proceeds from certificates of deposit 13,405,000 6,275,000 Purchases of certificates of deposit (12,880,000) (10,275,000) ------------ ------------ Net cash provided by (used in) investing activities 221,879 (5,138,260) ------------ ------------ Cash flows from financing activities: Cash dividends paid (521,712) (521,712) ------------ ------------ Net cash used in financing activities (521,712) (521,712) ------------ ------------ Net increase (decrease) in cash and cash equivalents 1,277,844 (4,561,808) Cash and cash equivalents at beginning of period 367,581 4,730,837 ------------ ------------ Cash and cash equivalents at end of period $ 1,645,425 $ 169,029 ============ ============ Supplemental schedule of non-cash investing activities: Capital expenditures in accounts payable $ -- $ 33,061
See Notes to the Condensed Consolidated Financial Statements 6 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, 2007 (unaudited) and December 31, 2006 (audited) and the results of operations and changes in cash flows for the indicated periods. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. The results of operations for the three and nine-month period ending September 30, 2007 are not necessarily indicative of the results to be expected for the year. 3. The Company extends credit on the basis of terms that are customary within our markets to various companies doing business primarily in the automotive industry. The Company has a concentration of credit risk primarily within the automotive industry and in the Midwestern United States. 4. The Company is, from time to time, involved in litigation, 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. 5. The Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 "Accounting for Uncertainty in Income Taxes" ("FIN 48"), on January 1, 2007. There was no effect on retained earnings related to this adoption. Consistent with FIN 48, the Company classifies interest and penalties related to unrecognized tax benefits as a component of income tax expense. The Company's federal income tax returns for the 2005 and 2006 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. The 2004 federal income tax return was examined by the IRS and no adjustments were made as a result of the examination. No statutes have been extended on any of the Company's federal income tax filings. The statute of limitations on the Company's 2005 and 2006 federal income tax returns will expire on September 15, 2009 and 2010, respectively. The Company's state income tax returns for the 2004 through 2006 tax years remain subject to examination by various state authorities with the latest closing period on October 31, 2010. The Company is currently not under examination by any state authority for income tax purposes and no statutes for state income tax filings have been extended. 6. The Company recorded various charges during 2006 and 2007 related to the closure of its Jefferson, Iowa facility. The facility had been operating below capacity and after the transfer of production activities to Tyrone, Pennsylvania, operations ceased in December 2006. As a result of the closure, the Company recorded plant closing expenses of $422,934 in the year ended December 31, 2006, and $20,337 in the period ended September 30, 2007. The following is a summary of liabilities recorded on the accompanying balance sheets as accrued plant closing expenses:
Severance Facility and Benefits Closure Costs Total ------------ ------------- --------- Balance at December 31, 2006 $ 177,074 $ 40,369 $ 217,443 Charge -- 21,157 21,157 Payments (174,414) (61,526) (235,940) Non-cash reduction (820) -- (820) --------- -------- --------- Balance at September 30, 2007 $ 1,840 $ -- $ 1,840 --------- -------- ---------
7 CHICAGO RIVET & MACHINE CO. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 7. Segment Information--The Company operates in two business segments as determined by its products. The fastener segment includes rivets, cold-formed fasteners and screw machine products. The assembly equipment segment includes automatic rivet setting machines, parts and tools for such machines and the leasing of automatic rivet setting machines. Information by segment is as follows:
Assembly Fastener Equipment Other Consolidated ---------- ---------- ---------- ------------ Three Months Ended September 30, 2007: Net sales and lease revenue $7,905,111 $1,138,492 $ -- $ 9,043,603 Depreciation 238,782 21,250 23,616 283,648 Segment profit 797,182 171,559 968,741 Selling and administrative expenses (506,479) (506,479) Plant closing expenses 459 459 Interest income 77,380 77,380 ----------- Income before income taxes 540,101 ----------- Capital expenditures 31,267 1,459 -- 32,726 Segment assets: Accounts receivable, net 5,631,651 520,796 6,152,447 Inventories 4,034,745 1,528,988 5,563,733 Property, plant and equipment, net 7,305,274 1,142,874 871,359 9,319,507 Other assets 7,400,707 7,400,707 ----------- 28,436,394 ----------- Three Months Ended September 30, 2006: Net sales and lease revenue $7,833,763 $1,298,700 $ -- $ 9,132,463 Depreciation 368,575 25,377 23,152 417,104 Segment profit 441,743 348,214 789,957 Selling and administrative expenses (498,146) (498,146) Plant closing expenses (8,204) (8,204) Interest income 66,572 66,572 ----------- Income before income taxes 350,179 ----------- Capital expenditures 194,275 -- 58,174 252,449 Segment assets: Accounts receivable, net 5,907,432 759,449 6,666,881 Inventories 4,544,100 1,670,892 6,214,992 Property, plant and equipment, net 7,830,427 1,207,493 960,725 9,998,645 Other assets 6,051,883 6,051,883 ----------- 28,932,401 -----------
8 CHICAGO RIVET & MACHINE CO. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Assembly Fastener Equipment Other Consolidated ----------- ----------- ----------- ------------ Nine Months Ended September 30, 2007: Net sales and lease revenue $25,491,263 $ 3,630,236 $ -- $29,121,499 Depreciation 711,539 63,509 70,848 845,896 Segment profit 2,456,158 712,971 3,169,129 Selling and administrative expenses (1,597,857) (1,597,857) Plant closing expenses (20,337) (20,337) Interest income 224,837 224,837 ----------- Income before income taxes 1,775,772 ----------- Capital expenditures 316,971 23,966 -- 340,937 Nine Months Ended September 30, 2006: Net sales and lease revenue $26,543,850 $ 4,586,930 $ -- $31,130,780 Depreciation 1,091,291 76,131 67,092 1,234,514 Segment profit 2,291,848 1,201,764 -- 3,493,612 Selling and administrative expenses (1,626,508) (1,626,508) Plant closing expenses (408,605) (408,605) Interest income 176,490 176,490 ----------- Income before income taxes 1,634,989 ----------- Capital expenditures 1,115,104 -- 72,717 1,187,821
9 CHICAGO RIVET & MACHINE CO. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Net revenues in the third quarter of 2007 were $9,043,603, a decline of one percent compared to 2006 when revenues were $9,132,463. While the fastener segment recorded an increase in revenues of $71,348 during the period, the decline in assembly equipment sales more than offset this improvement. Net income improved in the third quarter of 2007 to $.39 per share from $.24 per share in the year earlier period, despite lower revenues, primarily due to lower operating expenses. Net revenues for the first nine months of 2007 were $29,121,499, compared to $31,130,780 in 2006. Net income after three quarters this year was $1,205,772, or $1.25 per share, compared with $1,095,989, or $1.13 per share, in 2006. The improvement in net income was primarily due to higher plant closing expenses in the prior year and lower operating expenses in the current year. Within the fastener segment, third quarter revenues increased to $7,905,111 in 2007 from $7,833,763 in the third quarter of 2006, or 1%. This increase was the result of improved sales to our non-automotive customers, as the domestic automotive market continues to see lower production levels compared to the year earlier period. The reduction of certain segment expenses in the current year quarter further improved our operating results. Tooling expenses declined $185,000 due to higher than normal tooling associated with new parts incurred in the third quarter of 2006. Segment depreciation in the third quarter was $130,000 lower than last year, as certain equipment became fully depreciated in 2006. Additionally, the transfer of production activities from Jefferson, Iowa to Tyrone, Pennsylvania that was begun in the third quarter of 2006 resulted in expense reductions due to the elimination of certain costs in the current year. The combination of higher revenues and the overall reduction in operating expenses resulted in an improvement in segment gross margin to approximately $1,559,000 from $1,227,000 in the year earlier quarter. For the first nine months of the year, fastener segment revenues were $25,491,263, a decline of $1,052,587, or 4%, from the $26,543,850 reported for 2006. Year to date sales have been more negatively impacted by reduced demand from automotive customers than third quarter results. However, the impact of lower net sales was offset by reductions in certain operating expenses. The drop in tooling expense during the third quarter has resulted in a year to date reduction of $154,000 compared to 2006. Fastener segment depreciation has declined $379,000 year to date. Due to a change in product mix, as well as investments in equipment that have expanded our capabilities during the last year, certain machining and parts sorting procedures that were formerly outsourced are now being performed internally, contributing to a $468,000 reduction in outside production costs compared to last year. Additionally, expediting and rejection expenses have declined $81,000. Lastly, the closing of our Jefferson plant has resulted in additional reductions as certain costs were eliminated. The net decline in operating expenses for the first nine months of 2007 effectively offset the revenue decline, leaving gross margins relatively unchanged at $4,818,000 through three quarters. Assembly equipment segment revenues totaled $1,138,492 in the third quarter of 2007, a decline of $160,208, or 12%, compared to the third quarter of 2006, when revenues were $1,298,700. Demand for our products in this segment continues to be weak and the lower level of production activity, brought on by reduced demand, resulted in a $210,000 decline in gross margin compared to the third quarter of 2006. For the first nine months of 2007, revenues in this segment amounted to $3,630,236, a $956,694 decline, or 21%, compared to the first nine months of 2006 when net revenues totaled $4,586,930. In response to the lower level of sales activity in 2007, we have implemented steps to reduce and control expenses wherever possible, including reductions in both staffing levels and work schedules. The cumulative effect of these actions has not been sufficient to fully offset the effects of reduced volume and, as a result, gross margins declined to $1,234,000 from $1,795,000 last year. Selling and administrative expenses for the third quarter of 2007 were $49,111 lower than during the third quarter of 2006. Salaries and related benefits account for approximately $38,000 of the net decline due to reduced headcount. The remaining net decrease in the quarter relates to various items with smaller changes. On a year to date basis, selling and administrative expenses have declined $267,083 compared with the first nine months of 2006. The largest components of the year to date decline are salaries and wages of $99,000, profit sharing expense, which declined $57,000 as a result of lower profits in the current year after taking the plant closing expenses into consideration, and legal fees which have declined $45,000, primarily due to services in 2006 related to the Jefferson plant closing. The balance of the net reduction is made up of a variety of smaller expense items. Third quarter results include a net reduction in plant closing expenses of $459, as certain health insurance obligations were lower than originally estimated. This compares with a charge of $8,204 in the third quarter of 2006. Total 2007 charges for the previously disclosed Jefferson, Iowa plant closing amounted to $20,337. The first nine months of 2006 included charges totaling $408,605. No further expenses related to the closing are expected. 10 Working capital at September 30, 2007 was approximately $16.3 million, an improvement of $1.1 million from the beginning of the year. Holdings in cash, cash equivalents and certificates of deposit at the end of the third quarter totaled $6.5 million and account for $.8 million of the improvement in net working capital, as capital outlays in the current year have declined a like amount compared with 2006. Accounts receivable balances have increased by $.2 million this year, due to seasonal sales patterns where sales at the end of the third quarter are typically greater than near the end of the year. Lastly, the decline in accrued plant closing expenses of $.2 million was only partially offset by the increase in other accrued expense items. The Company has a $1.0 million line of credit, which expires May 31, 2008. This line of credit remains unused. Management believes that current cash, cash equivalents, operating cash flow and the available line of credit will provide adequate working capital for the foreseeable future. The increase in third quarter fastener segment sales, due to growth in our non-automotive customer sales, was not enough to offset the sales decline for that segment recorded in the first half of the year, as reductions in domestic automotive production continue to constrain our sales growth. At the same time, the assembly equipment segment continues to be weak as a result of the overall decline in domestic manufacturing activity. Although the consolidation of our Jefferson plant activities has resulted in cost savings related to better utilization of plant capacity, these improvements are somewhat obscured by the overall sales decline in 2007. While the markets in which we operate continue to provide significant challenges, we will continue to make adjustments to our activities while maintaining an emphasis on providing quality products along with the technical expertise and customer service necessary to differentiate our Company in the marketplace. 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: conditions in the domestic automotive industry, upon which we rely for sales revenue, the intense competition in our markets, the concentration of our sales to two major customers, the price and availability of raw materials, labor relations issues, losses related to product liability, warranty and recall claims, costs relating to environmental laws and regulations, the loss of the services of our key employees and difficulties in achieving expected 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. 11 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 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. 12 PART II -- OTHER INFORMATION Item 4. Exhibits 31 Rule 13a-14(a) or 15d-14(a) Certifications 31.1 Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Section 1350 Certifications 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CHICAGO RIVET & MACHINE CO. (Registrant) Date: November 7, 2007 /s/ John A. Morrissey ---------------------------------------- John A. Morrissey Chairman of the Board of Directors and Chief Executive Officer Date: November 7, 2007 /s/ Michael J. Bourg ---------------------------------------- Michael J. Bourg President, Chief Operating Officer and Treasurer (Principal Financial Officer) 14 CHICAGO RIVET & MACHINE CO. EXHIBITS INDEX TO EXHIBITS
Exhibit Number Page - ------- ---- 31 Rule 13a-14(a) or 15d-14(a) Certifications 31.1 Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 16 31.2 Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 17 32 Section 1350 Certifications 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 19
15 EX-31.1 2 c21235exv31w1.txt CERTIFICATION EXHIBIT 31.1 I, John A. Morrissey, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Chicago Rivet & Machine Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 7, 2007 /s/ John A. Morrissey ---------------------------------------- John A. Morrissey Chairman 16 EX-31.2 3 c21235exv31w2.txt CERTIFICATION EXHIBIT 31.2 I, Michael J. Bourg, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Chicago Rivet & Machine Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 7, 2007 /s/ Michael J. Bourg ---------------------------------------- Michael J. Bourg President/Treasurer 17 EX-32.1 4 c21235exv32w1.txt CERTIFICATION EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Chicago Rivet & Machine Co. (the "Company") for the quarterly period ended September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John A. Morrissey, as Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ John A. Morrissey - ------------------------------------- Name: John A. Morrissey Title: Chief Executive Officer Date: November 7, 2007 18 EX-32.2 5 c21235exv32w2.txt CERTIFICATION EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Chicago Rivet & Machine Co. (the "Company") for the quarterly period ended September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael J. Bourg, as Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Michael J. Bourg - ------------------------------------- Name: Michael J. Bourg Title: Chief Financial Officer Date: November 7, 2007 19 -----END PRIVACY-ENHANCED MESSAGE-----