CHICAGO RIVET & MACHINE CO - Quarter Report: 2016 June (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

For the quarterly period ended June 30, 2016

OR

For the transition period from                      to                     

Commission file number 000-01227

Chicago Rivet & Machine Co.

(Exact Name of Registrant as Specified in Its Charter)

(630) 357-8500

Registrant’s Telephone Number, Including Area Code

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 has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted 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 and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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 August 1, 2016, there were 966,132 shares of the registrant’s common stock outstanding.

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CHICAGO RIVET & MACHINE CO.

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Item 1. Financial Statements.

CHICAGO RIVET & MACHINE CO.

Condensed Consolidated Balance Sheets

June 30, 2016 and December 31, 2015

See Notes to the Condensed Consolidated Financial Statements

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CHICAGO RIVET & MACHINE CO.

Condensed Consolidated Balance Sheets

June 30, 2016 and December 31, 2015

See Notes to the Condensed Consolidated Financial Statements

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CHICAGO RIVET & MACHINE CO.

Condensed Consolidated Statements of Income

For the Three and Six Months Ended June 30, 2016 and 2015

(Unaudited)

See Notes to the Condensed Consolidated Financial Statements

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CHICAGO RIVET & MACHINE CO.

Condensed Consolidated Statements of Retained Earnings

For the Six Months Ended June 30, 2016 and 2015

(Unaudited)

See Notes to the Condensed Consolidated Financial Statements

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CHICAGO RIVET & MACHINE CO.

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2016 and 2015

(Unaudited)

See Notes to the Condensed Consolidated Financial Statements

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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 June 30, 2016 (unaudited) and December 31, 2015 (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, 2015.

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 three and six-month period ending June 30, 2016 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. The Company’s effective tax rates were approximately 32.3% and 32.7% for the second quarter of 2016 and 2015, respectively, and 33.2% and 32.3% for the six months ended June 30, 2016 and 2015, respectively. Rates were lower than the U.S. federal statutory rate primarily due to the Domestic Production Activities Deduction allowed under Internal Revenue Code Section 199.

In November 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-17 “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”) to simplify the presentation of deferred income taxes. Under this update, all deferred income tax assets and liabilities, along with any related valuation allowance, are required to be classified as noncurrent on the balance sheet. Effective January 1, 2016, the Company early adopted ASU No. 2015-17 and retrospectively reclassified $425,191 of current deferred income tax assets to long-term deferred income tax liability on the December 31, 2015 consolidated balance sheet.

The Company’s federal income tax returns for the 2012 through 2015 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 2012 through 2015 federal income tax returns will expire on September 15, 2016 through 2019, respectively.

The Company’s state income tax returns for the 2012 through 2015 tax years remain subject to examination by various state authorities with the latest closing period on October 31, 2019. 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.

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5. 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:

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CHICAGO RIVET & MACHINE CO.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6. 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 and parts and tools for such machines. Information by segment is as follows:

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CHICAGO RIVET & MACHINE CO.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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CHICAGO RIVET & MACHINE CO.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations

Revenues for the second quarter of 2016 were $9,820,730, an increase of $614,556, or 6.7%, compared to the second quarter of 2015, and an increase of $224,335, or 2.3%, compared to the first quarter of 2016. Net income for the second quarter of 2016 was $795,059, or $0.82 per share, compared to $570,961, or $0.59 per share, in the second quarter of 2015 and $647,057, or $0.67 per share, in the first quarter of 2016. For the first half of 2016, net sales totaled $19,417,125 compared to $18,489,965 in the first half of 2015, an increase of $927,160, or 5.0%. Net income for the first half of 2016 was $1,442,116, or $1.49 per share, compared to $1,033,434, or $1.07 per share, reported in the first half of 2015, an increase of 39.5%. The increase in net income during the second quarter and year to date is primarily attributable to higher sales in both operating segments, a more profitable sales mix and favorable raw material prices compared to the year earlier periods.

Fastener segment revenues were $8,858,036 in the second quarter of 2016, an increase of $581,773, or 7.0%, compared to $8,276,263 reported in the second quarter of 2015 and a 4.9% increase over the first quarter of 2016. For the first six months of 2016, fastener segment revenues were $17,305,365, compared to $16,676,760 in the first half of 2015, an increase of $628,605, or 3.8%. The increase in sales exceeded the percentage increase in U.S. vehicle sales in the first half of 2016. The automotive sector is the primary market for our fastener segment products. Other than the increase in sales during the current year, favorable raw material prices was the most significant factor resulting in improved margins compared to the year earlier periods. The net impact of these factors was to increase fastener segment gross margin by $402,550 in the second quarter of 2016 compared to the second quarter of 2015 and to increase gross margin by $647,056 in the first half of 2016 compared to the first half of 2015.

Assembly equipment segment revenues were $962,694 in the second quarter of 2016, an increase of $32,783, or 3.5%, compared to the second quarter of 2015, when revenues were $929,911. For the first half of the year, assembly equipment sales were $2,111,760, an increase of $298,555, or 16.5%, from $1,813,205 reported for the first half of 2015. The increase in sales during the second quarter and first six months of the year was primarily due to an increase in the number of machines shipped. However, tools and parts sales have declined during the current year, contributing to lower gross margin of $41,150 in the second quarter of 2016 compared to the second quarter of 2015. Gross margins for the first half of 2016 exceed the first six months of 2015 by $49,096, primarily due to the strength of machine sales in the current year.

Selling and administrative expenses for the second quarter of 2016 were $1,449,902, an increase of $41,048, or 2.9%, compared with the year earlier quarter total of $1,408,854. An increase in profit sharing expense, due to improved operating results, accounts for $33,000 of the change, with the remainder of the net increase related to smaller individual items. For the first six months of the year, selling and administrative expenses have increased $73,942, or 2.6%, to $2,908,621 from $2,834,679 in 2015. Profit sharing expense has increased $73,000 in the current year compared to the first half of 2015, due to the improvement in operating profit. Selling and administrative expenses as a percentage of net sales for the first half of 2016 are relatively unchanged from a year earlier at 15.3%.

Other Income

Other income in the second quarter of 2016 was $16,051, compared to $10,305 in the second quarter of 2015. Other income for the first half of 2016 was $29,210, compared to $20,738 in the first six months of 2015. Other income consists primarily of interest income on certificates of deposit.

Income Tax Expense

The Company’s effective tax rates were approximately 32.3% and 32.7% for the second quarter of 2016 and 2015, respectively, and 33.2% and 32.3% for the six months ended June 30, 2016 and 2015, respectively. Rates were lower than the U.S. federal statutory rate primarily due to the Domestic Production Activities Deduction allowed under Internal Revenue Code Section 199.

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Liquidity and Capital Resources

Working capital at June 30, 2016 amounted to $16.2 million, an increase of approximately $.5 million from the beginning of the year. The largest component of the net change in the first quarter was accounts receivable, which increased by $0.8 million due to greater sales activity during the quarter compared to the seasonally lower fourth quarter of 2015. Offsetting this change was an increase of $0.5 million in accounts payable, which relates to the greater level of activity in the quarter, and a reduction in prepaid income taxes of $0.3 million since the beginning of the year. Capital expenditures for the first half of 2016 were $.9 million, which primarily consisted of equipment used in production activities. Dividends paid in the first two quarters were $.6 million, including two regular quarterly payments of $.18 per share and an extra dividend of $.25 per share paid in the first quarter. The net result of these changes and other cash flow items on cash, cash equivalents and certificates of deposit was a $.1 million increase in such total balances from the beginning of the year, to $7.5 million. 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

We are pleased to report improvement in both sales and net income in the second quarter and first half of 2016. The automotive sector, upon which we rely for the majority of our fastener segment sales, remains healthy, but the pace of growth in that market in first half of 2016 was less than in recent years and may have plateaued. Additionally, the benefits derived from lower material prices can reverse quickly and would be difficult to mitigate. Our assembly equipment segment has benefited from strong demand for machines in recent quarters, however, that demand has abated somewhat in recent months. During 2016 we have invested approximately $0.9 million in equipment and facilities improvements which we feel will help us remain competitive and allow us to pursue opportunities to profitably grow our revenues and improve our bottom line. We will continue to make adjustments to our activities we feel are necessary based on conditions in our markets, while maintaining an emphasis on quality and reliability of service our customers demand.

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: 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.

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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.

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PART II—OTHER INFORMATION

Item 6. Exhibits

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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.

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CHICAGO RIVET & MACHINE CO.

EXHIBITS

INDEX TO EXHIBITS

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