CHICAGO RIVET & MACHINE CO - Quarter Report: 2019 March (Form 10-Q)
Table of Contents
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 March 31, 2019
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 000-01227
Chicago Rivet & Machine Co.
(Exact Name of Registrant as Specified in Its Charter)
Illinois | 36-0904920 | |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification No.) | |
901 Frontenac Road, Naperville, Illinois | 60563 | |
(Address of Principal Executive Offices) | (Zip Code) |
(630) 357-8500
Registrants 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 ☒ No ☐
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 ☒ No ☐
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 | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | 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 ☒
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) |
As of May 6, 2019, there were 966,132 shares of the registrants common stock outstanding.
Table of Contents
CHICAGO RIVET & MACHINE CO.
1
Table of Contents
Item 1. Financial Statements.
CHICAGO RIVET & MACHINE CO.
Condensed Consolidated Balance Sheets
March 31, 2019 and December 31, 2018
March 31, | December 31, | |||||||
2019 | 2018 | |||||||
(Unaudited) | ||||||||
Assets | ||||||||
Current Assets: |
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Cash and cash equivalents |
$ | 606,213 | $ | 706,873 | ||||
Certificates of deposit |
5,080,000 | 7,063,000 | ||||||
Accounts receivable - Less allowances of $ 140,000 |
5,954,474 | 5,529,307 | ||||||
Inventories, net |
6,832,459 | 6,100,391 | ||||||
Prepaid income taxes |
114,186 | 150,686 | ||||||
Other current assets |
392,568 | 438,222 | ||||||
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Total current assets |
18,979,900 | 19,988,479 | ||||||
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Property, Plant and Equipment: |
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Land and improvements |
1,636,749 | 1,632,299 | ||||||
Buildings and improvements |
8,246,331 | 8,234,182 | ||||||
Production equipment and other |
36,154,303 | 35,627,443 | ||||||
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46,037,383 | 45,493,924 | |||||||
Less accumulated depreciation |
32,209,494 | 32,235,778 | ||||||
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Net property, plant and equipment |
13,827,889 | 13,258,146 | ||||||
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Total assets |
$ | 32,807,789 | $ | 33,246,625 | ||||
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See Notes to the Condensed Consolidated Financial Statements
2
Table of Contents
CHICAGO RIVET & MACHINE CO.
Condensed Consolidated Balance Sheets
March 31, 2019 and December 31, 2018
March 31, | December 31, | |||||||
2019 | 2018 | |||||||
(Unaudited) | ||||||||
Liabilities and Shareholders Equity |
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Current Liabilities: |
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Accounts payable |
$ | 1,113,627 | $ | 1,060,231 | ||||
Accrued wages and salaries |
682,890 | 701,434 | ||||||
Other accrued expenses |
239,872 | 475,973 | ||||||
Unearned revenue and customer deposits |
282,114 | 328,154 | ||||||
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Total current liabilities |
2,318,503 | 2,565,792 | ||||||
Deferred income taxes |
945,084 | 921,084 | ||||||
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Total liabilities |
3,263,587 | 3,486,876 | ||||||
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Commitments and contingencies (Note 3) |
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Shareholders Equity: |
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Preferred stock, no par value, 500,000 shares authorized: none outstanding |
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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 |
31,881,070 | 32,096,617 | ||||||
Treasury stock, 171,964 shares at cost |
(3,922,098 | ) | (3,922,098 | ) | ||||
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Total shareholders equity |
29,544,202 | 29,759,749 | ||||||
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Total liabilities and shareholders equity |
$ | 32,807,789 | $ | 33,246,625 | ||||
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See Notes to the Condensed Consolidated Financial Statements
3
Table of Contents
CHICAGO RIVET & MACHINE CO.
Condensed Consolidated Statements of Income
For the Three Months Ended March 31, 2019 and 2018
(Unaudited)
2019 | 2018 | |||||||
Net sales |
$ | 8,621,678 | $ | 10,011,641 | ||||
Cost of goods sold |
6,959,915 | 7,668,636 | ||||||
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Gross profit |
1,661,763 | 2,343,005 | ||||||
Selling and administrative expenses |
1,342,696 | 1,464,718 | ||||||
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Operating profit |
319,067 | 878,287 | ||||||
Other income |
48,775 | 33,501 | ||||||
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Income before income taxes |
367,842 | 911,788 | ||||||
Provision for income taxes |
81,000 | 204,000 | ||||||
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Net income |
$ | 286,842 | $ | 707,788 | ||||
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Per share data, basic and diluted: |
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Net income per share |
$ | 0.30 | $ | 0.73 | ||||
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Average common shares outstanding |
966,132 | 966,132 | ||||||
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Cash dividends declared per share |
$ | 0.52 | $ | 0.51 | ||||
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See Notes to the Condensed Consolidated Financial Statements
4
Table of Contents
CHICAGO RIVET & MACHINE CO.
Condensed Consolidated Statements of Shareholders Equity
For the Three Months Ended March 31, 2019 and 2018
(Unaudited)
Less | ||||||||||||||||||||||||||||||||||||
Preferred Stock | Common Stock | Additional Paid-in | Treasury Stock, at Cost | |||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Retained Earnings | Shares | Amount | Total | ||||||||||||||||||||||||||||
Balance, December 31, 2017 |
| $ | | 966,132 | $ | 1,138,096 | $ | 447,134 | $ | 31,196,823 | 171,964 | $ | (3,922,098 | ) | $ | 28,859,955 | ||||||||||||||||||||
Net Income |
$ | 707,788 | $ | 707,788 | ||||||||||||||||||||||||||||||||
Dividends Declared ($0.51 per share) |
$ | (492,727 | ) | $ | (492,727 | ) | ||||||||||||||||||||||||||||||
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Balance, March 31, 2018 |
| $ | | 966,132 | $ | 1,138,096 | $ | 447,134 | $ | 31,411,884 | 171,964 | $ | (3,922,098 | ) | $ | 29,075,016 | ||||||||||||||||||||
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Balance, December 31, 2018 |
| $ | | 966,132 | $ | 1,138,096 | $ | 447,134 | $ | 32,096,617 | 171,964 | $ | (3,922,098 | ) | $ | 29,759,749 | ||||||||||||||||||||
Net Income |
$ | 286,842 | $ | 286,842 | ||||||||||||||||||||||||||||||||
Dividends Declared ($0.52 per share) |
$ | (502,389 | ) | $ | (502,389 | ) | ||||||||||||||||||||||||||||||
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Balance, March 31, 2019 |
| $ | | 966,132 | $ | 1,138,096 | $ | 447,134 | $ | 31,881,070 | 171,964 | $ | (3,922,098 | ) | $ | 29,544,202 | ||||||||||||||||||||
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See Notes to the Condensed Consolidated Financial Statements
5
Table of Contents
CHICAGO RIVET & MACHINE CO.
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2019 and 2018
(Unaudited)
2019 | 2018 | |||||||
Cash flows from operating activities: |
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Net income |
$ | 286,842 | $ | 707,788 | ||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
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Depreciation |
336,389 | 326,520 | ||||||
Gain on disposal of equipment |
(5,000 | ) | (300 | ) | ||||
Deferred income taxes |
24,000 | (14,000 | ) | |||||
Changes in operating assets and liabilities: |
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Accounts receivable |
(425,167 | ) | (1,427,855 | ) | ||||
Inventories |
(732,068 | ) | (68,578 | ) | ||||
Other current assets |
82,154 | 102,899 | ||||||
Accounts payable |
53,396 | 908,830 | ||||||
Accrued wages and salaries |
(18,544 | ) | (14,635 | ) | ||||
Other accrued expenses |
(236,101 | ) | (67,446 | ) | ||||
Unearned revenue and customer deposits |
(46,040 | ) | (238,722 | ) | ||||
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Net cash provided by (used in) operating activities |
(680,139 | ) | 214,501 | |||||
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Cash flows from investing activities: |
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Capital expenditures |
(906,132 | ) | (225,000 | ) | ||||
Proceeds from the sale of equipment |
5,000 | 300 | ||||||
Proceeds from certificates of deposit |
3,577,000 | 1,494,000 | ||||||
Purchases of certificates of deposit |
(1,594,000 | ) | (1,245,000 | ) | ||||
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Net cash provided by investing activities |
1,081,868 | 24,300 | ||||||
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Cash flows from financing activities: |
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Cash dividends paid |
(502,389 | ) | (492,727 | ) | ||||
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Net cash used in financing activities |
(502,389 | ) | (492,727 | ) | ||||
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Net decrease in cash and cash equivalents |
(100,660 | ) | (253,926 | ) | ||||
Cash and cash equivalents at beginning of period |
706,873 | 1,152,569 | ||||||
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Cash and cash equivalents at end of period |
$ | 606,213 | $ | 898,643 | ||||
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Supplemental schedule of non-cash investing activities: |
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Capital expenditures in accounts payable |
$ | | $ | 1,427 |
See Notes to the Condensed Consolidated Financial Statements
6
Table of Contents
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 March 31, 2019 (unaudited) and December 31, 2018 (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 Companys Annual Report on Form 10-K for the year ended December 31, 2018.
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 month period ended March 31, 2019 are not necessarily indicative of the results to be expected for the year.
In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). The ASU increases transparency and comparability among entities by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU requires lessees to recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The ASU is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those annual periods. The Company adopted Topic 842 on January 1, 2019 using the modified retrospective method. Based on the Companys current lease agreements, adopting this ASU did not have a material impact on the Companys financial statements.
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 Companys financial position.
4. RevenueThe 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. 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 March 31, 2019 and December 31, 2018 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.
The following table presents revenue by segment, further disaggregated by end-market:
7
Table of Contents
Fastener | Assembly Equipment |
Consolidated | ||||||||||
Three Months Ended March 31, 2019: |
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Automotive |
4,718,215 | 41,766 | 4,759,981 | |||||||||
Non-automotive |
2,860,905 | 1,000,792 | 3,861,697 | |||||||||
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Total net sales |
7,579,120 | 1,042,558 | 8,621,678 | |||||||||
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Three Months Ended March 31, 2018: |
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Automotive |
6,049,194 | 49,362 | 6,098,556 | |||||||||
Non-automotive |
2,875,905 | 1,037,180 | 3,913,085 | |||||||||
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Total net sales |
8,925,099 | 1,086,542 | 10,011,641 | |||||||||
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The following table presents revenue by segment, further disaggregated by location: |
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Three Months Ended March 31, 2019: |
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United States |
6,581,338 | 956,310 | 7,537,648 | |||||||||
Foreign |
997,782 | 86,248 | 1,084,030 | |||||||||
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Total net sales |
7,579,120 | 1,042,558 | 8,621,678 | |||||||||
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Three Months Ended March 31, 2018: |
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United States |
7,681,647 | 1,040,869 | 8,722,516 | |||||||||
Foreign |
1,243,452 | 45,673 | 1,289,125 | |||||||||
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Total net sales |
8,925,099 | 1,086,542 | 10,011,641 | |||||||||
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5. The Companys effective tax rates were approximately 22.0% and 22.4% for the first quarter of 2019 and 2018, respectively.
The Companys federal income tax returns for the 2015 through 2018 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 Companys 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 Companys federal income tax filings. The statute of limitations on the Companys 2015 through 2018 federal income tax returns will expire on September 15, 2019 through 2022, respectively.
The Companys state income tax returns for the 2015 through 2018 tax years remain subject to examination by various state authorities with the latest closing period on October 31, 2022. 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:
March 31, 2019 | December 31, 2018 | |||||||
Raw material |
$ | 3,086,524 | $ | 2,798,918 | ||||
Work-in-process |
2,289,540 | 1,878,977 | ||||||
Finished goods |
2,033,395 | 2,001,496 | ||||||
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Inventories, gross |
7,409,459 | 6,679,391 | ||||||
Valuation reserves |
(577,000 | ) | (579,000 | ) | ||||
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Inventories, net |
$ | 6,832,459 | $ | 6,100,391 | ||||
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7. Segment InformationThe 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:
8
Table of Contents
Fastener | Assembly Equipment |
Other | Consolidated | |||||||||||||
Three Months Ended March 31, 2019: |
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Net sales |
$ | 7,579,120 | $ | 1,042,558 | $ | | $ | 8,621,678 | ||||||||
Depreciation |
297,723 | 28,924 | 9,742 | 336,389 | ||||||||||||
Segment operating profit |
588,895 | 336,074 | | 924,969 | ||||||||||||
Selling and administrative expenses |
| | (593,402 | ) | (593,402 | ) | ||||||||||
Interest income |
| | 36,275 | 36,275 | ||||||||||||
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Income before income taxes |
$ | 367,842 | ||||||||||||||
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Capital expenditures |
756,107 | 124,000 | 26,025 | 906,132 | ||||||||||||
Segment assets: |
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Accounts receivable, net |
5,500,631 | 453,843 | | 5,954,474 | ||||||||||||
Inventories, net |
5,831,166 | 1,001,293 | | 6,832,459 | ||||||||||||
Property, plant and equipment, net |
11,184,576 | 1,674,573 | 968,740 | 13,827,889 | ||||||||||||
Other assets |
| | 6,192,967 | 6,192,967 | ||||||||||||
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$ | 32,807,789 | |||||||||||||||
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Three Months Ended March 31, 2018: |
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Net sales |
$ | 8,925,099 | $ | 1,086,542 | $ | | $ | 10,011,641 | ||||||||
Depreciation |
291,881 | 27,298 | 7,341 | 326,520 | ||||||||||||
Segment operating profit |
1,177,462 | 384,185 | | 1,561,647 | ||||||||||||
Selling and administrative expenses |
| | (676,939 | ) | (676,939 | ) | ||||||||||
Interest income |
| | 27,080 | 27,080 | ||||||||||||
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Income before income taxes |
$ | 911,788 | ||||||||||||||
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Capital expenditures |
184,227 | 31,495 | 10,705 | 226,427 | ||||||||||||
Segment assets: |
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Accounts receivable, net |
6,420,410 | 334,095 | | 6,754,505 | ||||||||||||
Inventories, net |
3,658,938 | 937,740 | | 4,596,678 | ||||||||||||
Property, plant and equipment, net |
10,175,256 | 1,646,752 | 634,852 | 12,456,860 | ||||||||||||
Other assets |
| | 8,798,774 | 8,798,774 | ||||||||||||
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$ | 32,606,817 | |||||||||||||||
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9
Table of Contents
CHICAGO RIVET & MACHINE CO.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
Results of Operations
Net sales for the first quarter of 2019 were $8,621,678 compared to $10,011,641 in the first quarter of 2018, a decline of $1,389,963, or 13.9%. The decline was primarily due to reduced demand for fastener segment parts, especially from automotive customers. The lower sales resulted in net income of $286,842, or $0.30 per share, in the first quarter of this year compared to $707,788, or $0.73 per share, in the first quarter of 2018. During the quarter, a regular quarterly dividend of $0.22 per share was paid and an extra dividend of $0.30 per share was paid based on the strong operating results achieved in 2018.
Fastener segment revenues were $7,579,120 in the first quarter of 2019, a decline of $1,345,979, or 15.1%, from $8,925,099 reported in the first quarter of 2018. The automotive sector is the primary market for our fastener segment products and sales to automotive customers accounted for $1,330,979 of the total segment decline. U.S. light-vehicle production and sales both declined during the first quarter of 2019. Our sales to automotive customers in the United States declined $1,059,880, or 21.5%, in the first quarter of the current year compared to the first quarter a year ago. For the same period, our sales to foreign automotive customers declined $271,099, or 24.3%, with most of the decline relating to shipments to China where passenger car sales have declined year-over-year for nine straight months. Fastener segment sales to non-automotive customers declined less than 1% during the first quarter. Production costs in the first quarter were higher than a year earlier, mainly due to higher material costs related to tariffs instituted in 2018. Steel is our primary raw material and on average, steel prices were approximately 15% higher in the first quarter of 2019 than in the year earlier quarter. Higher production costs combined with the decline in sales contributed to a decline in fastener segment gross margins from $1,976,640 in the first quarter of 2018 to $1,325,186 in the first quarter of 2019.
Assembly equipment segment revenues were $1,042,558 in the first quarter of 2019 compared to $1,086,542 in the first quarter of 2018, a decline of $43,984, or 4.0%. Overall, customer demand was relatively stable during the quarter with tools and parts sales reflecting an increase in the current year compared to a year earlier and the total number of machines shipped also increasing. The decline in net sales was primarily due to the shipment of a high-dollar machine order in the prior year quarter. The decline in net sales contributed to a $29,788 decrease in segment gross margin from $366,365 in 2018 to $336,577 in 2019.
Selling and administrative expenses during the first quarter of 2019 were $1,342,696 compared to $1,464,718 recorded in the first quarter of 2018, a decline of $122,022, or 8.3%. The decline was primarily due to a $62,000 reduction in profit sharing expense related to lower operating profit in the current year quarter and a $33,000 reduction in sales commissions due to the drop in net sales. Compared to net sales, selling and administrative expenses were 15.6% in the first quarter of 2019 compared to 14.6% in the first quarter of 2018.
Other Income
Other income in the first quarter of 2019 was $48,775 compared to $33,501 in the first quarter of 2018. The increase is primarily related to an increase in interest income on certificates of deposit due to higher interest rates in the current year.
Income Tax Expense
The Companys effective tax rates were approximately 22.0% and 22.4% for the first quarter of 2019 and 2018, respectively.
Liquidity and Capital Resources
Working capital amounted to $16.7 million as of March 31, 2019, a decrease of $0.8 million from the beginning of the current year. Contributing to that decline were capital expenditures in the first quarter of $0.9 million, which primarily consisted of equipment used in production activities, and dividends paid of $0.5 million. Overall, cash, cash equivalents and certificates of deposit balances declined $2.1 million during the first quarter. Partially offsetting that decline was a $0.7 million increase in inventory as raw material purchases were accelerated in advance of price increases and delivery delays by certain customers. Additionally, accounts receivable increased by $0.4 million due to greater sales activity
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during the quarter compared to the seasonally lower fourth quarter of 2018. The net result of these changes and other cash flow activity was to leave cash, cash equivalents and certificates of deposit at $5.7 million as of March 31, 2019 compared to $7.8 million 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
Results for the first quarter were disappointing, but followed the downturn in automotive activity in the first three months of the year. Additionally, we have experienced increases in steel prices and other materials over the past year that have negatively impacted our gross margins and remain a concern as further increases are expected. Since material price increases can be difficult to mitigate, we will emphasize cost controls in other areas and strive for greater operating efficiencies in an effort to improve operating results as well as pursuing new sales opportunities. In contrast to our fastener segment, our assembly equipment segment demand and machine order backlog have been relatively stable. Given the challenges we currently face, we will continue to make adjustments to our activities which we believe are necessary based on market conditions, 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 with major customers, risks related to export sales, 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, 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.
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CHICAGO RIVET & MACHINE CO.
Item 4. Controls and Procedures.
(a) Disclosure Controls and Procedures. The Companys management, with the participation of the Companys Chief Executive Officer and President, Chief Operating Officer and Treasurer (the Companys principal financial officer), has evaluated the effectiveness of the Companys 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 Companys Chief Executive Officer and President, Chief Operating Officer and Treasurer have concluded that, as of the end of such period, the Companys 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 Companys 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 Companys internal control over financial reporting.
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Item 6. 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. | |
101 | Interactive Data File. Includes the following financial and related information from Chicago Rivet & Machine Co.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 formatted in Extensible Business Reporting Language (XBRL): (1) Condensed Consolidated Balance Sheets, (2) Condensed Consolidated Statements of Income, (3) Condensed Consolidated Statements of Retained Earnings, (4) Condensed Consolidated Statements of Cash Flows, and (5) Notes to Condensed Consolidated Financial Statements. |
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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.
CHICAGO RIVET & MACHINE CO. | ||||||
(Registrant) | ||||||
Date: May 8, 2019 | ||||||
/s/ John A. Morrissey | ||||||
John A. Morrissey | ||||||
Chairman of the Board of Directors | ||||||
and Chief Executive Officer | ||||||
(Principal Executive Officer) | ||||||
Date: May 8, 2019 | ||||||
/s/ Michael J. Bourg | ||||||
Michael J. Bourg | ||||||
President, Chief Operating | ||||||
Officer and Treasurer | ||||||
(Principal Financial Officer) |
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