UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM10-Q

(Mark One)

For the quarterly period ended SeptemberJune 30, 20182019

OR

For the transition period from                    to                    

Commission file number000-01227

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  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically, every interactive data file required to be submitted pursuant to Rule 405 of RegulationS-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  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act. (Check one):

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 Rule12b-2 of the Exchange Act).    Yes  ☐    No  ☒

Securities registered pursuant to Section 12(b) of the Act:

As of NovemberAugust 2, 2018,2019, there were 966,132 shares of the registrant’s common stock outstanding.

CHICAGO RIVET & MACHINE CO.

INDEX

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

CHICAGO RIVET & MACHINE CO.

Condensed Consolidated Balance Sheets

SeptemberJune 30, 20182019 and December 31, 20172018

See Notes to the Condensed Consolidated Financial Statements

CHICAGO RIVET & MACHINE CO.

Condensed Consolidated Balance Sheets

SeptemberJune 30, 20182019 and December 31, 20172018

See Notes to the Condensed Consolidated Financial Statements

CHICAGO RIVET & MACHINE CO.

Condensed Consolidated Statements of Income

For the Three and NineSix Months Ended SeptemberJune 30, 20182019 and 20172018

(Unaudited)

See Notes to the Condensed Consolidated Financial Statements

CHICAGO RIVET & MACHINE CO.

Condensed Consolidated Statements of Retained EarningsShareholders’ Equity

For the NineThree and Six Months Ended SeptemberJune 30, 20182019 and 20172018

(Unaudited)

See Notes to the Condensed Consolidated Financial Statements

CHICAGO RIVET & MACHINE CO.

Condensed Consolidated Statements of Cash Flows

For the NineSix Months Ended SeptemberJune 30, 20182019 and 20172018

(Unaudited)

See Notes to the Condensed Consolidated Financial Statements

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 SeptemberJune 30, 20182019 (unaudited) and December 31, 20172018 (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 Form10-K for the year ended December 31, 2017.2018.

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 and nine-monthsix-month period ending SeptemberJune 30, 20182019 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 will increaseincreases 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 will requirerequires lessees to recognize in the balance sheet a liability to make lease payments (the lease liability) and aright-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 impact ofCompany adopted Topic 842 on January 1, 2019 using the modified retrospective method. Based on the Company’s current lease agreements, adopting this ASU isdid not expected to be significant basedhave a material impact on current lease agreements.the Company’s 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 concentrationconcentrations of credit risk primarily within the automotive industry and in the Midwestern United States.

3. The Company is, from time to time, involved in litigation, including environmental claims and contract disputes, in the normal course of business. While it is not possible at this time to establish the ultimate amount of liability with respect to contingent liabilities, including those related to legal proceedings, management is of the opinion that the aggregate amount of any such liabilities, for which provision has not been made, will not have a material adverse effect on the Company’s financial position.

4. Revenue—On January 1, 2018, the Company adopted ASC Topic 606, “Revenue from Contracts with Customers” using the modified retrospective method. The adoption did not result in the recognition of a cumulative adjustment to beginning retained earnings, nor did it have a material impact on the condensed consolidated financial statements. For the Company, the most significant impact of the new standard is the addition of required disclosures within the notes to the financial statements.

The Company operates in the fastener industry and is in the business of manufacturing and selling rivets, cold-formed fasteners and parts, screw machine products, automatic rivet setting machines and parts and tools for such machines. Revenue is recognized when control of the promised goods or services is transferred to our customers, generally upon shipment of goods or completion of services, in an amount that reflects the consideration we expect to receive in exchange for those goods or services. For certain assembly equipment segment transactions, revenue is recognized based on progress toward completion of the performance obligation using a labor-based measure. Labor incurred and specific material costs are compared to milestone payments per sales contract. Based on our experience, this method most accurately reflects the transfer of goods under such contracts. During the second quarter of 2019, the Company realized $219,700 related to such a contract and $118,300 is the remaining performance obligation under that contract which the Company expects to recognize as revenue in the third quarter.

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 SeptemberJune 30, 20182019 and December 31, 20172018 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 Company’s federal income tax returns for the 2015 2016 and 2017through 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 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 2015 2016 and 2017through 2018 federal income tax returns will expire on September 15, 2019 2020 and 2021,through 2022, respectively.

The Company’s state income tax returns for the 2015 through 20172018 tax years remain subject to examination by various state authorities with the latest closing period on October 31, 2021.2022. The Company is not currently not under examination by any state authority for income tax purposes and no statutes for state income tax filings have been extended.

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 parts rivets 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:

CHICAGO RIVET & MACHINE CO.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

CHICAGO RIVET & MACHINE CO.

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

Results of Operations

Net sales for the second quarter of 2019 were $8,875,451 compared to $9,792,784 in the thirdsecond quarter were $8,856,049 this yearof 2018, a decline of $917,333, or 9.4%. For the first half of 2019, net sales totaled $17,497,129 compared to $8,386,756$19,804,425 in the third quarterfirst half of 2017, an increase2018, a decline of $469,293,$2,307,296, or 5.6%11.7%. As of September 30, 2018,The decline in net sales in the current year is primarily due to date sales totaled $28,660,474 compared to $27,305,591,reduced demand for the first three quarters of 2017, an increase of $1,354,883, or 5.0%.fastener segment parts, especially from automotive customers. Net income for the thirdsecond quarter of 20182019 was $287,749,$229,559, or $0.30$0.24 per share, compared with $335,835,to $703,092, or $0.35$0.73 per share, in the thirdsecond quarter of 2017.2018. Net income for the first three quartershalf of 20182019 was $1,698,629,$516,401, or $1.76$0.54 per share, compared with $1,309,112,to $1,410,880, or $1.36$1.46 per share, reported in 2017.the first half of 2018. Net income in the current year has been negatively impacted by the decline in sales as well as the increase in certain production costs.

Fastener segment revenues were $7,936,798$7,816,704 in the thirdsecond quarter of 2019 compared to $9,034,275 reported in the second quarter of 2018, compared to $7,486,193 in the year earlier quarter, an increasea decline of $450,605,$1,217,571, or 6.0%13.5%. For the first three quarterssix months of 2018,2019, fastener segment revenues were $25,896,172$15,395,824 compared to $24,319,725$17,959,374 in 2017, an increasethe first half of $1,576,447,2018, a decline of $2,563,550, or 6.5%14.3%. The automotive sector is the primary market for our fastener segment products and while North American light-vehicle productiondemand from such customers has declinedbeen particularly weak in 2018 comparedthe current year due to the first nine months of 2017, ourchanges in consumer preferences and lower vehicle sales domestically and even more so abroad. Fastener segment sales to automotive customers increased 2.1% duringdeclined $965,536, or 16.5%, in the thirdsecond quarter and 0.6% on a$2,315,330, or 19.4%, in the first half of 2019 compared to the prior year periods. Sales to date basis. Additionally, we have added a number ofnon-automotive customers have declined a more modest 4.1% in the past year which has contributed to an increase in such salesfirst half of 14.8% and 20.4%the current year. Fastener segment gross margins were $1,219,047 in the thirdsecond quarter andof 2019 compared to $2,047,372 in the second quarter of 2018, a decline of $828,325. For the first ninesix months of 2018, respectively, compared to 2017. For the third quarter,2019, gross margins for the fastener segment gross margin was $1,336,359were $2,544,233 compared to $1,457,421$4,024,012 in the year earlier quarter,first half of 2018, a decline of $121,062.$1,479,779. In addition to the negative impact lower sales have had on gross margins, production costs in the first half of 2019 were higher than a year earlier. Steel is our primary raw material and while we had incurred higheron average, steel prices earlywere approximately 12% higher in the current year, such increases were more pronounced during the third quarter compared tofirst half of 2019 than a year earlier, and were primarily responsible for the net declinedue to tariffs instituted in gross margins during the quarter despite the increase in sales. Further impacting third quarter margins was an increase in tooling expense of $202,000 compared to the third quarter of 2017. For the first nine months of the year, the gross margin was $5,360,071 compared to $5,044,905 in the same period of 2017, an increase of $315,166. In addition to higher raw material prices, we2018. Labor costs have also incurred higherrisen more than expected wages in the current year due to the tighttightening of the labor market. These factors combined to limit the improvement in gross margins reported on a year to date basis.

Assembly equipment segment revenues were $919,251$1,058,747 in the thirdsecond quarter of 2019 compared to $758,509 in the second quarter of 2018, an increase of $18,688,$300,238, or 2.1%,39.6%. For the first half of 2019, assembly equipment revenues were $2,101,305 compared to $1,845,051 for the third quarterfirst half of 2017 when revenues were $900,563.2018, an increase of $256,254, or 13.9%. The large increase in thirdsales during the second quarter salesand the year to date increase was primarily due to an increase in the numbertiming of machines sold. The increase in sales for the quarter left segment gross margin relatively unchanged compared to last year’s third quarter at $297,725. For the first nine months of 2018, assembly equipment segment sales were $2,764,302 compared to $2,985,866 for the first nine months of 2017, a decline of $221,564, or 7.4%. Although we have shipped a greater number of machines through the first three quarters of 2018 than a year earlier, there have been fewer high-dollar machines shippedcertain high dollar value machine orders in the current year. Due toHigher revenue was the declineprimary cause of the increase in machine sales, assembly equipment segment gross margin formargins to $328,923 in the second quarter of 2019 from $241,062 in the second quarter of 2018. For the first nine monthshalf of the year, gross margins were $665,500 compared to $607,427 in 2018, declined to $905,152 from $1,035,700 for the same periodan increase of 2017.$58,073.

Selling and administrative expenses for the thirdsecond quarter of 20182019 were $1,308,884$1,306,665, a decline of $105,304, or 7.5%, compared towith the year earlier quarter total of $1,278,646, an increase of $30,238, or 2.4%.$1,411,969. The increase during the quarterdecline was primarily due to higher commissionsa $80,000 reduction in profit sharing expense related to lower operating profit in the increasecurrent year quarter and a $50,000 reduction in sales commissions due to lower sales. SellingFor the first six months of 2019, selling and administrative expenses were $2,649,361 compared to $2,876,687 in 2018, a decline of $227,326, or 7.9%. As in the second quarter, expenditures for the first three quartershalf of 20182019 were $4,185,571 compared to $4,205,493 for the same period of 2017, a reduction of $19,922, or 0.5%. Expenditures for the first three quarters of 2018 were lower than the prior year primarily due to the ERP system conversion that was completed at one of our locations last year. This accounted for $167,000 of additional expenses over the first three quarters of 2017, which was only partially offset by increasesa reduction in sales commissions of $113,000 and profit sharing expenseand commission expenses of $28,000 during the current year.$142,000 and $84,000, respectively. Selling and administrative expenses as a percentage of net sales for the first nine monthshalf of 2018 was 14.6%2019 were 15.1% compared to 15.4% for14.5% in the first nine monthshalf of 2017.2018.

Other Income

Other income in the thirdsecond quarter of 20182019 was $38,399$49,254, compared to $24,795$37,627 in the thirdsecond quarter of 2017.2018. Other income for the first three quarterssix months of 20182019 was $109,527$98,029, compared to $68,000$71,128 in the same periodfirst six months of 2017. Other income consists2018. The increases were primarily ofrelated to greater interest income on certificates of deposit. The increases were primarilydeposit due to higher interest rates in the current year compared to the year earlier periods.year.

Liquidity and Capital Resources

Working capital asat June 30, 2019 was $16.7 million, a decrease of September 30, 2018 amounted to $17.3 million, an increase of approximately $0.3$0.7 million from the beginning of the year. The largest individual component of the net increase in workingContributing to that decline were capital inexpenditures during the first three quarterssix months of 2018 was accounts receivable$1.3 million, which increased $1.2primarily consisted of equipment used in production activities, and dividends paid of $0.7 million. Overall, cash, cash equivalents and certificates of deposit balances have declined $1.3 million since the beginning of the yearyear. Partially offsetting that decline was a $0.3 million increase in accounts receivable due to the greater sales activity during the third quarter compared to the seasonally lower fourth quarter of 2017. Partially offsetting this net change was the reduction in cash and certificates of deposit. Capital expenditures for the first three quarters of 2018 were $1.6 million, which primarily consisted of equipment used in production activities. Dividends paid in the first three quarters of 2018 were $0.9 million, including three regular quarterly payments of $0.21 per share and an extra dividend of $0.30 per share paid in the first quarter.2018. The net result of these changes and other cash flow itemsactivity was to leave cash, cash equivalents and certificates of deposit at $7.9$6.5 million as of SeptemberJune 30, 20182019 compared to $9.0$7.8 million at 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

We are pleasedOverall results for the second quarter were disappointing, primarily due to report increased salesthe softening demand in the third quarter of 2018 and for the current year to date compared to the year earlier periods. Demand for our fastener segment, products has benefited from a healthy domesticwhich followed the global downturn in automotive market and the addition of newnon-automotive customersactivity during the pastfirst six months of the year. However, significantAdditionally, increases in steel prices our primary raw material, in recent monthsand other materials over the past year have negatively impacted our fastener segment gross margins and were the primary factor in reporting lower net income in the third quarter this year. Higher raw material prices remain a concern and furtheras ongoing trade disputes persist. Since material price increases are expected in the near-term. Such costs can be difficult to recovermitigate, we will emphasize cost controls in some ofother areas and strive for greater operating efficiencies in an effort to improve operating results while pursuing new sales opportunities. In contrast to the markets we serve as certain customers expect prices to be held constant over the multi-year life of their parts. Current yearfastener segment, our assembly equipment sales have trailed year earlier amounts primarily due to fewer high-dollar orders insegment demand and machine order backlog remain relatively stable. Given the current year rather than an overall decline in demand. As our results continue to be impacted by increases in raw material prices and other costs,challenges we currently face, we will continue our efforts to obtain price relief from customers while working to improve internal operational efficiencies as a means of mitigating such costs. We will also make other adjustments to our activities which we feel are necessary based on changing market conditions.conditions, while maintaining an emphasis on quality and reliability of service that 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 Form10-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 a major customer,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 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.

CHICAGO RIVET & MACHINE CO.

Item 4. Controls and Procedures.

(a) Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and President, Chief Operating Officer and Treasurer (the Company’s principal financial officer), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules13a-15(e) and15d-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 Rules13a-15(f) and15d-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.

PART II — OTHER INFORMATION

Item 6. Exhibits

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.

Date: November 6, 2018

Date: November 6, 2018

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