EX-13 2 d57804dex13.htm EX-13 EX-13

Exhibit 13

 


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Chicago Rivet & Machine Co.

2020 Annual Report


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Highlights

 

      2020      2019  

Net Sales

   $ 27,590,653      $ 32,873,002  

Net Income

     50,450        538,314  

Net Income Per Share

     0.05        0.56  

Dividends Per Share

     0.52        1.18  

Net Cash Provided by Operating Activities

     623,801        3,171,531  

Expenditures for Property, Plant and Equipment

     824,136        1,802,914  

Working Capital

     16,566,289        16,427,058  

Total Shareholders’ Equity

     28,706,089        29,158,027  

Common Shares Outstanding at Year-End

     966,132        966,132  

Shareholders’ Equity Per Common Share

     29.71        30.18  

Annual Meeting

The annual meeting of shareholders

will be held on May 11, 2021 at 10:00 a.m. at

901 Frontenac Road

Naperville, Illinois

Chicago Rivet & Machine Co.901 Frontenac Road Naperville, Illinois 60563 • www.chicagorivet.com

 

 

 


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Management’s Report

on Financial Condition and Results of Operations

 

 

 

 

To Our Shareholders:

 

RESULTS OF OPERATIONS

Financial results for 2020 were adversely impacted by the COVID-19 pandemic that resulted in broad disruptions in most markets we serve. On January 30, 2020, the World Health Organization declared a Public Health Emergency of International Concern regarding the outbreak of the novel coronavirus COVID-19. In response to the resulting pandemic, governments around the world took various preventative measures in order to control the spread of the virus, including restricting travel, full or partial business shutdowns and implementing social distancing policies. As a result, we experienced a significant drop in orders, especially during the second quarter, and the global economy was plunged into a recession. Although business conditions had improved by late in the third quarter, the effects of the pandemic continued to impact our operations and those of our customers and suppliers. We saw further improvement in the markets we serve in the fourth quarter and recorded sales of $8,265,419 for the quarter compared to $7,645,259 in the previous quarter and $7,186,968 in the fourth quarter of 2019. The increase in sales resulted in an improvement in net income to $464,263, or $0.48 per share, in the fourth quarter of 2020 compared to a net loss of $293,884, or $0.30 per share, in the fourth quarter of 2019. Full year net sales were $27,590,653 in 2020 compared to $32,873,002 in 2019, a decline of $5,282,349, or 16.1%. Full year net income in 2020 was $50,450, or $0.05 per share, compared to $538,314, or $0.56 per share, in 2019.

2020 Compared to 2019

Fastener segment revenues were $7,332,308 in the fourth quarter of 2020 compared to $6,286,948 reported in the relatively weak fourth quarter of 2019, an increase of $1,045,360, or 16.6%. Fastener segment revenues for the full year were $24,607,863 in 2020 compared to $28,989,667 in 2019, a decline of $4,381,804, or 15.1%. The drop in sales in 2020 was primarily related to the COVID-19 pandemic that resulted in shutdowns of business in many parts of the world starting late in the first quarter. Those shutdowns became widespread in the second quarter as different governments struggled to contain the spread of the virus. The automotive sector is the primary market for our fastener segment products and much of that sector was idled for an extended period of time during the second quarter when government-imposed restrictions were the most severe. While sales to automotive customers improved in the fourth quarter of 2020 compared to the prior quarter and the year earlier

quarter, such sales declined $2,906,738, or 15.7% for the year. Similarly, sales to non-automotive customers improved in the fourth quarter, but declined $1,475,066, or 14.1%, for the year. The rebound in sales in the fourth quarter, combined with the reduction in certain overhead expenses in the wake of pandemic-related shutdowns, resulted in fastener segment gross margin of $1,638,836 compared to $794,076 in the year earlier quarter, an increase of $844,760. The reduction in sales for the full year was the primary factor impacting gross margins for 2020. For the full year 2020, fastener segment gross margins were $4,170,276 compared to $4,652,353 in 2019, a decline of $482,077.

Assembly equipment segment revenues were $933,111 in the fourth quarter of 2020, compared to $900,020 in the fourth quarter of 2019, an increase of $33,091, or 3.7%. The increase was due to improved machine sales which offset declines in parts and tool sales during the quarter. For the full year 2020, assembly equipment segment revenues were $2,982,790, compared to $3,883,335 reported in 2019, a decline of $900,545, or 23.2%. The year to date decline was primarily due to the broad impact of the COVID-19 pandemic that dramatically reduced demand in the second and third quarters. Gross margins improved in the fourth quarter of 2020 to $255,296 from $90,954 in the fourth quarter of 2019, due in part to 2020 revenue being more heavily weighted toward higher margin machine sales and due to the disposal of certain excess inventory items in 2019. For the full year, assembly equipment segment gross margins declined, along with sales, to $744,926 from $1,092,177.

Selling and administrative expenses were $4,998,216 in 2020 compared to $5,252,946 in 2019, a decline of $254,730, or 4.8%. The decline was primarily due to a $214,000 reduction in salaries and benefits necessitated by the pandemic and a commission expense reduction of $117,000 related to lower sales in 2020. These reductions were partially offset by consulting expenses of $124,000 related to an ERP system conversion that was completed at one of our locations during the year. As a percentage of net sales, selling and administrative expenses were 18.1% in 2020 compared to 16.0% in 2019.

Other income was $148,464 in 2020 compared to $191,730 in 2019. Other income is primarily comprised of interest income which declined during the year due to lower interest rates.

The Company’s effective income tax rates were 22.9% and 21.2% in 2020 and 2019, respectively.

 

 

 

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Management’s Report

(Continued)

 

 

 

 

DIVIDENDS

In determining to pay dividends, the Board considers current profitability, the outlook for longer-term profitability, known and potential cash requirements and the overall financial condition of the Company. At the onset of the COVID-19 pandemic, the Company reduced the regular quarterly dividend from $0.22 per share to $0.10 per share. The Company paid four regular quarterly dividends totaling $0.52 per share during 2020. On February 22, 2021, the Board of Directors declared a regular quarterly dividend of $0.22 per share, restoring the dividend to the pre-pandemic amount. This dividend will be payable March 19, 2021 to shareholders of record on March 5, 2021. This continues the uninterrupted record of consecutive quarterly dividends paid by the Company to its shareholders that extends over 87 years.

PROPERTY, PLANT AND EQUIPMENT

Total capital expenditures in 2020 were $824,136. Fastener segment additions accounted for $614,835 of the total, including $410,114 for cold heading and screw machine equipment, $97,908 for inspection equipment and $40,000 for equipment to perform secondary operations on parts. The remaining $66,813 fastener segment additions consisted of parts cleaning and loading equipment. Assembly equipment segment additions in 2020 were $13,924 for production equipment. Investments for the benefit of both operating segments, primarily for building improvements, totaled $195,377 during 2020.

Capital expenditures during 2019 totaled $1,802,914. The fastener segment accounted for $1,522,541 of the total, including cold heading and screw machine equipment additions of $567,963, secondary processing equipment of $631,089, quality control equipment additions of $268,468 and $46,066 for general plant equipment. The remainder of the fastener segment additions relate to technology equipment. Assembly equipment segment additions totaled $233,697, primarily for production equipment. Additional investments of $46,676 were made in 2019 for building improvements and office equipment that benefit both operating segments.

Depreciation expense amounted to $1,347,305 in 2020 and $1,382,235 in 2019.

LIQUIDITY AND CAPITAL RESOURCES

Working capital at December 31, 2020 was approximately $16.6 million, an increase of $0.1 million from the beginning of the year. The net change was primarily due to increases in accounts receivable and inventory of $0.6 million and $0.2 million, respectively, which were only partially offset by a reduction in cash, cash

equivalents and certificates of deposit of $0.7 million. The Company’s investing activities in 2020 included the net maturities of certificates of deposit of $1.8 million, due to the near-zero interest rates brought on in response to the COVID-19 pandemic, and capital expenditures of $0.8 million. The only financing activity during 2020 was the payment of approximately $0.5 million in dividends. The Company’s holdings in cash, cash equivalents and certificates of deposit amounted to $7.3 million at the end of 2020.

Management believes that current cash, cash equivalents and operating cash flow will be sufficient to provide adequate working capital for the next twelve months.

Off-Balance Sheet Arrangements

The Company has not entered into, and has no current plans to enter into, any off-balance sheet financing arrangements.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of revenue and expenses during the reporting period. A summary of critical accounting policies can be found in Note 1 of the financial statements.

NEW ACCOUNTING STANDARDS

The Company’s financial statements and financial condition were not, and are not expected to be, materially impacted by new, or proposed, accounting standards. A summary of recent accounting pronouncements can be found in Note 1 of the financial statements.

OUTLOOK FOR 2021

After overcoming the worst period of the pandemic in the second quarter, the second half of 2020 results were more positive than those of the year earlier period which were negatively impacted by protracted trade disputes and slowing automotive sales. While the overall results in 2020 were heavily impacted by the global pandemic, the recent introduction of vaccines to guard against the worst effects of the virus offer hope of a return to more normal activities throughout the economy that could spur a broader economic recovery.

 

 

 

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Management’s Report

(Continued)

 

 

 

 

As we begin 2021, both our fastener segment and our assembly equipment segment have recently seen improved demand. However, both segments face challenges in the form of higher prices for raw materials, increased wages related to a tight labor market and sporadic supply chain disruptions that started during the pandemic. These factors, as well as the uncertainties that COVID-19 still presents, are expected to continue to provide challenges in the near-term. As we face the challenges ahead, we will continue our efforts to improve operational efficiency and pursue opportunities to develop new customer relationships and build on existing ones in all the markets

we serve by emphasizing our experience, quality and customer service in a very competitive global marketplace.

While 2020 will likely be remembered for the COVID-19 pandemic and its impact on everyday life, it also marked Chicago Rivet’s 100th year in existence. Such longevity is the result of the dedicated efforts of many people over the years, who consistently worked to exceed customer expectations related to quality, service and price. We are grateful for their contributions as well as for the loyalty of our customers and the support of our shareholders.

 

 

Respectfully,

 

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Walter W. Morrissey

  

Michael J. Bourg

Chairman    President

March 19, 2021

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: risk related to the COVID-19 pandemic and its related adverse effects, 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, supply chain disruptions, labor relations issues, losses related to product liability, warranty and recall claims, costs relating to environmental laws and regulations, information systems disruptions and the loss of the services of our key employees. 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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Consolidated Balance Sheets

 

December 31    2020      2019  

Assets

     

Current Assets

     

Cash and Cash Equivalents

   $ 2,567,731      $ 1,429,454  

Certificates of Deposit

     4,733,000        6,574,000  

Accounts Receivable – Less allowances of $170,000 and $140,000 in 2020 and 2019, respectively

     5,163,450        4,609,314  

Inventories, net

     5,153,294        4,951,177  

Prepaid Income Taxes

     85,940        58,186  

Other Current Assets

     383,772        427,192  
  

 

 

    

 

 

 

Total Current Assets

     18,087,187        18,049,323  

Property, Plant and Equipment, net

     13,150,884        13,674,053  
  

 

 

    

 

 

 

Total Assets

   $ 31,238,071      $ 31,723,376  
  

 

 

    

 

 

 

Liabilities and Shareholders’ Equity

     

Current Liabilities

     

Accounts Payable

   $ 466,424      $ 490,580  

Accrued Wages and Salaries

     482,008        629,972  

Other Accrued Expenses

     322,968        349,069  

Unearned Revenue and Customer Deposits

     249,498        152,644  
  

 

 

    

 

 

 

Total Current Liabilities

     1,520,898        1,622,265  

Deferred Income Taxes, net

     1,011,084        943,084  
  

 

 

    

 

 

 

Total Liabilities

     2,531,982        2,565,349  
  

 

 

    

 

 

 

Commitments and Contingencies (Note 7)

     

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, 966,132 Shares Outstanding

     1,138,096        1,138,096  

Additional Paid-in Capital

     447,134        447,134  

Retained Earnings

     31,042,957        31,494,895  

Treasury Stock, 171,964 Shares at cost

     (3,922,098      (3,922,098
  

 

 

    

 

 

 

Total Shareholders’ Equity

     28,706,089        29,158,027  
  

 

 

    

 

 

 

Total Liabilities and Shareholders’ Equity

   $ 31,238,071      $ 31,723,376  
  

 

 

    

 

 

 

The accompanying notes are an integral part of the Consolidated Financial Statements.

 

 

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Consolidated Statements of Income

 

For the Years Ended December 31    2020      2019  

Net Sales

   $ 27,590,653      $ 32,873,002  

Cost of Goods Sold

     22,675,451        27,128,472  
  

 

 

    

 

 

 

Gross Profit

     4,915,202        5,744,530  

Selling and Administrative Expenses

     4,998,216        5,252,946  
  

 

 

    

 

 

 

Operating Profit (Loss)

     (83,014      491,584  

Other Income

     148,464        191,730  
  

 

 

    

 

 

 

Income Before Income Taxes

     65,450        683,314  

Provision for Income Taxes

     15,000        145,000  
  

 

 

    

 

 

 

Net Income

   $ 50,450      $ 538,314  
  

 

 

    

 

 

 

Net Income Per Share

   $ 0.05      $ 0.56  
  

 

 

    

 

 

 

Consolidated Statements of Shareholders’ Equity

 

          Common Stock           Retained
Earnings
    Treasury
Stock, At Cost
       
    Preferred
Stock
    Shares     Amount     Additional
Paid-
In Capital
    Shares     Amount     Total
Shareholders’
Equity
 

Balance, December 31, 2018

  $ 0       966,132     $ 1,138,096     $ 447,134     $ 32,096,617       171,964     $ (3,922,098   $ 29,759,749  

Net Income

            538,314           538,314  

Dividends Declared ($1.18 per share)

            (1,140,036         (1,140,036
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2019

    0       966,132       1,138,096       447,134       31,494,895       171,964       (3,922,098     29,158,027  

Net Income

            50,450           50,450  

Dividends Declared ($0.52 per share)

            (502,388         (502,388
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2020

  $ 0       966,132     $ 1,138,096     $ 447,134     $ 31,042,957       171,964     $ (3,922,098   $ 28,706,089  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

The accompanying notes are an integral part of the Consolidated Financial Statements.

 

 

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Consolidated Statements of Cash Flows

 

For the Years Ended December 31    2020      2019  

Cash Flows from Operating Activities:

     

Net Income

   $ 50,450      $ 538,314  

Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:

     

Depreciation and Amortization

     1,347,305        1,382,235  

Gain on the Sale of Equipment

            (228

Deferred Income Taxes

     68,000        22,000  

Changes in Operating Assets and Liabilities:

     

Accounts Receivable, net

     (554,136      919,993  

Inventories, net

     (202,117      1,149,214  

Other Current Assets

     15,666        103,530  

Accounts Payable

     (24,156      (569,651

Accrued Wages and Salaries

     (147,964      (71,462

Other Accrued Expenses

     (26,101      (126,904

Unearned Revenue and Customer Deposits

     96,854        (175,510
  

 

 

    

 

 

 

Net Cash Provided by Operating Activities

     623,801        3,171,531  
  

 

 

    

 

 

 

Cash Flows from Investing Activities:

     

Capital Expenditures

     (824,136      (1,802,914

Proceeds from the Sale of Equipment

            5,000  

Proceeds from Certificates of Deposit

     6,574,000        7,312,000  

Purchases of Certificates of Deposit

     (4,733,000      (6,823,000
  

 

 

    

 

 

 

Net Cash Provided by (Used in) Investing Activities

     1,016,864        (1,308,914
  

 

 

    

 

 

 

Cash Flows from Financing Activities:

     

Cash Dividends Paid

     (502,388      (1,140,036
  

 

 

    

 

 

 

Net Cash Used in Financing Activities

     (502,388      (1,140,036
  

 

 

    

 

 

 

Net Increase in Cash and Cash Equivalents

     1,138,277        722,581  

Cash and Cash Equivalents:

     

Beginning of Year

     1,429,454        706,873  
  

 

 

    

 

 

 

End of Year

   $ 2,567,731      $ 1,429,454  
  

 

 

    

 

 

 

Net Cash Paid (Refunds Received) for Income Taxes

   $ (25,246    $ 30,500  

The accompanying notes are an integral part of the Consolidated Financial Statements.

 

 

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Notes to Consolidated

Financial Statements

 

1—Nature of Business and Significant Accounting Policies

Nature of Business—The Company operates in the fastener industry and is in the business of producing and selling rivets, cold-formed fasteners and parts, screw machine products, automatic rivet setting machines and parts and tools for such machines.

A summary of the Company’s significant accounting policies follows:

Principles of Consolidation—The consolidated financial statements include the accounts of Chicago Rivet & Machine Co. and its wholly-owned subsidiary, H & L Tool Company, Inc. (“H & L Tool”). All significant intercompany accounts and transactions have been eliminated.

Revenue Recognition—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, which vary over time. 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 December 31, 2020 and 2019, reserves for warranty claims were not material. Cash received by the Company prior to shipment is recorded as unearned revenue. In 2020 and 2019 the company recognized revenue from such payments of $151,944 and $327,454, respectively, that was included in the unearned revenue balance at the beginning of the period. Shipping and handling fees billed to customers are recognized in net sales, and related costs as cost of sales, when incurred.

Credit Risk—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. The Company has established an allowance for accounts that may become uncollectible in the future. This estimated allowance is based primarily on management’s evaluation of the financial condition of the customer and historical experience. The Company monitors its accounts receivable and charges to expense an amount equal to its estimate of potential credit losses. The Company considers a number of factors in determining its estimates, including the length of time its trade accounts receivable are past due, the Company’s

previous loss history and the customer’s current ability to pay its obligation. Accounts receivable balances are charged off against the allowance when it is determined that the receivable will not be recovered.

Cash and Cash Equivalents and Certificates of Deposit—The Company considers all highly liquid investments, including certificates of deposit, with a maturity of three months or less when purchased to be cash equivalents. Certificates of deposit with an original maturity of greater than three months are separately presented at cost which approximates market value. The Company maintains cash on deposit in several financial institutions. At times, the account balances may be in excess of Federal Deposit Insurance Corporation insured limits.

Fair Value of Financial Instruments—The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, certificates of deposit, accounts receivable and accounts payable approximate fair value based on their short-term nature.

Inventories—Inventories are stated at the lower of cost or net realizable value, cost being determined by the first-in, first-out method. The value of inventories is reduced for estimated excess and obsolete inventories based on a review of on-hand inventories compared to historical and estimated future sales and usage.

Property, Plant and Equipment—Properties are stated at cost and are depreciated over their estimated useful lives using the straight-line method for financial reporting purposes. Accelerated methods of depreciation are used for income tax purposes. Direct costs related to developing or obtaining software for internal use are capitalized as property and equipment. Capitalized software costs are amortized over the software’s useful life when the software is placed in service. The estimated useful lives by asset category are:

 

Asset category    Estimated useful life

Land improvements

   15 to 40 years

Buildings and improvements

   10 to 40 years

Machinery and equipment

   5 to 18 years

Capitalized software costs

   3 to 5 years

Other equipment

   3 to 10 years

The Company reviews the carrying value of property, plant and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. There were no triggering events requiring assessment of impairment as of December 31, 2020 and 2019.

 

 

 

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When properties are retired or sold, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss on disposition is recognized in current operations. Maintenance, repairs and minor betterments that do not improve the related asset or extend its useful life are charged to operations as incurred.

Income Taxes—Deferred income taxes are determined under the asset and liability method. Deferred income taxes arise from temporary differences between the income tax basis of assets and liabilities and their reported amounts in the financial statements. Deferred taxes are shown on the balance sheet as a net long-term asset or liability.

The Company applies a comprehensive model for the financial statement recognition, measurement, classification and disclosure of uncertain tax positions. In the first step of the two-step process, the Company evaluates the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. In the second step, the Company measures the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. As of December 31, 2020 and 2019, the Company determined that there are no uncertain tax positions with a more than 50% likelihood of being realized upon settlement.

The Company classifies interest and penalties related to unrecognized tax benefits as a component of income tax expense. There were no such expenses in 2020 or 2019.

The Company’s federal income tax returns for the 2017 through 2019 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 2017, 2018 and 2019 federal income tax returns will expire on September 15, 2021, 2022 and 2023, respectively.

The Company’s state income tax returns for the 2017 through 2019 tax years are subject to examination by various state authorities with the latest closing period on October 31, 2023. 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.

Segment Information—The Company reports segment information based on the internal structure and reporting of the Company’s operations.

Net Income Per Share—Net income per share of common stock is based on the weighted average number of shares outstanding of 966,132 in 2020 and 2019.

Use of Estimates—The preparation of financial statements in conformity with generally accepted accounting principles requires

management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Significant items subject to estimates and assumptions include depreciable lives, deferred taxes and valuation allowances for accounts receivable and inventory obsolescence. Actual results could differ from those estimates.

Recent Accounting Pronouncements—In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (”ASU”) No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance was effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. The guidance could be applied prospectively or retrospectively. We adopted this standard prospectively effective January 1, 2020. The impact of the standard on our consolidated financial statements and disclosures was not material.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and in November 2018 issued an amendment, ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. ASU 2016-13 amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 and ASU 2018-19 should be applied on either a prospective transition or modified-retrospective approach depending on the subtopic. ASU 2016-13 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company believes that the most notable impact of this ASU relates to its processes around the assessment of the adequacy of its allowance for doubtful accounts on trade accounts receivable and is not expected to have a material impact on our consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard addresses several specific areas of accounting for income taxes. The standard is effective for annual periods beginning after December 15, 2020, including interim periods within those fiscal years, with early adoption permitted. Portions of the standard are required to be adopted prospectively and certain aspects will be adopted using the modified retrospective approach. The impact of the standard on our consolidated financial statements and disclosures will depend on the transactions that occur subsequent to adoption, but is not expected to be material.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which updates various codification topics by

 

 

 

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clarifying or improving disclosure requirements for technical corrections and other minor improvements to generally accepted accounting principles. This guidance will be effective for annual periods beginning after December 15, 2020 for public business entities. The Company will adopt the ASU as of the reporting period beginning January 1, 2021. The Company does not expect the adoption of the standard to have a significant impact on the consolidated financial statements and disclosures.

2—Balance Sheet Details

 

     2020     2019  

Inventories:

    

Raw materials

   $ 2,245,709     $ 2,337,278  

Work in process

     1,410,868       1,201,099  

Finished goods

     2,096,717       1,869,800  
  

 

 

   

 

 

 
     5,753,294       5,408,177  

Valuation reserves

     (600,000     (457,000
  

 

 

   

 

 

 
   $ 5,153,294     $ 4,951,177  
  

 

 

   

 

 

 

Property, Plant and Equipment, net:

    

Land and improvements

   $ 1,636,749     $ 1,636,749  

Buildings and improvements

     8,534,317       8,331,804  

Machinery and equipment

     35,194,944       35,037,010  

Capitalized software and other

     1,045,027       1,371,736  
  

 

 

   

 

 

 
     46,411,037       46,377,299  

Accumulated depreciation

     (33,260,153     (32,703,246
  

 

 

   

 

 

 
     $13,150,884     $ 13,674,053  
  

 

 

   

 

 

 

Other Accrued Expenses:

    

Profit sharing plan contribution

   $ 120,000     $ 175,000  

Property taxes

     84,570       83,475  

All other items

     118,398       90,594  
  

 

 

   

 

 

 
   $ 322,968     $ 349,069  
  

 

 

   

 

 

 

Allowance for Doubtful Accounts:

    

Balance at beginning of year

   $ 140,000     $ 140,000  

Charges to statement of income

     35,774       4,895  

Write-offs

     (5,774     (4,895
  

 

 

   

 

 

 

Balance at end of year

   $ 170,000     $ 140,000  
  

 

 

   

 

 

 

Inventory Valuation Reserves:

    

Balance at beginning of year

   $ 457,000     $ 579,000  

Charges to statement of income

     155,058       (15,477

Write-offs

     (12,058     (106,523
  

 

 

   

 

 

 

Balance at end of year

   $ 600,000     $ 457,000  
  

 

 

   

 

 

 

3—Income Taxes—The provision for income tax expense consists of the following:

 

     2020     2019  

Current:

    

Federal

   $ (53,000   $ 113,000  

State

           10,000  

Deferred

     68,000       22,000  
  

 

 

   

 

 

 
   $ 15,000     $ 145,000  
  

 

 

   

 

 

 

The following is a reconciliation of the statutory federal income tax rate to the actual effective tax rate:

 

     2020      2019  
     Amount      %      Amount     %  

Expected tax at U.S. statutory rate

   $ 14,000        21.0      $ 143,000       21.0  

Permanent differences

     1,000        1.9        (6,000     (1.0

State taxes, net of federal benefit

                   8,000       1.2  
  

 

 

    

 

 

    

 

 

   

 

 

 

Income tax expense

   $ 15,000        22.9      $ 145,000       21.2  
  

 

 

    

 

 

    

 

 

   

 

 

 

The deferred tax assets (liabilities) consist of the following:

 

     2020     2019  

Depreciation and amortization

   $ (1,295,804   $ (1,171,948

Inventory

     175,739       122,629  

Accrued vacation

     70,787       74,385  

Allowance for doubtful accounts

     38,250       31,500  

Other, net

     (56     350  
  

 

 

   

 

 

 
   $ (1,011,084   $ (943,084
  

 

 

   

 

 

 

Valuation allowances related to deferred taxes are recorded based on the “more likely than not” realization criteria. The Company reviews the need for a valuation allowance on a quarterly basis for each of its tax jurisdictions. A deferred tax valuation allowance was not required at December 31, 2020 or 2019.

4—Profit Sharing Plan—The Company has a noncontributory profit sharing plan covering substantially all employees. Total expenses relating to the profit sharing plan amounted to $120,000 in 2020 and $175,000 in 2019.

5—Other Income—consists of the following:

 

     2020      2019  

Interest income

   $ 94,956      $ 144,730  

Other

     53,508        47,000  
  

 

 

    

 

 

 
   $ 148,464      $ 191,730  
  

 

 

    

 

 

 
 

 

 

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6—Segment Information—The Company operates in the United States in two business segments as determined by its products. The fastener segment, which comprises H & L Tool and the parent company’s fastener operations, 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:

 

     Fastener     Assembly
Equipment
    Other     Consolidated  

Year Ended December 31, 2020:

 

     

Net sales

  $ 24,607,863     $ 2,982,790     $     $ 27,590,653  

Depreciation

    1,182,555       131,826       32,924       1,347,305  

Segment operating profit

    1,531,933       513,250             2,045,183  

Selling and administrative expenses

        (2,128,197     (2,128,197

Other income

        148,464       148,464  
       

 

 

 

Income before income taxes

          65,450  
       

 

 

 

Capital expenditures

    614,835       13,924       195,377       824,136  

Segment assets:

       

Accounts receivable, net

    4,906,239       257,211             5,163,450  

Inventories, net

    4,024,138       1,129,156             5,153,294  

Property, plant and equipment, net

    10,479,720       1,568,862       1,102,302       13,150,884  

Other assets

                7,770,443       7,770,443  
       

 

 

 
          31,238,071  
       

 

 

 

Year Ended December 31, 2019:

       

Net sales

  $ 28,989,667     $ 3,883,335     $     $ 32,873,002  

Depreciation

    1,217,174       126,430       38,631       1,382,235  

Segment operating profit

    1,762,835       1,083,548             2,846,383  

Selling and administrative expenses

        (2,354,799     (2,354,799

Other income

        191,730       191,730  
       

 

 

 

Income before income taxes

          683,314  
       

 

 

 

Capital expenditures

    1,522,541       233,697       46,676       1,802,914  

Segment assets:

       

Accounts receivable, net

    4,313,185       296,129             4,609,314  

Inventories, net

    3,985,883       965,294             4,951,177  

Property, plant and equipment, net

    11,047,439       1,686,764       939,850       13,674,053  

Other assets

                8,488,832       8,488,832  
       

 

 

 
          31,723,376  
       

 

 

 

The Company does not allocate certain selling and administrative expenses for internal reporting, thus, no allocation was made for these expenses for segment disclosure purposes. Segment assets reported internally are limited to accounts receivable, inventory and long-lived assets. Certain long-lived assets of one plant location are allocated between the two segments based on estimated plant utilization, as this plant serves both fastener and assembly equipment activities. Other assets are not allocated to segments internally and to do so would be impracticable.

The following table presents revenue by segment, further disaggregated by end-market:

 

      Fastener      Assembly
Equipment
     Consolidated  

Year Ended December 31, 2020:

        

Automotive

   $ 15,612,249      $ 136,899      $ 15,749,148  

Non-automotive

     8,995,614        2,845,891        11,841,505  
  

 

 

    

 

 

    

 

 

 

Total net sales

   $ 24,607,863      $ 2,982,790      $ 27,590,653  
  

 

 

    

 

 

    

 

 

 

Year Ended December 31, 2019:

        

Automotive

   $ 18,518,987      $ 193,517      $ 18,712,504  

Non-automotive

     10,470,680        3,689,818        14,160,498  
  

 

 

    

 

 

    

 

 

 

Total net sales

   $ 28,989,667      $ 3,883,335      $ 32,873,002  
  

 

 

    

 

 

    

 

 

 

The following table presents revenue by segment, further disaggregated by location:

 

Year Ended December 31, 2020:

        

United States

   $ 20,743,296      $ 2,804,476      $ 23,547,772  

Foreign

     3,864,567        178,314        4,042,881  
  

 

 

    

 

 

    

 

 

 

Total net sales

   $ 24,607,863      $ 2,982,790      $ 27,590,653  
  

 

 

    

 

 

    

 

 

 

Year Ended December 31, 2019:

        

United States

   $ 24,626,317      $ 3,599,855      $ 28,226,172  

Foreign

     4,363,350        283,480        4,646,830  
  

 

 

    

 

 

    

 

 

 

Total net sales

   $ 28,989,667      $ 3,883,335      $ 32,873,002  
  

 

 

    

 

 

    

 

 

 

Sales to one customer in the fastener segment accounted for 14 percent of consolidated revenues during 2020 and 16 percent in 2019. The accounts receivable balance for this customer accounted for 17 and 18 percent of consolidated accounts receivable as of December 31, 2020 and 2019, respectively. Sales to a second customer in the fastener segment accounted for 12 percent of consolidated revenues during 2020 and 10 percent in 2019. The accounts receivable balance for this customer accounted for 15 and 13 percent of consolidated accounts receivable as of December 31, 2020 and 2019, respectively. Sales to a third customer were 10 percent of consolidated revenue in both 2020 and 2019. The accounts receivable balance for this customer accounted for 15 and 12 percent of consolidated accounts receivable as of December 31, 2020 and 2019, respectively.

7—Commitments and Contingencies—The Company recorded rent expense aggregating approximately $23,000 and $39,000 in 2020 and 2019, respectively. Total future minimum rentals at December 31, 2020 are not significant.

The Company is, from time to time involved in litigation, including environmental claims, 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.

 

 

 

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8—COVID-19—In March 2020, the World Health Organization characterized the novel coronavirus (“COVID-19”) a pandemic and the President of the United States declared the COVID-19 outbreak a national emergency. The rapid spread of the virus and the evolving response domestically and internationally to combat it have had a significant negative impact on the global economy, including the automotive industry upon which we rely for sales. Beginning in March, most states issued executive orders which temporarily closed businesses deemed non-essential in an effort to prevent the spread of the coronavirus. Similar measures also took place in foreign markets we serve. As a result, our operations and the operations of our customers and suppliers have been adversely affected. Since some of our customers are classified as essential businesses and were allowed to continue to operate during this period, we were able to continue our operations, but at a significantly reduced level, in order to service those customers. Our automotive customers were particularly affected, as much of the sector was idled for an extended period of time during the second quarter due to employee safety concerns. While most shutdown orders were lifted late in the second quarter, various

work-related restrictions remained in place for some time. Due to the rapidly changing business environment and heightened degree of uncertainty resulting from COVID-19, we took measures to reduce expenses and conserve capital during this period, including reduced work schedules, delayed capital expenditures and a reduction in dividend payments. We have seen improved demand since government-imposed restrictions were relaxed. However, the timing of any broad economic recovery is uncertain and will likely be tied to the course of the pandemic. As we cannot predict the duration or scope of the COVID-19 pandemic, or its broader impact on the global economy, including the demand for automobiles, it is unknown how long COVID-19 restrictions will remain in place or what the impact of COVID-19 and its related effects will be on our business, results of operations or financial condition, but the impact could be material and last for an extended period of time.

9—Subsequent Events—On February 22, 2021, the Board of Directors declared a regular quarterly dividend of $0.22 per share, or $212,549, payable March 19, 2021 to shareholders of record on March 5, 2021.

 

 

 

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Report of Independent Registered Public Accounting Firm

Shareholders and the Board of Directors of Chicago Rivet & Machine Co.

Naperville, Illinois

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Chicago Rivet & Machine Co. (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of income, shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

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Crowe LLP

We have served as the Company’s auditor since 2014.

Oak Brook, Illinois

March 19, 2021

 

 

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INFORMATION ON COMPANY’S COMMON STOCK

The Company’s common stock is traded on the NYSE American (trading privileges only, not registered). The ticker symbol is CVR.

At December 31, 2020, there were approximately 140 shareholders of record.

The transfer agent and registrar for the Company’s common stock is:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004-1561

The following table shows the dividends declared and the quarterly high and low prices of the common stock for the last two years.

 

     Dividends
Declared
     Market Range  

Quarter

   2020      2019      2020      2019  

First

   $ 0.22      $ 0.52    $ 27.01      $ 18.00      $ 32.10      $ 26.80  

Second

     0.10        0.22      $ 23.98      $ 19.00      $ 30.02      $ 26.46  

Third

     0.10        0.22      $ 22.00      $ 19.50      $ 28.63      $ 25.85  

Fourth

     0.10        0.22      $ 24.81      $ 19.80      $ 28.84      $ 25.01  

 

*

Includes an extra dividend of $0.30 per share.

 

BOARD OF DIRECTORS

Walter W. Morrissey (e)

Chairman of the Board

of the Company

Attorney at Law

Lillig & Thorsness, Ltd.

Oak Brook, Illinois

Michael J. Bourg (e)

President of the Company

Kent H. Cooney (a) (c)

Private Investor

Woodstock, Illinois

Patricia M. Miller (n)

Chief Executive Officer

Matrix 4, Inc.

Woodstock, Illinois

Kurt Moders (c)

President

Kenmode Tool & Engineering, Inc.

Algonquin, Illinois

James W. Morrissey (e)

Attorney at Law

Vedder Price P.C.

Chicago, Illinois

John C. Osterman (a) (e) (n)

Business Consultant

Sugar Grove, Illinois

John L. Showel (n)

Portfolio Manager

Maggiore Fund I, LP

Chicago, Illinois

 

(a)

Member of Audit Committee

(c)

Member of Compensation Committee

(e)

Member of Executive Committee

(n)

Member of Nominating Committee

CORPORATE OFFICERS

Walter W. Morrissey

Chairman, Chief

Executive Officer

Michael J. Bourg

President, Chief Operating

Officer and Treasurer

Kimberly A. Kirhofer

Secretary

CHICAGO RIVET & MACHINE CO.

Administrative & Sales Offices

Naperville, Illinois

Pembroke, Massachusetts

Manufacturing Facilities

Albia Division

Albia, Iowa

Tyrone Division

Tyrone, Pennsylvania

H & L Tool Company, Inc.

Madison Heights, Michigan

 

 

 

 

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Chicago Rivet & Machine Co. 901 Frontenac Road Naperville, Illinois 60563 • www.chicagorivet.com