-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QijmgLuNbBlGBlOOY0Y8aq3UgYvhW46H/YY9QJhW1jkaVZYdOiaAlyOcNiswnGSg CY/Kb7ZD9/p3T0Y8b0IAZQ== 0000950137-07-006823.txt : 20070504 0000950137-07-006823.hdr.sgml : 20070504 20070504164913 ACCESSION NUMBER: 0000950137-07-006823 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070331 FILED AS OF DATE: 20070504 DATE AS OF CHANGE: 20070504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHICAGO RIVET & MACHINE CO CENTRAL INDEX KEY: 0000019871 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 360904920 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-01227 FILM NUMBER: 07821058 BUSINESS ADDRESS: STREET 1: 901 FRONTENAC RD STREET 2: P O BOX 3061 CITY: NAPERVILLE STATE: IL ZIP: 60566 BUSINESS PHONE: 6303578500 MAIL ADDRESS: STREET 1: 901 FRONTENAC RD STREET 2: P O BOX 3061 CITY: NAPERVILLE STATE: IL ZIP: 60566 10-Q 1 c14914e10vq.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number 0-1227 Chicago Rivet & Machine Co. (Exact Name of Registrant as Specified in Its Charter) Illinois 36-0904920 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.)
901 Frontenac Road, Naperville, Illinois 60563 (Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (630) 357-8500 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer X --- --- --- Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X --- --- As of March 31, 2007, 966,132 shares of the registrant's common stock were outstanding. CHICAGO RIVET & MACHINE CO. INDEX
Page ----- PART I. FINANCIAL INFORMATION Condensed Consolidated Balance Sheets at March 31, 2007 and December 31, 2006 2-3 Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2007 and 2006 4 Condensed Consolidated Statements of Retained Earnings for the Three Months Ended March 31, 2007 and 2006 5 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2007 and 2006 6 Notes to the Condensed Consolidated Financial Statements 7-8 Management's Discussion and Analysis of Financial Condition and Results of Operations 9-10 Controls and Procedures 11 PART II. OTHER INFORMATION 12-18
1 Item 1. Financial Statements. CHICAGO RIVET & MACHINE CO. Condensed Consolidated Balance Sheets March 31, 2007 and December 31, 2006
March 31, December 31, 2007 2006 ----------- ------------ (Unaudited) Assets Current Assets: Cash and cash equivalents $ 464,060 $ 367,581 Certificates of deposit 5,380,000 5,405,000 Accounts receivable, net of allowance of $147,000 and $150,000, respectively 6,244,565 5,902,628 Inventories: Raw materials 1,380,169 1,333,857 Work in process 2,229,968 1,907,653 Finished goods 2,322,355 2,239,799 ----------- ----------- Total inventories 5,932,492 5,481,309 ----------- ----------- Deferred income taxes 503,191 499,191 Prepaid income taxes -- 118,914 Other current assets 294,084 294,593 ----------- ----------- Total current assets 18,818,392 18,069,216 ----------- ----------- Property, Plant and Equipment: Land and improvements 1,029,035 1,029,035 Buildings and improvements 6,321,609 6,321,609 Production equipment, leased machines and other 29,395,488 29,411,746 ----------- ----------- 36,746,132 36,762,390 Less accumulated depreciation 27,029,837 26,925,130 ----------- ----------- Net property, plant and equipment 9,716,295 9,837,260 ----------- ----------- Total assets $28,534,687 $27,906,476 =========== ===========
See Notes to the Condensed Consolidated Financial Statements 2 CHICAGO RIVET & MACHINE CO. Condensed Consolidated Balance Sheets March 31, 2007 and December 31, 2006
March 31, December 31, 2007 2006 ----------- ------------ (Unaudited) Liabilities and Shareholders' Equity Current Liabilities: Accounts payable $ 1,930,778 $ 1,431,468 Accrued wages and salaries 861,164 693,442 Contributions due profit sharing plan 54,244 225,000 Accrued plant closing expenses 140,715 217,443 Other accrued expenses 356,974 259,680 ----------- ----------- Total current liabilities 3,343,875 2,827,033 Deferred income taxes 1,051,275 1,076,275 ----------- ----------- Total liabilities 4,395,150 3,903,308 ----------- ----------- Commitments and contingencies (Note 4) -- -- Shareholders' Equity: Preferred stock, no par value, 500,000 shares authorized: none outstanding -- -- Common stock, $1.00 par value, 4,000,000 shares authorized: 1,138,096 shares issued 1,138,096 1,138,096 Additional paid-in capital 447,134 447,134 Retained earnings 26,476,405 26,340,036 Treasury stock, 171,964 shares at cost (3,922,098) (3,922,098) ----------- ----------- Total shareholders' equity 24,139,537 24,003,168 ----------- ----------- Total liabilities and shareholders' equity $28,534,687 $27,906,476 =========== ===========
See Notes to the Condensed Consolidated Financial Statements 3 CHICAGO RIVET & MACHINE CO. Condensed Consolidated Statements of Operations For the Three Months Ended March 31, 2007 and 2006 (Unaudited)
2007 2006 ---------- ----------- Net sales $9,924,333 $10,913,902 Lease revenue 23,243 27,049 ---------- ----------- 9,947,576 10,940,951 Cost of goods sold and costs related to lease revenue 8,016,515 8,785,781 ---------- ----------- Gross profit 1,931,061 2,155,170 Selling and administrative expenses 1,528,346 1,629,803 Plant closing expenses 18,074 -- ---------- ----------- Operating profit 384,641 525,367 Other income and expenses: Interest income 74,431 55,964 Other income 1,200 4,953 ---------- ----------- Income before income taxes 460,272 586,284 Provision for income taxes 150,000 197,000 ---------- ----------- Net Income $ 310,272 $ 389,284 ========== =========== Average common shares outstanding 966,132 966,132 ========== =========== Per share data: Net income per share $ 0.32 $ 0.40 ========== =========== Cash dividends declared per share $ 0.18 $ 0.18 ========== ===========
See Notes to the Condensed Consolidated Financial Statements 4 CHICAGO RIVET & MACHINE CO. Condensed Consolidated Statements of Retained Earnings For the Three Months Ended March 31, 2007 and 2006 (Unaudited)
2007 2006 ----------- ----------- Retained earnings at beginning of period $26,340,036 $25,915,024 Net income for the three months ended 310,272 389,284 Cash dividends declared in the period; $.18 per share in 2007 and 2006 (173,903) (173,903) ----------- ----------- Retained earnings at end of period $26,476,405 $26,130,405 =========== ===========
See Notes to the Condensed Consolidated Financial Statements 5 CHICAGO RIVET & MACHINE CO. Condensed Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2007 and 2006 (Unaudited)
2007 2006 ----------- ----------- Cash flows from operating activities: Net income $ 310,272 $ 389,284 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 280,583 408,177 Net gain on the sale of equipment (8,020) -- Deferred income taxes (29,000) (44,000) Changes in operating assets and liabilities: Accounts receivable, net (341,937) (1,671,998) Inventories (451,183) 49,788 Other current assets 119,423 (15,190) Accounts payable 342,739 301,313 Accrued wages and salaries 167,722 176,700 Accrued profit sharing contribution (170,756) (60,000) Other accrued expenses 20,566 (37,419) ----------- ----------- Net cash provided by (used in) operating activities 240,409 (503,345) ----------- ----------- Cash flows from investing activities: Capital expenditures (3,047) (44,078) Proceeds from the sale of equipment 8,020 -- Proceeds from certificates of deposit 5,255,000 775,000 Purchases of certificates of deposit (5,230,000) (3,075,000) ----------- ----------- Net cash provided by (used in) investing activities 29,973 (2,344,078) ----------- ----------- Cash flows from financing activities: Cash dividends paid (173,903) (173,903) ----------- ----------- Net cash used in financing activities (173,903) (173,903) ----------- ----------- Net increase (decrease) in cash and cash equivalents 96,479 (3,021,326) Cash and cash equivalents at beginning of period 367,581 4,730,837 ----------- ----------- Cash and cash equivalents at end of period $ 464,060 $ 1,709,511 =========== =========== Supplemental schedule of non-cash investing activities: Capital expenditures in accounts payable $ 156,571 $ 18,292
See Notes to the Condensed Consolidated Financial Statements 6 CHICAGO RIVET & MACHINE CO. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. In the opinion of the Company, the accompanying financial statements contain all adjustments necessary to present fairly the financial position of the Company as of March 31, 2007 (unaudited) and December 31, 2006 (audited) and the results of operations and changes in cash flows for the indicated periods. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. The results of operations for the three-month period ended March 31, 2007 are not necessarily indicative of the results to be expected for the year. 3. The Company extends credit on the basis of terms that are customary within our markets to various companies doing business primarily in the automotive industry. The Company has a concentration of credit risk primarily within the automotive industry and in the Midwestern United States. 4. The Company is, from time to time, involved in litigation, including environmental claims and contract disputes, in the normal course of business. While it is not possible at this time to establish the ultimate amount of liability with respect to contingent liabilities, including those related to legal proceedings, management is of the opinion that the aggregate amount of any such liabilities, for which provision has not been made, will not have a material adverse effect on the Company's financial position. 5. The Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 "Accounting for Uncertainty in Income Taxes" ("FIN 48"), on January 1, 2007. There was no effect on retained earnings related to this adoption. Consistent with FIN 48, the Company classifies interest and penalties related to unrecognized tax benefits as a component of income tax expense. The Company's federal income tax returns for the 2005 and 2006 tax years are subject to examination by the Internal Revenue Service ("IRS"). While it may be possible that a reduction could occur with respect to the Company's unrecognized tax benefits as an outcome of an IRS examination, management does not anticipate any adjustments that would result in a material change to the results of operations or financial condition of the Company. The 2004 federal income tax return was examined by the IRS and no adjustments were made as a result of the examination. No statutes have been extended on any of the Company's federal income tax filings. The statute of limitations on the Company's 2005 and 2006 federal income tax returns will expire on September 15, 2009 and 2010, respectively. The Company's state income tax returns for the 2004 through 2006 tax years remain subject to examination by various state authorities with the latest closing period on October 31, 2010. The Company is currently not under examination by any state authority for income tax purposes and no statutes for state income tax filings have been extended. 6. The Company recorded various charges during 2006 and 2007 related to the closure of its Jefferson, Iowa facility. The facility had been operating below capacity and after the transfer of production activities to Tyrone, Pennsylvania, operations ceased in December 2006. As a result of the closure, the Company recorded plant closing expenses of $422,934 in the year ended December 31, 2006, and $18,074 in the quarter ended March 31, 2007. The following is a summary of liabilities recorded on the accompanying balance sheets as accrued plant closing expenses:
Severance Facility and Benefits Closure Costs Total ------------ ------------- -------- Balance at December 31, 2006 $177,074 $ 40,369 $217,443 Charge -- 18,074 18,074 Payments (36,359) (58,443) (94,802) Non-cash reduction -- -- -- -------- -------- -------- Balance at March 31, 2007 $140,715 $ -- $140,715 ======== ======== ========
7 CHICAGO RIVET & MACHINE CO. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 7. Segment Information--The Company operates in two business segments as determined by its products. The fastener segment includes rivets, cold-formed fasteners and screw machine products. The assembly equipment segment includes automatic rivet setting machines, parts and tools for such machines and the leasing of automatic rivet setting machines. Information by segment is as follows:
Assembly Fastener Equipment Other Consolidated ---------- ---------- --------- ------------ Three Months Ended March 31, 2007: Net sales and lease revenue $8,725,371 $1,222,205 $ 9,947,576 Depreciation 235,898 21,069 23,616 280,583 Segment profit 726,469 235,097 961,566 Selling and administrative expenses (557,651) (557,651) Plant closing expenses (18,074) (18,074) Interest income 74,431 74,431 ------------ Income before income taxes 460,272 ------------ Capital expenditures 159,618 -- 159,618 Segment assets: Accounts receivable, net 5,692,469 552,096 6,244,565 Inventories 4,282,783 1,649,709 5,932,492 Property, plant and equipment, net 7,636,359 1,161,345 918,591 9,716,295 Other assets 6,641,335 6,641,335 ------------ 28,534,687 ------------ Three Months Ended March 31, 2006: Net sales and lease revenue $9,180,723 $1,760,228 $10,940,951 Depreciation 361,230 25,377 21,570 408,177 Segment profit 648,135 450,772 1,098,907 Selling and administrative expenses (568,587) (568,587) Interest income 55,964 55,964 ------------ Loss before income taxes 586,284 ------------ Capital expenditures 62,370 -- 62,370 Segment assets: Accounts receivable, net 6,436,087 606,522 7,042,609 Inventories 4,227,711 1,694,196 5,921,907 Property, plant and equipment, net 7,508,851 1,258,247 938,603 9,705,701 Other assets 5,793,034 5,793,034 ------------ 28,463,251 ------------
8 CHICAGO RIVET & MACHINE CO. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Revenues for the first quarter of 2007 were $9,947,576, a decline of $993,375, or 9.1%, compared to the first quarter of last year. Reduced demand in the domestic automotive market resulted in lower fastener segment sales, while equipment segment sales weakened further. Despite the lower revenues in the current year, the reduction in certain expenses and continued cost controls allowed us to achieve net income of $310,272, or $0.32 per share, compared to $389,284, or $0.40 per share in 2006. In the first quarter, fastener segment revenues declined $455,352, or 5%, from $9,180,723 in 2006 to $8,725,371 in 2007. Despite lower sales volume, gross margins within this segment improved by approximately $12,000 compared with the first quarter of 2006 due to reductions in certain expense items. Depreciation in the current year is $125,000 lower than last year as certain equipment became fully depreciated in 2006. This favorable change is expected to be present throughout the year. Expediting and rejection expenses declined $83,000 during the quarter due in part to investments in inspection equipment made since last year. Outside machining declined $142,000, primarily due to a change in product mix. The transfer of production activities from Jefferson, Iowa to Tyrone, Pennsylvania in 2006 resulted in further improvement as certain expenses were eliminated. Demand within the assembly equipment segment weakened considerably in the first quarter of 2007, resulting in revenues of only $1,222,205, a reduction of $538,023 compared to 2006. While manufacturing costs declined due to the lower level of production activity, the reduction was not sufficient to offset the lower volume, resulting in a $236,000 decline in gross margin compared to the first quarter of 2006. Selling and administrative expenses during the first quarter of 2007 were $101,000 lower than the first quarter of 2006. Payroll and payroll related expenses account for approximately $45,000 of the decline, due to turnover and headcount reductions since the first quarter of last year. Profit sharing expense has declined $11,000 due to the lower level of profitability. The remaining net decrease relates to various other expenses. First quarter 2007 results also include $18,074 for expenses related to the previously disclosed Jefferson, Iowa plant closing. These expenses relate to preparing the building for sale and the transfer of assets to our Tyrone, Pennsylvania location. Further expenses related to the closing are not expected to be material. Working capital increased by $.2 million from the beginning of the year and amounted to $15.4 million at the end of the first quarter. Accounts receivable balances increased by $.3 million during the quarter as a result of first quarter 2007 sales being higher than fourth quarter 2006 sales. In support of the higher level of operating activity in the first quarter, compared with the fourth quarter of last year, inventory increased by $.5 million and accounts payable increased by a like amount. Similarly, the increase in accrued wages and salaries of $.2 million and the decline in accrued profit sharing of $.2 million, reflect normal annual changes. The net result of these changes and other cash flow items on cash and certificates of deposit was an increase of $.1 million, to $5.8 million, as of March 31, 2007. The Company has a $1.0 million line of credit, which expires May 31, 2007. This line of credit remains unused. Management believes that current cash, cash equivalents and operating cash flow will provide adequate working capital for the foreseeable future. The decline in revenues and net income in the first quarter of 2007 is indicative of the lower level of production activity in our primary markets. Fastener segment sales reflect the reduced production in the domestic automotive market as manufacturers adjust their activities due to reduced demand. While weakness in this market continues to be a concern, our fastener segment sales decline is actually less than the decline in domestic automotive production during the first quarter, as we were able to increase sales to certain non-automotive customers. The assembly equipment segment reflects the continuing decline in manufacturing activity overall in the United States. We have adjusted our work schedules in response to changing customer demand and will continue to do so. The decline in assembly equipment activity is significant not only due to the historically greater margins achieved on such sales, but also due to the anticipated difficulty in recovering such losses. In the near- 9 term, we do not anticipate any significant changes in the markets in which we are active. In response to this difficult environment, we will continue our efforts to increase revenues while also controlling costs. This discussion contains certain "forward-looking statements" which are inherently subject to risks and uncertainties that may cause actual events to differ materially from those discussed herein. Factors which may cause such differences in events include, those disclosed under "Risk Factors" in our Annual Report on Form 10-K and in the other filings we make with the United States Securities and Exchange Commission. These factors, include among other things: conditions in the domestic automotive industry, upon which we rely for sales revenue, the intense competition in our markets, the concentration of our sales to two major customers, the price and availability of raw materials, labor relations issues, losses related to product liability, warranty and recall claims, costs relating to environmental laws and regulations, 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. 10 CHICAGO RIVET & MACHINE CO. Item 4. Controls and Procedures. (a) Disclosure Controls and Procedures. The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act. (b) Internal Control Over Financial Reporting. There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 11 PART II -- OTHER INFORMATION 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. 12 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 4, 2007 /s/ John A. Morrissey ---------------------------------------- John A. Morrissey Chairman of the Board of Directors and Chief Executive Officer Date: May 4, 2007 /s/ Michael J. Bourg ---------------------------------------- Michael J. Bourg President, Chief Operating Officer and Treasurer (Principal Financial Officer) 13 CHICAGO RIVET & MACHINE CO. EXHIBITS INDEX TO EXHIBITS
Exhibit Number Page - ------- ---- 31 Rule 13a-14(a) or 15d-14(a) Certifications 31.1 Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 15 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 16 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 17 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18
14 EX-31.1 2 c14914exv31w1.txt SECTION 302 CERTIFICATION EXHIBIT 31.1 I, John A. Morrissey, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Chicago Rivet & Machine Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 4, 2007 /s/ John A. Morrissey ---------------------------------------- John A. Morrissey Chairman EX-31.2 3 c14914exv31w2.txt SECTION 302 CERTIFICATION EXHIBIT 31.2 I, Michael J. Bourg, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Chicago Rivet & Machine Co.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 4, 2007 /s/ Michael J. Bourg ---------------------------------------- Michael J. Bourg President/Treasurer EX-32.1 4 c14914exv32w1.txt SECTION 1350 CERTIFICATION EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Chicago Rivet & Machine Co. (the "Company") for the quarterly period ended March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John A. Morrissey, as Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ John A. Morrissey - ------------------------------------- Name: John A. Morrissey Title: Chief Executive Officer Date: May 4, 2007 EX-32.2 5 c14914exv32w2.txt SECTION 1350 CERTIFICATION EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Chicago Rivet & Machine Co. (the "Company") for the quarterly period ended March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael J. Bourg, as Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Michael J. Bourg - ------------------------------------- Name: Michael J. Bourg Title: Chief Financial Officer Date: May 4, 2007 -----END PRIVACY-ENHANCED MESSAGE-----