-----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, H206y4DYcIUZ7f3C4cM3uEdX0HLEML+fY7sZ7WxRNCIchvAfHRKRZNxzaIqXveni ayHgSSaGHb1sNCSh3Cah0A== 0000950137-07-012200.txt : 20070813 0000950137-07-012200.hdr.sgml : 20070813 20070813161115 ACCESSION NUMBER: 0000950137-07-012200 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070813 DATE AS OF CHANGE: 20070813 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: 071049167 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 c17695e10vq.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 June 30, 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 June 30, 2007, 966,132 shares of the registrant's common stock were outstanding. CHICAGO RIVET & MACHINE CO. INDEX
Page PART I. FINANCIAL INFORMATION (Unaudited) Condensed Consolidated Balance Sheets at June 30, 2007 and December 31, 2006 2-3 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2007 and 2006 4 Condensed Consolidated Statements of Retained Earnings for the Six Months Ended June 30, 2007 and 2006 5 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2007 and 2006 6 Notes to the Condensed Consolidated Financial Statements 7-9 Management's Discussion and Analysis of Financial Condition and Results of Operations 10-11 Controls and Procedures 12 PART II. OTHER INFORMATION 13-19
1 Item 1. Financial Statements. CHICAGO RIVET & MACHINE CO. Condensed Consolidated Balance Sheets June 30, 2007 and December 31, 2006
June 30, December 31, 2007 2006 --------------- -------------- (Unaudited) Assets Current Assets: Cash and cash equivalents $ 1,396,348 $ 367,581 Certificates of deposit 4,380,000 5,405,000 Accounts receivable, net of allowance of $143,000 and $150,000, respectively 6,649,468 5,902,628 Inventories: Raw materials 1,621,647 1,333,857 Work in process 2,122,972 1,907,653 Finished goods 2,128,479 2,239,799 --------------- -------------- Total inventories 5,873,098 5,481,309 --------------- -------------- Deferred income taxes 496,191 499,191 Prepaid income taxes - 118,914 Other current assets 225,137 294,593 --------------- -------------- Total current assets 19,020,242 18,069,216 --------------- -------------- Property, Plant and Equipment: Land and improvements 1,029,035 1,029,035 Buildings and improvements 6,347,078 6,321,609 Production equipment, leased machines and other 28,154,696 29,411,746 --------------- -------------- 35,530,809 36,762,390 Less accumulated depreciation 25,927,078 26,925,130 --------------- -------------- Net property, plant and equipment 9,603,731 9,837,260 --------------- -------------- Total assets $ 28,623,973 $ 27,906,476 =============== ==============
See Notes to the Condensed Consolidated Financial Statements 2 CHICAGO RIVET & MACHINE CO. Condensed Consolidated Balance Sheets June 30, 2007 and December 31, 2006
June 30, December 31, 2007 2006 --------------- --------------- (Unaudited) Liabilities and Shareholders' Equity Current Liabilities: Accounts payable $ 1,785,615 $ 1,431,468 Accrued wages and salaries 833,967 693,442 Contributions due profit sharing plan 136,000 225,000 Accrued plant closing expenses 67,234 217,443 Other accrued expenses 299,851 259,680 --------------- --------------- Total current liabilities 3,122,667 2,827,033 Deferred income taxes 1,012,275 1,076,275 --------------- --------------- Total liabilities 4,134,942 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 26,825,899 26,340,036 Treasury stock, 171,964 shares at cost (3,922,098) (3,922,098) --------------- --------------- Total shareholders' equity 24,489,031 24,003,168 --------------- --------------- Total liabilities and shareholders' equity $ 28,623,973 $ 27,906,476 =============== ===============
See Notes to the Condensed Consolidated Financial Statements 3 CHICAGO RIVET & MACHINE CO. Condensed Consolidated Statements of Operations For the Three and Six Months Ended June 30, 2007 and 2006 (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, ------------------------------ ------------------------------ 2007 2006 2007 2006 -------------- -------------- -------------- -------------- Net sales $ 10,107,140 $ 11,032,015 $ 20,031,473 $ 21,945,917 Lease revenue 23,180 25,351 46,423 52,400 -------------- -------------- -------------- -------------- 10,130,320 11,057,366 20,077,896 21,998,317 Cost of goods sold and costs related to lease revenue 7,911,272 8,379,524 15,927,787 17,165,305 -------------- -------------- -------------- -------------- Gross profit 2,219,048 2,677,842 4,150,109 4,833,012 Selling and administrative expenses 1,520,531 1,637,046 3,048,877 3,266,849 Plant closing expenses 2,722 400,401 20,796 400,401 -------------- -------------- -------------- -------------- Operating profit 695,795 640,395 1,080,436 1,165,762 Other income and expenses: Interest income 73,026 53,954 147,457 109,918 Other income 6,578 4,177 7,778 9,130 -------------- -------------- -------------- -------------- Income before income taxes 775,399 698,526 1,235,671 1,284,810 Provision for income taxes 252,000 230,000 402,000 427,000 -------------- -------------- -------------- -------------- Net income $ 523,399 $ 468,526 $ 833,671 $ 857,810 ============== ============== ============== ============== Average common shares outstanding 966,132 966,132 966,132 966,132 ============== ============== ============== ============== Per share data: Net income per share $ 0.54 $ 0.49 $ 0.86 $ 0.89 ============== ============== ============== ============== Cash dividends declared per share $ 0.18 $ 0.18 $ 0.36 $ 0.36 ============== ============== ============== ==============
See Notes to the Condensed Consolidated Financial Statements 4 CHICAGO RIVET & MACHINE CO. Condensed Consolidated Statements of Retained Earnings For the Six Months Ended June 30, 2007 and 2006 (Unaudited)
2007 2006 -------------- --------------- Retained earnings at beginning of period $ 26,340,036 $ 25,915,024 Net income for the six months ended 833,671 857,810 Cash dividends declared in the period, $.36 per share in 2007 and 2006 (347,808) (347,808) -------------- --------------- Retained earnings at end of period $ 26,825,899 $ 26,425,026 ============== ===============
See Notes to the Condensed Consolidated Financial Statements 5 CHICAGO RIVET & MACHINE CO. Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2007 and 2006 (Unaudited)
2007 2006 -------------- ---------------- Cash flows from operating activities: Net income $ 833,671 $ 857,810 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 562,248 817,410 Net gain on the sale of equipment (17,824) (2,830) Deferred income taxes (61,000) (240,000) Changes in operating assets and liabilities: Accounts receivable, net (746,840) (1,893,500) Inventories (391,789) 176,878 Other current assets 188,370 66,790 Accounts payable 264,923 (2,445) Accrued wages and salaries 140,525 190,195 Accrued profit sharing contribution (89,000) 65,000 Other accrued expenses (110,038) 283,660 -------------- ---------------- Net cash provided by operating activities 573,246 318,968 -------------- ---------------- Cash flows from investing activities: Capital expenditures (252,289) (906,989) Proceeds from the sale of equipment 30,618 9,000 Proceeds from certificates of deposit 10,355,000 2,475,000 Purchases of certificates of deposit (9,330,000) (5,975,000) -------------- ---------------- Net cash provided by (used in) investing activities 803,329 (4,397,989) -------------- ---------------- Cash flows from financing activities: Cash dividends paid (347,808) (347,808) -------------- ---------------- Net cash used in financing activities (347,808) (347,808) -------------- ---------------- Net increase (decrease) in cash and cash equivalents 1,028,767 (4,426,829) Cash and cash equivalents at beginning of period 367,581 4,730,837 -------------- ---------------- Cash and cash equivalents at end of period $ 1,396,348 $ 304,008 ============== ================ Supplemental schedule of non-cash investing activities: Capital expenditures in accounts payable $ 89,224 $ 28,383
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 unaudited interim financial statements contain all adjustments necessary to present fairly the financial position of the Company as of June 30, 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 and six-month period ending June 30, 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 $20,796 in the period ended June 30, 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 - 20,796 20,796 Payments (112,051) (58,954) (171,005) Non-cash reduction - - - ----------------------------------------------- Balance at June 30, 2007 $ 65,023 $ 2,211 $ 67,234 -----------------------------------------------
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 June 30, 2007: Net sales and lease revenue $ 8,860,781 $ 1,269,539 $ 10,130,320 Depreciation 236,859 21,190 23,616 281,665 Segment profit 932,507 306,315 1,238,822 Selling and administrative expenses (533,727) (533,727) Plant closing expenses (2,722) (2,722) Interest income 73,026 73,026 --------------- Income before income taxes 775,399 --------------- Capital expenditures 159,388 22,507 181,895 Segment assets: Accounts receivable, net 6,057,791 591,677 6,649,468 Inventories 4,245,827 1,627,271 5,873,098 Property, plant and equipment, net 7,546,091 1,162,665 894,975 9,603,731 Other assets 6,497,676 6,497,676 --------------- 28,623,973 --------------- Three Months Ended June 30, 2006: Net sales and lease revenue $ 9,529,364 $ 1,528,002 $ 11,057,366 Depreciation 361,486 25,377 22,370 409,233 Segment profit 1,201,970 402,778 1,604,748 Selling and administrative expenses (559,775) (559,775) Plant closing expenses (400,401) (400,401) Interest income 53,954 53,954 --------------- Income before income taxes 698,526 --------------- Capital expenditures 858,459 - 14,543 873,002 Segment assets: Accounts receivable, net 6,552,671 711,440 7,264,111 Inventories 4,185,252 1,609,565 5,794,817 Property, plant and equipment, net 8,004,727 1,232,870 925,703 10,163,300 Other assets 5,529,551 5,529,551 --------------- 28,751,779 ---------------
8 CHICAGO RIVET & MACHINE CO. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Assembly Fastener Equipment Other Consolidated -------------- -------------- ------------ --------------- Six Months Ended June 30, 2007: Net sales and lease revenue $ 17,586,152 $ 2,491,744 $ 20,077,896 Depreciation 472,757 42,259 47,232 562,248 Segment profit 1,658,976 541,412 2,200,388 Selling and administrative expenses (1,091,378) (1,091,378) Plant closing expenses (20,796) (20,796) Interest income 147,457 147,457 --------------- Income before income taxes 1,235,671 --------------- Capital expenditures 319,006 22,507 341,513 Six Months Ended June 30, 2006: Net sales and lease revenue $ 18,710,087 $ 3,288,230 $ 21,998,317 Depreciation 722,716 50,754 43,940 817,410 Segment profit 1,850,105 853,550 2,703,655 Selling and administrative expenses (1,128,362) (1,128,362) Plant closing expenses (400,401) (400,401) Interest income 109,918 109,918 --------------- Income before income taxes 1,284,810 --------------- Capital expenditures 920,829 14,543 935,372
9 CHICAGO RIVET & MACHINE CO. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results for the second quarter of 2007, as well as the current year to date, continued to be dampened by the decline in domestic automotive sales compared to the year earlier period. For the quarter, sales declined $927,046, bringing the year to date decline to $1,920,421. Although the decline in sales volume is significant, net income in the current quarter actually improved from $468,526 in 2006 to $523,399 in 2007, primarily due to plant closing expenses of $400,401 recorded in the prior year. Net income for the first six months of 2007 amounted to $833,671 compared to $857,810 in 2006. Within the fastener segment, second quarter revenues declined from $9,529,364 in 2006 to $8,860,781 in 2007, or 7%. Partially offsetting the decline in sales during the quarter was the reduction of certain expenses. Segment depreciation in the current year is $125,000 lower than last year as certain equipment became fully depreciated in 2006. Expediting and rejection expenses declined $45,000 during the quarter due in part to investments in inspection equipment made since last year. Outside machining declined $187,000, due to a change in product mix and the performance of certain procedures in-house that were formerly outsourced. Additionally, the transfer of production activities from Jefferson, Iowa to Tyrone, Pennsylvania in the second half of 2006 resulted in further expense reductions as certain costs were eliminated. The net reduction in other expenses during the second quarter of 2007 was consistent with the lower level of production activity, resulting in a gross margin of approximately $1,742,000 compared to $2,085,000 in the year earlier quarter. For the first half of the year, fastener segment revenues have declined by $1,123,935, or 6%, from $18,710,087 to $17,586,152. Similar to the second quarter results, year to date fastener segment results reflect reductions in depreciation of $250,000, expediting and rejection expenses of $128,000 and outside machining of $329,000. Gross margins for the first six months of 2007 were $3,260,000 compared to $3,591,000 for the first half of 2006. Revenues within the assembly equipment segment totaled $1,269,539 in the second quarter of 2007, a decline of $258,463, or 17%, compared to the second quarter of 2006, when revenues were $1,528,002. Demand for our products in this segment continues to show weakness. 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 $115,000 decline in gross margin, to $478,000, compared to the second quarter of 2007. For the first six months of 2007, revenues in this segment amounted to $2,491,744, a decline of $796,486, or 24%, compared to the first six months of 2006. For the current year to date, the reduction in production related expenses could not keep pace with the decline in revenues, resulting in a gross margin of approximately $891,000 compared to $1,242,000 last year. Selling and administrative expenses for the second quarter of 2007 were $116,515 lower than during the second quarter of 2006. Legal fees were $23,000 lower in the quarter primarily due to services performed in 2006 related to the Jefferson plant closing. Salaries and wages declined $16,000 during the second quarter due to reduced headcount. Profit sharing expense declined $43,000 as a result of lower profits in the current year after taking the plant closing expenses into consideration. The remaining net decrease relates to various items. On a year to date basis, selling and administrative expenses declined $217,972 compared to the first six months of 2006. The largest components of the year to date decline, for the reasons stated above, are salaries and wages, which declined by $61,000 and profit sharing expense which declined by $54,000. Additionally, legal fees and various other expense items account for the remaining reduction. Second quarter and year to date 2007 results also include $2,722 and $20,796, respectively, for expenses related to the previously disclosed Jefferson, Iowa plant closing. The second quarter of 2006 included the initial charge for the plant closing in the amount of $400,401. Further expenses related to the closing are not expected to be material. Working capital at June 30, 2007 amounted to $15.9 million, an increase of $.7 million from the beginning of the year. Holdings in cash, cash equivalents and certificates of deposit at the end of the second quarter were approximately equal to the beginning of year balance at $5.8 million. Accounts receivable balances have increased by $.7 million this year, due to sales at the end of the second quarter being greater than near the end of the year. The increase in inventory, year to date, is offset by a like increase in accounts payable. Lastly, accrued plant closing expenses have declined by approximately $150,000 since the beginning of the year as obligations related to the Jefferson, Iowa plant closing have been settled. 10 The Company has a $1.0 million line of credit, which expires May 31, 2008. This line of credit remains unused. Management believes that current cash, cash equivalents, operating cash flow and the available line of credit will provide adequate working capital for the foreseeable future. The decline in revenues in the second quarter and year to date reflects the reduced level of production activity in our primary markets. Fastener segment sales in the second quarter trailed the year earlier period, marking the fourth straight quarterly decline, primarily due to the drop in domestic automotive production. While the consolidation of our Jefferson plant activities is yielding positive results, these improvements are masked by the overall decline in sales in 2007. The equipment segment, while not as reliant on the automotive sector for revenues, has been hurt by the overall decline in domestic manufacturing activity. While our challenges remain numerous, we will continue to make adjustments to our activities in response to these difficult market conditions while continuing to produce products with unsurpassed quality and excellent customer service that make us a favored choice in the marketplace. This discussion contains certain "forward-looking statements" which are inherently subject to risks and uncertainties that may cause actual events to differ materially from those discussed herein. Factors which may cause such differences in events include, those disclosed under "Risk Factors" in our Annual Report on Form 10-K and in the other filings we make with the United States Securities and Exchange Commission. These factors, include among other things: conditions in the domestic automotive industry, upon which we rely for sales revenue, the intense competition in our markets, the concentration of our sales to two major customers, the price and availability of raw materials, labor relations issues, losses related to product liability, warranty and recall claims, costs relating to environmental laws and regulations, the loss of the services of our key employees and difficulties in achieving expected cost savings. Many of these factors are beyond our ability to control or predict. Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to publish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 11 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. 12 PART II -- OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The Company's Annual Meeting of Stockholders was held on May 8, 2007. The only proposal voted upon was the election of nine directors for a term ending at the Annual Meeting in 2008. The nine persons nominated by the Company's Board of Directors received the following votes and were elected:
NAME VOTES FOR VOTES WITHHELD ---- --------- -------------- Michael J. Bourg 785,873 139,183 Edward L. Chott 785,572 139,403 Kent H. Cooney 785,423 139,403 Nirendu Dhar 785,759 139,303 William T. Divane, Jr. 787,255 138,568 George P. Lynch 785,291 139,653 John R. Madden 787,309 138,593 John A. Morrissey 787,166 138,588 Walter W. Morrissey 787,160 138,593
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.
13 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: August 13, 2007 /s/ John A. Morrissey ----------------------------------- John A. Morrissey Chairman of the Board of Directors and Chief Executive Officer Date: August 13, 2007 /s/ Michael J. Bourg ----------------------------------- Michael J. Bourg President, Chief Operating Officer and Treasurer (Principal Financial Officer) 14 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 16 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 17 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 18 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 19
15 EX-31.1 2 c17695exv31w1.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: August 13, 2007 /s/ John A. Morrissey --------------------------- John A. Morrissey Chairman 16 EX-31.2 3 c17695exv31w2.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: August 13, 2007 /s/ Michael J. Bourg --------------------------- Michael J. Bourg President/Treasurer 17 EX-32.1 4 c17695exv32w1.txt SECTION 906 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 June 30, 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: August 13, 2007 18 EX-32.2 5 c17695exv32w2.txt SECTION 906 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 June 30, 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: August 13, 2007 19 -----END PRIVACY-ENHANCED MESSAGE-----