-----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, FpzrqLGP6KfmAsJRsXOlyIfynnMLlJAL5UggtiSGkjKTc/nRvS5IljaUaoT7BvzP PkPldpIxU1d4kBtkkG9g+A== 0000950137-08-007164.txt : 20080509 0000950137-08-007164.hdr.sgml : 20080509 20080509163603 ACCESSION NUMBER: 0000950137-08-007164 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 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: 08818914 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 c26511e10vq.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, 2008 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, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if smaller reporting company) 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, 2008, 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 March 31, 2008 and December 31, 2007 2-3 Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2008 and 2007 4 Condensed Consolidated Statements of Retained Earnings for the Three Months Ended March 31, 2008 and 2007 5 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007 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, 2008 and December 31, 2007
March 31, December 31, 2008 2007 ----------- ------------ (Unaudited) Assets Current Assets: Cash and cash equivalents $ 1,654,379 $ 665,072 Certificates of deposit 5,680,000 6,880,000 Accounts receivable, net of allowance of $104,000 and $95,000, respectively 5,362,814 5,329,413 Inventories 5,484,929 4,975,833 Deferred income taxes 462,191 451,191 Prepaid income taxes 10,481 211,025 Other current assets 283,283 287,542 ----------- ----------- Total current assets 18,938,077 18,800,076 ----------- ----------- Property, Plant and Equipment: Land and improvements 1,029,035 1,029,035 Buildings and improvements 6,391,952 6,385,831 Production equipment, leased machines and other 28,249,265 28,124,007 ----------- ----------- 35,670,252 35,538,873 Less accumulated depreciation 26,698,549 26,431,936 ----------- ----------- Net property, plant and equipment 8,971,703 9,106,937 ----------- ----------- Total assets $27,909,780 $27,907,013 =========== ===========
See Notes to the Condensed Consolidated Financial Statements 2 CHICAGO RIVET & MACHINE CO. Condensed Consolidated Balance Sheets March 31, 2008 and December 31, 2007
March 31, December 31, 2008 2007 ----------- ------------ (Unaudited) Liabilities and Shareholders' Equity Current Liabilities: Accounts payable $ 1,651,863 $ 1,147,014 Accrued wages and salaries 782,258 679,233 Accrued profit sharing plan contribution 15,000 201,000 Other accrued expenses 223,919 319,866 ----------- ----------- Total current liabilities 2,673,040 2,347,113 Deferred income taxes 953,275 985,275 ----------- ----------- Total liabilities 3,626,315 3,332,388 ----------- ----------- 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 26,620,333 26,911,493 Treasury stock, 171,964 shares at cost (3,922,098) (3,922,098) ----------- ----------- Total shareholders' equity 24,283,465 24,574,625 ----------- ----------- Total liabilities and shareholders' equity $27,909,780 $27,907,013 =========== ===========
See Notes to the Condensed Consolidated Financial Statements 3 CHICAGO RIVET & MACHINE CO. Condensed Consolidated Statements of Income For the Three Months Ended March 31, 2008 and 2007 (Unaudited)
2008 2007 ---------- ---------- Net sales $8,391,778 $9,924,333 Lease revenue 22,548 23,243 ---------- ---------- 8,414,326 9,947,576 Cost of goods sold and costs related to lease revenue 7,102,362 8,053,389 ---------- ---------- Gross profit 1,311,964 1,894,187 Selling and administrative expenses 1,347,823 1,464,472 Plant closing expenses -- 18,074 ---------- ---------- Operating profit (loss) (35,859) 411,641 Other income and expenses: Interest income 75,922 74,431 Other income 3,600 1,200 ---------- ---------- Income before income taxes 43,663 487,272 Provision for income taxes 16,000 177,000 ---------- ---------- Net Income $ 27,663 $ 310,272 ========== ========== Average common shares outstanding 966,132 966,132 ========== ========== Per share data: Net income per share $ 0.03 $ 0.32 ========== ========== Cash dividends declared per share $ 0.33 $ 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, 2008 and 2007 (Unaudited)
2008 2007 ----------- ----------- Retained earnings at beginning of period $26,911,493 $26,340,036 Net income for the three months ended 27,663 310,272 Cash dividends declared in the period; $.33 per share in 2008 and $.18 per share in 2007 (318,823) (173,903) ----------- ----------- Retained earnings at end of period $26,620,333 $26,476,405 =========== ===========
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, 2008 and 2007 (Unaudited)
2008 2007 ----------- ----------- Cash flows from operating activities: Net income $ 27,663 $ 310,272 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 266,613 280,583 Net gain on the sale of equipment -- (8,020) Deferred income taxes (43,000) (29,000) Changes in operating assets and liabilities: Accounts receivable, net (33,401) (341,937) Inventories (509,096) (451,183) Other current assets 204,803 119,423 Accounts payable 343,290 342,739 Accrued wages and salaries 103,025 167,722 Accrued profit sharing contribution (186,000) (170,756) Other accrued expenses (95,947) 20,566 ----------- ----------- Net cash provided by operating activities 77,950 240,409 ----------- ----------- Cash flows from investing activities: Capital expenditures (114,740) (3,047) Proceeds from the sale of equipment -- 8,020 Proceeds from certificates of deposit 4,600,000 5,255,000 Purchases of certificates of deposit (3,400,000) (5,230,000) ----------- ----------- Net cash provided by investing activities 1,085,260 29,973 ----------- ----------- Cash flows from financing activities: Cash dividends paid (173,903) (173,903) ----------- ----------- Net cash used in financing activities (173,903) (173,903) ----------- ----------- Net increase in cash and cash equivalents 989,307 96,479 Cash and cash equivalents at beginning of period 665,072 367,581 ----------- ----------- Cash and cash equivalents at end of period $ 1,654,379 $ 464,060 =========== =========== Supplemental schedule of non-cash investing activities: $ 16,639 $ 156,571 Capital expenditures in accounts payable
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 March 31, 2008 (unaudited) and December 31, 2007 (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. Certain items in 2007 have been reclassified to conform to the presentation in 2008. These changes have no effect on the results of operations or the financial position of the Company. 2. The results of operations for the three month period ended March 31, 2008 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's federal income tax returns for the 2005, 2006 and 2007 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, 2006 and 2007 federal income tax returns will expire on September 15, 2009, 2010 and 2011, respectively. The Company's state income tax returns for the 2005 through 2007 tax years remain subject to examination by various state authorities with the latest closing period on October 31, 2011. 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. Inventories are stated at the lower of cost or net realizable value, cost being determined by the first-in, first-out method. A summary of inventories is as follows:
March 31, 2008 December 31, 2007 -------------- ----------------- Raw Material $1,541,610 $1,275,595 Work-in-process 1,920,966 1,597,483 Finished goods 2,512,353 2,577,755 ---------- ---------- 5,974,929 5,450,833 Valuation reserves (490,000) (475,000) ---------- ---------- $5,484,929 $4,975,833 ========== ==========
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, 2008: Net sales and lease revenue $7,326,127 $1,088,199 $ 8,414,326 Depreciation 226,650 18,522 21,441 266,613 Segment profit 326,878 202,105 528,983 Selling and administrative expenses (561,242) (561,242) Interest income 75,922 75,922 ----------- Income before income taxes 43,663 ----------- Capital expenditures 131,379 131,379 Segment assets: Accounts receivable, net 4,942,192 420,622 5,362,814 Inventories 4,017,096 1,467,833 5,484,929 Property, plant and equipment, net 7,037,168 1,107,778 826,757 8,971,703 Other assets 8,090,334 8,090,334 ----------- 27,909,780 ----------- 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 751,453 235,097 986,550 Selling and administrative expenses (555,635) (555,635) Plant closing expenses (18,074) (18,074) Interest income 74,431 74,431 ----------- Income before income taxes 487,272 ----------- 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 -----------
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 2008 were $8,414,326, a decline of $1,533,250, or 15%, compared to the first quarter of last year. Reduced demand in the domestic automotive market, and a decline in domestic economic activity impacting virtually all the markets we serve, resulted in lower fastener segment and assembly equipment segment sales. Although we reduced expenses wherever possible during the quarter, cost reductions were not sufficient to offset the effects of the decline in sales. The net result was net income of $27,663, or $0.03 per share, in the first quarter of 2008 compared to net income of $310,272, or $0.32 per share, in 2007. In the first quarter, fastener segment revenues declined $1,399,244, or 16%, from $8,725,371 in 2007 to $7,326,127 in 2008. The decline was primarily due to a reduction in domestic automotive production and a slowdown in the U.S. economy. Overall, manufacturing costs declined during the quarter due to the lower level of production activity. Additionally, the closing of the Jefferson, Iowa plant in 2007 resulted in approximately $56,000 in overhead cost reductions during the first quarter of 2008. The only significant increase during the quarter was tooling expense, which increased $76,000 as certain design work was performed in an attempt to improve production efficiency. The net result of these factors was a $521,000 reduction in fastener segment gross margin. Demand within the assembly equipment segment continues to be weak as evidenced by the 11% decline in sales, from $1,222,205 to $1,088,199, in the first quarter of 2008. 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 $61,000 decline in gross margin compared to the first quarter of 2007. Selling and administrative expenses during the first quarter of 2008 were $117,000 lower than the first quarter of 2007. Payroll and payroll related expenses account for approximately $43,000 of the decline, as a result of headcount reductions since the first quarter of last year. Commissions have declined $39,000 due to the lower sales activity in the current year quarter, while profit sharing expense has declined $40,000 due to the lower level of profitability. First quarter 2007 results included $18,074 for expenses related to the previously disclosed Jefferson, Iowa plant closing. These expenses related to preparing the building for sale and the transfer of assets to our Tyrone, Pennsylvania location. Working capital declined by $.2 million from the beginning of the year and amounted to $16.3 million at the end of the first quarter. While inventories and accounts payable have both increased $.5 million since the beginning of the year, their balances are down approximately $.4 million and $.3 million, respectively, compared to March 31, 2007. The decline since the beginning of the year in accrued profit sharing of $.2 million reflects the contribution for 2007 made to the Company plan during the first quarter. This amount is offset by a reduction in prepaid income taxes since the beginning of the year. The net result of these changes and other cash flow items on cash and certificates of deposit was a decrease of $.2 million, to $7.3 million, as of March 31, 2008. 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 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 2008 is primarily due to the impact of the weakening economy on our primary markets. Fastener segment sales have already been impacted in recent quarters by reduced production in the domestic automotive market as manufacturers adjusted their activities for reduced demand. With the slowdown in the domestic economy, we have seen a reduction in demand from other markets we serve. The assembly equipment segment has been weak for some time now, and reflects the continuing decline in manufacturing activity overall in the United States. We have adjusted our work schedules in response to reduced customer demand and will continue to emphasize cost controls wherever possible. In the near-term, we do not anticipate any significant improvements in the markets in which we are active, but 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 9 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 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. 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 (the Company's principal executive officer) and President, Chief Operating Officer and Treasurer (the Company's principal financial officer), has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in 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 principal executive officer and principal 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 4. 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 9, 2008 /s/ John A. Morrissey ---------------------------------------- John A. Morrissey Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) Date: May 9, 2008 /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 c26511exv31w1.txt 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) 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 d) 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 9, 2008 /s/ John A. Morrissey ---------------------------------------- John A. Morrissey Chief Executive Officer (Principal Executive Officer) 15 EX-31.2 3 c26511exv31w2.txt 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) 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 d) 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 9, 2008 /s/ Michael J. Bourg ---------------------------------------- Michael J. Bourg President, Chief Operating Officer and Treasurer (Principal Financial Officer) 16 EX-32.1 4 c26511exv32w1.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 March 31, 2008 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 (Principal Executive Officer) Date: May 9, 2008 17 EX-32.2 5 c26511exv32w2.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 March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael J. Bourg, as President, Chief Operating Officer and Treasurer 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: President, Chief Operating Officer and Treasurer (Principal Financial Officer) Date: May 9, 2008 18 -----END PRIVACY-ENHANCED MESSAGE-----