CVR 10-Q
Chicago Rivet & Machine Co (CVR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________________
FORM
_________________________________
(Mark One)
For the quarterly period ended
OR
o 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
_________________________________
(Exact Name of Registrant as Specified in Its Charter)
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(Address of Principal Executive Offices) |
(Zip Code) |
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Registrant’s Telephone Number, Including Area Code
_________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
(Trading privileges only, not registered) |
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.
Indicate by check mark whether the registrant has submitted electronically, every interactive data file required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer o |
Accelerated filer o |
Smaller reporting company | |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 5, 2023 there were
CHICAGO RIVET & MACHINE CO.
INDEX
1
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
CHICAGO RIVET & MACHINE CO. | |||
Condensed Consolidated Balance Sheets | |||
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March 31, 2023 (Unaudited) |
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December 31, 2022 |
Assets |
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Current Assets: |
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Cash and cash equivalents |
$ |
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$ |
Certificates of deposit |
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Accounts receivable - Less allowance of $ |
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Inventories, net |
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Prepaid income taxes |
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Other current assets |
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Total current assets |
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Property, Plant and Equipment: |
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Land and improvements |
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Buildings and improvements |
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Production equipment and other |
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Less accumulated depreciation |
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Net property, plant and equipment |
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Total assets |
$ |
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$ |
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Liabilities and Shareholders' Equity |
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Current Liabilities: |
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Accounts payable |
$ |
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$ |
Accrued wages and salaries |
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Other accrued expenses |
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Unearned revenue and customer deposits |
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Total current liabilities |
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Deferred income taxes |
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Total liabilities |
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Commitments and contingencies (Note 3) |
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Shareholders' Equity: |
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Preferred stock, |
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Common stock, $ |
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Additional paid-in capital |
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Retained earnings |
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Treasury stock, 171,964 shares at cost |
( |
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( |
Total shareholders' equity |
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Total liabilities and shareholders' equity |
$ |
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$ |
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See Notes to the Condensed Consolidated Financial Statements |
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2
CHICAGO RIVET & MACHINE CO. | |||
Condensed Consolidated Statements of Operations (Unaudited) | |||
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Three Months Ended March 31, 2023 |
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Three Months Ended March 31, 2022 | |
Net sales |
$ |
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$ |
Cost of goods sold |
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Gross profit |
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Selling and administrative expenses |
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Operating profit (loss) |
( |
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Other income |
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Income (loss) before income taxes |
( |
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Provision (benefit) for income taxes |
( |
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Net Income (loss) |
$ ( |
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$ |
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Per share data: |
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Basic net income (loss) per share |
$ ( |
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$ |
Diluted net income (loss) per share |
$ ( |
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$ |
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Weighted average common shares outstanding: |
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Basic |
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Diluted |
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Cash dividends declared per share |
$ |
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$ |
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See Notes to the Condensed Consolidated Financial Statements |
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3
CHICAGO RIVET & MACHINE CO. | ||||||||
Consolidated Statements of Shareholders’ Equity (Unaudited) | ||||||||
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Common Stock |
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Treasury Stock, At Cost |
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Preferred Stock Amount |
Shares |
Amount |
Additional Paid-In Capital |
Retained Earnings |
Shares |
Amount |
Total Shareholders’ Equity | |
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Balance, December 31, 2022 |
$ |
$ |
$ |
$ |
$ ( |
$ | ||
Net Loss |
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( |
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( |
Dividends Declared ($ |
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( |
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( |
Balance, March 31, 2023 |
$ |
$ |
$ |
$ |
$ ( |
$ | ||
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Balance, December 31, 2021 |
$ |
$ |
$ |
$ |
$ ( |
$ | ||
Net Income |
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Dividends Declared ($ |
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( |
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( |
Balance, March 31, 2022 |
$ |
$ |
$ |
$ |
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$ ( |
$ | |
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See Notes to the Condensed Consolidated Financial Statements. | ||||||||
4
CHICAGO RIVET & MACHINE CO. | |||
Condensed Consolidated Statements of Cash Flows (Unaudited) | |||
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Three Months Ended March 31, 2023 |
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Three Months Ended March 31, 2022 |
Cash flows from operating activities: |
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Net Income (loss) |
$ ( |
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$ |
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Depreciation |
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Deferred income taxes |
( |
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( |
Changes in operating assets and liabilities: |
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Accounts receivable |
( |
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( |
Inventories |
( |
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( |
Other current assets |
( |
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( |
Accounts payable |
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Accrued wages and salaries |
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Other accrued expenses |
( |
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Unearned revenue and customer deposits |
( |
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( |
Net cash used in operating activities |
( |
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( |
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Cash flows from investing activities: |
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Capital expenditures |
( |
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( |
Proceeds from certificates of deposit |
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Net cash provided by (used in) investing activities |
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( | |
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Cash flows from financing activities: |
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Cash dividends paid |
( |
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( |
Net cash used in financing activities |
( |
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( |
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Net decrease in cash and cash equivalents |
( |
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( |
Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
$ |
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$ |
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See Notes to the Condensed Consolidated Financial Statements |
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5
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, 2023 (unaudited) and December 31, 2022 (audited) and the results of operations and changes in cash flows for the indicated periods. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted from these unaudited financial statements in accordance with applicable rules. Please refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the three month period ended March 31, 2023 are not necessarily indicative of the results to be expected for the year.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and in November 2018 issued an amendment, ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. ASU 2016-13 amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 and ASU 2018-19 should be applied on either a prospective transition or modified-retrospective approach depending on the subtopic. ASU 2016-13 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this ASU on January 1, 2023, using the modified retrospective approach. The adoption did not result in the recognition of a cumulative adjustment to beginning retained earnings, nor did it have a material impact on the condensed consolidated financial statements.
2. The Company extends credit on the basis of terms that are customary within our markets to various companies doing business primarily in the automotive industry. The Company has a concentration of credit risk primarily within the automotive industry and in the Midwestern United States. The Company has established an allowance for accounts that may become uncollectible in the future. This estimated allowance is based in part on management's evaluation of the financial condition of the customer and historical experience. The Company monitors its accounts receivable and charges to expense an amount equal to its estimate of potential credit losses. The Company considers a number of factors in determining its estimates, including the length of time its trade accounts receivable are past due, the Company's previous loss history and the customer's current ability to pay its obligation. The Company also considers current economic conditions, the economic outlook and industry-specific factors in its evaluation. Accounts receivable balances are charged off against the allowance when it is determined that the receivable will not be recovered.
3. The Company is, from time to time, involved in litigation, including environmental claims and contract disputes, in the normal course of business. While it is not possible at this time to establish the ultimate amount of liability with respect to contingent liabilities, including those related to legal proceedings, management is of the opinion that the aggregate amount of any such liabilities, for which provision has not been made, will not have a material adverse effect on the Company's financial position.
4. Revenue—The Company operates in the fastener industry and is in the business of manufacturing and selling rivets, cold-formed fasteners and parts, screw machine products, automatic rivet setting machines and parts and tools for such machines. Revenue is recognized when control of the promised goods or services is transferred to our customers, generally upon shipment of goods or completion of services, in an amount that reflects the consideration we expect to receive in exchange for those goods or services. For certain assembly equipment segment transactions, revenue is recognized based on progress toward completion of the performance obligation using a labor-based measure. Labor incurred and specific material costs are compared to milestone payments per sales contract. Based on our experience, this method most accurately reflects the transfer of goods under such contracts. During the first quarter of 2023, the Company did not realize any revenue related to such contracts. As of March 31, 2023, there are no such contracts outstanding.
Sales taxes we may collect concurrent with revenue producing activities are excluded from revenue. Revenue is recognized net of certain sales adjustments to arrive at net sales as reported on the statement of income. These adjustments primarily relate to customer returns and allowances. The Company records a liability and reduction in sales for estimated product returns based upon historical experience. If we determine that our obligation under warranty claims is probable and subject to reasonable determination, an estimate of that liability is recorded as an offset against revenue at that time. As of March 31, 2023 and December 31, 2022 reserves for warranty claims were not material. Cash received by the Company prior to shipment is recorded as unearned revenue.
Shipping and handling fees billed to customers are recognized in net sales, and related costs as cost of sales, when incurred.
Sales commissions are expensed when incurred because the amortization period is less than one year. These costs are recorded within selling and administrative expenses in the statement of income.
6
The following table presents revenue by segment, further disaggregated by end-market:
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Fastener |
Assembly Equipment |
Consolidated |
Three Months Ended March 31, 2023: |
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Automotive |
$ |
$ |
$ |
Non-automotive |
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Total net sales |
$ |
$ |
$ |
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Three Months Ended March 31, 2022: |
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Automotive |
$ |
$ |
$ |
Non-automotive |
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Total net sales |
$ |
$ |
$ |
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The following table presents revenue by segment, further disaggregated by location:
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Fastener |
Assembly Equipment |
Consolidated |
Three Months Ended March 31, 2023: |
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United States |
$ |
$ |
$ |
Foreign |
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Total net sales |
$ |
$ |
$ |
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Three Months Ended March 31, 2022: |
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United States |
$ |
$ |
$ |
Foreign |
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Total net sales |
$ |
$ |
$ |
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7
5. The Company’s effective tax rates were approximately (20.9)% and 21.6% for the first quarter of 2023 and 2022, respectively.
The Company’s federal income tax returns for the 2019 through 2022 tax years are subject to examination by the Internal Revenue Service (“IRS”). While it may be possible that a reduction could occur with respect to the Company’s unrecognized tax benefits as an outcome of an IRS examination, management does not anticipate any adjustments that would result in a material change to the results of operations or financial condition of the Company. No statutes have been extended on any of the Company’s federal income tax filings. The statute of limitations on the Company’s 2019 through 2022 federal income tax returns will expire on September 15, 2023 through 2026, respectively.
The Company’s state income tax returns for the 2019 through 2022 tax years remain subject to examination by various state authorities with the latest closing period on October 31, 2026. The Company is not currently 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:
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March 31, 2023 |
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December 31, 2022 |
Raw material |
$ |
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$ |
Work-in-process |
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Finished goods |
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Inventories, gross |
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Valuation reserves |
( |
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( |
Inventories, net |
$ |
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$ |
8
7. Segment Information—The Company operates in two business segments as determined by its products. The fastener segment includes rivets, cold-formed fasteners and parts and screw machine products. The assembly equipment segment includes automatic rivet setting machines and parts and tools for such machines.
Information by segment is as follows:
Fastener |
Assembly Equipment |
Other |
Consolidated | |
Three Months Ended March 31, 2023: |
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Net sales |
$ |
$ |
$ 8,729,725 | |
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Depreciation |
306,032 | |||
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Segment operating profit (loss) |
( |
(239,186) | ||
Selling and administrative expenses |
( |
(538,537) | ||
Interest income |
40,586 | |||
Loss before income taxes |
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$ (737,137) |
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Capital expenditures |
413,419 | |||
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Segment assets: |
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Accounts receivable, net |
6,173,074 | |||
Inventories, net |
9,998,952 | |||
Property, plant and equipment, net |
11,969,180 | |||
Other assets |
5,551,041 | |||
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$ 33,692,247 |
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Three Months Ended March 31, 2022: |
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Net sales |
$ |
$ |
$ 9,197,696 | |
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Depreciation |
320,424 | |||
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Segment operating profit |
1,067,786 | |||
Selling and administrative expenses |
( |
(499,328) | ||
Interest income |
1,755 | |||
Income before income taxes |
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$ 570,213 |
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Capital expenditures |
120,594 | |||
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Segment assets: |
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Accounts receivable, net |
6,638,411 | |||
Inventories, net |
9,613,240 | |||
Property, plant and equipment, net |
12,274,034 | |||
Other assets |
4,440,615 | |||
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$ 32,966,300 |
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9
CHICAGO RIVET & MACHINE CO.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Results of Operations
Net sales for the first quarter of 2023 were $8,729,725 compared to $9,197,696 in the first quarter of 2022, a decline of $467,971, or 5.1%. Both the fastener segment and the assembly equipment segment incurred lower sales in the current year quarter. The lower sales combined with higher operating costs in the current year resulted in a net loss of $(583,137), or $(0.60) per share, compared to $447,313, or $0.46 per share, in the first quarter of 2022. During the quarter, a regular quarterly dividend of $0.22 per share was paid.
Fastener segment revenues were $7,856,813 in the first quarter of 2023 compared to $8,153,833 in the first quarter of 2022, a decline of $297,020, or 3.6%. The automotive sector is the primary market for our fastener segment products and sales to automotive customers were $5,006,190 in the first quarter this year compared to $4,904,183 in the first quarter of 2022, an increase of $102,007, or 2.1%. However, fastener segment sales to non-automotive customers, including those in the construction and electronics industries, were $2,850,623 in the first quarter of this year compared to $3,249,650 in the first quarter of 2022, a decline of $399,027 or 12.3%. Fastener segment gross margins were $251,624 in the first quarter of 2023 compared to $1,558,909 in the first quarter of 2022, a decline of $1,307,285. In addition to higher costs, we incurred production inefficiencies that resulted in higher labor costs and expediting expenses related to persistent staffing challenges.
Assembly equipment segment revenues were $872,912 in the first quarter of 2023 compared to $1,043,863 in the first quarter of 2022, a decline of $170,951, or 16.4%. Machine sales increased during the quarter but were offset by lower replacement parts and tooling sales compared to the prior year quarter. The decline in sales contributed to a $71,434 decline in segment gross margin, from $297,313 in 2022 to $225,879 in 2023.
Selling and administrative expenses during the first quarter of 2023 were $1,257,695 compared to $1,295,664 recorded in the first quarter of 2022, a decrease of $37,969, or 2.9%. While we had reduced profit sharing, commissions and director fees in the current year, these reductions were partially offset by higher outside consulting and rental expenses. Selling and administrative expenses were 14.4% of net sales in the first quarter of 2023 compared to 14.1% in the first quarter of 2022.
Other Income
Other income in the first quarter of 2023 was $43,055 compared to $9,755 in the first quarter of 2022. Other income is primarily comprised of interest income which increased during the current year due to higher interest rates and greater invested balances.
Income Tax Expense
The Company’s effective tax rates were approximately (20.9)% and 21.6% for the first quarter of 2023 and 2022, respectively.
Liquidity and Capital Resources
Working capital was $19,127,016 as of March 31, 2023 compared to $20,073,089 at the beginning of the year, a decline of $946,073. During the quarter, accounts receivable increased by $1,197,937, due to the greater sales activity during the quarter compared to the fourth quarter of 2022, and inventory increased by $877,722, primarily due to higher costs and some production bottlenecks that resulted in delayed shipments. Partially offsetting these changes was an increase in accounts payable of $924,168 related to the greater level of operating activity during the first quarter. Other items reducing working capital in the first quarter were capital expenditures of $413,419, which consisted primarily of equipment used in fastener production activities, and dividends paid of $212,549. The net result of these changes and other cash flow activity was to leave cash, cash equivalents and certificates of deposit at $4,458,723 as of March 31, 2023 compared to $6,736,101 as of the beginning of the year. Management believes that current cash, cash equivalents and operating cash flow will provide adequate working capital for the next twelve months.
Results of Operations Summary
Results in the first quarter were negatively impacted by numerous factors. Demand from our automotive customers was relatively steady, as that sector continues to recover from the pandemic, but we experienced continued softening in demand from non-automotive customers amid an uncertain economic future. The tight labor market has made maintaining an optimal workforce difficult and inflation remains historically high. These conditions are expected to persist in the near-term. We are reviewing and seeking to adjust our pricing in light of higher operating costs related to the current economic and labor market environment and have made investments in equipment to improve operating efficiency. We will also continue to adjust our activities based on changing market conditions, while pursuing opportunities to develop new customer relationships and build on existing ones in all the markets we serve.
Forward-Looking Statements
This discussion contains certain "forward-looking statements" which are inherently subject to risks and uncertainties that may cause actual events to differ materially from those discussed herein. Factors which may cause such differences in events include, those disclosed under "Risk Factors" in our Annual Report on Form 10-K and in the other filings we make with the United States Securities and Exchange Commission. These factors, include among other things: risk related to the COVID-19 pandemic and its related adverse effects, conditions in the domestic automotive industry, upon which we rely for sales revenue, the intense competition in our markets, the concentration of our sales with major customers, risks related to export sales, the price and availability of raw materials, supply chain disruptions, labor relations issues, losses related to product liability, warranty and recall claims, costs relating to environmental laws and regulations, information systems disruptions, 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 principal executive and 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 and principal financial officer has 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
Exhibit |
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31 |
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32 |
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101.INS |
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data |
101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104 |
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
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 8, 2023
/s/ Michael J. Bourg
Michael J. Bourg
President, Chief Operating Officer and Treasurer
(Principal Executive Officer and Principal Financial Officer)
13