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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________________________

 

FORM 10-Q

_________________________________

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2024

 

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 000-01227

_________________________________

 

Chicago Rivet & Machine Co.

(Exact Name of Registrant as Specified in Its Charter)

 

Illinois

36-0904920

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification Number)

 

901 Frontenac Road, Naperville, Illinois

60563

(Address of Principal Executive Offices)

(Zip Code)

 

(630) 357-8500

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

Common Stock, par value $1.00 per share

CVR

NYSE American  (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. Yes No

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). Yes No

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

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

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 No

As of November 12, 2024 there were 966,132 shares of the registrant’s common stock outstanding.

 


CHICAGO RIVET & MACHINE CO.

 

INDEX

 

PART I.

FINANCIAL INFORMATION (Unaudited)

Page

 

 

 

Item 1.

Financial Statements

3

 

Condensed Consolidated Balance Sheets at
September 30, 2024 and December 31, 2023

3

 

Condensed Consolidated Statements of Operations for the
Three and Nine Months Ended September 30, 2024 and 2023

4

 

Condensed Consolidated Statements of Shareholders’ Equity for the
Three and Nine Months Ended September 30, 2024 and 2023

5

 

Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended September 30, 2024 and 2023

6

 

Notes to the Condensed Consolidated Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

13

Item 4.

Controls and Procedures

16

PART II.

OTHER INFORMATION

17

Item 6.

Exhibits

17

 

2

 


PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

CHICAGO RIVET & MACHINE CO.

Condensed Consolidated Balance Sheets

 

 

 

September 30, 2024
(Unaudited)

 

 

December 31, 2023

 

Assets

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,665,325

 

 

$

1,387,075

 

Short-term investments

 

 

496,592

 

 

 

1,771,120

 

Accounts receivable - less allowances of $160,000

 

 

4,606,800

 

 

 

4,275,882

 

Contract assets

 

 

 

 

 

118,301

 

Inventories, net

 

 

7,404,782

 

 

 

7,327,653

 

Assets held for sale

 

 

348,400

 

 

 

 

Income taxes receivable

 

 

75,344

 

 

 

580,287

 

Other current assets

 

 

797,618

 

 

 

380,562

 

Total current assets

 

 

15,394,861

 

 

 

15,840,880

 

Property, Plant and Equipment:

 

 

 

 

 

 

Land and improvements

 

 

1,401,402

 

 

 

1,510,513

 

Buildings and improvements

 

 

6,095,394

 

 

 

6,835,619

 

Production equipment and other

 

 

36,677,607

 

 

 

37,952,902

 

 

 

44,174,403

 

 

 

46,299,034

 

Less accumulated depreciation

 

 

33,177,749

 

 

 

34,633,952

 

Net property, plant and equipment

 

 

10,996,654

 

 

 

11,665,082

 

Deferred income taxes, net

 

 

 

 

 

324,943

 

Total assets

 

$

26,391,515

 

 

$

27,830,905

 

Liabilities and Shareholders' Equity

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Accounts payable

 

$

1,260,311

 

 

$

788,974

 

Accrued wages and salaries

 

 

622,738

 

 

 

514,900

 

Other accrued expenses

 

 

300,973

 

 

 

129,963

 

Unearned revenue and customer deposits

 

 

372,132

 

 

 

430,179

 

Total current liabilities

 

 

2,556,154

 

 

 

1,864,016

 

Deferred income taxes, net

 

 

160,796

 

 

 

 

Total liabilities

 

 

2,716,950

 

 

 

1,864,016

 

Commitments and contingencies (Note 3)

 

 

 

 

 

 

Shareholders' Equity:

 

 

 

 

 

 

Preferred stock, no par value, 500,000 shares authorized: none outstanding

 

 

 

 

 

 

Common stock, $1.00 par value, 4,000,000 shares authorized, 1,138,096 shares issued; 966,132 shares outstanding

 

 

1,138,096

 

 

 

1,138,096

 

Additional paid-in capital

 

 

447,134

 

 

 

447,134

 

Retained earnings

 

 

26,011,433

 

 

 

28,303,757

 

Treasury stock, 171,964 shares at cost

 

 

(3,922,098

)

 

 

(3,922,098

)

Total shareholders' equity

 

 

23,674,565

 

 

 

25,966,889

 

Total liabilities and shareholders' equity

 

$

26,391,515

 

 

$

27,830,905

 

 

See Notes to the Condensed Consolidated Financial Statements

3

 


CHICAGO RIVET & MACHINE CO.

Condensed Consolidated Statements of Operations (Unaudited)

 

 

Three Months Ended September 30, 2024

 

 

Three Months Ended September 30, 2023

 

 

Nine Months Ended September 30, 2024

 

 

Nine Months Ended September 30, 2023

 

Net sales

 

$

6,969,921

 

 

$

7,946,172

 

 

$

22,882,579

 

 

$

24,726,828

 

Cost of goods sold

 

 

6,274,934

 

 

 

7,905,019

 

 

 

20,027,584

 

 

 

24,537,208

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

694,987

 

 

 

41,153

 

 

 

2,854,995

 

 

 

189,620

 

Selling and administrative expenses

 

 

1,518,558

 

 

 

1,273,175

 

 

 

4,474,310

 

 

 

3,890,335

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

 

(823,571

)

 

 

(1,232,022

)

 

 

(1,619,315

)

 

 

(3,700,715

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

28,146

 

 

 

16,980

 

 

 

102,570

 

 

 

83,030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(795,425

)

 

 

(1,215,042

)

 

 

(1,516,745

)

 

 

(3,617,685

)

Provision (benefit) for income taxes

 

 

651,196

 

 

 

(251,000

)

 

 

485,739

 

 

 

(759,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(1,446,621

)

 

$

(964,042

)

 

$

(2,002,484

)

 

$

(2,858,685

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

 

 

 

 

 

 

 

Basic net loss per share

 

$

(1.50

)

 

$

(1.00

)

 

$

(2.07

)

 

$

(2.96

)

Diluted net loss per share

 

$

(1.50

)

 

$

(1.00

)

 

$

(2.07

)

 

$

(2.96

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

966,132

 

 

 

966,132

 

 

 

966,132

 

 

 

966,132

 

Diluted

 

 

966,132

 

 

 

966,132

 

 

 

966,132

 

 

 

966,132

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share

 

$

0.10

 

 

$

0.10

 

 

$

0.30

 

 

$

0.54

 

 

See Notes to the Condensed Consolidated Financial Statements

4

 


CHICAGO RIVET & MACHINE CO.

Consolidated Statements of Shareholders’ Equity (Unaudited)

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

Treasury Stock, At Cost

 

 

 

 

 

Preferred
Stock
Amount

 

 

Shares

 

 

Amount

 

 

Additional
Paid-In
Capital

 

 

Retained
Earnings

 

 

Shares

 

 

Amount

 

 

Total
Shareholders’
Equity

 

Balance, December 31, 2023

 

$

0

 

 

 

966,132

 

 

$

1,138,096

 

 

$

447,134

 

 

$

28,303,757

 

 

 

171,964

 

 

$

(3,922,098

)

 

$

25,966,889

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(698,004

)

 

 

 

 

 

 

 

 

(698,004

)

Dividends Declared ($0.10 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(96,613

)

 

 

 

 

 

 

 

 

(96,613

)

Balance, March 31, 2024

 

$

0

 

 

 

966,132

 

 

$

1,138,096

 

 

$

447,134

 

 

$

27,509,140

 

 

 

171,964

 

 

$

(3,922,098

)

 

$

25,172,272

 

Net Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

142,141

 

 

 

 

 

 

 

 

 

142,141

 

Dividends Declared ($0.10 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(96,613

)

 

 

 

 

 

 

 

 

(96,613

)

Balance, June 30, 2024

 

$

0

 

 

 

966,132

 

 

$

1,138,096

 

 

$

447,134

 

 

$

27,554,668

 

 

 

171,964

 

 

$

(3,922,098

)

 

$

25,217,800

 

Net Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,446,621

)

 

 

 

 

 

 

 

 

(1,446,621

)

Dividends Declared ($0.10 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(96,613

)

 

 

 

 

 

 

 

 

(96,613

)

Balance, September 30, 2024

 

$

0

 

 

 

966,132

 

 

$

1,138,096

 

 

$

447,134

 

 

$

26,011,433

 

 

 

171,964

 

 

$

(3,922,098

)

 

$

23,674,565

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2022

 

$

0

 

 

 

966,132

 

 

$

1,138,096

 

 

$

447,134

 

 

$

33,323,666

 

 

 

171,964

 

 

$

(3,922,098

)

 

$

30,986,798

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(583,137

)

 

 

 

 

 

 

 

 

(583,137

)

Dividends Declared ($0.22 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(212,549

)

 

 

 

 

 

 

 

 

(212,549

)

Balance, March 31, 2023

 

$

0

 

 

 

966,132

 

 

$

1,138,096

 

 

$

447,134

 

 

$

32,527,980

 

 

 

171,964

 

 

$

(3,922,098

)

 

$

30,191,112

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,311,506

)

 

 

 

 

 

 

 

 

(1,311,506

)

Dividends Declared ($0.22 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(212,549

)

 

 

 

 

 

 

 

 

(212,549

)

Balance, June 30, 2023

 

$

0

 

 

 

966,132

 

 

$

1,138,096

 

 

$

447,134

 

 

$

31,003,925

 

 

 

171,964

 

 

$

(3,922,098

)

 

$

28,667,057

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(964,042

)

 

 

 

 

 

 

 

 

(964,042

)

Dividends Declared ($0.10 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(96,613

)

 

 

 

 

 

 

 

 

(96,613

)

Balance, September 30, 2023

 

$

0

 

 

 

966,132

 

 

$

1,138,096

 

 

$

447,134

 

 

$

29,943,270

 

 

 

171,964

 

 

$

(3,922,098

)

 

$

27,606,402

 

 

See Notes to the Condensed Consolidated Financial Statements.

5

 


CHICAGO RIVET & MACHINE CO.

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

 

Nine Months Ended September 30, 2024

 

 

Nine Months Ended September 30, 2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(2,002,484

)

 

$

(2,858,685

)

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

 

 

 

 

 

 

Depreciation

 

 

969,958

 

 

 

920,430

 

Gain on disposal of equipment

 

 

(36,886

)

 

 

(31,500

)

Deferred income taxes

 

 

485,739

 

 

 

(703,599

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(330,918

)

 

 

(831,171

)

Contract assets

 

 

118,301

 

 

 

 

Inventories

 

 

(77,129

)

 

 

326,034

 

Other current assets

 

 

87,886

 

 

 

(97,553

)

Accounts payable

 

 

471,337

 

 

 

310,567

 

Accrued wages and salaries

 

 

107,838

 

 

 

316,609

 

Other accrued expenses

 

 

171,010

 

 

 

(180,486

)

Unearned revenue and customer deposits

 

 

(58,047

)

 

 

96,308

 

Net cash (used in) provided by operating activities

 

 

(93,395

)

 

 

(2,733,046

)

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Capital expenditures

 

 

(709,396

)

 

 

(949,862

)

Proceeds from the sale of equipment

 

 

96,350

 

 

 

31,500

 

Proceeds from short-term investments

 

 

3,000,815

 

 

 

2,591,000

 

Purchases of short-term investments

 

 

(1,726,284

)

 

 

(100,000

)

Net cash provided by investing activities

 

 

661,485

 

 

 

1,572,638

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Cash dividends paid

 

 

(289,840

)

 

 

(521,711

)

Net cash used in financing activities

 

 

(289,840

)

 

 

(521,711

)

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

278,250

 

 

 

(1,682,119

)

Cash and cash equivalents at beginning of period

 

 

1,387,075

 

 

 

4,045,101

 

Cash and cash equivalents at end of period

 

$

1,665,325

 

 

$

2,362,982

 

 

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 September 30, 2024 (unaudited) and December 31, 2023 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, 2023.

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 nine month period ended September 30, 2024 are not necessarily indicative of the results to be expected for the year.

The Company classifies assets as held-for-sale if all held-for-sale criteria are met pursuant to ASC 360-10, Property, Plant and Equipment. Criteria include management commitment to sell the disposal group in its present condition and the sale being deemed probable of being completed within one year. Assets classified as held for sale are not depreciated and are measured at the lower of their carrying amount or fair value less cost to sell. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held-for-sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the initial carrying value of the disposal group.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose its significant segment expense categories and amounts for each reportable segment. The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. This new accounting standard will result in expanded disclosures but it is not expected to have a material impact on the Company's financial position, results of operation or cash flows.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures providing investors with information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The new guidance is effective for annual periods beginning after December 15, 2024. The Company is evaluating the impact that it will have on our consolidated financial statements and disclosures.

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 primarily on management's evaluation of the financial condition of the customer and historical experience. The Company monitors its accounts receivable and charges to expense an amount equal to its estimate of potential credit losses. The Company considers a number of factors in determining its estimates, including the length of time its trade accounts receivable are past due, the Company's previous loss history and the customer's current ability to pay its obligation. 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, liquidity, results of operations or cash flows.

The Company recognizes a provision if it is probable that an outflow of cash or other economic resources that can be reliably measured will be required to settle the provision. In determining the likelihood and timing of potential cash outflows, management needs to make estimates, the assessment of which is based in part on internal and external financial and legal guidance and other related factors. For contingencies, the Company is required to exercise significant

7

 


judgement to determine whether the risk of loss is possible but not probable. Contingencies involve inherent uncertainties including, but not limited to, negotiations between affected parties, among other factors, and the amount of actual loss may be significantly more or less that what was provided for with respect to such contingencies.

As previously disclosed, the Company was recently notified by one of its customers that certain fasteners manufactured by the Company’s wholly-owned subsidiary, H&L Tool Company Inc., may not conform to customer specifications. These fasteners become part of an assembly that is ultimately used in the braking system of certain vehicles. Based on information provided to the Company and discussions with the customer as well as the Company’s internal review, we understand that it was necessary for the customer to identify and sort the non-conforming parts in its inventory and take certain other related actions as a result of the alleged non-conforming parts. The customer has also indicated that its end customer has incurred costs relating to the alleged defective part, including costs to repair certain of the vehicles that included these non-conforming fasteners. Based on discussions with our customer as to the scope of the actions taken by the customer to date and the Company’s own internal analysis to date, we determined an estimate of $243,000 as a contingent liability within other accrued expenses in our financial statements during the three months ended March 31, 2024, in anticipation of potential reimbursement of certain expenses that the customer may have incurred as a result of the non-conforming parts. Our discussions with the customer and our internal review process are ongoing, and the ultimate amount of such liability, if any, may be more or less than the amount reflected in our financial statements.

The Company may also incur additional potentially significant costs related to this issue, which could materially and adversely affect our results of operations and financial condition. At this time, the Company cannot quantify potential additional financial liability, if any, due to the ultimate costs that may or may not be incurred by the parties involved in this matter, and the allocation of those costs among the parties involved. It is not possible at this time to establish the ultimate amount of any such contingent liabilities, including those related to any legal proceedings that may result related to this matter. Accordingly, no additional amount has been accrued in our financial statements at September 30, 2024.

4. Revenue—The Company operates in the fastener industry and is in the business of producing and selling rivets, cold-formed fasteners and parts, screw machine products, automatic rivet setting machines and parts and tools for such machines. 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 third quarter of 2024, the Company realized no revenue related to such contract and has a remaining performance obligation of $372,132 which is expected to be recognized in the fourth quarter of 2024.

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 operations. These adjustments primarily relate to customer returns and allowances, which vary over time. The Company records a liability and reduction in sales for estimated product returns based upon historical experience. If we determine that our obligation under warranty claims is probable and subject to reasonable determination, an estimate of that liability is recorded as an offset against revenue at that time. As of September 30, 2024 and December 31, 2023 reserves for warranty claims were not material. Cash received by the Company prior to transfer of control 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 operations.

8

 


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

 

 

Fastener

 

 

Assembly
Equipment

 

 

Consolidated

 

Three Months Ended September 30, 2024:

 

 

 

 

 

 

 

 

 

Automotive

 

$

3,578,390

 

 

$

14,386

 

 

$

3,592,776

 

Non-automotive

 

 

2,348,926

 

 

 

1,028,219

 

 

 

3,377,145

 

Total net sales

 

$

5,927,316

 

 

$

1,042,605

 

 

$

6,969,921

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2023:

 

 

 

 

 

 

 

 

 

Automotive

 

$

5,184,547

 

 

$

12,363

 

 

$

5,196,910

 

Non-automotive

 

 

1,792,894

 

 

 

956,368

 

 

 

2,749,262

 

Total net sales

 

$

6,977,441

 

 

$

968,731

 

 

$

7,946,172

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2024:

 

 

 

 

 

 

 

 

 

Automotive

 

 

13,050,096

 

 

$

171,094

 

 

$

13,221,190

 

Non-automotive

 

 

6,510,624

 

 

 

3,150,765

 

 

 

9,661,389

 

Total net sales

 

$

19,560,720

 

 

$

3,321,859

 

 

$

22,882,579

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2023:

 

 

 

 

 

 

 

 

 

Automotive

 

$

15,150,117

 

 

$

95,464

 

 

$

15,245,581

 

Non-automotive

 

 

7,045,250

 

 

 

2,435,997

 

 

 

9,481,247

 

Total net sales

 

$

22,195,367

 

 

$

2,531,461

 

 

$

24,726,828

 

 

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

 

 

Fastener

 

 

Assembly
Equipment

 

 

Consolidated

 

Three Months Ended September 30, 2024:

 

 

 

 

 

 

 

 

 

United States

 

$

4,657,979

 

 

$

659,306

 

 

$

5,317,285

 

Foreign

 

 

1,269,337

 

 

 

383,299

 

 

 

1,652,636

 

Total net sales

 

$

5,927,316

 

 

$

1,042,605

 

 

$

6,969,921

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2023:

 

 

 

 

 

 

 

 

 

United States

 

$

5,398,688

 

 

$

961,618

 

 

$

6,360,306

 

Foreign

 

 

1,578,753

 

 

 

7,113

 

 

 

1,585,866

 

Total net sales

 

$

6,977,441

 

 

$

968,731

 

 

$

7,946,172

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2024

 

 

 

 

 

 

 

 

 

United States

 

$

15,694,640

 

 

$

2,871,084

 

 

$

18,565,724

 

Foreign

 

 

3,866,080

 

 

 

450,775

 

 

 

4,316,855

 

Total net sales

 

$

19,560,720

 

 

$

3,321,859

 

 

$

22,882,579

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2023

 

 

 

 

 

 

 

 

 

United States

 

$

17,927,910

 

 

$

2,402,734

 

 

$

20,248,872

 

Foreign

 

 

4,267,457

 

 

 

128,727

 

 

 

4,477,956

 

Total net sales

 

$

22,195,367

 

 

$

2,531,461

 

 

$

24,726,828

 

 

9

 


5. The Company’s effective tax rates were approximately (81.9)% and 20.7% for the third quarter of 2024 and 2023, respectively, and (32.0)% and 21.0% for the nine months ended September 30, 2024 and 2023, respectively.

The Company’s federal income tax returns for the 2020 through 2023 tax years are subject to examination by the Internal Revenue Service (“IRS”). Management does not anticipate any adjustments that would result in a material change to the results of operations or financial condition of the Company as a result of any unrecognized tax benefits. No statutes of limitation have been extended on any of the Company’s federal income tax filings. The statute of limitations on the Company’s 2020 through 2023 federal income tax returns were set to expire on September 15, 2024 through 2027, respectively.

The Company’s state income tax returns for the 2020 through 2023 tax years remain subject to examination by various state authorities with the latest closing period on October 31, 2027. The Company is not currently under examination by any state authority for income tax purposes and no statutes of limitation for state income tax filings have been extended.

Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. Significant judgments and estimates are required in the determination of the consolidated income tax expense. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results and incorporate assumptions about the amount of future state and federal pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require the use of significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses.

A valuation allowance is established when necessary to reduce deferred income tax assets to the amounts expected to be realized. Based upon the analysis performed as of September 30, 2024, management believes that it is more likely than not that the benefit from net operating loss ("NOL") carryforwards and other deferred tax assets will not be realized. Accordingly, management concluded to record a valuation allowance of $961,755 on the deferred tax assets and recognized $651,196 in deferred tax expense in the three months ended September 30, 2024. As of December 31, 2023, we have federal income tax NOL carryforwards of $5,711,828 and state NOL carryforwards of $2,997,091.

 

 

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 at the dates indicated is as follows:

 

 

September 30, 2024

 

 

December 31, 2023

 

Raw material

 

$

2,956,245

 

 

$

2,878,869

 

Work-in-process

 

 

2,027,415

 

 

 

2,374,795

 

Finished goods

 

 

2,961,122

 

 

 

2,614,989

 

Inventories, gross

 

 

7,944,782

 

 

 

7,868,653

 

Valuation reserves

 

 

(540,000

)

 

 

(541,000

)

Inventories, net

 

$

7,404,782

 

 

$

7,327,653

 

 

10

 


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 for the periods presented is as follows:

 

 

Fastener

 

 

Assembly Equipment

 

 

Unallocated Corporate

 

 

Consolidated

 

Three Months Ended September 30, 2024:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

5,927,316

 

 

$

1,042,605

 

 

 

-

 

 

$

6,969,921

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

305,612

 

 

 

18,384

 

 

 

540

 

 

 

324,536

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating profit

 

 

95,902

 

 

 

(111,368

)

 

 

-

 

 

 

(15,466

)

Selling and administrative expenses

 

 

-

 

 

 

-

 

 

 

(808,105

)

 

 

(808,105

)

Interest income

 

 

-

 

 

 

-

 

 

 

28,146

 

 

 

28,146

 

Loss before income taxes

 

 

 

 

 

 

 

 

 

 

$

(795,425

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

307,773

 

 

 

2,959

 

 

 

-

 

 

 

310,732

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment assets:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

4,270,096

 

 

 

336,704

 

 

 

-

 

 

 

4,606,800

 

Inventories, net

 

 

6,032,338

 

 

 

1,372,444

 

 

 

-

 

 

 

7,404,782

 

Assets held for sale

 

 

-

 

 

 

348,400

 

 

 

-

 

 

 

348,400

 

Property, plant and equipment, net

 

 

8,935,154

 

 

 

1,042,448

 

 

 

1,019,052

 

 

 

10,996,654

 

Other assets

 

 

-

 

 

 

-

 

 

 

3,034,879

 

 

 

3,034,879

 

 

 

 

 

 

 

 

 

 

 

$

26,391,515

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2023:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

6,977,441

 

 

$

968,731

 

 

 

-

 

 

$

7,946,172

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

276,989

 

 

 

30,732

 

 

 

602

 

 

 

308,323

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating profit (loss)

 

 

(773,213

)

 

 

166,927

 

 

 

-

 

 

 

(606,286

)

Selling and administrative expenses

 

 

-

 

 

 

-

 

 

 

(625,701

)

 

 

(625,701

)

Interest income

 

 

-

 

 

 

-

 

 

 

16,945

 

 

 

16,945

 

Loss before income taxes

 

 

 

 

 

 

 

 

 

 

$

(1,215,042

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

189,614

 

 

 

-

 

 

 

 

 

 

189,614

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment assets:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

5,410,548

 

 

 

395,760

 

 

 

-

 

 

 

5,806,308

 

Inventories, net

 

 

7,269,490

 

 

 

1,525,706

 

 

 

-

 

 

 

8,795,196

 

Property, plant and equipment, net

 

 

9,672,334

 

 

 

1,211,301

 

 

 

1,007,590

 

 

 

11,891,225

 

Other assets

 

 

-

 

 

 

-

 

 

 

3,592,401

 

 

 

3,592,401

 

 

 

 

 

 

 

 

 

 

 

$

30,085,130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2024:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

19,560,720

 

 

$

3,321,859

 

 

 

-

 

 

$

22,882,579

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

890,986

 

 

 

77,352

 

 

 

1,620

 

 

 

969,958

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating profit

 

 

195,190

 

 

 

575,173

 

 

 

-

 

 

 

770,363

 

Selling and administrative expenses

 

 

-

 

 

 

-

 

 

 

(2,388,393

)

 

 

(2,388,393

)

Interest income

 

 

-

 

 

 

-

 

 

 

101,285

 

 

 

101,285

 

Loss before income taxes

 

 

 

 

 

 

 

 

 

 

$

(1,516,745

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

427,000

 

 

 

282,395

 

 

 

-

 

 

 

709,396

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2023:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

22,195,367

 

 

$

2,531,461

 

 

 

-

 

 

$

24,726,828

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

822,304

 

 

 

92,196

 

 

 

5,930

 

 

 

920,430

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating profit (loss)

 

 

(2,294,932

)

 

 

443,408

 

 

 

-

 

 

 

(1,851,524

)

Selling and administrative expenses

 

 

-

 

 

 

-

 

 

 

(1,845,437

)

 

 

(1,845,437

)

Interest income

 

 

-

 

 

 

-

 

 

 

79,276

 

 

 

79,276

 

Loss before income taxes

 

 

 

 

 

 

 

 

 

 

$

(3,617,685

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

932,309

 

 

 

-

 

 

 

17,553

 

 

 

949,862

 

 

11

 


8. Exit and Disposal – On July 1, 2024, the Company announced the closure of its manufacturing facility in Albia, Iowa on or before October 1, 2024. The Albia facility has supplied tooling for the Company’s full line of mechanical, hydraulic and pneumatic riveting machines serving both existing customers who own machines and customers purchasing new machines manufactured in the Company’s Tyrone, Pennsylvania manufacturing facility. As of September 30, 2024, all 19 full and part-time employees at this facility were impacted.

After careful consideration, the Company’s Board of Directors determined that it is in the Company’s best interest to consolidate the operations of the Albia facility into the Tyrone facility. The strategic consolidation is seen as a step to streamline processes, improve delivery, reduce costs and add value for the Company’s customers, shareholders and stakeholders.

In the third quarter ended September 30, 2024, the Company incurred selling and administrative expenses for one-time termination benefits of $64,856, employee travel of $40,277, moving expenses of $27,563 and employee wages of $8,060 as well as cost of goods expenses for direct and indirect labor of $30,517.

12

 


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 third quarter of 2024 were $6,969,921 compared to $7,946,172 in the third quarter of 2023, a decrease of $976,251 or 12.3%. Assembly equipment segment sales increased $73,874 which slightly offset the $1,050,125 decline in fastener segment sales for the current year quarter. Although overall net sales were down compared to the third quarter of 2023, gross margins for both the fastener and assembly equipment segments improved in the current quarter. This improvement resulted from the improved pricing that the Company obtained earlier in the year, a reduction in certain operating costs and improved operating efficiency. However, the lower revenue level, deferred tax expense of $651,196 discussed in Note 5 above, and certain selling and administrative expenses had a negative impact on earnings for the third quarter of 2024. As a result, the Company recorded a net loss of ($1,446,621), or ($1.50) per share for the third quarter 2024, compared to a net loss of $(964,042), or $(1.00) per share, in the third quarter of 2023. During the third quarter of 2024, a regular quarterly dividend of $0.10 per share was paid on September 20, 2024, to shareholders of record on September 5, 2024.

For the first nine months of 2024, net sales totaled $22,882,579 compared to $24,726,828 in the first nine months of 2023, a decrease of $1,844,249, or 7.5%. The net loss for the first nine months of 2024 was ($2,002,484), or ($2.07) per share, compared to a net loss of ($2,858,685) or ($2.96) per share, for the same period in 2023.

Fastener segment revenues were $5,927,316 in the third quarter of 2024 compared to $6,977,441 in the third quarter of 2023, a decline of $1,050,125 or 15.1%. The automotive sector is the primary market for our fastener segment products, and sales to automotive customers were $3,578,390 in the third quarter this year compared to $5,184,547 in the third quarter of 2023, a decrease of $1,606,157, or 31.0%. Additionally, fastener segment sales to non-automotive customers, including those in the construction and electronics industries, were $2,348,926 in the third quarter of this year compared to $1,792,894 in the third quarter of 2023, an increase of $556,062 or 31.0%. Fastener segment gross margins were $703,955 in the third quarter of 2024 compared to $(161,831) in the third quarter of 2023, an increase of $865,786. Despite significantly lower volumes from the automotive fastener segment, this gross margin improvement is due, as noted above, to price increases secured since the end of the third quarter of 2023, certain operating cost reductions and improved efficiency.

For the first nine months of 2024, fastener segment revenues were $19,560,720 compared to $22,195,367 in the first nine months of 2023, a decline of $2,634,647, or 11.9%. On a year-to-date basis fastener segment operating profit was $195,190 compared to an operating loss of $(353,158) in the first nine months of 2023, an increase of $584,348. This gross margin improvement was due to price increases, operational efficiencies and cost reduction projects.

Assembly equipment segment revenues were $1,042,605 in the third quarter of 2024 compared to $968,731 in the third quarter of 2023, an increase of $73,874, or 7.6%. Both automotive and non-automotive assembly equipment revenue increased in this segment by $2,023 and $71,851 respectively over the same period last year. The increase in sales contributed to a $508,177, or 250.4%, improvement in segment gross margin, from $202,984 in 2023 to $711,161 in 2024.

For the first nine months of 2024, assembly equipment revenues were $3,321,859 compared to $2,531,461 in the first nine months of 2023, an increase of $790,398, or 31.2%. During the first nine months of 2024, assembly equipment operating profit was $575,173 compared to $542,778 in the first nine months of 2023, an increase of $32,395.

Selling and administrative expenses during the third quarter of 2024 were $1,518,557 compared to $1,273,175 recorded in the third quarter of 2023, an increase of $245,382, or 19.3% primarily due to higher professional fees and partially offset by reduced commissions of $79,761 for the period. Selling and administrative expenses were 21.8% of net sales in the third quarter of 2024 compared to 16.0% in the second quarter of 2023. For the first nine months of 2024, selling and administrative expenses were $4,474,310 compared to $3,890,335 for the first nine months of 2023, an increase of $583,975. The Company believes that it has made substantial progress in continuing to implement its plans to reduce costs and improve efficiency, and as the Company completes activities relating to the closure of the Albia facility, the Company plans to focus on reducing certain selling and administrative expenses.

As previously disclosed, the Company was recently notified by one of its customers that certain fasteners manufactured by the Company’s wholly-owned subsidiary, H&L Tool Company Inc., may not conform to customer specifications. These fasteners become part of an assembly that is ultimately used in the braking system of certain vehicles. Based on information provided to the Company by the customer and the Company’s internal review, we

13

 


understand that it was necessary for the customer to identify and sort the non-conforming parts in its inventory and take certain other related actions as a result of the alleged non-conforming parts. The customer has also indicated that its end customer has incurred costs relating to the alleged defective part, including costs to repair certain of the vehicles that included these non-conforming fasteners. Based on discussions with our customer as to the scope of the actions taken by the customer to date and the Company’s own internal analysis to date, we determined an estimate of $243,000 as a contingent liability in our financial statements during the three months ended March 31, 2024, in anticipation of potential reimbursement of certain expenses that the customer may have incurred as a result of the non-conforming parts. Our discussions with the customer and our internal review process are ongoing, and the ultimate amount of such liability, if any, may be more or less than the amount reflected in our financial statements for the second quarter of 2024.

The Company may also incur additional potentially significant costs related to this issue, which could materially and adversely affect our results of operations and financial condition. At this time, the Company cannot quantify potential additional financial liability, if any, due to the ultimate costs that may or may not be incurred by the parties involved in this matter, and the allocation of those costs among the parties involved. It is not possible at this time to establish the ultimate amount of any such contingent liabilities, including those related to any legal proceedings that may result related to this matter. Accordingly, no additional amount has been accrued in our financial statements at September 30, 2024.

Other Income

Other income in the third quarter of 2024 was $28,146 compared to $16,980 in the third quarter of 2023. Other income for the first nine months of 2024 was $102,570, compared to $83,030 in the first nine months of 2023. Other income is primarily comprised of interest income, which increased during the current year due to higher interest rates earned on such balances.

Income Tax Expense

The Company’s effective tax rates were approximately (81.9)% and 20.7% for the third quarter of 2024 and 2023, respectively, and (32.0)% and 23.2% for the nine months ended September 30, 2024 and 2023, respectively.

Liquidity and Capital Resources

Working capital was $12,838,707 as of September 30, 2024, compared to $13,976,864 at the beginning of the year, a decline of $2,190,540. Contributing to that decline were capital expenditures during the first nine months of $709,396, which primarily consisted of equipment used in production activities, and dividends paid of $96,613. The net result of these changes and other cash flow activity was to leave cash, cash equivalents and short-term investments at $2,161,917 as of September 30, 2024, compared to $3,158,195 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

The Company's automotive fastener segment volumes have experienced a significant decline during 2024, when compared to 2023. This segment volume decline has mitigated our pricing relief efforts, productivity gains and overall operating profit improvement. The reduced automotive fastener segment volume has been driven primarily by overall inventory reductions from our largest automotive customers as light vehicle production was weak in the third quarter, declining by close to 5% globally. Non-automotive fastener and non-automotive assembly equipment segments continue to outpace prior period comparisons and we believe both represent future opportunities for growth and profitability. While we anticipate automotive fastener segment business conditions and volume demand for the remainder of 2024 to reflect the current trend, we expect to leverage our cost structure and improved operating efficiencies once these customer platform volumes return to normal levels. Additionally, we intend to continue to seek to drive growth in our non-automotive fastener and assembly equipment segments.

 

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 the section captioned “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, and in other fillings we make with the Securities and Exchange Commission. These factors include, among other things: risk related to conditions in the domestic and international automotive industry, upon which we rely for sales revenue, the intense competition in our markets, the concentration of

14

 


our sales with major customers, risks related to export sales, the price and availability of raw materials, supply chain disruptions, labor relations issues and rising costs, losses related to product liability, warranty and recall claims, costs relating to compliance with environmental laws and regulations, information systems disruptions and the threat of cyber attacks, and the loss of the services of our key employees. Many of these factors are beyond our ability to control or predict. Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to publish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events unless required under the federal securities laws.

15

 


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 reports that it files or submits under the Exchange Act.

Material Weaknesses in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As previously disclosed, a material weakness in internal control over financial reporting related to inventory valuation was identified in the Company’s internal control over financial reporting as of December 31, 2023. Specifically, the Company did not design and maintain effective controls related to the review of the valuation of inventory.

Remediation Plans for Material Weakness Relating to Inventory Valuation

The Company’s management, under the oversight of the Audit Committee, is in the process of designing and implementing changes and enhancements in processes and controls to remediate the material weakness in internal control over financial reporting related to inventory valuation. Our enhanced design includes the timely review and update of new accounting standards and guidance applicable to inventory valuation as well as subsequent review and reconciliation of variance accounts.

This material weakness will not be considered remediated until management completes its remediation plans and the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective. The Company will monitor the effectiveness of its remediation plans and will continue to refine its remediation plans as appropriate.

Notwithstanding the material weakness noted above, the Company’s management, including the Company's Chief Executive Officer and Chief Financial Officer has concluded that our unaudited interim consolidated financial statements included in this Quarterly Report present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America.

(b) Changes in 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 quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

16

 


PART II -- OTHER INFORMATION

Item 6. Exhibits

 

Exhibit
Number

 

31.1

Certification of Principal Executive Officer 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 of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data
File because its XBRL tags are embedded within the Inline XBRL document.

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

 

 

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

 

17

 


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: November 12, 2024

/s/ Gregory D. Rizzo

 

Gregory D. Rizzo

 

Chief Executive Officer

 

  (Principal Executive Officer)

 

 

 

 

Date: November 12, 2024

/s/ Joel M. Brown

 

Joel M. Brown

 

Chief Financial Officer

 

  (Principal Financial and Accounting Officer)

 

 

 

18

 


EXHIBIT 31.1

 

I, Gregory D. Rizzo, 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: November 12, 2024

/s/ Gregory D. Rizzo

 

 

Gregory D. Rizzo

 

 

Chief Executive Officer

 

 

(Principal Executive Officer)

 

 


EXHIBIT 31.2

I, Joel M. Brown, 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: November 12, 2024

/s/ Joel M. Brown

 

 

Joel M. Brown

 

 

Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 

 


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 September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gregory D. Rizzo, as Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 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/ Gregory D. Rizzo

Name:

 

Gregory D. Rizzo

Title:

 

Chief Executive Officer

 

 

(Principal Executive Officer)

Date:

 

November 12, 2024

 

 


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 September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Joel M. Brown, as Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 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/ Joel M. Brown

Name:

 

Joel M. Brown

Title:

 

Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

Date:

 

November 12, 2024

 

 


v3.24.3
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2024
Nov. 12, 2024
Details    
Registrant CIK 0000019871  
Fiscal Year End --12-31  
Document Type 10-Q  
Document Period End Date Sep. 30, 2024  
Securities Act File Number 000-01227  
Entity Registrant Name Chicago Rivet & Machine Co.  
Entity Incorporation, State or Country Code IL  
Entity Tax Identification Number 36-0904920  
Entity Address, Address Line One 901 Frontenac Road  
Entity Address, City or Town Naperville  
Entity Address, State or Province IL  
Entity Address, Postal Zip Code 60563  
City Area Code 630  
Local Phone Number 357-8500  
Title of 12(b) Security Common Stock, par value $1.00 per share  
Trading Symbol CVR  
Security Exchange Name NYSEAMER  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   966,132
Amendment Flag false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Document Quarterly Report true  
Document Transition Report false  
v3.24.3
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Current Assets    
Cash and cash equivalents $ 1,665,325 $ 1,387,075
Short-term investments 496,592 1,771,120
Accounts receivable - less allowances of $160,000 4,606,800 4,275,882
Contract assets   118,301
Inventories, net 7,404,782 7,327,653
Assets held for sale 348,400  
Income taxes receivable 75,344 580,287
Other current assets 797,618 380,562
Total current assets 15,394,861 15,840,880
Property, Plant and Equipment    
Land and improvements 1,401,402 1,510,513
Buildings and improvements 6,095,394 6,835,619
Production equipment and other 36,677,607 37,952,902
Property, Plant and Equipment, Gross 44,174,403 46,299,034
Less accumulated depreciation 33,177,749 34,633,952
Net property, plant and equipment 10,996,654 11,665,082
Deferred income taxes, net   324,943
Total assets 26,391,515 27,830,905
Current Liabilities    
Accounts payable 1,260,311 788,974
Accrued wages and salaries 622,738 514,900
Other accrued expenses 300,973 129,963
Unearned revenue and customer deposits 372,132 430,179
Total current liabilities 2,556,154 1,864,016
Deferred income taxes, net 160,796  
Total liabilities 2,716,950 1,864,016
Shareholders' Equity    
Preferred stock, no par value, 500,000 shares authorized: none outstanding
Common stock, $1.00 par value, 4,000,000 shares authorized, 1,138,096 shares issued; 966,132 shares outstanding 1,138,096 1,138,096
Additional paid-in capital 447,134 447,134
Retained earnings 26,011,433 28,303,757
Treasury stock, 171,964 shares at cost (3,922,098) (3,922,098)
Total shareholders' equity 23,674,565 25,966,889
Total liabilities and shareholders' equity $ 26,391,515 $ 27,830,905
v3.24.3
Condensed Consolidated Balance Sheets (Unaudited) - Parenthetical - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Condensed Consolidated Balance Sheets (Unaudited)    
Accounts receivable, allowance $ 160,000 $ 160,000
Preferred Stock, Par or Stated Value Per Share $ 0 $ 0
Preferred Stock, Shares Authorized 500,000 500,000
Preferred Stock, Shares Outstanding 0 0
Common Stock, Par or Stated Value Per Share $ 1 $ 1
Common Stock, Shares Authorized 4,000,000 4,000,000
Common Stock, Shares, Issued 1,138,096 1,138,096
Common Stock, Shares, Outstanding 966,132 966,132
v3.24.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Condensed Consolidated Statements of Operations (Unaudited)        
Net sales $ 6,969,921 $ 7,946,172 $ 22,882,579 $ 24,726,828
Cost of goods sold 6,274,934 7,905,019 20,027,584 24,537,208
Gross profit 694,987 41,153 2,854,995 189,620
Selling and administrative expenses 1,518,558 1,273,175 4,474,310 3,890,335
Operating loss (823,571) (1,232,022) (1,619,315) (3,700,715)
Other income 28,146 16,980 102,570 83,030
Loss before income taxes (795,425) (1,215,042) (1,516,745) (3,617,685)
Provision (benefit) for income taxes 651,196 (251,000) 485,739 (759,000)
Net loss $ (1,446,621) $ (964,042) $ (2,002,484) $ (2,858,685)
Per share data        
Basic net loss per share $ (1.5) $ (1) $ (2.07) $ (2.96)
Diluted net loss per share $ (1.5) $ (1) $ (2.07) $ (2.96)
Basic 966,132 966,132 966,132 966,132
Diluted 966,132 966,132 966,132 966,132
Cash dividends declared per share $ 0.1 $ 0.1 $ 0.3 $ 0.54
v3.24.3
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($)
Total
Preferred Stock
Common Stock
Additional Paid-in Capital
Retained Earnings
Treasury Stock, Common
Beginning Balance at Dec. 31, 2022 $ 30,986,798 $ 0 $ 1,138,096 $ 447,134 $ 33,323,666 $ (3,922,098)
Common Stock Shares at Dec. 31, 2022     966,132      
Treasury Stock Shares at Dec. 31, 2022           171,964
Net Income (loss) (583,137)       (583,137)  
Dividends declared (212,549)       (212,549)  
Ending Balance at Mar. 31, 2023 30,191,112 0 $ 1,138,096 447,134 32,527,980 $ (3,922,098)
Common Stock Shares at Mar. 31, 2023     966,132      
Treasury Stock Shares at Mar. 31, 2023           171,964
Beginning Balance at Dec. 31, 2022 30,986,798 0 $ 1,138,096 447,134 33,323,666 $ (3,922,098)
Common Stock Shares at Dec. 31, 2022     966,132      
Treasury Stock Shares at Dec. 31, 2022           171,964
Net Income (loss) (2,858,685)          
Ending Balance at Sep. 30, 2023 27,606,402 0 $ 1,138,096 447,134 29,943,270 $ (3,922,098)
Common Stock Shares at Sep. 30, 2023     966,132      
Treasury Stock Shares at Sep. 30, 2023           171,964
Beginning Balance at Mar. 31, 2023 30,191,112 0 $ 1,138,096 447,134 32,527,980 $ (3,922,098)
Common Stock Shares at Mar. 31, 2023     966,132      
Treasury Stock Shares at Mar. 31, 2023           171,964
Net Income (loss) (1,311,506)       (1,311,506)  
Dividends declared (212,549)       (212,549)  
Ending Balance at Jun. 30, 2023 28,667,057 0 $ 1,138,096 447,134 31,003,925 $ (3,922,098)
Common Stock Shares at Jun. 30, 2023     966,132      
Treasury Stock Shares at Jun. 30, 2023           171,964
Net Income (loss) (964,042)       (964,042)  
Dividends declared (96,613)       (96,613)  
Ending Balance at Sep. 30, 2023 27,606,402 0 $ 1,138,096 447,134 29,943,270 $ (3,922,098)
Common Stock Shares at Sep. 30, 2023     966,132      
Treasury Stock Shares at Sep. 30, 2023           171,964
Beginning Balance at Dec. 31, 2023 $ 25,966,889 0 $ 1,138,096 447,134 28,303,757 $ (3,922,098)
Common Stock Shares at Dec. 31, 2023 966,132   966,132      
Treasury Stock Shares at Dec. 31, 2023 171,964         171,964
Net Income (loss) $ (698,004)       (698,004)  
Dividends declared (96,613)       (96,613)  
Ending Balance at Mar. 31, 2024 25,172,272 0 $ 1,138,096 447,134 27,509,140 $ (3,922,098)
Common Stock Shares at Mar. 31, 2024     966,132      
Treasury Stock Shares at Mar. 31, 2024           171,964
Beginning Balance at Dec. 31, 2023 $ 25,966,889 0 $ 1,138,096 447,134 28,303,757 $ (3,922,098)
Common Stock Shares at Dec. 31, 2023 966,132   966,132      
Treasury Stock Shares at Dec. 31, 2023 171,964         171,964
Net Income (loss) $ (2,002,484)          
Ending Balance at Sep. 30, 2024 $ 23,674,565 0 $ 1,138,096 447,134 26,011,433 $ (3,922,098)
Common Stock Shares at Sep. 30, 2024 966,132   966,132      
Treasury Stock Shares at Sep. 30, 2024 171,964         171,964
Beginning Balance at Mar. 31, 2024 $ 25,172,272 0 $ 1,138,096 447,134 27,509,140 $ (3,922,098)
Common Stock Shares at Mar. 31, 2024     966,132      
Treasury Stock Shares at Mar. 31, 2024           171,964
Net Income (loss) 142,141       142,141  
Dividends declared (96,613)       (96,613)  
Ending Balance at Jun. 30, 2024 25,217,800 0 $ 1,138,096 447,134 27,554,668 $ (3,922,098)
Common Stock Shares at Jun. 30, 2024     966,132      
Treasury Stock Shares at Jun. 30, 2024           171,964
Net Income (loss) (1,446,621)       (1,446,621)  
Dividends declared (96,613)       (96,613)  
Ending Balance at Sep. 30, 2024 $ 23,674,565 $ 0 $ 1,138,096 $ 447,134 $ 26,011,433 $ (3,922,098)
Common Stock Shares at Sep. 30, 2024 966,132   966,132      
Treasury Stock Shares at Sep. 30, 2024 171,964         171,964
v3.24.3
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - Parenthetical - $ / shares
3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Condensed Consolidated Statements of Shareholders' Equity (Unaudited)                
Cash dividends declared per share $ 0.1 $ 0.1 $ 0.1 $ 0.1 $ 0.22 $ 0.22 $ 0.3 $ 0.54
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities    
Net Income (Loss) $ (2,002,484) $ (2,858,685)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities    
Depreciation 969,958 920,430
Gain on disposal of equipment (36,886) (31,500)
Deferred income taxes 485,739 (703,599)
Changes in operating assets and liabilities    
Accounts receivable (330,918) (831,171)
Contract assets 118,301  
Inventories (77,129) 326,034
Other current assets 87,886 (97,553)
Accounts payable 471,337 310,567
Accrued wages and salaries 107,838 316,609
Other accrued expenses 171,010 (180,486)
Unearned revenue and customer deposits (58,047) 96,308
Net cash (used in) provided by operating activities (93,395) (2,733,046)
Cash flows from investing activities    
Capital expenditures (709,396) (949,862)
Proceeds from the sale of equipment 96,350 31,500
Proceeds from short-term investments 3,000,815 2,591,000
Purchases of short-term investments (1,726,284) (100,000)
Net cash provided by investing activities 661,485 1,572,638
Cash flows from financing activities    
Cash dividends paid (289,840) (521,711)
Net cash used in financing activities (289,840) (521,711)
Net increase (decrease) in cash and cash equivalents 278,250 (1,682,119)
Cash and cash equivalents at beginning of period 1,387,075 4,045,101
Cash and cash equivalents at end of period $ 1,665,325 $ 2,362,982
v3.24.3
Pay vs Performance Disclosure - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure                
Net Income (Loss) $ (1,446,621) $ 142,141 $ (698,004) $ (964,042) $ (1,311,506) $ (583,137) $ (2,002,484) $ (2,858,685)
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Accounting Policies
9 Months Ended
Sep. 30, 2024
Notes  
Accounting Policies

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 September 30, 2024 (unaudited) and December 31, 2023 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, 2023.

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 nine month period ended September 30, 2024 are not necessarily indicative of the results to be expected for the year.

The Company classifies assets as held-for-sale if all held-for-sale criteria are met pursuant to ASC 360-10, Property, Plant and Equipment. Criteria include management commitment to sell the disposal group in its present condition and the sale being deemed probable of being completed within one year. Assets classified as held for sale are not depreciated and are measured at the lower of their carrying amount or fair value less cost to sell. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held-for-sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the initial carrying value of the disposal group.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose its significant segment expense categories and amounts for each reportable segment. The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. This new accounting standard will result in expanded disclosures but it is not expected to have a material impact on the Company's financial position, results of operation or cash flows.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures providing investors with information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The new guidance is effective for annual periods beginning after December 15, 2024. The Company is evaluating the impact that it will have on our consolidated financial statements and disclosures.

v3.24.3
Risks and Uncertainties
9 Months Ended
Sep. 30, 2024
Notes  
Risks and Uncertainties

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 primarily on management's evaluation of the financial condition of the customer and historical experience. The Company monitors its accounts receivable and charges to expense an amount equal to its estimate of potential credit losses. The Company considers a number of factors in determining its estimates, including the length of time its trade accounts receivable are past due, the Company's previous loss history and the customer's current ability to pay its obligation. 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.

v3.24.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2024
Notes  
Commitments and Contingencies

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, liquidity, results of operations or cash flows.

The Company recognizes a provision if it is probable that an outflow of cash or other economic resources that can be reliably measured will be required to settle the provision. In determining the likelihood and timing of potential cash outflows, management needs to make estimates, the assessment of which is based in part on internal and external financial and legal guidance and other related factors. For contingencies, the Company is required to exercise significant

judgement to determine whether the risk of loss is possible but not probable. Contingencies involve inherent uncertainties including, but not limited to, negotiations between affected parties, among other factors, and the amount of actual loss may be significantly more or less that what was provided for with respect to such contingencies.

As previously disclosed, the Company was recently notified by one of its customers that certain fasteners manufactured by the Company’s wholly-owned subsidiary, H&L Tool Company Inc., may not conform to customer specifications. These fasteners become part of an assembly that is ultimately used in the braking system of certain vehicles. Based on information provided to the Company and discussions with the customer as well as the Company’s internal review, we understand that it was necessary for the customer to identify and sort the non-conforming parts in its inventory and take certain other related actions as a result of the alleged non-conforming parts. The customer has also indicated that its end customer has incurred costs relating to the alleged defective part, including costs to repair certain of the vehicles that included these non-conforming fasteners. Based on discussions with our customer as to the scope of the actions taken by the customer to date and the Company’s own internal analysis to date, we determined an estimate of $243,000 as a contingent liability within other accrued expenses in our financial statements during the three months ended March 31, 2024, in anticipation of potential reimbursement of certain expenses that the customer may have incurred as a result of the non-conforming parts. Our discussions with the customer and our internal review process are ongoing, and the ultimate amount of such liability, if any, may be more or less than the amount reflected in our financial statements.

The Company may also incur additional potentially significant costs related to this issue, which could materially and adversely affect our results of operations and financial condition. At this time, the Company cannot quantify potential additional financial liability, if any, due to the ultimate costs that may or may not be incurred by the parties involved in this matter, and the allocation of those costs among the parties involved. It is not possible at this time to establish the ultimate amount of any such contingent liabilities, including those related to any legal proceedings that may result related to this matter. Accordingly, no additional amount has been accrued in our financial statements at September 30, 2024.

v3.24.3
Revenue
9 Months Ended
Sep. 30, 2024
Notes  
Revenue

4. Revenue—The Company operates in the fastener industry and is in the business of producing and selling rivets, cold-formed fasteners and parts, screw machine products, automatic rivet setting machines and parts and tools for such machines. 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 third quarter of 2024, the Company realized no revenue related to such contract and has a remaining performance obligation of $372,132 which is expected to be recognized in the fourth quarter of 2024.

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 operations. These adjustments primarily relate to customer returns and allowances, which vary over time. The Company records a liability and reduction in sales for estimated product returns based upon historical experience. If we determine that our obligation under warranty claims is probable and subject to reasonable determination, an estimate of that liability is recorded as an offset against revenue at that time. As of September 30, 2024 and December 31, 2023 reserves for warranty claims were not material. Cash received by the Company prior to transfer of control 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 operations.

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

 

 

Fastener

 

 

Assembly
Equipment

 

 

Consolidated

 

Three Months Ended September 30, 2024:

 

 

 

 

 

 

 

 

 

Automotive

 

$

3,578,390

 

 

$

14,386

 

 

$

3,592,776

 

Non-automotive

 

 

2,348,926

 

 

 

1,028,219

 

 

 

3,377,145

 

Total net sales

 

$

5,927,316

 

 

$

1,042,605

 

 

$

6,969,921

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2023:

 

 

 

 

 

 

 

 

 

Automotive

 

$

5,184,547

 

 

$

12,363

 

 

$

5,196,910

 

Non-automotive

 

 

1,792,894

 

 

 

956,368

 

 

 

2,749,262

 

Total net sales

 

$

6,977,441

 

 

$

968,731

 

 

$

7,946,172

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2024:

 

 

 

 

 

 

 

 

 

Automotive

 

 

13,050,096

 

 

$

171,094

 

 

$

13,221,190

 

Non-automotive

 

 

6,510,624

 

 

 

3,150,765

 

 

 

9,661,389

 

Total net sales

 

$

19,560,720

 

 

$

3,321,859

 

 

$

22,882,579

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2023:

 

 

 

 

 

 

 

 

 

Automotive

 

$

15,150,117

 

 

$

95,464

 

 

$

15,245,581

 

Non-automotive

 

 

7,045,250

 

 

 

2,435,997

 

 

 

9,481,247

 

Total net sales

 

$

22,195,367

 

 

$

2,531,461

 

 

$

24,726,828

 

 

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

 

 

Fastener

 

 

Assembly
Equipment

 

 

Consolidated

 

Three Months Ended September 30, 2024:

 

 

 

 

 

 

 

 

 

United States

 

$

4,657,979

 

 

$

659,306

 

 

$

5,317,285

 

Foreign

 

 

1,269,337

 

 

 

383,299

 

 

 

1,652,636

 

Total net sales

 

$

5,927,316

 

 

$

1,042,605

 

 

$

6,969,921

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2023:

 

 

 

 

 

 

 

 

 

United States

 

$

5,398,688

 

 

$

961,618

 

 

$

6,360,306

 

Foreign

 

 

1,578,753

 

 

 

7,113

 

 

 

1,585,866

 

Total net sales

 

$

6,977,441

 

 

$

968,731

 

 

$

7,946,172

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2024

 

 

 

 

 

 

 

 

 

United States

 

$

15,694,640

 

 

$

2,871,084

 

 

$

18,565,724

 

Foreign

 

 

3,866,080

 

 

 

450,775

 

 

 

4,316,855

 

Total net sales

 

$

19,560,720

 

 

$

3,321,859

 

 

$

22,882,579

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2023

 

 

 

 

 

 

 

 

 

United States

 

$

17,927,910

 

 

$

2,402,734

 

 

$

20,248,872

 

Foreign

 

 

4,267,457

 

 

 

128,727

 

 

 

4,477,956

 

Total net sales

 

$

22,195,367

 

 

$

2,531,461

 

 

$

24,726,828

 

v3.24.3
Income Taxes
9 Months Ended
Sep. 30, 2024
Notes  
Income Taxes

5. The Company’s effective tax rates were approximately (81.9)% and 20.7% for the third quarter of 2024 and 2023, respectively, and (32.0)% and 21.0% for the nine months ended September 30, 2024 and 2023, respectively.

The Company’s federal income tax returns for the 2020 through 2023 tax years are subject to examination by the Internal Revenue Service (“IRS”). Management does not anticipate any adjustments that would result in a material change to the results of operations or financial condition of the Company as a result of any unrecognized tax benefits. No statutes of limitation have been extended on any of the Company’s federal income tax filings. The statute of limitations on the Company’s 2020 through 2023 federal income tax returns were set to expire on September 15, 2024 through 2027, respectively.

The Company’s state income tax returns for the 2020 through 2023 tax years remain subject to examination by various state authorities with the latest closing period on October 31, 2027. The Company is not currently under examination by any state authority for income tax purposes and no statutes of limitation for state income tax filings have been extended.

Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. Significant judgments and estimates are required in the determination of the consolidated income tax expense. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results and incorporate assumptions about the amount of future state and federal pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require the use of significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses.

A valuation allowance is established when necessary to reduce deferred income tax assets to the amounts expected to be realized. Based upon the analysis performed as of September 30, 2024, management believes that it is more likely than not that the benefit from net operating loss ("NOL") carryforwards and other deferred tax assets will not be realized. Accordingly, management concluded to record a valuation allowance of $961,755 on the deferred tax assets and recognized $651,196 in deferred tax expense in the three months ended September 30, 2024. As of December 31, 2023, we have federal income tax NOL carryforwards of $5,711,828 and state NOL carryforwards of $2,997,091.

v3.24.3
Inventories
9 Months Ended
Sep. 30, 2024
Notes  
Inventories

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 at the dates indicated is as follows:

 

 

September 30, 2024

 

 

December 31, 2023

 

Raw material

 

$

2,956,245

 

 

$

2,878,869

 

Work-in-process

 

 

2,027,415

 

 

 

2,374,795

 

Finished goods

 

 

2,961,122

 

 

 

2,614,989

 

Inventories, gross

 

 

7,944,782

 

 

 

7,868,653

 

Valuation reserves

 

 

(540,000

)

 

 

(541,000

)

Inventories, net

 

$

7,404,782

 

 

$

7,327,653

 

v3.24.3
Segment Reporting
9 Months Ended
Sep. 30, 2024
Notes  
Segment Reporting

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 for the periods presented is as follows:

 

 

Fastener

 

 

Assembly Equipment

 

 

Unallocated Corporate

 

 

Consolidated

 

Three Months Ended September 30, 2024:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

5,927,316

 

 

$

1,042,605

 

 

 

-

 

 

$

6,969,921

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

305,612

 

 

 

18,384

 

 

 

540

 

 

 

324,536

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating profit

 

 

95,902

 

 

 

(111,368

)

 

 

-

 

 

 

(15,466

)

Selling and administrative expenses

 

 

-

 

 

 

-

 

 

 

(808,105

)

 

 

(808,105

)

Interest income

 

 

-

 

 

 

-

 

 

 

28,146

 

 

 

28,146

 

Loss before income taxes

 

 

 

 

 

 

 

 

 

 

$

(795,425

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

307,773

 

 

 

2,959

 

 

 

-

 

 

 

310,732

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment assets:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

4,270,096

 

 

 

336,704

 

 

 

-

 

 

 

4,606,800

 

Inventories, net

 

 

6,032,338

 

 

 

1,372,444

 

 

 

-

 

 

 

7,404,782

 

Assets held for sale

 

 

-

 

 

 

348,400

 

 

 

-

 

 

 

348,400

 

Property, plant and equipment, net

 

 

8,935,154

 

 

 

1,042,448

 

 

 

1,019,052

 

 

 

10,996,654

 

Other assets

 

 

-

 

 

 

-

 

 

 

3,034,879

 

 

 

3,034,879

 

 

 

 

 

 

 

 

 

 

 

$

26,391,515

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2023:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

6,977,441

 

 

$

968,731

 

 

 

-

 

 

$

7,946,172

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

276,989

 

 

 

30,732

 

 

 

602

 

 

 

308,323

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating profit (loss)

 

 

(773,213

)

 

 

166,927

 

 

 

-

 

 

 

(606,286

)

Selling and administrative expenses

 

 

-

 

 

 

-

 

 

 

(625,701

)

 

 

(625,701

)

Interest income

 

 

-

 

 

 

-

 

 

 

16,945

 

 

 

16,945

 

Loss before income taxes

 

 

 

 

 

 

 

 

 

 

$

(1,215,042

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

189,614

 

 

 

-

 

 

 

 

 

 

189,614

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment assets:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

5,410,548

 

 

 

395,760

 

 

 

-

 

 

 

5,806,308

 

Inventories, net

 

 

7,269,490

 

 

 

1,525,706

 

 

 

-

 

 

 

8,795,196

 

Property, plant and equipment, net

 

 

9,672,334

 

 

 

1,211,301

 

 

 

1,007,590

 

 

 

11,891,225

 

Other assets

 

 

-

 

 

 

-

 

 

 

3,592,401

 

 

 

3,592,401

 

 

 

 

 

 

 

 

 

 

 

$

30,085,130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2024:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

19,560,720

 

 

$

3,321,859

 

 

 

-

 

 

$

22,882,579

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

890,986

 

 

 

77,352

 

 

 

1,620

 

 

 

969,958

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating profit

 

 

195,190

 

 

 

575,173

 

 

 

-

 

 

 

770,363

 

Selling and administrative expenses

 

 

-

 

 

 

-

 

 

 

(2,388,393

)

 

 

(2,388,393

)

Interest income

 

 

-

 

 

 

-

 

 

 

101,285

 

 

 

101,285

 

Loss before income taxes

 

 

 

 

 

 

 

 

 

 

$

(1,516,745

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

427,000

 

 

 

282,395

 

 

 

-

 

 

 

709,396

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2023:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

22,195,367

 

 

$

2,531,461

 

 

 

-

 

 

$

24,726,828

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

822,304

 

 

 

92,196

 

 

 

5,930

 

 

 

920,430

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating profit (loss)

 

 

(2,294,932

)

 

 

443,408

 

 

 

-

 

 

 

(1,851,524

)

Selling and administrative expenses

 

 

-

 

 

 

-

 

 

 

(1,845,437

)

 

 

(1,845,437

)

Interest income

 

 

-

 

 

 

-

 

 

 

79,276

 

 

 

79,276

 

Loss before income taxes

 

 

 

 

 

 

 

 

 

 

$

(3,617,685

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

932,309

 

 

 

-

 

 

 

17,553

 

 

 

949,862

 

v3.24.3
Exit and Disposal
9 Months Ended
Sep. 30, 2024
Notes  
Exit and Disposal

8. Exit and Disposal – On July 1, 2024, the Company announced the closure of its manufacturing facility in Albia, Iowa on or before October 1, 2024. The Albia facility has supplied tooling for the Company’s full line of mechanical, hydraulic and pneumatic riveting machines serving both existing customers who own machines and customers purchasing new machines manufactured in the Company’s Tyrone, Pennsylvania manufacturing facility. As of September 30, 2024, all 19 full and part-time employees at this facility were impacted.

After careful consideration, the Company’s Board of Directors determined that it is in the Company’s best interest to consolidate the operations of the Albia facility into the Tyrone facility. The strategic consolidation is seen as a step to streamline processes, improve delivery, reduce costs and add value for the Company’s customers, shareholders and stakeholders.

In the third quarter ended September 30, 2024, the Company incurred selling and administrative expenses for one-time termination benefits of $64,856, employee travel of $40,277, moving expenses of $27,563 and employee wages of $8,060 as well as cost of goods expenses for direct and indirect labor of $30,517.

v3.24.3
Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies

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 September 30, 2024 (unaudited) and December 31, 2023 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, 2023.

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 nine month period ended September 30, 2024 are not necessarily indicative of the results to be expected for the year.

The Company classifies assets as held-for-sale if all held-for-sale criteria are met pursuant to ASC 360-10, Property, Plant and Equipment. Criteria include management commitment to sell the disposal group in its present condition and the sale being deemed probable of being completed within one year. Assets classified as held for sale are not depreciated and are measured at the lower of their carrying amount or fair value less cost to sell. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held-for-sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the initial carrying value of the disposal group.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose its significant segment expense categories and amounts for each reportable segment. The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. This new accounting standard will result in expanded disclosures but it is not expected to have a material impact on the Company's financial position, results of operation or cash flows.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures providing investors with information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The new guidance is effective for annual periods beginning after December 15, 2024. The Company is evaluating the impact that it will have on our consolidated financial statements and disclosures.

Risks and Uncertainties

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 primarily on management's evaluation of the financial condition of the customer and historical experience. The Company monitors its accounts receivable and charges to expense an amount equal to its estimate of potential credit losses. The Company considers a number of factors in determining its estimates, including the length of time its trade accounts receivable are past due, the Company's previous loss history and the customer's current ability to pay its obligation. 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.

Commitments and Contingencies

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, liquidity, results of operations or cash flows.

The Company recognizes a provision if it is probable that an outflow of cash or other economic resources that can be reliably measured will be required to settle the provision. In determining the likelihood and timing of potential cash outflows, management needs to make estimates, the assessment of which is based in part on internal and external financial and legal guidance and other related factors. For contingencies, the Company is required to exercise significant

judgement to determine whether the risk of loss is possible but not probable. Contingencies involve inherent uncertainties including, but not limited to, negotiations between affected parties, among other factors, and the amount of actual loss may be significantly more or less that what was provided for with respect to such contingencies.

As previously disclosed, the Company was recently notified by one of its customers that certain fasteners manufactured by the Company’s wholly-owned subsidiary, H&L Tool Company Inc., may not conform to customer specifications. These fasteners become part of an assembly that is ultimately used in the braking system of certain vehicles. Based on information provided to the Company and discussions with the customer as well as the Company’s internal review, we understand that it was necessary for the customer to identify and sort the non-conforming parts in its inventory and take certain other related actions as a result of the alleged non-conforming parts. The customer has also indicated that its end customer has incurred costs relating to the alleged defective part, including costs to repair certain of the vehicles that included these non-conforming fasteners. Based on discussions with our customer as to the scope of the actions taken by the customer to date and the Company’s own internal analysis to date, we determined an estimate of $243,000 as a contingent liability within other accrued expenses in our financial statements during the three months ended March 31, 2024, in anticipation of potential reimbursement of certain expenses that the customer may have incurred as a result of the non-conforming parts. Our discussions with the customer and our internal review process are ongoing, and the ultimate amount of such liability, if any, may be more or less than the amount reflected in our financial statements.

The Company may also incur additional potentially significant costs related to this issue, which could materially and adversely affect our results of operations and financial condition. At this time, the Company cannot quantify potential additional financial liability, if any, due to the ultimate costs that may or may not be incurred by the parties involved in this matter, and the allocation of those costs among the parties involved. It is not possible at this time to establish the ultimate amount of any such contingent liabilities, including those related to any legal proceedings that may result related to this matter. Accordingly, no additional amount has been accrued in our financial statements at September 30, 2024.

Revenue

4. Revenue—The Company operates in the fastener industry and is in the business of producing and selling rivets, cold-formed fasteners and parts, screw machine products, automatic rivet setting machines and parts and tools for such machines. 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 third quarter of 2024, the Company realized no revenue related to such contract and has a remaining performance obligation of $372,132 which is expected to be recognized in the fourth quarter of 2024.

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 operations. These adjustments primarily relate to customer returns and allowances, which vary over time. The Company records a liability and reduction in sales for estimated product returns based upon historical experience. If we determine that our obligation under warranty claims is probable and subject to reasonable determination, an estimate of that liability is recorded as an offset against revenue at that time. As of September 30, 2024 and December 31, 2023 reserves for warranty claims were not material. Cash received by the Company prior to transfer of control 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 operations.

Income Taxes

5. The Company’s effective tax rates were approximately (81.9)% and 20.7% for the third quarter of 2024 and 2023, respectively, and (32.0)% and 21.0% for the nine months ended September 30, 2024 and 2023, respectively.

The Company’s federal income tax returns for the 2020 through 2023 tax years are subject to examination by the Internal Revenue Service (“IRS”). Management does not anticipate any adjustments that would result in a material change to the results of operations or financial condition of the Company as a result of any unrecognized tax benefits. No statutes of limitation have been extended on any of the Company’s federal income tax filings. The statute of limitations on the Company’s 2020 through 2023 federal income tax returns were set to expire on September 15, 2024 through 2027, respectively.

The Company’s state income tax returns for the 2020 through 2023 tax years remain subject to examination by various state authorities with the latest closing period on October 31, 2027. The Company is not currently under examination by any state authority for income tax purposes and no statutes of limitation for state income tax filings have been extended.

Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. Significant judgments and estimates are required in the determination of the consolidated income tax expense. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results and incorporate assumptions about the amount of future state and federal pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require the use of significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses.

A valuation allowance is established when necessary to reduce deferred income tax assets to the amounts expected to be realized. Based upon the analysis performed as of September 30, 2024, management believes that it is more likely than not that the benefit from net operating loss ("NOL") carryforwards and other deferred tax assets will not be realized. Accordingly, management concluded to record a valuation allowance of $961,755 on the deferred tax assets and recognized $651,196 in deferred tax expense in the three months ended September 30, 2024. As of December 31, 2023, we have federal income tax NOL carryforwards of $5,711,828 and state NOL carryforwards of $2,997,091.

Inventories

6. Inventories are stated at the lower of cost or net realizable value, cost being determined by the first-in, first-out method.

Segment Reporting

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.

Exit and Disposal

8. Exit and Disposal – On July 1, 2024, the Company announced the closure of its manufacturing facility in Albia, Iowa on or before October 1, 2024. The Albia facility has supplied tooling for the Company’s full line of mechanical, hydraulic and pneumatic riveting machines serving both existing customers who own machines and customers purchasing new machines manufactured in the Company’s Tyrone, Pennsylvania manufacturing facility. As of September 30, 2024, all 19 full and part-time employees at this facility were impacted.

After careful consideration, the Company’s Board of Directors determined that it is in the Company’s best interest to consolidate the operations of the Albia facility into the Tyrone facility. The strategic consolidation is seen as a step to streamline processes, improve delivery, reduce costs and add value for the Company’s customers, shareholders and stakeholders.

In the third quarter ended September 30, 2024, the Company incurred selling and administrative expenses for one-time termination benefits of $64,856, employee travel of $40,277, moving expenses of $27,563 and employee wages of $8,060 as well as cost of goods expenses for direct and indirect labor of $30,517.

v3.24.3
Revenue (Tables)
9 Months Ended
Sep. 30, 2024
Location  
Disaggregation of Revenue

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

 

 

Fastener

 

 

Assembly
Equipment

 

 

Consolidated

 

Three Months Ended September 30, 2024:

 

 

 

 

 

 

 

 

 

United States

 

$

4,657,979

 

 

$

659,306

 

 

$

5,317,285

 

Foreign

 

 

1,269,337

 

 

 

383,299

 

 

 

1,652,636

 

Total net sales

 

$

5,927,316

 

 

$

1,042,605

 

 

$

6,969,921

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2023:

 

 

 

 

 

 

 

 

 

United States

 

$

5,398,688

 

 

$

961,618

 

 

$

6,360,306

 

Foreign

 

 

1,578,753

 

 

 

7,113

 

 

 

1,585,866

 

Total net sales

 

$

6,977,441

 

 

$

968,731

 

 

$

7,946,172

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2024

 

 

 

 

 

 

 

 

 

United States

 

$

15,694,640

 

 

$

2,871,084

 

 

$

18,565,724

 

Foreign

 

 

3,866,080

 

 

 

450,775

 

 

 

4,316,855

 

Total net sales

 

$

19,560,720

 

 

$

3,321,859

 

 

$

22,882,579

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2023

 

 

 

 

 

 

 

 

 

United States

 

$

17,927,910

 

 

$

2,402,734

 

 

$

20,248,872

 

Foreign

 

 

4,267,457

 

 

 

128,727

 

 

 

4,477,956

 

Total net sales

 

$

22,195,367

 

 

$

2,531,461

 

 

$

24,726,828

 

End Market  
Disaggregation of Revenue

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

 

 

Fastener

 

 

Assembly
Equipment

 

 

Consolidated

 

Three Months Ended September 30, 2024:

 

 

 

 

 

 

 

 

 

Automotive

 

$

3,578,390

 

 

$

14,386

 

 

$

3,592,776

 

Non-automotive

 

 

2,348,926

 

 

 

1,028,219

 

 

 

3,377,145

 

Total net sales

 

$

5,927,316

 

 

$

1,042,605

 

 

$

6,969,921

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2023:

 

 

 

 

 

 

 

 

 

Automotive

 

$

5,184,547

 

 

$

12,363

 

 

$

5,196,910

 

Non-automotive

 

 

1,792,894

 

 

 

956,368

 

 

 

2,749,262

 

Total net sales

 

$

6,977,441

 

 

$

968,731

 

 

$

7,946,172

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2024:

 

 

 

 

 

 

 

 

 

Automotive

 

 

13,050,096

 

 

$

171,094

 

 

$

13,221,190

 

Non-automotive

 

 

6,510,624

 

 

 

3,150,765

 

 

 

9,661,389

 

Total net sales

 

$

19,560,720

 

 

$

3,321,859

 

 

$

22,882,579

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2023:

 

 

 

 

 

 

 

 

 

Automotive

 

$

15,150,117

 

 

$

95,464

 

 

$

15,245,581

 

Non-automotive

 

 

7,045,250

 

 

 

2,435,997

 

 

 

9,481,247

 

Total net sales

 

$

22,195,367

 

 

$

2,531,461

 

 

$

24,726,828

 

v3.24.3
Inventories (Tables)
9 Months Ended
Sep. 30, 2024
Tables/Schedules  
Inventories

A summary of inventories at the dates indicated is as follows:

 

 

September 30, 2024

 

 

December 31, 2023

 

Raw material

 

$

2,956,245

 

 

$

2,878,869

 

Work-in-process

 

 

2,027,415

 

 

 

2,374,795

 

Finished goods

 

 

2,961,122

 

 

 

2,614,989

 

Inventories, gross

 

 

7,944,782

 

 

 

7,868,653

 

Valuation reserves

 

 

(540,000

)

 

 

(541,000

)

Inventories, net

 

$

7,404,782

 

 

$

7,327,653

 

v3.24.3
Segment Reporting (Tables)
9 Months Ended
Sep. 30, 2024
Tables/Schedules  
Schedule of Segment Reporting by Segment

 

Fastener

 

 

Assembly Equipment

 

 

Unallocated Corporate

 

 

Consolidated

 

Three Months Ended September 30, 2024:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

5,927,316

 

 

$

1,042,605

 

 

 

-

 

 

$

6,969,921

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

305,612

 

 

 

18,384

 

 

 

540

 

 

 

324,536

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating profit

 

 

95,902

 

 

 

(111,368

)

 

 

-

 

 

 

(15,466

)

Selling and administrative expenses

 

 

-

 

 

 

-

 

 

 

(808,105

)

 

 

(808,105

)

Interest income

 

 

-

 

 

 

-

 

 

 

28,146

 

 

 

28,146

 

Loss before income taxes

 

 

 

 

 

 

 

 

 

 

$

(795,425

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

307,773

 

 

 

2,959

 

 

 

-

 

 

 

310,732

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment assets:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

4,270,096

 

 

 

336,704

 

 

 

-

 

 

 

4,606,800

 

Inventories, net

 

 

6,032,338

 

 

 

1,372,444

 

 

 

-

 

 

 

7,404,782

 

Assets held for sale

 

 

-

 

 

 

348,400

 

 

 

-

 

 

 

348,400

 

Property, plant and equipment, net

 

 

8,935,154

 

 

 

1,042,448

 

 

 

1,019,052

 

 

 

10,996,654

 

Other assets

 

 

-

 

 

 

-

 

 

 

3,034,879

 

 

 

3,034,879

 

 

 

 

 

 

 

 

 

 

 

$

26,391,515

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2023:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

6,977,441

 

 

$

968,731

 

 

 

-

 

 

$

7,946,172

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

276,989

 

 

 

30,732

 

 

 

602

 

 

 

308,323

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating profit (loss)

 

 

(773,213

)

 

 

166,927

 

 

 

-

 

 

 

(606,286

)

Selling and administrative expenses

 

 

-

 

 

 

-

 

 

 

(625,701

)

 

 

(625,701

)

Interest income

 

 

-

 

 

 

-

 

 

 

16,945

 

 

 

16,945

 

Loss before income taxes

 

 

 

 

 

 

 

 

 

 

$

(1,215,042

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

189,614

 

 

 

-

 

 

 

 

 

 

189,614

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment assets:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

5,410,548

 

 

 

395,760

 

 

 

-

 

 

 

5,806,308

 

Inventories, net

 

 

7,269,490

 

 

 

1,525,706

 

 

 

-

 

 

 

8,795,196

 

Property, plant and equipment, net

 

 

9,672,334

 

 

 

1,211,301

 

 

 

1,007,590

 

 

 

11,891,225

 

Other assets

 

 

-

 

 

 

-

 

 

 

3,592,401

 

 

 

3,592,401

 

 

 

 

 

 

 

 

 

 

 

$

30,085,130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2024:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

19,560,720

 

 

$

3,321,859

 

 

 

-

 

 

$

22,882,579

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

890,986

 

 

 

77,352

 

 

 

1,620

 

 

 

969,958

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating profit

 

 

195,190

 

 

 

575,173

 

 

 

-

 

 

 

770,363

 

Selling and administrative expenses

 

 

-

 

 

 

-

 

 

 

(2,388,393

)

 

 

(2,388,393

)

Interest income

 

 

-

 

 

 

-

 

 

 

101,285

 

 

 

101,285

 

Loss before income taxes

 

 

 

 

 

 

 

 

 

 

$

(1,516,745

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

427,000

 

 

 

282,395

 

 

 

-

 

 

 

709,396

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2023:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

22,195,367

 

 

$

2,531,461

 

 

 

-

 

 

$

24,726,828

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

822,304

 

 

 

92,196

 

 

 

5,930

 

 

 

920,430

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating profit (loss)

 

 

(2,294,932

)

 

 

443,408

 

 

 

-

 

 

 

(1,851,524

)

Selling and administrative expenses

 

 

-

 

 

 

-

 

 

 

(1,845,437

)

 

 

(1,845,437

)

Interest income

 

 

-

 

 

 

-

 

 

 

79,276

 

 

 

79,276

 

Loss before income taxes

 

 

 

 

 

 

 

 

 

 

$

(3,617,685

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

932,309

 

 

 

-

 

 

 

17,553

 

 

 

949,862

 

v3.24.3
Commitments and Contingencies - Additional Information (Details)
3 Months Ended
Mar. 31, 2024
USD ($)
Commitments and contingencies (Note 3)  
Estimate contingent liability $ 243,000
v3.24.3
Revenue - Additional Information (Details)
3 Months Ended
Sep. 30, 2024
USD ($)
Revenue from Contract with Customer [Abstract]  
Revenue realized $ 0
v3.24.3
Revenue (Additional Information) (Details1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01
Sep. 30, 2024
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue remaining performance obligation, amount $ 372,132
Revenue remaining performance obligation, period 3 months
v3.24.3
Revenue - Disaggregation of Revenue (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue $ 6,969,921 $ 7,946,172 $ 22,882,579 $ 24,726,828
UNITED STATES        
Revenue 5,317,285 6,360,306 18,565,724 20,248,872
Non-US        
Revenue 1,652,636 1,585,866 4,316,855 4,477,956
Automotive        
Revenue 3,592,776 5,196,910 13,221,190 15,245,581
NonAutomotive        
Revenue 3,377,145 2,749,262 9,661,389 9,481,247
Fastener        
Revenue 5,927,316 6,977,441 19,560,720 22,195,367
Fastener | UNITED STATES        
Revenue 4,657,979 5,398,688 15,694,640 17,927,910
Fastener | Non-US        
Revenue 1,269,337 1,578,753 3,866,080 4,267,457
Fastener | Automotive        
Revenue 3,578,390 5,184,547 13,050,096 15,150,117
Fastener | NonAutomotive        
Revenue 2,348,926 1,792,894 6,510,624 7,045,250
Assembly Equipment        
Revenue 1,042,605 968,731 3,321,859 2,531,461
Assembly Equipment | UNITED STATES        
Revenue 659,306 961,618 2,871,084 2,402,734
Assembly Equipment | Non-US        
Revenue 383,299 7,113 450,775 128,727
Assembly Equipment | Automotive        
Revenue 14,386 12,363 171,094 95,464
Assembly Equipment | NonAutomotive        
Revenue $ 1,028,219 $ 956,368 $ 3,150,765 $ 2,435,997
v3.24.3
Income Taxes - Additional Information (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Effective Income Tax Rate Reconciliation [Line Items]          
Effective tax rates (81.90%) 20.70% (32.00%) 21.00%  
Valuation allowance $ 961,755   $ 961,755    
Deferred tax expense $ 651,196   $ 485,739 $ (703,599)  
Domestic Country [Member]          
Effective Income Tax Rate Reconciliation [Line Items]          
Tax loss carryforwards         $ 5,711,828
State [Member]          
Effective Income Tax Rate Reconciliation [Line Items]          
Tax loss carryforwards         $ 2,997,091
v3.24.3
Inventories - Inventories (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Details      
Raw material $ 2,956,245 $ 2,878,869  
Work-in-process 2,027,415 2,374,795  
Finished goods 2,961,122 2,614,989  
Inventories, gross 7,944,782 7,868,653  
Valuation reserves (540,000) (541,000)  
Inventories, net $ 7,404,782 $ 7,327,653 $ 8,795,196
v3.24.3
Segment Reporting - Schedule of Segment Reporting by Segment (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Net sales $ 6,969,921 $ 7,946,172 $ 22,882,579 $ 24,726,828  
Depreciation 324,536 308,323 969,958 920,430  
Segment operating profit (loss) (15,466) (606,286) 770,363 (1,851,524)  
Selling and administrative expenses (808,105) (625,701) (2,388,393) (1,845,437)  
Interest income 28,146 16,945 101,285 79,276  
Loss before income taxes (795,425) (1,215,042) (1,516,745) (3,617,685)  
Capital expenditures 310,732 189,614 709,396 949,862  
Accounts receivable, net 4,606,800 5,806,308 4,606,800 5,806,308 $ 4,275,882
Inventories, net 7,404,782 8,795,196 7,404,782 8,795,196 7,327,653
Assets held for sale 348,400   348,400    
Property, plant and equipment, net 10,996,654 11,891,225 10,996,654 11,891,225 11,665,082
Other assets 3,034,879 3,592,401 3,034,879 3,592,401  
Total assets 26,391,515 30,085,130 26,391,515 30,085,130 $ 27,830,905
Fastener          
Net sales 5,927,316 6,977,441 19,560,720 22,195,367  
Depreciation 305,612 276,989 890,986 822,304  
Segment operating profit (loss) 95,902 (773,213) 195,190 (2,294,932)  
Selling and administrative expenses 0 0 0 0  
Interest income 0 0 0 0  
Capital expenditures 307,773 189,614 427,000 932,309  
Accounts receivable, net 4,270,096 5,410,548 4,270,096 5,410,548  
Inventories, net 6,032,338 7,269,490 6,032,338 7,269,490  
Assets held for sale 0   0    
Property, plant and equipment, net 8,935,154 9,672,334 8,935,154 9,672,334  
Other assets 0 0 0 0  
Assembly Equipment          
Net sales 1,042,605 968,731 3,321,859 2,531,461  
Depreciation 18,384 30,732 77,352 92,196  
Segment operating profit (loss) (111,368) 166,927 575,173 443,408  
Selling and administrative expenses 0 0 0 0  
Interest income 0 0 0 0  
Capital expenditures 2,959 0 282,395 0  
Accounts receivable, net 336,704 395,760 336,704 395,760  
Inventories, net 1,372,444 1,525,706 1,372,444 1,525,706  
Assets held for sale 348,400   348,400    
Property, plant and equipment, net 1,042,448 1,211,301 1,042,448 1,211,301  
Other assets 0 0 0 0  
Unallocated Corporate          
Net sales 0 0 0 0  
Depreciation 540 602 1,620 5,930  
Segment operating profit (loss) 0 0 0 0  
Selling and administrative expenses (808,105) (625,701) (2,388,393) (1,845,437)  
Interest income 28,146 16,945 101,285 79,276  
Capital expenditures 0 0 0 17,553  
Accounts receivable, net 0 0 0 0  
Inventories, net 0 0 0 0  
Assets held for sale 0   0    
Property, plant and equipment, net 1,019,052 1,007,590 1,019,052 1,007,590  
Other assets $ 3,034,879 $ 3,592,401 $ 3,034,879 $ 3,592,401  
v3.24.3
Exit and Disposal - Additional Information (Details) - USD ($)
3 Months Ended
Jul. 01, 2024
Sep. 30, 2024
Restructuring Cost and Reserve [Line Items]    
Closure of manufacturing facility date Oct. 01, 2024  
Employee wages   $ 8,060
Cost of goods expenses for direct and indirect labor   30,517
One-time Termination Benefits    
Restructuring Cost and Reserve [Line Items]    
Restructuring cost incurred   64,856
Employee Travel    
Restructuring Cost and Reserve [Line Items]    
Restructuring cost incurred   40,277
Moving Expenses    
Restructuring Cost and Reserve [Line Items]    
Restructuring cost incurred   $ 27,563

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