CHICAGO RIVET & MACHINE CO
10-Q, 1997-08-13
METALWORKG MACHINERY & EQUIPMENT
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

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

For the Quarter ended June 30, 1997             Commission File Number    0-1227
                      -------------


                          CHICAGO RIVET & MACHINE CO.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          ILLINOIS                                        36-0904920
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

     P. O. Box 3061
     90l Frontenac Road
     Naperville, Illinois                                       60566
- --------------------------------                       ------------------------
(Address of principal executive office)                       (Zip Code)


Registrant's telephone number, including area code     (630)  357-8500
                                                    ----------------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.


Yes       X                           No
     -----------                          ------------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

     Class                                      Outstanding at June 30, 1997
 --------------                                 ----------------------------

COMMON STOCK, $2.00 PAR VALUE                                585,448 SHARES
                                                          ------------------

                      DOCUMENTS INCORPORATED BY REFERENCE
                      -----------------------------------

(1)  Portions of the Company's Interim Report to Shareholders for the Quarter
ended June 30, 1997 are incorporated by reference in Part I of this Report.



<PAGE>   2



                          CHICAGO RIVET & MACHINE CO.
                          ---------------------------

                                     INDEX
                                     -----


PART I.             FINANCIAL INFORMATION                            Page No.
                                                                     --------


     Consolidated Balance Sheets at June 30, 1997                        2-3 
      and December 31, 1996.                                                 
                                                                             
     Consolidated Statements of Operations for the Three and Six             
      Months Ended June 30, 1997 and 1996  .                               4 
                                                                             
     Consolidated Statements of Retained Earnings for the                    
      Six Months Ended June 30, 1997 and 1996.                             5 
                                                                             
     Consolidated Statements of Cash Flows for the Six                       
      Months Ended June 30, 1997 and 1996.                                 6 
                                                                             
     Notes to the Consolidated Financial Statements                      7-8 
                                                                             
     Management's Discussion and Analysis of Financial                       
      Condition and Results of Operations                               9-10 
                                                                             
                                                                   
                                                                   
PART II.            OTHER INFORMATION                                 11-17























<PAGE>   3



                          CHICAGO RIVET & MACHINE CO.
                          Consolidated Balance Sheets
                      June 30, 1997 and December 31, 1996

                                     Assets


                                           June 30,            December 31,
                                             1997                 1996
                                          ------------        -------------
                                           (unaudited)
Current Assets:
 Cash and cash equivalents                $  4,569,909        $  3,215,688
 Certificates of deposit                     1,975,403             705,407
 U. S. Government securities                       ---             396,815
 Accounts receivable - net of allowances     5,411,833           5,028,885
 Inventories:
  Raw materials                              1,367,461           1,715,685
  Work in process                            1,795,214           2,318,535
  Finished goods                             2,623,390           2,864,383
                                          ------------        ------------
 Total inventories                           5,786,065           6,898,603
                                          ------------        ------------

 Deferred income taxes (Note 4)                809,848             813,000

 Other current assets                          322,928             271,973
                                          ------------        ------------

Total Current Assets                        18,875,986          17,330,371
                                          ------------        ------------


Goodwill, net of amortization                      ---               8,348
                                          ------------        ------------

Property, Plant and Equipment
 At Cost:
  Land and improvements                        982,635             982,635
  Buildings and improvements                 5,464,355           5,464,355
  Production equipment, leased
    machines and other                      21,512,530          21,221,316
                                          ------------        ------------
                                            27,959,520          27,668,306
Less - Accumulated Depreciation             14,300,200          13,680,473
                                          ------------        ------------
Net Property, Plant and Equipment           13,659,320          13,987,833
                                          ------------        ------------

Total Assets                              $ 32,535,306        $ 31,326,552
                                          ============        ============






See Notes to the Consolidated Financial Statements

                                      -2-


<PAGE>   4



                          CHICAGO RIVET & MACHINE CO.
                          Consolidated Balance Sheets
                      June 30, 1997 and December 31, 1996
                      Liabilities and Shareholders' Equity


                                                June 30,       December 31,
                                                 1997             1996
                                             ------------      ------------
                                              (unaudited)
Current Liabilities:
 Accounts payable                            $  1,549,830      $  1,257,704
 Contributions due profit - sharing
  and pension plans                               524,977           522,278
 Wages and salaries                             1,017,883           754,791
 Other accrued expenses (Note 5)                  675,021           435,019
 Unearned lease revenue                            63,508            53,411
  Current portion of note payable               1,800,000         1,800,000
  Accrued interest expense                         45,382            47,250
 Federal and state income taxes                   467,164           419,339
                                             ------------      ------------
Total Current Liabilities                       6,143,765         5,289,792
                                                               
Note payable                                    6,300,000         7,200,000
Deferred income taxes (Note 4)                  1,170,359         1,060,000
                                             ------------      ------------
                                                               
Total Liabilities                              13,614,124        13,549,792
                                             ------------      ------------
                                                               
                                                               
Shareholders' Equity:                                          
 Preferred stock, no par value:                                
  authorized 500,000 shares -                                  
  none outstanding                                   ----              ----
                                                               
 Common stock, $2.00 par value:  authorized                    
 2,000,000 shares - issued and outstanding                     
 585,448 and 585,748, respectively              1,170,896         1,171,496
                                                               
 Additional paid - in capital                     460,016           460,252
                                                               
 Retained earnings                             17,290,270        16,145,012
                                             ------------      ------------
                                                               
Total Shareholders' Equity                     18,921,182        17,776,760
                                             ------------      ------------
                                                               
Commitments and Contingencies (Note 3)               ----              ----
                                             ------------      ------------
Total Liabilities and Shareholders' Equity   $ 32,535,306      $ 31,326,552
                                             ============      ============


See Notes to the Consolidated Financial Statements


                                      -3-


<PAGE>   5



                          CHICAGO RIVET & MACHINE CO.
                     Consolidated Statements of Operations
           For the Three and Six Months Ended June 30, 1997 and 1996
                                  (unaudited)

<TABLE>
<CAPTION>
                                                       Three Months Ended                     Six Months Ended
                                                   --------------------------              ------------------------
                                                            June 30,                              June 30,
                                                      1997            1996                   1997            1996
                                                   ----------      ----------              -----------     --------
<S>                                                <C>             <C>                     <C>             <C>
Net sales                                          $ 11,471,977    $  6,055,187            $ 23,275,569    $ 11,273,509
Lease revenue                                            92,825         107,525                 187,878         212,835
                                                   ------------    ------------            ------------    ------------
                                                   $ 11,564,802    $  6,162,712            $ 23,463,447    $ 11,486,344

Cost of goods sold and costs
 related to lease revenue                             7,814,467       4,254,019              16,604,608       7,858,995
                                                   ------------    ------------            ------------    ------------

Gross profit                                          3,750,335       1,908,693               6,858,839       3,627,349

Shipping, selling and
  administrative expenses                             1,889,227       1,254,577               3,591,340       2,430,936
Profit sharing and pension
  expenses                                              200,000          47,500                 340,000         105,000
                                                   ------------    ------------            ------------    ------------
                                                      1,661,108         606,616               2,927,499       1,091,413

Other income and expenses:
Interest income from
  U.S. Government securities
  and certificates of deposit                            46,829          89,049                  81,598         187,323
Interest expense                                       (139,236)            ---                (274,374)            ---
Gain from sale of leased 
  machines and other equipment                          140,959          10,360                 142,459             250
Amortization expense                                     (2,099)         (6,249)                 (8,348)        (12,498)
Other income, net of other expense                        3,863           2,469                   8,573           7,368
                                                   ------------    ------------            ------------    ------------

Income before income taxes                            1,711,424         702,245               2,877,407       1,273,856
Provision for income taxes                              641,000         269,018               1,075,000         490,000
                                                   ------------    ------------            ------------    ------------

Net income                                         $  1,070,424    $    433,227            $  1,802,407    $    783,856
                                                   ============    ============            ============    ============

Average common shares outstanding                       585,722         585,748                 585,735         585,748
                                                   ============    ============            ============    ============
Per share data:
  Net income per share                             $       1.83    $        .74            $       3.08    $       1.34
                                                   ============    ============            ============    ============
  Cash dividends declared per share                $        .30    $        .30            $       1.10    $       1.20
                                                   ============    ============            ============    ============
</TABLE>


See Notes to the Consolidated Financial Statements


                                      -4-
<PAGE>   6


                          CHICAGO RIVET & MACHINE CO.
                  Consolidated Statements of Retained Earnings
                For the Six Months Ended June 30, 1997 and 1996
                                  (unaudited)


                                                        June 30,
                                              ------------------------------
                                                  1997              1996
                                              ------------     -------------
Retained earnings at beginning
 of period                                    $ 16,145,012     $ 15,251,361


Net income for the six  months ended             1,802,407          783,856

Treasury stock retired at cost                     (12,827)             ---

Cash dividends declared in the period -
 $1.10 per share in 1997 and $1.20 per
 share in 1996.                                   (644,322)        (702,898)
                                              ------------     ------------


Retained earnings at end of period            $ 17,290,270     $ 15,332,319
                                              ============     ============





See Notes to the Consolidated Financial Statements


                                      -5-

<PAGE>   7





                          CHICAGO RIVET & MACHINE CO.
                     Consolidated Statements of Cash Flows
                For the Six Months Ended June 30, 1997 and 1996
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                     June 30,
                                                     ------------------------------------
                                                           1997                  1996
                                                     -------------           ------------
<S>                                                  <C>                     <C>
Cash flows from operating activities:
Net income                                           $  1,802,407            $    783,856
Adjustments to reconcile net income to net cash
 provided by operating activities:
 Depreciation and amortization                            680,699                 327,026
 Net gain on the sale of properties                      (142,460)                   (250)
 Deferred income taxes                                    113,511                  (7,930)
 Changes in current assets and current liabilities:
   Accounts receivable, net                              (382,948)               (948,988)
   Inventories                                          1,112,538                 570,232
   Accounts payable                                       292,126                (316,498)
   Other accrued expenses                                 240,002                 218,104
   Accrued wages and salaries                             263,092                  39,740
   Accrued profit sharing                                   2,699                (267,460)
   Taxes payable                                           47,825                (300,210)
   Other, net                                             (42,722)               (176,956)
                                                     ------------            ------------
    Net cash provided (used) by operating activities    3,986,769                 (79,334)
                                                     ------------            ------------

Cash flows from investing activities:
 Capital expenditures                                    (499,898)                (88,244)
 Net proceeds from the sale of properties                 298,521                  16,414
 Proceeds from held-to-maturity securities              1,836,088                 491,549
 Purchases of held-to-maturity securities              (2,709,272)               (294,092)
 Proceeds from available-for-sale securities                  ---               5,895,745
 Purchases of available-for-sale securities                   ---              (1,594,381)
                                                     ------------            ------------
    Net cash provided (used) by investing activities   (1,074,561)              4,426,991
                                                     ------------            ------------

Cash flows from financing activities
 Payments under term loan agreement                      (900,000)                    ---
 Cash dividends                                          (644,322)               (702,898)
 Purchase of Treasury Stock                               (13,665)                    ---
                                                     ------------            ------------
    Net cash used by financing activities              (1,557,987)               (702,898)
                                                     ------------            ------------

Net increase in cash and cash equivalents               1,354,221               3,644,759
Cash and cash equivalents at beginning of period        3,215,688               1,349,093
                                                     ------------            ------------

Cash and cash equivalents at end of period           $  4,569,909            $  4,993,852
                                                     ============            ============
Cash paid during the period for:
 Income taxes                                        $    913,664            $    798,158
 Interest                                            $    274,374            $        ---
</TABLE>


See Notes to the Consolidated Financial Statements


                                      -6-
<PAGE>   8


                          CHICAGO RIVET & MACHINE CO.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

1.     In the opinion of the Company, the accompanying unaudited financial
       statements contain all adjustments necessary to present fairly the 
       financial position of the Company as of June 30, 1997 and December 31,
       1996 and the results of operations and changes in cash flow for the      
       indicated periods.
        
       The Company uses estimated gross profit rates to determine the cost of
       goods sold during interim periods.  Actual results could differ from
       those estimates and will be adjusted, as necessary, following the
       Company's annual physical inventory in the fourth quarter.
        
       The preparation of financial statements in conformity with generally
       accepted accounting principles requires management to make estimates and
       assumptions that affect the reported amounts of assets and liabilities
       and disclosure of contingent assets and liabilities at the date of the
       financial statements and the reported amounts of revenues and expenses
       during the reporting period.  Actual results could differ from those
       estimates.
        
2.     The results of operations for the three month period ending June 30, 1997
       are not necessarily indicative of the results to be expected for the 
       year.

3.     The Company is, from time to time, involved in litigation, including
       environmental claims, in the normal course of business.  With regard to
       environmental claims the Company has been named by state and/or federal
       government agencies as a "potentially responsible party" with respect to
       certain waste disposal sites.  As a potentially responsible party, the
       Company may be considered jointly and severally liable, along with other
       potentially responsible parties, for the cost of remediation of these
       waste sites. The actual cost of remediation is presently unknown;
       however, estimates currently available suggest that the cost of
       remediation at these sites will be between $47 million and $85 million. 
       Despite the joint and several nature of the liability, these proceedings
       are frequently resolved on the basis of the quantity and type of waste
       disposed by the parties.  The actual amount of liability for the Company
       is unknown due to disagreement concerning the allocation of
       responsibility, uncertainties regarding the amount of contribution that
       will be available from other parties and uncertainties related to
       insurance coverage.  After investigation of the quantities and type of
       waste disposed at these sites, it is management's opinion that any
       liability will not be material to the Company's financial condition. 
       Nevertheless, it is unlikely that the Company will not incur significant
       costs associated with these proceedings and accordingly the Company has
       recorded a liability of approximately $250,000 related to these matters.
       The adequacy of this reserve will be reviewed periodically as more
       definitive cost information becomes available.
        



                                      -7-


<PAGE>   9



                          CHICAGO RIVET & MACHINE CO.

            NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CON'T.)
                                  (Unaudited)




4. At June 30, 1997 significant deferred tax liabilities and assets were
   comprised of the following:

          Depreciation                                  $(1,199,433)
                                                        -----------
                                                         (1,199,433)

          Environmental accruals                             99,778
          Inventory valuations                              343,194
          Accrued vacation                                  167,424
          Doubtful accounts                                  75,622
          Accrued pension                                    73,991
          Unearned rental revenue                            25,403
          Other, net                                         53,510
                                                        -----------
                                                            838,922
                                                        -----------
                                                        $  (360,511)
                                                        -----------


5.   Other Accrued Expenses - accrued expenses consist of the following:

                                June 30, 1997       December 31, 1996
                                -------------       -----------------
     
     Environmental costs        $     249,444       $         250,015
     Property taxes                   218,233                  95,037
     Payroll taxes                     84,911                  35,543
     All other items                  122,433                  54,424
                                -------------       -----------------
                                $     675,021       $         435,019
                                =============       =================


6.   The Company extends credit primarily on the basis of 30 day terms to 
     various companies doing business primarily in the automotive and
     appliance industries. The Company has a concentration of credit risk
     primarily within the automotive industry and in the Midwestern United
     States.
        










                                     -8-




<PAGE>   10



                         CHICAGO RIVET & MACHINE CO.

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


     Net sales and lease revenues totaled $11,564,802 during the second quarter
of 1997,  which compares favorably with  net sales and lease  revenues of
$6,162,712 recorded during the second quarter of 1996.  On a year to date
basis,  1997 revenues total $23,463,447 for the first six months, compared with
$11,486,344 recorded in the first half of 1996.  As previously reported, the
Company acquired the assets of H & L Tool Company, Inc. of Madison Heights, MI
("H & L Tool") in December 1996.  All results reported for 1997 reflect the
operation of H & L Tool.  The additional revenues generated by H & L Tool
continue to account for the vast majority of the change in revenue from the
corresponding year earlier period.

     Net income for the second quarter of 1997 increased to $1,070,424 or $1.83
per share on 585,722 average shares outstanding during the second quarter of
1997.  This compares favorably with the year earlier period when earnings
amounted to $433,227 or $.74 per share on 585,748 average shares outstanding.
For the first half of 1997, net income increased to $1,802,407 or $3.08 per
share on 585,735 average shares outstanding, compared with the first half of
1996 when net income amounted to $783,856 or $1.34 per share on 585,748 average
shares outstanding.  Once again,  the additional revenues associated with H & L
Tool were the largest single factor contributing to the increase in second
quarter income. Other positive factors affecting second quarter earnings
include a gain of approximately $.20 per share related to adjustments to
certain cost of sales estimates and a gain of approximately $.15 per share from
the sale of certain idle  assets.   Results for the second quarter were
substantially better than anticipated,  in part due to a few relatively large
orders that are not of a repetitive nature.

     Selling, general and administrative expenses increased by approximately
$634,000 over the amount reported for the second quarter of 1996, and by
approximately $1,160,000 for the first six months of 1997 compared to the first
six months of 1996.  This category of expense has increased, in absolute terms,
primarily due to additional expenses associated with H & L Tool.  When measured
as a percentage of sales, however, this category of expense has declined.
Working capital at the end of the second quarter amounted to approximately $12.7
million, an increase of approximately $700,000 from year end 1996.   The decline
in inventory levels at the end of the second quarter of 1997 relative to year
end 1996 reflects both a reduction in the overall quantity of inventory on hand
as well as the realization of approximately $190,000 of "step-up" value
associated with the acquisition of inventory at H & L Tool, as discussed in
previous reports.  Inventory levels are considered appropriate for the current
level of business activity.  Late in 1996, in connection with the purchase of H
& L Tool, the Company borrowed $9.0 million, on an unsecured basis, subject to
certain customary covenants.  Under the terms of the note evidencing such debt,
the Company will repay the principal in 20 quarterly installments of $450,000,
plus interest computed on the unpaid balance at a variable rate that is
calculated under one of two methods: the LIBOR rate plus 80 basis points; or the
lender's reference rate, less 75 basis points.  The rate is adjusted quarterly
and at the end of the second quarter of 1997 was approximately 6.7% and the
outstanding principal balance was $8.1 million. The $1.0 million
        
                                      -9-


<PAGE>   11



line of credit originally obtained in connection with the acquisition was
extended through May  1998 and at June 30, 1997 it remained unused.  The Company
believes that its existing cash, cash equivalents, short-term investments and
existing borrowings will be sufficient to provide adequate working capital
through at least the next twelve months.

     The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share" in
February 1997. This statement establishes new standards for computing and
presenting earnings per share. This statement is effective for financial
statements issued for periods ending after December 15, 1997; earlier adoption
is not permitted. Adoption of this statement is not expected to have a
significant impact on the Company's computation and presentation of earnings per
share.      
        
        The FASB issued SFAS No. 130, "Reporting Comprehensive Income" in June
1997. In addition to net income, comprehensive income includes items recorded
directly to stockholder's equity, such as preferred stock accretion, preferred
stock dividends and the income tax benefit related to the exercise of certain
stock options. This statement is effective for fiscal years beginning after
December 15, 1997 and is not expected to have a significant impact on the
Company's financial statement presentation.

     The FASB issued SFAS No. 131, "Disclosures about Segments of an Enterprise
and Related Information" in June 1997. This statement establishes new standards
for reporting information about operating segments in interim and annual
financial statements, and is effective for fiscal years beginning after December
15, 1997. The Company is currently evaluating the impact this statement will
have on the consolidated financial statements.

     Continuing efforts to solicit new fastener business from both new and
existing customers were moderately successful during the second quarter, but a
general decline in demand for automatic rivet setting machinery continues to
dampen our optimism for the balance of the current year. Recent automobile
production has been below year earlier levels,  and we see no evidence of an
increase in activity in the near term.  Indeed, our third quarter historically
is relatively weak as many of our major customers operate on reduced schedules
related to vacation shutdowns.  Aggressive marketing efforts and a sharp focus
on controlling manufacturing costs will be necessary in order to participate in
the somewhat more limited opportunities that will exist in the coming months.
While we do not expect the second half of 1997 will be quite as successful as
the first half, we are confident that the Company is well prepared to take
advantage of any opportunities that lie ahead.

     See the Company's Interim Report to Shareholders for the quarter ended
June 30, 1997 for additional information.  This section is incorporated by
reference.  The interim report is filed as an exhibit to this report.

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, among other things, fluctuations in general
economic conditions, consumer demand, the gain or loss of a key customer, the
price and availability of  the Company's primary raw materials and the ability
of the Company to successfully integrate H & L Tool into its operations. 
Therefore, readers are cautioned not to place undue reliance upon such
forward-looking statements.
        





                                      -10-

<PAGE>   12



                         PART II  --  OTHER INFORMATION



Item 4. Submission of matters to a vote of security holders

     The Company's Annual Meeting of Stockholders was held on May 13, 1997.  At
the meeting, 89.3% of the outstanding shares of the Company's voting stock was
represented in person or by proxy.  The only proposal voted upon was the
election of six directors for a term ending at the Annual Meeting in 1998.  The
six persons nominated by the Company's Board of Directors received the
following votes and were elected:


           NAME                       FOR                WITHHELD
           ----                       ---                --------
     
     John A. Morrissey              514,904               7,971
     Walter W. Morrissey            514,884               7,991
     Robert K. Brown                514,658               8,217
     John C. Osterman               514,904               7,971
     John R. Madden                 513,484               9,391
     Stephen L. Levy                513,328               9,547
     

     As to this proposal, there were no broker non-votes.



Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

             19.1 Interim Report to Shareholders for the quarter ended June 30,
                  1997.

             27.1  Financial Data Schedule.

     (b)  Reports on Form 8-K

            No reports on Form 8-K were filed during the three months ended 
            June 30, 1997.







                                      -11-

<PAGE>   13




                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            CHICAGO RIVET & MACHINE CO.
                                            ---------------------------
                                                    (Registrant)


Date:  August 13, 1997


                                            /s/     John A. Morrissey
                                            ----------------------------------
                                                    John A. Morrissey
                                            Chairman of the Board of Directors
                                            and Chief Executive Officer


Date:  August 13, 1997


                                            /s/     John C. Osterman
                                            ----------------------------------
                                                    John C. Osterman
                                            President, Chief Operating
                                            Officer and Treasurer (Principal
                                            Financial Officer)


Date:  August 13, 1997


                                            /s/     Stephen D. Voss
                                            ----------------------------------
                                                    Stephen D. Voss
                                            Assistant Treasurer and Controller
















                                     -12-

<PAGE>   14




                          CHICAGO RIVET & MACHINE CO.

                                    EXHIBITS


                               INDEX TO EXHIBITS



Exhibit
Number                                                         Page
- -------                                                        ----

 19.1           Interim Report to Shareholders for the
                quarter ended June 30, 1997.                  14 - 16

 27.1           Financial Data Schedule                          17





















                                      -13-




<PAGE>   1


                                EXHIBIT  19.1

     To Our Shareholders:

     The comparative results of operations of Chicago Rivet &  Machine Co. for
the second quarter and first six months of  1997 and 1996 are summarized below.
Results for 1997 include the operations of the Company's H & L Tool division,
which was acquired in December 1996.

     Results for the second quarter of this year were excellent.  Net sales and
lease revenues totaled $11,564,802 during the second quarter of 1997,  which
compares favorably with net sales and lease  revenues of  $6,162,712 recorded
during the second quarter of 1996.  On a year to date basis,  1997 revenues
total $23,463,447 for the first six months, compared with $11,486,344 recorded
in the first half of 1996.  Year to year revenue comparisons for both the
second quarter and the first six months are favorable for the majority of the
Company's products,  although, additional revenues from the Company's H & L
Tool operation continue to account for the vast majority of the change in
revenue from the corresponding year earlier period.

     Net income was up sharply, totaling $1,070,424 or $1.83 per share on
585,722 average shares outstanding during the second quarter of 1997.  This
compares favorably with the year earlier period when earnings amounted to
$433,227 or $.74 per share on 585,748 average shares outstanding.  For the
first half of 1997, net income increased to $1,802,407 or $3.08 per share on
585,735 average shares outstanding, compared with the first half of 1996 when
net income amounted to $783,856 or $1.34 per share on 585,748 average shares
outstanding.  Once again,  the additional revenues associated with H & L Tool
were the largest single factor contributing to the increase in second quarter
income. Other positive factors affecting second quarter earnings include
improvements in gross margins as manufacturing costs remained under tight
control, a gain of approximately $.20 per share related to adjustments to
certain cost of sales estimates and a gain of approximately $.15 per share from
the sale of certain, idle assets.

     We continue to be pleased with the operating results at all facilities.
Although results for the second quarter were substantially better than
anticipated,  in part due to a few relatively large orders that are not of a
repetitive nature,  overall, our markets are sluggish.  Continuing efforts to
solicit new fastener business from both new and existing customers were
moderately successful during the second quarter, but a general decline in demand
for automatic rivet setting machinery continues to dampen our optimism for the
balance of the current year. Recent automobile production has been below year
earlier levels,  and we see no evidence of an increase in activity in the near
term.  Indeed, our third quarter historically is relatively weak as many of our
major customers operate on reduced schedules related to vacation shutdowns. 
Aggressive marketing efforts and a sharp focus on controlling manufacturing
costs will be necessary in order to participate in the somewhat more limited
opportunities that will exist in the coming months. While we do not expect the
second half of 1997 will be quite as successful as the first half, we are
confident that the Company is well prepared to take advantage of any
opportunities that lie ahead.
        
                               Respectfully yours,

            John A. Morrissey                       John C. Osterman
                Chairman                                President

July 23, 1997




                                      -14-



<PAGE>   2




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, among other things, fluctuations in general
economic conditions, consumer demand, the gain or loss of a key customer, the
price and availability of  the Company's primary raw materials and the ability
of the Company to successfully integrate H & L Tool into its operations. 
Therefore, readers are cautioned not to place undue reliance upon such
forward-looking statements.
        







                                     -15-


<PAGE>   3

                         CHICAGO RIVET & MACHINE CO.
                Summary of Consolidated Results of Operations
                  For the Three and Six Months Ended June 30


<TABLE>
<CAPTION>
                                  SECOND QUARTER               FIRST SIX MONTHS
                             ----------------------------  -----------------------------
                                 1997              1996       1997              1996
                             -------------   ------------  -------------   -------------
<S>                          <C>             <C>           <C>             <C>
Net sales and lease revenue  $  11,564,802   $  6,162,712  $  23,463,447   $  11,486,344
Income before taxes              1,711,424        702,245      2,877,407       1,273,856
Income after taxes               1,070,424        433,227      1,802,407         783,856
Net income per share                  1.83            .74           3.08            1.34
Average shares outstanding         585,722        585,748        585,735         585,748
- ----------------------------------------------------------------------------------------
                                   (All figures subject to year end audit)
</TABLE>












                                     -16-

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                       4,569,909
<SECURITIES>                                 1,975,403
<RECEIVABLES>                                5,537,844
<ALLOWANCES>                                   126,011
<INVENTORY>                                  5,786,065
<CURRENT-ASSETS>                            18,875,986
<PP&E>                                      27,959,520
<DEPRECIATION>                              14,300,200
<TOTAL-ASSETS>                              32,535,306
<CURRENT-LIABILITIES>                        6,143,765
<BONDS>                                      6,300,000
                                0
                                          0
<COMMON>                                     1,170,896
<OTHER-SE>                                  17,750,286
<TOTAL-LIABILITY-AND-EQUITY>                32,535,306
<SALES>                                     23,275,569
<TOTAL-REVENUES>                            23,463,447
<CGS>                                       16,604,608
<TOTAL-COSTS>                               16,604,608
<OTHER-EXPENSES>                             3,931,340
<LOSS-PROVISION>                                15,000
<INTEREST-EXPENSE>                             274,374
<INCOME-PRETAX>                              2,877,407
<INCOME-TAX>                                 1,075,000
<INCOME-CONTINUING>                          1,802,407
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,802,407
<EPS-PRIMARY>                                     3.08
<EPS-DILUTED>                                     3.08
        

</TABLE>


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