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CONFORMED
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X Annual Report Pursuant to Section 13 or 15(d)
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of the Securities Exchange Act of 1934
For the fiscal year ended October 31, 1998
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Commission file number 0-6056
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Transition report pursuant to Section 13 or 15(d)
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of the Securities Exchange Act of 1934
For the transition period from to
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MICHIGAN RIVET CORPORATION
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(Exact name of registrant as specified in its charter)
Michigan 38-1887153
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
13201 Stephens Road, Warren, Michigan 48089
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (810) 754-5100
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, $1.00 Par Value None
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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 periods 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 .
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates (127,293)
of the registrant as of December 4, 1998 was $1,782,102.
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The number of shares outstanding of the registrant's common stock as of December
4, 1998 was 638,525.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the 1999 Annual Meeting of Shareholders are
incorporated by reference into Items 10, 11, 12 and 13.
PART I
Item 1. BUSINESS
Michigan Rivet Corporation ("MRC") manufactures steel fasteners, principally
rivets and hinge pins, which are, in general, sold as original equipment to the
automotive industry. The fasteners range in size from a diameter of 1/8 of an
inch to 5/8 of an inch and are manufactured to customers' designs and
specifications through wire drawing, cold extrusion, cold heading and certain
secondary machining operations.
A wholly owned subsidiary of MRC, The McLaughlin Company ("McL"), manufactures a
wide variety of specialized steel nuts, nut and washer assemblies and special
fasteners which are sold as original equipment to the automotive industry and as
standard products to a wide variety of manufacturers. The nuts range in size up
to 1 inch across the flats and are manufactured through cold extrusion, cold
heading, stamping, tapping and certain other secondary operations.
Both MRC's and McL's (collectively referred to as "Company") business is
entirely within a single industry segment.
Manufacturing and Machining Operations
MRC purchases pickled and lubricated cold rolled steel rod ranging in diameter
from 7/32 of an inch to 45/64 of an inch. Charter Steel and American Steel and
Wire are the primary sources for raw material with a normal six week
availability. The steel rod is forced through a wire drawer consisting of one or
more dies, each of a smaller diameter than the preceding die. The rod is thereby
converted into cold rolled wire.
The cold rolled wire is then fed into a cold header, either directly or after
being forced through another wire drawer attached to the header. In the header
the wire is first cut into slugs, which may vary in length from 1/4 of an inch
to approximately five inches. These slugs are then forced or "hit" into one or
more dies to produce formed steel parts. The cold headers owned by MRC generally
cut and force or "hit" the slugs to size at rates of 60 to 300 "hits" per
minute. The drawing and heading operations are conducted with the steel rod and
wire at room temperature. Hence, the process is called "cold" heading.
Some of MRC's fasteners require secondary machining operations, which include
drilling, broaching, annealing (to soften the part), tumbling (to remove burrs
and other irregularities), trimming, pointing, grooving, thread-rolling,
knurling and assembly. Other secondary
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operations, such as plating and heat-treating, are performed on some of MRC's
products by outside suppliers of such services.
McL's operations are very similar to those of MRC. Instead of purchasing cold
rolled steel rod and converting it into wire through the drawing process, McL
purchases the wire in a form ready to be fed into a cold header, principally
from Super Steel Treating Company. McL also purchases coiled flat stock which is
used in presses to manufacture floating cage nuts, clinch nuts, and washers for
the nut and washer assemblies.
While MRC's manufacturing process produces little waste, McL's process produces
slugs from the nut forming operation, offal from stampings and turnings from
tapping. Besides tapping, other secondary operations performed by McL are
washing, tumbling, locking and staking. All products manufactured by the Company
are subjected to quality control review through the various stages of
production.
Management believes that the Company is in substantial compliance with all
existing laws and regulations pertaining to protection of the environment and
does not anticipate that continued compliance will have any material effect on
the Company or its operations.
Customers and Marketing
The Industry Information, which includes the names of the Company's major
customers, set forth in Note 1 to the consolidated financial statements included
in Item 8 of this report is incorporated herein by reference. The loss of any
major domestic automobile producer as a customer would have a materially adverse
effect upon the Company's business.
The production of motor vehicles is generally reduced during July and August of
each year while retooling occurs to accommodate design changes for the
forthcoming model year. To this extent, the automotive industry, upon which the
Company is primarily dependent for its business, can be characterized as
seasonal in nature. However, the Company's production of automotive parts
reflects, in large part, periodic releases against customers' purchase orders
that are usually spaced throughout the automotive industry's model year (July to
July). A majority of the Company's orders are in the form of blanket purchase
orders (some covered under long-term contracts), which allows the Company to
manufacture in advance of releases knowing the product is salable for the
current model year. The nature of releases against open orders make it
impossible to determine the value of backlog orders.
The Company sells its fasteners primarily through its own salaried personnel
sales staff and, to a lesser extent, through independent manufacturers'
representatives compensated on a commission basis. The Company also markets
through national distribution centers acting as distributors for standard
products and agents for specialized products.
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Competition
The Company operates in a highly competitive industry. The Company has no
knowledge of its relative position in the general automotive parts industry.
There are a number of cold heading and cold extrusion companies in Michigan
which supply the automotive industry with parts similar to those produced by the
Company and which are larger and have greater resources than the Company. The
Company must also compete with domestic and foreign companies which manufacture
similar parts for the automobile industry by methods other than cold heading and
cold extrusion. There is no dominant supplier in the Company's segment of the
industry. Additionally, the three major domestic automobile manufacturers have
equipment in some of their plants with which they manufacture similar parts for
themselves by cold heading and other methods.
Quality and price are the major factors in supplying parts to the automotive
industry. Quality indexes must be maintained to be a viable source, and the
Company, to date, has been able to compete successfully with other sources of
the automotive parts which it makes. While the Company does not believe that it
is in danger of losing any significant portion of its business to these
automotive customers, no representation can be made that certain parts now made
by the Company may not in the future be made by an automobile manufacturer or by
a competitor of the Company, some by the methods employed by the Company.
Employees
As of December 21, 1998, the Company had approximately 289 employees, of
whom 74 were salaried. Hourly employees are represented by the
International Union, United Automobile, Aerospace and Agricultural
Implement Workers of America.
Other
The success of the Company's business is not dependent upon any material
patents, trademarks, licenses, franchises or concessions held by it. The dollar
amount spent during each of the last two fiscal years on research activities
relating to the development of new products or services or the improvement of
existing products or services is deemed by management to be insignificant. The
Company's export sales were approximately 9.0% of net sales in Fiscal Year 1998.
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Item 2. PROPERTIES
MRC's manufacturing plant and executive offices are located at 13201 Stephens
Road, Warren, Michigan, a suburb of Detroit. There are approximately 150,000
square feet of floor space at the plant, of which 120,000 are devoted to
manufacturing. The warehouse and shipping operations encompass approximately
20,000 square feet with the remainder devoted to office and administration
purposes. The building, and the 7.5 acre parcel on which it is situated, are
owned by MRC subject to an outstanding mortgage in the amount of $2,340,101 at
October 31, 1998.
McL's manufacturing plant and executive offices are located at 1701 Standish
Avenue, Petoskey, Michigan, a city 260 miles north of Detroit. There are
approximately 79,000 square feet of floor space at the plant, of which 76,000
are devoted to manufacturing with the remainder being used for office and
administration purposes. The building and the 5.5 acre parcel on which it is
situated are owned by McL.
The Company owns all of its manufacturing plant and equipment and believes that
all such plant and equipment is well maintained and suited for the purposes
intended. The Company has adequate manufacturing capacity for current operations
and excess capacity for future growth.
Item 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company is a party
or of which any of its property is the subject.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the fiscal year to a vote
of security holders.
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PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The registrant's common stock is traded over-the-counter. The prices shown for
the fiscal years ended October 31, 1998 and 1997 were obtained from a
Detroit-area stock brokerage firm that effects transactions of Company stock
from time to time. Quotations reflect inter-dealer prices, without retail
mark-up, mark-down, or commission and may not necessarily represent actual
transactions. Trading in the registrant's stock is limited and sporadic and
should not be deemed to constitute an established public trading market.
Year Ended Year Ended
Oct. 31, 1998 Oct. 31, 1997
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Bid Ask Bid Ask
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First quarter 8 11 8 9
Second quarter 11 14 7 9
Third quarter 11 15 8 10
Fourth quarter 14 18 8 10
As of December 4, 1998, there were approximately 291 holders of record of the
common stock of MRC.
The Company paid dividends in Fiscal Year 1998 as follows:
Declared: December 17, 1998 Paid: January 26, 1998 12(cent)per share
February 18, 1998 March 30, 1998 12(cent)per share
May 19, 1998 June 22, 1998 12(cent)per share
August 26, 1998 September 30, 1998 12(cent)per share
Item 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Year Ended October 31
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1998 1997 1996 1995 1994
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(In thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Net sales $45,287 $43,013 $41,597 $39,211 $38,375
Net earnings 2,037 1,527 1,333 1,630 44
Total assets 25,760 22,540 21,300 20,655 21,736
Long-term debt 2,059 2,531 3,747 4,437 4,380
Per share of common stock:
Net earnings 3.19 2.39 2.09 2.55 .07
Cash dividends .48 .48 .37 .24 -
</TABLE>
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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This financial review presents management's discussion and analysis of financial
condition and results of operations. This discussion should be read in
conjunction with the consolidated financial statements.
Forward-Looking Statements
This discussion and analysis of financial condition and results of operations,
contain forward-looking statements that are based on management's beliefs,
assumptions, current expectations, estimates and projections. These statements
are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict with regard to
timing, extent, likelihood and degree of occurrence. Therefore, actual results
and outcomes may materially differ from what may be expressed or forecasted in
such forward-looking statements.
1998 vs. 1997
Results of Operations
Net sales increased to $45,287,000 in Fiscal Year 1998, a five percent (5%)
increase from net sales of $43,013,000 in Fiscal Year 1997. The net profit for
Fiscal Year 1998 was $2,037,000 vs. a $1,527,000 profit for Fiscal Year 1997.
The growth in sales resulted from a combination of new products, increased
volume, and change in product mix. Sales to Ford, General Motors,
DaimlerChrysler and their suppliers as a percent to total sales was 90% in
Fiscal Year 1998 and 91% for Fiscal Year 1997.
Cost of sales as a percentage of net sales was 84% for Fiscal Year 1998 and 86%
for the prior year.
Some major cost changes were as follows:
- - A reduction of $350,000 for FAS 106 accrual due to contractual and
personnel changes.
- - A reduction of 23% for excess freight costs to customers and 3.4% lower
tooling costs which totaled $158,000.
- - A reduction of 3.3% for raw material costs due to changes in some types
used and product mix which amounted to $400,000.
Selling, general and administrative expenditures as a percentage of net sales
remained at 8.3% of sales for Fiscal Year 1998 and 1997. The dollar amount was
an increase of $175,000 from the prior year. This was primarily a result of
increased bonus provision and write off of uncollectible accounts.
Proceeds received from the sale of obsolete and excess equipment were $696,000
in Fiscal Year 1998 and $179,000 in Fiscal Year 1997.
Interest expense decreased $13,000 from the prior year due to lower short-term
notes and interest rates from the bank.
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Liquidity and Capital Resources
The interest rate on $2,340,000 of the Company's Mortgage and Long Term
Equipment Loan Agreements with the Company's lending institution, Comerica Bank,
was at the bank's prime rate. The Revolving Credit available remains at
$5,000,000 with the interest rate at equal to 25 basis points below the bank's
prime rate. The Company is in compliance with all the covenants of the lending
agreement.
The Company's cash decreased $568,000 from the beginning of the Fiscal Year
1998. Cash flow from operating activities was $2,153,000 in Fiscal Year 1998,
due primarily to earnings, non-cash expenses for depreciation and accrued
postretirement benefits. Cash of $3,110,000 was used to acquire equipment and
pay short and long term debt. Cash of $306,000 was used to pay dividends to
shareholders. As of October 31, 1998, the Company had $3,952,000 available under
its revolving line of credit. Expenditures for additional equipment during
Fiscal year 1999 are presently expected to approximate $2,300,000 which are
projected to be financed from cash generated from operations and cash from the
revolving credit line.
The Company is continuing to review the costs of all parts and when necessary
request price adjustments from our customers. The Company has had some success,
about ten percent, in attaining a few price adjustments. The Company will
continue its long range capital improvements plan to upgrade major production
equipment on an orderly, as needed basis and, to evaluate all current outside
operations. There can be no assurance that the Company's projections will be
realized.
Sales to all domestic and foreign customers are quoted at U.S. dollar currency
rates, therefore eliminating any foreign currency risks.
YEAR 2000
The Year 2000 issue ("Y2K") exists because some computer programs use two digits
rather that four to define the applicable year. For instance, these programs
record the year 1998 as "98." Any date-sensitive software may interpret a date
using "00" as the year 1900 rather than the year 2000. This could result in a
system failure or miscalculations causing disruptions of operations, including a
temporary inability to engage in normal business activities.
Readiness
The Company has conducted an inventory and assessment of its information
technology ("IT") systems and non-IT systems (such as building facilities, voice
mail, telephone and other systems containing embedded microprocessors). The
inventory was completed during 1997. The remediation phase and testing phases
were completed during 1998.
The Company's material internal IT systems principally consist of accounting and
manufacturing software applications. The Company has tested these systems and
are assured that all applications are Y2K compliant.
The Company purchases products and services from third parties. The Company has
sought written assurances from its material vendors and suppliers that there
will be no interruption of service or acceptable
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product as a result of the Y2K issue. Based in part on the assurances received
or not received, throughout calendar 1999 the Company will resource work to
mitigate the negative effects on the Company in the event the Y2K issue results
in the unavailability of products or services. The Company cannot assure that
any contingency plans will prevent product or service interruption by one or
more of the Company's third party vendors or suppliers from having a material
adverse effect on the Company.
Cost
The Company expects the costs directly associated with its Y2K efforts to be
minor and under $50,000 total.
Risks
The Company may be at risk from external infrastructure failures, including
electrical power, telephone, and transportation, among others. Investigation and
assessment of infrastructures is beyond the scope and resources of the Company.
Among the risks arising from these sources are the Company's inability to
conduct business in its offices that lose electrical power or experience failure
of elevator, security, HVAC or other building systems, and disruption to Company
business if telephone or cellular communication is unavailable.
Contingencies
The Company has developed contingency plans in regard to its internal systems,
vendor/supplier issues or any of the more global infrastructure issues. The
plan is to create a complete back-up file of all data and if necessary to
manually transact all functions until problem is corrected.
Forward-Looking Statements
The estimates regarding the costs of the Company's Y2K efforts, as well as
statements regarding the potential effect of Y2K issues on the Company and the
Company's plans to deal with issues or contingencies raised by Y2K issues, are
forward-looking statements. These statements are subject to a number of risks
and uncertainties which could cause actual costs, effects or plans to differ
from the discussion above. Among these risks or uncertainties are the following:
- - difficulty in successfully identifying all hardware, software and systems
which may be affected by Y2K problems or which may contain microprocessors
affected by those problems;
- - difficulty in identifying all third parties whose inability to process Y2K
date information may affect the Company;
- - the fact that the Company will have no control over the efforts of material
vendors, suppliers and other providers to address their Y2K issues; and
- - the effect of general economic conditions on the willingness of third
parties to make the expenditures necessary to address Y2K problems which
may affect the Company.
Dividends
Dividends totaling forty-eight cents ($.48) per share were paid in Fiscal Year
1998.
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1997 vs. 1996
Results of Operations
Net sales increased to $43,013,000 in Fiscal Year 1997, a three percent (3%)
increase from net sales of $41,597,000 in Fiscal Year 1996. The net profit for
Fiscal Year 1997 was $1,527,000 vs. a $1,333,000 profit for Fiscal Year 1996.
The growth in sales resulted from a combination of new products, increased
volume, and change in product mix. Sales to Ford, General Motors, Chrysler and
their suppliers as a percent to total sales was 91% in Fiscal Year 1997 and 92%
for Fiscal Year 1996.
Cost of sales as a percentage of net sales remained the same for Fiscal Year
1997 and 1996.
Some major cost changes were as follows:
- - A ten percent (10%) increase in hourly labor due to contractual rate
increases and lower efficiencies.
- - Higher tooling costs due to increased costs and new job set ups.
- - Outside secondary costs were lower due to bringing operations inside at an
overall savings.
- - Cost to acquire QS-9000 certification was $75,000.
Selling, general and administrative expenditures as a percentage of net sales
decreased to 8.3% of sales in Fiscal Year 1997 from 8.6% in Fiscal Year 1996.
The dollar amount was an increase of $28,000 from the prior year. This was
primarily a result of increased commissions, salary wages and bonus provision.
Proceeds received from the sale of obsolete and excess equipment were $179,000
in Fiscal Year 1997 and $78,000 in Fiscal Year 1996.
Interest expense decreased $145,000 from the prior year due to lower short-term
notes and interest rates from the bank.
Liquidity and Capital Resources
The interest rate on $2,900,000 of the Company's Mortgage and Long Term
Equipment Loan Agreements was lowered by 50 basis points to equal the bank's
prime rate. The Revolving Credit available remains at $5,000,000 with the
interest rate reduced 25 basis points to a rate equal to 25 basis points below
the bank's prime rate. The Company is in compliance with all the covenants of
the lending agreement.
The Company's cash increased $119,000 from the beginning of the Fiscal Year
1997. Cash flow from operating activities increased to $3,633,000 in Fiscal Year
1997, due primarily to earnings, non-cash expenses for depreciation and accrued
postretirement benefits and other current liabilities. Cash of $2,959,000 was
used to acquire equipment and pay short and long term debt. Cash of $311,000 was
used to pay dividends to shareholders. As of October 31, 1997, the Company had
$4,800,000 available under its revolving line of credit. Expenditures for
additional equipment during Fiscal year 1998 are presently expected to
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approximate $2,300,000 which are projected to be financed from cash generated
from operations and cash from the revolving credit line.
The Company is continuing to review the costs of all parts and when necessary
request price adjustments from our customers. The Company has had some success,
about ten percent, in attaining a few price adjustments. The Company will
continue its long range capital improvements plan to upgrade major production
equipment on an orderly, as needed basis and, to evaluate all current outside
operations. There can be no assurance that the Company's projections will be
realized.
Dividends
Dividends totaling forty-eight cents ($.48) per share were paid in Fiscal Year
1997 for an increase of 30% over amounts paid in Fiscal Year 1996.
1996 vs. 1995
Results of Operations
Net sales increased to $41,597,000 in Fiscal Year 1996, a six percent (6%)
increase from net sales of $39,211,000 in Fiscal Year 1995. The net profit for
Fiscal Year 1996 was $1,333,000 vs. a $1,630,000 profit for Fiscal Year 1995.
Fiscal Year 1995 profits included life insurance proceeds. The growth in sales
resulted from a combination of new products, increased volume, and change in
product mix. Sales to Ford, General Motors, Chrysler and their suppliers as a
percent to total sales was 92% in Fiscal Year 1996 and 1995.
Cost of sales as a percentage of net sales decreased to 85.4% in Fiscal Year
1996 from 88.0% in Fiscal Year 1995.
Some major cost changes were as follows:
- - A small reduction in hourly direct and indirect labor due to automation and
better utilization of resources.
- - Lower manufacturing costs due to improved tooling and maintenance
procedures.
- - The largest cost reduction came in the fringe benefit area. Workers
Compensation and retiree medical accrual (FAS 106) were the areas that had
significant lower costs. The lower FAS 106 accrual will continue in future
years as a result of the May 1995 agreement with the Union.
Selling, general and administrative expenditures as a percentage of net sales
decreased to 8.6% of sales in Fiscal Year 1996 from 8.7% in Fiscal Year 1995.
The dollar amount was an increase of $145,000 from the prior year. This was
primarily a result of increased sales commissions, salary wage and bonus, and
Michigan Single Business Tax.
Proceeds received from the sale of excess production equipment were $78,000 in
Fiscal Year 1996.
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Interest expense decreased $177,000 from the prior year due to lower short-term
notes and interest rate from the bank.
Liquidity and Capital Resources
The interest rate on $3,000,000 of the Company's Mortgage and Long Term
Equipment Loan Agreements was lowered by .25% to prime +.5%. The Revolving
Credit remains at $5,000,000 with the interest rate reduced .75% to prime. The
Company is in compliance with all the Covenants of the lending agreement.
The Company's cash increased $9,000 from the beginning of the Fiscal Year 1996.
Cash flow from operating activities increased to $2,320,000 in Fiscal Year 1996,
due primarily to earnings and to non-cash expenses for depreciation and the
accrued postretirement benefits. Cash of $2,154,000 was used to acquire
equipment and pay short and long term debt. The Company paid down $309,000 on
its revolving line of credit and at October 31, 1996 had $4,800,000 available
under the agreement. Expenditures for additional equipment during Fiscal Year
1997 are presently expected to approximate $2,300,000, which are projected to be
financed from cash generated from operations and cash from the revolving credit
line.
The Company is continuing to review the costs of all parts and when necessary
request price adjustments from our customers. The Company has had some success
in attaining a few price adjustments in the past year. The Company will continue
its long range capital improvements plan to upgrade major production equipment
on an orderly, as needed basis. There can be no assurance that the Company's
projections will be realized.
Dividends
Dividends totaling thirty-seven cents ($.37) per share were paid in Fiscal Year
1996 for an increase of 54% over amounts paid in Fiscal Year 1995.
Impact of Inflation
The Company maintains data on its costs which allows it to monitor the impact of
changes due in part to inflation and also to other factors such as technological
change. Periodically, usually on a part-by-part basis, increases in costs are
reviewed and are, to the extent allowed by the Company's customers and permitted
by competition, passed along as price increases.
The Company is party to an agreement with one of its major customers which
requires automatic price decreases in future contract years. Although this
provision will prevent the Company from passing along increases in costs related
to the project, the Company believes that it will be able to absorb any such
increases due to increased production efficiencies currently planned.
The Company continues to monitor controllable costs in the areas of labor, raw
material, work-in-process and finished goods inventory, as
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well as other suppliers of goods or services so that assets are used more
productively and margins are improved.
Other
The volatility of the domestic automotive industry and the Company's reliance on
this important customer base for sales causes the reported information not to be
necessarily indicative of future operating results or future financial
conditions for the Company.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
As of the end of the fiscal year, the Company has no material exposure of
market risks related to currency, interest rates or otherwise.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this item is submitted as a separate section of this
report.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
The information called for by the items within this part is included in the
Company's 1999 Proxy Statement, and is incorporated herein by reference, as
follows
Caption(s) in 1999 Proxy Statement
----------------------------------
Item 10. DIRECTORS AND EXECUTIVE
OFFICERS OF THE REGISTRANT........"Election of Directors"
Item 11. EXECUTIVE COMPENSATION................"Executive Compensation"
Item 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT..."Security Ownership of
Management"
Item 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS..........."Certain Relationships and
Related Transactions"
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PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8K
(a) Financial Statements, Schedules and Exhibits
(1) and (2)--The response to this portion of Item 14 is submitted as a
separate section of this report.
(3) Listing of exhibits
3.1--Articles of Incorporation - Previously filed as Exhibit 3
to the registrant's Annual Report on Form 10K for the year ended
October 31, 1982 and incorporated herein by reference.
3.2--Bylaws - Previously filed as Exhibit 3 to the
registrant's Annual Report on Form 10K for the year ended October
31, 1976 and incorporated herein by reference.
21--Subsidiaries of Registrant
(b) No reports on Form 8-K were filed during the last quarter of the
Company's fiscal year ended October 31, 1998.
(c) Exhibits:
See Item 14(a)(3) above.
(d) Financial Statement Schedules:
The response to this portion of Item 14 is submitted as a separate section
of this report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MICHIGAN RIVET CORPORATION
/s/ William B. Stade
-------------------------
William B. Stade
President
1/22/99
-------------------------
Date
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of this registrant and
in the capacities indicated on the 22nd day of January 1999.
/s/ William B. Stade /s/ Kermit L. Knuppenburg
- ------------------------ -----------------------------
William B. Stade Kermit L. Knuppenburg
Chairman of the Board, Director
President and Director
/s/ Anthony W. Livorine /s/ Clark V. Stevens
- ------------------------ -----------------------------
Anthony W. Livorine Clark V. Stevens
Director Director
/s/ William P. Lianos /s/ Charles E. Blank
- ------------------------ ----------------------------
William P. Lianos Charles E. Blank
Exec. V. P. & Treasurer and Director Director
(Principal Financial & Accounting
Officer)
/s/ Anthony J. Caputo
- ------------------------
Anthony J. Caputo
Director
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ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 14(a)(1), (2), and (d)
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
CERTAIN EXHIBITS
FINANCIAL STATEMENT SCHEDULES
YEAR ENDED OCTOBER 31, 1998
MICHIGAN RIVET CORPORATION
WARREN, MICHIGAN
16
<PAGE> 17
FORM 10-K--ITEM 14(a)(1) and (2)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
The following consolidated financial statements of Michigan Rivet Corporation
and subsidiaries are included in Item 8:
Consolidated balance sheets--Years ended October 31, 1998, 1997 and
1996
Consolidated statements of operations and retained earnings--Years
ended October 31, 1998, 1997 and 1996
Consolidated statements of cash flows--Years ended October 31, 1998,
1997 and 1996
Notes to consolidated financial statements--Years ended October 31,
1998, 1997, and 1996
The following consolidated financial statement schedule of Michigan Rivet
Corporation and subsidiaries is included in Item 14(d):
Schedule VIII--Valuation and qualifying accounts
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
17
<PAGE> 18
[PLANTE & MORAN, LLP LETTERHEAD]
================================================================================
Independent Auditor's Report
To the Board of Directors and Stockholders
Michigan Rivet Corporation and Subsidiaries
We have audited the accompanying consolidated balance sheet of Michigan Rivet
Corporation and subsidiaries as of October 31, 1998, 1997 and 1996, and the
related consolidated statements of income and retained earnings and cash flows
for the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Michigan Rivet Corporation and subsidiaries at October 31, 1998, 1997 and 1996,
and the consolidated results of their operations and their cash flows for the
years then ended in conformity with generally accepted accounting principles.
PLANTE & MORAN, LLP
December 10, 1998
<PAGE> 19
MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
October 31
------------------------------------------------------
1998 1997 1996
---------------- ------------------ ------------------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 92,125 $ 660,398 $ 119,372
Accounts receivable, less allowance of
$50,000 in 1998, 1997 and 1996 6,575,512 5,687,051 6,151,075
Inventories:
Finished products 1,636,774 1,722,457 1,311,279
In process 3,773,479 2,708,403 2,664,998
Raw materials 677,551 722,270 728,025
----------- ----------- -----------
Total inventories 6,087,804 5,153,130 4,704,302
Deferred federal income taxes (Note 3) 647,639 597,639 520,211
Prepaid expenses and other current assets 253,734 252,792 189,990
----------- ----------- -----------
Total current assets 13,656,814 12,351,010 11,684,950
OTHER ASSETS 1,048,662 1,004,594 704,191
PROPERTY, PLANT AND EQUIPMENT
Land 125,000 125,000 125,000
Buildings and improvements 5,656,030 5,435,779 5,347,560
Machinery and equipment 20,515,966 19,455,410 18,505,226
----------- ----------- -----------
Total property and equipment 26,296,996 25,016,189 23,977,786
Less accumulated depreciation 15,242,603 15,831,463 15,067,088
----------- ----------- -----------
Net carrying amount 11,054,393 9,184,726 8,910,698
----------- ----------- -----------
Total assets $25,759,869 $22,540,330 $21,299,839
=========== =========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
19
<PAGE> 20
- --------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
October 31
------------------------------------------------------
1998 1997 1996
---------------- ------------------ ------------------
<S> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable to bank (Note 2) $ 848,000 $ -- $ --
Accounts payable 5,053,695 4,441,194 3,813,348
Payroll and employees' benefits 1,431,337 1,121,649 997,522
Other accrued expenses 710,639 602,709 333,535
Current portion of long-term debt (Note 2) 299,061 369,163 684,815
----------- ----------- -----------
Total current liabilities 8,342,732 6,534,715 5,829,220
LONG-TERM DEBT - Net of current portion (Note 2) 2,058,572 2,531,337 3,746,600
ACCRUED POSTRETIREMENT BENEFITS (Note 4) 3,967,643 3,813,570 3,279,140
STOCKHOLDERS' EQUITY
Common stock - $1 par value:
Authorized - 1,000,000 shares
Issued and outstanding - 638,525 shares 638,525 638,525 638,525
Paid-in capital 117,403 117,403 117,403
Retained earnings 10,634,994 8,904,780 7,688,951
----------- ----------- -----------
Total stockholders' equity 11,390,922 9,660,708 8,444,879
----------- ----------- -----------
Total liabilities and -- -- --
stockholders' equity $25,759,869 $22,540,330 $21,299,839
=========== =========== ===========
</TABLE>
20
<PAGE> 21
MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
<TABLE>
<CAPTION>
Year Ended October 31
------------------------------------------------------
1998 1997 1996
---------------- ------------------ ------------------
<S> <C> <C> <C>
NET SALES $45,287,313 $43,013,303 $41,596,542
COSTS AND EXPENSES
Cost of products sold 37,929,455 36,790,532 35,526,431
Selling, administrative and general 3,760,448 3,585,020 3,557,246
Interest 310,703 323,853 469,451
----------- ----------- -----------
Total costs and expenses 42,000,606 40,699,405 39,553,128
----------- ----------- -----------
INCOME - Before federal income taxes 3,286,707 2,313,898 2,043,414
FEDERAL INCOME TAXES (Note 3) 1,250,000 787,000 710,000
----------- ----------- -----------
NET INCOME 2,036,707 1,526,898 1,333,414
RETAINED EARNINGS - Beginning of year 8,904,780 7,688,951 6,590,433
DIVIDENDS ($.48, $.48 and $.37 per share,
respectively) (306,493) (311,069) (234,896)
----------- ----------- -----------
RETAINED EARNINGS - End of year $10,634,994 $ 8,904,780 $ 7,688,951
=========== =========== ===========
NET INCOME PER SHARE $ 3.19 $ 2.39 $ 2.09
=========== =========== ===========
</TABLE>
21
See Notes to Consolidated Financial Statements.
<PAGE> 22
MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended October 31
------------------------------------------------------
1998 1997 1996
---------------- ------------------ ------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 2,036,707 $ 1,526,898 $ 1,333,414
Adjustments to reconcile net income to net cash
from operating activities:
Depreciation 1,089,390 1,044,186 1,059,216
Gain on sale of equipment (239,236) (68,354) (78,326)
Provision for deferred income taxes (65,000) (355,000) --
Provision for postretirement benefits 154,073 534,430 547,056
Changes in operating assets and liabilities:
(Increase) decrease in accounts
receivable (888,461) 464,024 (782,542)
(Increase) decrease in inventories (934,674) (448,828) 264,642
Increase in prepaid expenses
and other assets (30,010) (85,633) (53,839)
Increase in accounts payable and
other accrued expenses 1,030,119 1,021,147 29,926
----------- ----------- -----------
Net cash provided by operating
activities 2,152,908 3,632,870 2,319,547
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment (3,415,595) (1,428,360) (1,148,834)
Proceeds from sale of equipment 695,774 178,500 78,326
----------- ----------- -----------
Net cash used in investing
activities (2,719,821) (1,249,860) (1,070,508)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds (payments) under short-term credit line 848,000 -- (309,000)
Payments on long-term debt (542,867) (1,530,915) (696,453)
Payment of dividends (306,493) (311,069) (234,896)
----------- ----------- -----------
Net cash used in financing
activities (1,360) (1,841,984) (1,240,349)
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH (568,273) 541,026 8,690
CASH - Beginning of year 660,398 119,372 110,682
----------- ----------- -----------
CASH - End of year $ 92,125 $ 660,398 $ 119,372
=========== =========== ===========
</TABLE>
22
See Notes to Consolidated Financial Statements.
<PAGE> 23
MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 1998, 1997 AND 1996
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
include the accounts of Michigan Rivet Corporation and subsidiaries
(collectively, the "Company"). Upon consolidation, significant
intercompany accounts and transactions are eliminated.
DESCRIPTION OF BUSINESS - The Company is a domestic manufacturer of
cold headed steel fasteners, nuts and components, principally for the
automotive industry. Sales to General Motors Corporation, Ford Motor
Company and DaimlerChrysler Corporation, including their suppliers, are
summarized as follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
General Motors Corporation 33% 33% 33%
Ford Motor Company 41% 39% 40%
DaimlerChrysler Corporation 16% 19% 19%
</TABLE>
The Company generally does not require collateral from its customers.
Credit losses from automobile and related manufacturers have been
minimal and within management's expectations.
INVENTORIES - Inventories are stated at the lower of cost or market.
Cost is determined by the last-in, first-out (LIFO) method for certain
inventories (approximately 24 percent, 26 percent and 26 percent of
consolidated inventories at October 31, 1998, 1997 and 1996,
respectively) and the first-in, first-out (FIFO) method for all other
inventories.
Current cost exceeded the balance sheet carrying amount of LIFO
inventories by $468,000, $403,000 and $407,000 in 1998, 1997 and 1996,
respectively.
USE OF ESTIMATES - 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 revenue and expenses during the reporting period.
Actual results could differ from those estimates.
23
<PAGE> 24
MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 1998, 1997 AND 1996
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
PROPERTY, PLANT AND EQUIPMENT - Properties are stated at cost and
include expenditures that materially increase the useful lives of
existing buildings and equipment. Expenditures for normal repairs,
maintenance and production tooling are charged to operations as
incurred. Depreciation is computed principally by the straight-line
method over the estimated useful lives of the related assets.
INCOME TAXES - Under Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes, the liability method is used in
accounting for income taxes. Under this method, deferred tax assets and
liabilities are determined based on differences between financial
reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws in effect. Current taxes payable
or refundable are based on amounts on tax returns for the year.
EMPLOYEE POSTRETIREMENT BENEFITS - The Company provides health care and
life insurance benefits for certain retired employees. This plan is
unfunded and benefits are paid when they are incurred by the retiree.
These benefits are recognized as an expense as employees render
service.
RECLASSIFICATION - Certain prior year amounts have been reclassified to
conform to the current year presentation.
NOTE 2 - DEBT
Notes payable to bank represent borrowings for working capital purposes
under a $5,000,000 short-term revolving line of credit, which is
renewed quarterly and bears interest at the lending institution's prime
rate less .25 percent (prime was 8.0 percent at October 31, 1998). The
weighted average interest rate for 1998, 1997 and 1996 was 8.47
percent, 8.59 percent and 8.99 percent, respectively. Available
borrowings under this agreement are based on a percentage of eligible
accounts receivable.
24
<PAGE> 25
MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 1998, 1997 AND 1996
NOTE 2 - DEBT (CONTINUED)
Long-term debt consists of the following obligations:
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- ---------
<S> <C> <C> <C>
Mortgage note $2,340,101 $2,580,972 $2,821,489
Term note -- -- 633,306
Equipment notes payable -- 288,682 933,830
Other 17,532 30,846 42,790
---------- ---------- ----------
Total 2,357,633 2,900,500 4,431,415
Less current portion 299,061 369,163 684,815
---------- ---------- ----------
Long-term debt portion $2,058,572 $2,531,337 $3,746,600
========== ========== ==========
</TABLE>
The mortgage note is payable in monthly installments of $39,757
including interest, and matures February 1, 2000. The mortgage note
bears interest at the lending institution's prime rate (prime was 8.0
percent at October 31, 1998). The Company's financing agreements
include covenants that require minimum levels of working capital,
tangible net worth and debt to equity ratios. The agreements also
require the lender's approval before cash dividends may be declared or
paid.
Equipment notes payable required monthly payments of $10,174 plus
interest at 9 percent and were repaid in 1998.
Maturities of long-term debt following 1998 are as follows:
<TABLE>
<S> <C>
1999 $ 299,061
2000 2,058,572
</TABLE>
25
<PAGE> 26
MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 1998, 1997 AND 1996
NOTE 2 - DEBT (CONTINUED)
As of October 31, 1998, substantially all of the Company's assets were
mortgaged or otherwise pledged as collateral for the various debt
agreements.
Cash payments for interest were $283,074, $326,493 and $473,295 in
1998, 1997 and 1996, respectively.
NOTE 3 - FEDERAL INCOME TAXES
The provision for income tax expense is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- ----------
<S> <C> <C> <C>
Current expense $1,315,000 $1,142,000 $ 710,000
Deferred benefit (65,000) (355,000) --
---------- ---------- ----------
Total income tax expense $1,250,000 $ 787,000 $ 710,000
========== ========== ==========
Income tax payments $1,275,000 $ 905,000 $ 785,000
========== ========== ==========
The details of the net deferred tax asset are as follows:
1998 1997 1996
-------- -------- --------
Deferred tax liabilities - Depreciation $ 964,164 $ 935,465 $ 962,480
Deferred tax assets:
Employee benefits 1,562,884 1,549,855 1,256,396
Inventory valuation 479,351 398,524 328,849
Other 14,568 14,725 49,874
---------- ---------- ----------
Total deferred tax assets 2,056,803 1,963,104 1,635,119
Valuation allowance -- -- --
---------- ---------- ----------
Net deferred tax asset $1,092,639 $1,027,639 $ 672,639
========== ========== ==========
</TABLE>
26
<PAGE> 27
MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 1998, 1997 AND 1996
NOTE 3 - FEDERAL INCOME TAXES (CONTINUED)
The principal components of deferred federal income tax credits are as
follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Employee benefits $ (13,029) $(293,459) $(110,802)
Accelerated tax depreciation 28,699 (27,015) 9,868
Inventory valuation (80,827) (69,675) 6,538
Other 157 35,149 94,396
--------- --------- ---------
Total $ (65,000) $(355,000) $ --
========= ========= =========
</TABLE>
NOTE 4 - RETIREMENT BENEFITS
PENSION PLANS - Certain employees of the Company who are members of
collective bargaining units are covered by a noncontributory defined
benefit pension plan. The plan provides benefits that are based on a
stated amount for each year of service plus a frozen vested accrued
severance benefit calculated as of August 26, 1977 for eligible
employees on that date. The Company's funding policy is to make at
least the minimum annual contribution required by applicable
regulations.
A summary of the components of pension income for the union plan
follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Service cost for benefits earned during
the period $ 89,587 $ 82,164 $ 73,369
Interest cost of projected benefit
obligation 299,215 291,878 266,634
Actual return on plan assets (336,803) (906,341) (718,773)
Net amortization and deferral (89,367) 508,743 332,331
--------- --------- ---------
Net pension income $ (37,368) $ (23,556) $ (46,439)
========= ========= =========
</TABLE>
Assumptions used in accounting for the plan were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Weighted average discount rate 6.5% 7.5% 7.5%
Expected long-term rate of return on
assets 7.0% 7.0% 7.0%
</TABLE>
27
<PAGE> 28
MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 1998, 1997 AND 1996
NOTE 4 - RETIREMENT BENEFITS (CONTINUED)
The following table sets forth the funded status and amounts recognized
in the consolidated balance sheet for the union plan:
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Actuarial present value of benefit obligation:
Vested benefit $4,640,436 $ 4,139,816 $3,699,434
========== =========== ==========
Accumulated benefit obligation $4,796,768 $ 4,272,033 $3,818,023
========== =========== ==========
Projected benefit obligation $4,796,768 $ 4,272,033 $3,818,023
Plan assets at fair value 6,416,565 6,306,504 5,617,523
---------- ----------- ----------
Excess of plan assets over projected
benefit obligation 1,619,797 2,034,471 1,799,500
Unrecognized net gain (695,238) (1,101,670) (682,137)
Unrecognized prior service cost 147,227 157,781 5,827
Unrecognized net asset at transition (468,124) (524,288) (580,452)
---------- ----------- ----------
Net pension asset recognized
in the balance sheet $ 603,662 $ 566,294 $ 542,738
========== =========== ==========
</TABLE>
Plan assets are invested primarily in pooled equity investment funds,
obligations of the U.S. government and its agencies and certain other
investments.
During 1997, the plan was amended to increase the benefit levels
resulting in an increase in the unrecognized prior service cost.
Certain employees participate in a Company-sponsored savings plan.
Under the plan, the Company contributes a defined amount to individual
employee accounts based on the respective employee's contribution. The
Company contributed approximately $120,000, $60,000 and $50,000 to this
plan in 1998, 1997 and 1996, respectively.
28
<PAGE> 29
MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 1998, 1997 AND 1996
NOTE 4 - RETIREMENT BENEFITS (CONTINUED)
In 1998, certain employees began participating in a multiemployer
defined benefit plan. The Company contributed approximately $70,000 to
the plan during 1998. The plan allows for withdrawal from the plan,
without penalty or future liability, during the first three years of
participation.
POSTRETIREMENT BENEFITS - As discussed in Note 1, the Company provides
health care and life insurance benefits for certain retired employees.
The Company adopted the provisions of SFAS 106 effective November 1,
1993. The Company elected to recognize the transition obligation over
20 years.
In subsequent years, the Company and its collective bargaining unit
have agreed to modifications to the postretirement benefit plan. These
modifications primarily related to a cap on future retiree medical
insurance benefits and a change in the limit of the Company's subsidy
and resulted in a reduction of the accumulated postretirement benefit
obligation. This reduction has been used to reduce the transition
obligation, which will be recognized prospectively over the remaining
amortization period allowed by SFAS 106.
The Company recognized an expense related to postretirement benefits
consisting of service cost, interest cost and transition amortization
in 1998, 1997 and 1996, as follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Service cost of benefits earned $119,835 $176,150 $196,412
Interest cost on liability 261,975 347,471 351,592
Net amortization and deferral (2,146) 213,248 189,473
-------- -------- --------
Total net periodic
postretirement benefit cost $379,664 $736,869 $737,477
======== ======== ========
</TABLE>
29
<PAGE> 30
MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 1998, 1997 AND 1996
NOTE 4 - RETIREMENT BENEFITS (CONTINUED)
The amounts reported on the balance sheet at October 31, 1998, 1997 and
1996 were as follows:
1998 1997 1996
-------- -------- --------
Accumulated postretirement benefit
obligation:
Fully eligible active participants $ 979,963 $ 900,253 $ 1,051,138
Other active participants 710,836 896,131 957,331
Retired participants 2,302,770 2,920,002 3,207,589
----------- ----------- -----------
Total accumulated
postretirement
benefit obligation 3,993,569 4,716,386 5,216,058
Unrecognized net obligation
at transition (2,485,642) (2,696,908) (3,556,706)
Unrecognized net gain 2,659,716 1,994,092 1,819,788
----------- ----------- -----------
Accrued postretirement
benefit cost $ 4,167,643 $ 4,013,570 $ 3,479,140
=========== =========== ===========
The Company has not funded any portion of its accumulated
postretirement benefit obligation except for benefits being paid as
incurred by participants. Cash paid for these benefits totaled
$226,000, $202,000 and $190,000 in 1998, 1997 and 1996, respectively.
The Company's estimate of the current portion of this accrued benefit
is shown as a current liability.
The significant actuarial assumptions used to determine the cost to the
Company at October 31, 1998 are as follows:
<TABLE>
<CAPTION>
Discount rate 6.50%
<S> <C>
Health care trend rates - Medical Approximately 9.2% per annum grading
down to 4.50% in 2005-2006 and all
years thereafter
Health care trend rates - Prescription Approximately 11.60% per annum
grading down to 4.50% in 2005-2006
and all years thereafter
</TABLE>
30
<PAGE> 31
MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 1998, 1997 AND 1996
NOTE 4 - RETIREMENT BENEFITS (CONTINUED)
A 1 percent increase in the health care trend rate assumptions would
increase the October 31, 1998 accumulated postretirement benefit
obligation by 1.1 percent and would increase the aggregate of the 1998
service and interest cost components of the net periodic postretirement
benefit cost by 1.3 percent.
NOTE 5 - CONTINGENCIES
The Company is self-insured for purposes of workers' compensation
insurance. Under the plan, the Company has specific stop-loss insurance
for occurrences exceeding $300,000 per individual claim. The Company's
authority for self-insurance is renewed yearly by the State of Michigan
on January 1. The Company currently has a standby letter of credit of
$200,000 pledged for potential future claims. Workers' compensation
claims totaled approximately $351,000, $301,000 and $195,000 for the
years ended October 31, 1998, 1997 and 1996, respectively.
NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS
A summary of the fair value of financial instruments, as well as the
methods and significant assumptions used to estimate fair value, is as
follows:
SHORT-TERM FINANCIAL INSTRUMENTS - The fair value of short-term
financial instruments, including cash, accounts receivable, accounts
payable and accrued liabilities, approximates the carrying amount in
the accompanying consolidated financial statements due to the short
maturity of such instruments.
LONG-TERM DEBT - The fair value of long-term debt approximates the
carrying amount based on the current borrowing rates offered for such
instruments since the current rates reflect market rates.
31
<PAGE> 32
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -----------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION Balance at (1) Charged (2) Charged Deductions- Balance at
Beginning of to Costs and to Other Describe End of Period
Period Expenses Accounts-
Describe
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Year Ended October 31, 1998:
Valuation allowance for $ 50,000 $189,592 A $189,592 $ 50,000
accounts receivable
Reserve for inventory 790,000 80,000 870,000
-------- -------- -------- --------
obsolescence
TOTALS $840,000 $269,592 $189,592 $920,000
======== ======== ======== ========
Year Ended October 31, 1997:
Valuation allowance for $ 50,000 $ 51,874 A $ 51,874 $ 50,000
accounts receivable
Reserve for inventory 663,000 127,000 790,000
-------- -------- -------- --------
obsolescence
TOTALS $713,000 $178,874 $ 51,874 $840,000
======== ======== ======== ========
Year Ended October 31, 1996:
Valuation allowance for $ 50,000 $ 31,231 A $ 31,231 $ 50,000
accounts receivable
Reserve for inventory 604,000 59,000 663,000
-------- -------- -------- --------
obsolescence
TOTALS $654,000 $ 90,231 $ 31,231 $713,000
======== ======== ======== ========
</TABLE>
A - Represents uncollectible accounts charged off, net of recoveries.
32
<PAGE> 33
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
21 Michigan River Corporation and Subsidiaries
27 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 21--SUBSIDIARIES OF REGISTRANT
MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
Information with respect to registrant's subsidiaries is set forth below:
Name: The McLaughlin Company
State of incorporation: Michigan
Percentage owned by registrant: 100%
Name: Rivmac Distribution, Inc.
State of incorporation: Michigan
Percentage owned by registrant: 100%
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from (a)
condensed consolidated balance sheets and statements of operations and is
qualified in its entirety by reference to such 10-K
</LEGEND>
<CIK> 0000065666
<NAME> MICHIGAN RIVET CORPORATION
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
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0
0
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</TABLE>
