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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For The Quarterly Period Ended March 31, 2004
OR
( ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT FOR THE
TRANSITION PERIOD FROM TO
----
Commission file number 0-439
-------
American Locker Group Incorporated
(Exact name of business issuer as specified in its charter)
Delaware 16-0338330
- ----------------------------------------- ----------------------------
(State of other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
608 Allen Street, Jamestown, NY 14701
-------------------------------------
(Address of principal executive offices)
(716) 664-9600
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ____
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
-----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No Not Applicable
-- --
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of May 5, 2004 there were outstanding 1,534,146 shares of the registrant's
Common Stock, $1 par value.
1
Part I - Financial Information
Item 1 - Financial Statements
American Locker Group Incorporated and Subsidiaries
Consolidated Balance Sheets
(unaudited)
March 31, December 31,
2004 2003
---- ----
Assets
Current assets:
Cash and cash equivalents $ 1,964,117 $ 3,597,990
Accounts and notes receivable, less allowance
for doubtful accounts of $111,000 in 2004
and $371,000 in 2003 4,977,776 4,682,946
Inventories 6,982,637 5,458,865
Prepaid expenses 287,570 118,819
Prepaid income taxes 17,832 -
Deferred income taxes 729,546 729,546
-------------- ------------
Total current assets 14,959,478 14,588,166
Property, plant and equipment:
Land 500,500 500,500
Buildings 3,456,362 3,456,766
Machinery and equipment 11,485,771 12,137,813
-------------- ------------
15,442,633 16,095,079
Less allowance for depreciation (10,614,199) (11,092,999)
-------------- ------------
4,828,434 5,002,080
Goodwill 6,155,204 6,155,204
Deferred income taxes 53,756 53,756
Other assets 45,108 74,274
-------------- ------------
Total assets $26,041,980 $25,873,480
============== ============
2
American Locker Group Incorporated and Subsidiaries
Consolidated Balance Sheets
(unaudited)
March 31, December 31,
2004 2003
---- ----
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 1,978,722 $ 1,713,010
Commissions, salaries, wages and taxes thereon 319,886 573,762
Other accrued expenses 711,804 658,405
Income taxes payable - 148,218
Current portion of long-term debt 1,641,316 1,641,316
-------------- ------------
Total current liabilities 4,651,728 4,734,711
Long-term liabilities:
Long-term debt 6,335,558 6,664,171
Pension, benefits and other long-term liabilities 367,218 312,458
-------------- ------------
6,702,776 6,976,629
Stockholders' equity:
Common stock, $1 par value:
Authorized shares - 4,000,000
Issued shares - 1,726,146 in 2004 and 2003,
Outstanding shares - 1,534,146 in 2004 and 2003 1,726,146 1,726,146
Other capital 97,812 97,812
Retained earnings 15,356,500 14,818,080
Treasury stock at cost (192,000 shares
in 2004 and 2003) (2,112,000) (2,112,000)
Accumulated other comprehensive loss (380,982) (367,898)
-------------- ------------
Total stockholders' equity 14,687,476 14,162,140
-------------- ------------
Total liabilities and stockholders' equity $26,041,980 $25,873,480
============== ============
See accompanying notes.
3
American Locker Group Incorporated and Subsidiaries
Consolidated Statements of Income
(unaudited)
Three Months Ended March 31,
2004 2003
---- ----
Net sales $ 9,554,307 $ 8,831,748
Cost of products sold 6,601,334 6,089,412
-------------- --------------
Gross profit 2,952,973 2,742,336
Selling, administrative and general expenses 2,006,661 1,958,687
-------------- --------------
946,312 783,649
Interest income 5,433 6,025
Other (expense) income--net 42,655 57,733
Interest expense (115,749) (148,081)
-------------- --------------
Income before income taxes 878,651 699,326
Income taxes 340,231 270,266
-------------- --------------
Net income $ 538,420 $ 429,060
============== ==============
Earnings per share of common stock:
Basic $ .35 $ .28
============== ==============
Diluted $ .35 $ .28
============== ==============
Dividends per share of common stock: $ 0.00 $ 0.00
============== ==============
See accompanying notes.
4
American Locker Group Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
Three Months Ended March 31,
2004 2003
---- ----
Operating activities
Net income $ 538,420 $ 429,060
Adjustments to reconcile net income to
net cash (used in) provided by operating activities:
Depreciation and amortization 217,789 210,709
Change in assets and liabilities:
Accounts and notes receivable (297,557) 211,811
Inventories (1,471,441) (107,730)
Prepaid expenses (168,807) (332,649)
Accounts payable and accrued expenses 64,502 (367,934)
Pension and other benefits 54,455 5,931
Income taxes (166,246) 45,875
------------ ------------
Net cash (used in) provided by operating activities (1,228,885) 95,073
Investing activities
Purchase of property, plant and equipment (67,366) (11,807)
------------ ------------
Net cash used in investing activities (67,366) (11,807)
Financing activities
Debt repayment (328,613) (326,989)
Line of credit repayment - (25,000)
------------ ------------
Net cash used in financing activities (328,613) (351,989)
Effect of exchange rate changes on cash (9,009) 46,755
------------ ------------
Net decrease in cash (1,633,873) (221,968)
Cash and cash equivalents at beginning of period 3,597,990 2,002,225
------------ ------------
Cash and cash equivalents at end of period $1,964,117 $1,780,257
============ =============
See accompanying notes.
5
Notes to Consolidated Financial Statements
American Locker Group Incorporated and Subsidiaries
1. The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with accounting principles generally accepted
in the United States for interim financial information and with the
instructions to Form 10-Q. Accordingly, the condensed financial statements
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of the Company's management, all adjustments, consisting of normal
recurring accruals, considered necessary for a fair presentation of such
condensed financial statements have been included. Operating results for
the three-month period ended March 31, 2004 are not necessarily indicative
of the results that may be expected for the year ended December 31, 2004.
The consolidated balance sheet at December 31, 2003 has been derived from
the audited financial statements at that date, but does not include all of
the financial information and footnotes required by generally accepted
accounting principles for complete financial statements. For further
information, refer to the Company's consolidated financial statements and
the notes thereto included in the Company's annual report on Form 10-K for
the year ended December 31, 2003.
2. Provision for income taxes is based upon the estimated annual effective tax
rate.
3. The Company reports earnings per share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share." The following
table sets forth the computation of basic and diluted earnings per common
share:
Three Months Ended March Three Months Ended March
31, 2004 31, 2003
-------- --------
Numerator:
Net income available to common shareholders $ 538,420 $ 429,060
========== ==========
Denominator:
Denominator for basic earnings per share -
weighted average shares 1,534,146 1,517,146
Effect of Dilutive Securities:
Stock options 21,144 34,921
---------- ----------
Denominator for diluted earnings per share -
adjusted weighted average shares and assumed
conversion 1,555,290 1,552,067
========== ==========
Basic earnings per common share $ 0.35 $ 0.28
========== ==========
Diluted earnings per common share $ 0.35 $ 0.28
========== ==========
6
4. Inventories are valued at the lower of cost or market. Cost is determined
by using the last-in, first-out method for substantially all of the
inventories.
March 31, December 31,
2004 2003
---------------------------------------------
Raw materials $ 2,607,457 $ 1,760,657
Work-in-process 1,778,826 1,689,774
Finished goods 2,859,850 2,271,930
---------------------------------------------
7,246,133 5,722,361
Less allowance to reduce (263,496) (263,496)
to LIFO basis ---------------------------------------------
$ 6,982,637 $ 5,458,865
=============================================
5. Total comprehensive income consisting of net income and foreign currency
translation adjustment was $525,336 and $488,511 for the three months ended
March 31, 2004 and March 31, 2003 respectively.
6. The following sets forth the components of net periodic benefit cost of the
Company's defined benefit pension plan for the three months ended March 31,
2004 and 2003:
March 31, March 31,
2004 2003
----------------------------
Service cost $ 73,149 $ 61,829
Interest cost 57,990 51,587
Expected return on plan assets (54,370) (45,291)
Net actuarial loss 13,488 8,168
Amortization of prior service cost 377 377
----------------------------
Net periodic benefit cost $ 90,634 $ 76,670
============================
For additional information on the Company's defined benefit pension plan,
please refer to Note 7 of the Company's Consolidated Financial Statements
included in the 2003 Annual Report on Form 10-K.
7
Item 2. Management Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
First Three Months 2004 Versus First Three Months 2003
Overall Results and Outlook
First quarter 2004 results improved over first quarter 2003, primarily on the
strength of increased sales of aluminum Cluster Box Units (CBUs) as well as
maintaining market share in the Plastic CBU area. The Company has maintained its
gross margins despite price reductions extended to the United States Postal
Service (USPS) and continued weakness in certain areas of the economy in which
the Company sells its products (including entertainment and leisure activity
facilities). Net income increased by $109,000 in 2004 versus 2003 as a result of
the increased sales volume and decreases in interest expense. Earnings per share
on a diluted basis increased to $0.35 in 2004 versus $0.28 in 2003, as a result
of the increased net income.
The Company believes that the long-term outlook for sales of Cluster Box Units
(CBUs) volume remains favorable in light of the continued USPS commitment to the
CBU program and its resulting operating cost reduction benefits. In April 2003,
the Company's contracts with the USPS were renewed for a one-year term expiring
on April 15, 2004. These contracts were extended by the USPS in April 2004
through October 14, 2004. We have been advised that the USPS will, as in past
years, seek bids with respect to these contracts later in 2004. The current
contracts cover all four types of plastic CBUs, aluminum CBUs and the Outdoor
Parcel Locker (OPL). As previously disclosed, total CBU demand is influenced by
a number of factors over which the Company has no control, including but not
limited to: USPS budgets, policies and financial performance, domestic new
housing starts, postal rate increases, postal purchasing practices and the
weather, as these units are installed outdoors. The Company believes its CBU
product line, including its aluminum CBUs represent the best value when all
factors including price, quality of design and construction, long-term
durability and service are considered.
Net Sales
- ---------
Sales for the first three months of 2004 of $9,554,000 increased $722,000 or 8%
compared to sales of $8,832,000 during the same period in 2003. Plastic locker
sales to the USPS and developers or distributors for use in the delivery of U.S.
mail totaled $4,497,000 in 2004 compared to $4,482,000 during 2003. Plastic CBUs
sales were $4,386,000 in 2004 compared to $4,339,000 during 2003. Sales of
Outdoor Parcel Lockers (OPLs) were $111,000 in 2004 compared to $143,000 in
2003, as a result of lower purchase levels by the USPS. The modest increase in
sales of Plastic CBUs from 2003 to 2004 is the result of increased purchases
from the USPS, which offset price reductions, ranging from zero to 2% depending
on the CBU or OPL type, that became effective in April 2003. The price
reductions had an impact of reducing sales by approximately $52,000 in the first
quarter of 2004 versus the comparable period in 2003.
Sales of metal, coin and key-only and electronically controlled lockers, and
aluminum CBUs were $5,057,000 for the three months of 2004 and $4,350,000 for
8
the three months of 2003. This $707,000 increase consists of additional sales of
$740,000 made by the Company's subsidiary, Security Manufacturing Corporation
(SMC), offset by decreases in sales of other locker products, as well as the
termination of the Company's luggage cart services at the Detroit International
Airport in January 2004. The Company no longer provides any luggage cart rental
services.
Cost of Sales
- -------------
Consolidated cost of sales as a percentage of sales was 69.1% in 2004 versus
68.9% in 2003.
Selling, Administrative and General Expenses
- --------------------------------------------
Selling, administrative and general expenses were $2,007,000 during the first
quarter of 2004, an increase of $48,000 from $1,959,000 during the first quarter
of 2003. The increase is primarily due to an increase of $61,000 in engineering
costs in 2004 compared to 2003 amounts, relating to product development. Certain
selling expenses increased due to increased sales, these were offset by a charge
of $65,000 in 2003 for a severance agreement relating to a terminated management
employee at SMC. Selling, administrative and general expenses were 21% and 22%
of first quarter sales in 2004 and 2003, respectively.
Interest Expense
- ----------------
Interest expense for 2004 was $116,000 compared to $148,000 for 2003. The
decrease resulted from lower outstanding debt during 2004 compared to 2003 as
the Company continues to make scheduled debt payments on its outstanding debt.
No new long term debt was incurred during 2003 or 2004. The Company has made
debt payments of $1,630,000 during the twelve month period ended March 31, 2004.
Other Income - net
- ------------------
Other income - net consists primarily of cash discounts earned, which were
$35,000 in 2004 versus $23,000 in 2003, and service maintenance revenues, which
were $15,000 in 2004 and $26,000 in 2003.
Income Taxes
- ------------
Income taxes increased in 2004 versus 2003 due to the increased income before
income taxes. The effective tax rate was 39% in 2004 and 2003.
Liquidity and Sources of Capital
The Company's liquidity is reflected in the ratio of current assets to current
liabilities or current ratio and its working capital. The current ratio was 3.2
to 1 at March 31, 2004 and 3.1 to 1 at December 31, 2003. Working capital, the
excess of current assets over current liabilities, was $10,308,000 at March 31,
2004, an increase of $455,000 over $9,853,000 at December 31, 2003.
Cash used in operating activities was $1,229,000 during the first three months
of 2004 compared to $95,000 of cash provided by operating activities in 2003.
The use of cash in 2004 relates primarily to replacing and increasing inventory
of plastic and aluminum CBUs that were below normal levels at December 31, 2003
in preparation for historically higher shipments as the weather improves in most
9
of the United States. Anticipating that USPS order patterns and sales to other
customers will be similar to previous years, the Company expects that cash will
be generated by operations for the balance of 2004.
The Company's policy is to maintain modern equipment and adequate capacity.
During the first quarter of 2004, the Company expended $67,000 for capital
additions. Currently, there are no significant capital projects forecasted by
the Company. It is expected that capital expenditures will be funded from cash
on hand or cash generated from operations in 2004.
The Company anticipates that cash on hand and cash generated from operations in
2004 will be adequate to fund working capital needs, capital expenditures and
debt payments. However, if necessary, the Company has a $3,000,000 revolving
bank line of credit available to assist in satisfying future operating cash
needs, no amount is outstanding under the line of credit at March 31, 2004.
Effects of New Accounting Pronouncements
There are no recently issued accounting standards that the Company believes will
have a material impact on its financial position or results of operations.
Safe Harbor Statement under the Private Securities Litigation Reform Act Of 1995
Forward-looking statements in this report, including without limitation,
statements relating to the Company's plans, strategies, objectives,
expectations, intentions and adequacy of resources, are made pursuant to the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve risks and
uncertainties including without limitation the following: (i) the Company's
plans, strategies, objectives, expectations, and intentions are subject to
change at any time at the discretion of the Company, (ii) the Company's plans
and results of operations will be affected by the Company's ability to manage
its growth and inventory, (iii) the risk that the Company's contracts with the
USPS will not be renewed or that that orders placed by the USPS under such
contracts will be substantially reduced, and (iv) other risks and uncertainties
indicated from time to time in the Company's filings with the Securities and
Exchange Commission.
Item 4. Controls and Procedures
The Company's management, with the participation of the Company's Chief
Executive Officer and Principal Accounting Officer, has evaluated the
effectiveness of the Company's disclosure controls and procedures as of March
31, 2004. Based on that evaluation, the Company's Chief Executive Officer and
Principal Accounting Officer concluded that the Company's disclosure controls
and procedures were effective as of March 31, 2004. There were no material
changes in the Company's internal controls over financial reporting during the
first quarter of 2004.
10
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
10.1 Contract/Order Modifications dated April 4, 2004 between the U.S. Postal
Service and American Locker Security Systems, Inc.
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and
Rule 15d-14(a) of the Securities Exchange Act, as amended
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and
Rule 15d-14(a) of the Securities Exchange Act, as amended
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) The Company filed one report on Form 8-K during the three months ended
March 31, 2004. Such report was filed on March 24, 2004.
11
S I G N A T U R E
-----------------
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.
AMERICAN LOCKER GROUP INCORPORATED
(Registrant)
/s/ Roy J. Glosser
------------------------------------
Roy J. Glosser
President, Chief Operating Officer and Treasurer
Date: May 12, 2004
----------------------
12
Exhibit 10.1
U.S. POSTAL SERVICE: CONTRACT/ORDER PAGE OF PAGES
1 1
1. MODIFICATION NO. M 007 CONTRACT/ORDER/AGREEMENT: 072368-01-P-0380
2. a. DATE ISSUED: 04/05/2004 b. PR No.: 04-11392
c. FINANCE NO. d. TIN/SSN: 25-1894655
3. SUPPLIER: 4. ISSUED BY:
SECURITY MANUFACTURING CORP. DIE-TEL CMC
DELIVERY SERVICES EQUIP CT
815 S. MAIN STREET P. O. Box 27496
GRAPEVINE TX 76051-5535 Greensboro NC 27498-0001
ATTENTION: FOR INFORMATION CALL:
ROY GLOSSER Phyllis R. Edmondson C.P.M.
(800) 828-9118 (336) 665-2889
phyllis.r.edmondson@usps.gov
ACO CODE:ICDSEQ
5. The above numbered contract/order/agreement is modified as set forth in
Block 6, by supplemental agreement entered into pursuant to authority
of mutual agreement.
6. DESCRIPTION OF MODIFICATION:
--Extend period of performance for six months for this national
contract for Central Delivery Equipment via eBuy. New period of
performance is 04/15/2004 through 10/14/2004.
No change in unit prices.
Except as provided herein, all terms and conditions of the document referenced
in Block 1, as heretofore changed, remain unchanged and in full force and
effect.
7. ACCOUNTS PAYABLE DATA [ ] is not [X] is changed, see see above
Previous Grand Total: $15,000,000.00
Value of Modification: $0.00
New Grand Total: $15,000,000.00
The supplier [ ] is not [X] is required to sign and return an original and
copy(ies) of this modification to the Issuing Office (See Block 4).
8. SIGNATURES: SUPPLIER U.S. POSTAL SERVICE
Roy J. Glosser 4/5/2004 Stephan A. Wright 4/5/04
- ----------------------------------- ----------------------------------------
Signature Date Signature Date
Roy J. Glosser Stephan A. Wright C.P.M.
- ----------------------------------- ----------------------------------------
Name of Person Authorized to Sign Contracting Officer
President
- -----------------------------------
Title
13
U.S. POSTAL SERVICE: CONTRACT/ORDER MODIFICATION PAGE OF PAGES
1 1
1. MODIFICATION NO. M 009 CONTRACT/ORDER/AGREEMENT: 072368-01-P-0378
2. a. DATE ISSUED: 04/05/2004 b. PR No.: 04-11378
c. FINANCE NO. d. TIN/SSN: 16-1068506
3. SUPPLIER: 4. ISSUED BY:
AMERICAN LOCKER SECURITY SYSTEMS DIE-TEL CMC
DELIVERY SERVICES EQUIP CT
608 ALLEN STREET P.O. Box 27496
JAMESTOWN, NY14701-3966 Greensboro NC 27498-0001
ATTENTION: FOR INFORMATION CALL:
ROY GLOSSER Phyllis R. Edmondson C.P.M.
(800) 828-9118 (336) 665-2889
phyllis.r.edmondson@usps.gov
ACO CODE: ICDSEQ
5. The above numbered contract/order/agreement is modified as set forth in
Block 6, by supplemental agreement entered into pursuant to authority of
mutual agreement.
6. DESCRIPTION OF MODIFICATION:
--Extend period of performance for six months for this national
contract for Central Delivery Equipment via eBuy. New period of
performance is 04/15/2004 through 10/14/2004.
No change in unit prices.
Except as provided herein, all terms and conditions of the document referenced
in Block 1, as heretofore changed, remain unchanged and in full force and
effect.
7. ACCOUNTS PAYABLE DATA [ ] is not [X] is changed, see see above
Previous Grand Total: $60,000,000.00
Value of Modification: $0.00
New Grand Total: $60,000,000.00
The supplier [ ] is not [X] is required to sign and return an original and
copy(ies) of this modification to the Issuing Office (See Block 4).
8. SIGNATURES: SUPPLIER U.S. POSTAL SERVICE
Roy J. Glosser 4/5/2004 Stephan A. Wright 4/5/04
- ----------------------------------- ----------------------------------------
Signature Date Signature Date
Roy J. Glosser Stephan A. Wright C.P.M.
- ----------------------------------- ----------------------------------------
Name of Person Authorized to Sign Contracting Officer
President
- -----------------------------------
Title
14
Exhibit 31.1
CERTIFICATION
I, Edward F. Ruttenberg, Chairman and Chief Executive Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American Locker Group
Incorporated;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c. disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected or is
reasonably likely to materially affect the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
15
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls over financial reporting.
Date: May 12, 2004
/S/ Edward F. Ruttenberg
------------------------------
Edward F. Ruttenberg
Chairman and Chief Executive Officer
16
Exhibit 31.2
CERTIFICATION
I, Wayne L. Nelson, Principal Accounting Officer certify that:
1. I have reviewed this quarterly report on Form 10-Q of American Locker Group
Incorporated;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c. disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected or is
reasonably likely to materially affect the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
17
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls over financial reporting.
Date: May 12, 2004
/S/ Wayne L. Nelson
------------------------------
Wayne L. Nelson
Principal Accounting Officer
--------------------
18
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of American Locker Group
Incorporated (the "Company") on Form 10-Q for the quarterly period ended March
31, 2004, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), the undersigned, in the capacities and on the date
indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his
knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.
/s/Edward F. Ruttenberg
----------------------------
Edward F. Ruttenberg
Chairman and Chief Executive Officer
Dated: May 12, 2004
A signed original of this written statement required by Section 906 has been
provided to American Locker Group Incorporated and will be retained by American
Locker Group Incorporated and furnished to the Securities and Exchange
Commission or its staff upon request.
19
Exhibit 32.2
CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of American Locker Group
Incorporated (the "Company") on Form 10-Q for the quarterly period ended March
31, 2004, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), the undersigned, in the capacities and on the date
indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his
knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.
/s/Wayne L. Nelson
----------------------------
Wayne L. Nelson
Principal Accounting Officer
and Assistant Secretary
Dated: May 12, 2004
A signed original of this written statement required by Section 906 has been
provided to American Locker Group Incorporated and will be retained by American
Locker Group Incorporated and furnished to the Securities and Exchange
Commission or its staff upon request.
20