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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 September 30, 2004
OR
( ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT FOR THE
TRANSITION PERIOD FROM TO
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Commission file number 0-439
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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
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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
-- --
1
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of November 9, 2004 there were outstanding 1,534,146 shares of the
registrant's Common Stock, $1 par value.
2
Part I - Financial Information
Item 1 - Financial Statements
American Locker Group Incorporated and Subsidiaries
Consolidated Balance Sheets
(unaudited)
September 30, December 31,
2004 2003
---- ----
Assets
Current assets:
Cash and cash equivalents $ 5,635,665 $ 3,597,990
Accounts and notes receivable, less allowance
for doubtful accounts of $148,000 in 2004
and $371,000 in 2003 5,577,050 4,682,946
Inventories 4,956,558 5,458,865
Prepaid expenses 148,769 118,819
Prepaid income taxes 4,182 -
Deferred income taxes 729,546 729,546
------------- -------------
Total current assets 17,051,770 14,588,166
Property, plant and equipment:
Land 500,500 500,500
Buildings 3,454,527 3,456,766
Machinery and equipment 11,608,639 12,137,813
------------- -------------
15,563,666 16,095,079
Less allowance for depreciation (10,958,052) (11,092,999)
------------- -------------
4,605,614 5,002,080
Goodwill 6,155,204 6,155,204
Deferred income taxes 53,756 53,756
Other assets 15,941 74,274
------------- -------------
Total assets $27,882,285 $25,873,480
============= =============
3
American Locker Group Incorporated and Subsidiaries
Consolidated Balance Sheets
(unaudited)
September 30, December 31,
2004 2003
---- ----
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 1,527,951 $ 1,713,010
Commissions, salaries, wages and taxes thereon 263,631 573,762
Other accrued expenses 1,173,588 658,405
Income taxes payable 808,354 148,218
Current portion of long-term debt 1,321,316 1,641,316
-------------- --------------
Total current liabilities 5,094,840 4,734,711
Long-term liabilities:
Long-term debt 5,677,674 6,664,171
Pension, benefits and other long-term liabilities 373,331 312,458
-------------- --------------
6,051,005 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 17,376,616 14,818,080
Treasury stock at cost (192,000 shares
in 2004 and 2003) (2,112,000) (2,112,000)
Accumulated other comprehensive loss (352,134) (367,898)
-------------- --------------
Total stockholders' equity 16,736,440 14,162,140
-------------- --------------
Total liabilities and stockholders' equity $27,882,285 $25,873,480
============== ==============
See accompanying notes.
4
American Locker Group Incorporated and Subsidiaries
Consolidated Statements of Income
(unaudited)
Nine Months Ended September 30,
2004 2003
---- ----
Net sales $ 37,882,548 $ 28,177,583
Cost of products sold 27,154,032 19,660,354
-------------- --------------
10,728,516 8,517,229
Selling, administrative and general expenses 6,365,848 5,958,793
-------------- --------------
4,362,668 2,558,436
Interest income 22,966 30,709
Other (expense) income--net 166,936 152,785
Interest expense (364,578) (402,463)
-------------- --------------
Income before income taxes 4,187,992 2,339,467
Income taxes 1,629,456 902,496
-------------- --------------
Net income $ 2,558,536 $ 1,436,971
============== ==============
Earnings per share of common stock:
Basic $ 1.67 $ 0.95
============== ==============
Diluted $ 1.64 $ 0.93
============== ==============
Dividends per share of common stock: $ 0.00 $ 0.00
============== ==============
See accompanying notes.
5
American Locker Group Incorporated and Subsidiaries
Consolidated Statements of Income
(unaudited)
Three Months Ended September 30,
2004 2003
---- ----
Net sales $ 18,074,076 $ 9,514,300
Cost of products sold 13,132,316 6,659,827
-------------- --------------
Gross profit 4,941,760 2,854,473
Selling, administrative and general expenses 2,144,298 2,039,170
-------------- --------------
2,797,462 815,303
Interest income 13,376 19,468
Other (expense) income--net 87,673 25,284
Interest expense (135,169) (112,288)
-------------- --------------
Income before income taxes 2,763,342 747,767
Income taxes 1,079,991 288,265
-------------- --------------
Net income $ 1,683,351 $ 459,502
============== ==============
Earnings per share of common stock:
Basic $ 1.10 $ 0.30
============== ==============
Diluted $ 1.08 $ 0.30
============== ==============
Dividends per share of common stock: $ 0.00 $ 0.00
============== ==============
See accompanying notes.
6
American Locker Group Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
Nine Months Ended September 30,
2004 2003
---- ----
Operating activities
Net income $ 2,558,536 $ 1,436,971
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 565,704 646,647
Change in assets and liabilities:
Accounts and notes receivable (889,664) (143,570)
Inventories 553,318 131,905
Prepaid expenses (29,708) (62,667)
Accounts payable and accrued expenses 18,556 (225,577)
Income taxes 655,668 121,403
Pension and other benefits 61,135 (170)
--------------- ---------------
Net cash provided by operating activities 3,493,545 1,904,942
Investing activities
Purchase of property, plant and equipment (161,460) (348,850)
--------------- ---------------
Net cash used in investing activities (161,460) (348,850)
Financing activities
Long-term debt payments (1,306,497) (1,300,276)
Line of credit repayment - (25,000)
Proceeds from common stock issued - 47,812
--------------- ---------------
Net cash used in financing activities (1,306,497) (1,277,464)
Effect of exchange rate changes on cash 12,087 117,158
--------------- ---------------
Net increase in cash 2,037,675 395,786
Cash and cash equivalents at beginning of period 3,597,990 2,002,225
--------------- ---------------
Cash and cash equivalents at end of period $ 5,635,665 $ 2,398,011
=============== ===============
See accompanying notes.
7
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 and nine-month periods ended September 30, 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 accounting principles
generally accepted in the United States 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:
Nine Months Ended Nine Months Ended
September 30, 2004 September 30, 2003
------------------ ------------------
Numerator:
Net income available to common shareholders $ 2,558,536 $1,436,971
=========== ==========
Denominator:
Denominator for basic earnings per share -
weighted average shares 1,534,146 1,519,856
Effect of Dilutive Securities:
Stock options 28,664 33,453
----------- ----------
Denominator for diluted earnings per share -
adjusted weighted average shares and assumed
conversion $ 1,562,810 $1,553,309
=========== ==========
Basic earnings per common share $ 1.67 $ 0.95
=========== ==========
Diluted earnings per common share $ 1.64 $ 0.93
=========== ==========
8
Three Months Ended Three Months Ended
September 30, 2004 September 30, 2003
------------------ ------------------
Numerator:
Net income available to common shareholders $ 1,683,351 $ 459,502
=========== ==========
Denominator:
Denominator for basic earnings per share -
weighted average shares 1,534,146 1,525,276
Effect of Dilutive Securities:
Stock options 21,317 28,868
----------- ----------
Denominator for diluted earnings per share -
adjusted weighted average shares and assumed
conversion 1,555,463 1,554,144
=========== ==========
Basic earnings per common share $ 1.10 $ 0.30
=========== ==========
Diluted earnings per common share $ 1.08 $ 0.30
=========== ==========
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.
September 30, December 31
2004 2003
---- ----
Raw materials $ 2,512,935 $ 2,271,930
Work-in-process 1,552,633 1,689,774
Finished goods 1,154,486 1,760,657
-----------------------------------
5,220,054 5,722,361
Less allowance to reduce to LIFO basis (263,496) (263,496)
-----------------------------------
$ 4,956,558 $ 5,458,865
===================================
5. Total comprehensive income consisting of net income and foreign currency
translation adjustment was $2,574,300 and $1,575,345 for the nine months
ended September 30, 2004 and 2003, respectively and $1,736,259 and $456,221
for the three months ended September 30, 2004 and September 30, 2003
respectively.
6. The following sets forth the components of net periodic benefit cost of the
Company's defined benefit pension plan for the nine months ended September
30, 2004 and 2003:
9
Nine Months Nine Months
Ended Ended
September 30, 2004 September 30, 2003
------------------ ------------------
Service cost $ 219,447 $ 185,486
Interest cost 173,970 154,763
Expected return on plan assets (163,110) (135,873)
Net actuarial loss 40,464 24,503
Amortization of prior service cost 1,131 1,131
---------------------------------------
Net periodic benefit cost $ 271,902 $ 230,010
=======================================
The following sets forth the components of net periodic benefit cost of the
Company's defined benefit pension plan for the three months ended September
30, 2004 and 2003:
Three Months Ended Three Months Ended
September 30, 2004 September 30, 2003
------------------ ------------------
Service cost $ 73,149 $ 61,829
Interest cost 57,990 51,588
Expected return on plan assets (54,370) (45,292)
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.
10
Item 2. Management Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
First Nine Months 2004 Versus First Nine Months 2003
Overall Results and Outlook
- ---------------------------
2004 results improved compared to 2003, primarily due to increased shipments of
plastic and aluminum Cluster Box Units (CBUs) to the United States Postal
Service (USPS), and secondarily, due to increased sales of indoor mailboxes to
our distributor network by our Security Manufacturing (SMC) subsidiary. As
previously disclosed in our 10Q filing for the second quarter of 2004, in July,
2004 the Company received large, bulk orders for plastic and aluminum CBUs from
several USPS districts. During the third quarter of 2004 the Company shipped
over 7000 plastic CBUs and over 1500 aluminum CBUs in bulk to these USPS
districts. The bulk orders totaled in excess of $7,000,000 in sales value. These
orders were primarily in addition to the normal order flow we would have
expected in the third quarter and may not be indicative of future USPS order
patterns.
Net income increased by $1,122,000 in 2004 versus 2003 as a result of the
increased sales volume. Despite the increased sales volumes, gross margins
declined from 30.2% in 2003 to 28.3% in 2004. The decrease in gross margin is
attributed to rising material costs, changes in product mix, and labor premiums
to support the increased shipment volume. Earnings per share on a diluted basis
increased to $1.64 in 2004 versus $0.93 in 2003, as a result of the increased
net income.
In October 2004, the Company's contracts with the USPS were extended for a three
and one half month term expiring on February 28, 2005. Based on the increased
sales volume in 2004, the Company extended price reductions of approximately 1%
on all plastic and aluminum CBUs. If future USPS orders are consistent with 2004
levels these reductions in selling price will reduce income before income taxes
by approximately $280,000 on an annualized basis. We have been advised by the
USPS that it will, as in past years, seek bids with respect to these contracts
and that the Company has been pre-qualified to bid. The USPS has also advised
the Company that our current competitor (which has an existing USPS contract for
aluminum CBUs) has been pre-qualified to bid along with three new potential
competitors. The USPS has also indicated that it will upgrade the specification
that CBUs are designed to meet to increase resistance to mail theft. The Company
has reviewed drafts of the new specification and has initiated design efforts to
address the increased security requirements. If the USPS does issue a new
specification, the Company will incur increased capital expenditures to modify
or replace existing tooling. We can not predict the amount or timing of these
expenditures until the specification is finalized and our design solution is
built and tested. Based on current information from the USPS, we anticipate the
contracting process will be completed by December 31, 2004 but we can not
predict the outcome. The Company believes that its product line provides the
best value to the USPS when all factors including price, quality of design and
construction, long-term durability and service are considered. 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.
11
Net Sales
- ---------
Sales for the first nine months of 2004 of $37,883,000 increased $9,705,000 or
34% compared to sales of $28,178,000 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 $22,028,000 in 2004 compared to $15,579,000 during 2003.
The increase in sales of Plastic CBUs from 2003 to 2004 is the result of
increased purchases by the USPS and increased sales to non-Postal customers.
Price reductions extended to the USPS in April of 2003 had an impact of reducing
sales by approximately $43,000 in the first nine months of 2004 versus the
comparable period in 2003.
Sales of metal, coin and key-only and electronically controlled lockers, and
aluminum CBUs were $15,855,000 for the first nine months of 2004 and $12,599,000
for the first nine months of 2003. This $3,256,000 increase consists of
additional sales of $3,611,000 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 71.7% in 2004 versus
69.8% in 2003. The increased percentage is due to increases in aluminum and
steel material costs experienced during the first nine months of 2004 that have
not been passed through to customers in the form of price increases and also to
labor premiums incurred to support the increased shipment volumes.
Selling, Administrative and General Expenses
- --------------------------------------------
Selling, administrative and general expenses were $6,366,000 during the first
nine months of 2004, an increase of $407,000 from $5,959,000 during the first
nine months of 2003. The increase is primarily due to an increase of $205,000 in
reserves for company-wide bonuses, $113,000 in increased engineering costs
relating to product development, as well as $114,000 incurred in June 2004
relating to an early retirement program covering three employees who elected to
retire. Annual savings going forward from these retirements are projected to
exceed $200,000. Also, certain selling expenses increased in 2004 due to
increased sales. Reductions were made in other discretionary areas to partially
offset these increases. 2003 expenses were impacted by a charge of $65,000 for a
severance agreement relating to a terminated management employee at SMC.
Selling, administrative and general expenses were 16.8% of sales for the first
nine months of 2004 versus 21.1% in the same period of 2003.
Interest Expense
- ----------------
Interest expense for 2004 was $365,000 compared to $402,000 for 2003. The
decrease resulted from lower outstanding debt during 2004 compared to 2003 as
the Company continues to make scheduled payments on its outstanding debt. No new
long-term debt was incurred during 2004 or 2003. The Company reduced its
outstanding debt by $1,635,000 from September 30, 2003 to September 30, 2004.
12
Other Income - net
- ------------------
Other income - net consists primarily of cash discounts earned, which were
$117,000 in 2004 versus $89,000 in 2003, and service maintenance revenues, which
were $51,000 in 2004 and $84,000 in 2003. The decline in service maintenance
revenue is the result of fewer ongoing maintenance agreements.
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.
Third Quarter 2004 Versus Third Quarter 2003
Third quarter sales were $18,074,000 in 2004, an increase of $8,560,000 from the
same period in 2003. The increase was primarily related to increases in sales of
plastic and aluminum CBUs to the USPS. Plastic locker sales were $12,180,000 and
$5,442,000 in 2004 and 2003, respectively, an increase of $6,738,000. The
increase is the result of the factors discussed above. The balance of the
increase in sales is attributed to increases in sales of aluminum CBUs to the
USPS and our distributor network and increases in sales of indoor mailboxes to
our distributor network.
Cost of products sold as a percentage of sales was 72.7% during the third
quarter of 2004, compared to 70.0% during the second quarter of 2003. The
deterioration in 2004 is primarily due to rising material costs, labor premiums
related to meeting the USPS bulk orders and product mix.
Selling, administrative and general expenses were 11.9% of net sales during the
third quarter of 2004 compared to 21.4% in the third quarter of 2003. The
decreased percentage is due to the increased sales volume in the third quarter
of 2004.
Other income - net increased $62,000 during the third quarter of 2004 compared
to 2003. This caption consists primarily of cash discounts earned and service
maintenance contracts.
Interest expense in the third quarter of 2004 of $135,000 increased from
$112,000 in 2003 as a result of rise in interest rates partially offset by the
reduction in outstanding debt.
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 3.3
to 1 at September 30, 2004 and 3.1 to 1 at December 31, 2003. Working capital,
the excess of current assets over current liabilities, was $11,957,000 at
September 30, 2004, an increase of $2,104,000 over $9,853,000 at December 31,
2003.
13
Cash provided by operating activities was $3,493,000 during the first nine
months of 2004 compared to $1,905,000 of cash provided by operating activities
in 2003. This increase of cash in 2004 relates primarily to increased sales of
plastic and aluminum CBUs combined with reductions in finished goods inventory.
Anticipating that USPS order patterns and sales to other customers will be
similar to previous years, the Company expects that cash will continue to be
generated by operations for the balance of 2004, subject to the rate at which
finished goods inventory is replenished.
The Company's policy is to maintain modern equipment and adequate capacity.
During the first nine months of 2004, the Company expended $161,000 for capital
additions. The Company anticipates spending approximately $300,000 on new
machinery to expand production capacity in the balance of 2004. 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 September 30, 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
September 30, 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 September 30, 2004. There were no
material changes in the Company's internal controls over financial reporting
during the second quarter of 2004.
14
Part II. Other Information
Item 1. Legal Proceedings
As previously reported, in December 1998, the Company was named as a defendant
in a lawsuit titled Roberta Raiport, et al. v. Gowanda Electronics Corp. And
American Locker Group, Inc. pending in the State of New York Supreme Court,
County of Cattaraugus. The suit involves property located in Gowanda, New York,
which was sold by the Company to Gowanda Electronics Corp. prior to 1980. The
plaintiffs, current or former property owners in Gowanda, New York, assert that
defendants each operated machine shops at the site during their respective
periods of ownership and that as a result of such operation, soil and
groundwater contamination occurred which has adversely affected the plaintiffs
and the value of plaintiffs' properties. The plaintiffs assert a number of
causes of action and seek compensatory damages of $5,000,000 related to alleged
diminution of property values, $3,000,000 for economic losses and "disruption to
plaintiffs' lives," $10,000,000 for "nuisance, inconveniences and disruption to
plaintiffs' lives," $25,000,000 in punitive damages, and $15,000,000 to
establish a "trust account" for monitoring indoor air quality and other
remedies." In June 2003, Gowanda Electronics Corp. filed a motion for summary
judgment seeking to be dismissed from the suit. On June 28, 2004 the court
denied Gowanda Electronics motion seeking dismissal from the suit. The Court
also ruled that American Locker Group, Inc. assumed the liabilities of the
property's prior owner, Knowles-Fisher, based on New York State's "defacto
merger doctrine." However, these liabilities, if any, have not been judicially
determined and are subject to additional litigation. The court has referred this
matter to mediation and the mediation proceeding has been scheduled for January
5, 2005. If the mediation is unsuccessful, the matter will be referred back to
the court for further proceedings. Based upon currently available information,
the Company is unable to estimate timing with respect to the resolution of this
matter. Defense of this case has been assumed by the Company's insurance
carrier, subject to a reservation of rights, and to date the Company has not
experienced any material cost associated with this matter.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
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
September 30, 2004. The report was filed on September 30, 2004 and
amended on October 8, 2004.
15
(c) 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: November 12, 2004
-----------------
16
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
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: November 12, 2004
- ------------------------
/S/ Edward F. Ruttenberg
-----------------------------
Edward F. Ruttenberg
Chairman and Chief Executive Officer
18
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
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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: November 12, 2004
- ------------------------
/S/ Wayne L. Nelson
---------------------------
Wayne L. Nelson
Principal Accounting Officer
20
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
September 30, 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: November 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.
21
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
September 30, 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: November 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.
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