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EXCEL - IDEA: XBRL DOCUMENT - AMERICAN LOCKER GROUP INC | Financial_Report.xls |
EX-31.1 - EX-31.1 - AMERICAN LOCKER GROUP INC | d84044exv31w1.htm |
EX-32.1 - EX-32.1 - AMERICAN LOCKER GROUP INC | d84044exv32w1.htm |
EX-31.2 - EX-31.2 - AMERICAN LOCKER GROUP INC | d84044exv31w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: June 30, 2011
o | 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 registrant as specified in its charter)
Delaware | 16-0338330 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) | ||
2701 Regent Blvd., Suite 200 DFW Airport, TX | 75261 | |
(Address of principal executive offices) | (Zip code) |
(817) 329-1600
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
(Former name, former address and former fiscal year, if changed since last report)
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 þ No o
Indicated by a check mark whether the registrant has submitted electronically and posted on
its corporate web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for a shorter period that
the registrant was required to submit and post such files). Yes
þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of
large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller Reporting Company þ | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common equity, as
of the latest practicable date:
1,660,440 shares of common stock, par value $1.00, issued and outstanding as of August 15, 2011.
TABLE OF CONTENTS
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EX-31.2 | ||||||||
EX-32.1 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT |
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FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q contains various forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements involve certain known
and unknown risks and uncertainties, including, among others, those contained in Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations. When used
in this Quarterly Report on Form 10-Q, the words anticipates, plans, believes, estimates,
intends, expects, projects, will and similar expressions may identify forward-looking
statements, although not all forward-looking statements contain such words. Such statements,
including, but not limited to, the Companys statements regarding business strategy, implementation
of its restructuring plan, competition, new product development, liquidity and capital resources
are based on managements beliefs, as well as on assumptions made by, and information currently
available to, management, and involve various risks and uncertainties, some of which are beyond the
Companys control. The Companys actual results could differ materially from those expressed in
any forward-looking statement made by or on the Companys behalf. In light of these risks and
uncertainties, there can be no assurance that the forward-looking information will in fact prove to
be accurate. The Company has undertaken no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise.
PART I FINANCIAL INFORMATION
Item 1. | Financial Statements. |
The interim financial statements included herein are unaudited but reflect, in managements
opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair
presentation of financial position and the results of our operations for the interim periods
presented.
The interim financial statements should be read in conjunction with the financial statements of
American Locker Group Incorporated (the Company) and the notes thereto contained in the Companys
audited financial statements for the year ended December 31, 2010 presented in the Companys Annual
Report on Form 10-K that was filed with the Securities and Exchange Commission (the SEC) on March
15, 2011.
Interim results are not necessarily indicative of results for the full fiscal year.
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American Locker Group Incorporated and Subsidiaries
Consolidated Balance Sheets
June 30, | December 31, | |||||||
2011 (Unaudited) | 2010 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 589,325 | $ | 649,952 | ||||
Accounts receivable, less allowance for doubtful accounts of
approximately $155,000 in 2011 and $134,000 in 2010 |
1,690,126 | 2,370,642 | ||||||
Inventories, net |
2,788,409 | 2,545,200 | ||||||
Prepaid expenses |
267,440 | 227,570 | ||||||
Deferred income taxes |
397,871 | 358,481 | ||||||
Total current assets |
5,733,171 | 6,151,845 | ||||||
Property, plant and equipment: |
||||||||
Land |
500 | 500 | ||||||
Buildings and leasehold improvements |
983,800 | 397,136 | ||||||
Machinery and equipment |
10,383,604 | 10,050,517 | ||||||
11,367,904 | 10,448,153 | |||||||
Less allowance for depreciation and amortization |
(7,794,878 | ) | (7,442,888 | ) | ||||
3,573,026 | 3,005,265 | |||||||
Other noncurrent assets |
47,255 | 41,545 | ||||||
Deferred income taxes |
411,827 | 510,635 | ||||||
Total assets |
$ | 9,765,279 | $ | 9,709,290 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
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American Locker Group Incorporated and Subsidiaries
Consolidated Balance Sheets (continued)
Consolidated Balance Sheets (continued)
June 30, | December 31, | |||||||
2011 (Unaudited) | 2010 | |||||||
Liabilities and stockholders equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 2,025,070 | $ | 1,992,819 | ||||
Commissions, salaries, wages, and taxes thereon |
125,032 | 193,006 | ||||||
Income taxes payable |
69,278 | 65,203 | ||||||
Revolving line of credit |
500,000 | | ||||||
Current portion of long-term debt |
200,000 | 200,000 | ||||||
Deferred revenue |
10,000 | 341,000 | ||||||
Other accrued expenses |
393,815 | 348,524 | ||||||
Total current liabilities |
3,323,195 | 3,140,552 | ||||||
Long-term liabilities: |
||||||||
Long-term debt, net of current portion |
700,000 | 800,000 | ||||||
Pension and other benefits |
1,470,484 | 1,466,179 | ||||||
2,170,484 | 2,266,179 | |||||||
Total liabilities |
5,493,679 | 5,406,731 | ||||||
Commitments
and contingencies (Note 12) |
||||||||
Stockholders equity: |
||||||||
Common stock, $1.00 par value: |
||||||||
Authorized shares 4,000,000 |
||||||||
Issued shares 1,852,440 in 2011 and
1,834,106 in 2010; Outstanding shares
1,660,440 in 2011 and 1,642,106 in 2010 |
1,852,440 | 1,834,106 | ||||||
Other capital |
277,037 | 265,271 | ||||||
Retained earnings |
4,894,146 | 4,964,006 | ||||||
Treasury stock at cost, 192,000 shares |
(2,112,000 | ) | (2,112,000 | ) | ||||
Accumulated other comprehensive loss |
(640,023 | ) | (648,824 | ) | ||||
Total stockholders equity |
4,271,600 | 4,302,559 | ||||||
Total liabilities and stockholders equity |
$ | 9,765,279 | $ | 9,709,290 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
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American Locker Group Incorporated and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
Six Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
Net Sales |
$ | 6,159,051 | $ | 5,851,634 | ||||
Cost of products sold |
4,211,195 | 3,711,331 | ||||||
Gross profit |
1,947,856 | 2,140,303 | ||||||
Selling, general and administrative expenses |
2,050,821 | 2,104,154 | ||||||
Total selling, general and administrative |
2,050,821 | 2,104,154 | ||||||
Total operating income (loss) |
(102,965 | ) | 36,149 | |||||
Other income (expense): |
||||||||
Interest income |
74 | 17,509 | ||||||
Other income (expense) net |
130,670 | (13,599 | ) | |||||
Interest expense |
(27,861 | ) | (9,799 | ) | ||||
Total other income (expense) |
102,883 | (5,889 | ) | |||||
Income (loss) before income taxes |
(82 | ) | 30,260 | |||||
Income tax expense |
(69,778 | ) | (84,679 | ) | ||||
Net loss |
$ | (69,860 | ) | $ | (54,419 | ) | ||
Weighted average common shares: |
||||||||
Basic |
1,648,313 | 1,594,677 | ||||||
Diluted |
1,648,313 | 1,594,677 | ||||||
Loss per share of common stock: |
||||||||
Basic |
$ | (0.04 | ) | $ | (0.03 | ) | ||
Diluted |
$ | (0.04 | ) | $ | (0.03 | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
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American
Locker Group Incorporated and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
(Unaudited)
Three Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
Net Sales |
$ | 3,309,340 | $ | 3,112,396 | ||||
Cost of products sold |
2,160,755 | 1,911,379 | ||||||
Gross profit |
1,148,585 | 1,201,017 | ||||||
Selling, general and administrative expenses |
1,072,737 | 1,070,625 | ||||||
Total selling, general and administrative |
1,072,737 | 1,070,625 | ||||||
Total operating income |
75,848 | 130,392 | ||||||
Other income (expense): |
||||||||
Interest income |
66 | 209 | ||||||
Other income (expense) net |
142,493 | (3,958 | ) | |||||
Interest expense |
(14,384 | ) | (2,550 | ) | ||||
Total other income (expense) |
128,175 | (6,299 | ) | |||||
Income before income taxes |
204,023 | 124,093 | ||||||
Income tax expense |
(63,042 | ) | (53,011 | ) | ||||
Net income |
$ | 140,981 | $ | 71,082 | ||||
Weighted average common shares: |
||||||||
Basic |
1,654,519 | 1,600,338 | ||||||
Diluted |
1,654,519 | 1,600,338 | ||||||
Income per share of common stock: |
||||||||
Basic |
$ | 0.09 | $ | 0.04 | ||||
Diluted |
$ | 0.09 | $ | 0.04 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
7
Table of Contents
American Locker Group Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
Operating activities |
||||||||
Net loss |
$ | (69,860 | ) | $ | (54,419 | ) | ||
Adjustments to reconcile net loss to net cash |
||||||||
provided by operating activities: |
||||||||
Depreciation and amortization |
322,605 | 166,345 | ||||||
Provision for uncollectible accounts |
21,000 | 20,000 | ||||||
Equity based compensation |
30,100 | 39,268 | ||||||
Deferred income taxes |
56,645 | 81,576 | ||||||
Changes in assets and liabilities: |
||||||||
Accounts receivable |
898,670 | 312,164 | ||||||
Inventories |
(243,203 | ) | (205,384 | ) | ||||
Prepaid expenses |
(39,713 | ) | (160,742 | ) | ||||
Deferred revenue |
(331,000 | ) | | |||||
Accounts payable and accrued expenses |
(235,504 | ) | (611,841 | ) | ||||
Pension and other benefits |
101 | 40,069 | ||||||
Income taxes |
4,079 | 1,410,038 | ||||||
Net cash provided by operating activities |
413,920 | 1,037,074 | ||||||
Investing activities |
||||||||
Purchase of property, plant and equipment |
(884,622 | ) | (31,956 | ) | ||||
Net cash used in investing activities |
(884,622 | ) | (31,956 | ) | ||||
Financing activities |
||||||||
Long-term debt payments |
(100,000 | ) | | |||||
Repayment of factoring agreement |
| (428,588 | ) | |||||
Borrowings under line of credit |
500,000 | | ||||||
Net cash
provided by (used in) financing activities |
400,000 | (428,588 | ) | |||||
Effect of exchange rate changes on cash |
10,075 | (3,622 | ) | |||||
Net increase in cash and cash equivalents |
(60,627 | ) | 572,908 | |||||
Cash and cash equivalents at beginning of period |
649,952 | 526,752 | ||||||
Cash and cash equivalents at end of period |
$ | 589,325 | $ | 1,099,660 | ||||
Supplemental cash flow information: |
||||||||
Cash paid for: |
||||||||
Interest |
$ | 27,603 | $ | 9,799 | ||||
Income taxes |
$ | 6,390 | $ | 2,725 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
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American Locker Group Incorporated and Subsidiaries
Notes to Consolidated Financial Statements
1. | Basis of Presentation |
The accompanying unaudited consolidated financial statements of American Locker Group Incorporated (the Company) 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 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 Companys management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of such consolidated financial statements, have been included. Operating results for three and the six-month periods ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ended December 31, 2011. | ||
The consolidated balance sheet at December 31, 2010 has been derived from the Companys 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 Companys consolidated financial statements and the notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2010. | ||
Additional risks and uncertainties not presently known or that the Company currently deems immaterial may also impair its business operations. Should one or more of these risks or uncertainties materialize, the Companys business, financial condition or results of operations could be materially adversely affected. |
2. | Sale of Property |
On September 18, 2009, the Company sold its headquarters and primary manufacturing facility to the City of Grapevine (the City) for a purchase price of $2,747,000. | ||
The Company was entitled to continue to occupy the facility, through December 31, 2010, at no cost. The City has further agreed to pay the Companys relocation costs within the Dallas-Fort Worth area and to pay the Companys real property taxes for the facility through June 2011. During May 2011 the Company relocated its corporate headquarters and primary manufacturing facility from Grapevine, TX to a new 100,500 sq. ft. building in DFW Airport, TX. The Company received a $341,000 payment towards the moving costs at closing which was recorded as Deferred revenue in the Companys consolidated balance sheet as of December 31, 2010. The Company offset $207,317 of moving expense against deferred revenue in the second quarter of 2011 and an unused balance of $10,000 for related moving expenses not yet incurred remains in deferred revenue at June 30, 2011. The difference of $123,683 between the deferred revenue balance at December 31, 2010, the amount offset against moving expenses and the remaining balance in deferred revenue at June 30, 2010 was recorded as Other Income. The Company incurred the majority of its moving costs during the second quarter of 2011. Proceeds of the sale were used to pay off the $2 million mortgage secured by the property and for general working capital purposes. | ||
The Company invested approximately $776,000 in the first six months of 2011 for leasehold improvements and machinery and equipment related to relocating. |
3. | Disneyland Concession Agreement |
On September 24, 2010, the Company entered into an agreement (the Disney Agreement) with Disneyland Resort, a division of Walt Disney Parks and Resorts U.S., Inc., and Hong Kong International Theme Parks Limited, (collectively referred to herein as Disney) to provide locker services under a concession arrangement. Under the Disney Agreement, the Company installed, operates and maintains electronic lockers at Disneyland Park and Disneys California Adventure Park in Anaheim, California and at Hong Kong Disneyland Park in Hong Kong. | ||
The Company installed approximately 4,300 electronic lockers under the Disney Agreement. The Company retains ownership of the lockers and receives a portion of the revenue generated by the locker operations. The term of the Disney Agreement is five years and operations began in late November 2010. The Agreement contains an option for a one year renewal at Disneys discretion. The Agreement contains a buyout option at the end of each contract year as well as a provision to compensate the Company in the event Disney terminates the Agreement without cause. |
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As the Company retained ownership of the lockers, the Company capitalized the costs of the lockers related to the Disney Agreement as property, plant, and equipment and is depreciating the cost over the five year term of the agreement. The Company recognizes revenue for its portion of the revenue as it is collected. |
4. | Inventories | |
Inventories are valued at the lower of cost or market value. Cost is determined using the first-in first-out method (FIFO). | ||
Inventories consist of the following: |
June 30, 2011 | December 31, 2010 | |||||||
Finished products |
$ | 140,906 | $ | 80,329 | ||||
Work-in-process |
1,033,491 | 857,044 | ||||||
Raw materials |
1,614,012 | 1,607,827 | ||||||
Net inventories |
$ | 2,788,409 | $ | 2,545,200 | ||||
5. | Income Taxes | |
Provision for income taxes is based upon the estimated annual effective tax rate. The effective tax rate for the six months ended June 30, 2011 and 2010 differs significantly from the statutory rate primarily due to a change in the valuation allowance of approximately $47,000 and $55,000 in 2011 and 2010, respectively. The provision for income taxes for the three months ended June 30, 2011 approximates the statutory effective rate for the reported income before tax expense. |
6. | Stockholders Equity | |
On March 31, 2011, the Company issued 12,413 shares of common stock to non-employee directors and an officer and increased other capital by $8,687, representing compensation expense of $21,100. On June 30, 2011, the Company issued 5,921 shares of common stock to directors and increased other capital by $3,079 representing compensation expense of $9,000. Changes in stockholders equity were also due to a comprehensive loss of $61,059. | ||
7. | Comprehensive Loss | |
The following table summarizes net income (loss) plus changes in accumulated other comprehensive loss, a component of stockholders equity in the consolidated statement of financial position. |
Six Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
Net Loss |
$ | (69,860 | ) | $ | (54,419 | ) | ||
Foreign currency translation adjustments |
13,144 | (3,781 | ) | |||||
Minimum pension liability adjustments,
net of tax effect of $(2,895) in 2011
and $(89) in 2010 |
(4,343 | ) | (134 | ) | ||||
Total comprehensive loss |
$ | (61,059 | ) | $ | (58,334 | ) | ||
Three Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
Net Income |
$ | 140,981 | $ | 71,082 | ||||
Foreign currency translation adjustments |
(2,485 | ) | (11,360 | ) | ||||
Minimum pension liability adjustments,
net of tax effect of $550 in 2011 and
$2,441 in 2010 |
825 | 3,661 | ||||||
Total comprehensive income |
$ | 139,321 | $ | 63,383 | ||||
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8. | Pension Benefits | |
The following sets forth the components of net periodic employee benefit cost of the Companys defined benefit pension plans for the three months ended June 30, 2011 and 2010: |
Six Months Ended June 30, | ||||||||||||||||
Pension Benefits | ||||||||||||||||
U.S. Plan | Canadian Plan | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Service cost |
$ | 10,550 | $ | 10,500 | $ | | $ | | ||||||||
Interest cost |
86,100 | 87,500 | 38,883 | 34,564 | ||||||||||||
Expected return on plan assets |
(45,400 | ) | (45,000 | ) | (42,670 | ) | (36,926 | ) | ||||||||
Net actuarial loss |
| | 7,061 | 3,375 | ||||||||||||
Net periodic benefit cost |
$ | 51,250 | $ | 53,000 | $ | 3,274 | $ | 1,013 | ||||||||
Three Months Ended June 30, | ||||||||||||||||
Pension Benefits | ||||||||||||||||
U.S. Plan | Canadian Plan | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Service cost |
$ | 5,275 | $ | 5,250 | $ | | $ | | ||||||||
Interest cost |
43,050 | 43,750 | 19,625 | 17,338 | ||||||||||||
Expected return on plan assets |
(22,700 | ) | (22,500 | ) | (21,536 | ) | (18,523 | ) | ||||||||
Net actuarial loss |
| | 3,564 | 1,693 | ||||||||||||
Net periodic benefit cost |
$ | 25,625 | $ | 26,500 | $ | 1,653 | $ | 508 | ||||||||
The Company has frozen the accrual of any additional benefits under the U.S. defined benefit pension plan effective July 15, 2005. | ||
Effective January 1, 2009, the Company converted its pension plan for its Canadian employees (the Canadian Plan) from a noncontributory defined benefit plan to a defined contribution plan. Until the conversion, benefits for the salaried employees were based on specified percentages of the employees monthly compensation. The conversion of the Canadian plan has the effect of freezing the accrual of future defined benefits under the plan. Under the defined contribution plan, the Company will contribute 3% of employee compensation plus 50% of employee elective contributions up to a maximum contribution of 5% of employee compensation. | ||
The Fair Value Measurements and Disclosure Topic of the ASC requires the categorization of financial assets and liabilities, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to the quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs. The various values of the Fair Value Measurements and Disclosure Topic of the ASC fair value hierarchy are described as follows: | ||
Level 1 Financial assets and liabilities whose values are based on unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access. | ||
Level 2 Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability. | ||
Level 3 Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. | ||
The fair value hierarchy of the plan assets are as follows: |
June 30, 2011 | ||||||||||||
US Plan | Canadian Plan | |||||||||||
Cash and cash equivalents |
Level 1 | | $ | 28,928 | ||||||||
Mutual funds |
Level 1 | | 1,174,979 | |||||||||
Pooled separate accounts |
Level 2 | $ | 1,922,262 | | ||||||||
Total |
$ | 1,922,262 | $ | 1,203,907 | ||||||||
US pension plan assets are invested solely in pooled separate account funds, which are managed by MetLife. The net asset values (NAV) are based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number |
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of units outstanding. The NAVs unit price of the pooled separate accounts is not quoted on any market; however, the unit price is based on the underlying investments which are traded in an active market and are priced by independent providers. There have been no significant transfers in or out of Level 1 or Level 2 fair value measurements. |
For additional information on the defined benefit pension plans, please refer to Note 10 of the consolidated financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2010. |
9. | Earnings Per Share |
The Company reports earnings per share in accordance with appropriate accounting guidance. The
following table sets forth the computation of basic and diluted earnings per common share:
Six Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
Numerator: |
||||||||
Net income (loss) |
$ | (69,860 | ) | $ | (54,419 | ) | ||
Denominator: |
||||||||
Denominator for earnings per share (basic and diluted) weighted average shares |
1,648,313 | 1,594,677 | ||||||
Income (loss) per common share (basic and diluted): |
$ | (0.04 | ) | $ | (0.03 | ) | ||
Three Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
Numerator: |
||||||||
Net income (loss) |
$ | 140,981 | $ | 71,082 | ||||
Denominator: |
||||||||
Denominator for earnings per share (basic and diluted) weighted average shares |
1,654,519 | 1,600,338 | ||||||
Income (loss) per common share (basic and diluted): |
$ | 0.09 | $ | 0.04 | ||||
The Company had 12,000 stock options outstanding at June 30, 2011 and 2010, respectively, which were not included in the common share computation for loss per share, as the common stock equivalents were anti-dilutive. |
10. | Debt |
On December 8, 2010, the Company entered into a credit agreement (the Loan Agreement) with Bank of America Merrill Lynch (BAML), pursuant to which the Company obtained a $1 million term loan (the Term Loan) and a $2.5 million revolving line of credit (the Line of Credit). | ||
The proceeds of the Term Loan were used to fund the Companys investment in lockers used in the Disneyland concession agreement. The proceeds of the Line of Credit will be used primarily for working capital needs in the ordinary course of business and for general corporate purposes. | ||
The Company can borrow, repay and re-borrow principal under the Line of Credit from time to time during its term, but the outstanding principal balance of the Line of Credit may not exceed the lesser of the borrowing base or $2,500,000. For purposes of the Line of Credit, borrowing base is calculated by multiplying eligible accounts receivable of the Company by 80% and eligible raw material and finished goods by 50%. As of June 30, 2011 there was $500,000 outstanding on the Line of Credit. | ||
The outstanding principal balances of the Line of Credit and the Term Loan bear interest at the one month LIBOR rate plus 375 basis points (3.75%). Accrued interest payments on the outstanding principal balance of the Line of Credit are due monthly, and all outstanding principal payments under the Line of Credit, together with all accrued but unpaid interest, is due at maturity, or December 8, 2011. Payments on the Term Loan, consisting of $16,667 in principal plus accrued interest, began in 2011. The entire outstanding balance of the Term Loan is due on December 8, 2015. | ||
The Loan Agreement is secured by a first priority lien on all of the Companys accounts receivable, inventory and equipment pursuant to a Security Agreement between the Company and BAML (the Credit Security Agreement). | ||
The Credit Security Agreement and Loan Agreement contain covenants, including financial covenants, with which the Company must comply, including a debt service coverage ratio and a funded debt to EBITDA ratio. Subject to the Lenders consent, the Company is prohibited under the Credit Security Agreement and the Loan Agreement, except under certain circumstances, from incurring or assuming additional debt and from permitting liens to be placed upon any of its property, assets or revenues. |
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Additionally, the Company is prohibited from entering into certain transactions, including a merger or consolidation, without the Lenders consent. |
11. | Restructuring |
As a result of the economic crisis, the Company implemented a restructuring in January 2009 to rationalize its cost structure in an uncertain economic environment. The restructuring included the elimination of approximately 50 permanent and temporary positions (a reduction of approximately 40% of the Companys workforce) as well as an across the board 10% reduction in wages and a 15% reduction in the base fee paid to members of the Companys Board of Directors. These reductions resulted in severance and payroll charges during the year ended December 31, 2009 of approximately $264,000. As of June 30, 2011, the remaining balance of these payments is expected to be made over the next six months. Additionally, the Company expects to incur $100,000 in relocation expenses, which has not been accrued for, when it relocates its Ellicottville, New York operations to Texas during 2011. The restructuring and relocation is expected to result in approximately $240,000 in annual savings when completed. To implement the January 2009 restructuring plan, management anticipates incurring aggregate impairment charges and costs of $396,000 of which $296,000 have been previously incurred. Accrued restructuring expenses of $144,000 are included in Other accrued expenses in the Companys consolidated balance sheet. | ||
The following table analyzes the changes in the Companys reserve with respect to the restructuring plan for the six months ended June 30, 2011: |
December 31, 2010 | Expense | Payment/Charges | June 30, 2011 | |||||||||||||
Severance |
$ | 132,000 | | $ | (1,613 | ) | $ | 130,387 | ||||||||
Other |
12,000 | | | 12,000 | ||||||||||||
Total |
$ | 144,000 | | $ | (1,613 | ) | $ | 142,387 | ||||||||
The following table analyzes the changes in the Companys reserve with respect to the restructuring plan for the three months ended June 30, 2011: |
March 31, 2011 | Expense | Payment/Charges | June 30, 2011 | |||||||||||||
Severance |
$ | 132,000 | | $ | (1,613 | ) | $ | 130,387 | ||||||||
Other |
12,000 | | | 12,000 | ||||||||||||
Total |
$ | 144,000 | | $ | (1,613 | ) | $ | 142,387 | ||||||||
12. | Commitments and Contingencies | |
In July 2001, the Company received a letter from the New York State Department of Environmental Conservation (the NYSDEC) advising the Company that it is a potentially responsible party (PRP) with respect to environmental contamination at and alleged migration from property located in Gowanda, New York which was sold by the Company to Gowanda Electronics Corporation prior to 1980. In March 2001, the NYSDEC issued a Record of Decision with respect to the Gowanda site in which it set forth a remedy, including continued operation of an existing extraction well and air stripper, installation of groundwater pumping wells and a collection trench, construction of a treatment system in a separate building on the site, installation of a reactive iron wall covering 250 linear feet, which is intended to intercept any contaminates, and implementation of an on-going monitoring system. The NYSDEC has estimated that its selected remediation plan will cost approximately $688,000 for initial construction and a total of $1,997,000 with respect to expected operation and maintenance expenses over a 30-year period after completion of initial construction. The Company has not conceded to the NYSDEC that the Company is liable with respect to this matter and has not agreed with the NYSDEC that the remediation plan selected by NYSDEC is the most appropriate plan. This matter has not been litigated, and at the present time the Company has only been identified as a PRP. The Company also believes that other parties may have been identified by the NYSDEC as PRPs, and the allocation of financial responsibility of such parties has not been litigated. Based upon currently available information, the Company is unable to estimate timing with respect to the resolution of this matter. The NYSDEC has not commenced implementation of the remedial plan and has not indicated when construction will start, if ever. The Companys primary insurance carrier has assumed the cost of the Companys defense in this matter, subject to a reservation of rights. | ||
Beginning in September 1998 the Company has been named as an additional defendant in approximately 226 cases pending in state court in Massachusetts and one in the state of Washington. The plaintiffs in each case assert that a division of the Company manufactured and furnished components containing asbestos to a shipyard during the period from 1948 to 1972 and that injury resulted from exposure to such products. The assets of this division were sold by the Company in 1973. During the process of |
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discovery in certain of these actions, documents from sources outside the Company have been produced which indicate that the Company appears to have been included in the chain of title for certain wall panels which contained asbestos and which were delivered to the Massachusetts shipyards. Defense of these cases has been assumed by the Companys insurance carrier, subject to a reservation of rights. Settlement agreements have been entered in approximately 31 cases with funds authorized and provided by the Companys insurance carrier. Further, over 157 cases have been terminated as to the Company without liability to the Company under Massachusetts procedural rules. Therefore, the balance of unresolved cases against the Company as of March 9, 2011, the most recent date data is available, is approximately 39 cases. |
While the Company cannot estimate potential damages or predict the ultimate resolution of these asbestos cases as the discovery proceedings on the cases are not complete, based upon the Companys experience to date with similar cases, as well as the assumption that insurance coverage will continue to be provided with respect to these cases, at the present time, the Company does not believe that the outcome of these cases will have a significant adverse impact on the Companys operations or financial condition. | ||
The Company is involved in other claims and litigation from time to time in the normal course of business. The Company does not believe these matters will have a significant adverse impact on the Companys operations or financial condition. |
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations. |
Effect of New Accounting Guidance | ||
None. |
Results of Operations the Six Months Ended June 30, 2011 Compared to the Six Months Ended June
30, 2010
Overall Results and Outlook
The financial market and economic turmoil and the related disruption of the credit markets caused a
significant slowdown in new construction of multifamily and commercial buildings starting in the
second half of 2008 and continuing to the present has constrained revenue growth in 2011. The
economic crisis also negatively impacted the Companys customers in the travel and recreation
industries. New construction in these markets is a key driver of revenue for the Company. Because
of the Companys relocation in the second quarter, some shipments planned for the second quarter of
2011 were deferred to July.
Consolidated net sales for the first six months of 2011 reflect an increase of $307,417, as
compared to 2010, to $6,159,051, representing a 5.3% increase. This increase was primarily
attributable to increases in concession revenue from the Disney agreement. Pre-tax operating results
declined to a pre-tax loss of $82 for the first six months of 2011 from pre-tax income of $30,260
for the first six months of 2010. After tax operating results declined to net loss of $69,860 for
the first six months of 2011 from a net loss of $54,419 for the first six months of 2010. Net loss
per share (basic and diluted) was $0.04 in the first six months of 2011, an increase from a net
loss per share (basic and diluted) of $0.03 for the first six months of 2010.
Net Sales
Consolidated net sales for the six months ended June 30, 2011 were $6,159,051, an increase of
$307,417, or 5.3%, compared to net sales of $5,851,634 for the same period of 2010. Manufacturing
disruptions related to the Companys move constrained revenue growth for the six months ended June
30, 2011. Sales of lockers for the six months ended June 30, 2011 were $4,398,705, an increase of
$115,172, or 2.7%, compared to sales of $4,283,533 for the same period of 2010. The increase is
primarily attributable to increased market share resulting from the Company reorganization of its
outside sales efforts to focus on larger projects and inside sales to focus on facilitating smaller
orders and servicing distributors.
Concession revenue for the six months ended June 30, 2011 was $561,227, an increase of $502,826 or
861.0% from concession revenue of $58,401 for the same period of 2010. The concession revenue
increase was driven by the Disneyland Resort and Hong Kong Disneyland concessions which commenced
operations in late November 2010. Additionally, sales of mailboxes were $1,062,501 for the six
months ended June 30, 2011, a decrease of $56,949, or 5.1%, compared to sales of $1,119,450 for the
same period of 2010. Decreased mailbox sales were the result of decreased sales of post office
boxes to the United States Postal Service and the private market.
Sales of contract manufacturing services were $136,618 for the six months ended June 30, 2011
compared to $390,250 for the same period of 2010. This decrease was primarily due to the refocusing
of sales efforts from bid-based, short duration contracts to sustainable relationships with Fortune
1000 customers as described below. As part of this process, the Company dramatically reduced its
business with the customer that accounted for most of its contract manufacturing revenue in 2010.
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Contract manufacturing includes the manufacture of metal furniture, electrical enclosures and other
metal products for third party customers. Revenue from contract manufacturing is volatile and
should be expected to vary substantially from quarter to quarter. In order to increase the
stability and growth of contract manufacturing revenue, the Company has refocused its contract
manufacturing efforts on selling electrical enclosures and components to Fortune 1000 customers.
This will allow the Company to benefit from the trend of bringing the manufacturing of items back
to the United States that were previously manufactured overseas. This process improves quality,
reduces lead time and reduces total costs for the end user.
Six Months Ended June 30, | Percentage | |||||||||||
2011 | 2010 | Increase/(Decrease) | ||||||||||
Lockers |
$ | 4,398,705 | $ | 4,283,533 | 2.7 | % | ||||||
Mailboxes |
1,062,501 | 1,119,450 | (5.1 | )% | ||||||||
Contract Manufacturing |
136,618 | 390,250 | (65.0 | )% | ||||||||
Concession Revenues |
561,227 | 58,401 | 861.0 | % | ||||||||
Total |
$ | 6,159,051 | $ | 5,851,634 | 5.3 | % | ||||||
Gross Margin
Consolidated gross margin for the six months ended June 30, 2011 was $1,947,856, or 31.6% of net
sales, compared to $2,140,303, or 36.6% of net sales, for the same period of 2010, a decrease of
$192,447, or 9.0%. The decrease in gross margin as a percentage of sales was primarily due to
increased raw material costs for aluminum and steel, and the commencement of rent at the new
facility.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the six months ended June 30, 2011 were $2,050,821
or 33.3% of net sales, compared to $2,104,154 or 35.9% of net sales for the same period of 2010, a
decrease of $53,333, or 2.5%. The decrease was primarily due to a decrease in legal fees of
approximately $55,000 for the six months ended June 30, 2011, as compared to the same period in
2010.
Interest Expense
Interest expense for the six months ended June 30, 2011 was $27,861, an increase of $18,062, or
184.3%, compared to interest expense of $9,799 for the same period of 2010. This increase is due to
the Company entering into a new loan agreement with Bank of America Merrill Lynch on December 8,
2010.
Other Income
During May 2011 the Company relocated its corporate headquarters and Texas manufacturing facility
from Grapevine, TX to a new 100,500 sq. ft. building in DFW Airport, TX.
The Company sold its prior location to the City of Grapevine (the City) in 2009 (see note 2 to
the consolidated financial statements). The City provided $341,000 for a relocation allowance
which was recorded on the balance sheet as Deferred
revenue. The Company offset $207,317 of moving
expense against deferred revenue in the second quarter of 2011 and an unused balance of $10,000 for
related moving expenses not yet incurred remains in deferred revenue at June 30, 2011. The
difference of $123,683 between the total deferred revenue, moving expenses incurred in the first
six months and those not yet incurred was recorded as an increase to Other Income in the current
quarter.
Income Taxes
For the six months ended June 30, 2011, the Company recorded an income tax expense of $69,778,
compared to an income tax expense of $84,679 for the same period of 2010. The Companys effective
tax rate differs significantly from the statutory rate primarily due to a decrease in the valuation
allowance for net operating loss of $47,000.
Non-GAAP Financial Measure Adjusted EBITDA
The Company presents the non-GAAP financial performance measure of Adjusted EBITDA because
management uses this measure to monitor and evaluate the performance of the business and believes
the presentation of this measure will enhance investors ability to analyze trends in the Companys
business, evaluate the Companys performance relative to other companies, and evaluate the
Companys ability to service debt.
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Adjusted EBITDA is not a presentation made in accordance with GAAP and our computation of
Adjusted EBITDA may vary from other companies. Adjusted EBITDA should not be considered as an
alternative to operating earnings or net income as a measure of operating performance. In
addition, Adjusted EBITDA is not presented as and should not be considered as an alternative to
cash flows as a measure of liquidity. Adjusted EBITDA has important limitations as an analytical
tool and should not be considered in isolation, or as a substitute for analysis of our results as
reported under GAAP. For example, Adjusted EBITDA:
| Does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; | ||
| Does not reflect changes in, or cash requirements for, our working capital needs; | ||
| Does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; | ||
| Excludes tax payments that represent a reduction in available cash; | ||
| Excludes non-cash equity based compensation; | ||
| Excludes one-time restructuring costs and pension settlement costs; and | ||
| Does not reflect any cash requirements for assets being depreciated and amortized that may have to be replaced in the future. |
The following table reconciles earnings as reflected in our condensed consolidated statements of
operations prepared in accordance with GAAP to Adjusted EBITDA:
Six Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
Net loss |
$ | (69,860 | ) | $ | (54,419 | ) | ||
Income tax expense (benefit) |
69,778 | 84,679 | ||||||
Interest expense |
27,861 | 9,799 | ||||||
Other income (move allowance in excess
of expense) |
(123,683 | ) | | |||||
Depreciation and amortization expense |
322,605 | 164,162 | ||||||
Equity based compensation |
30,100 | 39,268 | ||||||
Adjusted EBITDA |
$ | 256,801 | $ | 243,489 | ||||
Adjusted EBITDA as a percentage of revenues |
4.2 | % | 4.2 | % |
Results of Operations Three Months Ended June 30, 2011 Compared to the Three Months Ended June
30, 2010
Overall Results and Outlook
The financial market and economic turmoil and related disruption of the credit markets has caused a
significant slowdown in new construction of multifamily and commercial buildings starting in the
second half of 2008 and continuing to the present has constrained revenue growth in 2011. The
economic crisis has also negatively impacted our customers in the travel and recreation industries.
New construction in these markets is a key driver of revenue for the Company. Because of the
Companys relocation in the second quarter some shipments planned for the second quarter of 2011
were deferred until July.
Consolidated net sales for the second quarter of 2011 reflect an increase in net sales of $196,944
to $3,309,340 when compared to net sales of $3,112,396 for the same period of 2010, representing a
6.3% increase. This increase was primarily attributable to an increase in concession revenue
relating to the Disney Agreement offsetting a decline in mailboxes. Pre-tax operating results
improved to a pre-tax profit of $204,023 for the second quarter of 2011 from a pre-tax profit of
$124,093 for the second quarter of 2010. After tax operating results improved to net income of
$140,981 for the second quarter of 2011 from a net income of $71,082 for the second quarter of
2010. Net income per share (basic and diluted) was $0.09 in the second quarter of 2011, an
increase from a net income per share (basic and diluted) of $0.04 for the second quarter of 2010.
Net Sales
Consolidated net sales for the three months ended June 30, 2011 were $3,309,340, an increase of
$196,944, or 6.3%, compared to net sales of $3,112,396 for the same period of 2010. Manufacturing
disruptions related to the Companys move constrained revenue growth for the three months ended
June 30, 2011. Sales of lockers for the three months ended June 30, 2011 were $2,538,071, an
increase of $33,749, or 1.3%, compared to sales of $2,504,322 for the same period of 2010. The
increase is primarily attributable to
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increased market share resulting from the Company reorganization of its outside sales efforts to
focus on larger projects and inside sales to focus on facilitating smaller orders and servicing
distributors.
Concession revenue for the three months ended June 30, 2011 was $301,594, an increase of $288,320
or 2172.0% from concession revenue of $13,274 for the same period of 2010. The concession revenue
increase was driven by the Disneyland Resort and Hong Kong Disneyland concessions which commenced
operations in late November 2010. Additionally, sales of mailboxes were $407,131 for the three
months ended June 30, 2011, a decrease of $170,308, or 29.5%, compared to sales of $577,439 for the
same period of 2010. Decreased mailbox sales were the result of decreased sales of post office
boxes to the United States Postal Service and the private market.
Sales of contract manufacturing services were $62,544 for the three months ended June 30, 2011
compared to $17,361 for the same period of 2010. This increase was primarily due to the refocusing
of sales efforts from bid-based, short duration contracts to sustainable relationships with Fortune
1000 customers as described below.
Contract manufacturing includes the manufacture of metal furniture, electrical enclosures and other
metal products for third party customers. Revenue from contract manufacturing is volatile and
should be expected to vary substantially from quarter to quarter. In order to increase the
stability and growth of contract manufacturing revenue, the Company has refocused its contract
manufacturing efforts on selling electrical enclosures and components to Fortune 1000 customers.
This will allow the Company to benefit from the trend of bringing the manufacturing of items back
to the United States that were previously manufactured overseas. This process improves quality,
reduces lead time and reduces total costs for the end user.
Three Months Ended June 30, | Percentage | |||||||||||
2011 | 2010 | Increase/(Decrease) | ||||||||||
Lockers |
$ | 2,538,071 | $ | 2,504,322 | 1.3 | % | ||||||
Mailboxes |
407,131 | 577,439 | (29.5 | )% | ||||||||
Contract
Manufacturing |
62,544 | 17,361 | 260.3 | % | ||||||||
Concession Revenues |
301,594 | 13,274 | 2172.1 | % | ||||||||
Total |
$ | 3,309,340 | $ | 3,112,396 | 6.3 | % | ||||||
Gross Margin
Consolidated gross margin for the three months ended June 30, 2011 was $1,148,585, or 34.7% of net
sales, compared to $1,201,017, or 38.6% of net sales, for the same period of 2010, a decrease of
$52,432, or 4.4%. The decrease in gross margin as a percentage of sales was primarily due to
increased raw material costs for aluminum and steel, and the commencement of rent at the new
facility. Gross margin also decreased as a result of labor inefficiencies relating to the
relocation.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended June 30, 2011 were
$1,072,737 or 32.4% of net sales, compared to $1,070,625, or 34.4% of net sales for the same period
of 2010, an increase of $2,112, or 0.2%. This reflects the nature of the selling, general and
administrative expenses as being relatively fixed at this revenue level.
Interest Expense
Interest expense for the three month period ended June 30, 2011 was $14,384, an increase of
$11,834, or 464.1%, compared to interest expense of $2,550 for the same period of 2010. This
increase is due to the Company entering into a new loan agreement with Bank of America Merrill
Lynch on December 8, 2010.
Other Income
During May 2011 the Company relocated its corporate headquarters and Texas manufacturing facility
from Grapevine, TX to a new 100,500 sq. ft. building in DFW Airport, TX.
The Company sold its prior location to the City of Grapevine (the City) in 2009 (see note 2 to
the consolidated financial statements). The City provided $341,000 for a relocation allowance which
was recorded on the balance sheet as Deferred revenue. The Company offset $207,317 of moving
expense against deferred revenue in the second quarter of 2011 and an unused balance of $10,000 for
related moving expenses not yet incurred remains in deferred revenue at June 30, 2011. The
difference of $123,683 between the total
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deferred
revenue, moving expenses incurred in the first six months and those
not yet incurred was recorded as an increase to Other Income in the current quarter.
Income Taxes
For the second quarter of 2011, the Company recorded an income tax expense of $63,042 compared to
an income tax expense of $53,011 for the same period of 2010. The Companys effective tax rate on
earnings was approximately 30.9% and 42.7% in the second quarter of 2011 and 2010, respectively.
The lower effective tax rate in 2011 was primarily due to a decrease in the valuation allowance for
net operating loss of $13,000.
Non-GAAP Financial Measure Adjusted EBITDA
The Company presents the non-GAAP financial performance measure of Adjusted EBITDA because
management uses this measure to monitor and evaluate the performance of the business and believe
the presentation of this measure will enhance investors ability to analyze trends in the Companys
business, evaluate the Companys performance relative to other companies and evaluate the Companys
ability to service debt.
Adjusted EBITDA is not a presentation made in accordance with GAAP and our computation of Adjusted
EBITDA may vary from other companies. Adjusted EBITDA should not be considered as an alternative
to operating earnings or net income as a measure of operating performance. In addition, Adjusted
EBITDA is not presented as and should not be considered as an alternative to cash flows as a
measure of liquidity. Adjusted EBITDA has important limitations as an analytical tool and should
not be considered in isolation, or as a substitute for analysis of our results as reported under
GAAP. For example, Adjusted EBITDA:
| Does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; | ||
| Does not reflect changes in, or cash requirements for, our working capital needs; | ||
| Does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; | ||
| Does not reflect any cash requirements for assets being depreciated and amortized that may have to be replaced in the future; and | ||
| Excludes onetime expenses and equity compensation. |
The following table reconciles earnings as reflected in our condensed consolidated statements of
operations prepared in accordance with GAAP to Adjusted EBITDA:
Three Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
Net income (loss) |
$ | 140,981 | $ | 71,082 | ||||
Income tax expense (benefit) |
63,042 | 53,011 | ||||||
Interest expense |
14,384 | 2,550 | ||||||
Other income (move allowance in excess of expense) |
(123,683 | ) | | |||||
Depreciation and amortization expense |
165,160 | 77,029 | ||||||
Equity based compensation |
9,000 | 17,938 | ||||||
Adjusted EBITDA |
$ | 268,884 | $ | 221,610 | ||||
Adjusted EBITDA as a percentage of revenues |
8.1 | % | 7.1 | % |
Liquidity and Sources of Capital
The Companys liquidity is reflected by its current ratio, which is the ratio of current assets to
current liabilities, and its working capital, which is the excess of current assets over current
liabilities. These measures of liquidity were as follows:
As of June 30, | As of December 31, | |||||||
2011 | 2010 | |||||||
Current Ratio |
1.73 to 1 | 1.96 to 1 | ||||||
Working Capital |
$ | 2,409,976 | $ | 3,011,293 |
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The decrease in working capital of $601,317 relates primarily to the net loss for the six months
ended June 30, 2011 of $69,860, as well as approximately $776,000 worth of leasehold improvements
and machinery and equipment purchases related to the new facility.
The
Companys capital expenditures approximated $885,000 and
$1,969,000 for the six months ended June 30, 2011 and twelve months
ended December 31, 2010, respectively. The majority of these capital
expenditures were related to relocating our headquarters and for
equipment supporting concession contracts. Relocation related
capital expenditures are substantially complete. Except for capital
expenditures to support future concession contracts, the Company
expects future capital expenditures to be lower than the amounts
expended in 2010 and the first six months of 2011.
The Companys primary sources of liquidity include available cash and cash equivalents and
borrowings available under the Line of Credit.
Expected uses of cash in fiscal 2011 include funds required to support the Companys operating
activities, capital expenditures and contributions to the Companys defined benefit pension plans.
The Company has taken steps to enhance its liquidity position with the Loan Agreement, which
expands its ability to leverage accounts receivable and inventory. The Companys plans to manage
its liquidity position in 2011 include maintaining an intense focus on controlling expenses,
continuing the Companys implementation of LEAN manufacturing processes, and reducing inventory
levels by increasing sales and using excess capacity by manufacturing products for outside parties.
The Company has considered the impact of the financial outlook on its liquidity and has performed
an analysis of the key assumptions in its forecast. Based upon these analyses and evaluations, the
Company expects that its anticipated sources of liquidity will be sufficient to meet its
obligations without disposition of assets outside of the ordinary course of business or significant
revisions of the Companys planned operations through 2011.
Since 2008 the
credit markets have experienced significant dislocations and
liquidity disruptions. These factors materially impacted debt markets, making financing terms for borrowers less
attractive, and in certain cases have resulted in the unavailability of certain types of debt
financing. Although credit availability has improved, continued
uncertainty in the credit markets, as well as the repercussions of
Standard and Poors decision to downgrade the United
States credit rating on August 5, 2011,
may still negatively impact the Companys ability to access additional debt financing on favorable
terms, or at all. The credit market disruptions could impair the Companys ability to fund
operations, limit the Companys ability to expand the business or increase interest expense, which
could have a material adverse effect on the Companys financial results.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company.
Unregistered Sale of Equity Securities
In
March 2011, the Company granted a total of 12,413 shares of common stock to non-employee
directors and an officer. The shares were granted in consideration of services, and were valued at
the market value on the date of grant. The issuance of the shares was exempt from registration
pursuant to Section 4(2) of the Securities Act, as the issuance did not involve a public offering
of securities.
In
June 2011, the Company granted a total of 5,921 shares of common stock to non-employee directors.
The shares were granted in consideration of services, and were valued at the market value on the
date of grant. The issuance of the shares was exempt from registration pursuant to Section 4(2) of
the Securities Act, as the issuance did not involve a public offering of securities.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Raw Materials
The Company does not have any long-term commitments for the purchase of raw materials. With
respect to its products that use steel and aluminum, the Company expects that any raw material
price changes would be reflected in adjusted sales prices. The Company believes that the risk of
supply interruptions due to such matters as strikes at the source of supply or to logistics systems
is limited. Present sources of supplies and raw materials incorporated into the Companys products
are generally considered to be adequate and are currently available in the marketplace.
Foreign Currency
The Companys Canadian and Hong Kong operations subject the Company to foreign currency risk,
though it is not considered a significant risk since the foreign
operations net assets represented
only 14.6% of the Companys aggregate net assets at June 30, 2011. Presently, management does not
hedge its foreign currency risk.
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Item 4. Controls and Procedures
The Company carried out an evaluation, under the supervision and with the participation of its
management, including its principal executive officer and principal accounting officer, of the
effectiveness of its disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of June 30, 2011. These disclosure controls
and procedures are designed to provide reasonable assurance to the Companys management and board
of directors that information required to be disclosed by the Company in the reports that it files
under the Exchange Act is accumulated and communicated to its management, as appropriate to allow
timely decisions regarding required disclosure. Based on that evaluation, the principal executive
officer and principal accounting officer of the Company have concluded that the Companys
disclosure controls and procedures as of June 30, 2011 were effective, at the reasonable assurance
level, to ensure that (a) material information relating to the Company is accumulated and made
known to the Companys management, including its principal executive officer and principal
accounting officer, to allow timely decisions regarding required disclosure and (b) is recorded,
processed, summarized and reported within the time periods specified in the SECs rules and forms.
There have been no changes in the Companys internal control over financial reporting that occurred
during the quarter covered by this report that have materially affected, or are reasonably likely
to materially affect, its internal control over financial reporting.
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PART II OTHER INFORMATION
Item 6. Exhibits.
Except as otherwise indicated, the following documents are filed as part of this Quarterly Report on Form 10-Q:
Exhibit | ||
Number | Description | |
31.1
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934. | |
31.2
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934. | |
32.1
|
Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS** |
XBRL Instance Document | |
101.SCH** |
XBRL Taxonomy Extension Schema Document | |
101.CAL** |
XBRL Taxonomy Extension Calculation Linkbase Document | |
101.LAB** |
XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE** |
XBRL Taxonomy Extension Presentation Linkbase Document | |
** | Furnished herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AMERICAN LOCKER GROUP INCORPORATED |
||||
August 15, 2011 | By: | /s/ Allen D. Tilley | ||
Allen D. Tilley | ||||
Chief Executive Officer | ||||
August 15, 2011 | By: | /s/ David C. Shiring | ||
David C. Shiring | ||||
Chief Financial Officer | ||||
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