UNITED STATES
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

o		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

Commission File Number: 0-439

American Locker Group Incorporated

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		16-0338330 (I.R.S. Employer Identification No.)
2701 Regent Blvd., Suite 200 DFW Airport, TX (Address of principal executive offices)		75261 (Zip code)

(817) 329-1600
(Registrant’s telephone number, including area code)

None
(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 issuer’s classes of common equity, as of the latest practicable date: 1,665,842 shares of common stock, par value $1.00, issued and outstanding as of November 14, 2011.

 

 

TABLE OF CONTENTS

		Page No.
FORWARD-LOOKING INFORMATION			3
PART I — FINANCIAL INFORMATION			3
Item 1. Financial Statements			3
Consolidated Balance Sheets (Unaudited) as of September 30, 2011 and December 31, 2010			4
Consolidated Statements of Operations (Unaudited) for the Nine Months Ended September 30, 2011 and 2010			6
Consolidated Statements of Operations (Unaudited) for the Three Months Ended September 30, 2011 and 2010			7
Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2011 and 2010			8
Notes to Consolidated Financial Statements			9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			14
Item 3. Quantitative and Qualitative Disclosures About Market Risk			19
Item 4. Controls and Procedures			20
PART II — OTHER INFORMATION			21
Item 6. Exhibits			21
SIGNATURES			22
EX-31.1
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

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. Management’s 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 Company’s statements regarding business strategy, implementation of its restructuring plan, competition, new product development, liquidity and capital resources are based on management’s 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 Company’s control. The Company’s actual results could differ materially from those expressed in any forward-looking statement made by or on the Company’s 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 management’s 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 Company’s audited financial statements for the year ended December 31, 2010 presented in the Company’s 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.

American Locker Group Incorporated and Subsidiaries

Consolidated Balance Sheets

		September 30,				December 31,
		2011 (Unaudited)				2010
Assets
Current assets:
Cash and cash equivalents		$	540,910			$	649,952
Accounts receivable, less allowance for doubtful accounts of approximately $164,000 in 2011 and $134,000 in 2010			1,821,821				2,370,642
Inventories, net			2,961,701				2,545,200
Prepaid expenses			225,479				227,570
Deferred income taxes			270,142				358,481
Total current assets			5,820,053				6,151,845
Property, plant and equipment:
Land			500				500
Buildings and leasehold improvements			757,634				397,136
Machinery and equipment			10,639,702				10,050,517
			11,397,836				10,448,153
Less allowance for depreciation and amortization			(7,895,319	)			(7,442,888	)
			3,502,517				3,005,265
Other noncurrent assets			47,251				41,545
Deferred income taxes			569,696				510,635
Total assets		$	9,939,517			$	9,709,290

The accompanying notes are an integral part of these consolidated financial statements.

American Locker Group Incorporated and Subsidiaries

Consolidated Balance Sheets (continued)

		September 30,				December 31,
		2011 (Unaudited)				2010
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	2,191,155			$	1,992,819
Commissions, salaries, wages, and taxes thereon			172,572				193,006
Income taxes payable			70,719				65,203
Revolving line of credit			500,000				—
Current portion of long-term debt			200,000				200,000
Deferred revenue			—				341,000
Other accrued expenses			476,258				348,524
Total current liabilities			3,610,704				3,140,552
Long-term liabilities:
Long-term debt, net of current portion			650,000				800,000
Pension and other benefits			1,303,038				1,466,179
			1,953,038				2,266,179
Total liabilities			5,563,742				5,406,731
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock, $1.00 par value:
Authorized shares — 4,000,000 Issued shares — 1,857,842 in 2011 and 1,834,106 in 2010; Outstanding shares — 1,665,842 in 2011 and 1,642,106 in 2010			1,857,842				1,834,106
Other capital			279,135				265,271
Retained earnings			5,017,637				4,964,006
Treasury stock at cost, 192,000 shares			(2,112,000	)			(2,112,000	)
Accumulated other comprehensive loss			(666,839	)			(648,824	)
Total stockholders’ equity			4,375,775				4,302,559
Total liabilities and stockholders’ equity		$	9,939,517			$	9,709,290

The accompanying notes are an integral part of these consolidated financial statements.

American Locker Group Incorporated and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

		Nine Months Ended September 30,
		2011				2010
Net Sales		$	9,775,502			$	8,800,340
Cost of products sold			6,668,041				5,513,219
Gross profit			3,107,461				3,287,121
Selling, general and administrative expenses			3,091,276				3,143,405
Total operating income (loss)			16,185				143,716
Other income (expense):
Interest income			82				17,629
Other income (expense) — net			129,187				(4,663	)
Interest expense			(46,541	)			(11,957	)
Total other income (expense)			82,728				1,009
Income before income taxes			98,913				144,725
Income tax expense			(45,282	)			(76,822	)
Net income		$	53,631			$	67,903
Weighted average common shares:
Basic			1,652,422				1,600,439
Diluted			1,652,422				1,600,439
Loss per share of common stock:
Basic		$	0.03			$	0.04
Diluted		$	0.03			$	0.04

The accompanying notes are an integral part of these consolidated financial statements.

American Locker Group Incorporated and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

		Three Months Ended September 30,
		2011				2010
Net Sales		$	3,616,451			$	2,948,706
Cost of products sold			2,456,846				1,801,888
Gross profit			1,159,605				1,146,818
Selling, general and administrative expenses			1,040,455				1,039,251
Total operating income			119,150				107,567
Other income (expense):
Interest income			8				120
Other income (expense) — net			(1,483	)			8,936
Interest expense			(18,680	)			(2,158	)
Total other income (expense)			(20,155	)			6,898
Income before income taxes			98,995				114,465
Income tax benefit			24,496				7,857
Net income		$	123,491			$	122,322
Weighted average common shares:
Basic			1,660,440				1,611,343
Diluted			1,660,440				1,611,343
Income per share of common stock:
Basic		$	0.07			$	0.08
Diluted		$	0.07			$	0.08

The accompanying notes are an integral part of these consolidated financial statements.

American Locker Group Incorporated and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

		Nine Months Ended September 30,
		2011				2010
Operating activities
Net income		$	53,631			$	67,903
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization			494,003				230,000
Provision for uncollectible accounts			31,500				20,000
Equity based compensation			37,600				50,518
Deferred income taxes			31,650				73,034
Changes in assets and liabilities:
Accounts receivable			691,427				652,366
Inventories			(416,887	)			(742,785	)
Prepaid expenses			1,866				(92,275	)
Deferred revenue			(341,000	)			—
Accounts payable and accrued expenses			118,768				(643,998	)
Pension and other benefits			(174,358	)			62,328
Income taxes			5,520				1,405,076
Net cash provided by operating activities			533,720				1,082,167
Investing activities
Purchase of property, plant and equipment			(997,293	)			(33,262	)
Net cash provided by (used in) investing activities			(997,293	)			(33,262	)
Financing activities
Long-term debt payments			(150,000	)			—
Repayment of factoring agreement			—				(428,588	)
Borrowings under line of credit			500,000				—
Net cash used in financing activities			350,000				(428,588	)
Effect of exchange rate changes on cash			4,531				2,232
Net increase (decrease) in cash and cash equivalents			(109,042	)			622,549
Cash and cash equivalents at beginning of period			649,952				526,752
Cash and cash equivalents at end of period		$	540,910			$	1,149,301
Supplemental cash flow information:
Cash paid for:
Interest		$	47,036			$	13,898
Income taxes		$	12,241			$	12,185

The accompanying notes are an integral part of these consolidated financial statements.

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 Company’s 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 the three and nine-month periods ended September 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 Company’s audited financial statements at that date, but does not include all of the financial information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the Company’s consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 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 Company’s 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 Company’s relocation costs within the Dallas-Fort Worth area and to pay the Company’s 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 Company’s 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 additional $4,451 of move related expenses in the third quarter of 2011. The difference of $129,232 between the deferred revenue balance at December 31, 2010 and the amount offset against moving expenses 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 $875,000 in the first nine 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 Disney’s 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 Disney’s 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.

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:

		September 30, 2011				December 31, 2010
Finished products		$	258,720			$	80,329
Work-in-process			1,009,230				857,044
Raw materials			1,693,751				1,607,827
Net inventories		$	2,961,701			$	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 nine months ended September 30, 2011 and 2010 was 45.8% and 53.1%, respectively. The difference in the effective rate from the statutory rate is primarily due to a change in the valuation allowance of approximately $39,000 and $7,000 in 2011 and 2010, respectively.

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. On September 30, 2011, the Company issued 5,402 shares of common stock to directors and increased other capital by $2,098 representing compensation expense of $7,500. Changes in stockholders’ equity were also due to comprehensive income of $35,616.

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:

		Nine Months Ended September 30,
		2011				2010
Net income		$	53,631			$	67,903
Foreign currency translation adjustments			(23,860	)			3,354
Minimum pension liability adjustments, net of tax effect of $3,897 in 2011 and $(1,672) in 2010			5,845				(2,508	)
Total comprehensive income		$	35,616			$	68,749

		Three Months Ended September 30,
		2011				2010
Net income		$	123,491			$	122,322
Foreign currency translation adjustments			(37,004	)			7,225
Minimum pension liability adjustments, net of tax effect of $6,792 in 2011 and $1,583 in 2010			10,188				2,642
Total comprehensive income		$	96,675			$	132,189

8.

Pension Benefits

The following sets forth the components of net periodic employee benefit cost of the Company’s defined benefit pension plans for the three and nine months ended September 30, 2011 and 2010:

		Nine Months Ended September 30,
		Pension Benefits
		U.S. Plan								Canadian Plan
		2011				2010				2011				2010
Service cost		$	15,825			$	15,750			$	—			$	—
Interest cost			129,150				131,250				58,309				51,872
Expected return on plan assets			(68,100	)			(78,000	)			(63,987	)			(55,417	)
Net actuarial loss			—				—				10,588				—
Net periodic benefit cost		$	76,875			$	69,000			$	4,910			$	(3,545	)

		Three Months Ended September 30,
		Pension Benefits
		U.S. Plan								Canadian Plan
		2011				2010				2011				2010
Service cost		$	5,275			$	5,250			$	—			$	—
Interest cost			43,050				43,750				19,426				17,308
Expected return on plan assets			(22,700	)			(26,000	)			(21,317	)			(18,491	)
Net actuarial loss			—				—				3,527				—
Net periodic benefit cost		$	25,625			$	23,000			$	1,636			$	(1,183	)

		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:

						September 30, 2011
						US Plan				Canadian Plan
Cash and cash equivalents		Level 1					—			$	73,888
Mutual funds		Level 1					—				1,121,669
Pooled separate accounts		Level 2				$	1,927,581				—
Total						$	1,927,581			$	1,195,557

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 of units outstanding. The NAV’s 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 Company’s 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:

		Nine Months Ended September 30,
		2011				2010
Numerator:
Net income		$	53,361			$	67,903
Denominator:
Denominator for earnings per share (basic and diluted) — weighted average shares			1,652,422				1,600,439
Income per common share (basic and diluted):		$	0.03			$	0.04

		Three Months Ended September 30,
		2011				2010
Numerator:
Net income		$	123,491			$	122.322
Denominator:
Denominator for earnings per share (basic and diluted) — weighted average shares			1,660,440				1,611,343
Income per common share (basic and diluted):		$	0.07			$	0.08

The Company had 12,000 stock options outstanding at September 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”). On November 4, 2011, the Company entered into an amendment to the Loan Agreement that extended the maturity date of the Line of Credit through December 8, 2012. The amendment also included the addition of a $500,000 draw note (the “Draw Note”).
		The Draw Note is to be used to fund the Company’s investment in future concession contracts. The Company can advance up to $500,000 on the Draw Note before October 27, 2012. The Company will pay interest only on the Draw Note through November 26, 2012, after which the Company will pay interest and principal so that the balance will be paid in full as of October 27, 2015. As of September 30, 2011 there were no borrowings on the Draw Note.
		The proceeds of the Term Loan were used to fund the Company’s 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 September 30, 2011 there was $500,000 outstanding on the Line of Credit.
		The outstanding principal balances of the Line of Credit, the Draw Note 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, 2012. 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 Company’s 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 Lender’s 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. Additionally, the Company is prohibited from entering into certain transactions, including a merger or consolidation, without the Lender’s 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 Company’s 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 Company’s Board of Directors. These reductions resulted in severance and payroll charges during the year ended December 31, 2009 of approximately $264,000. As of September 30, 2011, the remaining balance of these payments is expected to be made over the next nine 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 2012. 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 $133,000 are included in “Other accrued expenses” in the Company’s consolidated balance sheet.
		The following table analyzes the changes in the Company’s reserve with respect to the restructuring plan for the nine months ended September 30, 2011:

		December 31, 2010				Expense				Payment/Charges				September 30, 2011
Severance		$	132,000				—			$	(11,288	)		$	120,712
Other			12,000				—				—				12,000
Total		$	144,000				—			$	(11,288	)		$	132,712

The following table analyzes the changes in the Company’s reserve with respect to the restructuring plan for the three months ended September 30, 2011:

		June 30, 2011				Expense				Payment/Charges				September 30, 2011
Severance		$	130,387				—			$	(9,675	)		$	120,712
Other			12,000				—				—				12,000
Total		$	142,387				—			$	(9,675	)		$	132,712

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 Company’s primary insurance carrier has assumed the cost of the Company’s 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 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 Company’s insurance carrier, subject to a reservation of rights. Settlement agreements have been entered in approximately 31 cases with funds authorized and provided by the Company’s 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 Company’s 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 Company’s 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 Company’s operations or financial condition.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Effect of New Accounting Guidance

None.

Results of Operations — the Nine Months Ended September 30, 2011 Compared to the Nine Months Ended September 30, 2010

Overall Results

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 Company’s customers in the travel and recreation industries. New construction in these markets is a key driver of revenue for the Company.

Consolidated net sales for the first nine months of 2011 reflect an increase of $975,162, as compared to 2010, to $9,775,502, representing a 11.1% increase. This increase was primarily attributable to increases in concession revenue from the Disney agreement and increased locker sales. Pre-tax operating results decreased to a pre-tax income of $98,913 for the first nine months of 2011 from pre-tax income of $144,725 for the first nine months of 2010. After tax operating results decreased to net income of $53,631 for the first nine months of 2011 from a net income of $67,903 for the first nine months of 2010. Net income per share (basic and diluted) was $0.03 in the first nine months of 2011, a decrease from a net income per share (basic and diluted) of $0.04 for the first nine months of 2010.

Net Sales

Consolidated net sales for the nine months ended September 30, 2011 were $9,775,502, an increase of $975,162, or 11.1%, compared to net sales of $8,800,340 for the same period of 2010. Sales of lockers for the nine months ended September 30, 2011 were $7,021,588, an increase of $467,430, or 7.1%, compared to sales of $6,554,158 for the same period of 2010. The increase is primarily attributable to increased market share resulting from the Company’s 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 nine months ended September 30, 2011 was $808,297, an increase of $718,182 or 797% from concession revenue of $90,115 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 $1,711,724 for the nine months ended September 30, 2011, a decrease of $31,516, or 1.8%, compared to sales of $1,743,240 for the same period of 2010.

Sales of contract manufacturing services were $233,893 for the nine months ended September 30, 2011 compared to $412,827 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.

Contract manufacturing includes the manufacture of metal furniture, electrical enclosures and other metal products for third party customers. 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.

		Nine Months Ended September 30,								Percentage
		2011				2010				Increase/(Decrease)
Lockers		$	7,021,588			$	6,554,158				7.1	%
Mailboxes			1,711,724				1,743,240				(1.8)	%
Contract manufacturing			233,893				412,827				(43.3	)%
Concession revenues			808,297				90,115				797.0	%
Total		$	9,775,502			$	8,800,340				11.1	%

Gross Margin

Consolidated gross margin for the nine months ended September 30, 2011 was $3,107,461, or 31.8% of net sales, compared to $3,287,121, or 37.4% of net sales, for the same period of 2010, a decrease of $179,660, or 5.5%. The decrease in gross margin as a percentage of sales was primarily due to the commencement of rent at the new facility and increased depreciation expense related to the Disney Agreement and improvements to the new facility.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the nine months ended September 30, 2011 were $3,091,276 or 31.6% of net sales, compared to $3,143,405 or 35.7% of net sales for the same period of 2010, a decrease of $52,129, or 1.7%. The decrease was primarily due to a decrease in professional fees of approximately $123,000, partially offset by an increase in freight expense for the nine months ended September 30, 2011, as compared to the same period in 2010.

Interest Expense

Interest expense for the nine months ended September 30, 2011 was $46,541, an increase of $34,584, or 289.2%, compared to interest expense of $11,957 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 $211,768 of moving expense against deferred revenue through the third quarter of 2011. The difference of $129,232 between the deferred revenue balance at December 31, 2010 and the amount offset against moving expenses was recorded as “Other income”.

Income Taxes

For the nine months ended September 30, 2011, the Company recorded income tax expense of $45,282, compared to income tax expense of $76,822 for the same period of 2010. The Company’s effective tax rate differs significantly from the statutory rate primarily due to a decrease in the valuation allowance of $39,000.

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 Company’s business, evaluate the Company’s performance relative to other companies, and evaluate the Company’s 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;
	•		Excludes tax payments that represent a reduction in available cash;
	•		Excludes non-cash equity based compensation; 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:

		Nine Months Ended September 30,
		2011				2010
Net income		$	53,631			$	67,903
Income tax expense			45,282				76,822
Interest expense			46,541				11,957
Other income (move allowance in excess of expense)			(129,232	)			—
Depreciation and amortization expense			494,003				230,000
Equity based compensation			37,600				50,518
Adjusted EBITDA		$	547,825			$	437,200
Adjusted EBITDA as a percentage of revenues			5.6	%			5.0	%

Results of Operations — Three Months Ended September 30, 2011 Compared to the Three Months Ended September 30, 2010

Overall Results

The financial market and economic turmoil and related disruption of the credit markets caused a significant slowdown in new construction of multifamily housing and commercial buildings starting in the second half of 2008 and continuing to the present and continued to constrain 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.

Consolidated net sales for the third quarter of 2011 reflect an increase in net sales of 667,745 to $3,616,451 when compared to net sales of $2,948,706 for the same period of 2010, representing a 22.6% increase. Pre-tax operating results decreased to a pre-tax profit of $98,995 for the third quarter of 2011 from a pre-tax profit of $114,465 for the third quarter of 2010. After-tax operating results improved to net income of $123,491 for the third quarter of 2011 from a net income of $122,322 for the third quarter of 2010. Net income per share (basic and diluted) was $0.07 in the third quarter of 2011, a decrease from a net income per share (basic and diluted) of $0.08 for the third quarter of 2010.

Net Sales

Consolidated net sales for the three months ended September 30, 2011 were $3,616,451, an increase of $667,745, or 22.6%, compared to net sales of $2,948,706 for the same period of 2010. Sales of lockers for the three months ended September 30, 2011 were $2,622,883, an increase of $352,258, or 15.5%, compared to sales of $2,270,625 for the same period of 2010. The increase is primarily attributable to improved sales efforts resulting from the Company’s 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 September 30, 2011 was $247,070, an increase of $215,356 or 679.1% from concession revenue of $31,714 for the same period of 2010. The concession revenue increase was driven by concession revenue generated from the Disney Agreement, which commenced operations in late November 2010. Additionally, sales of mailboxes were $649,223 for the three months ended September 30, 2011, an increase of $25,434, or 4.1%, compared to sales of $623,789 for the same period of 2010. Increased mailbox sales were the result of increased sales of Horizontal 4C mailboxes to the private market.

Sales of contract manufacturing services were $97,275 for the three months ended September 30, 2011, compared to $22,578 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. 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 September 30,								Percentage
		2011				2010				Increase/(Decrease)
Lockers		$	2,622,883			$	2,270,625				15.5	%
Mailboxes			649,223				623,789				4.1	%
Contract manufacturing			97,275				22,578				330.8	%
Concession revenues			247,070				31,714				679.1	%
Total		$	3,616,451			$	2,948,706				22.6	%

Gross Margin

Consolidated gross margin for the three months ended September 30, 2011 was $1,159,605, or 32.1% of net sales, compared to $1,146,818, or 38.9% of net sales, for the same period of 2010, an increase of $12,787, or 1.1%. The decrease in gross margin as a percentage of sales was primarily due to the commencement of rent at the new facility and increased depreciation expense related to the Disney Agreement and improvements to the new facility.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended September 30, 2011 were $1,040,455 or 28.8% of net sales, compared to $1,039,251, or 35.2% of net sales for the same period of 2010, an increase of $1,204, or 0.1%. 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 September 30, 2011 was $18,680, an increase of $16,522, or 765.6%, compared to interest expense of $2,158 for the same period of 2010. This increase was the result of additional borrowings under 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, Texas to a new 100,500 sq. ft. building in DFW Airport, Texas.

The Company sold its prior location to the City of Grapevine 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” as of December 31, 2010. As of June 30, 2011, $10,000 in deferred revenue remained. The Company offset $4,451 of moving expense against deferred revenue during the third quarter of 2011 and recorded the remaining $5,549 in deferred revenue as “Other Income.”

Income Taxes

For the third quarter of 2011, the Company recorded income tax benefit of $24,496 compared to income tax benefit of $7,857 for the same period of 2010. The Company’s effective tax rate on earnings was approximately -24.7% and -6.9% in the third quarter of 2011 and 2010, respectively. The higher effective tax rate benefit in 2011 was primarily due to a decrease in the valuation allowance of approximately $85,000.

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 Company’s business, evaluate the Company’s performance relative to other companies and evaluate the Company’s 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 September 30,
		2011				2010
Net income		$	123,491			$	122,322
Income tax benefit			(24,496	)			(7,857	)
Interest expense			18,680				2,158
Other income (move allowance in excess of expense)			(5,549	)			—
Depreciation and amortization expense			171,398				65,838
Equity based compensation			7,500				11,250
Adjusted EBITDA		$	291,024			$	193,711
Adjusted EBITDA as a percentage of revenues			8.1	%			7.0	%

Liquidity and Sources of Capital

The Company’s 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 September 30,				As of December 31,
		2011				2010
Current Ratio		1.61 to 1					1.96 to 1
Working Capital		$	2,209,349			$	3,011,293

The decrease in working capital of $801,944 relates primarily to approximately $875,000 worth of leasehold improvements and machinery and equipment purchases related to the new facility.

The Company’s capital expenditures approximated $997,000 and $1,969,000 for the nine months ended September 30, 2011 and twelve months ended December 31, 2010, respectively. The majority of these capital expenditures were related to the relocation of our headquarters and equipment purchases to support our 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 nine months of 2011.

The Company’s 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 Company’s operating activities, capital expenditures and contributions to the Company’s defined benefit pension plans.

The Company has taken steps to enhance its liquidity position by entering into the Loan Agreement, which expands its ability to leverage accounts receivable and inventory. The Company’s plans to manage its liquidity position in 2011 include maintaining an intense focus on controlling expenses, continuing the Company’s 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 Company’s 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 may still negatively impact the Company’s ability to access additional debt financing on favorable terms, or at all. The credit market disruptions could impair the Company’s ability to fund operations, limit the Company’s ability to expand the business or increase interest expense, which could have a material adverse effect on the Company’s 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.

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 Company’s products are generally considered to be adequate and are currently available in the marketplace.

Foreign Currency

The Company’s 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 11.6% of the Company’s aggregate net assets at September 30, 2011. Presently, management does not hedge its foreign currency risk.

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 September 30, 2011. These disclosure controls and procedures are designed to provide reasonable assurance to the Company’s 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 Company’s disclosure controls and procedures as of September 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 Company’s 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 SEC’s rules and forms. There have been no changes in the Company’s 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.

PART II — OTHER INFORMATION

Item 2. 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.

In September 2011, the Company granted a total of 5,402 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 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

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.