SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark one)
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
OR
( ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT FOR THE
TRANSITION PERIOD FROM TO ---------
Commission file number 0-439
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American Locker Group Incorporated
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(Exact name of business issuer as specified in its charter)
Delaware 16-0338330
- ------------------------------ ----------------------
(State of other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
608 ALLEN STREET, JAMESTOWN, NY
-------------------------------
(Address of principal executive offices)
(716) 664-9600
--------------
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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. Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No Not Applicable
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's class of common
stock equity as of the latest practicable date: October 28, 2002.
Common Stock $1.00 par value - 1,884,146
1
Part I - Financial Information
Item 1 - Financial Statements
American Locker Group Incorporated and Subsidiaries
Consolidated Balance Sheets
SEPTEMBER 30, December 31,
2002 2001
---- ----
ASSETS
Current assets:
Cash and cash equivalents $4,296,089 $4,579,034
Accounts and notes receivable, less allowance
for doubtful accounts of $241,000 in 2002
and $249,000 in 2001 4,926,450 5,042,685
Inventories 6,691,191 6,813,511
Prepaid expenses 197,716 125,805
Prepaid income taxes 172,380 -
Deferred income taxes 570,731 570,731
------------- -------------
Total current assets 16,854,557 17,131,766
Property, plant and equipment:
Land 500,500 500,500
Buildings 3,446,541 3,441,616
Machinery and equipment 11,953,546 11,771,099
------------- -------------
15,900,587 15,713,215
Less allowance for depreciation (10,535,441) (9,879,825)
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5,365,146 5,833,390
Goodwill 6,155,204 6,405,204
Deferred income taxes - 73,393
Other assets 204,167 291,667
------------- -------------
Total assets $ 28,579,074 $ 29,735,420
============= =============
See accompanying notes.
2
American Locker Group Incorporated and Subsidiaries
Consolidated Balance Sheets
SEPTEMBER 30, December 31,
2002 2001
---- ----
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,093,804 $ 1,348,396
Commissions, salaries, wages and taxes thereon 192,882 555,326
Other accrued expenses 748,827 895,274
Federal, state and foreign income taxes payable - 393,781
Current portion of long-term debt 1,630,000 1,630,000
------------- -------------
Total current liabilities 4,665,513 4,822,777
Long-term liabilities:
Long-term debt 8,629,691 9,948,687
Pension and other benefits 118,230 410,080
Deferred income taxes 54,379 -
------------- -------------
8,802,300 10,358,767
Total liabilities 13,467,813 15,181,544
Stockholders' equity:
Common stock, $1 par value:
Authorized shares - 4,000,000
Issued shares - 2,508,626 in 2002, 2,504,526 in 2001
Outstanding shares - 1,884,146 in 2002,
2,043,046 in 2001 2,508,626 2,504,526
Other capital 446,011 496,708
Retained earnings 18,001,347 15,610,362
Treasury stock at cost (624,480 shares in 2002,
461,480 in 2001) (5,609,533) (3,816,533)
Accumulated other comprehensive income (235,190) (241,187)
------------- -------------
Total stockholders' equity 15,111,261 14,553,876
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Total liabilities and stockholders' equity $ 28,579,074 $ 29,735,420
============= =============
See accompanying notes.
3
American Locker Group Incorporated and Subsidiaries
Consolidated Statements of Income
NINE MONTHS ENDED SEPTEMBER 30,
2002 2001
---- ----
Net sales $30,238,813 $29,317,940
Cost of products sold 20,809,424 21,015,425
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9,429,389 8,302,515
Selling, administrative and general expenses 5,302,278 4,801,871
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4,127,111 3,500,644
Interest income 80,823 124,447
Other (expense) income--net 225,268 263,058
Interest expense (515,890) (283,144)
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Income before income taxes 3,917,312 3,605,005
Income taxes 1,526,327 1,411,771
------------- -------------
------------- -------------
Net Income $2,390,985 $2,193,234
============= =============
Earnings per share of common stock:
Basic $1.20 $1.07
============= =============
Diluted $1.18 $1.05
============= =============
Dividends per share of common stock: $0.00 $0.00
============= =============
See accompanying notes.
4
American Locker Group Incorporated and Subsidiaries
Consolidated Statements of Income
THREE MONTHS ENDED SEPTEMBER 30,
2002 2001
---- ----
Net sales $ 9,975,928 $ 11,375,429
Cost of products sold 6,837,420 8,276,474
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3,138,508 3,098,955
Selling, administrative and general expenses 1,845,095 1,882,975
------------- -------------
1,293,413 1,215,980
Interest income 38,026 36,321
Other (expense) income--net 93,143 77,091
Interest expense (162,728) (254,307)
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Income before income taxes 1,261,854 1,075,085
Income taxes 494,867 422,593
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Net Income $766,987 $ 652,492
============= =============
Earnings per share of common stock:
Basic $0.40 $0.32
============= =============
Diluted $0.39 $0.31
============= =============
Dividends per share of common stock: $0.00 $0.00
============= =============
See accompanying notes.
5
American Locker Group Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
NINE MONTHS ENDED SEPTEMBER 30,
2002 2001
---- ----
OPERATING ACTIVITIES
Net income $2,390,985 $2,193,234
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 769,718 588,942
Deferred income taxes 127,772 1,400
Change in assets and liabilities:
Accounts and notes receivable 116,235 217,549
Inventories 122,320 99,408
Prepaid expenses (71,911) (112,942)
Accounts payable and accrued expenses 486,517 183,969
Long-term pension and other benefits (291,850) 89,454
Income taxes (506,161) (362,521)
------------ ------------
Net cash provided by operating activities 3,143,625 2,719,585
INVESTING ACTIVITIES
Purchase of business and related real estate - (12,083,711)
Purchase of property, plant and equipment (187,372) (657,098)
Payment for other assets, net of liability recorded - (75,000)
------------ ------------
Net cash used in investing activities (187,372) (12,815,809)
FINANCING ACTIVITIES
Debt repayment (1,318,996) (382,440)
Proceeds from long-term debt - 11,962,682
Common stock purchased for treasury (1,793,000) (98,930)
Common stock purchased and retired (148,785) (4,147)
Proceeds from common stock issued 42,188 -
------------ ------------
New cash used in financing activities (3,218,593) 11,441,165
Effect of exchange rate changes on cash (20,605) (48,389)
------------ ------------
Net (decrease) increase in cash (282,945) 1,296,552
Cash and cash equivalents at beginning of period 4,579,034 3,696,359
------------ ------------
Cash and cash equivalents at end of period $4,296,089 $4,992,911
============ ============
See accompanying notes.
6
Notes to Consolidated Financial Statements
American Locker Group Incorporated and Subsidiaries
1. The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with accounting principles generally accepted
in the United States for interim financial information and with the
instructions to Form 10-Q. Accordingly, the condensed financial statements
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of the Company's management, all adjustments, consisting of normal
recurring accruals, considered necessary for a fair presentation of such
condensed financial statements have been included. Operating results for
the nine month period ended September 30, 2002 are not necessarily
indicative of the results that may be expected for the year ended December
31, 2002.
For further information, refer to the Company's consolidated financial
statements and the footnotes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 2001.
2. On July 6, 2001, the Company purchased 100% of the outstanding capital
stock of B.L.L. Corporation, d/b/a Security Manufacturing Corporation (SMC)
a privately held Texas corporation, and related real estate for
approximately $12,100,000 net of cash received. The purchase was financed
with long-term debt of approximately $11,900,000. Goodwill of approximately
$6,400,000 was initially recorded in connection with the acquisition,
during the second quarter of 2002, the parties agreed to a price adjustment
resulting in a $250,000 reduction of the purchase price. This adjustment
resulted in a decrease of $250,000 to the goodwill balance. See the
Company's Report on Form 8-K dated July 12, 2001, Report on Form 8-K/A
filed September 5, 2001, and Form 10-K for the year ended December 31, 2001
for more information regarding this acquisition. The operating results of
SMC have been included in the accompanying consolidated statements of
income since the July 6, 2001 acquisition date. The assets and liabilities
of SMC are included in the accompanying consolidated balance sheet at
September 30, 2002 and December 31, 2001.
3. Provision for income taxes is based upon the estimated annual effective tax
rate.
4. Net income per common share is computed by dividing net income by the
weighted average number of shares outstanding, plus, when dilutive, the
common stock equivalents which would arise from the exercise of stock
options, during the periods. Basic and diluted weighted average shares
outstanding were 1,988,683 (2,055,833 in 2001) and 2,028,592 (2,082,671 in
2001) respectively for the nine month period ending September 30, 2002.
Basic and diluted weighted average shares outstanding were 1,926,407
(2,049,546 in 2001) and 1,966,316 (2,085,469 in 2001) respectively for the
three month period ending September 30, 2002.
5. During the quarter ended September 30, 2002, the Company paid $1,188,000 to
purchase 108,000 shares of the Company's common stock in two separate
transactions with private parties, not related to the Company or any of its
officers or directors. These shares are recorded as treasury stock at
September 30, 2002.
7
6. Inventories are valued at the lower of cost or market. Cost is determined
by using the last-in, first-out method for substantially all of the
inventories.
SEPTEMBER 30, December 31,
2002 2001
------------ ------------
Raw materials $2,575,298 $2,898,908
Work-in-process 2,051,808 2,373,549
Finished goods 2,485,912 1,962,881
---------- ----------
$7,113,018 $7,235,338
Less allowance to
reduce carrying
value to LIFO
basis (421,827) (421,827)
------------ ------------
$6,691,191 $6,813,511
========== ==========
7. Total comprehensive income consisting of net income and foreign currency
translation adjustment was $2,396,982 and $2,144,845 for the nine months
ended September 30, 2002 and September 30, 2001 respectively, and $733,754
and $616,958 for the three months ended September 30, 2002 and 2001
respectively.
8
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
AMERICAN LOCKER GROUP INCORPORATED AND SUBSIDIARIES
FIRST NINE MONTHS 2002 AS COMPARED TO THE FIRST NINE MONTHS 2001
Sales for the first nine months of 2002 of $30,239,000 increased $921,000 or 3%
compared to sales of $29,318,000 during the same period in 2001. Plastic locker
sales to the United States Postal Service (USPS) totaled $17,250,000 during the
first nine months of 2002 compared to $19,201,000 during the same period of
2001. Plastic Cluster Box Units (CBUs) sales were $16,597,000 in 2002 compared
to $18,252,000 during 2001. The decrease in sales of Plastic CBUs is the result
of overall declines in volume, product mix as a lower priced Plastic CBU was
introduced in mid 2001, and price reductions of 3% to 5% that became effective
in April 2001 on existing Plastic CBU models. Sales of Outdoor Parcel Lockers
(OPLs) were $653,000 in the first nine months of 2002 compared to $949,000 in
2001. The decrease in OPLs is the result of lower volume. The declines in CBU
and OPL volume are due to decreased purchases made by the USPS as a result of
USPS budget constraints. Sales of metal, mechanical and electronic lockers,
which includes the Company's luggage cart business, were $12,989,000 for the
first nine months of 2002 compared to $10,117,000 for the first nine months of
2001. This increase of $2,872,000 or 28% consists of increased sales from the
Company's subsidiary, Security Manufacturing Corporation (SMC), which was
acquired July 6, 2001, offset by a decrease from other products and services.
SMC sales were $5,665,000 for the nine months of 2002, whereas SMC sales of
$1,272,000 were included in the Company's sales for 2001, since only sales since
the July, 6, 2001 acquisition date are included in the Company's 2001 sales.
Decreases in sales in 2002 for other locker products and services relate to
declines in the luggage cart business at the Detroit Metropolitan Airport, where
sales decreased due to reduced air passenger volume, and a decline in locker
sales to amusement parks and others as a result of current economic conditions.
The Company believes that the long-term outlook for CBU volume remains favorable
in light of the continued USPS commitment to the CBU program and its resulting
operating cost reduction benefits. As previously disclosed, total CBU demand is
influenced by a number of factors over which the Company has no control,
including but not limited to: USPS budgets, policies and financial performance,
domestic new housing starts, postal rate increases, and the weather as these
units are installed outdoors. The Company's share of the CBU market has
increased during 2001 and 2002, in part due to its acquisition of SMC, one of
its prior competitors. The Company believes its CBU product line, including the
acquired line of aluminum CBUs made by SMC, continues to represent the best
value when all factors including price, quality of design and construction,
long-term durability and service are considered.
Cost of products sold as a percentage of sales was 68.8% during the first nine
months of 2002 compared to 71.7% in the first nine months of 2001. The
improvement in 2002 is due to higher margins obtained from SMC and stable
margins for other products.
Selling, general and administrative costs for the first nine months of 2002
increased $500,000 over the same period in 2001. This increase is due primarily
to SMC expenses offset by a one time reduction of $319,000 as the result of the
reversal of a liability which existed under the Supplemental Executive
Retirement Plan due to the death in March of 2002, of the only current
beneficiary under the Plan. This one time reduction, which was recorded in the
9
first quarter of 2002, increased basic and diluted earnings per share by $.09
for the nine months ended September 30, 2002. This item had no impact on basic
and diluted earnings per share for the three months ended September 30, 2002.
Selling, general and administrative expenses as a percent of sales were 17.5% in
2002 compared to 16.4% in 2001. The increased percentage in 2002 is a result of
the fixed nature of certain expenses.
Interest expense was $516,000 in 2002 compared to $283,000 in 2001. The increase
resulted form the Company's increased debt to finance the acquisition of SMC in
July 2001.
THIRD QUARTER 2002 AS COMPARED TO THE THIRD QUARTER 2001
Third quarter sales were $9,976,000 in 2002, a decrease of $1,399,000 from
$11,375,000 during the same period in 2001. The decrease consisted of a decline
of $1,662,000 in sales of CBUs and OPLs, and other declines in metal, mechanical
and electronic lockers of $299,000; these declines were offset by an increase of
$562,000 at SMC due to improved manufacturing and shipping in 2002 versus 2001.
Cost of products sold as a percentage of sales was 68.5% during the third
quarter of 2002, compared to 72.8% during the third quarter of 2001. The
improvement in 2002 is due to higher margins obtained from SMC and stable
margins for other products.
Selling, administrative and general expenses were 18.5% of net sales during the
third quarter of 2002 compared to 16.6% in the third quarter of 2001, as a
result of the decline in sales in 2002 and the fixed nature of certain expenses.
Interest expense in the third quarter of 2002 of $163,000 decreased from
$254,000 in the third quarter of 2001 due to the reduction in outstanding debt
during the last 12 months as well as the decline in interest rates during 2002.
LIQUIDITY AND SOURCES OF CAPITAL
The Company's liquidity is reflected in its current ratio and its working
capital. The current ratio, the ratio of current assets to current liabilities,
was 3.61 to 1 at September 30, 2002 and 3.55 to 1 at December 31, 2001,
respectively. Working capital, the excess of current assets over current
liabilities, was $12,189,000 at September 30, 2002, a decrease of $120,000 over
$12,309,000 at December 31, 2001. Cash provided by operating activities was
$3,144,000 during the first nine months of 2002, compared to $2,720,000 provided
by operating activities for the same period in 2001. The Company's $3,000,000
line of credit is available to assist in satisfying future working capital
needs, if required.
The Company anticipates that cash on hand and cash generated from operations in
2002 will be adequate to fund working capital needs, capital expenditures and
debt payments. However, if necessary, the Company has a $3,000,000 revolving
bank line-of-credit available to assist in satisfying future operating cash
needs, no amount is outstanding under the line of credit at September 30, 2002.
10
EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS
The Company adopted the asset impairment provisions of Statement of Financial
Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, on
January 1, 2002. During 2001, the Company adopted the provision of SFAS No. 142
which prohibited the amortization of goodwill associated with acquisitions made
after June 30, 2001, in connection with its acquisition of SMC on July 6, 2001.
Under SFAS No. 142, goodwill is reviewed for impairment at least annually at the
reporting unit level. In accordance with SFAS No. 142, the Company completed its
transitional goodwill impairment test effective January 1, 2002 and no
impairment loss was necessary.
The Company adopted Statement of Financial Accounting Standards No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS No. 144).
SFAS No. 144 supercedes SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of, but retains its
fundamental provisions for recognition and measurement of the impairment of
long-lived assets to be held and used and those to be disposed of by sale. There
was no impact upon adoption of SFAS No. 144. ITEM 4. DISCLOSURE CONTROLS
As of September 30, 2002, an evaluation was performed under the supervision and
with the participation of the Company's management, including the chief
executive officer and principal accounting officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Company's management, including the chief executive
officer and principal accounting officer, concluded that the Company's
disclosure controls and procedures were effective as of September 30, 2002.
There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls subsequent to
September 30, 2002.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Forward-looking statements in this report, including without limitation,
statements relating to the Company's plans, strategies, objectives,
expectations, intentions and adequacy of resources, are made pursuant to the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve risks and
uncertainties including without limitation the following: (i) the Company's
plans, strategies, objectives, expectations, and intentions are subject to
change at any time at the discretion of the Company, (ii) the Company's plans
and results of operations will be affected by the Company's ability to manage
its growth and inventory, and (iii) other risks and uncertainties indicated from
time to time in the Company's filings with the Securities and Exchange
Commission.
11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Prior Filing or sequential page
NUMBER HEREIN
-------------
3.1 Certificate of Incorporation of American Locker Exhibit to Form 10-K for Year ended
Group Incorporated December 31, 1980
3.2 Amendment to Certificate of Incorporation changing Form 10-C filed May 6, 1985
name of company
3.3 Amendment to Certificate of Incorporation limiting Exhibit to Form 10-K for year ended
liability of Directors and Officers December 31, 1987
3.4 By-laws of American Locker Group Incorporated as Exhibit to Form 10-K for year ended
amended and restated December 31, 1985
3.5 Certificate of Designations of Series Exhibit to Form 10-K for year ended
A Junior Participating Preferred Stock December 31, 1999
3.6 Amendment to By-laws of American Locker Group Exhibit to Form 10-K for year ended
Incorporated dated January 15, 1992 December 31, 1991
3.7 Amendment to Bylaws dated March 3, 1999 Exhibit to Form 10-K for year ended
December 31, 1998
3.8 Amendment to Bylaws dated November 19, 1999 Exhibit to Form 10-K for year ended
December 31, 1999
99.1 Certification of Chief Executive Officer pursuant 17
to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification of Principal Accounting Officer 18
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
(b) Reports on Form 8-K. The Company filed a Report on Form 8-K dated August 12,
2002 disclosing the repurchase of 108,000 shares of the Company's common stock
for $11.00 per share.
12
S I G N A T U R E
-----------------
In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN LOCKER GROUP INCORPORATED
(Registrant)
/S/ROY J. GLOSSER
----------------------------------------
----------------------
Roy J. Glosser
President, Chief Operating Officer and
Treasurer
(principal financial officer)
Date: November 8, 2002
CERTIFICATION
I, Edward F. Ruttenberg, Chairman and Chief Executive Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American Locker Group
Incorporated;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
13
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 8, 2002
/S/ EDWARD F. RUTTENBERG
------------------------
Edward F. Ruttenberg
Chairman and Chief Executive Officer
14
CERTIFICATION
I, Wayne L. Nelson, Principal Accounting Officer and Assistant Secretary certify
that:
1. I have reviewed this quarterly report on Form 10-Q of American Locker Group
Incorporated;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
15
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 8, 2002
/S/WAYNE L. NELSON
---------------------
Wayne L. Nelson
Principal Accounting Officer
And Assistant Secretary
- ---------------------------
Exhibit Index
(b) Exhibits.
99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
16
EXHIBIT 99.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of American Locker Group
Incorporated (the "Company") on Form 10-Q for the quarterly period ended
September 30, 2002, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), the undersigned, in the capacities and on the date
indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his
knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.
/S/EDWARD F. RUTTENBERG
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Edward F. Ruttenberg
Chairman and Chief Executive Officer
Dated: November 8, 2002
17
EXHIBIT 99.2
CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of American Locker Group
Incorporated (the "Company") on Form 10-Q for the quarterly period ended
September 30, 2002, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), the undersigned, in the capacities and on the date
indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his
knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.
/S/WAYNE L. NELSON
----------------------------------------
Wayne L. Nelson
Principal Accounting Officer
and Assistant Secretary
Dated: November 8, 2002
18