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, 2003
OR
( ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT FOR THE
TRANSITION PERIOD FROM TO
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Commission file number 0-439
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American Locker Group Incorporated
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(Exact name of business issuer as specified in its charter)
Delaware 16-0338330
(State of other jurisdiction (IRS Employer Identification Number)
of incorporation or organization)
608 Allen Street, Jamestown, NY 14701
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(Address of principal executive offices)
(716) 664-9600
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
---
State the number of shares outstanding of each of the issuer's class of common
stock equity as of the latest practicable date: November 3, 2003.
Common Stock $1.00 par value - 1,534,146
Part I - Financial Information
Item 1 - Financial Statements
American Locker Group Incorporated and Subsidiaries
Consolidated Balance Sheets
September 30, December 31,
2003 2002
---- ----
Assets
Current assets:
Cash and cash equivalents $ 2,398,011 $ 2,002,225
Accounts and notes receivable, less allowance
for doubtful accounts of $315,000 in 2003
and $333,000 in 2002 4,399,427 4,166,972
Inventories 5,889,061 6,020,966
Prepaid expenses 166,782 104,115
Prepaid income taxes 179,605 234,008
Deferred income taxes 579,137 579,137
------------ -------------
Total current assets 13,612,023 13,107,423
Property, plant and equipment:
Land 500,500 500,500
Buildings 3,455,049 3,444,688
Machinery and equipment 12,093,285 11,611,883
------------ -------------
16,048,834 15,557,071
Less allowance for depreciation (10,988,720) (10,296,881)
------------ -------------
5,060,114 5,260,190
Goodwill 6,155,204 6,155,204
Deferred income taxes 18,152 18,152
Other assets 104,947 192,447
Notes receivable, long-term 246,200 301,200
------------ ------------
Total assets $ 25,196,640 $ 25,034,616
============ ==+=========
2
American Locker Group Incorporated and Subsidiaries
Consolidated Balance Sheets
September 30, December 31,
2003 2002
---- ----
Liabilities and stockholders' equity
Current liabilities:
Line of Credit - $ 25,000
Accounts payable $ 1,699,477 1,740,763
Commissions, salaries, wages and taxes thereon 230,357 602,792
Other accrued expenses 945,493 739,309
Current portion of long-term debt 1,630,000 1,630,000
------------ ------------
Total current liabilities 4,505,327 4,737,864
Long-term liabilities:
Long-term debt 7,003,537 8,303,813
Pension and other benefits 122,910 118,230
------------ ------------
7,126,447 8,422,043
Total liabilities 11,631,774 13,159,907
Stockholders' equity:
Common stock, $1 par value:
Authorized shares - 4,000,000
Issued shares - 1,726,146 in 2003 and 1,709,146
in 2002
Outstanding shares - 1,534,146 in 2003 and 1,517,146
in 2002 1,726,146 1,709,146
Other capital 97,812 -
Retained earnings 14,107,919 12,670,948
Treasury stock at cost (192,000 shares in 2003 and 2002) (2,112,000) (2,112,000)
Accumulated other comprehensive income (loss) (255,011) (393,385)
------------ ------------
Total stockholders' equity 13,564,866 11,874,709
------------ ------------
Total liabilities and stockholders' equity $ 25,196,640 $ 25,034,616
============ ============
See accompanying notes.
3
American Locker Group Incorporated and Subsidiaries
Consolidated Statements of Income
Nine Months Ended September 30,
2003 2002
---- ----
Net sales $28,177,583 $30,238,813
Cost of products sold 19,660,354 20,809,424
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8,517,229 9,429,389
Selling, administrative and general expenses 5,958,793 5,302,278
--------------- -----------
2,558,436 4,127,111
Interest income 30,709 80,823
Other (expense) income--net 152,785 225,268
Interest expense (402,463) (515,890)
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Income before income taxes 2,339,467 3,917,312
Income taxes 902,496 1,526,327
--------------- -----------
Net Income $ 1,436,971 $ 2,390,985
=============== ===========
Earnings per share of common stock:
Basic $0.95 $1.20
=============== ===========
Diluted $0.93 $1.18
=============== ===========
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,
2003 2002
---- ----
Net sales $ 9,514,300 $ 9,975,928
Cost of products sold 6,659,827 6,837,420
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2,854,473 3,138,508
Selling, administrative and general expenses 2,039,170 1,845,095
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815,303 1,293,413
Interest income 19,468 38,026
Other (expense) income--net 25,284 93,143
Interest expense (112,288) (162,728)
----------- -----------
Income before income taxes 747,767 1,261,854
Income taxes 288,265 494,867
----------- -----------
Net Income $459,502 $ 766,987
=========== ===========
Earnings per share of common stock:
Basic $0.30 $0.40
=========== ===========
Diluted $0.30 $0.39
=========== ===========
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,
2003 2002
---- ----
Operating activities
Net income $ 1,436,971 $ 2,390,985
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 646,647 769,718
Deferred income taxes - 127,772
Change in assets and liabilities:
Accounts and notes receivable (143,570) 116,235
Inventories 131,905 122,320
Prepaid expenses (62,667) (71,911)
Accounts payable and accrued expenses (225,577) 486,517
Long-term pension and other benefits (170) (291,850)
Income taxes 121,403 (506,161)
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Net cash provided by operating activities 1,904,942 3,143,625
Investing activities
Purchase of property, plant and equipment (348,850) (187,372)
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Net cash used in investing activities (348,850) (187,372)
Financing activities
Debt repayment (1,300,276) (1,318,996)
Line of credit repayment (25,000) -
Common stock purchased for treasury - (1,793,000)
Common stock purchased and retired - (148,785)
Proceeds from common stock issued 47,812 42,188
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New cash used in financing activities (1,277,464) (3,218,593)
Effect of exchange rate changes on cash 117,158 (20,605)
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Net increase (decrease) in cash 395,786 (282,945)
Cash and cash equivalents at beginning of period 2,002,225 4,579,034
----------- -----------
Cash and cash equivalents at end of period $2,398,011 $ 4,296,089
=========== ===========
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 accounting
principles generally accepted in the United States 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, 2003 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2003.
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, 2002.
2. Provision for income taxes is based upon the estimated annual effective tax
rate.
3. 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,
2003 2002
Raw materials $2,628,143 $1,572,946
Work-in-process 1,815,618 1,901,263
Finished goods 1,863,386 2,965,023
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$6,307,147 $6,439,232
Less allowance to reduce
Carrying value to LIFO basis (418,086) (418,266)
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$5,889,061 $6,020,966
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7
4. The Company reports earnings per share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share." The following
tables set forth the computation of basic and diluted earnings per common
share:
Nine Months Ended Nine Months Ended
September 30, 2003 September 30, 2002
------------------ ------------------
Numerator:
Net income available to common shareholders $1,436,971 $2,390,985
========== ==========
Denominator:
Denominator for basic earnings per share - 1,519,856 1,988,683
weighted average shares
Effect of Dilutive Securities:
Stock Options 33,453 39,909
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Denominator for diluted earnings per share -
adjusted weighted average shares and assumed
conversion 1,553,309 2,028,592
========== ==========
Basic earnings per share $0.95 $1.20
Diluted earnings per share $0.93 $1.18
Three Months Ended Three Months Ended
September 30, 2003 September 30, 2002
------------------ ------------------
Numerator:
Net income available to common shareholders $ 459,502 $ 766,987
========= ==========
Denominator:
Denominator for basic earnings per share - 1,525,276 1,926,407
weighted average shares
Effect of Dilutive Securities:
Stock Options 28,868 39,909
--------- ----------
Denominator for diluted earnings per share - 1,554,144 1,966,316
adjusted weighted average shares and assumed conversion ========== ==========
Basic earnings per share $0.30 $0.40
Diluted earnings per share $0.30 $0.39
6. Total comprehensive income consisting of net income and foreign currency
translation adjustment was $1,575,345 and $2,396,982 for the nine months
ended September 30, 2003 and September 30, 2002 respectively, and $456,221
and $733,754 for the three months ended September 30, 2003 and 2002
respectively. The components of other comprehensive income (loss) are as
follows:
Septembe 30, December 31,
2003 2002
-----------------------------
Foreign currency translation $ (95,732) $(234,106)
Minimum pension liability, net of tax (159,279) (159,279)
-----------------------------
$(255,011) $(393,385)
=============================
8
Item 2. Management Discussion and Analysis of Financial Condition and Results
of Operations
American Locker Group Incorporated and Subsidiaries
First Nine Months 2003 As Compared to the First Nine Months 2002
Sales for the first nine months of 2003 of $28,178,000 decreased $2,061,000 or
6.8% compared to sales of $30,239,000 during the same period in 2002. Plastic
locker sales to the United States Postal Service (USPS) totaled $15,466,000
during the first nine months of 2003 compared to $17,250,000 during the same
period of 2002. Plastic Cluster Box Units (CBUs) sales were $14,943,000 in 2003
compared to $16,597,000 during 2002. The decrease in sales of Plastic CBUs is
the result of decreased purchases from the USPS. Price reductions that became
effective in April 2003, resulted in approximately a $50,000 reduction in 2003
revenue versus 2002. The Company also believes that the decline in its sales
levels of CBUs is the result of changes in purchasing practices by the USPS from
district level purchasing to the local post office level. Sales of Outdoor
Parcel Lockers (OPLs) were $523,000 in the first nine months of 2002 compared to
$653,000 in 2002. The decrease in sales of OPLs is the result of lower volume.
Sales of metal, mechanical and electronic lockers, which includes the Company's
luggage cart business, were $12,711,000 for the first nine months of 2003
compared to $12,989,000 for the first nine months of 2002. This decrease of
$277,000 or 2% was due to declines in luggage cart and other services at airport
terminals and decreases in sales of vending equipment for shopping and luggage
carts, offset by increases in sales of approximately $680,000 at the Company's
subsidiary, Security Manufacturing Corporation (SMC). The increase at SMC was
primarily due to higher sales volume of aluminum CBUs to non-postal customers.
The Company's contract to provide luggage cart and other services at the Toronto
International Airport expired in November 2002, and was not renewed by the
Company. Revenue related to services at the Toronto airport was approximately
$300,000 in the first nine months of 2002. The Company continues to provide
luggage cart services at one terminal of the Detroit International Airport.
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. In April 2003, the Company's contract with
the USPS was renewed for a one-year term expiring on April 15, 2004. The contact
covers all four types of plastic CBUs, aluminum CBUs and the OPL. The contract
contained price reductions ranging from zero to approximately 2% depending on
the CBU or OPL type. As previously disclosed, total CBU demand is influenced by
a number of factors over which the Company has no control, including but not
limited to: USPS budgets, policies and financial performance, domestic new
housing starts, postal rate increases, postal purchasing practices and the
weather as these units are installed outdoors. The Company believes its CBU
product line, including the 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 69.7% during the first nine
months of 2003 compared to 68.8% in the first nine months of 2002. The slight
increase is the result of lower sales volume as well as the elimination of the
Toronto airport operations, where the margin was higher than certain other
Company operations.
9
Selling, general and administrative costs for the first nine months of 2003
increased $650,000 over the same period in 2002. This increase is due primarily
to a one-time reduction of $319,000 in 2002 as the result of the reversal in
2002 of a liability, which existed under the Supplemental Executive Retirement
Plan due to the death in the first quarter of 2002 of the only current
beneficiary under the Plan. The increase was also impacted by a 2003 charge of
$65,000 for a severance agreement relating to a terminated management employee
at SMC, as well as increased engineering costs in 2003 relating to product
development. Selling, administrative and general expenses were 21.1% and 17.5%
of sales for the first nine months of 2003 and 2002, respectively.
Other income - net decreased $72,000 during the first nine months of 2003
compared to 2002. This caption consists primarily of cash discounts earned,
which were $89,000 in 2003 and $96,000 in 2002 and service maintenance
contracts, which were $82,000 in 2003 and $134,000 in 2002.
Interest expense was $402,000 in 2003 compared to $516,000 in 2002. The decrease
is the result of lower outstanding debt during 2003 versus 2002 as the Company
continues to make scheduled payments on its outstanding debt.
Third Quarter 2003 As Compared to the Third Quarter 2002
Third quarter sales were $9,514,000 in 2003, a decrease of $462,000 from
$9,976,000 during the same period in 2002. The decrease consisted of a decrease
of $197,000 in sales of CBUs and OPLs, and other declines in metal, mechanical
and electronic lockers of $907,000; these declines were offset by an increase in
sales of $643,000 at SMC due to higher volumes in 2003 versus 2002.
Cost of products sold as a percentage of sales was 70.0% during the third
quarter of 2003, compared to 68.5% during the third quarter of 2002. The
deterioration in 2003 is the result of lower sales volume, and to a lesser
extent the elimination of the Toronto airport operations, where the margins were
higher than the Company's other operations.
Selling, administrative and general expenses were 21.4% of net sales during the
third quarter of 2003 compared to 18.5% in the third quarter of 2002, as a
result of the decline in sales in 2003 and the fixed nature of certain expenses.
Other income - net decreased $68,000 during the first nine months of 2003
compared to 2002. This decrease primarily relates to a decrease in maintenance
contracts of approximately $60,000 during the third quarter of 2003 versus the
third quarter of 2002.
Interest expense in the third quarter of 2003 of $112,000 decreased from
$163,000 in the third quarter of 2002 due to the reduction in outstanding debt
during the last 12 months.
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 3.0 to 1 at September 30, 2002 and 2.8 to 1 at December 31, 2002,
respectively. Working capital, the excess of current assets over current
liabilities, was $9,107,000 at September 30, 2003, an increase of $737,000 over
$8,370,000 at December 31, 2002. Cash provided by operating activities was
$1,905,000 during the first nine months of 2003, compared to $3,144,000 provided
by operating activities for the same period in
10
2002. 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
2003 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, 2003.
Effects of New Accounting Pronouncements
There are no recently issued accounting standards that the Company believes will
have a material impact on its financial position or results of operations.
Safe Harbor Statement under the Private Securities Litigation Reform Act Of 1995
Forward-looking statements in this report, including without limitation,
statements relating to the Company's plans, strategies, objectives,
expectations, intentions and adequacy of resources, are made pursuant to the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve risks and
uncertainties including without limitation the following: (i) the Company's
plans, strategies, objectives, expectations, and intentions are subject to
change at any time at the discretion of the Company, (ii) the Company's plans
and results of operations will be affected by the Company's ability to manage
its growth and inventory, (iii) the risk that the Company's contract with the
USPS will not be renewed or that orders placed by the USPS under such contract
will be substantially reduced, and (iv) other risks and uncertainties indicated
from time to time in the Company's filings with the Securities and Exchange
Commission.
Item 4. Controls and Procedures
As of September 30, 2003, 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 (as
defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934). 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 in all material respects as of
September 30, 2003 to ensure that material information relating to the Company,
including the Company's consolidated subsidiaries, was made known to them by
others within those entities, particularly during the period in which this
Quarterly Report on Form 10-Q was being prepared. During the quarter ended
September 30, 2003, there were no changes in the Company's internal control over
financial reporting, identified in connection with the evaluation of such
reporting, or reasonably likely to materially affect, the Company's internal
control over financial reporting. 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, 2003.
11
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
32.2 Certification of Principal Accounting Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
(b) The Company did not file any reports on Form 8-K during the three
months ended September 30, 2003.
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
Date: November 10, 2003
13
Exhibit Index
(a) Exhibits.
31.1 Certification of Chief Executive Officer pursuant to Rule
13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Rule
13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Principal Accounting Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
14
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Edward F. Ruttenberg, Chairman and Chief Executive Officer, certify that:
1. 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;
2. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this report;
3. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
4. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors or persons performing the equivalent
function):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
15
Date: November 10, 2003
/s/ Edward F. Ruttenberg
------------------------------------
Edward F. Ruttenberg
Chairman and Chief Executive Officer
16
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Wayne L. Nelson, Principal Accounting Officer and Assistant Secretary certify
that:
1. 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;
2. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this report;
3. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
4. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors or persons performing the equivalent
function):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
17
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: November 10, 2003
/s/ Wayne L. Nelson
---------------------------------
Wayne L. Nelson
Principal Accounting Officer
And Assistant Secretary
18
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of American Locker Group
Incorporated (the "Company") on Form 10-Q for the quarterly period ended
September 30, 2003, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), the undersigned, in the capacities and on the date
indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his
knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.
.
/s/ Edward F. Ruttenberg
------------------------
Edward F. Ruttenberg
Chairman and Chief Executive Officer
Dated: November 10, 2003
A signed original of this written statement required by Section 906 has been
provided to American Locker Group Incorporated and will be retained by American
Locker Group Incorporated and furnished to the Securities and Exchange
Commission or its staff upon request.
19
EXHIBIT 32.2
CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of American Locker Group
Incorporated (the "Company") on Form 10-Q for the quarterly period ended
September 30, 2003, 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 10, 2003
A signed original of this written statement required by Section 906 has been
provided to American Locker Group Incorporated and will be retained by American
Locker Group Incorporated and furnished to the Securities and Exchange
Commission or its staff upon request.
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