10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended April 1, 2006

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                      TO                     

COMMISSION FILE NUMBER 0-13198

MORTON INDUSTRIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Georgia	38-0811650
(State or other jurisdiction of	(IRS Employer
Incorporation or organization)	Identification No.)

1021 W. Birchwood, Morton, Illinois 61550
(Address of principal executive offices)

(309) 266-7176
(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 þ No o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No þ

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ

     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

     The aggregate market value of the common stock held by non-affiliates of the registrant (based upon the last reported sale price on the OTC Market) on the last business day of the registrant’s most recently completed second fiscal quarter was approximately $10,500,000.

	Outstanding as of
	April 25, 2006
Class A Common Stock, $.01 par value		4,880,878
Class B Common Stock, $.01 par value		100,000

TABLE OF CONTENTS

	ITEM 1. FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II — OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 1A. RISK FACTORS
	ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
	ITEM 5. OTHER INFORMATION
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
302 Certification
302 Certification
1350 Certification
Fifth Amendment to Second Amended and Restated Credit Agreement
Third Amendmen to Amended and Restated Note and Warrant Purchase Agreement

ITEM 1. FINANCIAL STATEMENTS.

MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets
April 1, 2006 and December 31, 2005

(Dollars in thousands, except per share data)

	April 1, 2006			December 31, 2005
	(Unaudited)
Assets
Current assets:
Trade accounts receivable, less allowance for doubtful accounts of $130 in 2006 and $192 in 2005	$	18,588			12,714
Unbilled receivables		604			801
Inventories		21,278			20,631
Prepaid expenses and other current assets		1,493			824
Deferred income taxes		2,583			2,583
Total current assets		44,546			37,553
Property, plant, and equipment, net		24,965			23,432
Intangible assets, at cost, less accumulated amortization		556			570
Deferred income taxes		10,617			10,617
Other assets		1,499			1,622
	$	82,183			73,794
Liabilities and Stockholders’ Equity
Current liabilities:
Outstanding checks in excess of bank balance	$	2,045			3,050
Current installments of long-term debt		10,225			7,139
Accounts payable		22,875			19,295
Accrued payroll and payroll taxes		3,054			2,226
Accrued expenses		2,371			2,416
Income taxes payable		791			499
Redeemable preferred stock		350			500
Total current liabilities		41,711			35,125
Long-term debt, excluding current installments		31,197			31,764
Other liabilities		250			250
Redeemable preferred stock		1,984			2,834
Warrants payable		2,897			2,872
Total liabilities		78,039			72,845
Stockholders’ equity:
Class A common stock — $0.01 par value. Authorized 20,000,000 shares; issued and outstanding 4,880,878 in 2006 and 2005		49			49
Class B common stock — $0.01 par value. Authorized 200,000 shares; issued and outstanding 100,000 in 2006 and 2005		1			1
Additional paid-in capital		20,947			20,947
Accumulated deficit		(16,853	)		(20,048	)
Total stockholders’ equity		4,144			949
	$	82,183			73,794

See accompanying notes to condensed consolidated financial statements.

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MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations
For the Three Months Ended April 1, 2006 and April 2, 2005
(Dollars in thousands, except per share data)
(Unaudited)

	Three Months Ended
	April 1, 2006			April 2, 2005
Net sales	$	53,599			54,123
Cost of sales		45,477			46,989
Gross profit		8,122			7,134
Operating expenses:
Selling expenses		794			783
Administrative expenses		3,377			2,756
Total operating expenses		4,171			3,539
Operating income		3,951			3,595
Other income (expense):
Interest expense		(1,331	)		(1,284	)
Gain on redemption of redeemable preferred stock		850			850
Other		—			40
Total other expense		(481	)		(394	)
Earnings before income taxes		3,470			3,201
Income taxes		275			200
Net earnings	$	3,195			3,001
Earnings per share of common stock — basic:	$	0.64			0.62
Earnings per share of common stock — diluted:	$	0.54			0.50

See accompanying notes to condensed consolidated financial statements.

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MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows
For The Three Months Ended April 1, 2006 and April 2, 2005
(Dollars in thousands)

(Unaudited)

	Three Months Ended
	April 1, 2006			April 2, 2005
Cash flows from operating activities:
Net earnings	$	3,195			3,001
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization of plant and equipment and intangible assets		1,327			1,519
Other amortization and accretion		339			380
Provision for bad debts		15			40
Unrealized gain on derivative instruments		(34	)		(156	)
Gain on redemption of preferred stock		(850	)		(850	)
Gain on sale of plant and equipment		(5	)		—
Changes in operating assets and liabilities:
Increase in trade accounts receivable		(5,889	)		(6,925	)
Decrease (increase) in unbilled receivables		197			(1,964	)
Increase in inventories		(647	)		(424	)
Increase in prepaid expenses and other assets		(660	)		(367	)
Increase in accounts payable		3,580			4,874
Increase in income taxes payable		292			140
Increase in accrued expenses and other liabilities		817			115
Net cash provided by (used in) operating activities		1,677			(617	)
Cash flows from investing activities:
Capital expenditures		(3,050	)		(1,144	)
Proceeds from sale of property and equipment		209			20
Payment received on note receivable for sale of business		—			101
Net cash used in investing activities		(2,841	)		(1,023	)
Cash flows from financing activities:
Increase (decrease) in checks issued in excess of bank balance		(1,005	)		259
Net borrowings on revolving debt		3,200			2,250
Principal payments on long-term debt and capital leases		(881	)		(703	)
Redemption of preferred stock		(150	)		(150	)
Proceeds from options exercised		—			22
Debt issuance costs		—			(38	)
Net cash provided by financing activities		1,164			1,640
Net change in cash		—			—
Cash at beginning of period		—			—
Cash at end of period	$	—			—
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	934			1,018
Income taxes		90			61

See accompanying notes to condensed consolidated financial statements.

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MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Stockholders’ Equity (Deficit)
For the Three Months Ended April 1, 2006
(Dollars in thousands)
(Unaudited)

	Class A				Class B
	common stock				common stock				Additional
	Shares				Shares				paid-in		Accumulated
	issued		Amount		issued		Amount		capital		deficit			Total
Balance, December 31, 2005		4,880,878	$	49		100,000	$	1	$	20,947	$	(20,048	)	$	949
Net earnings		—		—		—		—		—		3,195			3,195
Balance, April 1, 2006		4,880,878	$	49		100,000	$	1	$	20,947	$	(16,853	)	$	4,144

See accompanying notes to condensed consolidated financial statements.

5

MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended April 1, 2006 and April 2, 2005
(Unaudited)

(1) Merger Agreement Disclosure

          On March 22, 2006, Morton Industrial Group, Inc. (“the Company”) entered into an Agreement and Plan of Merger (“Merger Agreement”) under which MMC Precision Merger Corp. (“Merger Sub”), a wholly owned subsidiary of MMC Precision Holdings Corp. (“Parent”), will merge with and into the Company with the Company being the surviving corporation and a direct wholly owned subsidiary of Parent. The shareholders of Parent will include a private equity fund that is an affiliate of Brazos Private Equity Partners, LLC, which will hold a majority of the shares of Parent, and five persons who are (i) William D. Morton, the Company’s Chairman, President and Chief Executive Officer, (ii) through his affiliate Eastover Group, LLC, Mark W. Mealy, a director of the Company, (iii) Daryl R. Lindemann, the Company’s Senior Vice President of Finance, (iv) Brian L. Geiger, Senior Vice President of Operations of Morton Metalcraft Co., and (v) Brian R. Doolittle, Senior Vice President of Sales and Engineering of Morton Metalcraft Co.. In the Merger, each outstanding share of common stock of the Company, other than shares to be contributed to Parent by Mr. Morton, Mr. Mealy, and the other three officers concurrently with the closing of the Merger, will be converted to the right to receive $10.00 cash per share.

          Additional information related to the Merger Agreement is included in Schedule 14A and Schedule 13E-3 filed with the Securities and Exchange Commission on April 26, 2006.

(2) Nature of Business

     Morton Industrial Group, Inc. and subsidiaries is a contract manufacturer and supplier of high-quality fabricated sheet metal components and subassemblies for construction, agricultural and industrial equipment manufacturers located primarily in the Midwestern and Southeastern United States. Sales for the first three months of 2006 were approximately as follows: construction—60%, agricultural—15% and industrial—25%. The Company’s raw materials are readily available, and the Company is not dependent on a single supplier or only a few suppliers.

(3) Interim Financial Data

     The Condensed Consolidated Financial Statements at April 1, 2006, and for the three months ended April 1, 2006 and April 2, 2005, are unaudited and reflect all adjustments, consisting of normal recurring accruals and other adjustments which, in the opinion of our management, are necessary for a fair presentation of the financial position, operating results, and cash flows for the interim periods indicated. Our fiscal quarters end on a Saturday (nearest to a quarter end) except for the fourth quarter which ends on December 31. For the quarter ended April 1, 2006 there were 64 shipping days, with average daily net sales of approximately $837,500, and for the quarter ended April 2, 2005 there were 65 shipping days, with average daily net sales of approximately $832,700. Results of operations for interim periods are not necessarily indicative of the results of operations for the full fiscal year. You should read the condensed consolidated financial statements in connection with the consolidated financial statements and notes thereto, together with management’s discussion and analysis of financial condition and results of operations of Morton Industrial Group, Inc. contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, as filed on March 31, 2006 and also in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2005, as filed on April 25, 2006.

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(4) Inventories

     The Company’s inventories, in thousands of dollars, are summarized as follows:

	April 1,		December 31,
	2006		2005
Finished goods	$	9,226	$	9,025
Work-in-process		4,390		4,082
Raw materials		7,662		7,524
	$	21,278	$	20,631

(5) Earnings Per Share

     The following reflects the reconciliation of the components of the basic and diluted earnings per common share computations:

	Quarter Ended April 1, 2006							Quarter Ended April 2, 2005
	Earnings		Shares		Per Share			Earnings		Shares		Per Share
	(Numerator)		(Denominator)		Amount			(Numerator)		(Denominator)		Amount
Basic	$	3,195,000		4,980,878	$	0.64		$	3,001,000		4,865,968	$	0.62
Effect of dilutive securities, stock options and warrants				905,534		(0.10	)				1,078,896		(0.12	)
Diluted	$	3,195,000		5,886,412	$	0.54		$	3,001,000		5,944,864	$	0.50

(6) Segment Reporting

     We have only one segment — the contract metals fabrication segment.

(7) Debt and Warrants

March 26, 2004 Refinancing and Subsequent Amendments

          On March 26, 2004, the Company entered into a Second Amended and Restated Credit Agreement with a syndicate of banks led by Harris Trust and Savings Bank, As Agent (referred to as the Harris syndicate), and entered into a Note and Warrant Purchase Agreement with BMO Nesbitt Burns Capital (U.S.) Inc., As Agent. Under the terms of these agreements and subsequent amendments, as of April 1, 2006 the Company has:

     1) A four-year secured term loan in the original principal amount of $21,000,000 with variable rate interest; principal payments are due in quarterly installments of $500,000 from June 30, 2004 through March 31, 2005, and $750,000 from June 30, 2005 through December 31, 2007, with the balance of $6,427,500 due on March 31, 2008. In addition, mandatory principal payments of $2,365,500 related to an asset sale and excess cash flow have been made during the period through April 1, 2006. The term loan requires an additional excess cash flow repayment of $1,957,500 to be paid on May 31, 2006. The excess cash flow payments are equal to 75% of the amount by which earnings before interest, income taxes, depreciation and amortization (EBITDA) exceed interest expense paid in cash, income taxes paid in cash, principal payments on all indebtedness and capital expenditures. Excess cash flow payments of $3,100,000 are estimated to become due on March 31, 2007. Accordingly, this estimated amount is included in current installments of long-term debt.

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     2) A secured revolving credit facility with a limit of $18,000,000, with variable rate interest. At April 1, 2006, the Company has a revolving credit balance of $12,900,000 and availability of $3,013,000 under this facility. The balance is due March 31, 2008. The amount available under the revolving credit facility is limited to 85% of eligible accounts receivable and 60% of eligible inventories. The facility requires a commitment fee of 0.50% per annum on the unused portion of the facility.

     At the Company’s option, for both the secured term loan and the secured revolving credit facility, interest will be at either a bank base rate plus applicable margin, or an adjusted LIBOR rate plus an applicable margin. At inception, the bank rate plus applicable margin was 6.75% and the adjusted LIBOR rate plus applicable margin was 5.35%. At April 1, 2006, those rates were 9.25% and 7.81%, respectively.

     The Company entered into a swap agreement effective June 30, 2004 related to $10,750,000 (the original notional amount) of its term debt. The swap agreement is for the purpose of limiting the effects of interest rate increases on approximately one-half of the Company’s variable rate term debt. Under this agreement, the Company pays a fixed rate of 3.72% on the notional amount, which is payable quarterly. In accordance with the term loan agreement, the Company also pays an interest margin which adjusts in steps based on achieved operating and leverage metrics (3.5% during the first three months of 2006, and then reducing to 3.00%). The notional amount as of April 1, 2006 was $8,500,000. The swap agreement expires March 31, 2008.

     3) Senior secured subordinated notes totaling $12,000,000 with cash interest of 12% and payment-in-kind interest of 2% and 4% with no principal amortization, and the balances due March 26, 2009. This debt is subordinated to the secured term loan and the revolving credit facility with respect to both payment and lien priority. The balance as of April 1, 2006 is $12,883,700.

          Related to the senior secured subordinated note, on March 26, 2004, the Company issued 545,467 warrants to purchase shares of its Class A Common Stock for $0.02 per share; these warrants expire March 26, 2014. The warrant holder may exercise the warrants at any time. The warrants may be put to the Company, at their then fair market value, at the earlier of: a) five years from the date of issue; b) a change of control; c) a default on the senior secured subordinated loan; or d) a prepayment of 75% or more of the original principal balance of the senior secured subordinated loan.

          The Company estimated the fair value of the warrants as of April 1, 2006, to be $2,897,000. This estimate is reported as warrants payable in the accompanying consolidated balance sheets. The fair value allocated to the warrants at the date of issue of $1,500,000 resulted in the recognition of an equal amount of debt discount, which is being amortized using the effective yield method over 5 years, the term of the related senior secured subordinated note. The Company reports the warrants at fair value and records changes in the fair value as interest expense. At April 1, 2006, the estimate of fair value represents the amount that is expected to be paid to warrant holders in connection with the merger described in Note 1 above.

          The stock purchase warrant includes provisions that will reduce the number of warrants that can be put to the Company if a) a change of control occurs prior to 5 years from the date of issue and the Company achieves specified net equity levels; or b) if a change of control has not occurred prior to 5 years from the date of issue and the Company achieves specified EBITDA (earnings before interest, taxes, depreciation and amortization) levels. The number of warrants could be reduced to any one of several levels, but no lower than 290,278. For the years ended December 31, 2004 and 2005, the Company achieved the EBITDA level that would reduce the maximum number of warrants outstanding. As a result, the maximum number of warrants that may be put or exercised has been reduced to 415,128.

          The Company has provided bank letters of credit totaling approximately $2,087,000 to two creditors. One letter of credit is in support of operating lease payments; this letter of credit is for $388,000 and will be in effect through the entire term of certain leases that expire in December 2011, unless released earlier; the other letters of credit, in the aggregate amount of $1,699,000 support future potential payments by the Company related to workers’ compensation claims. These letters of credit will renew on an annual basis until the need for the letters of credit expires. Based on workers’ compensation claims experience, the amount of these letters of credit is subject to adjustment on December 31, 2006. The outstanding letters of credit decrease, on a dollar-for-dollar basis, the amount of revolving line of credit available under the secured revolving credit facility. In connection with these credit facilities, the Company has granted the lenders a lien on all of the Company’s accounts receivable, inventories, equipment, land and buildings, and various other assets. These agreements contain restrictions on capital expenditures, additional debt or liens, investments, mergers and acquisitions, and asset sales and prohibit payments such as dividends or stock repurchases. These agreements also contain financial covenants, including a total funded debt/EBITDA ratio, a total senior funded debt/EBITDA ratio, a minimum EBITDA ratio, and a fixed charge coverage ratio. As of April 1, 2006, we were in compliance with all debt covenants, as amended.

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(8) Stock Option Plan

     In December 2004, Statement of Financial Accounting Standards (SFAS) No. 123R (revised 2004), “Share-Based Payment” was issued. SFAS No. 123R addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. This Statement is a revision to Statement 123 and supersedes Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees”, and its related implementation guidance. Statement No. 123R requires the fair value of all stock option awards issued to employees to be recorded as compensation expense over the related vesting period. This Statement also requires the recognition of compensation expense relating to the remaining portion of the fair value of any unvested stock option awards outstanding at the date of adoption, as the options vest. This Statement was adopted by the Company effective January 1, 2006, as permitted by rules adopted by the Securities and Exchange Commission. The adoption of Statement 123R will result in the recognition of compensation costs for stock options of $27,000 during calendar year 2006. Prior to January 1, 2006, the Company accounted for its stock option plan under APB Opinion No. 25 (as described above).

(9) Impact of Recently Issued Accounting Standards

          In December 2004, SFAS No. 151, “Inventory Costs” was issued. SFAS No. 151 clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Under this Statement, such items will be recognized as current-period charges. In addition, the Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This Statement was adopted January 1, 2006, and had no impact on the Company’s financial statements.

          In May 2005, SFAS No. 154, “Accounting Changes and Error Corrections” was issued. SFAS No. 154 requires retrospective application for voluntary changes in accounting principle unless impractical to do so. Retrospective application refers to the application of a different accounting principle to previously issued financial statements as if that principle had always been used. This Statement is effective for the Company for any accounting changes and error corrections occurring after January 1, 2006. This adoption had no impact on the Company’s financial statements.

(10) Redeemable Preferred Stock

     Pursuant to a 1999 agreement to purchase certain assets of Worthington Custom Plastics, Inc. (“Worthington”), the Company issued 10,000 shares of its preferred stock, without par value, to Worthington. The preferred stock was mandatorily redeemable on April 15, 2004 at $1,000 per share. The preferred stock was valued at $4,250,000 at the time of the acquisition and the discount was accreted over a five-year period using the effective yield method. The period of accretion was completed in April 2004.

     The Company and Worthington entered into a stock redemption agreement, dated December 23, 2003, that provides for 30 monthly redemption payments of $50,000 each over a three-year period (10 payments each year in 2004, 2005 and 2006) to redeem all of the preferred stock. Each payment redeems 333 (or 334) shares of the 10,000 shares outstanding and will result in a gain on redemption of $283,000 (or $284,000). Redemption payments made each month during the three month periods ended April 1, 2006 and April 2, 2005 resulted in the “gain on redemption of redeemable preferred stock” of $850,000 which is reported in the accompanying condensed consolidated statements of operations. If shares are not redeemed in accordance with the provisions of this agreement, the redemption price remains at $1,000 per share. As part of this agreement, all litigation between the Company and Worthington was settled and dismissed.

(11) Unbilled Receivables

     Beginning in 2004, the Company incurred increased costs for the purchase of raw materials as a result of dynamic changes in the U.S. steel markets. The Company’s supplier agreements with key customers allow surcharges for the pass-through of the additional raw material costs. The Company recognized as net sales, and also recognized an identical amount as cost of sales, surcharge amounts of approximately $1.9 million and $9.6 million for the three-month periods ended April 1, 2006 and April 2, 2005, respectively. The Company has classified unbilled surcharges in the accompanying condensed consolidated balance sheet as “unbilled receivables”. The surcharges are generally invoiced to the Company’s customers within weeks following the month end in which the related product is sold. As of April 1, 2006, the unpaid amount of billed surcharges included in accounts receivable is $740,000.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion and analysis describes changes in the Company’s financial condition since December 31, 2005. The analysis of results of operations compares the quarters ended April 1, 2006 and April 2, 2005. Any references to December 31, 2005 relates to data found in either Form 10-K as filed with the Securities and Exchange Commission on March 31, 2006 or the Form 10-K/A as filed with the Securities and Exchange Commission on April 25, 2006.

GENERAL

     We are a contract manufacturer of highly engineered metal components and subassemblies for construction, industrial and agricultural original equipment manufacturers. Our largest customers, Caterpillar Inc. and Deere & Co., accounted for approximately 89% of our net sales for the three-month period ended April 1, 2006, and accounted for approximately 91% and 87% of our net sales for the years ended December 31, 2005 and 2004, respectively.

     Historically, the Company has been a fabricator of sheet metal products. Subsequent to a merger in January 1998, when the Company became a publicly-traded entity, the Company acquired six facilities that fabricated either injection molded or thermoformed plastic components. These facilities operated as Morton Custom Plastics, LLC. The Company subsequently determined that is was appropriate to focus solely on its core competency, sheet metal fabrication, and offered for sale its plastics fabrication facilities, the last of which was sold in June 2003.

     As a part of a 1999 plastics facilities acquisition, the Company issued $10 million of redeemable preferred stock with a maturity date of April 2004. The Company negotiated a settlement in December 2003 with the holder of the preferred stock, and began making redemption payments in January 2004. If the redemption payments are paid according to the terms of the settlement agreement, the payments will aggregate $1.5 million over a three-year period ending in 2006.

     Since June 2003, the Company has focused solely on its core business, sheet metal fabrication (the Company’s continuing operations). The Company recognized earnings of over $11.7 million, $12.7 million and $1.2 million from its continuing operations in 2005, 2004 and 2003, respectively, but had incurred losses from its continuing operations in 2001 and 2002 when demand by the Company’s customers was depressed. These losses from continuing operations as well as the acquisition and subsequent disposition of certain plastics facilities created pressure on our liquidity. The $11.7 million and $12.7 million of net earnings in 2005 and 2004 included gain on the redemption of preferred stock of $2.8 million in both years and an income tax benefit of $4.0 million and $5.8 million in 2005 and 2004, respectively.

     To take advantage of the potential for growth in 2004 and beyond, and to be able to effectively serve our customers, we had to be able to ensure an adequate flow of raw materials into our production processes, be able to hire and train additional employees and be able to fund our need for new manufacturing equipment and meet our other working capital needs. Accordingly, the Company entered into a new credit facility in March 2004, and amendments to that facility in June 2004 and February 2005 that are described below. The new credit facility (March 2004) provided additional availability at the closing of approximately $5 million, and a June 2004 amendment provided $1 million of additional availability. Management believes that the new credit facility will permit the Company to meet its liquidity requirements driven by raw material, manpower and capital expenditure requirements through the term of the facility, which matures in March 2008.

     As indicated in Note 1, Merger Agreement Disclosure above, the Company entered into a Merger Agreement that will take the Company private and recapitalize the Company.

     As noted above, two customers account for a significant portion of our net sales. Caterpillar and Deere continue to forecast greater orders for fabricated parts supplied by Morton Metalcraft Co. We believe that this demand is being fueled by the improved economic conditions in the United States. The Company has responded by hiring additional manpower, adding capital equipment as necessary and increasing the flow of purchased raw materials in a difficult steel market. The U.S. steel industry has restructured, consolidated and is challenged to meet growing domestic and international demand. The steel industry has been impacted by China’s growing consumption of scrap steel and coke, a raw material used in processing steel. Cosmetically sensitive sheet steel, our core commodity, has seen significant price increases; most steel price increases have been passed through to our customers.

     In pricing our products, we consider the volume of the product to be manufactured, required engineering resources and the complexity of the product. Our customers typically expect us to offset any manufacturing cost increases with improvements in production flow, efficiency, productivity or engineering redesigns. As a part of their supplier development programs, our primary customers initiate cost improvement efforts on a regular basis.

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RESULTS OF OPERATIONS

First quarter, 2006 versus first quarter, 2005

     Net sales for the quarter ended April 1, 2006 were $53.6 million compared to $54.1 million for the quarter ended April 2, 2005, a decrease of $0.5 million or 1.0%. Although sales dollars decreased, unit volume increased; a decrease in raw material costs for the comparable quarters is reflected in the unit sales prices. Our construction-related revenues decreased by approximately $1.0 million for the comparable quarters and accounted for nearly 60% of our first quarter revenue. Industrial related revenues increased $3.2 million and agricultural-related revenues decreased by approximately $1.9 million for the comparable quarters. In addition, sales for the quarter ended April 1, 2006 included surcharges passed through to our customers of approximately $1.9 million, compared to $9.6 million for the quarter ended April 2, 2005.

     Sales to Caterpillar and Deere aggregated approximately 89% and 88% of our net sales for the first quarters of 2006 and 2005, respectively.

     Gross profit for the quarter ended April 1, 2006 was $8.1 million compared with $7.1 million for the quarter ended April 2, 2005, an increase of $1.0 million or 13.8%. The Company’s gross profit percentage increased to 15.2% from 13.2%; also note that the gross profit percentages for the quarters ended April 1, 2006 and April 2, 2005 were reduced 0.5% and 2.8% by passing through to customers, at cost with no margin, the increased steel costs described in Note 11 above. Excluding the impact of passing these costs through to customers at no margin, the gross profit percentage would have increased to 15.7% and 16.0% for the first quarters of 2006 and 2005, respectively. The increase in margin dollars is a result of the Company’s continuing focus on cost savings programs including 6 Sigma and various lean manufacturing concepts which have resulted in improved raw material utilization and more efficient labor productivity. We use internal metrics to measure our success in achieving various productivity, quality, on-time delivery and profitability goals.

     Selling and administrative expenses for the quarter ended April 1, 2006 amounted to $4.2 million, or 7.8% of sales, compared with $3.5 million, or 6.5% of sales in the same quarter a year ago. This increased expense and percentage relates primarily to a higher unit sales volume, and expenses relating to the merger (see Note 1).

     Interest expense for both the quarters ended April 1, 2006 and April 2, 2005 was approximately $1.3 million. Higher interest rates in the first quarter of 2006 vs. the first quarter of 2005 resulted in slightly higher interest amounts on the term loan and revolving loan. Interest expense for the quarters ended April 1, 2006 and April 2, 2005 also includes $75,560 and $93,800, respectively, of debt discount amortization and adjustments of $24,844 and $144,000, related to the valuation of the warrants liability, partially offset by a favorable mark-to-market adjustments of $34,473 and $156,200, respectively, on its interest rate swap agreements described above.

     As a result of a preferred stock settlement agreement, the Company made three preferred stock redemption payments during both the three-month periods ended April 1, 2006 and April 2, 2005, which resulted in the “gain on redemption of redeemable preferred stock” of $850,000 in the accompanying condensed consolidated statements of operations.

     For the three month periods ended April 1, 2006 and April 2, 2005, we recognized income tax expense of $275,000 and $200,000, respectively, related to state income taxes and the Federal alternative minimum tax. For Federal income taxes, we have utilized net operating loss carry forwards to the extent of taxable income, and decreased the valuation allowance accordingly.

LIQUIDITY AND CAPITAL RESOURCES

     Historically, we have funded our business with cash flows from operations, management of our working capital and borrowings under revolving credit and term loan facilities.

     Our consolidated working capital at April 1, 2006 was $2.8 million compared to $2.4 million at December 31, 2005. This represents an increase in working capital of approximately $0.4 million. This working capital increase results primarily from $5.9 million of increased accounts receivable related to increased sales in the first quarter of 2006 compared to the fourth quarter of 2005, offset by increased accounts payable and accrued expenses and an increase in current installments of long-term debt of $3.1 million related to an excess cash flow payment due in March 2007. The increased current assets are financed by the revolving line of credit which is classified as long-term debt.

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March 26, 2004 Refinancing and Subsequent Amendments

          On March 26, 2004, the Company entered into a Second Amended and Restated Credit Agreement with a syndicate of banks led by Harris Trust and Savings Bank, As Agent (referred to as the Harris syndicate), and entered into a Note and Warrant Purchase Agreement with BMO Nesbitt Burns Capital (U.S.) Inc., As Agent. Under the terms of these agreements and subsequent amendments, as of April 1, 2006 the Company has:

     1) A four-year secured term loan in the original principal amount of $21,000,000 with variable rate interest; principal payments are due in quarterly installments of $500,000 from June 30, 2004 through March 31, 2005, and $750,000 from June 30, 2005 through December 31, 2007, with the balance of $6,427,500 due on March 31, 2008. In addition, mandatory principal payments of $2,365,500 related to an asset sale and excess cash flow have been made during the period through April 1, 2006. The term loan requires an additional excess cash flow repayment of $1,957,500 to be paid on May 31, 2006. The excess cash flow payments are equal to 75% of the amount by which earnings before interest, income taxes, depreciation and amortization (EBITDA) exceed interest expense paid in cash, income taxes paid in cash, principal payments on all indebtedness and capital expenditures. Excess cash flow payments of $3,100,000 are estimated to become due on March 31, 2007. Accordingly, this estimated amount is included in current installments of long-term debt.

     2) A secured revolving credit facility with a limit of $18,000,000, with variable rate interest. At April 1, 2006, the Company has a revolving credit balance of $12,900,000 and availability of $3,013,000 under this facility. The balance is due March 31, 2008. The amount available under the revolving credit facility is limited to 85% of eligible accounts receivable and 60% of eligible inventories. The facility requires a commitment fee of 0.50% per annum on the unused portion of the facility.

     At the Company’s option, for both the secured term loan and the secured revolving credit facility, interest will be at either a bank base rate plus applicable margin, or an adjusted LIBOR rate plus an applicable margin. At inception, the bank rate plus applicable margin was 6.75% and the adjusted LIBOR rate plus applicable margin was 5.35%. At April 1, 2006, those rates were 9.25% and 7.81%, respectively.

     The Company entered into a swap agreement effective June 30, 2004 related to $10,750,000 (the original notional amount) of its term debt. The swap agreement is for the purpose of limiting the effects of interest rate increases on approximately one-half of the Company’s variable rate term debt. Under this agreement, the Company pays a fixed rate of 3.72% on the notional amount, which is payable quarterly. In accordance with the term loan agreement, the Company also pays an interest margin which adjusts in steps based on achieved operating and leverage metrics (3.5% during the first three months of 2006, and then reducing to 3.00%). The notional amount as of April 1, 2006 was $8,500,000. The swap agreement expires March 31, 2008.

     3) Senior secured subordinated notes totaling $12,000,000 with cash interest of 12% and payment-in-kind interest of 2% and 4% with no principal amortization, and the balances due March 26, 2009. This debt is subordinated to the secured term loan and the revolving credit facility with respect to both payment and lien priority. The balance as of April 1, 2006 is $12,883,700.

          Related to the senior secured subordinated note, on March 26, 2004, the Company issued 545,467 warrants to purchase shares of its Class A Common Stock for $0.02 per share; these warrants expire March 26, 2014. The warrant holder may exercise the warrants at any time. The warrants may be put to the Company, at their then fair market value, at the earlier of: a) five years from the date of issue; b) a change of control; c) a default on the senior secured subordinated loan; or d) a prepayment of 75% or more of the original principal balance of the senior secured subordinated loan.

          The Company estimated the fair value of the warrants as of April 1, 2006, to be $2,897,000. This estimate is reported as warrants payable in the accompanying consolidated balance sheets. The fair value allocated to the warrants at the date of issue of $1,500,000 resulted in the recognition of an equal amount of debt discount, which is being amortized using the effective yield method over 5 years, the term of the related senior secured subordinated note. The Company reports the warrants at fair value and records changes in the fair value as interest expense. At April 1, 2006, the estimate of fair value represents the amount that is expected to be paid to warrant holders in connection with the merger described in Note 1 above.

          The stock purchase warrant includes provisions that will reduce the number of warrants that can be put to the Company if a) a change of control occurs prior to 5 years from the date of issue and the Company achieves specified net equity levels; or b) if a change of control has not occurred prior to 5 years from the date of issue and the Company achieves specified EBITDA (earnings before interest, taxes, depreciation and amortization) levels. The number of warrants could be reduced to any one of several levels, but no lower than 290,278. For the years ended December 31, 2004 and 2005, the Company achieved the EBITDA level that would reduce the maximum number of warrants outstanding. As a result, the maximum number of warrants that may be put or exercised has been reduced to 415,128.

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          The Company has provided bank letters of credit totaling approximately $2,087,000 to two creditors. One letter of credit is in support of operating lease payments; this letter of credit is for $388,000 and will be in effect through the entire term of certain leases that expire in December 2011, unless released earlier; the other letters of credit, in the aggregate amount of $1,699,000 support future potential payments by the Company related to workers’ compensation claims. These letters of credit will renew on an annual basis until the need for the letters of credit expires. Based on workers’ compensation claims experience, the amount of these letters of credit is subject to adjustment on December 31, 2006. The outstanding letters of credit decrease, on a dollar-for-dollar basis, the amount of revolving line of credit available under the secured revolving credit facility. In connection with these credit facilities, the Company has granted the lenders a lien on all of the Company’s accounts receivable, inventories, equipment, land and buildings, and various other assets. These agreements contain restrictions on capital expenditures, additional debt or liens, investments, mergers and acquisitions, and asset sales and prohibit payments such as dividends or stock repurchases. These agreements also contain financial covenants, including a total funded debt/EBITDA ratio, a total senior funded debt/EBITDA ratio, a minimum EBITDA ratio, and a fixed charge coverage ratio. As of April 1, 2006, we were in compliance with all debt covenants, as amended.

     Historically, we have met our near term liquidity requirements with cash flows from operations, the Harris revolving credit facility, and management of our working capital to reflect current levels of operations. Management expects that cash flows from operations, working capital management and availability under the bank revolving credit facility described above will permit us to meet our liquidity requirements through the term of the credit facility.

Preferred Stock

     Pursuant to a 1999 agreement to purchase certain assets of Worthington Custom Plastics, Inc. (“Worthington”), the Company issued 10,000 shares of its preferred stock, without par value, to Worthington. The preferred stock was mandatorily redeemable on April 15, 2004 at $1,000 per share. The Company and Worthington have entered into a stock redemption agreement, dated December 23, 2003, that provides for 30 monthly redemption payments of $50,000 each over a three-year period (10 payments each year in 2004, 2005 and 2006) to fully redeem the preferred stock. Each $50,000 payment and redemption of 333 (or 334) shares reduces the $10 million face value of the redeemable preferred stock by $333,000 (or $334,000). If shares are not redeemed in accordance with the provisions of this agreement, the redemption price remains at $1,000 per share.

Capital Expenditures

     We incurred $3.1 million of capital expenditures during the first three months of 2006, including approximately $2.0 million related to expansion activities and approximately $1.1 million for the normal update and replacement of manufacturing equipment.

     We estimate that our capital expenditures in 2006 will total approximately $6.8 million, of which $4.2 million will be for expansion activities and the remaining $2.6 million will be for the normal update and replacement of manufacturing equipment.

Significant Cash Commitments

     The Company has significant future cash commitments, primarily scheduled debt payments and scheduled lease payments.

     The following table summarizes the Company’s estimated contractual obligations at April 1, 2006:

	Payments Due by Period
			Less than						After
	Total		1 Year		1-3 Years		4-5 Years		5 Years
					(In thousands)
Bank indebtedness
Term loan		15,367		9,790		5,577		—		—
Revolving line of credit		12,900		—		12,900		—		—
Senior subordinated debt		12,884		—		12,884		—
Other debt obligations		977		328		649		—		—
Interest		11,000		3,600		7,400				—
Operating leases		24,578		7,263		14,504		2,811
Preferred stock redemption		350		350		—		—		—
Total contractual cash obligations		78,056		21,331		53,914		2,811		—

     Under its bank credit facility, the Company had $2,086,151 of standby letters of credit outstanding at April 1, 2006 in connection with lease obligations and its workers compensation program.

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     Pursuant to a 1999 agreement to purchase certain assets of Worthington Custom Plastics, Inc. (“Worthington”), the Company issued 10,000 shares of its preferred stock, without par value, to Worthington. The preferred stock was mandatorily redeemable on April 15, 2004 at $1,000 per share. The Company and Worthington have entered into a preferred stock redemption agreement, dated December 23, 2003, that provides for 30 monthly redemption payments of $50,000 each over a three-year period (10 payments each year in 2004, 2005 and 2006) to fully redeem the preferred stock. Each $50,000 payment and redemption of 333 (or 334) shares reduces the $10 million face value of the redeemable preferred stock by $333,000 (or $334,000). If shares are not redeemed under the provision of this agreement, the redemption price remains at $1,000 per share. The significant cash commitments table above assumes that payments are made over the next three years and that the redeemable preferred stock is retired for $1.5 million. Twenty-three of the 30 redemption payments have been paid as of April 1, 2006.

FORWARD LOOKING STATEMENTS

     “Safe Harbor” Statement Under The Private Securities Litigation Reform Act Of 1995: This quarterly report contains “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements containing the words “anticipates,” “believes,” “intends,” “estimates,” “expects,” “projects” and similar words. The forward looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results expressed or implied by such forward looking statements. Such factors include, among others, the following: the loss of certain significant customers; the cyclicality of our construction and agricultural sales; the availability of working capital; the orders of our two major customers; general economic and business conditions, both nationally and in the markets in which we operate or will operate; competition; and other factors referenced in the Company’s reports and registration statements filed with the Securities and Exchange Commission. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward looking statements. The forward looking statements contained herein speak only of the Company’s expectation as of the date of this quarterly report. We disclaim any obligations to update any such factors or publicly announce the result of any revisions to any of the forward looking statements contained herein to reflect future events or developments.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Interest Rate Risk

     The Company uses both variable-rate debt and fixed rate debt to finance its operations. The variable-rate debt obligations expose the Company to variability in interest payments due to changes in interest rates. The variable-rate debt includes both our revolving credit facility ($12.9 million at April 1, 2006) and our term note payable ($15.4 million at April 1, 2006).

     In order to satisfy a requirement of the term loan, we entered into a swap agreement effective June 30, 2004 on $10,750,000 (the original notional amount) of our term debt. Under this agreement, the Company pays a fixed LIBOR rate of 3.72% on the notional amount, which is payable quarterly. In accordance with the term loan agreement, the Company also pays an applicable margin which adjusts in steps based on achieved operating and leverage metrics (primarily at 3.50% during the first three months of 2006, and which decreases to 3.00% thereafter). The notional amount of the swap for the period from January 1 through April 1, 2006 was $8,875,000. The “all-in” rate on the notional amount in the first three months of 2006 was 7.22%. The swap agreement expires March 31, 2008.

     The interest on the other portion of the term loan is currently determined at the applicable margin described above plus a LIBOR rate. The Company has elected to use 3-month LIBOR agreements in an effort to reduce the variability of interest payments related to this portion of the term debt. At April 1, 2006 the “all-in” rate including the LIBOR rate and applicable margin related to this portion of the term debt was approximately 7.81%.

     The interest on the revolving credit facility is determined primarily at the applicable margin plus LIBOR rates. The Company has elected, at April 1, 2006 to use 3-month LIBOR agreements in an effort to reduce the variability of interest payments related to the revolving debt. The LIBOR agreements totaled $11,000,000 at April 1, 2006; the corresponding average “all-in” rates including the LIBOR rates and applicable margin related to the revolving debt were approximately 7.81%. The applicable margin plus the bank base rate is paid on the revolving debt in excess of $11,000,000; at April 1, 2006 this rate was 9.25%.

     If market rates of interest on our variable rate debt had been 100 basis points higher based on balances outstanding during the first three months of 2006, our interest expense, on an annual basis, would be approximately $280,000 higher.

     The interest rates on the senior subordinated debt and the subordinated debt are fixed as described above.

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Steel Commodity Risk

     We are also subject to commodity price risk with respect to purchases of steel, which accounts for a significant portion of our cost of sales. In 2004 and 2005, the costs of steel increased significantly, and those costs appear to have stabilized since the middle of 2005 at a relatively high level. We have arrangements to pass through to our largest customers the increased costs of steel, thereby significantly reducing the risks associated with the higher costs of steel. These additional costs are generally invoiced to those customers on a monthly basis.

ITEM 4. CONTROLS AND PROCEDURES

     Evaluation of disclosure controls and procedures. The Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(c) under the Securities Exchange Act of 1934, as amended), are effective based on their evaluation of these controls and procedures as of the end of the period covered by this Form 10-Q.

     The Company’s management, including its principal executive officer and principal financial officer, does not expect that the Company’s disclosure controls and procedures or its internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control.

     Changes in internal controls. There have been no significant changes in the Company’s internal controls over financial reporting that occurred in the first quarter of 2006 that may have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

     We seek to maintain a system of internal accounting controls that are intended to provide reasonable assurances that our books and records accurately reflect our transactions and that our established policies and procedures are followed. There were no significant changes in our internal controls or, to our knowledge, in other factors that could significantly affect our disclosure controls and procedures subsequent to the date we carried out this evaluation.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     On March 27, 2006, a complaint was filed in the Superior Court of Fulton County, Georgia, against Morton Industrial Group, Inc. (the “Company”), the members of the Company’s board of directors, MMC Precision Holdings Corp., MMC Precision Merger Corp. (“Merger Sub”) (MMC Precision Holdings Corp. and Merger Sub are collectively referred to as the “MMC Entities”) and Brazos Private Equity Partners, LLC (“Brazos”). The Company and directors have denied the allegations against them and have filed joinders in the Notice of Removal filed by Brazos and the MMC Entities in the United States District Court for the Northern District of Georgia. The complaint alleges, among other things, that the consideration offered shareholders pursuant to the merger of the Company and Merger Sub announced on March 23, 2006 (see Note 1, Merger Agreement Disclosure, above), is inadequate and not entirely fair to all of the Company’s shareholders, that the Company’s disclosures regarding the merger are false and misleading, that members of the board of directors have breached their fiduciary duties in connection with the proposed transaction, and that Brazos and the MMC Entities aided and abetted the alleged breaches of fiduciary duties. The complaint, which purports to be filed by a shareholder of the Company, includes a request for declaration that the action be maintained as a class action and seeks, among other things, damages and injunctive relief prohibiting the Company from concluding the proposed merger. The Company and its board of directors believe that the complaint against them is without merit, and intend to defend vigorously.

     The Company is also involved in routine litigation. Management does not believe any legal proceedings would have a material adverse effect on the Company’s financial condition or results of operations.

ITEM 1A. RISK FACTORS

          In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2005, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     Under the terms of our agreement with our senior secured lender, no amounts are available for the payment of dividends at April 1, 2006.

ITEM 5. OTHER INFORMATION

          The Company, in an effort to most efficiently serve a customer in the Northeastern United States, is in the process of negotiating a long-term lease for manufacturing space in Pennsylvania. The Company, if successful in securing a long-term lease, would begin manufacturing operations in Pennsylvania late in the second quarter, or early in the third quarter, of 2006.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (A) Exhibits

     11. The computation can be determined from this report.

     31.1 Certification pursuant to Rule 13a-14(a)

     31.2 Certification pursuant to Rule 13a-14(a)

     32.1 Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     99.1 Fifth Amendment to Second Amended and Restated Credit Agreement

     99.2 Third Amendment to Amended and Restated Note and Warrant Purchase Agreement

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     (B) Reports on Form 8-K.

Form 8-K was filed on March 23, 2006 related to the Company’s entry into an Agreement and Plan of Merger.

Form 8-K/A was filed on March 29, 2006 related to a Contribution Agreement, Voting and Support Agreements and a Waiver of
Voting Agreement related to the Agreement and Plan of Merger.

Form 8-K was filed on March 31, 2006 related to the Company’s earnings release for the year and quarterly period ended December 31, 2005.

Form 8-K was filed on April 4, 2006 describing a complaint filed in the Superior Court of Fulton County, Georgia against Morton Industrial Group, Inc., the members of the Company’s board of directors and others.

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.

MORTON INDUSTRIAL GROUP, INC.

By: /s/ Daryl R. Lindemann
Daryl R. Lindemann

Chief Financial Officer and Secretary

Dated: May 16, 2006

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EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED PURSUANT TO
RULE 15d-14(a) of the SECURITIES AND EXCHANGE LAW OF 1934

I, William D. Morton, as Chairman and Chief Executive Officer of Morton Industrial Group, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Morton Industrial Group, Inc.;

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 officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-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 quarterly report is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

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.

/s/ William D. Morton
William D. Morton
Chairman and Chief Executive Officer
May 16, 2006

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED PURSUANT TO
RULE 15d-14(a) of the SECURITIES AND EXCHANGE LAW OF 1934

I, Daryl R. Lindemann, as Chief Financial Officer and Secretary of Morton Industrial Group, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Morton Industrial Group, Inc.;

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 officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-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 quarterly report is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

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.

/s/ Daryl R. Lindemann
Daryl R. Lindemann
Chief Financial Officer and Secretary
May 16, 2006

EX-32.1

Exhibit 32.1

CERTIFICATION 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 Morton Industrial Group, Inc. (the “Company”) on Form 10-Q for the period ended April 1, 2006. as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William D. Morton, Chairman, Chief Executive Officer and President of the Company, and I, Daryl R. Lindemann, Chief Financial and Secretary of the Company certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my 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 operations of the Company.

/s/ William D. Morton

William D. Morton
Chairman, Chief Executive Officer and President
May 16, 2006

/s/ Daryl R. Lindemann

Daryl R. Lindemann
Chief Financial Officer and Secretary
May 16, 2006

     This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-99.1

Exhibit 99.1

Fifth Amendment to Second Amended and Restated Credit Agreement

     This Fifth Amendment to Second Amended and Restated Credit Agreement (herein, the “Amendment”) is made as of May 12, 2006, by and among Morton Industrial Group, Inc., a Georgia corporation (the “Borrower”), the Lenders party to the Credit Agreement hereinafter identified and defined, and Harris N.A., as Agent for the Lenders (in such capacity, the “Agent”).

Recitals

     A. The Lenders currently extend credit to the Borrower on the terms and conditions set forth in that certain Second Amended and Restated Credit Agreement dated as of March 26, 2004, as amended, by and among the Borrower, the Guarantors, the Lenders, and the Agent (the “Credit Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.

     B. The Borrower has requested that the Lenders increase the aggregate Revolving Credit Commitments from $18,000,000 to $22,000,000, amend the Fixed Charge Coverage Ratio for the fiscal quarters ending March 31, 2006, and June 30, 2006, and amend the Capital Expenditures limitation, and the Lenders are willing to do so on the terms and conditions set forth in this Amendment.

     Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Amendments.

     Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended as follows:

     1.1. The definition of “Revolving Credit Commitments” appearing in Section 5.1 of the Credit Agreement (Definitions) is hereby amended and restated to read in its entirety as follows:

     “Revolving Credit Commitment” means, as to any Lender, the obligation of such Lender to make Revolving Loans and to participate in Swing Loans and Letters of Credit issued for the account of the Borrower hereunder in an aggregate principal or face amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1 attached hereto and made a part hereof, as the same may be reduced or modified at any time or from time to time pursuant to the terms hereof. The Borrower and the Lenders acknowledge and agree that the Revolving Credit Commitments of the Lenders aggregate $22,000,000 as of May 12, 2006.

     1.2. Section 8.9 of the Credit Agreement (Fixed Charge Coverage Ratio) is hereby amended and restated to read in its entirety as follows:

     Section 8.9. Fixed Charge Coverage Ratio. As of the last day of each fiscal quarter of the Borrower ending on the dates set forth below, the Borrower shall not permit the Fixed Charge Coverage Ratio to be less than:

	Fixed Charge
	Coverage Ratio
	Shall Not Be
Fiscal Quarter Ending Dates	Less Than
03/31/06		0.90 to 1.0
06/30/06		0.95 to 1.0
09/30/06 and each fiscal quarter ending thereafter		1.15 to 1.0

     1.3. Section 8.10 of the Credit Agreement (Capital Expenditures) is hereby amended and restated to read in its entirety as follows:

     Section 8.10 Capital Expenditures. The Borrower shall not, nor shall it permit any Subsidiary to, expend or (without duplication) become obligated to expend Capital Expenditures aggregating for the Borrower and its Subsidiaries (taken together) in excess of (a) $9,000,000 in the aggregate for the four (4) fiscal quarters ending June 30, 2006, (b) $8,500,000 in the aggregate for the four (4) fiscal quarters ending September 30, 2006, (c) $7,000,000 in the aggregate for the four (4) fiscal quarters ending December 31, 2006, and (d) $7,000,000 in the aggregate for the fiscal year ending December 31, 2007, and a like amount in each fiscal year ending thereafter).

     1.4. The Credit Agreement shall be amended by adding a Schedule 1 at the end thereof which shall read as set forth on Schedule 1 attached hereto and made a part thereof.

Section 2. Conditions.

     2.1. Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

     (a) The Borrower, the Lenders, and the Guarantors shall have executed and delivered this Amendment.

     (b) The Borrower shall have executed and delivered replacement Revolving Credit Notes to the Lenders, each in the aggregate amount of the relevant Lender’s

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Revolving Credit Commitment after giving effect to this Amendment, in the forms attached hereto as Exhibit A-1, A-2, and A-3.

     (c) The Borrower and the relevant Guarantors shall have executed and delivered supplements to the existing Mortgages in form and substance acceptable to the Agent.

     (d) The Agent shall have received (a) a copy of an executed amendment to the Note and Warrant Purchase Agreement and (b) an executed counterpart of the Second Amendment to Subordination and Intercreditor Agreement, each in form and substance acceptable to the Agent.

     (e) The Borrower shall have paid to the Agent an amendment fee of $32,500.00, which shall be distributed to the Lenders as follows (a) $7,500 for each Lender (i.e., $22,500 in total) and (b) 0.25% multiplied by the increase in the relevant Lender’s Revolving Credit Commitment (i.e., $10,000 in total).

     (f) Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Agent and its counsel.

     2.2. Conditions Subsequent. The Borrower hereby agrees to deliver to the Agent (at the Borrower’s expense), each in form and substance satisfactory to the Agent and its counsel:

     (a) Within ten (10) Business Days of the date hereof, resolutions for the Borrower and each Guarantor authorizing the execution, delivery, and performance of its obligations under the Loan Documents as amended hereby, certified to by its corporate secretary (or such other officer of such person acceptable to the Agent), together with current good standing certificates for the Borrower and each Guarantor certified to by the Secretary of the State of the jurisdiction in which it is organized.

     (b) Within forty-five (45) days of the date hereof, date-down title policy endorsements to the existing mortgagee title insurance policies insuring the validity and priority of the Mortgages as modified by the supplements referred to in Section 2.1(c) above through the recording date thereof and, unless otherwise acceptable to the Agent, showing no new exceptions to title or coverage.

Section 3. Representations.

     In order to induce the Lenders to execute and deliver this Amendment, the Borrower hereby represents to the Lenders that as of the date hereof, and after giving effect to this Amendment, (a) the representations and warranties set forth in Section 6 of the Credit Agreement are and shall be and remain true and correct in all material respects (except that for purposes of this paragraph the representations contained in Section 6.5 shall be deemed to refer to the most recent financial statements of the Borrower delivered to the Lenders) and (b) the Borrower is in full compliance with all of the terms and conditions of the Credit Agreement after giving effect

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to this Amendment and no Default or Event of Default has occurred and is continuing under the Credit Agreement or shall result after giving effect to this Amendment.

Section 4. Miscellaneous.

     4.1. The Borrower and certain of its Subsidiaries have heretofore executed and delivered to the Agent and the Lenders certain of the Collateral Documents. The Borrower hereby acknowledges and agrees that, notwithstanding the execution and delivery of this Amendment, the Collateral Documents remain in full force and effect and the rights and remedies of the Agent and the Lenders thereunder, the obligations of the Borrower and its Subsidiaries thereunder, and the liens and security interests created and provided for thereunder remain in full force and effect and shall not be affected, impaired, or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Documents as to the indebtedness which would be secured thereby prior to giving effect to this Amendment.

     4.2. Except as specifically amended herein or waived hereby, the Credit Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit Agreement, the Notes, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby.

     4.3. The Borrower agrees to pay all reasonable out-of-pocket costs and expenses incurred by the Agent in connection with the preparation, execution and delivery of this Amendment and the documents and transactions contemplated hereby, including the reasonable fees and expenses of counsel for the Agent with respect to the foregoing.

     4.4. This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. Delivery of executed counterparts of this Amendment by telecopy shall be effective as an original. This Amendment shall be governed by the internal laws of the State of Illinois.

[Signature Pages to Follow]

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     This Fifth Amendment to Second Amended and Restated Credit Agreement is entered into by the parties hereto as of the date and year first above written.

Morton Industrial Group, Inc.
By	/s/ Rodney B. Harrison
Name	Rodney B. Harrison
Title	VP Finance
Accepted and agreed to:
Harris N.A.
By	/s/ Timothy E. Dana
Name	Timothy E. Dana
Title	Vice President
National City Bank of the Midwest
By	/s/ Michael A. Zeller
Name	Michael A. Zeller
Title	Vice President
JPMorgan Chase Bank, N.A.
By	/s/ Erik J. Pettit
Name	Erik J. Pettit
Title	Banking Officer

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Guarantors’ Acknowledgement and Consent

     Each of the undersigned hereby acknowledges and agrees that it is a Guarantor under the terms of Section 11 of the Credit Agreement and, as such, has executed and delivered certain Collateral Documents pursuant to the Credit Agreement. The undersigned hereby consent to the Fifth Amendment to Second Amended and Restated Credit Agreement as set forth above and agree to the terms thereof, and the undersigned hereby confirm that their guaranties and the Collateral Documents executed by them, and all of the obligations of the undersigned thereunder, remain in full force and effect. The undersigned further agree that the consent of the undersigned to any further amendments to the Credit Agreement shall not be required as a result of this consent having been obtained. The undersigned acknowledge the Lenders are relying on this acknowledgement and consent in entering into the Fifth Amendment to Second Amended and Restated Credit Agreement with the Borrower.

Morton Metalcraft Co.
By	/s/ Daryl R. Lindemann
Name	Daryl R. Lindemann
Title	Secretary
Morton Metalcraft Co. of North Carolina
By	/s/ Daryl R. Lindemann
Name	Daryl R. Lindemann
Title	Secretary
Morton Metalcraft Co. of South Carolina
By	/s/ Daryl R. Lindemann
Name	Daryl R. Lindemann
Title	Secretary
Mid Central Plastics, Inc.
By	/s/ Daryl R. Lindemann
Name	Daryl R. Lindemann
Title	Secretary

B&W Metal Fabricators, Inc.
By	/s/ Daryl R. Lindemann
Name	Daryl R. Lindemann
Title	Secretary

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EX-99.2

Exhibit 99.2

THIRD AMENDMENT TO AMENDED
AND RESTATED NOTE AND WARRANT PURCHASE AGREEMENT

     This Third Amendment to Amended and Restated Note and Warrant Purchase Agreement (herein, this “Amendment”) is made as of May 12, 2006, by and among Harris Nesbitt Capital, Inc., a Delaware corporation (“HNC” or, in its capacity as agent, the “Agent”), and Prism Mezzanine Fund SBIC, L.P., a Delaware limited partnership (“Prism” and, together with HNC, the “Majority Purchasers”), Morton Industrial Group, Inc., a Georgia corporation (the “Company”), and each of the Subsidiaries of the Company executing a signature page hereto, as a Guarantor.

RECITALS

     A. The Agent, the Majority Purchasers and the other Purchasers extended credit to the Company on the terms and conditions set forth in that certain Amended and Restated Note and Warrant Purchase Agreement dated as of June 23, 2004 (as thereafter amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Purchase Agreement.

     B. The Company has requested that the Agent and the requisite Purchasers agree to amend (i) the Fixed Charge Coverage Ratio for the fiscal quarters ending March 31, 2006, and June 30, 2006, and (ii) the Capital Expenditures limitation, and the Agent and the Majority Purchasers are willing to do so on the terms and conditions set forth in this Amendment.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     SECTION 1 Amendments. Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Purchase Agreement shall be and hereby is amended as follows:

          1.1 Section 8.9 of the Purchase Agreement (Fixed Charge Coverage Ratio) is hereby amended and restated to read in its entirety as follows:

          Section 8.9 Fixed Charge Coverage Ratio. The Company will not, as of the last day of each fiscal quarter of the Company ending on the dates set forth below, permit the Fixed Charge Coverage Ratio to be less than:

	Fixed Charge Coverage
Fiscal Quarter	Ratio Shall Not Be Less
Ending Dates	Than
03/31/06	0.85 to 1.0
06/30/06	0.90 to 1.0
09/30/06 and each fiscal quarter ending thereafter	1.0 to 1.0

          1.2 Section 8.10 of the Purchase Agreement (Capital Expenditures) is hereby amended and restated to read in its entirety as follows:

          Section 8.10 Capital Expenditures. The Company shall not, nor shall it permit any Subsidiary to, expend or (without duplication) become obligated to expend, in each case for Capital Expenditures aggregating for the Company and its Subsidiaries (taken together) in excess of (a) $9,900,000 in the aggregate for the four (4) fiscal quarters ending June 30, 2006, (b) $9,350,000 in the aggregate for the four (4) fiscal quarters ending September 30, 2006, (c) $7,700,000 in the aggregate for the four (4) fiscal quarters ending December 31, 2006, and (d) $7,700,000 in the aggregate for the fiscal year ending December 31, 2007, and a like amount in each fiscal year ending thereafter).

     SECTION 2 Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

          2.1 The Company, the Agent, the Majority Purchasers, and the Guarantors shall have executed and delivered this Amendment.

          2.2 The Agent shall have received (a) a copy of an executed amendment to the Senior Credit Agreement and (b) an executed counterpart of the Second Amendment to Subordination and Intercreditor Agreement, each in form and substance acceptable to the Agent.

          2.3 The Company shall have paid to the Agent an amendment fee of $50,000 for the ratable benefit of the Purchasers.

          2.4 Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Agent and its counsel.

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     SECTION 3 Conditions Subsequent. The Company hereby agrees to deliver to the Agent (at the Company’s expense), each in form and substance satisfactory to the Agent and its counsel, within ten (10) Business Days of the date hereof, resolutions for the Company and each Guarantor authorizing the execution, delivery, and performance of its obligations under the Operative Documents as amended hereby, certified to by its corporate secretary (or such other officer of such person acceptable to the Agent), together with current good standing certificates for the Company and each Guarantor certified to by the Secretary of the State of the jurisdiction in which it is organized..

     SECTION 4 Representations. In order to induce the Agent and the Majority Purchasers to execute and deliver this Amendment, the Company hereby represents to the Agent and the Majority Purchasers that as of the date hereof, and after giving effect to this Amendment, (a) the representations and warranties set forth in Section 6 of the Purchase Agreement are and shall be and remain true and correct in all material respects (except that for purposes of this paragraph the representations contained in Section 6.5 shall be deemed to refer to the most recent financial statements of the Company delivered to the Purchasers) and (b) the Company is in full compliance with all of the terms and conditions of the Purchase Agreement after giving effect to this Amendment and no Default or Event of Default has occurred and is continuing under the Purchase Agreement or shall result after giving effect to this Amendment.

SECTION 5 Miscellaneous.

          5.1 The Company and certain of its Subsidiaries have heretofore executed and delivered to the Agent and the Purchasers certain of the Collateral Documents. The Company hereby acknowledges and agrees that, notwithstanding the execution and delivery of this Amendment, the Collateral Documents remain in full force and effect and the rights and remedies of the Agent and the Purchasers thereunder, the obligations of the Company and its Subsidiaries thereunder, and the liens and security interests created and provided for thereunder remain in full force and effect and shall not be affected, impaired, or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Documents as to the indebtedness which would be secured thereby prior to giving effect to this Amendment.

          5.2 Except as specifically amended herein or waived hereby, the Purchase Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Purchase Agreement, the Notes, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Purchase Agreement, any reference in any of such items to the Purchase Agreement being sufficient to refer to the Purchase Agreement as amended hereby.

          5.3 The Company agrees to pay all reasonable out-of-pocket costs and expenses incurred by the Agent in connection with the preparation, execution and delivery of this Amendment and the documents and transactions contemplated hereby, including the reasonable fees and expenses of counsel for the Agent with respect to the foregoing.

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          5.4 This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. Delivery of executed counterparts of this Amendment by telecopy shall be effective as an original. This Amendment shall be governed by the internal laws of the State of Illinois.

[SIGNATURE PAGES TO FOLLOW]

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     This Third Amendment to Amended and Restated Note and Warrant Purchase Agreement is entered into by the parties hereto as of the date and year first above written.

MORTON INDUSTRIAL GROUP, INC.
By:	/s/ Rodney B. Harrison
Name:	Rodney B. Harrison
Title:	VP Finance
Accepted and agreed to:
HARRIS NESBITT CAPITAL, INC., as
Agent and a Majority Purchaser
By:	/s/ Douglas P. Sutton
	Douglas P. Sutton, Managing Director
PRISM MEZZANINE FUND SBIC, L.P.,
a Majority Purchaser
By:	/s/ Blaine A. Crissman
Name:	Blaine A. Crissman
Title:	Partner

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GUARANTORS’ ACKNOWLEDGEMENT AND CONSENT

     Each of the undersigned hereby acknowledges and agrees that it is a Guarantor under the terms of Section 12 of the Purchase Agreement and, as such, has executed and delivered certain Collateral Documents pursuant to the Purchase Agreement. The undersigned hereby consent to the Third Amendment to Amended and Restated Note and Warrant Purchase Agreement as set forth above and agree to the terms thereof, and the undersigned hereby confirm that their guaranties and the Collateral Documents executed by them, and all of the obligations of the undersigned thereunder, remain in full force and effect. The undersigned further agree that the consent of the undersigned to any further amendments to the Purchase Agreement shall not be required as a result of this consent having been obtained. The undersigned acknowledge the Purchasers are relying on this acknowledgement and consent in entering into the Third Amendment to Amended and Restated Note and Warrant Purchase Agreement with the Company.

MORTON METALCRAFT CO.
By:	/s/ Brian L. Geiger
Name:	Brian L. Geiger
Title:	VP
MORTON METALCRAFT CO. OF NORTH CAROLINA
By:	/s/ Brian L. Geiger
Name:	Brian L. Geiger
Title:	VP
MORTON METALCRAFT CO. OF SOUTH CAROLINA
By:	/s/ Brian L. Geiger
Name:	Brian L. Geiger
Title:	VP
MID CENTRAL PLASTICS, INC.
By:	/s/ Daryl R. Lindemann
Name:	Daryl R. Lindemann
Title:	Secretary

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B&W METAL FABRICATORS, INC.
By:	/s/ Brian L. Geiger
Name:	Brian L. Geiger
Title:	VP

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