-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EM4ZBgdJamYSWJPIxz08RpzdJwtfyz7s1/lc7cpfB5mGkj0uXiOAqFMihkvCZvts EG4Nk6D1vwVc7yPsogUYpQ== 0000898431-00-000133.txt : 20000505 0000898431-00-000133.hdr.sgml : 20000505 ACCESSION NUMBER: 0000898431-00-000133 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN LOCKER GROUP INC CENTRAL INDEX KEY: 0000008855 STANDARD INDUSTRIAL CLASSIFICATION: PARTITIONS, SHELVING, LOCKERS & OFFICE AND STORE FIXTURES [2540] IRS NUMBER: 160338330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-00439 FILM NUMBER: 619344 BUSINESS ADDRESS: STREET 1: 608 ALLEN STREET CITY: JAMESTOWN STATE: NY ZIP: 14701 BUSINESS PHONE: 7166649600 MAIL ADDRESS: STREET 1: 608 ALLEN STREET CITY: JAMESTOWN STATE: NY ZIP: 14701 FORMER COMPANY: FORMER CONFORMED NAME: AVM CORP DATE OF NAME CHANGE: 19850520 10-Q 1 FORM 10-Q 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 MARCH 31, 2000 OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM TO --------- Commission file number 0-439 ---------- AMERICAN LOCKER GROUP INCORPORATED - -------------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) DELAWARE 16-0338330 - ----------------------------- ------------------------------------ (State or other jurisdiction of (IRS Employer Identification number) incorporation or organization) 608 ALLEN STREET, JAMESTOWN, NY 14701 - -------------------------------------------------------------------------------- (Address of principal executive offices) (716)664-9600 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements. Yes X No --- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes No Not Applicable --- --- APPLICABLE ONLY TO CORPORATE ISSUERS: State the number of shares outstanding of each of the issuer's class of common stock equity as of the latest practicable date: April 27, 2000 Common Stock $1.00 par value - 2,259,200 1
Part I - Financial Information Item 1 - Financial Statements American Locker Group Incorporated and Subsidiaries Consolidated Balance Sheets MARCH 31, December 31, 2000 1999 ---- ---- ASSETS Current assets: Cash and cash equivalents $ 3,053,395 $ 3,285,983 Accounts and notes receivable, less allowance for doubtful accounts (2000 $225,275; 1999 $222,000) 3,987,774 3,814,185 Inventories 5,165,427 4,973,269 Prepaid expenses 112,943 125,581 Deferred income taxes 481,163 481,163 ----------- ----------- Total current assets 12,800,702 12,680,181 Property, plant and equipment: Land 500 500 Buildings 391,337 390,953 Machinery and equipment 10,393,932 10,309,324 ----------- ----------- 10,785,769 10,700,777 Less allowances for depreciation and amortization 8,488,308 8,290,534 ----------- ----------- 2,297,461 2,410,243 Deferred income taxes 88,645 88,645 ----------- ----------- Total assets $15,186,808 $15,179,069 ============ ===========
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American Locker Group Incorporated and Subsidiaries Consolidated Balance Sheets MARCH 31, December 31, 2000 1999 ---- ---- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable 979,380 1,410,948 Commissions, salaries, wages and taxes thereon 143,305 311,172 Other accrued expenses 643,424 610,947 Federal, state and foreign income taxes thereon 70,389 49,432 Current portion of long-term debt 325,000 325,000 ---------- ---------- Total current liabilities 2,161,498 2,707,499 Long-term obligations: Long-term debt 1,658,323 1,708,324 Pension and other benefits 691,824 656,036 ---------- ---------- 2,350,147 2,364,360 Stockholders' equity: Common stock, $1 par value: Authorized shares --- 4,000,000 Issued shares --- 2,511,768 (2,289,218 outstanding) in 2000 and 2,498,768 (2,277,118 outstanding) in 1999 2,511,768 2,498,768 Other capital 566,267 538,455 Retained earnings 10,123,679 9,600,788 Treasury stock at cost (222,550 shares in 2000 and 221,650 shares in 1999) (2,373,703) (2,367,966) Accumulated other comprehensive income ( 152,848) ( 162,835) ---------- ----------- Total stockholders' equity 10,675,163 10,107,210 ---------- ----------- Total liabilities and stockholders' equity $15,186,808 $15,179,069 ============ =========== See accompanying notes.
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American Locker Group Incorporated and Subsidiaries Consolidated Statements of Income THREE MONTHS ENDED MARCH 31, 2000 1999 ---- ---- Net sales $ 7,859,150 $ 7,857,688 Cost of products sold 5,543,542 5,533,975 ----------- ----------- 2,315,608 2,323,713 Selling, administrative and general expenses 1,514,909 1,381,526 ----------- ----------- 800,699 942,187 Interest income 45,255 13,053 Other (expense) income--net 59,111 66,795 Interest expense ( 50,787) (26,122) ----------- ----------- Income before income taxes 854,278 995,913 Income taxes 331,387 404,111 ----------- ----------- Net Income $ 522,891 $ 591,802 =========== =========== Earnings per share of common stock: Basic $ 0.23 $ 0.24 =========== =========== Diluted 0.23 0.23 =========== =========== Dividends per share of common stock: $ 0.00 $ 0.00 =========== =========== See accompanying notes.
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American Locker Group Incorporated and Subsidiaries Consolidated Statements of Cash Flows THREE MONTHS ENDED MARCH 31, 2000 1999 ---- ---- OPERATING ACTIVITIES Net income $ 522,891 $ 591,807 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 200,731 112,228 Gain on disposition of property, plant and equipment 0 (202) Pension and other benefits 85,788 51,057 Change in assets and liabilities: Accounts and notes receivable (173,589) 168,506 Inventories (192,158) 81,163 Prepaid expenses 12,638 41,818 Accounts payable and accrued expenses (616,958) (674,227) Income taxes 47,957 (288,941) ----------- --------- Net cash provided by operating activities (112,700) 83,209 INVESTING ACTIVITIES Purchase of property, plant and equipment (87,949) (100,361) ----------- --------- Net cash used in investing activities (87,949) (100,361) FINANCING ACTIVITIES Debt repayment (50,001) (50,010) Common stock purchased for treasury ( 5,737) 0 Proceeds from common stock issued 13,812 54,625 ----------- ----------- New cash used in financing activities (41,926) 4,615 Effect of exchange rate changes on cash 9,987 20,014 ----------- ----------- Net increase (decrease) in cash (232,588) 7,477 Cash and cash equivalents at beginning of period 3,285,983 1,188,007 ----------- ----------- Cash and cash equivalents at end of period $ 3,053,395 $ 1,195,484 =========== =========== Supplemental cash flow information: Cash paid during the period for: Interest $ 50,789 $ 21,881 =========== ============ Income Taxes $ 281,250 $ 758,000 =========== ============ See accompanying notes.
5 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 generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, the condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of the Company's management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of such condensed financial statements have been included. Operating results for the three month period ended March 31, 2000 are not necessarily indicative of the results that may be expected for the year ended December 31, 2000. 2. Provision for income taxes is based upon the estimated annual effective tax rate. 3. Net income per common share is computed by dividing net income by the weighted average number of shares outstanding, plus, when dilutive, the common stock equivalents which would arise from the exercise of stock options, during the periods. Basic and diluted weighted average shares outstanding were 2,280,097 (2,463,216 in 1999) and 2,302,240 (2,545,823 in 1999) respectively at March 31, 2000. 4. 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.
MARCH 31, December 31, 2000 1999 --------- ------------ Raw materials $2,236,826 $2,373,527 Work-in-process 1,623,800 1,856,704 Finished goods 1,925,652 1,363,889 ---------- ---------- $5,786,278 $5,594,120 Less allowance to reduce carrying value to LIFO basis 620,851 620,851 ---------- ---------- $5,165,427 $4,973,269 ========== ==========
5. Total comprehensive income consisting of net income and foreign currency translation adjustment was $532,878 and $611,821 for the three months ended March 31, 2000 and March 31, 1999 respectively. 6 Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations American Locker Group Incorporated and Subsidiaries FIRST THREE MONTHS 2000 VS FIRST THREE MONTHS 1999 First quarter 2000 sales were $7,859,000 virtually identical to sales of $7,858,000 in the first quarter of 1999. Plastic locker sales to the United States Postal Service (USPS) in the first quarter were $5,577,000 compared to $5,402,000 during the same period in 1999. Cluster Box Units (CBUs) accounted for $5,339,000 of this year's first quarter plastic locker sales versus $5,008,000 the same period in 1999, an increase of $331,000 or 7%. The increase in sales of CBUs relates to more units in total purchased by the USPS compared to last year's first quarter and also to the Company's continued dominant market share. Sales of Outdoor Parcel Lockers (OPLs) were $238,000 compared to $394,000 in the first quarter of 1999, a decline of $156,000 or 40%. This decline was anticipated and previously disclosed as all three model CBUs have built-in parcel compartments. Sales of metal, mechanical and electronic lockers were $2,282,000 in the first quarter this year, a decrease of $174,000 or 7% over last year's $2,456,000. Sales of the Company's other locker products decreased due to a general decrease in demand across all markets served by the Company as well as increased competition. The Company's present contract with the USPS covers all three types of CBUs and the Outdoor Parcel Locker (OPL). The contract was originally awarded March 27, 1996 and the USPS has exercised four one-year options which have extended the contract to mid-April 2001. Under the latest extension, the Company lowered its price on Type II CBUs by 8% and maintained its prices on the Type I and III CBUs. The contract minimum quantity is one and is solely a legal minimum, not indicative of USPS requirements. 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: Postal budgets, policies, financial performance, domestic new housing starts and commericial construction, and the weather as these units are installed outdoors. Effective September 15, 1999, the USPS announced it had discontinued the purchase of Neighborhood Delivery and Collection Box Units (NDCBUs). The CBU is a modernization of the NDCBU which the USPS had purchased for over 20 years and is an integral part of the USPS delivery cost reduction program identified as Centralized Delivery. Therefore, a positive impact to long-term CBU volume is anticipated as a result of replacement of older NDCBUs. The Company believes its CBU product line continues to represent the best value when all factors including price, quality of design and construction, long-term durability and service are considered. The Company is addressing the decline in volume in its other locker products through several initiatives. The Company has introduced a new plastic coin operated locker designed for high corrosion environments. Initial shipments commenced April 2000. In addition, the Company is reviewing and redesigning its international distribution methods, in an effort to increase international sales activity. The Company has increased its efforts to further penetrate the airport luggage cart market through direct contact with most United States airports. In large airports we are being added to the bidders list in preparation for expiration of current contracts. The Company is also offering small airports flexible options to utilize our equipment. 7 Consolidated costs of products sold as a percentage of sales was 70.5% during the first quarter of 2000 compared to 70.4% in the first quarter of 1999. Selling, general and administrative costs for the first quarter of 2000 compared to the same period in 1999 ($1,542,000 - 2000; $1,382,000 - 1999), increased 9.5%. The increase is $160,000 of which $133,000 relates primarily to additional administrative and depreciation expense to support the Company's luggage cart operation at Detroit Metro Airport. Selling, general and administrative costs represented 19.3% of sales in the first quarter of 2000, up from 17.6% of sales for the same period in 1999. Interest income was $45,000 in the first quarter of 2000 compared to $13,000 in the first quarter of 1999. The increase relates primarily to higher cash balances and higher interest rates. Interest expense of $51,000 in the first quarter of 2000 increased from $26,000 in the first quarter of 1999 due to an increase in the balance outstanding under the Company's term loan agreements. LIQUIDITY AND SOURCES OF CAPITAL The Company's liquidity is reflected in the ratio of current assets to current liabilities or current ratio and its working capital. The current ratio was 5.92 to 1 at March 31, 2000 and 4.68 to 1 at December 31, 1999, respectively. Working capital, the excess of current assets over current liabilities, was $10,639,000 at March 31, 2000, an increase of $666,000 over $9,973,000 at December 31, 1999. Cash used in operating activities was $113,000 during the first three months of 2000, compared to $83,000 provided by operating activities for the same period of 1999. The Company expects that cash generated from operations in 2000 will be adequate to fund the needs for working capital, 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. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Forward-looking statements in this report, including without limitation, statements relating to the Company's plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) the Company's plans, strategies, objectives, expectations, and intentions are subject to change at any time at the discretion of the Company, (ii) the Company's plans and results of operations will be affected by the Company's ability to manage its growth and inventory, and (iii) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission. 8 Part II Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 10 Material Contracts U.S. Postal Service Contract Modification #M013 to #072368-96-B-0741, dated April 11, 2000. (b) Exhibit 27.1 Financial Data Schedule dated March 31, 2000 (c) The Company did not file any reports on Form 8-K during the three months ended March 31, 2000 9 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/Edward F. Ruttenberg ------------------------------------ Edward F. Ruttenberg Chairman and Chief Executive Officer Date: May 4, 2000 10 Exhibit 10 Material Contracts PAGE OF PAGES U.S. POSTAL SERVICE: CONTRACT/ORDERD MODIFICATION 1 1 - -------------------------------------------------------------------------------- 1. MODIFICATION NO.: M 013 CONTRACT/ORDER/AGREEMENT: 072368-96-B-0741 2. a. DATE ISSUED: 04/11/2000 b. PR NO.: 00-02070 c. FINANCE NO.: d. TIN/SSN: 16-1068506 - -------------------------------------------------------------------------------- 3. SUPPLIER: 4. ISSUED BY: AMERICAN LOCKER SECURITY US POSTAL SERVICE PURCHASING & MATERIALS SERVICE CTR P O BOX 489 3300 S PARKER RD STE 400 JAMESTOWN NY 14702-0489 AURORA CO 80014-3500 ATTENTION: FOR INFORMATION CALL: ROY GLOSSER Patricia D. Kain (800) 828-9118 (303) 369-1248 pkain@email.usps.gov ACO CODE: 072368 - -------------------------------------------------------------------------------- 5. The above numbered contract/order/agreement is modified as set forth in Block 6, by supplemental agreement entered into pursuant to authority of mutual agreement between supplier and Postal Service. - -------------------------------------------------------------------------------- 6. DESCRIPTION OF MODIFICATION: NATIONAL CONTRACT FOR CENTRAL DELIVERY EQUIPMENT 1. THIS CONTRACT IS EXTENDED FOR A ONE-YEAR TERM FROM 04/15/2000 THROUGH 04/14/2001. 2. THE FOLLOWING PRICING IS EFFECTIVE 04/15/2000: CBU TYPE I: $854.00 REPLACEMENT PEDESTAL: $110.00 CBU TYPE II: $884.00 REPLACEMENT PEDESTAL: $150.00 CBU TYPE III: $916.00 REPLACEMENT PEDESTAL: $110.00 OPL: $244.00 REPLACEMENT PEDESTAL: $ 75.00 Except as provided herein, all terms and conditions of the document referenced in Block 1, as heretofore changed, remain unchanged and in full force and effect. - -------------------------------------------------------------------------------- 7. ACCOUNTS PAYABLE DATE X is not, is changed, see --- Previsous Grand Total: Value of Modification: New Grand Total: - -------------------------------------------------------------------------------- The supplier X is not is required to sign copy(ies) of this --- and return an original and modification to the issuing office (See Block 4). - -------------------------------------------------------------------------------- 8. SIGNATURES: SUPPLIER U.S. POSAL SERVICE [signature not required] /s/ Patricia D. Kain 04/11/2000 - ------------------------- --------------- -------------------- ------------- Signature Date Signature Date - ----------------------------------------- Name of Person Authorized to Sign Patricia D. Kain ------------------------------------ Contracting Officer - ----------------------------------------- Title 11 NEW PRICING CBU/OPL NATIONAL CONTRACTS EFFECTIVE APRIL 15, 2000 THROUGH APRIL 14, 2001 AMERICAN LOCKER FLORENCE --------------- -------- CBU TYPE I $854.00 $850.00 CBU TYPE II 884.00 882.00 CBU TYPE III 916.00 912.00 OPL $224.00 Not Offered REPLACEMENT PEDESTALS OPL PEDESTAL $ 75.00 Not Offered NDCBU PEDESTAL Not Offered $80.00 CBU PEDESTAL TYPE I $110.00 $101.00 TYPE II 150.00 131.00 TYPE II 110.00 101.00 CENTRAL DELIVERY EQUIPMENT NATIONAL PROGRAM CONTRACTS - ----------------------------------------------------- Annamarie Gildea (202) 268-3558 Policy Robert C. Hall (rhall2@email.usps.gov) (202) 268-5723 Quality Issues Supplier Development & Diversity Michael Spears (mspears1@email.usps.gov) (703) 280-7095 Engineering - direct questions/comments on centralized delivery equipement, i.e., lock problems Patricia D. Kain (pkain@email.usps.gov) (303) 369-1248 Contractual Issues Revised 4/11/00 EX-27 2 FDS AMERICAN LOCKER GROUP INCORPORATED
5 Exhibit 27.1 American Locker Group Incorporated Financial Data Schedule March 31, 2000 0000008855 AMERICAN LOCKER GROUP INCORPORATED 1 U.S. DOLLARS 3-MOS DEC-31-2000 DEC-31-1999 MAR-31-2000 1.0000 3,053,395 0 3,987,774 225,275 5,165,427 12,800,702 10,785,769 8,488,308 15,186,808 2,161,498 1,658,323 0 0 2,511,768 8,163,395 15,186,808 7,859,150 7,963,511 5,543,542 5,543,542 0 0 50,787 854,278 331,387 522,891 0 0 0 522,891 .23 .23
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