-----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, AsU0C7eZqwTfygh9doO5beCeEQhFR0QcyiJVpUu/ntGHTsB3en5tWhooH/4uMG6G 5AISBQDNk7qHQjbf/CGDjw== /in/edgar/work/20001101/0000898431-00-000251/0000898431-00-000251.txt : 20001106 0000898431-00-000251.hdr.sgml : 20001106 ACCESSION NUMBER: 0000898431-00-000251 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN LOCKER GROUP INC CENTRAL INDEX KEY: 0000008855 STANDARD INDUSTRIAL CLASSIFICATION: [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: 750558 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 0001.txt FORM 10Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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 business issuer as specified in its charter) Delaware 16-0338330 (State of other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 608 ALLEN STREET, JAMESTOWN, NY 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: October 31, 2000. Common Stock $1.00 par value - 2,072,860 --------- Transitional Small Business Disclosure (check one) Yes No X ----- ----- 1 Part I - Financial Information Item 1 - Financial Statements American Locker Group Incorporated and Subsidiaries Consolidated Balance Sheets Part I - Financial Information Item 1 - Financial Statements American Locker Group Incorporated and Subsidiaries Consolidated Balance Sheets
SEPTEMBER 30, December 31, 2000 1999 ------------------------------ ASSETS Current assets: Cash and cash equivalents $ 2,368,437 $ 3,285,983 Accounts and notes receivable, less allowance for doubtful accounts (2000 $219,604; 1999 $221,723) 4,601,089 3,814,185 Inventories 5,151,648 4,973,269 Prepaid expenses 53,177 125,581 Deferred income taxes 481,163 481,163 ----------------------------- Total current assets 12,655,514 12,680,181 Property, plant and equipment: Land 500 500 Buildings 389,908 390,953 Machinery and equipment 10,496,208 10,309,324 ----------------------------- 10,886,616 10,700,777 Less allowances for depreciation and amortization 8,851,073 8,290,534 ----------------------------- 2,035,543 2,410,243 Deferred income taxes 88,645 88,645 ----------------------------- Total assets $14,779,702 $15,179,069 =============================
2 Consolidated Balance Sheets
September 30, December 31, 2000 1999 ------------------------------ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,070,023 $ 1,410,948 Commissions, salaries, wages and taxes thereon 135,710 311,172 Other accrued expenses 739,776 610,947 Federal, state and foreign income taxes thereon 18,124 49,432 Current portion of long-term debt 325,000 325,000 ----------------------------- Total current liabilities 2,288,633 2,707,499 Long-term obligations: Long-term debt 58,321 1,708,324 Pension and other benefits 720,863 656,036 ----------------------------- 779,184 2,364,360 Stockholders' equity: Common stock, $1 par value: Authorized shares --- 4,000,000 Issued shares --- 2,511,870 (2,243,160 outstanding) in 2000 and 2,498,768 (2,277,118 outstanding) in 1999 2,511,870 2,498,768 Other capital 566,931 538,455 Retained earnings 11,541,357 9,600,788 Treasury stock at cost (268,710 shares in 2000 and 221,650 shares in 1999) (2,720,953) (2,367,966) Accumulated other comprehensive income (187,320) (162,835) ----------------------------- Total stockholders' equity 11,711,885 10,107,210 ----------------------------- Total liabilities and stockholders' equity $14,779,702 $15,179,069 =============================
SEE ACCOMPANYING NOTES. 3 American Locker Group Incorporated and Subsidiaries Consolidated Statements of Income
Nine Months Ended September 30, 2000 1999 ------------------------------- Net sales $26,908,239 $25,648,174 Cost of products sold 19,027,225 18,106,204 ------------------------------- 7,881,014 7,541,970 Selling, administrative and general expenses 4,869,352 4,273,570 ------------------------------- 3,011,662 3,268,400 Interest income 142,442 57,290 Other income--net 174,097 195,374 Interest expense (126,112) (89,590) -------------------------------- Income before income taxes 3,202,089 3,431,474 Income taxes 1,261,520 1,425,962 --------------------------------- Net Income $ 1,940,569 $2,005,512 ================================= Earnings per share of common stock: Basic $0.86 $0.84 ================================= Diluted $0.85 $0.82 ================================= Dividends per share of common stock: $0.00 $0.00 =================================
SEE ACCOMPNAYING NOTES. 4 American Locker Group Incorporated and Subsidiaries Consolidated Statements of Income
Three Months Ended September 30, 2000 1999 --------------------------------- Net sales $8,413,176 $7,761,363 Cost of products sold 5,961,199 5,433,654 --------------------------------- 2,451,977 2,327,709 Selling, administrative and general expenses 1,643,153 1,447,833 --------------------------------- 808,824 879,876 Interest income 46,421 27,949 Other income--net 49,424 66,917 Interest expense (18,861) (52,958) --------------------------------- Income before income taxes 885,808 921,784 Income taxes 352,160 419,625 --------------------------------- Net Income $533,648 $502,159 ================================= Earnings per share of common stock: Basic $0.24 $0.22 ================================== Diluted $0.24 $0.22 ================================== Dividends per share of common stock: $0.00 $0.00 ==================================
SEE ACCOMPANYING NOTES. 5 American Locker Group Incorporated and Subsidiaries Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2000 1999 -------------------------------- OPERATING ACTVITIES Net income $1,940,569 $2,005,512 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 560,539 426,065 Change in assets and liabilities: Accounts and notes receivable (786,904) 978,218 Inventories (178,379) 236,183 Prepaid expenses 72,404 (29,336) Pension and other benefits 64,827 21,048 Accounts payable and accrued expenses (387,558) (969,582) Prepaid income taxes (4,308) 289,134 ------------------------------------ Net cash provided by operating activities 1,281,190 2,957,242 Investing activities Purchase of property, plant and equipment (185,839) (921,178) ------------------------------------- Net cash used in investing activities (185,839) (921,178) FINANCING ACTIVITIES Debt repayment (1,650,003) (150,012) Additional long term borrowings 0 1,500,000 Other capital 0 (41) Common stock purchased and retired (1,834) 0 Common stock purchased for treasury (352,987) (2,367,966) Proceeds from common stock issued 16,412 54,625 ------------------------------------- New cash used in financing activities (1,988,412) (963,394) Effect of exchange rate changes on cash (24,485) 42,436 ------------------------------------- Net increase (decrease) in cash (917,546) 1,115,106 Cash and cash equivalents at beginning of period 3,285,983 1,188,007 ------------------------------------- Cash and cash equivalents at end of period $2,368,437 $2,303,113 ===================================== Supplemental cash flow information: Cash paid during the period for: Interest $124,957 $89,590 ===================================== Income Taxes $1,253,089 $1,195,233 =====================================
SEE ACCOMPANYING NOTES. 6 Notes to Consolidated Financial Statements American Locker Group Incorporated and Subsidiaries 1. The accompanying unaudited consolidated condensed financial statements have 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 nine month period ended September 30, 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 2,261,867 (2,393,062 in 1999) and 2,279,358 (2,437,573 in 1999) respectively for the nine month period ending September 30, 2000. During the quarter ended September 30, 2000, the Company paid $49,366 to purchase 6,112 shares of common stock. During the first nine months ended September 30, 2000, the Company paid $354,821 to purchase 47,358 shares of common stock. Of the shares purchased by the Company, 47,060 shares are included as treasury stock at September 30, 2000 and 298 shares were retired. 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. SEPTEMBER 30, December 31, 2000 1999 ------------- ------------ Raw materials $2,610,153 $2,373,527 Work-in-process 2,057,570 1,856,704 Finished goods 1,104,776 1,363,889 ---------- ---------- $5,772,499 $5,594,120 Less allowance to reduce carrying value to LIFO basis (620,851) (620,851) ---------- ---------- $5,151,648 $4,973,269 ========== ========== 5. Total comprehensive income consisting of net income and foreign currency translation adjustment was $1,916,084 and $2,047,948 for the nine months ended September 30, 2000 and September 30, 1999, respectively. 7 Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations American Locker Group Incorporated and Subsidiaries FIRST NINE MONTHS 2000 VS FIRST NINE MONTHS 1999 Sales for the first nine months of 2000 of $26,908,000 increased $1,260,000 or 5% compared to sales of $25,648,000 during the same period in 1999. Plastic locker sales to the United States Postal Service (USPS) totaled $18,801,000 in 2000 compared to $18,359,000 during the first nine months of 1999. Cluster Box Units (CBUs) sales were $17,832,000 in 2000 compared to $17,427,000 during the first nine months of 1999. The increase in sales of CBUs relates to more units in total purchased by the USPS compared to last year's first nine months and also to the Company's ability to maintain its market share. Sales of metal, mechanical and electronic lockers, which includes the Company's luggage cart business, were $8,107,000 for the first nine months of 2000 compared to $7,289,000 for the first nine months of 1999. This increase of $818,000 or 11% relates to price increases, new product introductions, and increased penetration in the luggage cart market. 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 Type 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 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 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 introduced a plastic coin-operated locker which is designed for high corrosion environments and commenced shipments in April, 2000. Shipments of this locker were significant in the second and third quarters. Revenues for the Company's luggage cart business continued to grow during the first nine months of 2000 and the Company continues its direct marketing effort. Cost of products sold as a percentage of sales was 70.7% during the first nine months of 2000 compared to 70.6% in the first nine months of 1999. Selling, general and administrative costs for the first nine months of 2000 increased $596,000 over the same period in 1999. The increase relates to additional administrative and depreciation expense to support the Company's luggage cart operation at Detroit Metro Airport and to increased pension expense. Selling, general and administrative expense as a percent of sales was 18.1% in 2000 compared to 16.7% during the first nine months of 1999. 8 Interest expense in the first nine months of 2000 was $126,000 compared to $90,000 for the same period in 1999. This increase is due to higher average outstanding debt and interest rates during 2000 versus 1999. THIRD QUARTER 2000 VS THIRD QUARTER 1990 Third quarter sales were $8,413,000 an increase of $652,000 or 8% from the same period in 1999. Plastic locker sales of $5,838,000 were up 3% or $150,000 over 1999's third quarter. Sales of metal, mechanical and electronic lockers also includes luggage cart revenue were $2,575,000 during the third quarter of 2000, $490,000 or 24% higher than 1999. Cost of products sold as a percentage of sales was 70.8% during the third quarter of 2000, an increase from 70.0% during the third quarter of 1999. Selling, administrative and general expenses as a percent of net sales was 19.5% during the third quarter of 2000 compared to 18.7% in the third quarter of 1999. Interest expense in the third quarter of $19,000 decreased from $53,000 in the third quarter of 1999 due to lower average outstanding debt during the third quarter in 2000 versus 1999. 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 5.53 to 1 at September 30, 2000 and 4.68 to 1 at December 31, 1999, respectively. Working capital, the excess of current assets over current liabilities, was $10,367,000 at September 30, 2000, an increase of $394,000 over $9,973,000 at December 31, 1999. Cash provided by operating activities was $1,281,000 during the first nine months of 2000, compared to $2,957,000 provided by operating activities for the same period in 1999. The Company anticipates that its requirements for funds for operations and capital expenditures will be provided principally from cash generated from future operations. 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. 9 Part II Item 1. Legal Matters In September 1998 and subsequent months, the Company was named as an additional defendant in 89 cases pending in state court in Massachusetts. The plaintiffs in each case assert that a division of the Company manufactured and furnished to a shipyard in Massachusetts components containing asbestos during the period from 1948 to 1972 and that injuries resulted from exposure to such products. The assets of this division were sold by the Company in 1973. During the process of discovery in certain of these actions, documents from sources outside the Company have been produced which indicate the Company appears to have been included in the chain of title for certain wall panels which contained asbestos and which were delivered to the Massachusetts shipyard. Defense of these cases has been assumed by the Company's insurance carrier, subject to a customary reservation of rights. As of October, 25, 2000, settlement agreements have been entered in 4 cases with funds authorized and provided by the Company's insurance carrier. Further, 20 cases originally filed in 1995 and 1996 against other defendants to which the Company was joined as an additional defendant have been terminated as to the Company without liability to the Company under Massachusetts procedural rules. Dismissal of the Company has been stipulated in 7 cases originally filed against other defendants in 1997 due to lack of product identification evidence against the Company. Therefore, the balance of unresolved cases against the Company as of October 25, 2000, is 58 cases originally filed against other defendants in 1997 through 2000. In December 1998, the Company was named as a defendant in a lawsuit titled "ROBERTA RAIPORT, ET AL. V. GOWANDA ELECTRONICS CORP. AND AMERICAN LOCKER GROUP, INC." pending in the State of New York Supreme Court, County of Cattaragus. The suit involves property located in Gowanda, New York which was sold by the Company to Gowanda Electronics Corp. prior to 1980. The plaintiffs, current or former property owners in Gowanda, New York, assert that defendants each operated machine shops at the site during their respective periods of ownership and that as a result of such operation soil and groundwater contamination occurred which has adversely affected the plaintiffs and the value of plaintiffs' properties. The plaintiffs assert a number of causes of action and seek compensatory damages of $5,000,000 related to alleged diminution of property values, $3,000,000 for economic losses and "disruption to plaintiffs' lives," $10,000,000 for "nuisance, inconveniences and disruption to plaintiffs' lives," $25,000,000 in punitive damages, and $15,000,000 to establish a "trust account" for monitoring indoor air quality and other remedies." The Company believes that its potential liability with respect to this site, if any, is de minimis. Therefore, based on the information currently available, management does not believe the outcome of this suit will have a substantial impact on the Company's operations or financial condition. Defense of this case has been assumed by the Company's insurance carrier, subject to a customary reservation of rights. Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 27.1 Financial Data Schedule dated September 30, 2000. (b) The Company did not file any reports on Form 8-K during the three months ended September 30, 2000. 10 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: November 1, 2000 11 EXHIBIT INDEX . Prior Filing or Sequential Page Ehibit No. Exhibit Index No. Herein ---------- ------------- --------------- 27.1 Financial Data Schedule dated September 30, 2000 12 EX-27 2 0002.txt FDS AMERICAN LOCKER GROUP INCORPORATED
5 Exhibit 27.1 American Locker Group Incorporated Financial Data Schedule September 30, 2000 0000008855 AMERICAN LOCKER GROUP INCORPORATED 1 U.S. DOLLARS 9-MOS DEC-31-2000 DEC-31-1999 SEP-30-2000 1.0000 2,368,437 0 4,601,089 219,604 5,151,648 12,655,514 10,886,616 8,851,073 14,779,702 2,288,633 58,321 0 0 2,511,870 9,200,015 14,779,702 26,908,239 27,224,778 19,027,225 19,027,225 0 0 126,112 3,202,089 1,261,520 1,940,569 0 0 0 1,940,569 .86 .85
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