-----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, NQ0iQFvRQ2IoEEw4k7RYDNTNcJePx7gfvwM/EKZDavviyjpW6sZMvnrmoAlOhfgo WWjDErKeubKuk1V76KssCQ== 0000898431-01-500108.txt : 20010906 0000898431-01-500108.hdr.sgml : 20010906 ACCESSION NUMBER: 0000898431-01-500108 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010706 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010905 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-00439 FILM NUMBER: 1731132 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 8-K/A 1 form8k_090401.txt FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (AMENDMENT NO. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JULY 6, 2001 AMERICAN LOCKER GROUP INCORPORATED (Exact name of registrant as specified in its charter) DELAWARE 0-439 16-0338330 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 608 ALLEN STREET, JAMESTOWN, NEW YORK 14701 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 716-664-9600 (Former name or former address, if changed since last report.) Reference is made to the Report on Form 8-K filed by American Locker Group Incorporated (the "Registrant" or the "Company") on July 12, 2001. This Amendment to Report on Form 8-K contains financial statements filed in accordance with the Instructions to Item 7 of Form 8-K. Item 7. Financial Statements and Exhibits (a) Financial Statements of the Business Acquired B.L.L. CORPORATION d\b\a SECURITY MANUFACTURING CORPORATION AUDITED FINANCIAL STATEMENTS Years Ended October 31, 2000 and 1999 INDEPENDENT AUDITOR'S REPORT To the Board of Directors and Stockholder of B.L.L. Corporation d/b/a Security Manufacturing Corporation We have audited the accompanying balance sheets of B.L.L. Corporation (a Texas corporation) as of October 31, 2000 and 1999, and the related statements of income and retained earnings, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of B.L.L. Corporation as of October 31, 2000 and 1999, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles in the United States. Powell, Duvall & Parr, LLP Hurst, Texas December 18, 2000 B.L.L. CORPORATION d/b/a SECURITY MANUFACTURING CORPORATION BALANCE SHEETS October 31, 2000 and 1999
2000 1999 ASSETS CURRENT ASSETS: Cash in banks $ 367,905 $ 686,097 Accounts receivable - trade 1,223,865 439,160 Loans to stockholder 16,067 49,547 Inventories 996,909 800,321 Other current assets 15,615 425 Deferred tax asset 23,306 20,330 ------------- ------------- TOTAL CURRENT ASSETS 2,643,667 1,995,880 PROPERTY AND EQUIPMENT: Machinery and equipment 1,303,343 1,245,347 Office furniture and equipment 145,577 118,534 Vehicles - partially pledged 83,562 83,562 Leasehold improvements 477,410 381,213 ------------- ------------- 2,009,892 1,828,656 Less accumulated depreciation 655,874 582,553 ------------- ------------- NET PROPERTY AND EQUIPMENT 1,344,018 1,246,103 OTHER ASSETS: Deposits 20,109 1,352 ------------- ------------- TOTAL OTHER ASSETS 20,109 1,352 ------------- ------------- $ 4,007,794 $ 3,243,335 ============= =============
See accompanying notes to financial statements. - 2 - LIABILITIES AND STOCKHOLDER'S EQUITY
2000 1999 CURRENT LIABILITIES: Accounts payable - trade $ 403,948 $ 192,740 Payroll taxes payable 27,944 2,439 Accrued payroll 29,071 14,126 Accrued property taxes 33,965 22,691 State and Federal income taxes payable 234,017 144,663 Customer deposits 44,663 27,798 Other accrued liabilities 2,573 327 Current maturities of long term debt 7,964 18,418 ------------- ------------ TOTAL CURRENT LIABILITIES 784,145 423,202 NONCURRENT LIABILITIES: Note payable 7,964 26,352 Less current maturities 7,964 18,418 ------------- ------------ - 7,934 Deferred income taxes 178,706 156,693 ------------- ------------ TOTAL NONCURRENT LIABILITIES 178,706 164,627 ------------- ------------ TOTAL LIABILITIES 962,851 587,829 STOCKHOLDER'S EQUITY: Common stock, $1.00 par value, 100,000 shares authorized, 11,000 shares issued and outstanding 11,000 11,000 Retained earnings 3,033,943 2,644,506 ------------- ------------ TOTAL STOCKHOLDER'S EQUITY 3,044,943 2,655,506 ------------- ------------ $ 4,007,794 $ 3,243,335 ============= ============
- 3 - B.L.L. CORPORATION d/b/a SECURITY MANUFACTURING CORPORATION STATEMENTS OF CASH FLOWS Years Ended October 31, 2000 and 1999
2000 1999 SALES $ 6,847,472 $ 5,441,679 COST OF SALES 4,324,920 3,304,959 ----------- ----------- GROSS PROFIT 2,522,552 2,136,720 SELLING, GENERAL AND ADMINISTRATIVE EXPENSE 1,847,062 1,711,753 ----------- ----------- INCOME FROM OPERATIONS 675,490 424,967 OTHER INCOME AND (EXPENSE) Miscellaneous income 6,155 653 Interest income 3,038 1,913 Interest Expense (1,447) (2,513) Gain (Loss) on sales of assets (2,686) (6,135) Gain (Loss) on sales of marketable securities - 7,303 Dividend income 67 133 ----------- ----------- NET INCOME BEFORE PROVISION FOR 680,617 426,321 INCOME TAXES INCOME TAX EXPENSE 291,180 148,672 ----------- ----------- NET INCOME 389,437 277,649 RETAINED EARNINGS, beginning of year 2,644,506 2,366,857 ----------- ----------- RETAINED EARNINGS, end of year $ 3,033,943 $ 2,644,506 =========== ===========
See accompanying notes to financial statements. - 4 - B.L.L. CORPORATION d/b/a SECURITY MANUFACTURING CORPORATION STATEMENTS OF CASH FLOWS Years Ended October 31, 2000 and 1999
2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 389,437 $ 277,649 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 121,073 114,424 Bad debt provision 62,260 - Deferred income taxes 19,037 (31,949) Unrealized loss on marketable securities - (568) Realized (gain) loss on marketable securities - (7,304) (Gain) loss on disposal of property 2,686 6,135 (Increase) Decrease in Current Assets: Accounts receivable (846,965) 220,328 Refundable income taxes - 9,160 Inventories (196,588) 107,792 Other assets (15,190) 34,649 Increase (Decrease) in Current Liabilities: Accounts payable 211,208 19,073 Accrued liabilities 53,970 (82,208) Customer deposits 16,865 (20,434) Income taxes payable 89,354 12,095 ------------ ----------- Total adjustments (482,290) 381,193 ------------ ------------ NET CASH PROVIDED BY OPERATING ACTIVITIES (92,853) 658,842 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of marketable securities - (17,767) Sales of marketable securities - 49,623 Cash payments for the purchase of property (261,674) (192,065) Deposits on equipment purchases (18,757) - Collections on loans - 10,753 Cash proceeds from the sale of property 40,000 - ------------ ----------- NET CASH (USED) BY INVESTING ACTIVITIES (240,431) (149,476) CASH FLOWS FROM FINANCING ACTIVITIES: Loans (to) payments from shareholder 33,480 (23,520) Principal payments on long-term debt (18,388) (17,219) ------------ ------------ NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 15,092 (40,739) ------------ NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (318,192) (468,627) Cash and equivalents, beginning of year 686,097 217,470 ------------ ----------- CASH AND EQUIVALENTS, end of year $ 367,905 $ 686,097 ============ ===========
See accompanying notes to financial statements. - 5 - B.L.L. CORPORATION d/b/a SECURITY MANUFACTURING CORPORATION NOTES TO FINANCIAL STATEMENTS October 31, 2000 and 1999 NOTE A - NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF ORGANIZATION: - ---------------------- B.L.L. Corporation "B.L.L." was formed in November 1990 as a Texas corporation. It does business under two assumed names: Security Manufacturing Corporation and Better Locks For Less. Security Manufacturing Corporation "Security", a California corporation, was the predecessor to B.L.L. In November, 1990, Security merged into B.L.L. Corporation in exchange for all the issued and outstanding shares and immediately upon the exchange, distributed B.L.L. shares to its shareholders and liquidated. Security manufactures and sells secure postal boxes for customers throughout the U.S., Canada, South America and certain European countries. The postal boxes are standardized but the Company does manufacture to customer specifications. USE OF ESTIMATES: - ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of certain assets and liabilities and disclosure of contingent liabilities at the date of the financial statements. They also affect reported amounts of revenues and expenses during the reporting period. Actual results could differ from those amounts. CASH AND EQUIVALENTS: - -------------------- Cash and equivalents include all demand deposits, certificates of deposit and marketable securities with original maturities of three months or less. CONCENTRATION OF CREDIT: - ----------------------- There is a concentration of credit in two of the Company's customers: Mail Boxes, Etc "MBE" and the U.S. Postal Service. MBE is a publicly traded enterprise on the "Over-the-Counter" market. The U.S. Postal Service has annual contracts with "Security" that may be renewed for several annual periods. The amounts due from MBE and the U.S. Postal Service at October 31, 2000 is $174,043 and $309,036. No concentration of credit risk existed at October 31, 1999. UNINSURED CASH BALANCES: - ----------------------- The Company maintains cash balances at a local bank in excess of the "FDIC" insured limit of $100,000. The amount in excess of insured limits was approximately $317,941 and $597,764 at October 31, 2000 and 1999, respectively. MARKETABLE INVESTMENTS: - ---------------------- Management considers its investments in marketable securities to be available-for-sale. Marketable short-term investments are valued at fair value in accordance with SFAS 115. Gains and losses realized on sales of investments are recognized in income for each period, utilizing the specific identification method. Unrealized gains and losses are reflected as a separate component of Stockholder's Equity net of the income tax effects of such gains or losses. - 6 - B.L.L. CORPORATION d/b/a SECURITY MANUFACTURING CORPORATION NOTES TO FINANCIAL STATEMENTS October 31, 2000 and 1999 NOTE A - NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED) INVENTORIES: - ----------- Inventories are stated at the lower of cost or market, cost being determined using an average cost method. PROPERTY, EQUIPMENT AND DEPRECIATION: - ------------------------------------ Property and equipment are carried at cost. Depreciation is calculated generally using the straight-line methods over the estimated useful lives of the assets as follows: Machinery 10 - 36 years Office equipment 5 - 10 years Vehicles 5 years Leaseholds improvements 40 years Depreciation expense charged against income was $121,073 and $114,424, for the years ended October 31, 2000 and 1999, respectively. INCOME TAXES: - ------------ Deferred income taxes are provided for temporary difference between financial statement and income tax reporting, principally from using accelerated depreciation methods and the shorter lives specified for tax reporting purposes under the estimated economic lives of the classes of assets. COMPENSATED ABSENCES: - -------------------- Employees of the Company are entitled to paid vacation depending on job classification, length of service, and other factors. It is impractical to estimate the amount of compensation for future absences, and accordingly, no liability has been recorded in the accompanying financial statements. The Company's policy is to recognize the costs of compensated absences when actually paid to employees. Advertising The Company expenses advertising costs as they are incurred. RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION: - ---------------------------------------------------- Certain reclassifications have been made to the 1999 financial statements to conform with the 2000 financial statement presentation. Such reclassifications had no effect on net income as previously reported. - 7 - B.L.L. CORPORATION d/b/a SECURITY MANUFACTURING CORPORATION NOTES TO FINANCIAL STATEMENTS Years Ended October 31, 2000 and 1999
NOTE B - ACCOUNTS RECEIVABLE At October 31, 2000 and 1999, accounts receivable consisted of the following: 2000 1999 Trade Receivables $ 1,294,406 $ 456,005 Less Allowance for Doubtful Accounts 70,541 16,845 ----------- ------------- Accounts Receivable - Net $ 1,223,865 $ 439,160 =========== =========== NOTE C - INVESTMENTS Realized gains and losses are determined on the basis of specific identification. During 1999, sales proceeds and gross realized gains on securities classified as available for sale were: 1999 Sale proceeds $ 49,623 =========== Gross realized gains $ 7,303 ============ NOTE D - INVENTORIES Inventories at October 31, 2000 and 1999 consist of the following components: 2000 1999 Raw materials $ 621,854 $ 429,430 Work in process 279,677 247,498 Finished goods 95,378 123,393 ----------- ----------- $ 996,909 $ 800,321 =========== =========== NOTE E - INCOME TAXES The provision for income taxes is summarized as follows: 2000 1999 Provision for federal income tax: Current $ 259,495 $ 176,951 Deferred 19,037 (30,845) ----------- ----------- 278,532 146,106 Provision for state tax: Current 12,648 3,670 Deferred - (1,104) ----------- ----------- 12,648 2,566 ----------- ----------- Provision for income taxes $ 291,180 $ 148,672 =========== ===========
- 8 - B.L.L. CORPORATION d/b/a SECURITY MANUFACTURING CORPORATION NOTES TO FINANCIAL STATEMENTS October 31, 2000 and 1999
NOTE F - LONG-TERM DEBT At October 31, long-term debt consisted of: 2000 1999 Note payable - bank, due in monthly installments of $1,644 including interest at 7.0% per annum, secured by an automobile, matures March 3, 2001 $ 7,964 $ 26,352 Less current maturities 7,964 18,418 ---------- ---------- - 7,934 ---------- ---------- Maturities of long-term debt at October 31 are: 2000 $ - $ 18,418 2001 7,964 7,934 2002 - - 2003 - - 2004 - - Beyond - - ---------- ---------- $ 7,964 $ 26,352 ========== ========== NOTE G - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION 2000 1999 Interest expense $ 1,447 $ 2,513 Income taxes $ 185,000 $ 165,958
NOTE H - SIGNIFICANT SOURCES OF REVENUE A substantial part of the Company's business is dependent on two customers. Sales to one of the customers were $900,822 and $845,245, representing 13% and 16% of annual sales for the years ended October 31, 2000 and 1999, respectively. The other customer's sales were $1,632,634 and $749,568, representing 24% and 14% of annual sales for the years ended October 31, 2000 and 1999, respectively. NOTE I - RELATED PARTY TRANSACTIONS FACILITY LEASE: - -------------- The Company leases its corporate offices and manufacturing facility located at 815 S. Main, Grapevine, Texas from its sole shareholder on a month to month basis. The amount charged to operations as rent expense was $468,500 for each of the years ended October 31, 2000 and 1999. SHAREHOLDER LOANS: - ----------------- The shareholder of the Company had outstanding loans due to the Company at October 31, 2000 and 1999 in the amounts of $16,067 and $49,547, respectively. - 9 - (b) Pro Forma Financial Information Pro Forma Financial Statements The following pro forma consolidated balance sheet as of June 30, 2001 and the pro forma consolidated statements of income for the six months ended June 30, 2001 and the year ended December 31, 2000 have been prepared to reflect the Company's acquisition of B.L.L. Corporation d/b/a Security Manufacturing Corporation ("BLL") and related real estate ("Real Estate") and the adjustments described in the accompanying notes. The pro forma financial statements are based on the historical financial information of American Locker Group, Incorporated and BLL and the historical transactions regarding the related real estate and should be read in conjunction with those financial statements and notes thereto. The consolidated pro forma financial information is not necessarily indicative of the financial position or results of operations that actually would have occurred if such transactions had been consummated on the dates described, nor does it purport to represent the Company's future financial position or results of operations. - 10 - American Locker Group Incorporated Unaudited Pro Forma Consolidated Balance Sheet AS OF JUNE 30, 2001 - --------------------------------------------------------------------------------
American Locker Group, Inc.(1) Real Pro Forma as BLL(2) Estate(3) Adjustments Adjusted ASSETS Current assets: Cash and cash equivalents $ 3,449,651 $ 724,278 $ - $ (748,318) (4) $ 3,425,611 Accounts and notes receivable 4,426,843 705,703 - - 5,132,546 Inventories 5,777,005 1,262,181 - - 7,039,186 Prepaid expenses 232,098 54,306 - (150,000) (5) 136,404 Deferred income taxes 668,769 - - - 668,769 ---------------------------------------------------------------- ----------- Total current assets 14,554,366 2,746,468 - (898,318) 16,402,16 Net property, plant and equipment 1,710,201 1,359,720 3,500,000 (427,410) (6) 6,142,511 Goodwill - - - 6,442,372 (7) 6,442,372 Other intangible assets - - - 372,000 (8) 372,000 ---------------------------------------------------------------- ----------- Total Assets $ 16,264,567 $ 4,106,188 $ 3,500,000 $ 5,488,644 $29,359,399 ================================================================ =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,043,519 $ 412,988 $ $ $ 1,456,507 Commissions, salaries, wages and 190,282 23,151 - - 213,433 taxes thereon Other accrued expenses 860,847 32,305 - 172,000 (9) 1,065,152 Federal, state and foreign income 259,430 174,000 - - 433,430 taxes payable Current portion of long-term debt 200,000 - - 1,420,678) (10) 1,620,678 ---------------------------------------------------------------- ----------- Total current liabilities 2,554,078 642,444 - 1,592,678 4,789,200 Long-term liabilities: Long-term debt 33,318 - - 10,506,004) (10) 10,539,322 Pension and other benefits 429,106 - - 175,000 (9) 604,106 Deferred income taxes 99,430 178,706 - - 278,136 --------------- ------------------- ------------- --------------- ----------- 561,854 178,706 - 10,681,004 11,421,564 Stockholders' equity: Common stock 2,511,026 11,000 3,500,000 (3,511,000) (11) 2,511,026 Other capital 561,708 - - - 561,708 Retained earnings 14,090,743 3,274,038 - (3,274,038) (11) 14,090,743 Treasury stock at cost (3,816,533) - - - (3,816,533) Accumulated other comprehensive (198,309) - - - (198,309) income Total stockholders' equity 13,148,635 3,285,038 3,500,000 (6,785,038) 13,148,635 ----------------------------------------------------------------- ------------ Total liabilities and stockholders' equity $ 16,264,567 $ 4,106,188 $ 3,500,000 $ 5,488,644 $29,359,399 ================================================================ ============ (See Footnotes on following page.)
- 11 - (1) Represents the Company's consolidated balance sheet at June 30, 2001. (2) Represents BLL's balance sheet at June 30, 2001. (3) Represents the purchase of real estate from the former shareholders of BLL. (4) Represents adjustment for cash used in acquisition of BLL and related real estate by American Locker Group, Inc. (5) Represents reclassification of acquisition costs incurred by the Company prior to June 30, 2001, from prepaid expenses to goodwill. (6) Represents adjustment to record property and equipment of BLL at fair value. (7) Represents goodwill in the amount of the acquisition price including acquisition costs in excess of the fair value of the assets and liabilities acquired. (8) Represents cost of non-compete agreement to be paid to prior shareholders of BLL and debt acquisition costs. (9) Represents accrual for future payments under non-compete agreement with prior shareholders of BLL and accrual for debt acquisition costs. (10) Represents the debt incurred for the acquisition of BLL and real estate by American Locker Group, Inc. (11) Represents elimination of June 30, 2001 equity accounts of BLL and related real estate. - 12 - American Locker Group Incorporated and Subsidiaries Unaudited Pro Forma Consolidated Statements of Income
SIX MONTHS ENDED JUNE 30, 2001 American Locker Group, Pro Forma as Inc.(1) BLL(2) Real Adjustments Adjusted Estate(3) -------------------------------------------------------------- -------------- Net sales $ 17,942,511 $ 2,911,859 $ 234,250 $ (234,250) (4) $ 20,854,370 Cost of products sold 12,738,951 $ 1,856,001 47,500 (222,537) (5) 14,444,915 25,000 (6) ---------------------------------------------------------------- -------------- Gross profit 5,203,560 1,055,858 186,750 (36,713) 6,409,455 Selling, administrative and general 2,918,896 860,756 34,500 (271,713) (7) 3,567,439 expenses 25,000 (6) Amortization of goodwill - - - 161,059 (8) 161,059 ---------------------------------------------------------------- -------------- Income from operations 2,284,664 195,102 152,250 48,941 2,680,957 Interest income 88,126 1,650 - (14,000) (9) 75,776 Other (expense) income-net 185,967 9,406 - - 195,373 Interest expense (28,837) - - (380,302) (10) (409,139) ---------------------------------------------------------------- -------------- Income before income taxes 2,529,920 206,158 152,250 (345,361) 2,542,967 Income taxes 989,178 87,000 61,000 (80,828) (11) 1,056,350 ---------------------------------------------------------------- -------------- Net income $ 1,540,742 $ 119,158 $ 91,250 $ (264,534) $ 1,486,616 ================================================================ ============== Earnings per share of common stock: Basic $ 0.75 $ 0.72 =============== ============== Diluted $ 0.74 $ 0.71 =============== ============== Common shares used in basic earnings per share calculation 2,058,977 2,058,977 =============== ============== Common shares used in diluted earnings per share calculation 2,081,272 2,081,272 =============== ==============
(1) Represents the Company's consolidated results of operations for the six months ended June 30, 2001. (2) Represents BLL's results of operations for the six months ended April 30, 2001. (3) Represents the real estate entity's results of operation for the six months ended April 30, 2001. (4) Represents elimination of the real estate lease revenue from BLL. (5) Represents elimination of BLL lease expense recorded as cost of products sold to real estate entity. (6) Represents estimated expense of new employees hired by BLL after the acquisition and other post acquisition expenses. (7) Represents prior BLL owner's salary that will eliminated as a result of the acquisition by American Locker Group, Inc. and portion of BLL lease expense to real estate entity recorded as administrative expense. (8) Represents amortization of goodwill from the acquisition of BLL by American Locker Group, Inc. over a 20 year life. (9) Represents elimination of interest income on cash used for acquisition of BLL by American Locker Group, Inc. (10) Represents the incremental interest expense to finance the acquisition of BLL and the real estate by American Locker Group, Inc. (11) Represents the tax effect of the pro forma adjustments, except for the amortization of goodwill, for which no tax benefit has been recorded. - 13 - American Locker Group Incorporated and Subsidiaries
Unaudited Pro Forma Consolidated Statement of Income FOR THE YEAR ENDED DECEMBER 31, 2000 ------------------------------------------------------------------- American Locker Group, Pro Forma as Inc.(1) BLL(2) Real Adjustments Adjusted Estate(3) ----------------------------------------------------------------- ------------- Net sales $ 37,662,140 $ 6,847,472 $ 468,500 $ (468,500) (4) $ 44,509,612 Cost of products sold 27,025,940 $ 4,324,920 (444,138) (5) 30,956,722 50,000 (6) ---------------------------------- ------------------------------ ------------- 10,636,200 2,522,552 468,500 (74,362) 13,552,890 Selling, administrative and general 6,039,584 1,847,062 64,000 (544,362) (7) 7,456,284 expenses 50,000 (6) Amortization of goodwill - - - 322,119 (8) 322,119 ----------------------------------------------------------------- ------------- Income from operations 4,596,616 675,490 404,500 97,881 5,774,487 Interest income 190,486 3,038 - (28,000) (9) 165,524 Other (expense) income-net 194,450 3,536 - - 195,986 Interest expense (140,920) (1,447) - (854,848) (10) (997,215) ----------------------------------------------------------------- ------------- Income before income taxes 4,840,632 680,617 404,500 (784,967) 5,140,782 Income taxes 1,891,419 291,180 162,000 (210,469) (11) 2,134,130 ----------------------------------------------------------------- ------------- Net Income $ 2,949,213 $ 389,437 $ 242,500 $ (574,498) $ 3,006,652 =============== =================== ============= =============== ============= Earnings per share of common stock: Basic $ 1.33 $ 1.36 =============== ============= Diluted $ 1.32 $ 1.35 =============== ============= Common shares used in basic earnings per share calculation 2,214,406 2,214,406 =============== ============= Common shares used in diluted earnings per share calculations 2,230,785 2,230,785 =============== =============
(1) Represents the Company's consolidated results of operations for the year ended December 31, 2000. (2) Represents BLL's results of operations for the year ended December 31, 2000. (3) Represents the real estate entity's results of operation for the year ended December 31, 2000. (4) Represents elimination of the real estate lease revenue from BLL. (5) Represents elimination of BLL lease expense recorded as cost of products sold to real estate entity. (6) Represents estimated expense of new employees hired by BLL after the acquisition and other post acquisition expenses. (7) Represents prior BLL owner's salary that will eliminated as a result of the acquisition by American Locker Group, Inc. and portion of BLL lease expense to real estate entity recorded as administrative expense. (8) Represents amortization of goodwill from the acquisition of BLL by American Locker Group, Inc. over a 20 year life. (9) Represents elimination of interest income on cash used for acquisition of BLL by American Locker Group, Inc. (10) Represents the incremental interest expense to finance the acquisition of BLL and the real estate by American Locker Group, Inc. (11) Represents the tax effect of the pro forma adjustments, except for the amortization of goodwill, for which no tax benefit has been recorded. - 14 - Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized American Locker Group Incorporated SEPTEMBER 5, 2001 - ----------------- (Date) /s/EDWARD F. RUTTENBERG ------------------------------------- Edward F. Ruttenberg Chairman and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----