-----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, SY9DL6yn+magrRYHjKkHJlOyOM9w+5upfv1p+un/hXUwo3VEH6B10C2MvcrTw8vf QiJ4uTA3ySyWEN7ndHXrZQ== 0000898431-03-000122.txt : 20031110 0000898431-03-000122.hdr.sgml : 20031110 20031110164220 ACCESSION NUMBER: 0000898431-03-000122 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031110 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: 1934 Act SEC FILE NUMBER: 000-00439 FILM NUMBER: 03988842 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_10q.txt 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 SEPTEMBER 30, 2003 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 (IRS Employer Identification Number) of incorporation or organization) 608 Allen Street, Jamestown, NY 14701 ------------------------------------- (Address of principal executive offices) (716) 664-9600 -------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes No X --- State the number of shares outstanding of each of the issuer's class of common stock equity as of the latest practicable date: November 3, 2003. Common Stock $1.00 par value - 1,534,146 Part I - Financial Information Item 1 - Financial Statements American Locker Group Incorporated and Subsidiaries Consolidated Balance Sheets
September 30, December 31, 2003 2002 ---- ---- Assets Current assets: Cash and cash equivalents $ 2,398,011 $ 2,002,225 Accounts and notes receivable, less allowance for doubtful accounts of $315,000 in 2003 and $333,000 in 2002 4,399,427 4,166,972 Inventories 5,889,061 6,020,966 Prepaid expenses 166,782 104,115 Prepaid income taxes 179,605 234,008 Deferred income taxes 579,137 579,137 ------------ ------------- Total current assets 13,612,023 13,107,423 Property, plant and equipment: Land 500,500 500,500 Buildings 3,455,049 3,444,688 Machinery and equipment 12,093,285 11,611,883 ------------ ------------- 16,048,834 15,557,071 Less allowance for depreciation (10,988,720) (10,296,881) ------------ ------------- 5,060,114 5,260,190 Goodwill 6,155,204 6,155,204 Deferred income taxes 18,152 18,152 Other assets 104,947 192,447 Notes receivable, long-term 246,200 301,200 ------------ ------------ Total assets $ 25,196,640 $ 25,034,616 ============ ==+=========
2 American Locker Group Incorporated and Subsidiaries Consolidated Balance Sheets
September 30, December 31, 2003 2002 ---- ---- Liabilities and stockholders' equity Current liabilities: Line of Credit - $ 25,000 Accounts payable $ 1,699,477 1,740,763 Commissions, salaries, wages and taxes thereon 230,357 602,792 Other accrued expenses 945,493 739,309 Current portion of long-term debt 1,630,000 1,630,000 ------------ ------------ Total current liabilities 4,505,327 4,737,864 Long-term liabilities: Long-term debt 7,003,537 8,303,813 Pension and other benefits 122,910 118,230 ------------ ------------ 7,126,447 8,422,043 Total liabilities 11,631,774 13,159,907 Stockholders' equity: Common stock, $1 par value: Authorized shares - 4,000,000 Issued shares - 1,726,146 in 2003 and 1,709,146 in 2002 Outstanding shares - 1,534,146 in 2003 and 1,517,146 in 2002 1,726,146 1,709,146 Other capital 97,812 - Retained earnings 14,107,919 12,670,948 Treasury stock at cost (192,000 shares in 2003 and 2002) (2,112,000) (2,112,000) Accumulated other comprehensive income (loss) (255,011) (393,385) ------------ ------------ Total stockholders' equity 13,564,866 11,874,709 ------------ ------------ Total liabilities and stockholders' equity $ 25,196,640 $ 25,034,616 ============ ============ See accompanying notes.
3 American Locker Group Incorporated and Subsidiaries Consolidated Statements of Income
Nine Months Ended September 30, 2003 2002 ---- ---- Net sales $28,177,583 $30,238,813 Cost of products sold 19,660,354 20,809,424 --------------- ----------- 8,517,229 9,429,389 Selling, administrative and general expenses 5,958,793 5,302,278 --------------- ----------- 2,558,436 4,127,111 Interest income 30,709 80,823 Other (expense) income--net 152,785 225,268 Interest expense (402,463) (515,890) --------------- ----------- Income before income taxes 2,339,467 3,917,312 Income taxes 902,496 1,526,327 --------------- ----------- Net Income $ 1,436,971 $ 2,390,985 =============== =========== Earnings per share of common stock: Basic $0.95 $1.20 =============== =========== Diluted $0.93 $1.18 =============== =========== Dividends per share of common stock: $0.00 $0.00 =============== =========== See accompanying notes.
4 American Locker Group Incorporated and Subsidiaries Consolidated Statements of Income
Three Months Ended September 30, 2003 2002 ---- ---- Net sales $ 9,514,300 $ 9,975,928 Cost of products sold 6,659,827 6,837,420 ----------- ----------- 2,854,473 3,138,508 Selling, administrative and general expenses 2,039,170 1,845,095 ----------- ----------- 815,303 1,293,413 Interest income 19,468 38,026 Other (expense) income--net 25,284 93,143 Interest expense (112,288) (162,728) ----------- ----------- Income before income taxes 747,767 1,261,854 Income taxes 288,265 494,867 ----------- ----------- Net Income $459,502 $ 766,987 =========== =========== Earnings per share of common stock: Basic $0.30 $0.40 =========== =========== Diluted $0.30 $0.39 =========== =========== Dividends per share of common stock: $0.00 $0.00 =========== =========== See accompanying notes.
5 American Locker Group Incorporated and Subsidiaries Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2003 2002 ---- ---- Operating activities Net income $ 1,436,971 $ 2,390,985 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 646,647 769,718 Deferred income taxes - 127,772 Change in assets and liabilities: Accounts and notes receivable (143,570) 116,235 Inventories 131,905 122,320 Prepaid expenses (62,667) (71,911) Accounts payable and accrued expenses (225,577) 486,517 Long-term pension and other benefits (170) (291,850) Income taxes 121,403 (506,161) ----------- ----------- Net cash provided by operating activities 1,904,942 3,143,625 Investing activities Purchase of property, plant and equipment (348,850) (187,372) ----------- ----------- Net cash used in investing activities (348,850) (187,372) Financing activities Debt repayment (1,300,276) (1,318,996) Line of credit repayment (25,000) - Common stock purchased for treasury - (1,793,000) Common stock purchased and retired - (148,785) Proceeds from common stock issued 47,812 42,188 ----------- ----------- New cash used in financing activities (1,277,464) (3,218,593) Effect of exchange rate changes on cash 117,158 (20,605) ----------- ----------- Net increase (decrease) in cash 395,786 (282,945) Cash and cash equivalents at beginning of period 2,002,225 4,579,034 ----------- ----------- Cash and cash equivalents at end of period $2,398,011 $ 4,296,089 =========== =========== See accompanying notes.
6 Notes to Consolidated Financial Statements American Locker Group Incorporated and Subsidiaries 1. The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q. Accordingly, the condensed financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of the Company's management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of such condensed financial statements have been included. Operating results for the nine month period ended September 30, 2003 are not necessarily indicative of the results that may be expected for the year ended December 31, 2003. For further information, refer to the Company's consolidated financial statements and the footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2002. 2. Provision for income taxes is based upon the estimated annual effective tax rate. 3. Inventories are valued at the lower of cost or market. Cost is determined by using the last-in, first-out method for substantially all of the inventories. September 30, December 31, 2003 2002 Raw materials $2,628,143 $1,572,946 Work-in-process 1,815,618 1,901,263 Finished goods 1,863,386 2,965,023 ---------- ---------- $6,307,147 $6,439,232 Less allowance to reduce Carrying value to LIFO basis (418,086) (418,266) ---------- ---------- $5,889,061 $6,020,966 ========== ========== 7 4. The Company reports earnings per share in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share." The following tables set forth the computation of basic and diluted earnings per common share:
Nine Months Ended Nine Months Ended September 30, 2003 September 30, 2002 ------------------ ------------------ Numerator: Net income available to common shareholders $1,436,971 $2,390,985 ========== ========== Denominator: Denominator for basic earnings per share - 1,519,856 1,988,683 weighted average shares Effect of Dilutive Securities: Stock Options 33,453 39,909 ---------- ---------- Denominator for diluted earnings per share - adjusted weighted average shares and assumed conversion 1,553,309 2,028,592 ========== ========== Basic earnings per share $0.95 $1.20 Diluted earnings per share $0.93 $1.18 Three Months Ended Three Months Ended September 30, 2003 September 30, 2002 ------------------ ------------------ Numerator: Net income available to common shareholders $ 459,502 $ 766,987 ========= ========== Denominator: Denominator for basic earnings per share - 1,525,276 1,926,407 weighted average shares Effect of Dilutive Securities: Stock Options 28,868 39,909 --------- ---------- Denominator for diluted earnings per share - 1,554,144 1,966,316 adjusted weighted average shares and assumed conversion ========== ========== Basic earnings per share $0.30 $0.40 Diluted earnings per share $0.30 $0.39
6. Total comprehensive income consisting of net income and foreign currency translation adjustment was $1,575,345 and $2,396,982 for the nine months ended September 30, 2003 and September 30, 2002 respectively, and $456,221 and $733,754 for the three months ended September 30, 2003 and 2002 respectively. The components of other comprehensive income (loss) are as follows: Septembe 30, December 31, 2003 2002 ----------------------------- Foreign currency translation $ (95,732) $(234,106) Minimum pension liability, net of tax (159,279) (159,279) ----------------------------- $(255,011) $(393,385) ============================= 8 Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations American Locker Group Incorporated and Subsidiaries First Nine Months 2003 As Compared to the First Nine Months 2002 Sales for the first nine months of 2003 of $28,178,000 decreased $2,061,000 or 6.8% compared to sales of $30,239,000 during the same period in 2002. Plastic locker sales to the United States Postal Service (USPS) totaled $15,466,000 during the first nine months of 2003 compared to $17,250,000 during the same period of 2002. Plastic Cluster Box Units (CBUs) sales were $14,943,000 in 2003 compared to $16,597,000 during 2002. The decrease in sales of Plastic CBUs is the result of decreased purchases from the USPS. Price reductions that became effective in April 2003, resulted in approximately a $50,000 reduction in 2003 revenue versus 2002. The Company also believes that the decline in its sales levels of CBUs is the result of changes in purchasing practices by the USPS from district level purchasing to the local post office level. Sales of Outdoor Parcel Lockers (OPLs) were $523,000 in the first nine months of 2002 compared to $653,000 in 2002. The decrease in sales of OPLs is the result of lower volume. Sales of metal, mechanical and electronic lockers, which includes the Company's luggage cart business, were $12,711,000 for the first nine months of 2003 compared to $12,989,000 for the first nine months of 2002. This decrease of $277,000 or 2% was due to declines in luggage cart and other services at airport terminals and decreases in sales of vending equipment for shopping and luggage carts, offset by increases in sales of approximately $680,000 at the Company's subsidiary, Security Manufacturing Corporation (SMC). The increase at SMC was primarily due to higher sales volume of aluminum CBUs to non-postal customers. The Company's contract to provide luggage cart and other services at the Toronto International Airport expired in November 2002, and was not renewed by the Company. Revenue related to services at the Toronto airport was approximately $300,000 in the first nine months of 2002. The Company continues to provide luggage cart services at one terminal of the Detroit International Airport. The Company believes that the long-term outlook for CBU volume remains favorable in light of the continued USPS commitment to the CBU program and its resulting operating cost reduction benefits. In April 2003, the Company's contract with the USPS was renewed for a one-year term expiring on April 15, 2004. The contact covers all four types of plastic CBUs, aluminum CBUs and the OPL. The contract contained price reductions ranging from zero to approximately 2% depending on the CBU or OPL type. As previously disclosed, total CBU demand is influenced by a number of factors over which the Company has no control, including but not limited to: USPS budgets, policies and financial performance, domestic new housing starts, postal rate increases, postal purchasing practices and the weather as these units are installed outdoors. The Company believes its CBU product line, including the aluminum CBUs made by SMC, continues to represent the best value when all factors including price, quality of design and construction, long-term durability and service are considered. Cost of products sold as a percentage of sales was 69.7% during the first nine months of 2003 compared to 68.8% in the first nine months of 2002. The slight increase is the result of lower sales volume as well as the elimination of the Toronto airport operations, where the margin was higher than certain other Company operations. 9 Selling, general and administrative costs for the first nine months of 2003 increased $650,000 over the same period in 2002. This increase is due primarily to a one-time reduction of $319,000 in 2002 as the result of the reversal in 2002 of a liability, which existed under the Supplemental Executive Retirement Plan due to the death in the first quarter of 2002 of the only current beneficiary under the Plan. The increase was also impacted by a 2003 charge of $65,000 for a severance agreement relating to a terminated management employee at SMC, as well as increased engineering costs in 2003 relating to product development. Selling, administrative and general expenses were 21.1% and 17.5% of sales for the first nine months of 2003 and 2002, respectively. Other income - net decreased $72,000 during the first nine months of 2003 compared to 2002. This caption consists primarily of cash discounts earned, which were $89,000 in 2003 and $96,000 in 2002 and service maintenance contracts, which were $82,000 in 2003 and $134,000 in 2002. Interest expense was $402,000 in 2003 compared to $516,000 in 2002. The decrease is the result of lower outstanding debt during 2003 versus 2002 as the Company continues to make scheduled payments on its outstanding debt. Third Quarter 2003 As Compared to the Third Quarter 2002 Third quarter sales were $9,514,000 in 2003, a decrease of $462,000 from $9,976,000 during the same period in 2002. The decrease consisted of a decrease of $197,000 in sales of CBUs and OPLs, and other declines in metal, mechanical and electronic lockers of $907,000; these declines were offset by an increase in sales of $643,000 at SMC due to higher volumes in 2003 versus 2002. Cost of products sold as a percentage of sales was 70.0% during the third quarter of 2003, compared to 68.5% during the third quarter of 2002. The deterioration in 2003 is the result of lower sales volume, and to a lesser extent the elimination of the Toronto airport operations, where the margins were higher than the Company's other operations. Selling, administrative and general expenses were 21.4% of net sales during the third quarter of 2003 compared to 18.5% in the third quarter of 2002, as a result of the decline in sales in 2003 and the fixed nature of certain expenses. Other income - net decreased $68,000 during the first nine months of 2003 compared to 2002. This decrease primarily relates to a decrease in maintenance contracts of approximately $60,000 during the third quarter of 2003 versus the third quarter of 2002. Interest expense in the third quarter of 2003 of $112,000 decreased from $163,000 in the third quarter of 2002 due to the reduction in outstanding debt during the last 12 months. Liquidity and Sources of Capital The Company's liquidity is reflected in its current ratio and its working capital. The current ratio, the ratio of current assets to current liabilities, was 3.0 to 1 at September 30, 2002 and 2.8 to 1 at December 31, 2002, respectively. Working capital, the excess of current assets over current liabilities, was $9,107,000 at September 30, 2003, an increase of $737,000 over $8,370,000 at December 31, 2002. Cash provided by operating activities was $1,905,000 during the first nine months of 2003, compared to $3,144,000 provided by operating activities for the same period in 10 2002. The Company's $3,000,000 line of credit is available to assist in satisfying future working capital needs, if required. The Company anticipates that cash on hand and cash generated from operations in 2003 will be adequate to fund working capital needs, capital expenditures and debt payments. However, if necessary, the Company has a $3,000,000 revolving bank line-of-credit available to assist in satisfying future operating cash needs. No amount is outstanding under the line of credit at September 30, 2003. Effects of New Accounting Pronouncements There are no recently issued accounting standards that the Company believes will have a material impact on its financial position or results of operations. Safe Harbor Statement under the Private Securities Litigation Reform Act Of 1995 Forward-looking statements in this report, including without limitation, statements relating to the Company's plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) the Company's plans, strategies, objectives, expectations, and intentions are subject to change at any time at the discretion of the Company, (ii) the Company's plans and results of operations will be affected by the Company's ability to manage its growth and inventory, (iii) the risk that the Company's contract with the USPS will not be renewed or that orders placed by the USPS under such contract will be substantially reduced, and (iv) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission. Item 4. Controls and Procedures As of September 30, 2003, an evaluation was performed under the supervision and with the participation of the Company's management, including the chief executive officer and principal accounting officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934). Based on that evaluation, the Company's management, including the chief executive officer and principal accounting officer, concluded that the Company's disclosure controls and procedures were effective in all material respects as of September 30, 2003 to ensure that material information relating to the Company, including the Company's consolidated subsidiaries, was made known to them by others within those entities, particularly during the period in which this Quarterly Report on Form 10-Q was being prepared. During the quarter ended September 30, 2003, there were no changes in the Company's internal control over financial reporting, identified in connection with the evaluation of such reporting, or reasonably likely to materially affect, the Company's internal control over financial reporting. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to September 30, 2003. 11 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) The Company did not file any reports on Form 8-K during the three months ended September 30, 2003. 12 S I G N A T U R E ----------------- In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN LOCKER GROUP INCORPORATED (Registrant) /s/ Roy J. Glosser ------------------------------------------------ Roy J. Glosser President, Chief Operating Officer and Treasurer Date: November 10, 2003 13 Exhibit Index (a) Exhibits. 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 14 Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Edward F. Ruttenberg, Chairman and Chief Executive Officer, certify that: 1. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 2. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 3. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 4. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors or persons performing the equivalent function): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 15 Date: November 10, 2003 /s/ Edward F. Ruttenberg ------------------------------------ Edward F. Ruttenberg Chairman and Chief Executive Officer 16 Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Wayne L. Nelson, Principal Accounting Officer and Assistant Secretary certify that: 1. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 2. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 3. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 4. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors or persons performing the equivalent function): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and 17 (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 10, 2003 /s/ Wayne L. Nelson --------------------------------- Wayne L. Nelson Principal Accounting Officer And Assistant Secretary 18 EXHIBIT 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of American Locker Group Incorporated (the "Company") on Form 10-Q for the quarterly period ended September 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. . /s/ Edward F. Ruttenberg ------------------------ Edward F. Ruttenberg Chairman and Chief Executive Officer Dated: November 10, 2003 A signed original of this written statement required by Section 906 has been provided to American Locker Group Incorporated and will be retained by American Locker Group Incorporated and furnished to the Securities and Exchange Commission or its staff upon request. 19 EXHIBIT 32.2 CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of American Locker Group Incorporated (the "Company") on Form 10-Q for the quarterly period ended September 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that to his knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. /s/ Wayne L. Nelson ------------------- Wayne L. Nelson Principal Accounting Officer and Assistant Secretary Dated: November 10, 2003 A signed original of this written statement required by Section 906 has been provided to American Locker Group Incorporated and will be retained by American Locker Group Incorporated and furnished to the Securities and Exchange Commission or its staff upon request. 20 -----END PRIVACY-ENHANCED MESSAGE-----