10-Q 1 d70999e10vq.htm FORM 10-Q e10vq
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
     
(Mark One)
     
þ   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2009
     
o   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 registrant as specified in its charter)
     
Delaware   16-0338330
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer Identification No.)
     
815 South Main Street, Grapevine, Texas   76051
(Address of principal executive offices)   (Zip code)
(817) 329-1600
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
     Indicate by a check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for a shorter period that the registrant was required to submit and post such files.) Yes o No o
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o  Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company þ
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
     Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 1,589,015 shares of common stock, par value $1.00, issued and outstanding as of February 10, 2010
 
 

 


 

TABLE OF CONTENTS
         
    Page No.  
 
    3  
 
       
    3  
    3  
    4  
    6  
    7  
    8  
    9  
    13  
    19  
    19  
 
       
    20  
    20  
 
       
    21  
 EX-31.1
 EX-31.2
 EX-32.1

2


Table of Contents

FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q contains various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve certain known and unknown risks and uncertainties, including, among others, those contained in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” When used in this Quarterly Report on Form 10-Q, the words “anticipates,” “plans,” “believes,” “estimates,” “intends,” “expects,” “projects,” “will” and similar expressions may identify forward-looking statements, although not all forward-looking statements contain such words. Such statements, including, but not limited to, the Company’s statements regarding business strategy, implementation of its restructuring plan, competition, new product development, liquidity and capital resources are based on management’s beliefs, as well as on assumptions made by, and information currently available to, management, and involve various risks and uncertainties, some of which are beyond the Company’s control. The Company’s actual results could differ materially from those expressed in any forward-looking statement made by or on the Company’s behalf. In light of these risks and uncertainties, there can be no assurance that the forward-looking information will in fact prove to be accurate. The Company has undertaken no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
The interim financial statements included herein are unaudited but reflect, in management’s opinion, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of financial position and the results of our operations for the interim periods presented.
The interim financial statements should be read in conjunction with the financial statements of American Locker Group Incorporated (the “Company”) and the notes thereto contained in the Company’s audited financial statements for the year ended December 31, 2008 presented in the Company’s Annual Report on Form 10-K that was filed with the Securities and Exchange Commission (the “SEC”) on February 2, 2010.
Interim results are not necessarily indicative of results for the full fiscal year.

3


Table of Contents

American Locker Group Incorporated and Subsidiaries
Consolidated Balance Sheets
                 
    September 30,     December 31,  
    2009 (Unaudited)     2008  
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 537,277     $ 279,984  
Accounts receivable, less allowance for doubtful accounts of approximately $215,000 in 2009 and $180,000 in 2008
    1,450,144       1,315,536  
Inventories, net
    2,210,782       2,396,185  
Prepaid expenses
    109,964       212,867  
Income taxes receivable
    1,409,696       1,599,892  
Deferred income taxes
    273,800       180,430  
 
           
Total current assets
    5,991,663       5,984,894  
 
               
Property, plant and equipment:
               
Land
    500       500,500  
Buildings
    393,098       3,503,515  
Machinery and equipment
    7,845,798       7,756,607  
 
           
 
    8,239,396       11,760,622  
Less allowance for depreciation and amortization
    (6,962,207 )     (7,526,963 )
 
           
 
    1,277,189       4,233,659  
 
               
Prepaid pension asset
          39,442  
Deferred income taxes
    554,567       552,043  
 
           
 
               
Total assets
  $ 7,823,419     $ 10,810,038  
 
           
The accompanying notes are an integral part of these consolidated financial statements.

4


Table of Contents

American Locker Group Incorporated and Subsidiaries
Consolidated Balance Sheets (continued)
                 
    September 30,     December 31,  
    2009 (Unaudited)     2008  
Liabilities and stockholders’ equity
               
Current liabilities:
               
Line of credit
  $     $ 752,623  
Current portion of long-term debt
          173,354  
Accounts payable
    1,333,840       1,853,225  
Accrued payroll and taxes
    98,161       182,752  
Income taxes payable
    71,513       68,791  
Deferred revenue
    341,000        
Other accrued expenses
    544,344       151,841  
 
           
Total current liabilities
    2,388,858       3,182,586  
 
               
Long-term liabilities:
               
Long-term debt, net of current portion
          1,830,961  
Pension, benefits and other long-term liabilities
    1,217,179       1,169,306  
 
           
 
    1,217,179       3,000,267  
 
               
Total liabilities
    3,606,037       6,182,853  
 
               
Commitments and contingencies (Note 10)
               
 
               
Stockholders’ equity:
               
Common stock, $1.00 par value:
               
Authorized shares — 4,000,000
               
Issued shares — 1,763,849 in 2009 and 2008; Outstanding shares —
1,571,849 in 2009 and 2008
    1,763,849       1,763,849  
Other capital
    238,636       233,841  
Retained earnings
    4,888,309       5,318,243  
Treasury stock at cost, 192,000 shares
    (2,112,000 )     (2,112,000 )
Accumulated other comprehensive loss
    (561,412 )     (576,748 )
 
           
Total stockholders’ equity
    4,217,382       4,627,185  
 
           
 
               
Total liabilities and stockholders’ equity
  $ 7,823,419     $ 10,810,038  
 
           
The accompanying notes are an integral part of these consolidated financial statements.

5


Table of Contents

American Locker Group Incorporated and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
                 
    Nine Months Ended September 30,  
    2009     2008  
 
               
Net sales
  $ 8,654,627     $ 11,230,060  
 
               
Cost of products sold
    5,581,190       8,219,261  
 
           
Gross profit
    3,073,437       3,010,799  
 
               
Selling, general and administrative expenses
    2,871,705       4,454,181  
Restructuring charge
    296,118        
Pension settlement charge
    209,807        
Asset impairment
          250,052  
 
           
Total selling, general and administrative
    3,377,630       4,704,233  
 
               
Total operating loss
    (304,193 )     (1,693,434 )
 
               
Other income (expense):
               
Interest income
    33       11,020  
Loss on sale of property, plant and equipment
    (13,352 )      
Other income (expense) — net
    44,049       (23,487 )
Interest expense
    (244,191 )     (112,287 )
 
           
Total other income (expense)
    (213,461 )     (124,754 )
 
           
Loss before income taxes
    (517,654 )     (1,818,188 )
Income tax (expense) benefit
    87,720       (49,503 )
 
           
Net loss
  $ (429,934 )   $ (1,867,691 )
 
           
 
               
Weighted average common shares:
               
Basic
    1,571,849       1,562,483  
 
           
 
               
Diluted
    1,571,849       1,562,483  
 
           
 
               
Loss per share of common stock:
               
Basic
  $ (0.27 )   $ (1.20 )
 
           
 
Diluted
  $ (0.27 )   $ (1.20 )
 
           
 
               
Dividends per share of common stock
  $     $  
 
           
The accompanying notes are an integral part of these consolidated financial statements.

6


Table of Contents

American Locker Group Incorporated and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
                 
    Three Months Ended September 30,  
    2009     2008  
 
               
Net sales
  $ 2,890,719     $ 3,796,548  
 
               
Cost of products sold
    1,815,192       2,669,916  
 
           
Gross profit
    1,075,527       1,126,632  
 
               
Selling, general and administrative expenses
    903,218       1,342,399  
Asset impairment
          22,052  
 
           
Total selling, general and administrative
    903,218       1,364,451  
 
               
Total operating income (loss)
    172,309       (237,819 )
 
               
Other income (expense):
               
Interest income
          1,808  
Loss on sale of property, plant and equipment
    (12,396 )      
Other income (expense) — net
    26,322       (7,536 )
Interest expense
    (132,960 )     (37,931 )
 
           
Total other income (expense)
    (119,034 )     (43,659 )
 
           
Income (loss) before income taxes
    53,275       (281,478 )
Income tax expense
    (21,264 )     (103,944 )
 
           
Net income (loss)
  $ 32,011   $ (385,422 )
 
           
 
               
Weighted average common shares:
               
Basic
    1,571,849       1,568,516  
 
           
 
               
Diluted
    1,571,849       1,568,516  
 
           
 
               
Income (loss) per share of common stock:
               
Basic
  $ 0.02     $ (0.25 )
 
           
 
               
Diluted
  $ 0.02     $ (0.25 )
 
           
 
               
Dividends per share of common stock
  $     $  
 
           
The accompanying notes are an integral part of these consolidated financial statements.

7


Table of Contents

American Locker Group Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
                 
    Nine Months Ended September 30,  
    2009     2008  
Operating activities
               
Net loss
    (429,934 )     (1,867,691 )
Adjustments to reconcile net loss to net cash
               
provided by (used in) operating activities:
               
Depreciation and amortization
    272,562       320,171  
Loss on sale of property, plant and equipment
    13,352       138  
Asset impairment
          250,052  
Provision for uncollectible accounts
    31,500       (17,796 )
Equity based compensation
    4,795       62,903  
Deferred income taxes
    (99,494 )     104,176  
Changes in assets and liabilities:
               
Accounts receivable
    (283,540 )     (325,060 )
Inventories
    185,578       17,534  
Prepaid expenses
    14,101       14,455  
Accounts payable and accrued expenses
    341,068       424,147  
Pension and other benefits
    97,446       (114,457 )
Income taxes
    192,918       (14,437 )
 
           
Net cash provided by (used in) in operating activities
    340,352       (1,145,865 )
 
               
Investing activities
               
Proceeds from sale of property, plant & equipement
    2,747,000       24,702  
Purchase of property, plant and equipment
    (73,019 )     (293,531 )
 
           
Net cash provided by (used in) in investing activities
    2,673,981       (268,829 )
 
               
Financing activities
               
Repayment of line of credit
    (757,081 )      
Long term debt borrowings
    2,000,000        
Long-term debt payments
    (4,004,315 )     (99,350 )
Borrowings under line of credit
    4,458       625,804  
 
           
Net cash provided by (used in) financing activities
    (2,756,938 )     526,454  
Effect of exchange rate changes on cash
    (102 )     (53,693 )
 
           
Net increase (decrease) in cash and cash equivalents
    257,293       (941,933 )
Cash and cash equivalents at beginning of period
    279,984       1,561,951  
 
           
Cash and cash equivalents at end of period
  $ 537,277     $ 620,018  
 
           
 
               
Supplemental cash flow information:
               
Cash paid for:
               
Interest
  $ 206,139     $ 117,260  
 
           
Income taxes
  $     $ 6,973  
 
           
The accompanying notes are an integral part of these consolidated financial statements.

8


Table of Contents

American Locker Group Incorporated and Subsidiaries
Notes to Consolidated Financial Statements
1.   Basis of Presentation
The accompanying unaudited consolidated financial statements of American Locker Group Incorporated (the “Company”) 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 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, 2009 are not necessarily indicative of the results that may be expected for the year ended December 31, 2009.
The consolidated balance sheet at December 31, 2008 has been derived from the Company’s audited financial statements at that date, but does not include all of the financial information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the Company’s consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
Additional risks and uncertainties not presently known or that the Company currently deems immaterial may also impair its business operations. Should one or more of these risks or uncertainties materialize, the Company’s business, financial condition or results of operations could be materially adversely affected.
2.   Sale of Property
On September 18, 2009, the Company closed on the sale of its headquarters and primary manufacturing facility to the City of Grapevine. The Company estimates the total value of the Agreement at $3,500,000. Under the Agreement, the City paid a purchase price of $2,747,000. At the time of the sale, the Company had a net book value in the land and building of $2,759,396 and recorded a loss on the sale of $12,396.
The Company is entitled to continue to occupy the facility, through December 31, 2010, at no cost. The City has further agreed to pay the Company’s relocation costs within the Dallas-Fort Worth area and to pay the Company’s real property taxes for the Facility through December 31, 2010. The Company received a $341,000 payment towards the moving costs at close which is recorded as “deferred revenue” in the Company’s consolidated balance sheet as of December 31, 2009. Proceeds of the sale were used to pay off the $2 million mortgage and for general working capital purposes.
3.   Inventories
Inventories are valued at the lower of cost or market value. Cost is determined using the first-in first-out method (FIFO).
Inventories consist of the following:
                 
    September 30, 2009     December 31, 2008  
Finished products
  $ 109,040     $ 77,665  
Work-in-process
    665,421       1,071,218  
Raw materials
    1,436,321       1,247,302  
 
           
Net inventories
  $ 2,210,782     $ 2,396,185  
 
           
4.   Income Taxes
Provision for income taxes is based upon the estimated annual effective tax rate. The effective tax rate for the three and nine months ended September 30, 2009 was 39.9% and 16.9%, respectively. The difference in the statutory rate and the effective rate is primarily due to a change in the valuation allowance of approximately $78,000 and $637,000 in 2009 and 2008 respectively.
5.   Stockholders’ Equity
Changes in stockholders equity were due to changes in comprehensive loss as well as stock option compensation expense in 2009. Stock option compensation expense was recorded as an increase in other capital of $4,795. Changes in stockholders’ equity were also due to changes in comprehensive loss of $414,778.

9


Table of Contents

6.   Comprehensive Income (Loss)
 
    The following table summarizes net income (loss) plus changes in accumulated other comprehensive loss, a component of stockholders’ equity in the consolidated balance sheet.
                 
    Nine Months Ended September 30,
    2009   2008
     
 
               
Net loss
  $ (429,934 )   $ (1,867,691 )
Foreign currency translation adjustments
    27,467       (80,751 )
Minimum pension liability adjustments, net of tax effect of $(8,208) in 2009 and $6,366 in 2008
    (12,311 )     9,549  
     
Total comprehensive loss
  $ (414,778 )   $ (1,938,893 )
     
                 
    Three Months Ended September 30,
    2009   2008
     
 
               
Net loss
  $ 32,011     $ (385,422 )
Foreign currency translation adjustments
    15,580       (27,694 )
Minimum pension liability adjustments, net of tax effect of $(4,440) in 2009 and $3,012 in 2008
    (6,658 )     4,518  
     
Total comprehensive income (loss)
  $ 40,933     $ (408,598 )
     
7.   Pension Benefits
 
    The following sets forth the components of net periodic employee benefit cost of the Company’s defined benefit pension plans for the nine and three months ended September 30, 2009 and 2008:
                                 
    Nine Months Ended September 30,
    Pension Benefits
    U.S. Plan   Canadian Plan
    2009   2008   2009   2008
         
Service cost
  $ 15,570     $ 15,750     $     $ 26,525  
Interest cost
    126,750       145,500       39,238       49,336  
Expected return on plan assets
    (101,250 )     (147,750 )     (47,473 )     (62,488 )
Net actuarial loss
    41,250             3,743       7,505  
Pension settlement charge
                209,807        
     
Net periodic benefit cost
  $ 82,320     $ 13,500     $ 205,315     $ 20,878  
     
                                 
    Three Months Ended September 30,
    Pension Benefits
    U.S. Plan   Canadian Plan
    2009   2008   2009   2008
         
Service cost
  $ 5,250     $ 5,250     $     $ 8,771  
Interest cost
    42,250       48,500       13,495       16,314  
Expected return on plan assets
    (33,750 )     (49,250 )     (16,327 )     (20,663 )
Net actuarial loss
    13,750             1,287        
     
Net periodic benefit cost
  $ 27,500     $ 4,500     $ (1,545 )   $ 6,904  
     

10


Table of Contents

    The Company has frozen the accrual of any additional benefits under the U.S. defined benefit pension plan effective July 15, 2005.
 
    Effective January 1, 2009, the Company converted its pension plan for its Canadian employees the (“Canadian Plan”) from a noncontributory defined benefit plan to a defined contribution plan. Until the conversion, benefits for the salaried employees were based on specified percentages of the employees’ monthly compensation. The conversion of the Canadian plan has the effect of freezing the accrual of future defined benefits under the plan. Under the defined contribution plan, the Company will contribute 3% of employee compensation plus 50% of employee elective contributions up to a maximum contribution of 5% of employee compensation.
 
    As a consequence of the Company’s staff reductions at its Canadian subsidiary, the Company recorded a non-cash pension settlement charge of $209,807 in the first quarter of 2009.
 
    For additional information on the defined benefit pension plans, please refer to Note 8 of the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
8.   Earnings Per Share
 
    The Company reports earnings per share in accordance with the Statement of Financial Accounting Standards No. 128, “Earnings Per Share.” The following table sets forth the computation of basic and diluted earnings per common share:
                 
    Nine Months Ended September 30,
    2009   2008
     
 
               
Numerator:
               
Net loss
  $ (429,934 )   $ (1,867,691 )
     
 
               
Denominator:
               
Denominator for earnings per share (basic and diluted) — weighted average shares
    1,571,849       1,562,483  
     
 
               
Loss per common share (basic and diluted):
  $ (0.27 )   $ (1.20 )
     
                 
    Three Months Ended September 30,
    2009   2008
     
 
               
Numerator:
               
Net income (loss)
  $ 32,011   $ (385,422 )
     
 
               
Denominator:
               
Denominator for earnings per share (basic and diluted) — weighted average shares
    1,571,849       1,568,516  
     
 
               
Income (loss) per common share (basic and diluted):
  $ 0.02     $ (0.25 )
     
    The Company had 15,000 and 40,000 stock options outstanding at September 30, 2009 and 2008, respectively, which were not included in the common share computation for loss per share, as the common stock equivalents were anti-dilutive.
9.   Debt
 
    On March 5, 2009, the Company renewed its $750,000 revolving line of credit with F&M Bank and Trust Company. The loan accrued interest at prime plus 75 basis points (0.75%). The revolving line of credit matured on June 5, 2009 and was secured by all accounts receivable, and inventory. The credit agreement underlying the revolving line of credit required compliance with certain covenants.

11


Table of Contents

    On March 19, 2009, the Company obtained a new $2 million mortgage loan from F.F.F.C., Inc. which was used to repay the existing mortgage loan with the F&M Bank & Trust Co. Interest on the loan was 12% per annum and payable monthly. The loan was scheduled to mature on March 20, 2011. This mortgage loan was paid in full on September 18, 2009 in conjunction with the sale of the Company’s headquarters and primary manufacturing facility to the City of Grapevine.
 
    On July 29, 2009, the Company entered into a receivables purchase agreement (the “Agreement”) with Gulf Coast Bank and Trust Company (“GCBT”), pursuant to which the Company will sell certain of its accounts receivable to GCBT. GCBT will not purchase receivables from the Company if the total of all outstanding receivables held by it, at any time, exceeds $2,500,000. In addition, if a receivable is determined to be uncollectible or otherwise ineligible, GCBT may require the Company to repurchase the receivable.
 
    The Agreement calls for the Company to pay a daily variable discount rate, which is the greater of prime plus one and one-half of one percent (1.50%) or six and one-half of one percent (6.5%) per annum, computed on the amount of outstanding receivables held by GCBT, for the period during which such receivables are outstanding. The Company will also pay a fixed discount percentage of 0.2% for each ten-day period during which receivables held by GCBT are outstanding.
 
    Proceeds from the sales of receivables under the Agreement were used to repay the Company’s existing $750,000 revolving line of credit with the F&M Bank & Trust Co. The Company has granted to GCBT a security interest in certain assets to secure its obligations under the Agreement. The Agreement is terminable at any time by either the Company or GCBT upon the giving of notice. The Agreement expires on July 29, 2010.
10.   Restructuring
 
    As a result of the economic crisis, the Company implemented a restructuring in January 2009 to rationalize its cost structure in an uncertain economic environment. The restructuring included the elimination of approximately 50 permanent and temporary positions as well as an across the board 10% reduction in wages and a 15% reduction in the base fee paid to members of the Company’s Board of Directors. These reductions (representing approximately 40% of the Company’s workforce) resulted in severance and payroll charges during the nine months ended September 30, 2009 of approximately $264,000. These payments are expected to be made over the next fifteen months. Additionally, the Company expects to incur $100,000 which has not been accrued for when it relocates its Ellicottville, New York operations to Texas in the first half of 2011. The restructuring and relocation is expected to result in approximately $1,400,000 in annual savings. To implement the restructuring plan, management anticipates incurring aggregate impairment charges and costs of $396,000. Accrued restructuring expenses are included in “Other accrued liabilities” in the Company’s consolidated balance sheet.
 
    The following table analyzes the changes incurred related to the Company’s reserve with respect to the restructuring plan which are included in “other accrued liabilities” in the Company’s consolidated balance sheet as of December 31, 2008 to September 30, 2009:
                                 
    December                     September  
    31, 2008     Expense     Payment/Charges     30, 2009  
Severance
  $     $ 264,000     $ (96,000 )   $ 168,000  
Professional fees
          20,000           $ 20,000  
Other
          12,000           $ 12,000  
 
                       
 
                               
Total
  $     $ 296,000     $ (96,000 )   $ 200,000  
 
                       
    The following table analyzes the changes in the Company’s reserve with respect to the restructuring plan for the three months ended September 30, 2009:
                                 
    June 30,                     September  
    2009     Expense     Payment/Charges     30, 2009  
Severance
  $ 180,000     $     $ (12,000 )   $ 168,000  
Professional fees
    20,000                 $ 20,000  
Other
    12,000                 $ 12,000  
 
                       
 
                               
Total
  $ 212,000     $     $ (12,000 )   $ 200,000  
 
                       

12


Table of Contents

11.   Commitments and Contingencies
 
    In July 2001, the Company received a letter from the New York State Department of Environmental Conservation (the “NYSDEC”) advising the Company that it is a potentially responsible party (PRP) with respect to environmental contamination at and alleged migration from property located in Gowanda, New York which was sold by the Company to Gowanda Electronics Corporation prior to 1980. In March 2001, the NYSDEC issued a Record of Decision with respect to the Gowanda site in which it set forth a remedy, including continued operation of an existing extraction well and air stripper, installation of groundwater pumping wells and a collection trench, construction of a treatment system in a separate building on the site, installation of a reactive iron wall covering 250 linear feet, which is intended to intercept any contaminates, and implementation of an on-going monitoring system. The NYSDEC has estimated that its selected remediation plan will cost approximately $688,000 for initial construction and a total of $1,997,000 with respect to expected operation and maintenance expenses over a 30-year period after completion of initial construction. The Company has not conceded to the NYSDEC that the Company is liable with respect to this matter and has not agreed with the NYSDEC that the remediation plan selected by NYSDEC is the most appropriate plan. This matter has not been litigated, and at the present time the Company has only been identified as a PRP. The Company also believes that other parties may have been identified by the NYSDEC as PRPs, and the allocation of financial responsibility of such parties has not been litigated. Based upon currently available information, the Company is unable to estimate timing with respect to the resolution of this matter. The NYSDEC has not commenced implementation of the remedial plan and has not indicated when construction will start, if ever. The Company’s primary insurance carrier has assumed the cost of the Company’s defense in this matter, subject to a reservation of rights.
 
    Beginning in September 1998 the Company has been named as an additional defendant in approximately 200 cases pending in state court in Massachusetts and 1 in the state of Washington. The plaintiffs in each case assert that a division of the Company manufactured and furnished components containing asbestos to a shipyard during the period from 1948 to 1972 and that injury 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 that 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 shipyards. Defense of these cases has been assumed by the Company’s insurance carrier, subject to a reservation of rights. Settlement agreements have been entered in approximately 27 cases with funds authorized and provided by the Company’s insurance carrier. Further, over 125 cases have been terminated as to the Company without liability to the Company under Massachusetts procedural rules. Therefore, the balance of unresolved cases against the Company as of September 8, 2009, the most recent date data is available, is approximately 56 cases.
 
    While the Company cannot estimate potential damages or predict the ultimate resolution of these asbestos cases as the discovery proceedings on the cases are not complete, based upon the Company’s experience to date with similar cases, as well as the assumption that insurance coverage will continue to be provided with respect to these cases, at the present time, the Company does not believe that the outcome of these cases will have a significant adverse impact on the Company’s operations or financial condition.
 
    The Company is involved in other claims and litigation from time to time in the normal course of business. The Company does not believe these matters will have a significant adverse impact on the Company’s operations or financial condition.
12.   Subsequent Events
 
    Management has evaluated subsequent events through February 12, 2010 the date the consolidated financial statements were issued.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Effect of New Accounting Guidance
In June 2009 the SEC released “Update of codification of Staff Accounting Bulletins”. This update amends or rescinds existing portions of the interpretive guidance included in the SEC’s Staff Accounting Bulletin Series to be consistent with the authoritative accounting guidance of SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”), primarily codified into Topic 805 in the ASC and SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements” (“SFAS 160”), primarily codified

13


Table of Contents

into ASC 810-10-65. This update is effective for the Company beginning with the first fiscal quarter of 2010 and will be utilized in conjunction with future business combinations and non-controlling interests.
Results of Operations — the Nine Months Ended September 30, 2009 Compared to the Nine Months Ended September 30, 2008
Overall Results and Outlook
The financial market and economic turmoil and related disruption of the credit markets has caused a significant slowdown in new construction of multifamily and commercial buildings during the second half of 2008 and continuing through 2009. The economic crisis has also negatively impacted our customers in the travel and recreation industries. New construction in these markets is a key driver of revenue for the Company. Consolidated net sales for the first nine months of 2009 decreased $2,575,433 to $8,654,627 when compared to net sales of $11,230,060 for the same period of 2008, representing a 22.9% decline. This decrease was attributable primarily to the negative effects of the credit crisis as described above. Pre-tax operating results improved to a pre-tax loss of $517,654 for the first nine months of 2009 from a reported pre-tax loss of $1,818,188 for the first nine months of 2008. After tax operating results improved to a net loss of $429,934 for the first nine months of 2009 compared to a net loss of $1,867,691 for the first nine months of 2008. Net loss per share (basic and diluted) was $(0.27) for the first nine months of 2009, an improvement from a net loss per share (basic and diluted) of $1.20 for the same period in 2008.
Net Sales
Consolidated net sales for the nine months ended September 30, 2009 were $8,654,627, a decrease of $2,575,433, or 22.9% compared to net sales of $11,230,060 for the same period of 2008. Sales of non-postal lockers for the nine months ended September 30, 2009 were $5,344,263, a decrease of $1,757,180, or 24.7%, compared to sales of $7,101,443 for the same period of 2008. The non-postal locker decrease is primarily attributable to lower revenue from the Company’s Canada Locker Company, Ltd. (“Canadian Locker”) subsidiary. Canadian Locker revenue for the first nine months of 2009 was approximately $894,000 less than revenue during the same period in 2008. The remaining decrease in non-postal locker sales is attributable to the effects of the economic crisis described above. Sales of postal lockers were $3,310,364 for the nine months ended September 30, 2009, a decrease of $818,253, or 19.8%, compared to sales of $4,128,617 for the same period of 2008. Lower postal locker sales were due primarily to lower sales of post office boxes to the United States Postal Service (“USPS”) and private customers. Post office box sales were negatively impacted by fewer USPS post office openings as well as fewer private mail store openings in 2009 as compared to 2008.
                         
    Nine Months Ended September 30,     Percentage  
    2009     2008     Decrease  
Postal Lockers
  $ 3,310,364     $ 4,128,617       (19.8 )%
Non-Postal Lockers
    5,344,263       7,101,443       (24.7 )%
 
                 
Total
    8,654,627       11,230,060       (22.9 )%
Cost of Products Sold
Cost of products sold for the nine months ended September 30, 2009 was $5,581,190 or 64.5% of net sales compared to $8,219,261, or 73.2% of net sales for the same period of 2008, a decrease of $2,638,071, or 32.1%. The decrease in the cost of sales as a percentage of sales was primarily due to reduced overhead expenses as a result of the Company’s restructuring plan as well as reduced raw material costs. The transition to the lower cost second generation Horizontal 4c mailbox also contributed to the decrease in cost of sales as a percentage of sales.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the nine months ended September 30, 2009 were $2,871,705 or 33.2% of net sales, compared to $4,454,181 or 39.7% of net sales for the same period of 2008, a reduction of $1,582,476, or 35.5%. This decrease was primarily due to reduced personnel costs related to the Company’s restructuring plan. Freight expenses decreased approximately $319,000 for the nine month period ended September, 2009, as compared to the same period in 2008, as a result of the decreased net sales coupled with lower negotiated freight rates.
Restructuring Costs
As a result of the economic crisis, the Company implemented a restructuring in January 2009 to rationalize its cost structure in an uncertain economic environment. The restructuring included the elimination of approximately 50 permanent and temporary positions

14


Table of Contents

as well as an across the board 10% reduction in wages. These reductions were approximately 40% of the Company’s workforce, resulted in severance and payroll tax charges during the nine months ended September 30, 2009 of approximately $264,000. These payments are expected to be made over the next fifteen months. Additionally, the Company will relocate its Ellicottville, New York operations to be co-located with its Grapevine, Texas operations in the first half of 2011. The restructuring will result in approximately $1,400,000 in annual savings. To implement the restructuring plan, management anticipates incurring aggregate impairment charges and costs of $396,000. Refer to note 10 in Item 1 of the Quarterly Report on Form 10-Q for more detail related to restructuring costs incurred during the first nine months of 2009.
Pension Settlement Charge
As a consequence of the Company’s staff reductions at its’ Canadian subsidiary, the Company recorded a non-cash pension settlement charge of $209,807 during the first nine months of 2009. Refer to note 7 in Item 1 of the Quarterly Report on Form 10-Q for detail related to pension benefit costs incurred during 2009.
Asset Impairment
Due to the inadequate profitability of the current Horizontal 4c design, management decided during the second quarter of 2008 to redesign the Horizontal 4c to reduce manufacturing costs. Management determined that the decision to redesign the Horizontal 4c impaired the Company’s investment in tooling and inventory related to the current Horizontal 4c design. Therefore, the Company, in accordance with the provisions of Financial Accounting Standards Board Statement 144,“Accounting for the Impairment or Disposal of Long Lived Assets,”, primarily codified into ASC 360, recorded impairment charges totaling $250,052 during the second and third quarters of 2008.
Loss on Sale of Property, Plant and Equipment
Loss on sale of property, plant and equipment for the nine months ended September 30, 2009 was $13,352. The loss is primarily attributable to the Company recorded on the sale of its property in Grapevine, Texas. Refer to Note 2 in Item 1 of the Quarterly Report on Form 10-Q for detail related to the sale of property.
Interest Expense
Interest expense for the nine months ended September 30, 2009 was $244,191, an increase of $131,904, or 117.5% compared to interest expense of $112,287 for the same period of 2008. Increased interest expense was due to the higher interest rate of 12% on the F.F.F.C., Inc. mortgage and the higher interest rate on the Gulf Coast Bank & Trust Company receivables purchase agreement as well as loan origination costs in 2009 as compared to the interest rate on the F&M Bank & Trust Co. loans in 2008.
Income Taxes
For the nine months ended September 30, 2009, the Company recorded an income tax benefit of $87,720 compared to an income tax expense of $49,503 for the same period of 2008. The Company’s effective tax rate on earnings was approximately 16.9% for the first nine months of 2009 and 2.7% in the first nine months of 2008.
Non-GAAP Financial Measure — Adjusted EBITDA
The Company presents the non-GAAP financial performance measure of Adjusted EBITDA because management uses this measure to monitor and evaluate the performance of the business and believes the presentation of this measure will enhance investors’ ability to analyze trends in the Company’s business, evaluate the Company’s performance relative to other companies, and evaluate the Company’s ability to service debt.
Adjusted EBITDA is not a presentation made in accordance with GAAP and our computation of Adjusted EBITDA may vary from other companies. Adjusted EBITDA should not be considered as an alternative to operating earnings or net income as a measure of operating performance. In addition, Adjusted EBITDA is not presented as and should not be considered as an alternative to cash flows as a measure of liquidity. Adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. For example, Adjusted EBITDA (as computed by the Company):
    Does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
 
    Does not reflect changes in, or cash requirements for, our working capital needs;
 
    Does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

15


Table of Contents

    Excludes tax payments that represent a reduction in available cash;
 
    Excludes non-cash equity based compensation;
 
    Excludes one-time restructuring costs and pension settlement costs;
 
    Excludes one-time expenses and equity compensation; and
 
    Does not reflect any cash requirements for assets being depreciated and amortized that may have to be replaced in the future.
The following table reconciles earnings as reflected in our condensed consolidated statements of operations prepared in accordance with GAAP to Adjusted EBITDA:
                 
    Nine Months Ended September 30,  
    2009     2008  
Net loss
  $ (429,934 )   $ (1,867,691 )
Income tax expense (benefit)
    (87,720 )     49,503  
Interest expense
    244,191       112,287  
Depreciation and amortization expense
    272,562       320,171  
Loss on sale of property
    13,352        
Equity based compensation
    4,795       62,903  
Asset impairment
          250,052  
Restructuring costs
    296,118        
Pension settlement costs
    209,807        
 
           
Adjusted EBITDA
  $ 523,171     $ (1,072,637 )
Adjusted EBITDA as a percentage of revenues
    6.0 %     (9.6 %)
Results of Operations — Three Months Ended September 30, 2009 Compared to the Three Months Ended September 30, 2008
Overall Results and Outlook
The financial market and economic turmoil and related disruption of the credit markets has caused a significant slowdown in new construction of multifamily and commercial buildings during the second half of 2008 and continuing through 2009. The economic crisis has also negatively impacted our customers in the travel and recreation industries. New construction in these markets is a key driver of revenue for the Company.
Consolidated net sales for the third quarter of 2009 reflect a decline in net sales of $905,829 to $2,890,719 when compared to net sales of $3,796,548 for the same period of 2008, representing a 23.9% decline. This decrease was attributable primarily to the negative effects of the credit crisis as described above. Pre-tax operating results improved to pre-tax income of $53,275 for the three months ended September 30, 2009 from a reported pre-tax loss of $281,478 for the three months ended September 30, 2008. After tax operating results improved to net income of $32,011 for the three months ended September 30, 2009 compared to a net loss of $385,422 for the three months ended September 30, 2008. Net income per share (basic and diluted) was $0.02 for the three months ended September 30, 2009, up from a net loss per share (basic and diluted) of $0.25 for the same period in 2008.
Net Sales
Consolidated net sales for the three month period ended September 30, 2009 were $2,890,719, a decrease of $905,829, or 23.9%, compared to net sales of $3,796,548 for the same period of 2008. The non-postal locker decrease is primarily attributable to lower revenue from the Company’s Canada Locker Company, Ltd. (“Canadian Locker”) subsidiary. Canadian Locker revenue for the three months ended September 30, 2009 was approximately $280,000 less than revenue during the same period in 2008. Additionally, sales of replacement parts and keys decreased approximately $323,000 for the three months ended September 30, 2009 as compared to the same period in 2008. Sales of postal lockers were $1,159,954 for the three months September 30, 2009, a decrease of $252,974, or 17.9%, compared to sales of $1,412,928 for the same period of 2008. Lower postal locker sales were due primarily to lower sales of post office boxes to the United States Postal Service (“USPS”) and private customers. Post office box sales were negatively impacted by fewer USPS post office openings as well as fewer private mail store openings in 2009 as compared to 2008.
                         
    Three Months Ended        
    September 30,     Percentage  
    2009     2008     Decrease  
Postal Lockers
  $ 1,159,954     $ 1,412,928       (17.9 )%
Non-Postal Lockers
    1,730,765       2,383,620       (27.4 )%
 
                 
Total
    2,890,719       3,796,548       (23.9 )%

16


Table of Contents

Cost of Products Sold
Cost of products sold for the third quarter of 2009 was $1,815,192, or 62.8% of net sales, compared to $2,669,916 or 70.3% of net sales, for the same period of 2008, a decrease of $854,724 or 32.0%. The decrease in the cost of sales as a percentage of sales was primarily due to reduced overhead expenses as a result of the Company’s restructuring plan as well as reduced raw material costs. The transition to the lower cost second generation Horizontal 4c mailbox also contributed to the decrease in cost of sales as a percentage of sales.
Selling, General and Administrative Expenses
Selling, general and administrative expenses during the third quarter of 2009 totaled $903,218 or 31.2% of net sales, compared to $1,342,399 or 35.4% during the same period of 2008, a reduction of $439,181 or 32.8%. This decrease was primarily due to reduced personnel costs related to the Company’s restructuring plan. Freight expenses decreased approximately $110,000 for the three month period ended September 30, 2009, as compared to the same period in 2008, as a result of the decreased net sales coupled with lower negotiated freight rates.
Asset Impairment
Due to the inadequate profitability of the Horizontal 4c design, management decided during the second quarter of 2008 to redesign the Horizontal 4c to reduce manufacturing costs. Management determined that the decision to redesign the Horizontal 4c impaired the Company’s investment in tooling and inventory related to the current Horizontal 4c design. The Company updated their impairment analysis as of September 30, 2008 impairing an additional $22,052 of inventory related to the 4c. In total, the Company has recorded impairment of $250,052 in accordance with accounting guidance regarding,“Accounting for the Impairment or Disposal of Long Lived Assets”, primarily codified into ASC 360.
Loss on Sale of Property, Plant and Equipment
Loss on sale of property, plant and equipment for the nine months ended September 30, 2009 was $12,396. The loss is attributable to the Company recorded on the sale of its property in Grapevine, Texas. Refer to Note 2 in Item 1 of the Quarterly Report on Form 10-Q for detail related to the sale of property.
Interest Expense
Interest expense for the third quarter of 2009 was $132,960 compared to $37,931 for the same period of 2008. Increased interest expense was due to the higher interest rate of 12% on the F.F.F.C., Inc. mortgage and the higher interest rate on the Gulf Coast Bank & Trust Company receivables purchase agreement as well as loan organization costs in 2009 as compared to the interest rate on the F&M Bank & Trust Co. loans in 2008.
Income Taxes
For the third quarter of 2009, the Company recorded an income tax expense of $21,264 compared to an income tax expense of $103,944 for the same period of 2008. The Company’s effective tax rate on earnings was approximately 39.9% and 37% in the third quarter of 2009 and 2008, respectively.
Non-GAAP Financial Measure — Adjusted EBITDA
The Company presents the non-GAAP financial performance measure of Adjusted EBITDA because management uses this measure to monitor and evaluate the performance of the business and believes the presentation of this measure will enhance investors’ ability to analyze trends in the Company’s business, evaluate the Company’s performance relative to other companies, and evaluate the Company’s ability to service debt.
Adjusted EBITDA is not a presentation made in accordance with GAAP and our computation of Adjusted EBITDA may vary from other companies. Adjusted EBITDA should not be considered as an alternative to operating earnings or net income as a measure of operating performance. In addition, Adjusted EBITDA is not presented as and should not be considered as an alternative to cash

17


Table of Contents

flows as a measure of liquidity. Adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. For example, Adjusted EBITDA (as computed by the Company):
    Does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
 
    Does not reflect changes in, or cash requirements for, our working capital needs;
 
    Does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
 
    Excludes tax payments that represent a reduction in available cash;
 
    Excludes non-cash equity based compensation;
 
    Excludes one-time restructuring costs and pension settlement costs;
 
    Excludes one-time expenses and equity compensation; and
 
    Does not reflect any cash requirements for assets being depreciated and amortized that may have to be replaced in the future.
The following table reconciles earnings as reflected in our condensed consolidated statements of operations prepared in accordance with GAAP to Adjusted EBITDA:
                 
    Three Months Ended  
    September 30,  
    2009     2008  
Net income (loss)
  $ 32,011     $ (385,422 )
Income tax expense
    21,264       103,944  
Interest expense
    132,960       37,931  
Depreciation and amortization expense
    85,663       97,357  
Loss on sale of equipment
    12,396       1,282  
Equity based compensation
    1,201       5,283  
Asset impairment
          22,052  
 
           
Adjusted EBITDA
  $ 285,495     $ (117,573 )
Adjusted EBITDA as a percentage of revenues
    9.9 %     (3.1 %)
Liquidity and Sources of Capital
The Company’s liquidity is reflected by its current ratio, which is the ratio of current assets to current liabilities, and its working capital, which is the excess of current assets over current liabilities. These measures of liquidity were as follows:
                 
    As of September 30,   As of December 31,
    2009   2008
Current Ratio
    2.5 to 1       1.9 to 1  
Working Capital .
  $ 3,602,805     $ 2,802,308  
The increase in working capital of $800,497 relates primarily to the sale of the Company’s facility in Grapevine, Texas and the resulting payoff of short term debt.
On March 5, 2009, the Company renewed its $750,000 revolving line of credit with F&M Bank and Trust Company. The loan accrued interest at prime plus 75 basis points (0.75%). The revolving line of credit matured on June 5, 2009 and was secured by all accounts receivable, and inventory. The credit agreement underlying the revolving line of credit required compliance with certain covenants.
On March 19, 2009, the Company obtained a new $2 million mortgage loan from F.F.F.C., Inc. which was used to repay the existing mortgage loan with the F&M Bank & Trust Co. Interest on the loan was 12% per annum and is payable monthly. The loan was scheduled to mature on March 20, 2011. This mortgage loan was paid in full on September 18, 2009 in conjunction with the sale of the Company’s headquarters and primary manufacturing facility to the City of Grapevine.
On July 29, 2009, the Company entered into a receivables purchase agreement (the “Agreement”) with Gulf Coast Bank and Trust Company (“GCBT”), pursuant to which the Company will sell certain of its accounts receivable to GCBT. GCBT will not purchase

18


Table of Contents

receivables from the Company if the total of all outstanding receivables held by it, at any time, exceeds $2,500,000. In addition, if a receivable is determined to be uncollectible or otherwise ineligible, GCBT may require the Company to repurchase the receivable.
The Agreement calls for the Company to pay a daily variable discount rate, which is the greater of prime plus one and one-half of one percent (1.50%) or six and one-half of one percent (6.5%) per annum, computed on the amount of outstanding receivables held by GCBT, for the period during which such receivables are outstanding. The Company will also pay a fixed discount percentage of 0.2% for each ten-day period during which receivables held by GCBT are outstanding.
Proceeds from the sales of receivables under the Agreement were used to repay the Company’s existing $750,000 revolving line of credit with the F&M Bank & Trust Co. The Company has granted to GCBT a security interest in certain assets to secure its obligations under the Agreement. The Agreement is terminable at any time by either the Company or GCBT upon the giving of notice. The Agreement expires July 29, 2010.
On September 18, 2009, the Company closed on the sale of its headquarters and primary manufacturing facility to the City of Grapevine. The Company estimates the total value of the Agreement at $3,500,000. Under the Agreement, the City paid a purchase price of $2,747,000. In addition, the Company is entitled to continue to occupy the facility, through December 31, 2010, at no cost. The City has further agreed to pay the Company’s relocation costs within the Dallas-Fort Worth area and to pay the Company’s real property taxes for the Facility through December 31, 2010. Proceeds of the sale were used to pay off the $2 million mortgage and for general working capital purposes.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Raw Materials
The Company does not have any long-term commitments for the purchase of raw materials. With respect to its products that use steel and aluminum, the Company expects that any raw material price changes would be reflected in adjusted sales prices. The Company believes that the risk of supply interruptions due to such matters as strikes at the source of supply or to logistics systems is limited. Present sources of supplies and raw materials incorporated into the Company’s products are generally considered to be adequate and are currently available in the marketplace.
Foreign Currency
The Company’s Canadian operation subjects the Company to foreign currency risk, though it is not considered a significant risk since the Canadian operation’s net assets represented only 14.4% of the Company’s aggregate net assets at September 30, 2009. Presently, management does not hedge its foreign currency risk.
Item 4. Controls and Procedures
The Company carried out an evaluation, under the supervision and with the participation of its management, including its principal executive officer and principal accounting officer, of the effectiveness of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of September 30, 2009. These disclosure controls and procedures are designed to provide reasonable assurance to the Company’s management and board of directors that information required to be disclosed by the Company in the reports that it files under the Exchange Act is accumulated and communicated to its management, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, including consideration of the existence of the material weaknesses discussed below, the principal executive officer and principal accounting officer of the Company have concluded that the Company’s disclosure controls and procedures as of March 31, 2009 were not effective, at the reasonable assurance level, to ensure that (a) material information relating to the Company is accumulated and made known to the Company’s management, including its principal executive officer and principal accounting officer, to allow timely decisions regarding required disclosure and (b) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
In connection with the preparation of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2008, which was filed late with the SEC on February 2, 2010, a material weaknesses was identified in Item 9A(T) of that Form 10-K.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Taking into account the communication dated February 1, 2010 by the Company’s independent registered

19


Table of Contents

public accounting firm to the Audit Committee of the Board of Directors, management has identified the following material weakness in the Company’s internal control over financial reporting:
Material weakness previously identified as of December 31, 2007 that continues to exist as of December 31, 2008:
    Timeliness of Financial Reporting — Subsequent to the Company filing its September 30, 2008 quarterly report on Form 10-Q in a timely manner, the Company reduced its accounting staff as part of its January 2009 restructuring. In January 2009, management chose to delay the audit of the Company’s financial statements for the year ended December 31, 2008 in order to improve the Company’s liquidity position. Additionally, the Company was impacted by the unplanned departure of several key members of the accounting department after the restructuring was implemented. Once the decision was made to restore staffing levels in the accounting department to an adequate level, the rebuilding of accounting function took longer than anticipated. As a consequence of the foregoing, the Company has been unable to file its required interim and annual reports with the SEC in a timely manner.
Based on management’s assessment, and because of the material weakness described above, we have concluded that our internal control over financial reporting was not effective as of December 31, 2008.
Changes in Internal Control over Financial Reporting
We have developed and are implementing remediation plans to address our material weakness. We have taken the following actions to improve our internal control over financial reporting:
Actions implemented or initiated after 2008 to address the material weakness described above that exists as of December 31, 2008:
    The Company is taking the following actions to strengthen controls over financial reporting to ensure the timely filing of required interim and annual financial reporting with the SEC which include; (i) the hiring of additional accounting and finance personnel will increase the Company’s ability to timely file interim and annual reports with the SEC; and (ii) the filing of late interim and annual financial reports with the SEC will reduce time spent by accounting and finance personnel on these matters.
PART II — OTHER INFORMATION
Item 6. Exhibits.
Except as otherwise indicated, the following documents are filed as part of this Quarterly Report on Form 10-Q:
     
Exhibit    
Number   Description
 
   
31.1
  Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.
 
   
31.2
  Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.
 
   
32.1
  Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

20


Table of Contents

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  AMERICAN LOCKER GROUP INCORPORATED
 
 
February 12, 2010  By:   /s/ Allen D. Tilley    
    Allen D. Tilley   
    Chief Executive Officer   
 
     
February 12, 2010  By:   /s/ Paul M. Zaidins    
    Paul M. Zaidins   
    President, Chief Operating Officer and Chief Financial Officer   
 

21