10-Q

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: June 30, 2011

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	(I.R.S. Employer Identification No.)
incorporation or organization)
2701 Regent Blvd., Suite 200 DFW Airport, TX	75261
(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

     Indicated 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 þ 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	Smaller Reporting Company þ
		(Do not check if a smaller reporting company)

     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: 1,660,440 shares of common stock, par value $1.00, issued and outstanding as of August 15, 2011.

TABLE OF CONTENTS

	Page No.
FORWARD-LOOKING INFORMATION		3
PART I — FINANCIAL INFORMATION		3
Item 1. Financial Statements		3
Consolidated Balance Sheets (Unaudited) as of June 30, 2011 and December 31, 2010		4
Consolidated Statements of Operations (Unaudited) for the Six Months Ended June 30, 2011 and 2010		6
Consolidated Statements of Operations (Unaudited) for the Three Months Ended June 30, 2011 and 2010		7
Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2011 and 2010		8
Notes to Consolidated Financial Statements		9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3. Quantitative and Qualitative Disclosures About Market Risk		19
Item 4. Controls and Procedures		20
PART II — OTHER INFORMATION		21
Item 6. Exhibits		21
SIGNATURES		22
EX-31.1
EX-31.2
EX-32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT

2

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, 2010 presented in the Company’s Annual Report on Form 10-K that was filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2011.

Interim results are not necessarily indicative of results for the full fiscal year.

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American Locker Group Incorporated and Subsidiaries

Consolidated Balance Sheets

	June 30,			December 31,
	2011 (Unaudited)			2010
Assets
Current assets:
Cash and cash equivalents	$	589,325		$	649,952
Accounts receivable, less allowance for doubtful accounts of approximately $155,000 in 2011 and $134,000 in 2010		1,690,126			2,370,642
Inventories, net		2,788,409			2,545,200
Prepaid expenses		267,440			227,570
Deferred income taxes		397,871			358,481
Total current assets		5,733,171			6,151,845
Property, plant and equipment:
Land		500			500
Buildings and leasehold improvements		983,800			397,136
Machinery and equipment		10,383,604			10,050,517
		11,367,904			10,448,153
Less allowance for depreciation and amortization		(7,794,878	)		(7,442,888	)
		3,573,026			3,005,265
Other noncurrent assets		47,255			41,545
Deferred income taxes		411,827			510,635
Total assets	$	9,765,279		$	9,709,290

The accompanying notes are an integral part of these consolidated financial statements.

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American Locker Group Incorporated and Subsidiaries
Consolidated Balance Sheets (continued)

	June 30,			December 31,
	2011 (Unaudited)			2010
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	2,025,070		$	1,992,819
Commissions, salaries, wages, and taxes thereon		125,032			193,006
Income taxes payable		69,278			65,203
Revolving line of credit		500,000			—
Current portion of long-term debt		200,000			200,000
Deferred revenue		10,000			341,000
Other accrued expenses		393,815			348,524
Total current liabilities		3,323,195			3,140,552
Long-term liabilities:
Long-term debt, net of current portion		700,000			800,000
Pension and other benefits		1,470,484			1,466,179
		2,170,484			2,266,179
Total liabilities		5,493,679			5,406,731
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock, $1.00 par value:
Authorized shares – 4,000,000
Issued shares – 1,852,440 in 2011 and 1,834,106 in 2010; Outstanding shares – 1,660,440 in 2011 and 1,642,106 in 2010		1,852,440			1,834,106
Other capital		277,037			265,271
Retained earnings		4,894,146			4,964,006
Treasury stock at cost, 192,000 shares		(2,112,000	)		(2,112,000	)
Accumulated other comprehensive loss		(640,023	)		(648,824	)
Total stockholders’ equity		4,271,600			4,302,559
Total liabilities and stockholders’ equity	$	9,765,279		$	9,709,290

The accompanying notes are an integral part of these consolidated financial statements.

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American Locker Group Incorporated and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

	Six Months Ended June 30,
	2011			2010
Net Sales	$	6,159,051		$	5,851,634
Cost of products sold		4,211,195			3,711,331
Gross profit		1,947,856			2,140,303
Selling, general and administrative expenses		2,050,821			2,104,154
Total selling, general and administrative		2,050,821			2,104,154
Total operating income (loss)		(102,965	)		36,149
Other income (expense):
Interest income		74			17,509
Other income (expense) — net		130,670			(13,599	)
Interest expense		(27,861	)		(9,799	)
Total other income (expense)		102,883			(5,889	)
Income (loss) before income taxes		(82	)		30,260
Income tax expense		(69,778	)		(84,679	)
Net loss	$	(69,860	)	$	(54,419	)
Weighted average common shares:
Basic		1,648,313			1,594,677
Diluted		1,648,313			1,594,677
Loss per share of common stock:
Basic	$	(0.04	)	$	(0.03	)
Diluted	$	(0.04	)	$	(0.03	)

The accompanying notes are an integral part of these consolidated financial statements.

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American Locker Group Incorporated and Subsidiaries

Consolidated Statements of Operations
(Unaudited)

	Three Months Ended June 30,
	2011			2010
Net Sales	$	3,309,340		$	3,112,396
Cost of products sold		2,160,755			1,911,379
Gross profit		1,148,585			1,201,017
Selling, general and administrative expenses		1,072,737			1,070,625
Total selling, general and administrative		1,072,737			1,070,625
Total operating income		75,848			130,392
Other income (expense):
Interest income		66			209
Other income (expense) — net		142,493			(3,958	)
Interest expense		(14,384	)		(2,550	)
Total other income (expense)		128,175			(6,299	)
Income before income taxes		204,023			124,093
Income tax expense		(63,042	)		(53,011	)
Net income	$	140,981		$	71,082
Weighted average common shares:
Basic		1,654,519			1,600,338
Diluted		1,654,519			1,600,338
Income per share of common stock:
Basic	$	0.09		$	0.04
Diluted	$	0.09		$	0.04

The accompanying notes are an integral part of these consolidated financial statements.

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American Locker Group Incorporated and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30,
	2011			2010
Operating activities
Net loss	$	(69,860	)	$	(54,419	)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization		322,605			166,345
Provision for uncollectible accounts		21,000			20,000
Equity based compensation		30,100			39,268
Deferred income taxes		56,645			81,576
Changes in assets and liabilities:
Accounts receivable		898,670			312,164
Inventories		(243,203	)		(205,384	)
Prepaid expenses		(39,713	)		(160,742	)
Deferred revenue		(331,000	)		—
Accounts payable and accrued expenses		(235,504	)		(611,841	)
Pension and other benefits		101			40,069
Income taxes		4,079			1,410,038
Net cash provided by operating activities		413,920			1,037,074
Investing activities
Purchase of property, plant and equipment		(884,622	)		(31,956	)
Net cash used in investing activities		(884,622	)		(31,956	)
Financing activities
Long-term debt payments		(100,000	)		—
Repayment of factoring agreement		—			(428,588	)
Borrowings under line of credit		500,000			—
Net cash provided by (used in) financing activities		400,000			(428,588	)
Effect of exchange rate changes on cash		10,075			(3,622	)
Net increase in cash and cash equivalents		(60,627	)		572,908
Cash and cash equivalents at beginning of period		649,952			526,752
Cash and cash equivalents at end of period	$	589,325		$	1,099,660
Supplemental cash flow information:
Cash paid for:
Interest	$	27,603		$	9,799
Income taxes	$	6,390		$	2,725

The accompanying notes are an integral part of these consolidated financial statements.

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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 consolidated financial statements, have been included. Operating results for three and the six-month periods ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ended December 31, 2011.

The consolidated balance sheet at December 31, 2010 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, 2010.

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 sold its headquarters and primary manufacturing facility to the City of Grapevine (the “City”) for a purchase price of $2,747,000.

The Company was 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 June 2011. During May 2011 the Company relocated its corporate headquarters and primary manufacturing facility from Grapevine, TX to a new 100,500 sq. ft. building in DFW Airport, TX. The Company received a $341,000 payment towards the moving costs at closing which was recorded as “Deferred revenue” in the Company’s consolidated balance sheet as of December 31, 2010. The Company offset $207,317 of moving expense against deferred revenue in the second quarter of 2011 and an unused balance of $10,000 for related moving expenses not yet incurred remains in deferred revenue at June 30, 2011. The difference of $123,683 between the deferred revenue balance at December 31, 2010, the amount offset against moving expenses and the remaining balance in deferred revenue at June 30, 2010 was recorded as “Other Income.” The Company incurred the majority of its moving costs during the second quarter of 2011. Proceeds of the sale were used to pay off the $2 million mortgage secured by the property and for general working capital purposes.

The Company invested approximately $776,000 in the first six months of 2011 for leasehold improvements and machinery and equipment related to relocating.

3. Disneyland Concession Agreement

On September 24, 2010, the Company entered into an agreement (the “Disney Agreement”) with Disneyland Resort, a division of Walt Disney Parks and Resorts U.S., Inc., and Hong Kong International Theme Parks Limited, (collectively referred to herein as “Disney”) to provide locker services under a concession arrangement. Under the Disney Agreement, the Company installed, operates and maintains electronic lockers at Disneyland Park and Disney’s California Adventure Park in Anaheim, California and at Hong Kong Disneyland Park in Hong Kong.

The Company installed approximately 4,300 electronic lockers under the Disney Agreement. The Company retains ownership of the lockers and receives a portion of the revenue generated by the locker operations. The term of the Disney Agreement is five years and operations began in late November 2010. The Agreement contains an option for a one year renewal at Disney’s discretion. The Agreement contains a buyout option at the end of each contract year as well as a provision to compensate the Company in the event Disney terminates the Agreement without cause.

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As the Company retained ownership of the lockers, the Company capitalized the costs of the lockers related to the Disney Agreement as property, plant, and equipment and is depreciating the cost over the five year term of the agreement. The Company recognizes revenue for its portion of the revenue as it is collected.

4.	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:

	June 30, 2011		December 31, 2010
Finished products	$	140,906	$	80,329
Work-in-process		1,033,491		857,044
Raw materials		1,614,012		1,607,827
Net inventories	$	2,788,409	$	2,545,200

5.

Income Taxes

Provision for income taxes is based upon the estimated annual effective tax rate. The effective tax rate for the six months ended June 30, 2011 and 2010 differs significantly from the statutory rate primarily due to a change in the valuation allowance of approximately $47,000 and $55,000 in 2011 and 2010, respectively. The provision for income taxes for the three months ended June 30, 2011 approximates the statutory effective rate for the reported income before tax expense.

6.	Stockholders’ Equity
	On March 31, 2011, the Company issued 12,413 shares of common stock to non-employee directors and an officer and increased other capital by $8,687, representing compensation expense of $21,100. On June 30, 2011, the Company issued 5,921 shares of common stock to directors and increased other capital by $3,079 representing compensation expense of $9,000. Changes in stockholders’ equity were also due to a comprehensive loss of $61,059.
7.	Comprehensive Loss
	The following table summarizes net income (loss) plus changes in accumulated other comprehensive loss, a component of stockholders’ equity in the consolidated statement of financial position.

	Six Months Ended June 30,
	2011			2010
Net Loss	$	(69,860	)	$	(54,419	)
Foreign currency translation adjustments		13,144			(3,781	)
Minimum pension liability adjustments, net of tax effect of $(2,895) in 2011 and $(89) in 2010		(4,343	)		(134	)
Total comprehensive loss	$	(61,059	)	$	(58,334	)

	Three Months Ended June 30,
	2011			2010
Net Income	$	140,981		$	71,082
Foreign currency translation adjustments		(2,485	)		(11,360	)
Minimum pension liability adjustments, net of tax effect of $550 in 2011 and $2,441 in 2010		825			3,661
Total comprehensive income	$	139,321		$	63,383

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8.	Pension Benefits
	The following sets forth the components of net periodic employee benefit cost of the Company’s defined benefit pension plans for the three months ended June 30, 2011 and 2010:

	Six Months Ended June 30,
	Pension Benefits
	U.S. Plan						Canadian Plan
	2011			2010			2011			2010
Service cost	$	10,550		$	10,500		$	—		$	—
Interest cost		86,100			87,500			38,883			34,564
Expected return on plan assets		(45,400	)		(45,000	)		(42,670	)		(36,926	)
Net actuarial loss		—			—			7,061			3,375
Net periodic benefit cost	$	51,250		$	53,000		$	3,274		$	1,013

	Three Months Ended June 30,
	Pension Benefits
	U.S. Plan						Canadian Plan
	2011			2010			2011			2010
Service cost	$	5,275		$	5,250		$	—		$	—
Interest cost		43,050			43,750			19,625			17,338
Expected return on plan assets		(22,700	)		(22,500	)		(21,536	)		(18,523	)
Net actuarial loss		—			—			3,564			1,693
Net periodic benefit cost	$	25,625		$	26,500		$	1,653		$	508

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.

The Fair Value Measurements and Disclosure Topic of the ASC requires the categorization of financial assets and liabilities, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to the quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs. The various values of the Fair Value Measurements and Disclosure Topic of the ASC fair value hierarchy are described as follows:

Level 1 — Financial assets and liabilities whose values are based on unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.

Level 2 — Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability.

Level 3 — Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

The fair value hierarchy of the plan assets are as follows:

		June 30, 2011
		US Plan		Canadian Plan
Cash and cash equivalents	Level 1		—	$	28,928
Mutual funds	Level 1		—		1,174,979
Pooled separate accounts	Level 2	$	1,922,262		—
Total		$	1,922,262	$	1,203,907

US pension plan assets are invested solely in pooled separate account funds, which are managed by MetLife. The net asset values (“NAV”) are based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number

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of units outstanding. The NAV’s unit price of the pooled separate accounts is not quoted on any market; however, the unit price is based on the underlying investments which are traded in an active market and are priced by independent providers. There have been no significant transfers in or out of Level 1 or Level 2 fair value measurements.

For additional information on the defined benefit pension plans, please refer to Note 10 of the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

9. Earnings Per Share

The Company reports earnings per share in accordance with appropriate accounting guidance. The following table sets forth the computation of basic and diluted earnings per common share:

	Six Months Ended June 30,
	2011			2010
Numerator:
Net income (loss)	$	(69,860	)	$	(54,419	)
Denominator:
Denominator for earnings per share (basic and diluted) — weighted average shares		1,648,313			1,594,677
Income (loss) per common share (basic and diluted):	$	(0.04	)	$	(0.03	)
	Three Months Ended June 30,
	2011			2010
Numerator:
Net income (loss)	$	140,981		$	71,082
Denominator:
Denominator for earnings per share (basic and diluted) — weighted average shares		1,654,519			1,600,338
Income (loss) per common share (basic and diluted):	$	0.09		$	0.04

The Company had 12,000 stock options outstanding at June 30, 2011 and 2010, respectively, which were not included in the common share computation for loss per share, as the common stock equivalents were anti-dilutive.

10. Debt

On December 8, 2010, the Company entered into a credit agreement (the “Loan Agreement”) with Bank of America Merrill Lynch (“BAML”), pursuant to which the Company obtained a $1 million term loan (the “Term Loan”) and a $2.5 million revolving line of credit (the “Line of Credit”).

The proceeds of the Term Loan were used to fund the Company’s investment in lockers used in the Disneyland concession agreement. The proceeds of the Line of Credit will be used primarily for working capital needs in the ordinary course of business and for general corporate purposes.

The Company can borrow, repay and re-borrow principal under the Line of Credit from time to time during its term, but the outstanding principal balance of the Line of Credit may not exceed the lesser of the borrowing base or $2,500,000. For purposes of the Line of Credit, “borrowing base” is calculated by multiplying eligible accounts receivable of the Company by 80% and eligible raw material and finished goods by 50%. As of June 30, 2011 there was $500,000 outstanding on the Line of Credit.

The outstanding principal balances of the Line of Credit and the Term Loan bear interest at the one month LIBOR rate plus 375 basis points (3.75%). Accrued interest payments on the outstanding principal balance of the Line of Credit are due monthly, and all outstanding principal payments under the Line of Credit, together with all accrued but unpaid interest, is due at maturity, or December 8, 2011. Payments on the Term Loan, consisting of $16,667 in principal plus accrued interest, began in 2011. The entire outstanding balance of the Term Loan is due on December 8, 2015.

The Loan Agreement is secured by a first priority lien on all of the Company’s accounts receivable, inventory and equipment pursuant to a Security Agreement between the Company and BAML (the “Credit Security Agreement”).

The Credit Security Agreement and Loan Agreement contain covenants, including financial covenants, with which the Company must comply, including a debt service coverage ratio and a funded debt to EBITDA ratio. Subject to the Lender’s consent, the Company is prohibited under the Credit Security Agreement and the Loan Agreement, except under certain circumstances, from incurring or assuming additional debt and from permitting liens to be placed upon any of its property, assets or revenues.

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Additionally, the Company is prohibited from entering into certain transactions, including a merger or consolidation, without the Lender’s consent.

11. 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 (a reduction of approximately 40% of the Company’s workforce) 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 resulted in severance and payroll charges during the year ended December 31, 2009 of approximately $264,000. As of June 30, 2011, the remaining balance of these payments is expected to be made over the next six months. Additionally, the Company expects to incur $100,000 in relocation expenses, which has not been accrued for, when it relocates its Ellicottville, New York operations to Texas during 2011. The restructuring and relocation is expected to result in approximately $240,000 in annual savings when completed. To implement the January 2009 restructuring plan, management anticipates incurring aggregate impairment charges and costs of $396,000 of which $296,000 have been previously incurred. Accrued restructuring expenses of $144,000 are included in “Other accrued expenses” in the Company’s consolidated balance sheet.

The following table analyzes the changes in the Company’s reserve with respect to the restructuring plan for the six months ended June 30, 2011:

	December 31, 2010		Expense		Payment/Charges			June 30, 2011
Severance	$	132,000		—	$	(1,613	)	$	130,387
Other		12,000		—		—			12,000
Total	$	144,000		—	$	(1,613	)	$	142,387

The following table analyzes the changes in the Company’s reserve with respect to the restructuring plan for the three months ended June 30, 2011:

	March 31, 2011		Expense		Payment/Charges			June 30, 2011
Severance	$	132,000		—	$	(1,613	)	$	130,387
Other		12,000		—		—			12,000
Total	$	144,000		—	$	(1,613	)	$	142,387

12.	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 226 cases pending in state court in Massachusetts and one 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

13

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 31 cases with funds authorized and provided by the Company’s insurance carrier. Further, over 157 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 March 9, 2011, the most recent date data is available, is approximately 39 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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Effect of New Accounting Guidance

None.

Results of Operations — the Six Months Ended June 30, 2011 Compared to the Six Months Ended June 30, 2010

Overall Results and Outlook

The financial market and economic turmoil and the related disruption of the credit markets caused a significant slowdown in new construction of multifamily and commercial buildings starting in the second half of 2008 and continuing to the present has constrained revenue growth in 2011. The economic crisis also negatively impacted the Company’s customers in the travel and recreation industries. New construction in these markets is a key driver of revenue for the Company. Because of the Company’s relocation in the second quarter, some shipments planned for the second quarter of 2011 were deferred to July.

Consolidated net sales for the first six months of 2011 reflect an increase of $307,417, as compared to 2010, to $6,159,051, representing a 5.3% increase. This increase was primarily attributable to increases in concession revenue from the Disney agreement. Pre-tax operating results declined to a pre-tax loss of $82 for the first six months of 2011 from pre-tax income of $30,260 for the first six months of 2010. After tax operating results declined to net loss of $69,860 for the first six months of 2011 from a net loss of $54,419 for the first six months of 2010. Net loss per share (basic and diluted) was $0.04 in the first six months of 2011, an increase from a net loss per share (basic and diluted) of $0.03 for the first six months of 2010.

Net Sales

Consolidated net sales for the six months ended June 30, 2011 were $6,159,051, an increase of $307,417, or 5.3%, compared to net sales of $5,851,634 for the same period of 2010. Manufacturing disruptions related to the Company’s move constrained revenue growth for the six months ended June 30, 2011. Sales of lockers for the six months ended June 30, 2011 were $4,398,705, an increase of $115,172, or 2.7%, compared to sales of $4,283,533 for the same period of 2010. The increase is primarily attributable to increased market share resulting from the Company reorganization of its outside sales efforts to focus on larger projects and inside sales to focus on facilitating smaller orders and servicing distributors.

Concession revenue for the six months ended June 30, 2011 was $561,227, an increase of $502,826 or 861.0% from concession revenue of $58,401 for the same period of 2010. The concession revenue increase was driven by the Disneyland Resort and Hong Kong Disneyland concessions which commenced operations in late November 2010. Additionally, sales of mailboxes were $1,062,501 for the six months ended June 30, 2011, a decrease of $56,949, or 5.1%, compared to sales of $1,119,450 for the same period of 2010. Decreased mailbox sales were the result of decreased sales of post office boxes to the United States Postal Service and the private market.

Sales of contract manufacturing services were $136,618 for the six months ended June 30, 2011 compared to $390,250 for the same period of 2010. This decrease was primarily due to the refocusing of sales efforts from bid-based, short duration contracts to sustainable relationships with Fortune 1000 customers as described below. As part of this process, the Company dramatically reduced its business with the customer that accounted for most of its contract manufacturing revenue in 2010.

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Contract manufacturing includes the manufacture of metal furniture, electrical enclosures and other metal products for third party customers. Revenue from contract manufacturing is volatile and should be expected to vary substantially from quarter to quarter. In order to increase the stability and growth of contract manufacturing revenue, the Company has refocused its contract manufacturing efforts on selling electrical enclosures and components to Fortune 1000 customers. This will allow the Company to benefit from the trend of bringing the manufacturing of items back to the United States that were previously manufactured overseas. This process improves quality, reduces lead time and reduces total costs for the end user.

	Six Months Ended June 30,				Percentage
	2011		2010		Increase/(Decrease)
Lockers	$	4,398,705	$	4,283,533		2.7	%
Mailboxes		1,062,501		1,119,450		(5.1	)%
Contract Manufacturing		136,618		390,250		(65.0	)%
Concession Revenues		561,227		58,401		861.0	%
Total	$	6,159,051	$	5,851,634		5.3	%

Gross Margin

Consolidated gross margin for the six months ended June 30, 2011 was $1,947,856, or 31.6% of net sales, compared to $2,140,303, or 36.6% of net sales, for the same period of 2010, a decrease of $192,447, or 9.0%. The decrease in gross margin as a percentage of sales was primarily due to increased raw material costs for aluminum and steel, and the commencement of rent at the new facility.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the six months ended June 30, 2011 were $2,050,821 or 33.3% of net sales, compared to $2,104,154 or 35.9% of net sales for the same period of 2010, a decrease of $53,333, or 2.5%. The decrease was primarily due to a decrease in legal fees of approximately $55,000 for the six months ended June 30, 2011, as compared to the same period in 2010.

Interest Expense

Interest expense for the six months ended June 30, 2011 was $27,861, an increase of $18,062, or 184.3%, compared to interest expense of $9,799 for the same period of 2010. This increase is due to the Company entering into a new loan agreement with Bank of America Merrill Lynch on December 8, 2010.

Other Income

During May 2011 the Company relocated its corporate headquarters and Texas manufacturing facility from Grapevine, TX to a new 100,500 sq. ft. building in DFW Airport, TX.

The Company sold its prior location to the City of Grapevine (“the City”) in 2009 (see note 2 to the consolidated financial statements). The City provided $341,000 for a relocation allowance which was recorded on the balance sheet as “Deferred revenue.” The Company offset $207,317 of moving expense against deferred revenue in the second quarter of 2011 and an unused balance of $10,000 for related moving expenses not yet incurred remains in deferred revenue at June 30, 2011. The difference of $123,683 between the total deferred revenue, moving expenses incurred in the first six months and those not yet incurred was recorded as an increase to “Other Income” in the current quarter.

Income Taxes

For the six months ended June 30, 2011, the Company recorded an income tax expense of $69,778, compared to an income tax expense of $84,679 for the same period of 2010. The Company’s effective tax rate differs significantly from the statutory rate primarily due to a decrease in the valuation allowance for net operating loss of $47,000.

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.

15

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:

• 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; 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:

	Six Months Ended June 30,
	2011			2010
Net loss	$	(69,860	)	$	(54,419	)
Income tax expense (benefit)		69,778			84,679
Interest expense		27,861			9,799
Other income (move allowance in excess of expense)		(123,683	)		—
Depreciation and amortization expense		322,605			164,162
Equity based compensation		30,100			39,268
Adjusted EBITDA	$	256,801		$	243,489
Adjusted EBITDA as a percentage of revenues		4.2	%		4.2	%

Results of Operations — Three Months Ended June 30, 2011 Compared to the Three Months Ended June 30, 2010

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 starting in the second half of 2008 and continuing to the present has constrained revenue growth in 2011. 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. Because of the Company’s relocation in the second quarter some shipments planned for the second quarter of 2011 were deferred until July.

Consolidated net sales for the second quarter of 2011 reflect an increase in net sales of $196,944 to $3,309,340 when compared to net sales of $3,112,396 for the same period of 2010, representing a 6.3% increase. This increase was primarily attributable to an increase in concession revenue relating to the Disney Agreement offsetting a decline in mailboxes. Pre-tax operating results improved to a pre-tax profit of $204,023 for the second quarter of 2011 from a pre-tax profit of $124,093 for the second quarter of 2010. After tax operating results improved to net income of $140,981 for the second quarter of 2011 from a net income of $71,082 for the second quarter of 2010. Net income per share (basic and diluted) was $0.09 in the second quarter of 2011, an increase from a net income per share (basic and diluted) of $0.04 for the second quarter of 2010.

Net Sales

Consolidated net sales for the three months ended June 30, 2011 were $3,309,340, an increase of $196,944, or 6.3%, compared to net sales of $3,112,396 for the same period of 2010. Manufacturing disruptions related to the Company’s move constrained revenue growth for the three months ended June 30, 2011. Sales of lockers for the three months ended June 30, 2011 were $2,538,071, an increase of $33,749, or 1.3%, compared to sales of $2,504,322 for the same period of 2010. The increase is primarily attributable to

16

increased market share resulting from the Company reorganization of its outside sales efforts to focus on larger projects and inside sales to focus on facilitating smaller orders and servicing distributors.

Concession revenue for the three months ended June 30, 2011 was $301,594, an increase of $288,320 or 2172.0% from concession revenue of $13,274 for the same period of 2010. The concession revenue increase was driven by the Disneyland Resort and Hong Kong Disneyland concessions which commenced operations in late November 2010. Additionally, sales of mailboxes were $407,131 for the three months ended June 30, 2011, a decrease of $170,308, or 29.5%, compared to sales of $577,439 for the same period of 2010. Decreased mailbox sales were the result of decreased sales of post office boxes to the United States Postal Service and the private market.

Sales of contract manufacturing services were $62,544 for the three months ended June 30, 2011 compared to $17,361 for the same period of 2010. This increase was primarily due to the refocusing of sales efforts from bid-based, short duration contracts to sustainable relationships with Fortune 1000 customers as described below.

Contract manufacturing includes the manufacture of metal furniture, electrical enclosures and other metal products for third party customers. Revenue from contract manufacturing is volatile and should be expected to vary substantially from quarter to quarter. In order to increase the stability and growth of contract manufacturing revenue, the Company has refocused its contract manufacturing efforts on selling electrical enclosures and components to Fortune 1000 customers. This will allow the Company to benefit from the trend of bringing the manufacturing of items back to the United States that were previously manufactured overseas. This process improves quality, reduces lead time and reduces total costs for the end user.

	Three Months Ended June 30,				Percentage
	2011		2010		Increase/(Decrease)
Lockers	$	2,538,071	$	2,504,322		1.3	%
Mailboxes		407,131		577,439		(29.5	)%
Contract Manufacturing		62,544		17,361		260.3	%
Concession Revenues		301,594		13,274		2172.1	%
Total	$	3,309,340	$	3,112,396		6.3	%

Gross Margin

Consolidated gross margin for the three months ended June 30, 2011 was $1,148,585, or 34.7% of net sales, compared to $1,201,017, or 38.6% of net sales, for the same period of 2010, a decrease of $52,432, or 4.4%. The decrease in gross margin as a percentage of sales was primarily due to increased raw material costs for aluminum and steel, and the commencement of rent at the new facility. Gross margin also decreased as a result of labor inefficiencies relating to the relocation.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended June 30, 2011 were $1,072,737 or 32.4% of net sales, compared to $1,070,625, or 34.4% of net sales for the same period of 2010, an increase of $2,112, or 0.2%. This reflects the nature of the selling, general and administrative expenses as being relatively fixed at this revenue level.

Interest Expense

Interest expense for the three month period ended June 30, 2011 was $14,384, an increase of $11,834, or 464.1%, compared to interest expense of $2,550 for the same period of 2010. This increase is due to the Company entering into a new loan agreement with Bank of America Merrill Lynch on December 8, 2010.

Other Income

During May 2011 the Company relocated its corporate headquarters and Texas manufacturing facility from Grapevine, TX to a new 100,500 sq. ft. building in DFW Airport, TX.

The Company sold its prior location to the City of Grapevine (“the City”) in 2009 (see note 2 to the consolidated financial statements). The City provided $341,000 for a relocation allowance which was recorded on the balance sheet as “Deferred revenue.” The Company offset $207,317 of moving expense against deferred revenue in the second quarter of 2011 and an unused balance of $10,000 for related moving expenses not yet incurred remains in deferred revenue at June 30, 2011. The difference of $123,683 between the total

17

deferred revenue, moving expenses incurred in the first six months and those not yet incurred was recorded as an increase to “Other Income” in the current quarter.

Income Taxes

For the second quarter of 2011, the Company recorded an income tax expense of $63,042 compared to an income tax expense of $53,011 for the same period of 2010. The Company’s effective tax rate on earnings was approximately 30.9% and 42.7% in the second quarter of 2011 and 2010, respectively. The lower effective tax rate in 2011 was primarily due to a decrease in the valuation allowance for net operating loss of $13,000.

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 believe 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:

• 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;

• Does not reflect any cash requirements for assets being depreciated and amortized that may have to be replaced in the future; and

• Excludes onetime expenses and equity compensation.

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 June 30,
	2011			2010
Net income (loss)	$	140,981		$	71,082
Income tax expense (benefit)		63,042			53,011
Interest expense		14,384			2,550
Other income (move allowance in excess of expense)		(123,683	)		—
Depreciation and amortization expense		165,160			77,029
Equity based compensation		9,000			17,938
Adjusted EBITDA	$	268,884		$	221,610
Adjusted EBITDA as a percentage of revenues		8.1	%		7.1	%

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 June 30,		As of December 31,
	2011		2010
Current Ratio		1.73 to 1		1.96 to 1
Working Capital	$	2,409,976	$	3,011,293

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The decrease in working capital of $601,317 relates primarily to the net loss for the six months ended June 30, 2011 of $69,860, as well as approximately $776,000 worth of leasehold improvements and machinery and equipment purchases related to the new facility.

The Company’s capital expenditures approximated $885,000 and $1,969,000 for the six months ended June 30, 2011 and twelve months ended December 31, 2010, respectively. The majority of these capital expenditures were related to relocating our headquarters and for equipment supporting concession contracts. Relocation related capital expenditures are substantially complete. Except for capital expenditures to support future concession contracts, the Company expects future capital expenditures to be lower than the amounts expended in 2010 and the first six months of 2011.

The Company’s primary sources of liquidity include available cash and cash equivalents and borrowings available under the Line of Credit.

Expected uses of cash in fiscal 2011 include funds required to support the Company’s operating activities, capital expenditures and contributions to the Company’s defined benefit pension plans.

The Company has taken steps to enhance its liquidity position with the Loan Agreement, which expands its ability to leverage accounts receivable and inventory. The Company’s plans to manage its liquidity position in 2011 include maintaining an intense focus on controlling expenses, continuing the Company’s implementation of LEAN manufacturing processes, and reducing inventory levels by increasing sales and using excess capacity by manufacturing products for outside parties.

The Company has considered the impact of the financial outlook on its liquidity and has performed an analysis of the key assumptions in its forecast. Based upon these analyses and evaluations, the Company expects that its anticipated sources of liquidity will be sufficient to meet its obligations without disposition of assets outside of the ordinary course of business or significant revisions of the Company’s planned operations through 2011.

Since 2008 the credit markets have experienced significant dislocations and liquidity disruptions. These factors materially impacted debt markets, making financing terms for borrowers less attractive, and in certain cases have resulted in the unavailability of certain types of debt financing. Although credit availability has improved, continued uncertainty in the credit markets, as well as the repercussions of Standard and Poor’s decision to downgrade the United State’s credit rating on August 5, 2011, may still negatively impact the Company’s ability to access additional debt financing on favorable terms, or at all. The credit market disruptions could impair the Company’s ability to fund operations, limit the Company’s ability to expand the business or increase interest expense, which could have a material adverse effect on the Company’s financial results.

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.

Unregistered Sale of Equity Securities

In March 2011, the Company granted a total of 12,413 shares of common stock to non-employee directors and an officer. The shares were granted in consideration of services, and were valued at the market value on the date of grant. The issuance of the shares was exempt from registration pursuant to Section 4(2) of the Securities Act, as the issuance did not involve a public offering of securities.

In June 2011, the Company granted a total of 5,921 shares of common stock to non-employee directors. The shares were granted in consideration of services, and were valued at the market value on the date of grant. The issuance of the shares was exempt from registration pursuant to Section 4(2) of the Securities Act, as the issuance did not involve a public offering of securities.

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 and Hong Kong operations subject the Company to foreign currency risk, though it is not considered a significant risk since the foreign operations’ net assets represented only 14.6% of the Company’s aggregate net assets at June 30, 2011. Presently, management does not hedge its foreign currency risk.

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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 June 30, 2011. 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, the principal executive officer and principal accounting officer of the Company have concluded that the Company’s disclosure controls and procedures as of June 30, 2011 were 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. There have been no changes in the Company’s internal control over financial reporting that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

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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.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

** Furnished herewith

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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
August 15, 2011	By:	/s/ Allen D. Tilley
		Allen D. Tilley
		Chief Executive Officer
August 15, 2011	By:	/s/ David C. Shiring
		David C. Shiring
		Chief Financial Officer

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Allen D. Tilley, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of American Locker Group Incorporated;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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;
4.	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)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	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
(d)	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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. 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 like 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.

Date: August 15, 2011	By:	/s/ Allen D. Tilley
		Allen D. Tilley
		Chief Executive Officer

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EX-31.2

Exhibit 31.2

CERTIFICATION

I, David C. Shiring, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of American Locker Group Incorporated;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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;
4.	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)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	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
(d)	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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. 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 like 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.

Date: August 15, 2011	By:	/s/ David C. Shiring
		David C. Shiring
		Chief Financial Officer

24

EX-32.1

Exhibit 32.1

Certifications 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 quarter ended June 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the respective 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 operations of the Company.

Dated: August 15 , 2011

/s/ Allen D. Tilley  

Allen D. Tilley 

Chief Executive Officer 

/s/ David C. Shiring  

David C. Shiring 

Chief Financial Officer 

25

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Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2011	Dec. 31, 2010
Current assets:
Accounts receivable, allowance for doubtful accounts	$ 155,000	$ 134,000
Stockholders' equity:
Common stock, par value	$ 1.00	$ 1.00
Common stock, shares authorized	4,000,000	4,000,000
Common stock, shares issued	1,852,440	1,834,106
Common stock, shares outstanding	1,660,440	1,642,106
Treasury stock, shares	192,000	192,000

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Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Consolidated Statements of Operations [abstract]
Net Sales	$ 3,309,340	$ 3,112,396	$ 6,159,051	$ 5,851,634
Cost of products sold	2,160,755	1,911,379	4,211,195	3,711,331
Gross profit	1,148,585	1,201,017	1,947,856	2,140,303
Selling, general and administrative expenses	1,072,737	1,070,625	2,050,821	2,104,154
Total selling, general and administrative	1,072,737	1,070,625	2,050,821	2,104,154
Total operating income (loss)	75,848	130,392	(102,965)	36,149
Other income (expense):
Interest income	66	209	74	17,509
Other income (expense) - net	142,493	(3,958)	130,670	(13,599)
Interest expense	(14,384)	(2,550)	(27,861)	(9,799)
Total other income (expense)	128,175	(6,299)	102,883	(5,889)
Income (loss) before income taxes	204,023	124,093	(82)	30,260
Income tax expense	(63,042)	(53,011)	(69,778)	(84,679)
Net loss	$ 140,981	$ 71,082	$ (69,860)	$ (54,419)
Weighted average common shares:
Basic	1,654,519	1,600,338	1,648,313	1,594,677
Diluted	1,654,519	1,600,338	1,648,313	1,594,677
Income (Loss) per share of common stock:
Basic	$ 0.09	$ 0.04	$ (0.04)	$ (0.03)
Diluted	$ 0.09	$ 0.04	$ (0.04)	$ (0.03)

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Document and Entity Information (USD $)	6 Months Ended
	Jun. 30, 2011	Aug. 15, 2011	Jun. 30, 2010
Document and Entity Information [Abstract]
Entity Registrant Name	AMERICAN LOCKER GROUP INC
Entity Central Index Key	0000008855
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 1,579,803
Entity Common Stock, Shares Outstanding		1,660,440

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Comprehensive Loss

6 Months Ended

Jun. 30, 2011

Stockholders' Equity/Comprehensive Loss [Abstract]

Comprehensive Loss

7.	Comprehensive Loss
	The following table summarizes net income (loss) plus changes in accumulated other comprehensive loss, a component of stockholders’ equity in the consolidated statement of financial position.

	Six Months Ended June 30,
	2011			2010
Net Loss	$	(69,860	)	$	(54,419	)
Foreign currency translation adjustments		13,144			(3,781	)
Minimum pension liability adjustments, net of tax effect of $(2,895) in 2011 and $(89) in 2010		(4,343	)		(134	)
Total comprehensive loss	$	(61,059	)	$	(58,334	)

	Three Months Ended June 30,
	2011			2010
Net Income	$	140,981		$	71,082
Foreign currency translation adjustments		(2,485	)		(11,360	)
Minimum pension liability adjustments, net of tax effect of $550 in 2011 and $2,441 in 2010		825			3,661
Total comprehensive income	$	139,321		$	63,383

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2011

Commitments and Contingencies [Abstract]

Commitments and Contingencies

12.	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 226 cases pending in state court in Massachusetts and one 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 31 cases with funds authorized and provided by the Company’s insurance carrier. Further, over 157 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 March 9, 2011, the most recent date data is available, is approximately 39 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.

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Disneyland Concession Agreement

6 Months Ended

Jun. 30, 2011

Disneyland Concession Agreement [Abstract]

Disneyland Concession Agreement

3. Disneyland Concession Agreement

On September 24, 2010, the Company entered into an agreement (the “Disney Agreement”) with Disneyland Resort, a division of Walt Disney Parks and Resorts U.S., Inc., and Hong Kong International Theme Parks Limited, (collectively referred to herein as “Disney”) to provide locker services under a concession arrangement. Under the Disney Agreement, the Company installed, operates and maintains electronic lockers at Disneyland Park and Disney’s California Adventure Park in Anaheim, California and at Hong Kong Disneyland Park in Hong Kong.

The Company installed approximately 4,300 electronic lockers under the Disney Agreement. The Company retains ownership of the lockers and receives a portion of the revenue generated by the locker operations. The term of the Disney Agreement is five years and operations began in late November 2010. The Agreement contains an option for a one year renewal at Disney’s discretion. The Agreement contains a buyout option at the end of each contract year as well as a provision to compensate the Company in the event Disney terminates the Agreement without cause.

As the Company retained ownership of the lockers, the Company capitalized the costs of the lockers related to the Disney Agreement as property, plant, and equipment and is depreciating the cost over the five year term of the agreement. The Company recognizes revenue for its portion of the revenue as it is collected.

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Earnings Per Share

6 Months Ended

Jun. 30, 2011

Earnings Per Share [Abstract]

Earnings Per Share

9. Earnings Per Share

The Company reports earnings per share in accordance with appropriate accounting guidance. The following table sets forth the computation of basic and diluted earnings per common share:

	Six Months Ended June 30,
	2011			2010
Numerator:
Net income (loss)	$	(69,860	)	$	(54,419	)
Denominator:
Denominator for earnings per share (basic and diluted) — weighted average shares		1,648,313			1,594,677
Income (loss) per common share (basic and diluted):	$	(0.04	)	$	(0.03	)
	Three Months Ended June 30,
	2011			2010
Numerator:
Net income (loss)	$	140,981		$	71,082
Denominator:
Denominator for earnings per share (basic and diluted) — weighted average shares		1,654,519			1,600,338
Income (loss) per common share (basic and diluted):	$	0.09		$	0.04

The Company had 12,000 stock options outstanding at June 30, 2011 and 2010, respectively, which were not included in the common share computation for loss per share, as the common stock equivalents were anti-dilutive.

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Debt

6 Months Ended

Jun. 30, 2011

Debt [Abstract]

Debt

10. Debt

On December 8, 2010, the Company entered into a credit agreement (the “Loan Agreement”) with Bank of America Merrill Lynch (“BAML”), pursuant to which the Company obtained a $1 million term loan (the “Term Loan”) and a $2.5 million revolving line of credit (the “Line of Credit”).

The proceeds of the Term Loan were used to fund the Company’s investment in lockers used in the Disneyland concession agreement. The proceeds of the Line of Credit will be used primarily for working capital needs in the ordinary course of business and for general corporate purposes.

The Company can borrow, repay and re-borrow principal under the Line of Credit from time to time during its term, but the outstanding principal balance of the Line of Credit may not exceed the lesser of the borrowing base or $2,500,000. For purposes of the Line of Credit, “borrowing base” is calculated by multiplying eligible accounts receivable of the Company by 80% and eligible raw material and finished goods by 50%. As of June 30, 2011 there was $500,000 outstanding on the Line of Credit.

The outstanding principal balances of the Line of Credit and the Term Loan bear interest at the one month LIBOR rate plus 375 basis points (3.75%). Accrued interest payments on the outstanding principal balance of the Line of Credit are due monthly, and all outstanding principal payments under the Line of Credit, together with all accrued but unpaid interest, is due at maturity, or December 8, 2011. Payments on the Term Loan, consisting of $16,667 in principal plus accrued interest, began in 2011. The entire outstanding balance of the Term Loan is due on December 8, 2015.

The Loan Agreement is secured by a first priority lien on all of the Company’s accounts receivable, inventory and equipment pursuant to a Security Agreement between the Company and BAML (the “Credit Security Agreement”).

The Credit Security Agreement and Loan Agreement contain covenants, including financial covenants, with which the Company must comply, including a debt service coverage ratio and a funded debt to EBITDA ratio. Subject to the Lender’s consent, the Company is prohibited under the Credit Security Agreement and the Loan Agreement, except under certain circumstances, from incurring or assuming additional debt and from permitting liens to be placed upon any of its property, assets or revenues.

Additionally, the Company is prohibited from entering into certain transactions, including a merger or consolidation, without the Lender’s consent.

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Pension Benefits

6 Months Ended

Jun. 30, 2011

Pension Benefits [Abstract]

Pension Benefits

8.	Pension Benefits
	The following sets forth the components of net periodic employee benefit cost of the Company’s defined benefit pension plans for the three months ended June 30, 2011 and 2010:

	Six Months Ended June 30,
	Pension Benefits
	U.S. Plan						Canadian Plan
	2011			2010			2011			2010
Service cost	$	10,550		$	10,500		$	—		$	—
Interest cost		86,100			87,500			38,883			34,564
Expected return on plan assets		(45,400	)		(45,000	)		(42,670	)		(36,926	)
Net actuarial loss		—			—			7,061			3,375
Net periodic benefit cost	$	51,250		$	53,000		$	3,274		$	1,013

	Three Months Ended June 30,
	Pension Benefits
	U.S. Plan						Canadian Plan
	2011			2010			2011			2010
Service cost	$	5,275		$	5,250		$	—		$	—
Interest cost		43,050			43,750			19,625			17,338
Expected return on plan assets		(22,700	)		(22,500	)		(21,536	)		(18,523	)
Net actuarial loss		—			—			3,564			1,693
Net periodic benefit cost	$	25,625		$	26,500		$	1,653		$	508

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.

The Fair Value Measurements and Disclosure Topic of the ASC requires the categorization of financial assets and liabilities, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to the quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs. The various values of the Fair Value Measurements and Disclosure Topic of the ASC fair value hierarchy are described as follows:

Level 1 — Financial assets and liabilities whose values are based on unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.

Level 2 — Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability.

Level 3 — Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

The fair value hierarchy of the plan assets are as follows:

		June 30, 2011
		US Plan		Canadian Plan
Cash and cash equivalents	Level 1		—	$	28,928
Mutual funds	Level 1		—		1,174,979
Pooled separate accounts	Level 2	$	1,922,262		—
Total		$	1,922,262	$	1,203,907

US pension plan assets are invested solely in pooled separate account funds, which are managed by MetLife. The net asset values (“NAV”) are based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of units outstanding. The NAV’s unit price of the pooled separate accounts is not quoted on any market; however, the unit price is based on the underlying investments which are traded in an active market and are priced by independent providers. There have been no significant transfers in or out of Level 1 or Level 2 fair value measurements.

For additional information on the defined benefit pension plans, please refer to Note 10 of the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

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Basis of Presentation

6 Months Ended

Jun. 30, 2011

Basis of Presentation [Abstract]

Basis of Presentation

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 consolidated financial statements, have been included. Operating results for three and the six-month periods ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ended December 31, 2011.

The consolidated balance sheet at December 31, 2010 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, 2010.

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.

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Inventories

6 Months Ended

Jun. 30, 2011

Inventories [Abstract]

Inventories

4.	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:

	June 30, 2011		December 31, 2010
Finished products	$	140,906	$	80,329
Work-in-process		1,033,491		857,044
Raw materials		1,614,012		1,607,827
Net inventories	$	2,788,409	$	2,545,200

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Income Taxes

6 Months Ended

Jun. 30, 2011

Income Taxes [Abstract]

Income Taxes

5.

Income Taxes

Provision for income taxes is based upon the estimated annual effective tax rate. The effective tax rate for the six months ended June 30, 2011 and 2010 differs significantly from the statutory rate primarily due to a change in the valuation allowance of approximately $47,000 and $55,000 in 2011 and 2010, respectively. The provision for income taxes for the three months ended June 30, 2011 approximates the statutory effective rate for the reported income before tax expense.

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Stockholders' Equity

6 Months Ended

Jun. 30, 2011

Stockholders' Equity/Comprehensive Loss [Abstract]

Stockholders' Equity

6.

Stockholders’ Equity

On March 31, 2011, the Company issued 12,413 shares of common stock to non-employee directors and an officer and increased other capital by $8,687, representing compensation expense of $21,100. On June 30, 2011, the Company issued 5,921 shares of common stock to directors and increased other capital by $3,079 representing compensation expense of $9,000. Changes in stockholders’ equity were also due to a comprehensive loss of $61,059.

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Consolidated Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Operating activities
Net loss	$ (69,860)	$ (54,419)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	322,605	166,345
Provision for uncollectible accounts	21,000	20,000
Equity based compensation	30,100	39,268
Deferred income taxes	56,645	81,576
Changes in assets and liabilities:
Accounts receivable	898,670	312,164
Inventories	(243,203)	(205,384)
Prepaid expenses	(39,713)	(160,742)
Deferred revenue	(331,000)
Accounts payable and accrued expenses	(235,504)	(611,841)
Pension and other benefits	101	40,069
Income taxes	4,079	1,410,038
Net cash provided by operating activities	413,920	1,037,074
Investing activities
Purchase of property, plant and equipment	(884,622)	(31,956)
Net cash used in investing activities	(884,622)	(31,956)
Financing activities
Long-term debt payments	(100,000)
Repayment of factoring agreement		(428,588)
Borrowings under line of credit	500,000
Net cash provided by (used in) financing activities	400,000	(428,588)
Effect of exchange rate changes on cash	10,075	(3,622)
Net increase in cash and cash equivalents	(60,627)	572,908
Cash and cash equivalents at beginning of period	649,952	526,752
Cash and cash equivalents at end of period	589,325	1,099,660
Cash paid for:
Interest	27,603	9,799
Income taxes	$ 6,390	$ 2,725

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Sale of Property

6 Months Ended

Jun. 30, 2011

Property, Plant and Equipment [Abstract]

Sale of Property

2. Sale of Property

On September 18, 2009, the Company sold its headquarters and primary manufacturing facility to the City of Grapevine (the “City”) for a purchase price of $2,747,000.

The Company was 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 June 2011. During May 2011 the Company relocated its corporate headquarters and primary manufacturing facility from Grapevine, TX to a new 100,500 sq. ft. building in DFW Airport, TX. The Company received a $341,000 payment towards the moving costs at closing which was recorded as “Deferred revenue” in the Company’s consolidated balance sheet as of December 31, 2010. The Company offset $207,317 of moving expense against deferred revenue in the second quarter of 2011 and an unused balance of $10,000 for related moving expenses not yet incurred remains in deferred revenue at June 30, 2011. The difference of $123,683 between the deferred revenue balance at December 31, 2010, the amount offset against moving expenses and the remaining balance in deferred revenue at June 30, 2010 was recorded as “Other Income.” The Company incurred the majority of its moving costs during the second quarter of 2011. Proceeds of the sale were used to pay off the $2 million mortgage secured by the property and for general working capital purposes.

The Company invested approximately $776,000 in the first six months of 2011 for leasehold improvements and machinery and equipment related to relocating.

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Restructuring

6 Months Ended

Jun. 30, 2011

Restructuring [Abstract]

Restructuring

11. 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 (a reduction of approximately 40% of the Company’s workforce) 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 resulted in severance and payroll charges during the year ended December 31, 2009 of approximately $264,000. As of June 30, 2011, the remaining balance of these payments is expected to be made over the next six months. Additionally, the Company expects to incur $100,000 in relocation expenses, which has not been accrued for, when it relocates its Ellicottville, New York operations to Texas during 2011. The restructuring and relocation is expected to result in approximately $240,000 in annual savings when completed. To implement the January 2009 restructuring plan, management anticipates incurring aggregate impairment charges and costs of $396,000 of which $296,000 have been previously incurred. Accrued restructuring expenses of $144,000 are included in “Other accrued expenses” in the Company’s consolidated balance sheet.

The following table analyzes the changes in the Company’s reserve with respect to the restructuring plan for the six months ended June 30, 2011:

	December 31, 2010		Expense		Payment/Charges			June 30, 2011
Severance	$	132,000		—	$	(1,613	)	$	130,387
Other		12,000		—		—			12,000
Total	$	144,000		—	$	(1,613	)	$	142,387

The following table analyzes the changes in the Company’s reserve with respect to the restructuring plan for the three months ended June 30, 2011:

	March 31, 2011		Expense		Payment/Charges			June 30, 2011
Severance	$	132,000		—	$	(1,613	)	$	130,387
Other		12,000		—		—			12,000
Total	$	144,000		—	$	(1,613	)	$	142,387

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Consolidated Balance Sheets (USD $)	Jun. 30, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 589,325	$ 649,952
Accounts receivable, less allowance for doubtful accounts of approximately $155,000 in 2011 and $134,000 in 2010	1,690,126	2,370,642
Inventories, net	2,788,409	2,545,200
Prepaid expenses	267,440	227,570
Deferred income taxes	397,871	358,481
Total current assets	5,733,171	6,151,845
Property, plant and equipment:
Land	500	500
Buildings and leasehold improvements	983,800	397,136
Machinery and equipment	10,383,604	10,050,517
Total property, plant and equipment	11,367,904	10,448,153
Less allowance for depreciation and amortization	(7,794,878)	(7,442,888)
Net property, plant and equipment	3,573,026	3,005,265
Other noncurrent assets	47,255	41,545
Deferred income taxes	411,827	510,635
Total assets	9,765,279	9,709,290
Current liabilities:
Accounts payable	2,025,070	1,992,819
Commissions, salaries, wages, and taxes thereon	125,032	193,006
Income taxes payable	69,278	65,203
Revolving line of credit	500,000	0
Current portion of long-term debt	200,000	200,000
Deferred revenue	10,000	341,000
Other accrued expenses	393,815	348,524
Total current liabilities	3,323,195	3,140,552
Long-term liabilities:
Long-term debt, net of current portion	700,000	800,000
Pension and other benefits	1,470,484	1,466,179
Total long-term liabilities	2,170,484	2,266,179
Total liabilities	5,493,679	5,406,731
Commitments and contingencies (Note 12)
Stockholders' equity:
Common stock, $1.00 par value: Authorized shares - 4,000,000; Issued shares - 1,852,440 in 2011 and 1,834,106 in 2010; Outstanding shares - 1,660,440 in 2011 and 1,642,106 in 2010	1,852,440	1,834,106
Other capital	277,037	265,271
Retained earnings	4,894,146	4,964,006
Treasury stock at cost, 192,000 shares	(2,112,000)	(2,112,000)
Accumulated other comprehensive loss	(640,023)	(648,824)
Total stockholders' equity	4,271,600	4,302,559
Total liabilities and stockholders' equity	$ 9,765,279	$ 9,709,290