UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) (X) Quarterly Report Under Section 13 or 15(D) of The Securities Exchange Act of 1934 For Quarter Ended September 30, 2003 OR ( ) Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Commission File Number 0-275 Allen Organ Company (Exact name of registrant as specified in its charter) Pennsylvania 23-1263194 (State of Incorporation) (I.R.S. Employer Identification No.) 150 Locust Street, P. O. Box 36, Macungie, Pennsylvania 18062-0036 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 610-966-2200 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark whether the registrant is an accelerated filer as defined in Rule 12b-2 of the Exchange Act. Yes No X Number of shares outstanding of each of the issuer's classes of common stock, as of November 6, 2003: Class A - Voting 83,864 shares Class B - Non-voting 1,072,381 shares ALLEN ORGAN COMPANY INDEX Part I Financial Information Item 1.Financial Statements Consolidated Condensed Statements of Income for the three and nine months ended September 30, 2003 and 2002 Consolidated Condensed Balance Sheets at September 30, 2003 and December 31, 2002 Consolidated Condensed Statements of Cash Flows for the three and nine months ended September 30, 2003 and 2002 Notes to Consolidated Condensed Financial Statements Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3.Quantitative and Qualitative Disclosures About Market Risk Item 4.Controls and Procedures Part II Other Information Item 6.Exhibits and Reports on Form 8-K Signatures Exhibits PART I FINANCIAL INFORMATION ITEM 1.FINANCIAL STATEMENTS ALLEN ORGAN COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) For the 3 Months Ended: For the 9 Months Ended: 9/30/2003 9/30/2002 9/30/2003 9/30/2002 Net Sales $14,932,091 $15,705,708 $41,532,435 $49,086,929 Cost and Expenses Costs of sales 8,344,016 9,950,064 24,446,579 29,544,274 Selling, general and administrative 4,031,534 3,318,095 11,141,161 10,574,900 Research and development 2,306,428 1,873,589 6,157,005 5,876,240 Total Costs and Expenses 14,681,978 15,141,748 41,744,745 45,995,414 Income (Loss) from Operations 250,113 563,960 (212,310) 3,091,515 Investment and Other Income 81,810 190,402 264,527 436,020 Income Before Taxes 331,923 754,362 52,217 3,527,535 Income Tax Provision 131,000 226,000 21,000 1,058,000 Net Income $ 200,923 $ 528,362 $ 31,217 $ 2,469,535 Basic and Diluted Earnings Per Share $0.17 $0.45 $0.03 $2.11 Weighted Average Shares Used in Per Share Calculation 1,161,269 1,170,235 1,161,269 1,170,235 Dividends Per Share-Cash $0.14 $0.14 $0.42 $0.42 Total Comprehensive Income $ 195,671 $ 522,439 $ 29,553 $ 2,499,613 See accompanying notes. ALLEN ORGAN COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS Sept. 30, 2003 Dec. 31, 2002 ASSETS (Unaudited) (Audited) Current Assets Cash $ 4,732,805 $ 4,515,189 Investments Including Accrued Interest 17,338,637 17,176,750 Accounts Receivable, net of reserves of $573,434 and $502,209, respectively 9,252,892 12,184,564 Inventories: Raw Materials 5,176,844 5,451,664 Work in Process 5,468,917 5,707,215 Finished Goods 3,868,192 5,064,803 Total Inventories 14,513,953 16,223,682 Prepaid Income Taxes -- 161,071 Prepaid Expenses 322,380 318,943 Deferred Income Taxes 1,998,489 1,992,694 Total Current Assets 48,159,156 52,572,893 Property, Plant and Equipment 27,862,726 27,328,631 Less Accumulated Depreciation (17,644,804) (16,471,137) Net Property, Plant and Equipment 10,217,922 10,857,494 Other Assets Note Receivable from Related Party 2,397,291 2,397,291 Cash Value of Life Insurance 2,306,463 2,273,163 Deferred Income Taxes 3,422,448 3,422,448 Intangible Assets, net 1,287,740 1,628,964 Goodwill, net 194,523 194,523 Other Assets 15,000 16,092 Total Other Assets 9,623,465 9,932,481 Total Assets $68,000,543 $73,362,868 LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Current Liabilities Accounts Payable $ 874,730 $ 5,688,967 Accrued Expenses 3,053,467 2,638,258 Accrued income taxes 46,366 -- Customer Deposits 2,484,219 2,693,980 Total Current Liabilities 6,458,782 11,021,205 Noncurrent Liabilities Deferred and Other Noncurrent Liabilities 1,351,483 1,028,785 Accrued Pension Costs 4,842,781 5,006,546 Total Noncurrent Liabilities 6,194,264 6,035,331 Total Liabilities 12,653,046 17,056,536 STOCKHOLDERS' EQUITY Common Stock 2003 2002 Class A 127,232 shares; 127,232 shares 127,232 127,232 Class B 1,410,761 shares; 1,410,761 shares 1,410,761 1,410,761 Capital in Excess of Par Value 12,961,610 12,961,610 Retained Earnings Balance, Beginning 57,267,763 55,237,713 Net Income 31,217 2,685,357 Dividends - Cash 2003 and 2002 (487,645) (655,307) Balance, End 56,811,335 57,267,763 Accumulated Other Comprehensive Loss (3,471,057) (3,460,463) Sub-total 67,839,881 68,306,903 Treasury Stock 2003 - 43,368 Class A shares; 338,065 Class B shares (12,492,384) -- 2002 - 43,368 Class A shares; 324,565 Class B shares -- (12,000,571) Total Stockholders' Equity 55,347,497 56,306,332 Total Liabilities and Stockholders' Equity $68,000,543 $73,362,868 See accompanying notes. ALLEN ORGAN COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) For the 3 Months Ended: For the 9 Months Ended: 9/30/2003 9/30/2002 9/30/2003 9/30/2002 CASH FLOWS FROM OPERATING ACTIVITIES Net income $200,923 $528,362 $31,217 $2,469,535 Adjustments to reconcile net income to net cash (used in) provided by operating activities Depreciation and amortization 628,206 691,750 1,848,995 2,111,205 Deferred income taxes (3,776) (2,323) (5,795) 16,708 Change in assets and liabilities Accounts receivable (3,299,996) 1,876,816 2,931,672 2,128,316 Inventories 936,201 470,815 1,709,729 959,815 Income taxes prepaid and receivable 79,825 810,699 161,071 531,921 Prepaid expenses 249,899 108,820 (3,437) (55,173) Other assets -- -- 1,092 -- Accounts payable 111,016 (216,733) (4,814,237) (382,538) Accrued expenses 398,731 315,319 415,209 740,316 Accrued income taxes 46,366 -- 46,366 -- Customer deposits (5,956) (37,721) (209,761) 31,518 Accrued pension costs 308,118 169,242 (163,765) 342,685 Deferred and other noncurrent liabilities 79,066 46,371 322,698 139,090 Net Cash (Used In) Provided by Operating Activities (271,377) 4,761,417 2,271,054 9,033,398 CASH FLOW FROM INVESTING ACTIVITIES Increase in note receivable -- -- -- (400,184) Net additions to plant and equipment (342,680) (566,046) (711,342) (1,513,296) Additions to intangible assets (85,991) (27,000) (273,761) (29,780) Increase in cash value of life insurance (33,300) (40,416) (33,300) (40,416) Net purchase of short term investments (45,703) (7,348,328) (172,481) (5,552,630) Net Cash Used In Investing Activities (507,674) (7,981,790) (1,190,884) (7,536,306) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from sales of subsidiary stock 1,305 15,927 123,905 17,967 Repurchase of subsidiary stock (7,001) -- (7,001) -- Reacquired Class B common shares -- (10,570) (491,813) (10,570) Dividends paid in cash (161,918) (163,808) (487,645) (491,498) Net Cash Used In Financing Activities (167,614) (158,451) (862,554) (484,101) NET (DECREASE) INCREASE IN CASH (946,665) (3,378,824) 217,616 1,012,991 CASH, BEGINNING 5,679,470 8,841,813 4,515,189 4,449,998 CASH, ENDING $4,732,805 $5,462,989 $4,732,805 $5,462,989 SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION Cash paid (refunded) for: Income Taxes $ 4,809 $ (584,699) $ (189,437) $ 526,079 Interest $ -- $ -- $ -- $ -- See accompanying notes. ALLEN ORGAN COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. Interim Financial Statements The results of operations for the interim periods presented in this report are not necessarily indicative of results to be expected for the fiscal year. In the opinion of management, the information contained herein reflects all adjustments necessary for a fair presentation of the Company's financial position, results of operations and cash flows for these interim periods. All such adjustments are of a normal recurring nature. Certain notes and other information have been condensed or omitted from the interim financial statements presented in the Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the Company's 2002 Annual Report on Form 10-K. 2. Stock-Based Compensation The Company accounts for its stock-based compensation plans using the accounting prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees". Since the Company is not required to adopt the fair value based recognition provisions prescribed under Statement of Financial Accounting Standards No. 123, as amended by SFAS No. 148, "Accounting for Stock-Based Compensation", it has elected only to comply with the disclosure requirements set forth in the Statements. Had compensation cost been determined on the basis of fair value pursuant to SFAS No. 123, as amended by SFAS No. 148, net income and earnings per share would have been decreased as follows: Three Months Ended Nine Months Ended September 30, September 30, 2003 2002 2003 2002 Net income As Reported $200,923 $528,362 $ 31,217 $2,469,535 Total stock-based employee compensation benefit (expense) determined under fair value based method for all awards, net of related tax effects 11,790 (17,344) 35,370 (52,031) Pro forma $212,713 $511,018 $ 66,587 $2,417,504 Earnings per share As reported $ 0.17 $ 0.45 $ 0.03 $ 2.11 Pro forma $ 0.18 $ 0.44 $ 0.06 $ 2.07 The fair value of each option granted is estimated on the grant date using the Black-Scholes option pricing model. The following assumptions were made in estimating the fair value of options when granted under the Allen Organ Company stock option plan: Assumptions Dividend yield 1.40% Risk-free interest rate 2.50% Expected life 7 years Expected volatility 10% No stock options were granted to employees during the three and nine months ended September 30, 2003. 3. Warranty Costs The Company provides a warranty covering manufacturing defects for certain of its products for varying lengths of time. The Company's policy is to accrue the estimated cost of warranty coverage at the time the sale is recorded. The activity in the warranty accrual during the nine months ended September 30, 2003 is summarized as follows: Accrual at January 1, 2003 $ 300,000 Additions charged to warranty expense 91,329 Claims paid and charged against the accrual (46,329) Accrual at September 30, 2003 $ 345,000 4. Earnings Per Share Outstanding stock options were not included in computing earnings per share because their effect was antidilutive as the exercise price of the options was above the average trading price of the underlying stock. Options excluded were 12,000 for the three and nine months ended September 30, 2003 at a weighted average exercise price of $39.00 per share. 5. Business Acquisition On July 24, 2003, the Company's subsidiary, Eastern Research, Inc. (ERI), purchased the assets of Avail Networks, Inc. (Avail) in exchange for $200,000 in cash and contingent payments based on future revenue related to the sale of Avail products during the 30 months after the acquisition. Avail's intelligent last-mile broadband solutions enable service providers worldwide to deliver more revenue-generating services to their enterprise customers from a single customer located platform across metro fiber, traditional wireline and wireless access networks. Avail's flagship FronteraT products deliver multiple services to end- user sites in a variety of subscriber locations and configurations. The acquisition of Avail reinforces ERI's commitment to the access network market. With the addition of the Frontera products to its existing product offerings, ERI is positioned as a supplier of network access solutions for next-generation convergence applications, such as integrated data, voice and video over single broadband connections. In addition, this acquisition gives ERI access to Avail's advanced ATM (Asynchronous Transmission Mode) technology. Avail's sales prior to the acquisition date were minimal. With the Frontera products ready for production, ERI will introduce them to their established customer base. Due to lengthy sales cycles, these products are not expected to add significant revenues in the near-term. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS. Liquidity and Capital Resources: Cash flows from operating activities during the three months ended September 30, 2003 were lower than the same period in 2002 due to lower net income and an increase in accounts receivable in the Data Communications segment. Cash flow from operating activities during the nine months ended September 30, 2003 decreased when compared to the same period in 2002 primarily due to lower net income and a greater reduction in accounts payable in the Data Communications segment from the payment in early 2003 of inventory purchased to fulfill a large customer order in the fourth quarter of 2002. Cash flows from investing activities of approximately $700,000 were used to purchase property and equipment during the nine months ended September 30, 2003 primarily in the Data Communications segment. Cash flows from financing activities of approximately $490,000 were used to reacquire shares of the Company's Class B stock and another $487,000 was used to pay dividends during the nine months ended September 30, 2003. Results of Operations: Sales and Operating Income For the 3 Months Ended: For the 9 Months Ended: 9/30/2003 9/30/2002 9/30/2003 9/30/2002 Net Sales to Unaffiliated Customers Musical Instruments $ 5,017,156 $ 5,778,976 $15,207,450 $18,701,819 Data Communications 9,024,930 8,130,042 23,066,883 25,654,556 Electronic Assemblies 531,546 1,486,132 2,060,690 3,582,948 Audio Equipment 358,459 310,558 1,197,412 1,147,606 Total $14,932,091 $15,705,708 $41,532,435 $49,086,929 Intersegment Sales Musical Instruments $ 190,941 $ 133,553 $ 604,650 $ 298,699 Data Communications -- -- -- -- Electronic Assemblies 64,818 49,063 64,818 131,540 Audio Equipment 38,547 13,151 74,586 71,385 Total $ 294,306 $ 195,767 $ 744,054 $ 501,624 Income (Loss) from Operations Musical Instruments $ (107,030) $ 154,023 $ (621,419) $ 1,799,900 Data Communications 553,002 525,480 1,106,261 1,997,708 Electronic Assemblies (115,688) 50,254 (525,144) (298,208) Audio Equipment (80,171) (165,797) (172,008) (407,885) Total $ 250,113 $ 563,960 $ (212,310) $ 3,091,515 Musical Instruments Segment Sales decreased $761,820 and $3,494,369, for the three and nine months ended September 30, 2003, respectively, when compared to the same periods in 2002 due to lower order volume, which management believes is attributable to the overall economic slowdown. Sales for the first nine months of 2002 were also higher due to the shipment of organs from the order backlog, which was higher at the beginning of 2002 than at the beginning of 2003. The gross profit percentage was 23.2% for both the three months ended September 30, 2003 and 2002 and 21.6% in the nine months ended September 30, 2003 compared to 30.1% in the same period of 2002. This decrease is due to lower sales volume over which to absorb fixed costs and higher operating costs including employee pension expense. The Company has taken steps to reduce its operating costs at the Macungie, PA plant, including reductions in personnel. Selling, general and administrative and research and development expenses increased slightly during the three and nine months ended September 30, 2003, when compared to the same periods in 2002 due primarily to higher pension expense. Data Communications Segment Sales increased $894,888 during the three months ended September 30, 2003 and decreased $2,587,673 during the nine months ended September 30, 2003, when compared to the same periods in 2002. The increase during the third quarter of 2003 is due to higher order volume. The decrease during the first half of 2003 was attributable to economic weakness in the data communications market and the timing of completing sales with larger customers. Gross profit margins increased to 58.6% and 58.5%, during the three and nine months ended September 30, 2003, respectively, from 51.3% and 52.8%. These increases are primarily related to favorable product mix and reductions in product cost. The margin for the nine months ended September 30, 2003 includes $1,400,000 of revenue recognized on product software development for a customer during the second quarter of 2003. Excluding this item, gross margins for the nine months ended September 30, 2003 were 55.8%. Sales and marketing expenditures increased approximately $528,000 (34%) and $563,000 (12%) during the three and nine months ended September 30, 2003, respectively, when compared to the same periods in 2002. These increases are primarily related to personnel added in connection with the acquisition of Avail Networks discussed in Note 5 above. General and administrative expenditures increased approximately $173,000 (29%) and $188,000 (10%) during the three and nine months ended September 30, 2003, respectively, when compared to the same periods in 2002. These increases are primarily related to additional personnel and other cost incurred in connection with the acquisition of Avail Networks. Research and development expenses increased approximately $443,000 (30%) and $130,000 (3%), respectively, during the three and nine months ended September 30, 2003, when compared to the same periods in 2002. These increases are also primarily related to additional personnel added in connection with the acquisition of Avail Networks. While the telecommunications market has begun to show signs of stabilizing, the overall business visibility remains limited. This segment continues to be successful in a challenging market due to new customer and market penetration. Future performance will be affected by the Company's ability to continue to expand its market share. Given this, and the overall market stabilization, the Company has begun to invest in research and development of next generation technologies. This will increase the segment's research and development expense in future quarters. In addition, future gross margins could be impacted by changes in product mix. Certain data communications companies continue to lower their capital expenditure spending. This along with continued uncertainty in completing sales to larger accounts, create significant uncertainty for operating results in future quarters. Electronic Assemblies Segment Sales decreased $954,586 and $1,522,258, for the three and nine months ended September 30, 2003, respectively, when compared to the same periods in 2002 due to lower order volume from the Company's contract manufacturing customers who have been affected by the economic slowdown. This segment is focused on diversifying its customer base and has been successful in obtaining new customers. The potential sales significance of these new accounts cannot be determined at this time. The gross profit margin was a loss of approximately 6% and 13%, for the three and nine months ended September 30, 2003, respectively, compared to a gross margin of 9% for the three months ended September 30, 2002 and a loss of approximately 1% during the nine months ended September 30, 2002. The 2003 losses are primarily due to lower sales volume over which to absorb fixed costs. Selling, general and administrative expenses during the three and nine months ended September 30, 2003 were approximately equal to the same periods in 2002. The Company has taken steps to reduce its operating costs at the Macungie, PA plant including reductions in personnel. Audio Equipment Segment Sales for the three and nine months ended September 30, 2003 increased slightly when compared to the same periods in 2002. Legacy Audio remains focused on developing a quality independent dealer network of high end audio-video stores and custom installers. Gross profit margins were 31% and 35%, in the three and nine months ended September 30, 2003, respectively, as compared to 23% and 24% in the same periods in 2002 primarily due to lower operating costs related to the closure of the Springfield, IL plant and consolidation of all production into the Macungie, PA plant. Selling, general and administrative costs for the period decreased during the three and nine months ended September 30, 2003 when compared to the same periods in 2002. Other Income and Expense Investment income decreased during the three and nine months ended September 30, 2003 when compared to the same periods in 2002 due to lower rates of return available on invested funds. Income Taxes The tax provision for the three and nine months ended September 30, 2003 are based on the estimated effective tax rate for the year. Contractual Obligations and Commercial Commitments During the nine months ended September 30, 2003, there have been no items that significantly impacted the Company's commitments and contingencies as disclosed in the notes to the 2002 consolidated financial statements as filed on Form 10-K. In addition, the Company has no significant off balance sheet arrangements. Factors that May Affect Operating Results The statements contained in this report on Form 10-Q that are not purely historical are forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the Company's expectations, hopes, intentions or strategies regarding the future. Forward looking statements include: statements regarding future products or product development; statements regarding future research and development spending and the Company's marketing and product development strategy, statements regarding future production capacity. All forward looking statements included in this document are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any such forward looking statements. Readers are cautioned not to place undue reliance on these forward looking statements, which reflect management's opinions only as of the date hereof. Readers should carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission, including the Annual Report on Form 10-K. It is important to note that the Company's actual results could differ materially from those in such forward looking statements. Some of the factors that could cause actual results to differ materially are set forth below. The Company has experienced and expects to continue to experience fluctuations in its results of operations. Factors that affect the Company's results of operations include the volume and timing of orders received, changes in global economics and financial markets, changes in the mix of products sold, market acceptance of the Company's and its customer's products, competitive pricing pressures, global currency valuations, the availability of electronic components that the Company purchases from suppliers, the Company's ability to meet increasing demand, the Company's ability to introduce new products on a timely basis, the timing of new product announcements and introductions by the Company or its competitors, changing customer requirements, delays in new product qualifications, the timing and extent of research and development expenses and fluctuations in manufacturing yields. As a result of the foregoing or other factors, there can be no assurance that the Company will not experience material fluctuations in future operating results on a quarterly or annual basis, which would materially and adversely affect the Company's business, financial condition and results of operations. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. No change from information disclosed in the Company's 2002 annual report on Form 10-K. ITEM 4. CONTROLS AND PROCEDURES. The Company's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures, which are designed to insure that the Company records, processes, summarizes and reports in a timely and effective manner the information required to be disclosed in the reports filed with or submitted to the Securities and Exchange Commission. Based upon this evaluation, they concluded that the Company's disclosure controls are effective as of September 30, 2003. There has been no change in the Company's internal control over financial reporting that occurred during the quarter ended September 30, 2003 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit No. Description 31.1 Rule 13a-14(a)/15d-14(a) Certification - Chief Executive Officer 31.2 Rule 13a-14(a)/15d-14(a) Certification - Chief Financial Officer 32 Section 1350 Certifications (b) Form 8-K 1.The Company filed a Form 8-K dated July 24, 2003 announcing that its subsidiary Eastern Research, Inc. had acquired the assets of privately-held Avail Networks, Inc of Ann Arbor, Michigan. 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. Allen Organ Company (Registrant) Date:November 6, 2003 /s/STEVEN MARKOWITZ Steven Markowitz, President and Chief Executive Officer Date:November 6, 2003 /s/NATHAN S. ECKHART Nathan S. Eckhart, Vice President-Finance, Chief Financial and Principal Accounting Officer