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 June 30, 2004
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 August 11, 2004:
Class A - Voting 83,864 shares
Class B - Non-voting 1,072,379 shares
ALLEN ORGAN COMPANY
INDEX
Part I Financial Information
Item 1.Financial Statements
Consolidated Condensed Statements of Income for the three and
six months ended June 30, 2004 and 2003
Consolidated Condensed Balance Sheets at June 30, 2004 and
December 31, 2003
Consolidated Condensed Statements of Cash Flows for the three
and six months ended June 30, 2004 and 2003
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.11
Item 4.Controls and Procedures
Part II Other Information
Item 2.Change in Securities and Use of Proceeds
Item 4.Submission of Matters to a Vote of Security Holders
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 6 Months Ended:
6/30/2004 6/30/2003 6/30/2004 6/30/2003
Net Sales $19,747,048 $12,725,880 $36,465,764 $26,600,344
Cost and Expenses
Costs of sales 9,889,065 7,503,053 18,728,765 16,102,563
Selling, general and
administrative 4,721,120 3,641,661 9,041,535 7,109,627
Research and
development 2,966,090 1,920,082 5,792,486 3,850,577
Other expense, net 11,362 21,803 23,050 22,681
Impairment of goodwill
and intangibles 362,611 -- 362,611 --
Total Costs and
Expenses 17,950,248 13,086,599 33,948,447 27,085,448
Income (Loss) from
Operations 1,796,800 (360,719) 2,517,317 (485,104)
Investment Income 87,372 100,821 170,529 205,398
Income (Loss) Before
Taxes 1,884,172 (259,898) 2,687,846 (279,706)
Income Taxes 685,000 (110,000) 806,000 (110,000)
Net Income (Loss) $1,199,172 $(149,898) $1,881,846 $(169,706)
Basic and Diluted Earnings
(Loss) Per Share $ 1.04 $ (0.13) $ 1.63 $ (0.15)
Weighted Average Shares
Used in Computing
Earnings (Loss) Per Share
Basic 1,156,243 1,163,662 1,156,243 1,163,662
Diluted 1,158,296 1,163,662 1,157,865 1,163,662
Dividends Per Share -
Cash $ 0.14 $ 0.14 $ 0.28 $ 0.28
Total Comprehensive
Income (Loss) $1,142,164 $(143,796) $1,834,354 $(166,118)
See accompanying notes.
ALLEN ORGAN COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
June 30, December 31,
ASSETS 2004 2003
(Unaudited) (Audited)
Current Assets
Cash $ 7,876,971 $ 5,907,576
Investments Including Accrued Interest 17,684,606 17,143,171
Accounts Receivable, net of reserves of
$556,669 and $605,496, respectively 10,824,119 11,652,365
Inventories:
Raw Materials 4,064,645 4,456,060
Work in Process 6,579,314 5,525,106
Finished Goods 4,249,985 3,945,007
Total Inventories 14,893,944 13,926,173
Prepaid Expenses 859,939 491,444
Deferred Income Taxes 2,765,625 2,741,167
Total Current Assets 54,905,204 51,861,896
Property, Plant and Equipment 29,222,384 28,283,282
Less Accumulated Depreciation (19,017,841) (18,116,278)
Net Property, Plant and Equipment 10,204,543 10,167,004
Other Assets
Note Receivable from Related Party 2,397,291 2,397,291
Cash Value of Life Insurance 2,474,002 2,474,002
Deferred Income Taxes 3,493,238 3,493,238
Intangible Assets, net 920,857 1,347,822
Goodwill, net 24,701 194,523
Other Assets 14,500 14,500
Total Other Assets 9,324,589 9,921,376
Total Assets $74,434,336 $71,950,276
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities
Accounts Payable $ 1,212,287 $ 1,278,535
Accrued Income Taxes 613,626 657,941
Other Accrued Expenses 5,212,896 3,811,025
Customer Deposits 2,894,909 2,197,393
Total Current Liabilities 9,933,718 7,944,894
Noncurrent Liabilities
Deferred and Other Noncurrent Liabilities 1,669,186 1,946,696
Accrued Pension Costs 4,956,083 5,693,853
Total Noncurrent Liabilities 6,625,269 7,640,549
Total Liabilities 16,558,987 15,585,443
STOCKHOLDERS' EQUITY
Class A Voting Common stock, $1 par value,
400,000 shares authorized,
127,232 shares issued 127,232 127,232
Class B Non-Voting Common stock, $1 par value,
3,600,000 shares authorized,
1,410,761 shares issued 1,410,761 1,410,761
Capital in Excess of Par Value 13,150,610 13,150,610
Retained Earnings
Balance, Beginning 58,015,139 57,267,763
Net Income 1,881,846 1,396,896
Dividends - Cash 2004 and 2003 (323,748) (649,520)
Balance, End 59,573,237 58,015,139
Accumulated Other Comprehensive Loss (3,880,186) (3,832,694)
Sub-total 70,381,654 68,871,048
Treasury Stock, at cost, 43,368 Class A shares
in 2004 and 2003, 338,382 Class B shares in
2004 and 338,380 in 2003 (12,506,305) (12,506,215)
Total Stockholders' Equity 57,875,349 56,364,833
Total Liabilities and Stockholders' Equity $74,434,336 $71,950,276
See accompanying notes.
ALLEN ORGAN COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the 3 Months Ended: For the 6 Months Ended:
6/30/2004 6/30/2003 6/30/2004 6/30/2003
CASH FLOWS FROM OPERATING
ACTIVITIES
Net income (loss) $1,199,172 $ (149,898) $1,881,846 $ (169,706)
Adjustments to reconcile net
income (loss) to net cash
provided by operating
activities
Depreciation and amortization 576,086 614,720 1,142,854 1,220,789
Impairment of goodwill and
intangibles 362,611 -- 362,611 --
Deferred income tax
benefits (29,434) (936) (24,458) (2,019)
Change in assets and liabilities
Accounts receivable (1,313,594) 2,239,453 828,246 6,231,668
Inventories (517,966) 506,179 (967,771) 773,528
Income taxes prepaid and
receivable -- (79,825) -- 81,246
Prepaid expenses 96,212 71,958 (368,495) (253,336)
Other assets -- -- -- 1,092
Accounts payable (7,298) (560,659) (66,248) (4,925,253)
Accrued taxes on income 230,000 (33,175) (44,315) --
Accrued expenses 1,309,484 33,213 1,401,871 16,478
Customer deposits 530,135 55,083 697,516 (203,805)
Accrued pension costs 124,230 (721,882) (737,770) (471,883)
Deferred and other noncurrent
liabilities (400,475) 164,567 (277,510) 243,632
Net Cash Provided by
Operating Activities 2,159,163 2,138,798 3,828,377 2,542,431
CASH FLOW FROM INVESTING ACTIVITIES
Net additions to plant and
equipment (446,870) (179,117) (948,556) (368,662)
Net purchases of short term
investments (534,946) (66,500) (588,927) (126,778)
Net Cash Used In Investing
Activities (981,816) (245,617) (1,537,483) (495,440)
CASH FLOWS FROM FINANCING ACTIVITIES
Reacquired Class B common
shares -- (491,813) (90) (491,813)
Dividends paid in cash (161,874) (161,919) (323,748) (325,727)
Proceeds from sales of
subsidiary stock 25,596 1,350 25,596 122,600
Subsidiary company stock
reacquired from minority
stockholders (23,257) 6,886 (23,257) (187,770)
Net Cash Used In Financing
Activities (159,535) (652,382) (321,499) (694,940)
NET INCREASE IN CASH 1,017,812 1,247,685 1,969,395 1,164,281
CASH, BEGINNING 6,859,159 4,431,785 5,907,576 4,515,189
CASH, ENDING $7,876,971 $5,679,470 $7,876,971 $ 5,679,470
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Cash paid (refunded) for:
Income Taxes $ 455,000 $ -- $ 850,315 $ (194,246)
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 shown 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 to make a fair presentation of the
Company's financial position and results of operations for the 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 2003 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 (loss)
and earnings (loss) per share would have been as follows:
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
Net income (loss)
As Reported $1,199,172 $(149,898) $ 1,881,846 $ (169,706)
Total stock-based
employee compensation
benefit (expense)
determined under fair
value based method for
all awards, net of
related tax effects (16,078) 11,790 (32,157) 23,580
Pro forma $1,183,094 $(138,108) $ 1,849,689 $ (146,126)
Basic and diluted
earnings (loss)
per share
As reported $ 1.04 $ (0.13) $ 1.63 $ (0.15)
Pro forma $ 1.02 $ (0.12) $ 1.60 $ (0.13)
The fair value of each option granted is estimated on the grant
date using the Black-Scholes option pricing model. Assumptions, in
the following ranges, were made in estimating the fair market value of
options when they were granted under the Allen Organ Company stock
option plan:
Assumptions
Dividend yield 1.40%
Risk-free interest rate 2.25 - 2.50%
Expected life 6 - 7 years
Expected volatility 10% - 15%
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
six months ended June 30, 2004 is summarized as follows:
Accrual at January 1, 2004 $1,210,000
Additions charged to warranty expense 177,500
Claims paid and charged against the accrual (231,023)
Accrual at June 30, 2004 $1,156,477
4. Earnings Per Share
The following shows the amounts used in computing earnings per share
and the effect on weighted average number of shares for dilutive common
stock.
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
Weighted average number
of common shares used in
basic earnings per share 1,156,243 1,163,662 1,156,243 1,163,662
Effect of stock options 2,053 -- 1,622 --
Weighted average number
of common shares used
in diluted earnings
per share 1,158,296 1,163,662 1,157,865 1,163,662
Outstanding stock options to purchase 12,000 shares of common stock
were not included in computing earnings per share for the three and six
months ended June 30, 2003 because the effect was antidilutive.
5. Retirement Plan
The net periodic pension benefit cost included in the statement of
income is as follows:
Three Months Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
Service Cost $ -- $109,076 $ -- $218,152
Interest Cost 258,876 272,381 508,039 544,763
Expected return of plan
assets (229,083) (192,179) (434,173) (384,358)
Amortization of net loss
from prior periods 59,594 104,309 154,111 208,617
Net Pension Cost $ 89,387 $293,587 $227,977 $587,174
6. Impairment of Goodwill and Intangibles
During June 2004 the Company recorded a charge to operating expenses of
$362,611 related to the impairment in the carrying value of goodwill
and intangibles which arose in connection with the acquisition of
Legacy Audio, Inc. This write down is attributable to Legacy's past
and continuing operating losses and its inability to significantly
expand distribution of its products, all of which reduced expectations
of future cash flows from Legacy's operations and correspondingly its
estimated fair market value.
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 June
30, 2004 were approximately equal to the same period in 2003 and increased
during the six months ended June 30, 2004 when compared to the same period
in 2003 due to improved operating results in the Musical Instruments,
Electronic Assemblies and Data Communications segments. Cash inflows from
these activities were partially offset by a $1,000,000 contribution made to
the Company's defined benefit pension plans.
Cash flows from investing activities for the six months ended June 30,
2004 includes approximately $949,000 of plant and equipment additions,
primarily computer and test equipment purchased for the Data Communications
segment.
Results of Operations:
Sales and Operating Income
For the 3 Months For the 6 Months
Ended: Ended:
6/30/2004 6/30/2003 6/30/2004 6/30/2003
Net Sales to Unaffiliated
Customers
Musical Instruments $ 4,058,210 $ 4,819,569 $ 9,124,454 $10,190,294
Data Communications 14,505,033 6,709,970 25,077,084 14,041,953
Electronic Assemblies 804,477 752,751 1,433,031 1,529,144
Audio Equipment 379,328 443,590 831,195 838,953
Total $19,747,048 $12,725,880 $36,465,764 $26,600,344
Intersegment Sales
Musical Instruments $ 231,873 $ 254,398 $ 489,242 $ 413,709
Data Communications -- -- -- --
Electronic Assemblies 267,322 -- 599,177 --
Audio Equipment 13,819 23,988 16,601 36,039
Total $ 513,014 $ 278,386 $ 1,105,020 $ 449,748
Income (Loss) from Operations
Musical Instruments $ (283,020) $ (435,919) $ (256,246) $ (525,113)
Data Communications 2,600,968 294,121 3,483,204 539,953
Electronic Assemblies (8,748) (174,446) (30,214) (409,456)
Audio Equipment (512,400) (44,475) (679,427) (90,488)
Total $ 1,796,800 $ (360,719) $ 2,517,317 $ (485,104)
Musical Instruments Segment
Sales decreased $761,359 and $1,065,840, respectively, for the three and
six months ended June 30, 2004, when compared to the same periods in 2003.
These decreases were primarily due to the introduction of a new line of
organs in the second quarter of 2004 whose shipments were delayed due to
longer than expected production changeover issues. The new organs include
advanced technology called QuantumT with significant new features and
customer benefits. To date, customer reactions have been favorable
resulting in an organ backlog of approximately $6,100,000 at June 30, 2004,
compared to $4,100,000 at the end of the second quarter of 2003. Shipment
of the new Quantum models are expected to begin during the third quarter of
2004.
The gross profit percentage increased to 25.9% and 26.6%, respectively,
in the three and six months ended June 30, 2004 from 19.1% and 20.8%,
respectively, in the same periods in 2003. These increases are due to cost
reduction efforts that were initiated to reduce material and other
operating costs.
Selling, general and administrative, and research and development
expenses during the three and six months ended June 30, 2004 were
approximately equal to the same periods in 2003.
Data Communications Segment
Sales increased $7,795,063 (116%) and $11,035,131 (79%), respectively,
for the three and six months ended June 30, 2004, when compared to the same
periods in 2003. These increases are due to higher order volume which
management believes is attributable to an improvement in the data
communications market and the timing of completing sales with larger
customers. Future sales visibility for this segment has improved, but
remains limited throughout the market that this segment serves.
Gross profit margins were 59.1% and 58.9%, respectively, during the
three and six months ended June 30, 2004, compared to 62.3% and 58.4%,
respectively, in the same periods in 2003. The second quarter of 2003
included $1,400,000 of revenue recognized on product software development
for a customer. Excluding this item, the gross margin during the three and
six months ended June 30, 2003 was 52.3% and 53.8%, respectively. The
increase in the 2004 gross margin is due to reductions in product costs and
changes in product mix.
Sales and marketing expenditures increased approximately $852,000 (50%)
and $1,433,000 (43%) during the three and six months ended June 30, 2004,
respectively, when compared to the same periods in 2003. These increases
are primarily due to increased efforts to promote ERI's products, obtain
additional market share and develop new channels of distribution.
General and administrative expenses increased approximately $150,000
(22%) and $237,000 (18%), respectively, for the three and six months ended
June 30, 2004 when compared to the same periods in 2003, primarily due to
additional management and administrative personnel to support this
segment's growth.
Research and development expenses increased approximately $1,062,000
(70%) and $1,946,000 (64%), respectively, during the three and six months
ended June 30, 2004 when compared to the same periods in 2003. These
increases are related to increased expenditures incurred in connection with
the acquisition of Avail Networks and additional personnel and related
costs associated with the development of the Company's next generation
products. The Company expects that increased expenditures for new product
development will have a negative impact on income in future quarters.
The Data Communications segment experienced a significant improvement in
operating income during both the three and six months ended June 30, 2004,
when compared to the same periods in 2003 as a result of higher sales and
improved gross profit margins. This segment will increase future operating
costs, primarily research and development, which is expected to reduce
future operating results.
Electronic Assemblies Segment
Sales increased $51,726 and decreased $96,113, respectively, for the
three and six months ended June 30, 2004, when compared to the same periods
in 2003. The decrease for the first half of 2004 is 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.
Gross profit margins were approximately 6.5% for the three and six
months ended June 30, 2004, compared to a loss of approximately $(86,000)
(11%) and $(234,000) (15%) during the same periods in 2003. The improved
gross profit margin is due to efforts initiated to reduce operating costs.
Selling, general and administrative expenses decreased slightly during the
three and six months ended June 30, 2004 when compared to the same periods
in 2003.
Audio Equipment Segment
Sales decreased $64,262 and $7,758, respectively, for the three and six
months ended June 30, 2004 when compared to the same periods in 2003.
Legacy Audio remains focused on developing a quality independent dealer
network of high end audio video stores and custom installers.
Gross profit margins were 30% and 32%, respectively, in the three and
six months ended June 30, 2004, as compared to 34% and 36% in the same
periods in 2003, primarily due to reductions in wholesale selling prices to
comparable industry levels.
Selling, general and administrative costs increased approximately
$64,000 and $186,000 during the three and six months ended June 30, 2004
when compared to the same periods in 2003.
As discussed in Note 6 above, the second quarter of 2004 operating
expenses includes a charge of $362,611 related to the write down of the
carrying value of Legacy's goodwill and intangibles.
Other Income and Expense
Investment income decreased during the three and six months ended June
30, 2004 when compared to the same periods in 2003 due to lower rates of
return available on invested funds.
Income Taxes
The tax provision for the three and six months ended June 30, 2004 are
based on the estimated effective tax rate for the year, which is less than
the statutory rate due to tax credits and exempt income.
Contractual Obligations and Commercial Commitments
During the three and six months ended June 30, 2004, there have been no
items that significantly impacted the Company's commitments and
contingencies as disclosed in the notes to the 2003 consolidated financial
statements as filed on Form 10-K. In addition, the Company has no 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,
the Company's marketing and product development strategy and 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 2003 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 June 30, 2004. There
has been no change in the Company's internal control over financial
reporting that occurred during the quarter ended June 30, 2004 that has
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) Annual Meeting: April 22, 2004
(b) Election of the following directors for a one-year term:
Steven Markowitz, Eugene Moroz, Leonard Helfrich, Martha
Markowitz, Orville Hawk, Albert Schuster, Jeffrey Schucker,
Ernest Choquette and Michael Doyle.
(c) In addition to the election of directors and the waiver of
reading of the minutes of the prior meeting, the shareholders
ratified charitable contributions made in 2003 and all
contracts, agreements, and employments by the Board of
Directors and officers since the previous annual meeting in
April 2003. All directors were elected and all resolutions
were adopted by the unanimous vote of all Class A shareholders
present, in person or proxy.
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) No reports on Form 8-K were filed during the quarter ended June 30,
2004.
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:August 12, 2004 /s/STEVEN MARKOWITZ
Steven Markowitz, President and Chief Executive Officer
Date:August 12, 2004 /s/NATHAN S. ECKHART
Nathan S. Eckhart, Vice President-Finance,
Chief Financial and Principal Accounting Officer