-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TCz0jh/m5qD5HfaVPNxxj/NiYRTHAKDUF08RbtdLY1d8iFIA1AGIgGSZcHce8y1v 1H2nHcroVz8QWfmHm3V3sQ== 0000003753-03-000005.txt : 20030228 0000003753-03-000005.hdr.sgml : 20030228 20030228161434 ACCESSION NUMBER: 0000003753-03-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030228 ITEM INFORMATION: Other events FILED AS OF DATE: 20030228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLEN ORGAN CO CENTRAL INDEX KEY: 0000003753 STANDARD INDUSTRIAL CLASSIFICATION: MUSICAL INSTRUMENTS [3931] IRS NUMBER: 231263194 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00275 FILM NUMBER: 03586927 BUSINESS ADDRESS: STREET 1: 150 LOCUST ST STREET 2: PO BOX 36 CITY: MACUNGIE STATE: PA ZIP: 18062 BUSINESS PHONE: 2159662200 MAIL ADDRESS: STREET 1: 150 LOCUST STREET STREET 2: PO BOX 36 CITY: MACUNGIE STATE: PA ZIP: 18062-0036 8-K 1 m8kpr022703.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 28, 2003 (Date of earliest event reported) Allen Organ Company (Exact name of registrant as specified in its charter) Pennsylvania 0-275 23-1263194 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 150 Locust Street, P.O. Box 36, Macungie, Pennsylvania 18062-0036 (Address of principal executive offices) (Zip Code) 610-966-2200 (Registrants telephone number, including area code) Item 5 Other Events Allen Organ Company hereby incorporates by reference herein its press release dated February 28, 2003 regarding its 2002 fourth quarter and full year results of operations, a copy of which is included as Exhibit 99.1 attached hereto. Item 7 Financial Statements and Exhibits (c) Exhibits: 99.1 Press release dated February 28, 2003 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 hereunto duly authorized. ALLEN ORGAN COMPANY Date: February 28, 2003 /s/ STEVEN MARKOWITZ Steven Markowitz, President EX-99 3 m8kearnings.txt Exhibit 99.1 Allen Organ Company 150 Locust Street Macungie, PA 18062 Phone: 610-966-2200 NEWS RELEASE - FOR IMMEDIATE RELEASE NASDAQ-AORGB February 28, 2003 From: Nathan S. Eckhart, Vice President-Finance Consolidated sales for the year ended December 31, 2002 for Allen Organ Company were $67,739,548 as compared with $60,490,513 for the same period of 2001. The consolidated net income was $2,685,357 or $2.29 per share on 1,170,191 average outstanding shares for 2002, as compared to a net loss of $(4,083,810) or $(3.49) per share on 1,170,480 average outstanding shares for 2001. Sales for the fourth quarter of 2002 were $18,652,619 as compared to $16,725,951 in 2001. Net income for the fourth quarter of 2002 was $215,822 or $0.18 per share, compared to $370,388 or $0.32 per share for 2001. Musical Instruments segment sales increased approximately $73,000 and $567,000 during the three months and year ended December 31, 2002, respectively, when compared to the same periods in 2001. While the order rate was slightly lower in 2002 than the same period in 2001, sales for the year were higher due to shipments made against the order backlog. Electronic Assemblies segment sales increased approximately $187,000 and decreased approximately $3,631,000 during the three months and year ended December 31, 2002, respectively, when compared to the same periods in 2001. Electronic Assemblies segment sales for the year decreased due to lower order volume from the Company's contract manufacturing customers that have been negatively affected by the economic slowdown. Audio Equipment segment sales decreased slightly during the three months and year ended December 31, 2002 when compared to the same periods in 2001. The Musical Instruments operating income decreased during the three months and year ended December 31, 2002 due to changes in product mix and higher operating costs. The Electronic Assemblies segment incurred an operating loss during the three months and year ended December 31, 2002 due to lower sales volume over which to absorb fixed costs. The Data Communications segment sales increased by approximately $1,742,000 and $10,626,000 during the three months and year ended December 31, 2002, respectively, when compared to the same periods in 2001. The 2002 sales increased due to new product introductions and the redirection of the Company's sales and marketing efforts away from CLECs to other Data Communications markets. The Data Communications segment operating income for the three months ended December 31, 2002 was approximately $108,000 as compared to $722,000 in the same period of 2001. This decrease is due to lower gross margins on sales, which resulted from changes in product mix, in the fourth quarter of 2002. The combination of increased sales, higher gross margins in earlier quarters in 2002 and lower operating costs resulted in operating income of approximately $2,017,000 for the year ended December 31, 2002, compared to an operating loss of approximately $(8,284,000) in the same period of 2001. The 2001 operating loss included $1,539,000 of additional inventory reserves related to discontinued products at VIR and a charge of $1,930,000 to write down the value of VIR's goodwill and for restructuring related to the combination of VIR Linear Switch into Eastern Research, Inc. Future sales visibility remains limited throughout the Data Communications market that this segment serves. In addition, this segment's business is more dependent on larger individual sales that may cause sales levels to vary more in future quarters'. Investment income increased slightly during the three months and year ended December 31, 2002 when compared to the same periods in 2001 due to realized gains on investments and higher invested balances that offset lower rates of return on invested funds. The effective tax rate for the year ended December 31, 2002 decreased due to tax credits and other non-taxable items. CONSOLIDATED SALES AND EARNINGS Three Months Ended Year Ended Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2002 2001 2002 2001 Sales $18,652,619 $16,725,951 $67,739,548 $60,490,513 Income (Loss) From Operations 15,332 646,665 3,106,847 (6,963,264) Non-Operating Income, Net 253,490 131,723 689,510 519,454 Income Tax Provision (Benefit) 53,000 408,000 1,111,000 (2,360,000) Net Income (Loss) 215,822 370,388 2,685,357 (4,083,810) Earnings Per Share-Basic and Diluted $0.18 $0.32 $2.29 $(3.49) Average Shares Outstanding 1,170,191 1,170,480 1,170,191 1,170,480 Allen Organ Company and its subsidiaries manufacture and distribute electronic keyboard musical instruments, audio equipment, electronic assemblies, and data communication equipment for the domestic and international markets. Factors that May Affect Operating Results: The statements contained in this press release that are not purely historical are forward looking statements, 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 press release 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 for the year ended December 31, 2001 and its Quarterly Reports on Form 10-Q. 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 raw materials 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----