BOGEN COMMUNICATIONS INTERNATIONAL INC - 10-Q Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .

Commission File Number: 0-22046

Bogen Communications International, Inc.

(Exact name of registrant as specified in its charter)

Delaware		38-3114641
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

50 Spring Street, Ramsey, New Jersey		07446
(Address of principal executive offices)		(Zip Code)

(201) 934-8500

(Registrant’s telephone number, including area code)

(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 ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

As of October 31, 2003, 5,212,542 shares of the registrant’s common stock, par value $.001 per share, were outstanding.

BOGEN COMMUNICATIONS INTERNATIONAL, INC.

AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION

	Item 1.	Unaudited Financial Statements

		• Consolidated Balance Sheets as of September 30, 2003, and December 31, 2002

		• Consolidated Statements of Operations for the three and nine months ended September 30, 2003 and 2002

		• Consolidated Statement of Changes in Stockholders’ Equity for the nine months ended September 30, 2003

		• Consolidated Statements of Cash Flows for the nine months ended September 30, 2003 and 2002

		• Notes to Consolidated Financial Statements

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

	Item 3.	Market Risk Discussion

	Item 4.	Controls and Procedures

PART II. OTHER INFORMATION

	Item 1.	Legal Proceedings
	Item 2.	Changes in Securities
	Item 3.	Defaults Upon Senior Securities
	Item 4.	Submission of Matters to a Vote of Security Holders
	Item 5.	Other Information
	Item 6.	Exhibits and Reports on Form 8-K

BOGEN COMMUNICATIONS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands of Dollars, Except Per Share Amounts)

	September 30, 2003			December 31, 2002
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	4,717		$	5,379
Trade receivables (net of allowance for doubtful accounts of $739 and $462 at September 30, 2003, and December 31, 2002, respectively)	5,936			5,787
Other receivables	103			370
Inventories	9,134			10,712
Prepaid expenses and other current assets	464			571
Current deferred income taxes	4,402			3,314
TOTAL CURRENT ASSETS	24,756			26,133
Equipment and leasehold improvements, net	2,871			3,152
Goodwill	15,300			15,344
Other intangible assets, net	596			834
Deferred income taxes	1,199			289
Other assets	178			181
TOTAL ASSETS	$	44,900		$	45,933

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Amounts outstanding under revolving credit agreements	$	22		$	1,751
Current maturities of capital lease obligations	5			5
Accounts payable	2,119			2,386
Accrued expenses	4,916			5,834
Income taxes payable	1,674			1,004
TOTAL CURRENT LIABILITIES	8,736			10,980
Capital lease obligations, less current maturities	2			6
Minority interest	240			251
Other long-term liabilities	125			122
TOTAL LIABILITIES	9,103			11,359

STOCKHOLDERS’ EQUITY
Preferred stock - $.001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2003, and December 31, 2002	—			—
Common stock - $.001 par value; 50,000,000 shares authorized; 5,220,243 shares issued and 5,212,542 shares outstanding at September 30, 2003, and 5,217,743 shares issued and 5,214,171 shares outstanding at December 31, 2002	5			5
Additional paid-in-capital	29,679			29,599
Deferred compensation	(317		)	(489		)
Retained earnings	5,631			5,589
Accumulated other comprehensive income (loss)	846			(98		)
Treasury stock at cost - 7,701 shares at September 30, 2003, and 3,572 shares at December 31, 2002	(47		)	(32		)
TOTAL STOCKHOLDERS’ EQUITY	35,797			34,574
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	44,900		$	45,933

See accompanying notes to consolidated financial statements.

BOGEN COMMUNICATIONS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands of Dollars, Except Per Share Amounts)

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30, 2003		September 30, 2002		September 30, 2003		September 30, 2002

Net sales	$	14,615	$	15,653	$	40,336	$	44,741
Cost of goods sold	8,632		8,207		22,607		23,559
Gross profit	5,983		7,446		17,729		21,182

Operating expenses:
Research and development	1,092

PART I. FINANCIAL INFORMATION

PART II. OTHER INFORMATION