<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM 10-Q
Quarterly Report Pursuant to section 13 or 15(d) of
the Securities and Exchange Act of 1934
--------------------
For the Quarter ended Commission File Number
March 31, 1997 0-14903
Baldwin Piano & Organ Company
(Exact name of registrant as specified in its charter)
Delaware 31-1091812
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
422 Wards Corner Road
Loveland, Ohio 45140-8390
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (513) 576-4500
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
The number of shares of the Common Stock outstanding of Baldwin Piano &
Organ Company, as of May 1, 1997 is 3,425,396.
<PAGE> 2
BALDWIN PIANO & ORGAN COMPANY
INDEX
<TABLE>
<CAPTION>
Page
Number
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of
March 31, 1997 and December 31, 1996................. 3
Condensed Consolidated Statements of Earnings
for the three months ended
March 31, 1997 and 1996 .............................. 4
Condensed Consolidated Statements of Cash Flows
for the three months ended
March 31, 1997 and 1996 .............................. 5
Notes to Condensed Consolidated Financial
Statements, March 31, 1997 ........................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ............ 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ................................. 11
Item 2. Changes in Securities ............................. 11
Item 3. Defaults upon Senior Securities ................... 11
Item 4. Submission of Matters to a Vote
of Security Holders ............................ 11
Item 5. Other Information ................................. 11
Item 6. Exhibits and Reports on Form 8-K .................. 12
Signatures ................................................. 13
Exhibit Index .............................................. 14
</TABLE>
2
<PAGE> 3
BALDWIN PIANO & ORGAN COMPANY AND SUBSIDIARIES
----------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 1997 and December 31, 1996
(in thousands of dollars)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1997 1996
-------- -----------
<S> <C> <C>
Current assets:
Cash ...................................... $ 886 $ 774
Receivables, net .......................... 15,590 13,933
Inventories ............................... 55,891 56,555
Deferred income taxes ..................... 3,533 3,533
Other current assets ...................... 4,004 4,496
--------- ---------
Total current assets ................ 79,904 79,291
--------- ---------
Installment receivables,
less current portion ...................... 12,884 11,435
Property, plant and equipment, net ........... 16,478 16,479
Other assets ................................. 4,902 4,859
--------- ---------
Total assets ........................ $ 114,168 $ 112,064
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt ......... $ 35,588 $ 30,901
Accounts payable .......................... 6,819 8,915
Income taxes payable ...................... 81 154
Accrued liabilities ....................... 5,608 5,757
--------- ---------
Total current liabilities ........... 48,096 45,727
--------- ---------
Long-term debt, less current portion ......... 3,125 3,350
Other liabilities ............................ 6,426 6,712
--------- ---------
Total liabilities ................... 57,647 55,789
--------- ---------
Shareholders' equity:
Common stock .............................. 42 42
Additional paid-in capital ................ 12,106 12,106
Retained earnings ......................... 50,580 50,334
--------- ---------
62,728 62,482
Less cost of treasury shares .............. (6,207) (6,207)
--------- ---------
Total shareholders' equity .......... 56,521 56,275
--------- ---------
Total liabilities and
shareholders' equity .............. $ 114,168 $ 112,064
========= =========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
3
<PAGE> 4
BALDWIN PIANO & ORGAN COMPANY AND SUBSIDIARIES
-------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
Three months ended
March 31, 1997 and 1996
(in thousands, except net earnings per share)
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Net sales ............................................ $27,309 $27,147
Cost of goods sold ................................... 22,533 21,872
------- -------
Gross profit ................................... 4,776 5,275
Income on the sale of
installment receivables ............................ 1,873 1,460
Interest income on installment receivables ........... 253 308
Other operating income, net .......................... 734 859
------- -------
7,636 7,902
Operating expenses:
Selling, general and administrative ............... 6,202 6,089
Provision for doubtful accounts ................... 254 237
------- -------
Operating profit ............................... 1,180 1,576
Interest expense ..................................... 796 525
------- -------
Earnings before income taxes ................... 384 1,051
Income taxes ......................................... 138 367
------- -------
Net earnings ................................... $ 246 $ 684
======= =======
Net earnings per share ............................... $ .07 $ .20
======= =======
Average number of common shares outstanding 3,425 3,415
======= =======
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
4
<PAGE> 5
BALDWIN PIANO & ORGAN COMPANY AND SUBSIDIARIES
--------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended
March 31, 1997 and 1996
(in thousands of dollars)
<TABLE>
<CAPTION>
INCREASE (DECREASE) IN CASH 1997 1996
- --------------------------- -------- --------
<S> <C> <C>
Net cash used in operating activities ............ $ (2,072) $ (4,794)
Net cash used in investing activities ............ (631) (1,069)
Cash flows from financing activities:
Installment contract
receivables written ..................... (19,974) (15,069)
Installment receivables liquidated ......... 1,738 2,297
Proceeds from sale of
installment receivables ............... 16,589 11,987
Borrowing under long-term debt ............. 4,462 7,119
-------- --------
Net cash provided by
financing activities ........... 2,815 6,334
-------- --------
Net increase in cash ............................. 112 471
Cash at beginning of quarter ..................... 774 429
-------- --------
Cash at end of quarter ........................... $ 886 $ 900
======== ========
SUPPLEMENTAL DISCLOSURE
- ------------------------
OF CASH FLOW INFORMATION
------------------------
Cash paid during the quarter for:
Interest ................................... $ 768 $ 554
======== ========
Income taxes ............................... $ 110 $ 96
======== ========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
5
<PAGE> 6
BALDWIN PIANO & ORGAN COMPANY AND SUBSIDIARIES
----------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1997
(in thousands of dollars)
(1) BASIS OF REPORTING FOR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The unaudited condensed consolidated financial statements included herein
have been prepared by Baldwin Piano & Organ Company ("Baldwin" or "Company")
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted pursuant to such rules and regulations, although the Company
believes that the disclosures are adequate to make the information presented not
misleading. These financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's Annual Report
and Form 10-K for the year ended December 31, 1996.
The financial statements presented herewith reflect all adjustments
(consisting of normal recurring adjustments) which are, in the opinion of
management, necessary to a fair statement of the results for the three month
periods ended March 31, 1997 and 1996. Results of operations for interim periods
are not necessarily indicative of results to be expected for an entire year.
(2) INVENTORIES
<TABLE>
<CAPTION>
Inventories consist of the following (in thousands of dollars):
March 31, December 31,
1997 1996
-------- --------
<S> <C> <C>
FIFO cost:
Raw material ........................... $ 15,220 $ 15,540
Work-in-process ........................ 7,960 8,257
Finished goods ......................... 45,941 45,725
-------- --------
69,121 69,522
Excess of FIFO cost
over LIFO inventory value .............. (13,230) (12,967)
-------- --------
Net inventories .............. $ 55,891 $ 56,555
======== ========
</TABLE>
6
<PAGE> 7
BALDWIN PIANO & ORGAN COMPANY AND SUBSIDIARIES
------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
RESULTS OF OPERATIONS
FIRST QUARTER OF 1997 COMPARED
TO THE FIRST QUARTER OF 1996
Net earnings for the first quarter were $.2 million compared to $.7
million for 1996 and gross profit decreased from $5.3 million to $4.8 million.
Current quarter net earnings and gross profit, as compared to the same period
last year, were negatively impacted by strategic initiatives designed to enhance
future competitiveness, including the Company's decision to exit its
non-strategic contract music and furniture businesses. Earnings and gross
profits were also impacted somewhat by lower profit margins due to a change in
mix of sales in both musical products and electronic contracting businesses.
Earnings were favorably impacted by increased income on installment receivables
generated by the company's wholly-owned finance subsidiary (Finance). In
addition, as explained below, interest expense for the first quarter increased
compared with 1996.
First quarter 1997 sales for the company's core acoustic and digital
music businesses rose $1.4 million (11%) and $.6 million (62%), respectively,
while overall sales increased only slightly to $27.3 million, versus last year's
$27.1 million. Higher sales for the company's core music businesses were
entirely offset by a $1.8 million sales decline in contract music and contract
furniture, two lower-margin businesses Baldwin decided to exit in the first
quarter of 1996.
The Company values a substantial portion of its inventory on the
last-in, first-out (LIFO) method. The first quarter 1997 gross profit is $.3
million less than the amount that would have been presented had the first-in,
first-out (FIFO) method been used.
Income on the sale of installment receivables generated by the
Company's financing operation for 1997 increased $.4 million from 1996. This
increase is primarily the result of growth in the installment portfolio of 14%
complemented by the effect of the required adoption of SFAS 125. This Statement
is effective for transfers and servicing of financial assets and extinguishments
of liabilities occurring after December 31, 1996 and is to be applied
prospectively. SFAS 125 provides accounting and reporting standards for
transfers and servicing of financial assets and extinguishments of liabilities
based on consistent application of a financial-components approach that focuses
on control.
Interest expense increased by $.3 million in 1997 resulting from higher interest
rates and higher debt levels necessary for pipeline inventories for the new
ConcertMaster autoplayer and the Pianovelle digital piano line. Inventory
decreased $.7 million during the first quarter of 1997 versus an increase of
$7.1 million during the first quarter of 1996.
7
<PAGE> 8
BALDWIN PIANO & ORGAN COMPANY AND SUBSIDIARIES
------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
-----------------------------------------------------------
INFLATION, OPERATIONS AND INTEREST RATES
The impact of inflation on manufacturing and operating costs can affect
the Company's results. However, the Company has generally been able to offset
the impact of higher employment costs per hour and higher raw material unit
costs by increases in sales prices.
The Company's and its subsidiaries' operating results are sensitive to
changes in interest rates primarily because of fixed interest rates on Finance's
installment receivables and floating interest rates on a substantial portion of
indebtedness. Additionally, the buyer of the installment receivables earns
interest on the outstanding principal balance of the contracts based upon a
floating interest rate provision.
The Company can partially offset the effect of interest rate changes by
adjusting display fees on its consigned inventory and increasing interest rates
on its new installment receivable contracts. In December 1996 and November 1995,
the Company entered into two year interest rate cap agreements in order to
reduce the potential impact of increases in interest rates on $44 million and
$20 million, respectively, of floating-rate long-term debt. The agreements
entitle the Company to receive from the counterparty, on a monthly basis,
interest income to the extent the one-month commercial paper rate exceeds 12%.
The Company is exposed to credit losses in the event of nonperformance by the
counterparty to its interest rate caps, but has no off-balance sheet credit risk
of accounting loss. The Company anticipates, however, that the counterparty will
be able to fully satisfy their obligations under the contracts. The Company does
not obtain collateral or other security to support financial instruments subject
to credit risk but monitors the credit standing of the counterparty.
The annual rate of interest under the revolving line of credit
(Revolver) ranges from 150 to 250 basis points plus the greater of the LIBOR on
three month deposits or the rate on 60 day high grade commercial paper.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires significant working capital to support its
operations. The Company builds inventory levels during each year to support its
high fourth quarter seasonal sales demand.
The Company ships musical instruments to many of its dealers on a
consignment basis. Because the Company finances inventory on consignment to its
dealers, the Company's borrowings are higher than comparable companies not
operating on the consignment basis.
8
<PAGE> 9
BALDWIN PIANO & ORGAN COMPANY AND SUBSIDIARIES
---------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
-----------------------------------------------------------
The Company has a Revolver with a maximum commitment level of $50
million and an initial due date of October 31, 2001. The Revolver is renewable
for three consecutive one-year periods beyond October 31, 2001. Amounts
outstanding under the Revolver are due one year after demand. However, the
lender retains absolute discretion regarding each advance, even if no event of
default then exists.
Under the Revolver, the lender will make available a line of credit
based upon certain percentages of the carrying value of the Company's
inventories and trade accounts receivable. At March 31, 1997, the Company had
approximately $9.1 million of additional borrowing available under this line of
credit, and considers this availability to be adequate.
The Company's debt agreements contain covenants that restrict, among
other things, the payment of dividends, the repurchase of the Company's common
stock and the Company's ability to incur new indebtedness and to enter new
businesses. Such agreements permit the payment of dividends or the repurchase of
the Company's common stock equal to the lesser of (i) 50% of the Company's
cumulative net earnings since January 1, 1986 or (ii) the amount of unused
borrowing available under the Company's Revolver, reduced by the unpaid portion
of the Company's $4.0 million term loan. Accordingly, at March 31, 1997,
approximately $5.1 million is available for the payment of dividends or the
repurchase of the Company's common stock. Also, under the covenants of the
Company's debt agreements, Finance can only pay dividends or repurchase its own
stock to the extent its net worth exceeds $4.0 million. The Company's debt
agreements contain provisions by which a default under one agreement constitutes
a default under the other agreements.
The Company has entered into negotiations with other potential lenders
and expects to reach agreement on lending terms more favorable than the terms of
agreements with its present lender, although such a result cannot be assured.
In 1996, Finance amended its agreements with an independent entity to
sell substantially all of its installment receivable contracts up to a maximum
outstanding principal amount of $100 million. Certain installment receivables
are not eligible for sale and are retained by Finance. At the time of each
installment receivable sale, Finance receives cash equal to the unpaid principal
balance of the contracts, less a holdback of 10% of the principal balance of the
contracts sold. Finance continues to service all installment receivables sold.
9
<PAGE> 10
BALDWIN PIANO & ORGAN COMPANY AND SUBSIDIARIES
------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
-----------------------------------------------------------
The buyer of the installment receivables earns interest on the
outstanding principal balance of the contracts based upon a floating interest
rate provision. Over the lives of the contracts, the difference between the
actual yield on the installment contracts sold and the amount retained by the
buyer under the floating interest rate provision is remitted to Finance as a
service fee. In February 1994, Finance entered into a five year interest rate
swap agreement in order to reduce the potential impact of an increase in
interest rates on $20 million of installment contracts.
Proceeds from the sale of installment receivables amounted to $16.6
million for the three months ended March 31, 1997 and $12.0 million for the
comparable period in 1996. This increase in 1997 compared to 1996 is largely the
result of an increase in the volume of new installment contracts written at
traditional keyboard dealers and at Company sponsored "event sales".
Under the sale agreements, Finance is required to repurchase accounts
that become more than 120 days past due or accounts that are deemed
uncollectible. The repurchase price is equal to the remaining unpaid principal
balance of the contract on the date repurchased, less the related 10% holdback.
Finance is responsible for all credit losses associated with the sold
receivables. Finance remains contingently liable on approximately $86.0 million
of installment receivables. The Company believes an adequate allowance has been
provided for any uncollectible receivables.
Certain former Wurlitzer dealers finance their inventory with floor
plan loans from an independent bank. The dealers are required to pay the bank
monthly interest payments and pay principal balance after inventory is sold or
held longer than twelve months. The bank may request Wurlitzer to repurchase
notes due from delinquent dealers. If Wurlitzer does not repurchase such notes,
the bank can terminate the floor plan agreement with the dealers and require
Wurlitzer to repurchase up to $.5 million of the outstanding dealer notes. The
Company believes the consolidated financial statements contain adequate
provisions for any loss that may be incurred as a result of this commitment.
Capital expenditures amounted to $.6 million in the first quarter of
1997 and $1.1 million in the comparable period of 1996. At March 31, 1997, the
Company had no material outstanding capital commitments.
On March 11, 1997, the Company announced its agreement to sell its
Church Organ Systems division. The proposed divestiture reflects the Company's
ongoing efforts to focus on its core music products - acoustic and digital
pianos. Sale of the Church Organ Systems division is conditioned upon approval
of the Company's principal lender.
10
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in legal proceedings arising in its normal
course of business. The Company does not believe that any existing claim or suit
will have a material adverse effect on the business or financial condition of
the Company.
The operations of the Company and its predecessors are subject to
federal, state and local laws regulating the discharge of materials into the
environment. The Company does not anticipate that any environmental matters
currently known to the Company will result in any material liability.
ITEM 2. CHANGES IN SECURITIES
No changes have been made to the instruments defining the right of the
holders of the Company's common stock or to the rights of such shareholders.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company is not in default nor has it defaulted on any indebtedness.
The Company is not obligated to pay any dividends or other payment to any of its
shareholders.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters have been submitted to a vote of security holders during the
first quarter of 1997.
ITEM 5. OTHER INFORMATION
Not applicable.
11
<PAGE> 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
3(ii) Amended and Restated Bylaws of Baldwin
Piano & Organ Company, revised as of
February 10, 1997, incorporated by
reference to the Form 8-K of the Company,
dated February 10, 1997.
10.1 Amended and Restated Amendment and
Supplemental Agreement, between Baldwin
Piano & Organ Company and GeneralMusic
S.p.A., dated as of January 1, 1997,
incorporated by reference to the Form 10-K
of the Company for the period ended
December 31, 1996.
19 1997 First Quarter Report to Shareholders
of the Company.
99.1 Press Release, dated January 14, 1997,
announcing Karen L. Hendricks appointment
as Chairman of the Board of the Company,
incorporated by reference to the Form 10-K
of the Company for the period ended
December 31, 1996.
99.2 Press Release, dated March 11, 1997,
announcing the Company's agreement to sell
its Church Organ Systems division.
27 Financial Data Schedule.
------------------------------
Index to Exhibits appears on sequentially numbered page 14.
(b) Report on Form 8-K, dated February 10, 1997.
The report on Form 8-K reported (i)the Company's
Amended and Restated Bylaws, (ii)a Press Release
relating to the impact of strategic initiatives on
performance and the retention of Lehman Brothers, and
(iii)the filing of a No-Action request under the
Securities Exchange Act of 1934.
12
<PAGE> 13
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.
BALDWIN PIANO & ORGAN COMPANY
DATE: May 12, 1997 BY: /s/ KAREN L. HENDRICKS
---------------------- ------------------------
Karen L. Hendricks, Chairman,
Chief Executive Officer and
President
DATE: May 12, 1997 BY: /S/ PERRY H. SCHWARTZ
---------------------- -----------------------
Perry H. Schwartz, Executive
Vice President and Chief
Financial Officer
13
<PAGE> 14
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
Exhibit Sequential
Number Exhibit Page Number
- ------ ------- -----------
<S> <C> <C>
3(ii) Amended and Restated Bylaws of Baldwin Piano & Organ Company,
revised as of February 10, 1997, incorporated by reference to
the Form 8-K of the Company, dated February 10, 1997.
10.1 Amended and Restated Amendment and Supplemental
Agreement, between Baldwin Piano & Organ Company
and GeneralMusic S.p.A., dated as of January 1, 1997,
incorporated by reference to the Form 10-K of the
Company for the period ended December 31, 1996.
19 1997 First Quarter Report to Shareholders of the
Company. 15
99.1 Press Release, dated January 14, 1997, announcing
Karen L. Hendricks appointment as Chairman of the
Board of the Company, incorporated by reference to
the Form 10-K of the Company for the period ended
December 31, 1996.
99.2 Press Release, dated March 11, 1997, announcing the
Company's agreement to sell its Church Organ
Systems division. 17
27 Financial Data Schedule.
</TABLE>
14
<PAGE> 1
Exhibit 19
BUSINESSES
- --------------------------------------------------------------------------------
MANUFACTURING
Acoustic pianos
Actions and keys for the piano industry
Printed circuit boards and electro-mechanical assemblies for OEM manufacturers
of electronic-based products inside and outside the music industry
RETAILING
Company owned outlets in Atlanta, Georgia; Cincinnati, Ohio; Indianapolis,
Indiana; Lexington and Louisville, Kentucky
Independent keyboard dealers (400)
FINANCING
Consumer installment financing
HOME OFFICE
422 Wards Corner Road, Loveland, OH 45140-
8390, (513)576-4500
MANUFACTURING LOCATIONS
Conway, Fayetteville and Trumann, Arkansas;
Greenwood, Mississippi; Juarez, Mexico
REGISTRAR AND TRANSFER AGENT
The Provident Bank, One East Fourth Street
Cincinnati, OH 45202
Baldwin Piano & Organ Company common stock is traded on The Nasdaq National
Market; Symbol: BPAO
[PHOTO]
Baldwin ConcertMaster
[LOGO-BALDWIN]
422 Wards Corner Road, Loveland, OH 45140-8390
[PHOTO - LOGO BALDWIN]
BALDWIN
FIRST QUARTER STATEMENT 1997
<PAGE> 2
TO OUR SHAREHOLDERS
- --------------------------------------------------------------------------------
May 7, 1997
First quarter net income was $246,000, or 7 cents per share, compared with
$684,000, or 20 cents per share a year ago. As expected, Baldwin's decision to
exit several low-margin businesses temporarily increased unit overhead costs and
reduced first quarter operating margins.
First quarter sales for the company's core acoustic and digital music
businesses rose a strong 11 percent and 62 percent, respectively, while overall
sales increased only slightly to $27.3 million, versus last year's $27.1
million. Higher sales for the company's core music businesses were entirely
offset by a $1.8 million sales decline in contract music and contract furniture,
two lower-margin businesses Baldwin decided to exit in the first quarter of
1996.
We are encouraged by the continuing positive trend in sales of our core
music products and the continued profitability of our financing business. The
increase in our digital music business was spectacular and the growth in
acoustic piano sales was one of the strongest ever. Given the continued strength
in music sales and the elimination of several lower-margin businesses, gross
profits will catch up as the cost of goods sold begins to reflect the
significant cost reductions we are achieving in re-engineering piano
manufacturing.
Previously we announced that our new synchronous manufacturing process
allowed us to eliminate nearly 80 manufacturing jobs at four Baldwin factories.
This will net us $1 million in savings in 1997 and considerably more in future
years. We also expect to see additional manufacturing savings before year end.
The positive impact of improved manufacturing efficiency and other strategic
initiatives we've undertaken should begin to materialize in the second half of
1997.
First quarter results also reflect the required adoption of SFAS 125,
which governs the accounting treatment of revenue from the sales of new
contracts in Baldwin's financing subsidiary, Keyboard Acceptance Corporation.
/s/ Karen L. Hendricks
Karen L. Hendricks
Chairman, Chief Executive Officer
and President
CONSOLIDATED SUMMARY OF EARNINGS (UNAUDITED)
================================================================================
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
- --------------------------------------------------------------------------------
Three Months Ended
March 31,
-----------------
1997 1996
- --------------------------------------------------------------------------------
Net sales $ 27,309 $ 27,147
Cost of goods sold 22,533 21,872
- --------------------------------------------------------------------------------
Gross profit 4,776 5,275
Income on the sale of installment receivables 1,873 1,460
Interest income on installment receivables 253 308
Other operating income 734 859
Selling, general and administrative expenses (6,456) (6,326)
Interest expense (796) (525)
- --------------------------------------------------------------------------------
Earnings before income taxes 384 1,051
Income taxes (138) (367)
- --------------------------------------------------------------------------------
Net earnings $ 246 $ 684
- --------------------------------------------------------------------------------
Net earnings per share $ .07 $ .20
================================================================================
Average number of shares outstanding (000) 3,425 3,415
================================================================================
CONSOLIDATED SUMMARY BALANCE SHEETS (UNAUDITED)
================================================================================
(IN THOUSANDS)
March 31,
----------------
1997 1996
- --------------------------------------------------------------------------------
Assets
Receivables, net $ 15,590 $ 14,482
Inventories 55,891 53,121
Other current assets 8,423 6,685
- --------------------------------------------------------------------------------
Total current assets 79,904 74,288
Installment receivables, less current portion 12,884 11,699
Property, plant and equipment, net 16,478 15,603
Other assets 4,902 5,487
- --------------------------------------------------------------------------------
Total assets $114,168 $ 107,077
================================================================================
Liabilities and Shareholders' Equity
Current portion of long-term debt $ 35,588 $ 24,989
Other current liabilities 12,508 15,686
- --------------------------------------------------------------------------------
Total current liabilities 48,096 40,675
Long-term debt, less current portion 3,125 4,025
Other liabilities 6,426 7,579
Shareholders' equity 56,521 54,798
- --------------------------------------------------------------------------------
Total liabilities and shareholders'
equity $114,168 $107,077
================================================================================
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
CONSOLIDATED BALANCE SHEET AND STATEMENT OF EARNINGS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 886
<SECURITIES> 0
<RECEIVABLES> 18,967
<ALLOWANCES> 3,377
<INVENTORY> 55,891
<CURRENT-ASSETS> 79,904
<PP&E> 33,131
<DEPRECIATION> 16,653
<TOTAL-ASSETS> 114,168
<CURRENT-LIABILITIES> 48,096
<BONDS> 4,025
<COMMON> 42
0
0
<OTHER-SE> 56,479
<TOTAL-LIABILITY-AND-EQUITY> 114,168
<SALES> 27,309
<TOTAL-REVENUES> 30,169
<CGS> 22,533
<TOTAL-COSTS> 22,533
<OTHER-EXPENSES> 6,202
<LOSS-PROVISION> 254
<INTEREST-EXPENSE> 796
<INCOME-PRETAX> 384
<INCOME-TAX> 138
<INCOME-CONTINUING> 246
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 246
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<PAGE> 1
Exhibit 99.2
Contacts: Stephen P. Brock Joel Pomerantz
Baldwin Piano The Dilenschneider Group
(513) 576-4648 (212) 922-0900
BALDWIN PIANO & ORGAN COMPANY SELLS
CHURCH ORGAN DIVISION TO DUANE KUHN WHO HEADED UNIT
LOVELAND, OH, March 11 -- Baldwin Piano & Organ Company, (NASDAQ:BPAO)
which celebrates its 135th anniversary this year, said today it has agreed to
sell its Church Organ Systems division to Kuhn Keyboards, Inc., a corporation
organized by Duane Kuhn, a former Baldwin vice president, who had formerly
headed the unit. Sale terms were not disclosed.
Karen L. Hendricks, Baldwin's president, chairman and chief executive,
said "the divestiture reflects our ongoing effort to focus on Baldwin's core
Music Products -- acoustic and digital pianos.
"Sales of church organs in 1996 were a relatively small portion of our
music business, and the unit is not central to our plans going forward," Ms.
Hendricks said. "Duane Kuhn is a highly experienced manager who knows this
segment of the business. I'm sure the dealer network will be well served by
Duane and his team."
Mr. Kuhn said: "Our offer to acquire Baldwin's Church Organ Systems
operation is based on the growth opportunities available in servicing the music
ministry market; we will expand our product line and services so that our dealer
organization will become a resource center for music ministry programs."
In 1996 the National Association of Pastoral Musicians recognized Kuhn
and Baldwin Church Organ Systems with an award for outstanding service to church
musicians.
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Sale of the Church Organ Systems unit is conditioned upon approval of
Baldwin's principal lender, which is anticipated shortly.
Baldwin Piano & Organ Company has manufactured and marketed keyboard
musical products for 135 years and has been providing consumer financing for its
instruments for nearly a century. The market leader in acoustic pianos in the
United States, Baldwin also manufactures electronic and electro-mechanical
components for Original Equipment Manufacturers.
# # #
March 11, 1997
