-----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, LldzGctz2rt9AM8frlwVr2mAofKvAnsEXxodIWsKiHHBIgR9+Fu1Fim/Kh0H6W/F BRZQCqEZoY9U+I/VPX1Xtg== 0001157523-04-000788.txt : 20040130 0001157523-04-000788.hdr.sgml : 20040130 20040130131219 ACCESSION NUMBER: 0001157523-04-000788 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040129 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALDWIN TECHNOLOGY CO INC CENTRAL INDEX KEY: 0000805792 STANDARD INDUSTRIAL CLASSIFICATION: PRINTING TRADES MACHINERY & EQUIPMENT [3555] IRS NUMBER: 133258160 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09334 FILM NUMBER: 04555119 BUSINESS ADDRESS: STREET 1: 12 COMMERCE DRIVE CITY: SHELTON STATE: CT ZIP: 06484 BUSINESS PHONE: 2034021000 MAIL ADDRESS: STREET 1: 12 COMMERCE DRIVE CITY: SHELTON STATE: CT ZIP: 06484 8-K 1 a4561532.txt BALDWIN TECHNOLOGY COMPANY, INC. 8-K 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 January 29, 2004 ----------------------------- Date of Report (Date of earliest event reported) Baldwin Technology Company, Inc. -------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-9334 13-3258160 - ---------------------------- -------------- ------------------ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) Twelve Commerce Drive, Shelton, CT. 06484 ----------------------------------------------------- (Address of Principal Executive Offices and Zip Code) (203) 402-1000 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A ------------------------------------------------------------- (Former Name or Former Address, if changed since Last Report) 1 Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Earnings release for the period ended December 31, 2003 issued by the Company on January 29, 2004 (filed herewith). Item 9. Regulation FD disclosure. The following information is being furnished pursuant to "Item 12 Results of Operations and Financial Condition" in accordance with SEC Release No. 33-8216. Baldwin Technology Company, Inc. ("Baldwin or the "Company") reported its results of operations for the three and six months ended December 31, 2003. Details of this announcement are contained in the press release of the Company dated January 29, 2004, and included in this Current Report on Form 8-K as Exhibit 99.1. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. BALDWIN TECHNOLOGY COMPANY, INC. (Registrant) By: /s/VIJAY C. THARANI ----------------------------- Vijay C. Tharani (Chief Financial Officer) Dated: January 29, 2004 3 EX-99 3 a4561532ex991.txt BALDWIN TECHNOLOGY COMPANY, INC. PRESS RELEASE Exhibit 99.1 Baldwin Reports Increased Sales, Income and EPS in Second Quarter SHELTON, Conn.--(BUSINESS WIRE)--Jan. 29, 2004--Baldwin Technology Company, Inc. (ASE:BLD), a leading international manufacturer of accessory and control equipment for the printing industry, today reported financial results for its second fiscal quarter ended December 31, 2003. Net income for the second quarter was $1,224,000 or $0.08 per diluted share, up from $990,000 or $0.07 per diluted share for the second quarter of the prior year, which included a $0.04 per share gain from the sale of a discontinued operation. Net sales for the quarter were $39,443,000, an increase from $35,288,000 for the quarter ended December 31, 2002. Backlog as of the end of December 2003 was approximately $56,800,000 up from $49,700,000 at June 30, 2003, and $47,300,000 for the comparable quarter last year. Net sales for the six months ended December 31, 2003 were $73,954,000 compared to $68,092,000 for the comparable period in the prior year. Year to date net income was $1,903,000 or $0.13 per diluted shares compared to a loss of ($5,503,000) or ($0.37) per diluted share for the six months ended December 31, 2002. Vijay C. Tharani, Vice President and CFO, commented: "We have indicated in previous conference calls that our accessories and controls products seem to be doing well in the market, and our quarterly results are reflective of that improved performance. In addition to strong sales activity, our orders for the second quarter were $43,126,000, including a favorable translation gain of about $2,653,000. This level of order activity has led to a healthy backlog of about $56,800,000 as we start the second half of the fiscal year." Gerald A. Nathe, Chairman, President and CEO, commented: "We are pleased to report continued improvement in our Company's performance. Our employees around the world have been increasingly effective in procuring, producing and delivering our products to the market. At the same time, there have been improvements in the demand for our types of printing equipment products in the retrofit, used and new equipment marketplace. We expect that improving prospects in our major geographic regions will help to achieve better margins and profitability in the future." Baldwin plans to review its second quarter results and discuss its business outlook during a conference call today beginning at 11:00 a.m. EST. Call in information is available on the Company's web site at www.baldwintech.com under the Investor Relations section. Interested investors are encouraged to log onto the web site and either participate in the call or access the webcast of the call. Participating in the call will be Baldwin's Chairman, President and Chief Executive Officer, Gerald A. Nathe, as well as its Chief Financial Officer, Vijay C. Tharani. Baldwin Technology Company, Inc. Condensed Consolidated Statements of Income (Unaudited, in thousands, except per share data) Quarter ended December 31, 2003 2002 ------- -------- Net Sales $39,443 $35,288 Cost of Goods Sold 26,646 23,806 ------- -------- Gross Profit 12,797 11,482 Operating Expenses 11,290 10,475 Restructuring Charges 43 50 ------- -------- Operating Income 1,464 957 Interest Expense 1,418 600 Interest (Income) (30) (65) Other (Income), net (1,938) (453) ------- -------- Income from continuing operations before income taxes 2,014 875 Provision for income taxes 790 363 ------- -------- Income from continuing operations 1,224 512 Discontinued operations: (Loss) income for operations (net of applicable income taxes of $0) 0 (65) Gain on sale (net of applicable income taxes of $0) 0 543 ------- -------- Net income $1,224 $990 ======= ======== Net income per share - basic and diluted Continuing operations $0.08 $0.03 Discontinued operations - income from operations 0.00 0.00 Discontinued operations - gain on sale 0.00 0.04 ------- -------- Net income per share - basic and diluted $0.08 $0.07 ======= ======== Weighted average shares outstanding - basic 15,015 15,015 ======= ======== Weighted average shares outstanding - diluted 15,245 15,015 ======= ======== Six Months ended December 31, ---------------- 2003 2002 ------- -------- Net Sales $73,954 $68,092 Cost of Goods Sold 50,388 47,422 ------- -------- Gross Profit 23,566 20,670 Operating Expenses 20,847 22,053 Restructuring Charges 425 3,337 ------- -------- Operating Income (loss) 2,294 (4,720) Interest Expense 2,355 1,318 Interest (Income) (56) (141) Other (Income), net (3,181) (726) ------- -------- Income (loss) from continuing operations before income taxes 3,176 (5,171) Provision for income taxes 1,273 622 ------- -------- Income (loss) from continuing operations 1,903 (5,793) Discontinued operations: Loss from operations (net of applicable income taxes of $0) 0 (253) Gain on sale (net of applicable income taxes of $0) 0 543 ------- -------- Net income (loss) $1,903 $(5,503) ======= ======== Net income (loss) per share - basic and diluted Continuing operations $0.13 $(0.39) Discontinued operations - loss from operations 0.00 (0.02) Discontinued operations - gain on sale 0.00 0.04 ------- -------- Net income (loss) per share - basic and diluted $0.13 $(0.37) ======= ======== Weighted average shares outstanding - basic 15,015 15,015 ======= ======== Weighted average shares outstanding - diluted 15,130 15,015 ======= ======== Baldwin Technology Company, Inc. Condensed Consolidated Balance Sheets (In thousands, unaudited) December June 31, 30, Assets 2003 2003 -------- -------- Cash and equivalents $12,678 $6,950 Trade Receivables 35,007 32,438 Inventory 25,404 22,769 Prepaid expenses and other 9,153 5,143 -------- -------- Total Current Assets 82,242 67,300 Property, plant and equipment, net 4,904 5,022 Intangible assets 13,474 12,364 Other assets 12,393 12,147 -------- -------- Total assets $113,013 $96,833 ======== ======== Current liabilities Loans payable $2,794 $3,301 Current portion of long-term debt 20,911 16,247 Other current liabilities 49,607 43,688 -------- -------- Total current liabilities 73,312 63,236 Long-term debt 2,367 521 Other long-term liabilities 7,111 6,795 -------- -------- Total liabilities 82,790 70,552 Shareholders' equity 30,223 26,281 -------- -------- Total liabilities and shareholders' equity $113,013 $96,833 ======== ======== CAUTIONARY STATEMENT--This Release may contain statements regarding expected future order, backlog and sales rates, operating margins and profitability or other statements, which may constitute "forward-looking" information as defined in the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and actual results may differ. See Exhibit 99 to the Company's Form 10-K Report for the fiscal year ended June 30, 2003. CONTACT: Baldwin Technology Company, Inc. Helen P. Oster, 203-402-1004 -----END PRIVACY-ENHANCED MESSAGE-----