-----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, DMF2rG9i+ZMQ+GufS5wKAW8t/g99ZlFb+zNa4QJ7Xvo3aMeCiSdHEbZi5PslrK8K pm7sp6M8/W+nRS1I0PzbtA== 0001157523-04-007948.txt : 20040819 0001157523-04-007948.hdr.sgml : 20040819 20040819154104 ACCESSION NUMBER: 0001157523-04-007948 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040819 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040819 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: 04986288 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 a4705348.txt BALDWIN TECHNOLOGY 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 August 19, 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 quarter and year ended June 30, 2004 issued by the Company on August 18, 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 quarter and year ended June 30, 2004. Details of this announcement are contained in the press release of the Company dated August 18, 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: August 19, 2004 3 EX-99.1 2 a4705348ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Baldwin Reports Higher Sales and Earnings and Returns to Profitability for Fiscal 2004 SHELTON, Conn.--(BUSINESS WIRE)--Aug. 18, 2004--Baldwin Technology Company, Inc. (ASE:BLD) announced today that net sales for the fiscal year ended June 30, 2004 were $158.1 million versus $134.2 million for the year ended June 30, 2003, an increase of almost 18%. Net sales for the fourth quarter ended June 30, 2004 were $41.4 million compared to $35.1 million for the fourth quarter in the prior year, representing an increase of approximately 18%. Net Income for the quarter ended June 30, 2004 was $4.4 million or $0.28 per diluted share compared to a net loss of ($4.5 million) or ($0.30) per diluted share for the same quarter in the prior fiscal year. For the full year ended June 30, 2004, the Company recorded net income of $7.0 million or $0.46 per diluted share, which represented an improvement of $18 million or $1.22 per diluted share when compared to the prior year. Included in the Net Income for the quarter and year ended June 30, 2004 are certain net favorable tax adjustments amounting to approximately $3.9 million. Specifically, the Company's tax provision for the fourth quarter and year ended June 30, 2004 was negatively and positively impacted by several items. Recent changes in tax laws in Germany impose deduction limitations on the amount of previously recorded Net Operating Losses (NOLs) that can be utilized against current income. In addition, the Company's taxable income was better than anticipated in some jurisdictions with higher marginal tax rates. Offsetting these increases in the Company's tax expense was the required reversal of a valuation allowance the Company had previously recorded against its German NOLs due to recent profitability and continuing projected improvement in the Company's German subsidiary. Orders for the fourth quarter ended June 30, 2004 were $34.5 million. Due to stronger than expected shipments, the Company's backlog as of June 30, 2004 declined to approximately $45 million, down from $49.7 million at June 30, 2003. Strong order intake since year-end has improved current backlog to approximately $47 million. Vijay Tharani, Vice President and CFO, commented: "We are very pleased with the financial results for Fiscal 2004. These results reflect favorably on the actions undertaken by the Company over the past year to improve its operating and financial performance. The Company is operating its business with fewer employees, managing its assets more effectively, tightly controlling its expenses, and shipping its order backlog more quickly. All of this has contributed to a very good year for Baldwin. In addition, we are currently in discussions with selected lenders to refinance our existing lines of credit, which will materially lower our cost of borrowings." Gerald Nathe, Chairman and President, added: "I am very proud of the contributions of the Baldwin employees to the Company's performance this past year. They implemented and executed a range of action plans focused on customers, operations, expenses and financial matters. The results of these efforts are reflected in the significant improvement of Fiscal 2004 over Fiscal 2003. Although the global economic recovery remains unsteady, our industry difficult, and our competition formidable, we expect to carry the business momentum from Fiscal 2004 into Fiscal 2005." Baldwin plans to review its year-end results and discuss its business outlook during a conference call today beginning at 11:00 a.m. ET. 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 website and 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 Vice President and Chief Financial Officer, Vijay C. Tharani. Baldwin Technology Company, Inc. is a leading international manufacturer of controls and accessories for the printing industry. Baldwin Technology Company, Inc. Condensed Consolidated Statements of Income (In thousands, except per share data) (Unaudited) Quarter ended June 30, ----------------- 2004 2003 -------- -------- Net sales $41,386 $35,055 Cost of goods sold 28,297 23,409 -------- -------- Gross profit 13,089 11,646 Operating expenses 11,265 10,700 Restructuring charges 22 201 Settlement and other charges -- 1,205 -------- -------- Operating income (loss) 1,802 (460) Interest expense 1,247 594 Interest income (29) (82) Other expense (income), net (172) 1,191 -------- -------- Income (loss) before income taxes 756 (2,163) Provision for income taxes (3,622) 2,343 -------- -------- Net income (loss) $4,378 $(4,506) ======== ======== Net income (loss) per share - basic $0.29 $(0.30) ======== ======== Net income (loss) per share - diluted $0.28 $(0.30) ======== ======== Weighted average shares outstanding - basic 14,961 15,015 ======== ======== Weighted average shares outstanding - diluted 15,457 15,015 ======== ======== Year ended June 30, ------------------- 2004 2003 --------- --------- Net sales $158,110 $134,208 Cost of goods sold 108,074 93,788 --------- --------- Gross profit 50,036 40,420 Operating expenses 43,329 43,101 Restructuring charges 448 3,605 Settlement and other charges -- 1,205 --------- --------- Operating income (loss) 6,259 (7,491) Interest expense 4,985 2,411 Interest income (119) (281) Other income, net (3,920) (783) --------- --------- Income (loss) before income taxes 5,313 (8,838) Provision for income taxes (1,673) 2,578 --------- --------- Income (loss) from continuing operations 6,986 (11,416) Discontinued operations: Loss from operations (net of applicable incomes taxes of $0) -- (253) Gain on sale (net of applicable income taxes of $0) -- 543 --------- --------- Net income (loss) $6,986 $(11,126) ========= ========= Income (loss) per share Continuing operations - basic $0.47 $(0.76) Continuing operations - diluted $0.46 $(0.76) Discontinued operations - basic and diluted $-- $(0.02) Discontinued operations - gain on sale - basic and diluted $-- $0.04 --------- --------- Weighted average shares outstanding - basic 15,001 15,015 ========= ========= Weighted average shares outstanding - diluted 15,286 15,015 ========= ========= Condensed Consolidated Balance Sheets (In thousands, unaudited) June 30, June 30, Assets 2004 2003 --------- --------- Cash and equivalents $12,008 $6,950 Trade Receivables 37,725 32,438 Inventory 24,998 22,769 Prepaid expenses and other 6,154 5,143 --------- --------- Total Current Assets 80,885 67,300 Property, plant and equipment, net 4,540 5,022 Intangible assets 13,363 12,364 Other assets 16,358 12,147 --------- --------- Total assets $115,146 $96,833 ========= ========= Current liabilities Loans payable $2,757 $3,301 Current portion of long-term debt 20,523 16,247 Other current liabilities 48,634 43,688 --------- --------- Total current liabilities 71,914 63,236 Long-term debt 1,794 521 Other long-term liabilities 6,732 6,795 --------- --------- Total liabilities 80,440 70,552 Shareholders equity 34,706 26,281 --------- --------- Total liabilities and shareholders equity $115,146 $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-----