-----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, A7w6aoxEAki0Tu00EF3eRcjkLvIJhairzeNKzLpSHxrr3K+KxFWcDakjsOS3QuTI bi8zBtStdowB3v+oh0hJLw== 0001157523-06-000761.txt : 20060127 0001157523-06-000761.hdr.sgml : 20060127 20060127101444 ACCESSION NUMBER: 0001157523-06-000761 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060126 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060127 DATE AS OF CHANGE: 20060127 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: 06555543 BUSINESS ADDRESS: STREET 1: 2 TRAP FALLS ROAD STREET 2: SUITE 402 CITY: SHELTON STATE: CT ZIP: 06484 BUSINESS PHONE: 2034021000 MAIL ADDRESS: STREET 1: 2 TRAP FALLS ROAD STREET 2: SUITE 402 CITY: SHELTON STATE: CT ZIP: 06484 8-K 1 a5065860.txt BALDWIN TECHNOLOGY COMPANY, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 26, 2006 ---------------- Baldwin Technology Company, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-9334 13-3258160 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) Two Trap Falls Road, Suite 402, Shelton, CT 06484 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 203-402-1000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition Baldwin Technology Company, Inc. ("Baldwin or the "Company") reported its results of operations for the three and six months ended December 31, 2005. Details of this announcement are contained in the press release of the Company dated January 26, 2006, and furnished with this Current Report on Form 8-K as Exhibit 99.1. Item 8.01 Other Events The Company issued a press release dated January 26, 2006, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Earnings release for the period ended December 31, 2005 issued by the Company on January 26, 2006 (furnished herewith). 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 26, 2006 EX-99.1 2 a5065860ex991.txt BALDWIN TECHNOLOGY COMPANY, INC. EXHIBIT 99.1 Exhibit 99.1 Baldwin Technology Q2 Net Income Up 75% SHELTON, Conn.--(BUSINESS WIRE)--Jan. 26, 2006--Baldwin Technology Company, Inc. (AMEX: BLD), a leading global manufacturer of press accessories and control equipment, announced today that net income for the second fiscal quarter ended December 31, 2005 rose 75% to $1,383,000, or $0.09 per diluted share, up from $788,000, or $0.05 per diluted share, from the comparable quarter last year. Currency translation negatively impacted quarterly net income by $208,000. Net sales for the quarter were $43,826,000, compared to $41,232,000 for the second quarter last year, an increase of more than 6%. However, excluding the unfavorable effects of currency translation of $3,524,000 in the quarter, sales would have increased by close to 15%. Net sales for the six months ended December 31, 2005 of $86,471,000 represented an increase of more than 6% from net sales of $81,229,000 for the six months ended December 31, 2004. Excluding the effects of currency translation, net sales grew by more than 11%. Year-to-date net income was $2,576,000, or $0.17 per diluted share, compared to $1,507,000, or $0.10 per diluted share, for the comparable six-month period in the prior year. The currency impact decreased year-to-date net income by $213,000. Backlog at the end of the quarter was $51,580,000, essentially flat when compared to the level at September 30, 2005, but up approximately 7% from the beginning of the fiscal year. Vijay C. Tharani, Vice President and CFO, commented, "Earnings improved significantly in comparison to the same quarter last year despite the loss of royalty income from expired patents. Our gross margin percentage improved by about 3% quarter over quarter, and our interest expense was less than half of the comparable quarter's figure of a year ago. I am particularly pleased with the strength of our top-line growth, which was approximately 15% excluding the effects of currency. In addition, our operating cash flows for the quarter were approximately $2,800,000." President and COO Karl S. Puehringer, said, "The second quarter results reflected another strong business performance by Baldwin Technology. Printing markets worldwide continued to see steady, stable growth. At the same time, however, market dynamics are driving a growing need in the industry to aggressively reduce costs and improve press productivity. This translates into more demand for the type of process automation that Baldwin Technology's products provide the market." Chairman and CEO Gerald A. Nathe added, "Our products and their benefits will be on display during the next several months at exhibitions such as Graphitec in France and IPEX in England as well as other shows in America and Asia. We remain optimistic about our business prospects, and we see additional opportunities in the global printing accessory and controls business." Baldwin will review its second quarter results and discuss its business outlook during a conference call today beginning at 11 a.m. EST. Call-in information is available on the company's website at http://www.baldwintech.com under the Investor Relations section. Interested investors are encouraged to log onto the website and either participate in the call or access the webcast and replay of the call. Participating in the call will be Baldwin Technology Chairman and CEO Gerald Nathe, President and COO Karl Puehringer and Vice President and CFO Vijay Tharani. About Baldwin Baldwin Technology Company, Inc. is a leading global manufacturer of press accessories and controls for the commercial and newspaper printing industries. Baldwin offers its customers a broad range of market-leading technologies, products and systems that enhance the quality of printed products and improve the economic and environmental efficiency of printing presses. Headquartered in Shelton, Ct., the company has sales and service centers, product development and manufacturing operations in the Americas, Asia and Europe. Baldwin's technology and products include cleaning systems, fluid management and ink control systems, web press protection systems and drying systems. For more information, visit http://www.baldwintech.com. Investors may contact Frank Hawkins or Julie Marshall at (305) 451-1888 or e-mail info@hawkassociates.com. For an online investment kit, visit http://www.hawkassociates.com. An investment profile about Baldwin Technology may be found at http://www.hawkassociates.com/baldwin/profile.htm. 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, 2005. Baldwin Technology Company, Inc. Condensed Consolidated Statements of Income (Unaudited, in thousands, except per share data) Quarter ended December 31, ----------------- 2005 2004 ------- ------- Net sales $43,826 $41,232 Cost of goods sold 29,040 28,525 ------- ------- Gross profit 14,786 12,707 Operating expenses 12,421 11,446 ------- ------- Operating income 2,365 1,261 Interest expense 249 571 Interest (income) (33) (30) Other expense (income), net 12 (626) ------- ------- Income before income taxes 2,137 1,346 Provision for income taxes 754 558 ------- ------- Net income $ 1,383 $ 788 ======= ======= Net income per share - basic and diluted $ 0.09 $ 0.05 ======= ======= Weighted average shares outstanding - basic 14,953 14,901 ======= ======= Weighted average shares outstanding - diluted 15,666 15,319 ======= ======= Six Months ended December 31, ----------------- 2005 2004 ------- ------- Net sales $86,471 $81,229 Cost of goods sold 57,629 56,431 ------- ------- Gross profit 28,842 24,798 Operating expenses 24,323 22,137 ------- ------- Operating income 4,519 2,661 Interest expense 547 1,523 Interest (income) (61) (53) Other expense (income), net (121) (1,393) ------- ------- Income before income taxes 4,154 2,584 Provision for income taxes 1,578 1,077 ------- ------- Net income $ 2,576 $ 1,507 ======= ======= Net income per share - basic and diluted $ 0.17 $ 0.10 ======= ======= Weighted average shares outstanding - basic 14,983 14,887 ======= ======= Weighted average shares outstanding - diluted 15,570 15,335 ======= ======= Baldwin Technology Company, Inc. Condensed Consolidated Balance Sheets (In thousands, unaudited) December June 30, 31, 2005 2005 Current assets -------- -------- Cash $ 16,949 $ 15,443 Trade receivables 34,640 35,250 Inventories 21,878 22,755 Prepaid expenses and other 3,656 3,548 -------- -------- Total current assets 77,123 76,996 Property, plant and equipment, net 3,201 3,415 Intangible assets 13,105 13,483 Other assets 14,978 15,457 -------- -------- Total assets 108,407 109,351 ======== ======== Current liabilities Loans payable $ 2,544 $ 2,705 Current portion of long-term debt 1,251 1,033 Other current liabilities 44,802 47,759 -------- -------- Total current liabilities 48,597 51,497 Long-term debt 11,940 12,223 Other long-term liabilities 6,682 6,400 -------- -------- Total liabilities 67,219 70,120 -------- -------- Shareholders' equity 41,188 39,231 -------- -------- Total liabilities and shareholders' equity 108,407 109,351 ======== ======== CONTACT: Hawk Associates, Inc. Frank N. Hawkins, Jr. or Julie Marshall 305-451-1888 info@hawkassociates.com http://www.hawkassociates.com -----END PRIVACY-ENHANCED MESSAGE-----