UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
Form 10-Q
[Mark One]
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For quarter ended March 31, 2006
OR
[ ] 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 1-9334
BALDWIN TECHNOLOGY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3258160
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 Trap Falls Road, Suite 402, Shelton, Connecticut 06484
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 203-402-1000
N/A
(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 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 [ ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
YES [ ] NO [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Outstanding at
Class April 28, 2006
----- --------------
Class A Common Stock
$0.01 par value 13,629,287
Class B Common Stock
$0.01 par value 1,365,111
BALDWIN TECHNOLOGY COMPANY, INC.
INDEX
Page
-----
Part I Financial Information
Item 1 Financial Statements
Consolidated Balance Sheets at March 31, 2006
(unaudited) and June 30, 2005 1-2
Consolidated Statements of Income for the three
and nine months ended March 31, 2006 (unaudited)
and 2005 (unaudited) 3
Consolidated Statements of Changes in
Shareholders' Equity for the nine months ended
March 31, 2006 (unaudited) 4
Consolidated Statements of Cash Flows for the
nine months ended March 31, 2006 (unaudited) and
2005 (unaudited) 5-6
Notes to Consolidated Financial Statements
(unaudited) 7-13
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 13-20
Item 3 Quantitative and Qualitative Disclosures About
Market Risk 20
Item 4 Controls and Procedures 20
Part II Other Information
Item 1A Risk Factors 21
Item 2 Unregistered Sales of Equity Securities and Use
of Proceeds 21
Item 6 Exhibits 21
Signatures 22
BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
ASSETS
March 31, 2006 June 30, 2005
-------------- -------------
CURRENT ASSETS:
Cash $ 17,059 $ 15,443
Accounts receivable trade, net of allowance for doubtful
accounts of $1,649 ($1,962 at June 30, 2005) 27,930 27,160
Notes receivable, trade 9,457 8,090
Inventories, net 23,609 22,755
Deferred taxes 382 416
Prepaid expenses and other 3,035 3,132
-------- --------
Total Current Assets 81,472 76,996
-------- --------
MARKETABLE SECURITIES:
Cost $599 ($610 at June 30, 2005) 1,015 678
-------- --------
PROPERTY, PLANT AND EQUIPMENT, at cost:
Land and buildings 939 936
Machinery and equipment 2,172 2,082
Furniture and fixtures 3,680 3,796
Capital leases 246 391
-------- --------
7,037 7,205
Less: Accumulated depreciation and amortization (3,748) (3,790)
-------- --------
Net Property, Plant and Equipment 3,289 3,415
-------- --------
PATENTS, TRADEMARKS AND ENGINEERING DRAWINGS, at cost, less
accumulated amortization of $4,857 ($4,559 at June
30, 2005)
2,556 2,561
GOODWILL, less accumulated amortization of $3,302 ($3,456
at June 30, 2005)
10,566 10,922
DEFERRED TAXES 10,354 10,623
OTHER ASSETS 3,600 4,156
-------- --------
TOTAL ASSETS $112,852 $109,351
======== ========
The accompanying notes to consolidated financial statements
are an integral part of these statements.
1
BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
LIABILITIES AND SHAREHOLDERS' EQUITY
March 31, 2006 June 30, 2005
-------------- -------------
CURRENT LIABILITIES:
Loans payable $ 2,549 $ 2,705
Current portion of long-term debt 1,248 1,033
Accounts payable, trade 15,343 14,789
Notes payable, trade 9,318 9,278
Accrued salaries, commissions, bonus and
profit-sharing 7,074 7,641
Customer deposits 4,955 3,320
Accrued and withheld taxes 1,518 2,041
Income taxes payable 1,778 1,204
Other accounts payable and accrued liabilities 8,442 9,486
-------- --------
Total current liabilities 52,225 51,497
-------- --------
LONG TERM LIABILITIES:
Long-term debt 10,574 12,223
Other long-term liabilities 6,748 6,400
-------- --------
Total long-term liabilities 17,322 18,623
-------- --------
Total liabilities 69,547 70,120
-------- --------
SHAREHOLDERS' EQUITY:
Class A Common Stock, $.01 par, 45,000,000 shares
authorized, 16,695,140 shares issued at March
31, 2006 and 16,575,349 shares issued at June
30, 2005
167 166
Class B Common Stock, $.01 par, 4,500,000 shares
authorized, 2,086,258 shares issued at March
31, 2006 and 2,137,883 shares issued at June
30, 2005
21 21
Capital contributed in excess of par value 57,521 57,065
Accumulated Deficit (3,311) (7,632)
Accumulated other comprehensive income 1,628 2,332
Less: Treasury stock, at cost:
Class A - 3,630,202 shares at March 31, 2006
and June 30, 2005
Class B - 172,464 shares at March 31, 2006
and June 30, 2005 (12,721) (12,721)
-------- --------
Total shareholders' equity 43,305 39,231
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $112,852 $109,351
======== ========
The accompanying notes to consolidated financial statements
are an integral part of these statements.
2
BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
For the three months For the nine months
ended March 31, ended March 31,
-------------------- -------------------
2006 2005 2006 2005
------- ------- -------- --------
Net Sales $45,447 $43,673 $131,918 $124,902
Cost of goods sold 30,384 29,232 88,013 85,663
------- ------- -------- --------
Gross Profit 15,063 14,441 43,905 39,239
------- ------- -------- --------
Operating Expenses:
General and administrative 4,912 4,877 14,551 12,827
Selling 3,694 3,364 10,780 10,329
Engineering and development 3,537 4,104 11,135 11,326
Restructuring charges -- (338) -- (338)
------- ------- -------- --------
12,143 12,007 36,466 34,144
------- ------- -------- --------
Operating income 2,920 2,434 7,439 5,095
------- ------- -------- --------
Other (income) expense:
Interest expense 256 462 803 1,985
Interest income (31) (26) (92) (79)
Royalty income, net -- (280) (200) (1,797)
Other (income) expense, net (43) (95) 36 29
------- ------- -------- --------
182 61 547 138
------- ------- -------- --------
Income before income taxes 2,738 2,373 6,892 4,957
Provision for income taxes 993 864 2,571 1,941
------- ------- -------- --------
Net income $ 1,745 $ 1,509 $ 4,321 $ 3,016
======= ======= ======== ========
Net income per share - basic and diluted
Income per share - basic $ 0.12 $ 0.10 $ 0.29 $ 0.20
Income per share - diluted 0.11 0.10 0.28 0.20
------- ------- -------- --------
Weighted average shares outstanding:
Basic 14,966 14,911 14,947 14,895
======= ======= ======== ========
Diluted 15,806 15,274 15,649 15,315
======= ======= ======== ========
The accompanying notes to consolidated financial statements
are an integral part of these statements.
3
BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARES) (UNAUDITED)
Capital
Class A Class B Contributed Accumulated
Common Stock Common Stock In Other Treasury Stock
------------------ ----------------- Excess Retained Comprehensive -------------------- Comprehensive
Shares Amount Shares Amount of Par Deficit Income Shares Amount Income
---------- ------ --------- ------ ----------- -------- ------------- ---------- -------- -------------
Balance at
June 30, 2005 16,575,349 $166 2,137,883 $21 $57,065 $(7,632) $2,332 (3,802,666) $(12,721)
Net income for the
nine months
ended March 31,
2006 4,321 $4,321
Translation
adjustment (917) (917)
Unrealized gain on
available-for-
sale
securities, net
of tax 201 201
Deferred stock
based compen-
sation 330
Unrealized gain on
forward
contracts, net
of tax 12 12
------
Comprehensive
Income $3,617
======
Conversion of
Shares 51,625 (51,625)
Shares issued
under Stock
Option Plan 68,166 1 126
---------- ---- --------- --- ------- ------- ------ ---------- --------
Balance at
March 31, 2006 16,695,140 $167 2,086,258 $21 $57,521 $(3,311) $1,628 (3,802,666) $(12,721)
========== ==== ========= === ======= ======= ====== ========== ========
The accompanying notes to consolidated financial statements are an integral part
of these statements.
4
BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
For the nine months ended
March 31,
-------------------------
2006 2005
-------- -----------
Cash flows from operating activities:
Net income $ 4,321 $ 3,016
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,053 1,210
Accrued retirement pay 600 173
Provision for losses on accounts receivable 74 76
Stock compensation expense 332 --
Write off of fixed assets 55 80
Restructuring charges -- (338)
Deferred income taxes 57 5
Changes in assets and liabilities:
Accounts and notes receivable (3,352) 1,646
Inventories (1,221) 1,651
Prepaid expenses and other 4 2,001
Other assets 443 (430)
Customer deposits 1,775 631
Accrued compensation (487) (633)
Payments against restructuring charges -- (469)
Accounts and notes payable, trade 1,367 (1,303)
Income taxes payable 608 (1,373)
Accrued and withheld taxes (523) (286)
Other accounts payable and accrued liabilities (924) (457)
Interest payable (37) (95)
------- -------
Net cash provided by operating activities 4,145 5,105
------- -------
Cash flows from investing activities:
Additions of property, plant and equipment (630) (473)
Additions of patents and trademarks (296) (498)
------- -------
Net cash (used) by investing activities (926) (971)
------- -------
Cash flows from financing activities:
Long-term and short-term debt borrowings 899 --
Long-term and short-term debt repayments (2,230) (5,234)
Principal payments under capital lease obligations (74) (93)
Payment of debt financing costs -- (259)
Other long-term liabilities (6) 54
Proceeds of stock option exercise 127 48
------- -------
Net cash (used) by financing activities (1,284) (5,484)
------- -------
Effects of exchange rate changes (319) 379
------- -------
Net increase in cash and cash equivalents 1,616 (971)
Cash and cash equivalents at beginning of period 15,443 12,008
------- -------
Cash and cash equivalents at end of period $17,059 $11,037
======= =======
The accompanying notes to consolidated financial statements
are an integral part of these statements.
5
BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
For the nine months
ended March 31,
-------------------
2006 2005
------ ------
Cash paid during the period for:
Interest $ 840 $2,080
Income taxes $1,921 $3,286
The accompanying notes to consolidated financial statements
are an integral part of these statements.
6
BALDWIN TECHNOLOGY COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION:
Baldwin Technology Company, Inc. and its subsidiaries ("Baldwin" or the
"Company") are engaged primarily in the development, manufacture and sale of
accessories and controls for the printing industry.
The accompanying unaudited consolidated financial statements include the
accounts of Baldwin and its subsidiaries and have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and in compliance with the rules and
regulations of the Securities and Exchange Commission. These financial
statements reflect all adjustments of a normal recurring nature, which are in
the opinion of management, necessary to present a fair statement of the results
for the interim periods. These financial statements should be read in
conjunction with the consolidated financial statements and related notes
included in the Company's latest Annual Report on Form 10-K for the fiscal year
ended June 30, 2005.
NOTE 2 - RECENTLY ISSUED ACCOUNTING STANDARDS:
On June 1, 2005, the FASB issued Statement of Financial Accounting
Standards No. 154, "Accounting Changes and Error Corrections - a replacement of
APB Opinion No. 20 and FASB Statement No. 3" ("SFAS 154"). SFAS 154 changes the
requirements for the accounting and reporting of a change in accounting
principle. SFAS 154 applies to all voluntary changes in accounting principle as
well as changes required by an accounting pronouncement that do not otherwise
include specific transition provisions. Previously, most changes in accounting
principle were required to be recognized by including in net income of the
period of the change the cumulative effect of changing to the new accounting
principle. SFAS 154 requires retrospective application in prior periods'
financial statements of a change in accounting principle as if that principle
had always been used. In addition, SFAS 154 requires that retrospective
application of a change in accounting principle be limited to the direct effects
of the change while indirect effects should be recognized in the period of the
accounting change. SFAS 154 will be effective for fiscal years beginning after
December 15, 2005. The impact of the adoption of SFAS 154 will depend upon the
nature of accounting changes the Company may initiate in future periods, if any.
The FASB issued Statement of Financial Accounting Standards No. 155,
"Accounting for Certain Hybrid Financial Instruments - an amendment of FASB
Statements No. 133 and 140" ("SFAS 155") and Statement of Financial Accounting
Standards No. 156, "Accounting for Servicing of Financial Assets - an amendment
of FASB Statement No. 140") ("SFAS 156") during February and March 2006,
respectively. SFAS 155 and SFAS 156 are effective for fiscal years beginning
after September 15, 2006. The subject matter and underlying accounting
requirements for these statements is generally not applicable to any of the
Company's existing business or financing operations. Accordingly, it is
anticipated that SFAS 155 and 156 will have no impact on the Company's
consolidated financial position, results of operations or cash flows.
NOTE 3 - LONG TERM DEBT:
Effective July 1, 2005, the Company amended its primary source of outside
financing, the revolving credit agreement with Maple Bank GmbH (the "Credit
Agreement"). Borrowings under the credit facility are subject to a borrowing
base and bear interest at a rate equal to the three-month Euribor rate (as
defined in the Credit Agreement) plus (i) 3.375%, (5.125% for the period ended
March 31, 2005) for loans denominated in U.S. Dollars or (ii) 3.775% (5.525% for
the period ended March 31, 2005) for loans denominated in Euros. The Credit
Agreement does not require the Company to meet any financial covenants, except
for the limitation on annual capital expenditures; however, it contains a
material adverse effect clause, which provides that Maple Bank would not be
obligated to fund any loan, convert or continue any loan as a LIBOR loan or
issue any new letters of credit in the event of a material adverse effect.
Management does not anticipate that such an event will occur; however, there can
be no assurance that such an event will not occur.
7
(IN THOUSANDS)
-----------------------------------------
MARCH 31, 2006 JUNE 30, 2005
------------------- -------------------
CURRENT LONG-TERM CURRENT LONG-TERM
------- --------- ------- ---------
Revolving Credit Facility due October 1, 2008,
interest rate 5.525% plus three-month
euribor rate (2.153% at June 30) ............. $ -- $ -- $ -- $11,504
Revolving Credit Facility due October 1, 2008,
interest rate 3.775% plus three-month
euribor rate (2.637% at March 31) ............ -- 9,976 -- --
Term loan payable by foreign subsidiary
due September 2008, interest rate 1.81%(a) ... 282 425 -- --
Term Loan payable by foreign subsidiary
due December 8, 2006, interest rate 1.5% ..... 850 -- 902 450
Note payable by foreign subsidiary
through 2008, interest rate 5.95% ............ 116 173 115 259
Note payable by foreign subsidiary
through February 2007, interest rates
ranging from 4.58% to 4.67% .................. -- -- 16 10
------ ------- ------ -------
$1,248 $10,574 $1,033 $12,223
====== ======= ====== =======
(a) Yen 100,000,000 3-year term loan (approximately $882,000). Quarterly
principal payments of Yen 8,333,000, interest rate at Tokyo Inter Bank
offered rate (TIBOR) plus .075%. The Company entered into an interest rate
swap that converts variable rate payable on the loan to fixed rate of 1.81%
and has the same maturity date as the term loan.
The Company maintains relationships with both foreign and domestic banks,
which combined have extended short and long term credit facilities to the
Company totaling $36,094,000, including $30,000,000 available under the Credit
Agreement. As of March 31, 2006, the Company had $17,533,000 outstanding under
these credit facilities, including $13,138,000 (including letters of credit)
under the Credit Agreement.
NOTE 4 - NET INCOME (LOSS) PER SHARE:
Basic net income per share includes no dilution and is computed by dividing
net income available to common stockholders by the weighted average number of
common shares outstanding for the period. Diluted net income per share reflects
the potential dilution of securities that could share in the earnings of an
entity. The weighted average shares outstanding used to compute diluted net
income per share include 840,000 and 702,000 of potentially dilutive shares,
respectively, for the three and nine months ended March 31, 2006 and 363,000 and
420,000 of potentially dilutive shares, respectively, for the three and nine
months ended March 31, 2005. Outstanding options to purchase 179,000 and 841,000
shares of the Company's common stock for the nine months ended March 31, 2006
and 2005, respectively, are not included in the above calculation to compute
diluted net income per share as their exercise prices exceeded the current
market value of these shares.
NOTE 5 -OTHER COMPREHENSIVE INCOME (LOSS):
Accumulated Other Comprehensive Income (Loss) ("AOCI") is comprised of
various items, which affect equity that result from recognized transactions and
other economic events other than transactions with owners in their capacity as
owners. AOCI is included in stockholders' equity in the consolidated balance
sheets. AOCI consists of the following:
8
(in thousands)
------------------------------
March 31, 2006 June 30, 2005
-------------- -------------
(Unaudited)
Cumulative translation adjustments $1,484 $2,407
Unrealized gain on investments,
net of tax 241 40
Unrealized loss on forward
contracts, net of tax (23) (35)
Minimum pension liability, net of tax (74) (80)
------ ------
$1,628 $2,332
====== ======
NOTE 6 - INVENTORIES:
Inventories consist of the following:
(in thousands)
------------------------------
March 31, 2006 June 30, 2005
-------------- -------------
(Unaudited)
Raw materials $11,656 $11,453
In process 4,824 4,409
Finished goods 7,129 6,893
------- -------
$23,609 $22,755
======= =======
Foreign currency translation effects decreased inventories by $367 from
June 30, 2005 to March 31, 2006.
NOTE 7 - GOODWILL AND OTHER INTANGIBLE ASSETS:
The changes in the carrying amount of goodwill for the nine months ended
March 31, 2006 are as follows:
(in thousands)
---------------------------------
Gross Net
Carrying Accumulated Book
Amount Amortization Value
-------- ------------ -------
Balance as of July 1, 2005 $14,378 $3,456 $10,922
Effects of currency translation (510) (154) (356)
------- ------ -------
Balance as of March 31, 2006 $13,868 $3,302 $10,566
======= ====== =======
Intangible assets subject to amortization are comprised of the following:
(in thousands)
-------------------------------------------------
As of March 31, 2006 As of June 30, 2005
----------------------- -----------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Intangible Assets: Amount Amortization Amount Amortization
------------------ -------- ------------ -------- ------------
Patents and trademarks $7,412 $4,856 $7,120 $4,559
Other 898 711 937 746
------ ------ ------ ------
Total $8,310 $5,567 $8,057 $5,305
====== ====== ====== ======
Amortization expense associated with these intangible assets was $118 and
$360, respectively, for the three and nine months ended March 31, 2006 and $102
and $348, respectively for the three and nine months ended March 31, 2005. The
other category is included in "Other assets" on the accompanying consolidated
balance sheets.
9
NOTE 8 - PENSION AND OTHER POST-RETIREMENT BENEFITS:
The following table sets forth the components of net periodic benefit costs
for the Company's defined benefit plans for the three and nine months ended
March 31, 2006 and 2005:
(in thousands)
------------------------------------------
Pension Benefits Pension Benefits
For the three months For the nine months
ended March 31, ended March 31,
-------------------- -------------------
2006 2005 2006 2005
---- ---- ---- ----
Service cost $64 $67 $192 $201
Interest cost 12 15 36 45
Expected return on plan assets (4) (1) (12) (3)
Amortization of transition obligation 3 3 9 9
Amortization of net actuarial gain (3) -- (9) --
--- --- ---- ----
Net periodic benefit cost $72 $84 $216 $252
=== === ==== ====
During the nine months ended March 31, 2006 and 2005 the Company made
contributions to the plans of $307 and $173, respectively.
NOTE 9 - STOCK BASED COMPENSATION PLANS:
Effective July 1, 2005 the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 123 (revised 2004), (SFAS 123(R)) "Share Based
Payment". The statement focuses primarily on accounting for transactions in
which an entity obtains employee services in shared-based payment transactions.
SFAS 123(R) eliminates the ability to account for share-based compensation
transactions using APB Opinion No. 25 (APB 25), "Accounting for Stock Issued to
Employees", and generally requires that such transactions be accounted for using
a fair-value-based method. The Company had previously accounted for its stock
option plans under the recognition and measurement principals of APB 25. As all
previously issued stock option awards granted under the plans had an exercise
price equal to the market value of the underlying common stock on the date of
grant, no compensation costs related to stock option grants were reflected in
net income. The effect of initially applying SFAS 123(R) is recognized as of the
effective date using a modified prospective method. Under the modified
prospective method the Company recognized stock-based compensation expense from
July 1, 2005 as if the fair value based accounting method had been used to
account for all outstanding unvested employee awards granted in prior years.
Option awards, which when exercised would represent newly issued shares, are
generally granted with an exercise price equal to the market price at the date
of grant; generally vest in three equal annual installments commencing on the
second anniversary date of grant and have ten year contractual terms. The fair
value of each option award is estimated on the date of grant using the
Black-Scholes option pricing model at the grant date.
The following table illustrates the effect on net income and income per
share applying the fair value recognition provisions of SFAS 123 (R) for the
three and nine months ended March 31, 2006 and as if the fair value recognition
provisions had been applied for the three and nine months ended March 31, 2005:
10
(in thousands, except share
and per share data)
--------------------------------------
Three months ended Nine months ended
March 31, March 31,
(Unaudited) (Unaudited)
------------------ -----------------
2006 2005 2006 2005
------ ------ ------ ------
Net income, as reported $1,745 $1,509 $4,321 $3,016
Add: stock-based employee
compensation included in reported
net income, net of related tax
effects (pre-tax $153K for three months,
$256K pre-tax for nine months) 101 -- 169 --
Deduct: Total stock-based employee compensation expense
determined as if the fair value based method was
used for all years presented (101) (13) (169) (39)
------ ------ ------ ------
Pro forma net income $1,745 $1,496 $4,321 $2,977
====== ====== ====== ======
Income per share:
Basic - as reported $ 0.12 $ 0.10 $ 0.29 $ 0.20
====== ====== ====== ======
Diluted - as reported $ 0.11 $ 0.10 $ 0.28 $ 0.20
====== ====== ====== ======
Basic - pro forma $ 0.12 $ 0.10 $ 0.29 $ 0.20
====== ====== ====== ======
Diluted - pro forma $ 0.11 $ 0.10 $ 0.28 $ 0.20
====== ====== ====== ======
In November 2005, shareholders approved the Company's 2005 Equity
Compensation Plan which allows for the granting, at fair market value on the
date of grant, of incentive stock options, non-qualified stock options, tandem
stock appreciation rights, restricted stock and restricted stock units for up to
1,200,000 shares of Class A common stock.
At March 31, 2006, the aggregate number of shares available for future
grants under all the Company's share-based compensation plans is 1,495,667.
Stock Options:
The following table summarizes stock option activity under the plans for
the nine months ended March 31, 2006:
THE 1986 PLAN THE 1990 PLAN
-------------------------------------------- -------------------------------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
OPTION PRICE OPTION PRICE
PRICE ------------ PRICE ------------
CLASS A CLASS B RANGE A B CLASS A CLASS B RANGE A B
------- -------- ----------- ----- ----- ------- ------- ----------- ----- -----
Excercisable at June 30, 2005......... 183,000 105,000 $4.21 $6.72 8,055 945 $4.40 $5.48
Granted...............................
Canceled.............................. (97,000) (105,000) $3.00-$5.62 $5.28 $6.72 (2,694) (306) $5.50-$6.68 $5.50 $6.88
Exercised............................. (5,000) $3.00 $3.00
Outstanding at March 31, 2006......... 81,000 0 $3.00 $3.00 5,361 639 $2.56-$6.41 $3.84 $4.81
Exercisable at March 31, 2006......... 81,000 0 $3.00 $3.00 5,361 639 $2.56-$6.41 $3.84 $4.81
Available for future option grants at
March 31, 2006..................... 0 0 0 0
======= ======== ====== ====
11
THE 1996 PLAN THE 1998 PLAN
------------------------------------------- -------------------------------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
OPTION PRICE OPTION PRICE
PRICE ---------- PRICE ------------
CLASS A CLASS B RANGE A B CLASS A CLASS B RANGE A B
--------- ------- ----------- ----- --- ------- ------- ----------- ----- -----
Outstanding at June 30, 2005..... 1,275,667 $0.58-$5.50 $2.36 39,000 $1.13-$5.50 $2.48 $0.00
Granted.......................... 105,000 $4.49 $4.49
Canceled......................... (10,500) $1.05-$5.50 $2.32
Exercised........................ (63,166) $0.82-$3.19 $1.75
Outstanding at March 31, 2006.... 1,307,001 $0.58-$5.50 $2.54 39,000 $1.13-$5.50 $2.48
Exercisable at March 31, 2006.... 567,153 $0.58-$5.50 $2.03 39,000 $1.13-$5.50 $2.48
Available for future option
grants at March 31, 2006...... 439,333 0 0 0
========= === ====== ===
The fair value of option awards granted during fiscal year 2006 is
estimated on the date of grant using the Black-Scholes option valuation model
using the following assumptions: expected volatility 56.14%, expected dividend
yield 0%, expected life (in years) 5 and risk free interest rate 4.7%.
The total intrinsic value of options exercised during the three and nine
months ended March 31, 2006 was $82,000 and $185,000 respectively.
The shares under option at March 31, 2006 were in the following exercise
price ranges:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------------------------------------- -----------------------------------------
WEIGHTED WEIGHTED NUMBER WEIGHTED WEIGHTED
RANGE OF NUMBER OF AVERAGE AVERAGE OF AVERAGE AVERAGE
EXERCISE OUTSTANDING REMAINING EXERCISE EXERCISABLE EXERCISE REMAINING
PRICES OPTIONS CONTRACTUAL LIFE PRICE OPTIONS PRICE CONTRACTUAL LIFE
-------------- ----------- ---------------- -------- ----------- -------- ----------------
$0.58 -- $3.75 1,254,004 6.9 years $2.26 619,156 $1.79 5.3 years
$3.88 -- $6.88 178,997 7.0 years $4.90 73,997 $5.49 2.9 years
The aggregate intrinsic value of outstanding and exercisable options at
March 31, 2006 was $5,221,000 and $2,806,000, respectively. Total unrecognized
compensation costs related to non-vested stock option awards at March 31, 2006
is $765,000 and is expected to be recognized over a weighted-average period of
approximately 2.5 years.
Restricted Stock:
During the quarter ended December 31, 2005, the Company granted 143,666
restricted shares/units of common stock, which are restricted for three years
from date of grant. The market value of the common stock at the date of grant
was $3.79 per share. Compensation expense of approximately $46,000 and $76,000,
respectively, was recognized during the three and nine months ended March 31,
2006.
NOTE 10 - CUSTOMERS:
During the three and nine months ended March 31, 2006, one customer
accounted for more than 10% of the Company's net sales. Koenig and Bauer
Aktiengesellschaft ("KBA") accounted for approximately 17% of the Company's net
sales for each of the three and nine months ended March 31, 2006 and
approximately 17% of the Company's net sales for each of the three and nine
months ended March 31, 2005.
NOTE 11 - WARRANTY COSTS:
The Company's standard contractual warranty provisions are to repair or
replace, at the Company's option, product that is proven to be defective. The
Company estimates its warranty
12
costs as a percentage of revenues on a product by product basis, based on actual
historical experience within the Company. Hence, the Company accrues estimated
warranty costs at the time of sale. In addition, should the Company become aware
of a specific potential warranty claim, a specific charge is recorded and
accounted for separate from the percent of revenue discussed above.
(in thousands)
Warranty Amount
-----------------
2006 2005
------- -------
Warranty reserve at June 30 $ 2,840 $ 2,714
Additional warranty expense accruals 2,610 3,215
Payments against reserve (2,685) (3,343)
Effects of currency rate fluctuations (18) 144
------- -------
Warranty reserve at March 31 $ 2,747 $ 2,730
======= =======
BALDWIN TECHNOLOGY COMPANY, INC.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is management's discussion and analysis of certain factors,
which have affected the consolidated financial statements of Baldwin.
FORWARD-LOOKING STATEMENTS
Except for the historical information contained herein, the following
statements and certain other statements contained herein are based on current
expectations. Such statements are forward-looking statements that involve a
number of risks and uncertainties. The Company cautions investors that any such
forward-looking statements made by the Company are not guarantees of future
performance and that actual results may differ materially from those in the
forward-looking statements. Some of the factors that could cause actual results
to differ materially include, but are not limited to the following: (i) the
ability to obtain, maintain and defend challenges against valid patent
protection on certain technology, primarily as it relates to the Company's
cleaning systems, (ii) material changes in foreign currency exchange rates
versus the U.S. Dollar, (iii) changes in the mix of products and services
comprising revenues, (iv) a decline in the rate of growth of the installed base
of printing press units and the timing of new press orders, (v) general economic
conditions, either domestically or in foreign locations, (vi) the ultimate
realization of certain trade receivables and the status of ongoing business
levels with the Company's large OEM customers and (vii) competitive market
influences. Additional factors are set forth in Exhibit 99 to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 2005, which should
be read in conjunction herewith.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
For further information regarding the Company's critical accounting
policies, please refer to the Management's Discussion and Analysis section of
the Company's Annual Report on
13
Form 10-K for the fiscal year ended June 30, 2005. There have been no material
changes during the nine months ended March 31, 2006.
OVERVIEW
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 and 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.
The Company manages its business as one reportable business segment built
around its core competency in accessories and controls.
For the three and nine months ended March 31, 2006 net sales were
$45,447,000 and $131,918,000, respectively, representing approximately a 4% and
6% improvement, respectively, over the previous year's corresponding period as
reported. During the three and nine month periods, increases in revenue were
attributable to the steady and stable growth in worldwide printing markets which
has increased demand for the products supplied by the Company. In addition,
improved relationships with customers and acceptance of the Company's products
by end users has lead to an increase in the Company's market share for
accessories and controls.
For the three and nine months ended March 31, 2006 gross margins remained
strong at approximately 33%. Versus the prior year's corresponding quarterly
period, margins of 33% were reported while increasing approximately 2% for the
nine months ended March 31, 2006 versus the nine months period ended March 31,
2005. The increase in gross profit margins is attributable to the increased
sales volume noted above, favorable overhead absorption, and lower technical
service and warranty costs.
Operating income increased to approximately 6% of sales for the three and
nine months ended March 31, 2006 versus 6% and 4% for the three and nine month
periods ended March 31, 2005, primarily as a result of the increased revenue and
improved gross margins.
In addition, the Company reduced its interest expense in both the three and
six months ended March 31, 2006 versus the previous year's corresponding periods
as a result of lower average debt levels and reduced interest rates. Lower
royalty income has been recognized in the quarter and nine month periods ended
March 31, 2006 as patents which provided the income stream expired in February
2005.
THREE MONTHS ENDED MARCH 31, 2006 VS. THREE MONTHS ENDED MARCH 31, 2005
CONSOLIDATED RESULTS
NET SALES
Net sales for the three months ended March 31, 2006 increased by
$1,774,000, or 4.1%, to $45,447,000 from $43,673,000 for the three months ended
March 31, 2005. Currency rate fluctuations attributable to the Company's
overseas operations decreased net sales by $3,716,000 in the current period,
otherwise, net sales would have increased by $5,490,000 or 12.5%.
14
The net sales increase (adjusted for currency effects) reflects higher
sales volumes in Europe $4,574,000 and the Americas $2,232,000 partially offset
by lower revenues in Asia $1,316,000. In Europe, the increase in demand for the
Company's products has been driven by an improving printing equipment market and
further integration of Baldwin equipment into OEM printing presses. Demand for
the Company's cleaning and spray dampening systems in the newspaper markets
primarily account for the increased revenue. In the Americas increased demand in
the commercial market for cleaning and spray dampening systems increased
shipments in the U.S. Partially offsetting these improvements were lower
revenues in Asia, primarily due to softness in the Japanese commercial printing
market.
GROSS PROFIT
Gross profit for the three months ended March 31, 2006 was $15,063,000
(33.1% of net sales) as compared to $14,441,000 (31.3% of net sales) for the
three months ended March 31, 2006, an increase of $622,000 or 4.3%. Currency
rate fluctuations decreased gross profit by $1,349,000 in the current period.
Excluding the effects of currency rate fluctuations, gross profit would have
increased by $1,971,000. This increase primarily reflects the improved sales
volumes and related favorable cost absorption, which more than offset higher
direct labor and material costs.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were $8,606,000 (18.9% of net
sales) for the three months ended March 31, 2006 as compared to $8,241,000
(18.9% of net sales) for the same period in the prior fiscal year, an increase
of $365,000 or 4.4%. Currency rate fluctuations decreased these expenses by
$529,000 in the current period. Otherwise, selling, general and administrative
expenses would have increased by $894,000. Selling expenses increased by
$643,000. This increase is mainly due to higher commissions, trade show,
advertising and subcontractor costs in the current year period. General and
administrative expenses increased by $251,000. This increase is primarily due to
higher accruals related to deferred compensation, stock option and restricted
stock plans, tax, audit and investor relation fees partially offset by lower
insurance accruals.
ENGINEERING AND DEVELOPMENT EXPENSES
Engineering and development expenses decreased by $567,000 over the three
months ended March 31, 2006. Currency rate fluctuations decreased these expenses
by $314,000 in the current period. Excluding the effects of currency rate
fluctuations, engineering and development expenses would have decreased by
$253,000 in the current period. This decrease relates primarily to lower product
management costs in Japan. As a percentage of net sales, engineering and
development expenses decreased to 7.9% for the three months ended March 31, 2006
compared to 9.4% for the same period in the prior fiscal year.
RESTRUCTURING
The Company released previously established restructuring charges of
$338,000 related to expenses avoided by relocation of its corporate offices to a
new facility for the three months ended March 31, 2005.
INTEREST AND OTHER
Interest expense for the three months ended March 31, 2006 was $256,000 as
compared to $462,000 for the three months ended March 31, 2005. Currency rate
fluctuations decreased interest expense by $36,000 in the current period.
Otherwise, interest expense would have decreased by $170,000. This decrease was
primarily due to lower interest rates in effect for the three months ended March
31, 2006 as a result of the amended credit agreement with Maple Bank GmbH and
lower deferred debt financing cost amortization during the period associated
with the Maple loan. Interest income amounted to $31,000 and $26,000 for the
three months ended March 31, 2006 and 2005, respectively.
15
Net royalty income for the three months ended March 31, 2005 was $280,000
as compared to $0 for the three months ended March 31, 2006. The decrease in
royalty income in the current period is due to the expiration of a significant
group of patents in February 2005, which were the source of the royalty income.
Other income (expense), net amounted to income of $43,000 for the three
months ended March 31, 2006 compared to income of $95,000 for the three months
ended March 31, 2005. Other income (expense), net, for the three months ended
March 31, 2006 and 2005, respectively, includes: net foreign currency
transaction gains (losses) of $5,000 and $123,000 attributable to currency
fluctuations.
INCOME TAXES
The Company recorded an income tax provision of $993,000 for the three
months ended March 31, 2006 as compared to $864,000 for the three months ended
March 31, 2005. The effective tax rate of 36.3% for the three months ended March
31, 2006 and March 31, 2005 differs from the statutory rate and is impacted by
taxable income in higher tax jurisdictions in which tax loss carry-forwards were
not available and no tax benefit recognized for losses incurred in certain
countries as the realization of such benefits was not more likely than not.
Additionally, the quarter ended March 31, 2006 was negatively impacted by
several discrete items totaling approximately $200,000 while the quarter ended
March 31, 2005 benefited from the reversal of net $400,000 of previously
recorded contingency reserves which during the quarter were deemed to be no
longer probable.
NET INCOME
The Company's net income amounted to $1,745,000 for the three months ended
March 31, 2006, compared to a net income of $1,509,000 for the three months
ended March 31, 2005. Currency rate fluctuations increased net income by
$271,000 in the current period. Net income per share amounted to $0.12 basic and
$0.11 diluted for the three months ended March 31, 2005, as compared to a net
income per share of $0.10 basic and diluted for the three months ended March 31,
2005.
NINE MONTHS ENDED MARCH 31, 2006 VS. NINE MONTHS ENDED MARCH 31, 2005
CONSOLIDATED RESULTS
NET SALES
Net sales for the nine months ended March 31, 2006 increased by $7,016,000,
or 5.7%, to $131,918,000 from $124,902,000 for the nine months ended March 31,
2005. Currency rate fluctuations attributable to the Company's overseas
operations decreased net sales by $7,490,000 in the current period; otherwise,
net sales would have increased by $14,506,000 or 11.6%.
The net sales increase (adjusted for currency effects) reflects increased
sales in Europe, $11,794,000. Improving printing equipment market conditions
coupled with increased sourcing to selected OEMs, particularly in Germany, has
increased demand for the Company's water systems and web controls in the
commercial market and cleaning and spray dampening systems in the newspaper
market. Additionally, higher shipments of cleaning and spray dampening systems
in the newspaper markets increased revenue in Europe. In the Americas,
particularly the U.S., sales increased $4,856,000. This increase was primarily
driven by higher demand in the commercial market for cleaning systems. In Asia,
particularly Japan, net sales decreased $2,149,000 as softness in the Japanese
commercial and newspaper markets were partially offset by the market served by
the Company's Australian subsidiary.
16
GROSS PROFIT
Gross profit for the nine months ended March 31, 2006 was $43,905,000
(33.3% of net sales) as compared to $39,239,000 (31.4% of net sales) for the
nine months ended March 31, 2005, an increase of $4,666,000 or 11.9%. Currency
rate fluctuations decreased gross profit by $2,800,000 in the current period.
Excluding the effects of currency rate fluctuation, gross profit would have
increased by $7,467,000. Gross profit as a percentage of net sales increased
primarily as a result of the higher sales volumes noted above, favorable sales
mix, favorable cost absorption associated with the higher volume coupled with
lower service and warranty costs.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses amounted to $25,331,000 (19.2%
of net sales) for the nine months ended March 31, 2006 as compared to
$23,156,000 (18.5% of net sales) for the same period in the prior fiscal year,
an increase of $2,175,000 or 9.4%. Currency rate fluctuations decreased these
expenses by $1,104,000 in the current period. Otherwise, selling, general and
administrative expenses would have increased by $3,279,000. Selling expenses
increased by $1,099,000. This increase is primarily driven by increased business
activity and reflects increased travel costs, commissions, and trade show
expenses. General and administrative expenses increased by $2,180,000 primarily
due to increased incentive compensation accruals ( including stock option and
restricted stock plans) , vesting associated with deferred compensation plans,
and higher outside consulting services primarily for Sarbanes-Oxley Act of 2002
implementation, tax audit and other financial services
ENGINEERING AND DEVELOPMENT EXPENSES
Engineering and development expenses decreased $191,000 over the same
period in the prior fiscal year. Currency rate fluctuations decreased these
expenses by $687,000 in the current period. Excluding the effects of currency
rate fluctuations, engineering and development expenses would have increased by
$497,000 in the current period. This increase related primarily to higher
employee compensation and related costs associated with product management
activities. As a percentage of net sales, engineering and development expenses
remained at approximately 9.0% for the nine months ended March 31, 2006 and
March 31, 2005.
RESTRUCTURING
The Company released restructuring reserves of $338,000 for the nine months
ended March 31, 2005. The release relates to costs avoided by relocation of the
company's corporate office.
INTEREST AND OTHER
Interest expense for the nine months ended March 31, 2006 was $803,000 as
compared to $1,985,000 for the nine months ended March 31, 2005. Currency rate
fluctuations decreased interest expense by $72,000 in the current period.
Otherwise, interest expense would have decreased by $1,110,000. This decrease
reflects lower average debt over the period of approximately $8,000,000 versus
the period ended March 31, 2005 coupled with lower interest rates in effect for
the nine months ended March 31, 2006 as a result of the amended credit agreement
with Maple, and lower deferred debt financing cost amortization. Interest income
amounted to $92,000 and $79,000 for the nine months ended March 31, 2006 and
2005, respectively.
Net royalty income for the nine months ended March 31, 2006 was $200,000 as
compared to $1,797,000 for the nine months ended March 31, 2005. The decrease
relates to the expiration of a group of patents in February 2005 that provided
the royalty income stream.
Other income (expense), net amounted to expense of $36,000 for the nine
months ended March 31, 2006 compared to income of $29,000 for the nine months
ended March 31, 2005.
17
Other income (expense), net, for the nine months ended March 31, 2006 and 2005,
respectively, included: net foreign currency transaction gains (losses) of
($115,000) and $16,000.
INCOME TAXES
The Company recorded an income tax provision of $2,571,000 for the nine
months ended March 31, 2006 as compared to $1,941,000 for the nine months ended
March 31, 2005. The effective tax rate of 37.3% for the nine months ended March
31, 2006 and 39.2 % for the nine months ended March 31, 2005 differs from the
statutory rate and is impacted by taxable income in higher tax jurisdictions in
which tax loss carry-forwards were not available and no tax benefit recognized
for losses incurred in certain countries as the realization of such benefits was
not more likely than not. Additionally, the nine months ended March 31, 2006 was
negatively impacted by several discrete items totaling approximately $100,000
while the nine months ended March 31, 2005 included the reversal of net $400,000
of previously recorded contingency reserves which during the quarter were deemed
to be no longer probable. The Company continues to assess the need for its
deferred tax asset valuation allowance in the jurisdictions in which it
operates. Any adjustments to the deferred tax asset valuation allowance either
positive or negative would be recorded in the income statement of the period
that the adjustment was determined to be required. In particular, the Company is
monitoring positive earnings trends and other positive evidence in the U.S.,
U.K., and France to determine if such trends could possibly require a reversal
of valuation allowances.
NET INCOME
The Company's net income amounted to $4,321,000 for the nine months ended
March 31, 2006, compared to $3,016,000 for the nine months ended March 31, 2005.
Currency rate fluctuations decreased net income by $483,000 in the current
period. Net income per share amounted to $0.29 basic and $0.28 diluted for the
nine months ended March 31, 2006, as compared to net income per share of $0.20
basic and diluted for the nine months ended March 31, 2005.
LIQUIDITY AND CAPITAL RESOURCES AT MARCH 31, 2006
Cash flows from operating, investing and financing activities, as reflected
in the nine months ended March 31 in the Consolidated Statement of Cash Flows,
are summarized as follows:
2006 2005
----------- -----------
Cash provided by (used for):
Operating activities $ 4,145,000 $ 5,105,000
Investing activities (926,000) (971,000)
Financing activities (1,284,000) (5,484,000)
Effect of exchange rate changes on cash (319,000) 379,000
----------- -----------
Net increase in cash and cash equivalents $ 1,616,000 $ (971,000)
=========== ===========
Cash provided by operating activities decreased $960,000 during the nine
months ended March 31, 2006 versus the prior year period. Timing of collections
of notes receivable and increases in inventory levels primarily account for the
decline. Asset management continues to be a management focus as accounts
receivable days sales outstanding has remained flat period over period at 55
days. Inventory turns have improved to 5.2 times in FY 2006 vs. 4.9 times in FY
2005.
The Company utilized $926,000 and $971,000 for investing activities for the
nine months ended March 31, 2006 and 2005 respectively, for additions to
property, plant and equipment and patents and trademarks.
18
During the quarter ended September 30, 2005 the Company obtained a
three-year term loan with Mizuho Bank in the amount of YEN 100,000,000,
approximately $882,000 U.S. dollars which matures in September 2008. This term
loan is subject to quarterly principal payments of YEN 8,333,000 and bears
interest at the Tokyo Inter Bank Offered Rate ("TIBOR") plus 0.75%.
Concurrently, the Company entered into an interest swap agreement with maturity
the same as the credit facility with Mizuhao Bank which effectively converted
the variable rate debt into fixed rate with an interest rate of 1.81%.
Effective July 1, 2005, the Company amended its primary source of outside
financing, the revolving credit agreement with Maple Bank GmbH (the "Credit
Agreement"). Borrowings under the amended credit facility are subject to a
borrowing base and bear interest at a rate equal to the three-month Euribor rate
(as defined in the Credit Agreement) plus (i) 3.375% (5.125% for the period
ended March 31, 2005) for loans denominated in U.S. Dollars or (ii) 3.775%
(5.525% for the period ended March 31, 2005) for loans denominated in Euros. The
Credit Agreement does not require the Company to meet any financial covenants,
except for the limitation on annual capital expenditures; however, it contains a
material adverse effect clause, which provides that Maple would not be obligated
to fund any loan, convert or continue any loan as a LIBOR loan or issue any new
letters of credit in the event of a material adverse effect. Management does not
anticipate that such an event will occur; however, there can be no assurance
that such an event will not occur. Management also expects that as a result of
the aforementioned amendment and full amortization of debt financing costs
during fiscal year 2005 interest expense for the full year ending June 30, 2006
will be approximately $1,400,000 lower than for fiscal year ended June 30, 2005.
The Company maintains relationships with both foreign and domestic banks,
which combined have extended credit facilities to the Company totaling
$36,094,000, including $30,000,000 available under the Maple Credit Agreement.
As of March 31, 2006, the Company had $17,533,000 outstanding under these credit
facilities with $13,138,000 (including letters of credit) under the Maple Credit
Agreement. Additionally, in April 2006 the Company further reduced its debt with
Maple with a payment of approximately $1,200,000.
The Company believes that its cash flows from operations, along with the
available bank lines of credit and alternative sources of borrowings, if
necessary, are sufficient to finance its working capital and other capital
requirements through the term of the Maple Credit Agreement.
At March 31, 2006 and June 30, 2005, the Company did not have any
relationships with unconsolidated entities or financial partnerships, such as
entities often referred to as structured finance entities, special purpose
entities or variable interest entities, which would have been established for
the purpose of facilitating off-balance sheet arrangements or other
contractually narrow or limited purposes. As such, the Company is not exposed to
any financing, liquidity, market or credit risk that could arise if the Company
had engaged in such relationships.
The following summarizes the Company's contractual obligations at March 31,
2006 and the effect such obligations are expected to have on its liquidity and
cash flow in future periods (in thousands):
19
Fiscal Years ending June 30,
-------------------------------------------------------------------
Total at 2011
March and
31, 2006 2006* 2007 2008 2009 2010 thereafter
-------- ------ ------ ------ ------- ------ ----------
Contractual Obligations:
Loans payable $ 2,549 $2,549 $ -- $ -- $ -- $ -- $ --
Capital lease obligations 137 15 46 32 24 9 11
Long-term debt 11,822 524 823 399 10,076 -- --
Non-cancelable operating lease obligations 24,647 1,277 6,111 3,366 2,502 1,550 9,841
Interest expense (1) 2,189 275 861 861 192 -- --
------- ------ ------ ------ ------- ------ ------
Total contractual cash obligations $41,344 $4,640 $7,841 $4,658 $12,794 $1,559 $9,852
======= ====== ====== ====== ======= ====== ======
* Includes only the remaining three months of the fiscal year ending June 30,
2006.
(1) the anticipated future interest payments are based on the Company's current
indebtedness and interest rates at March 31, 2006, with consideration given
to debt reduction as the result of expected payments.
IMPACT OF INFLATION
The Company's results are affected by the impact of inflation on
manufacturing and operating costs. Historically, the Company has used selling
price adjustments, cost containment programs and improved operating efficiencies
to offset the otherwise negative impact of inflation on its operations.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:
A discussion of market risk exposures is included in Part II Item 7A,
"Quantitative and Qualitative Disclosures About Market Risk" of the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 2005. There have
been no material changes during the three and nine months ended March 31, 2006.
ITEM 4: CONTROLS AND PROCEDURES:
The Company maintains disclosure controls and procedures designed to ensure
that the information required to be disclosed in the reports that the Company
files or submits under the Securities Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms.
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of
these disclosure controls and procedures as of the end of the Company's fiscal
quarter March 31, 2006, the period covered by this report. Based on that
evaluation, the Company's Chief Executive Officer and Chief Financial Officer
have concluded that the Company's disclosure controls and procedures are
effective to achieve their stated purpose. However, there is no assurance that
the Company's disclosure controls and procedures will operate effectively under
all circumstances. No changes were made to the Company's internal control over
financial reporting during the fiscal quarter ended March 31, 2006, that have
materially affected, or are reasonably likely to materially effect, the
Company's internal control over financial reporting.
20
PART II: OTHER INFORMATION
ITEM 1A. RISK FACTORS
Information regarding risk factors appears in Exhibit 99 filed with the
Company's Report on Form 10-K for the fiscal year ended June 30, 2005. There
have been no material changes in the Company's risk factors from those disclosed
in the Company's Annual Report on Form 10-K for the fiscal year ended June 30,
2005.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There was no activity under the Company's stock repurchase program for the
period ended March 31, 2006.
ITEM 6. EXHIBITS
(a) Exhibits
31.01 Certification of the Principal Executive Officer pursuant to
Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.02 Certification of the Principal Financial Officer pursuant to
Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.01 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350 (filed herewith).
32.02 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350 (filed herewith).
21
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 TECHNOLOGY COMPANY, INC.
BY /s/ Vijay C. Tharani
-------------------------------------
Vice President, Chief Financial
Officer and Treasurer
Dated: May 12, 2006
22