1
Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
[Mark one]
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For quarter ended December 31, 2000
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 12-3258160
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Twelve Commerce Drive, Shelton, Connecticut 06484
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 203-402-1000
(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 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 ___
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.
Class Outstanding at January 31, 2001
----- -------------------------------
Class A Common Stock
$0.01 par value 12,900,147
Class B Common Stock
$0.01 par value 1,810,883
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BALDWIN TECHNOLOGY COMPANY, INC.
INDEX
Page
Part I Financial Information
Item 1 Financial Statements
Consolidated Balance Sheets at
December 31, 2000 (unaudited) and June 30, 2000 1-2
Consolidated Statements of Income for the three
and six months ended December 31, 2000 (unaudited)
and 1999 (unaudited)
3
Consolidated Statements of Changes in
Shareholders' Equity for the six months ended
December 31, 2000 (unaudited) and 1999 (unaudited)
4
Consolidated Statements of Cash Flows for the six
months ended December 31, 2000 (unaudited) and
1999 (unaudited)
5 - 6
Notes to Consolidated Financial Statements (unaudited)
7-11
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations 12-17
Item 3 Quantitive and Qualitative Disclosures About
Market Risk 17
Part II Other Information
Item 4 Submission of Matters to a Vote of Security Holders 18
Item 6 Exhibits and Reports on Form 8-K 19
Signatures
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BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
ASSETS
December 31, June 30,
2000 2000
----------- -----------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 9,083 $ 7,914
Accounts receivable trade, net of allowance for doubtful
accounts of $1,463 ($1,705 at June 30, 2000) 30,761 36,369
Notes receivable, trade 12,740 9,449
Inventories 34,892 37,354
Prepaid expenses and other 7,455 7,312
----------- -----------
Total Current Assets 94,931 98,398
----------- -----------
MARKETABLE SECURITIES:
Cost $758 ($805 at June 30, 2000) 766 843
----------- -----------
PROPERTY, PLANT AND EQUIPMENT, at cost:
Land and buildings 3,930 4,056
Machinery and equipment 4,152 5,064
Furniture and fixtures 4,969 4,991
Leasehold improvements 194 244
Capital leases 1,385 1,422
----------- -----------
14,630 15,777
Less: Accumulated depreciation and amortization (7,524) (8,305)
----------- -----------
Net Property, Plant and Equipment 7,106 7,472
----------- -----------
PATENTS, TRADEMARKS AND ENGINEERING DRAWINGS at cost,
less accumulated amortization of $5,488 ($6,394 at June 30, 2000) 3,050 3,873
GOODWILL, less accumulated amortization of $10,377
($10,352 at June 30, 2000) 27,823 29,561
DEFERRED TAXES 14,020 14,878
OTHER ASSETS 8,319 5,010
----------- -----------
TOTAL ASSETS $ 156,015 $ 160,035
=========== ===========
The accompanying notes to consolidated financial statements
are an integral part of these statements.
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BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
LIABILITIES AND SHAREHOLDERS' EQUITY
December 31, June 30,
2000 2000
----------- -----------
(Unaudited)
CURRENT LIABILITIES:
Loans payable $ 5,368 $ 4,801
Current portion of long-term debt 137 6,515
Accounts payable, trade 11,970 14,188
Notes payable, trade 11,283 10,358
Accrued salaries, commissions, bonus and
profit-sharing 4,853 6,151
Customer deposits 7,791 8,965
Accrued and withheld taxes 1,752 2,195
Income taxes payable 5,038 2,168
Other accounts payable and accrued liabilities 15,605 14,836
----------- -----------
Total current liabilities 63,797 70,177
----------- -----------
LONG TERM LIABILITIES:
Long-term debt 15,503 11,882
Other long-term liabilities 6,669 7,607
----------- -----------
Total long-term liabilities 22,172 19,489
----------- -----------
Total liabilities 85,969 89,666
----------- -----------
SHAREHOLDERS' EQUITY:
Class A Common Stock, $.01 par, 45,000,000 shares authorized,
16,458,849 shares issued 165 165
Class B Common Stock, $.01 par, 4,500,000 shares authorized,
2,000,000 shares issued 20 20
Capital contributed in excess of par value 57,496 57,496
Retained Earnings 27,436 25,629
Accumulated other comprehensive income (1,768) (357)
Less: Treasury stock, at cost:
Class A - 3,554,702 shares
(3,191,302 at June 30, 2000)
Class B - 189,117 shares (13,303) (12,584)
----------- -----------
Total shareholders' equity 70,046 70,369
----------- -----------
COMMITMENTS AND CONTINGENCIES ----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 156,015 $ 160,035
=========== ===========
The accompanying notes to consolidated financial statements
are an integral part of these statements.
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BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
For the three months For the six months
ended December 31, ended December 31,
-------------------------- --------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
Net Sales $ 45,758 $ 51,510 $ 90,718 $ 97,006
Cost of goods sold 32,068 34,416 62,875 66,377
---------- ---------- ---------- ----------
Gross Profit 13,690 17,094 27,843 30,629
---------- ---------- ---------- ----------
Operating Expenses:
General and administrative 4,813 6,914 10,145 11,916
Selling 4,096 4,797 8,304 9,086
Engineering 2,761 2,985 5,751 6,056
Research and Development 1,490 1,603 2,697 2,546
---------- ---------- ---------- ----------
13,160 16,299 26,897 29,604
---------- ---------- ---------- ----------
Operating income 530 795 946 1,025
---------- ---------- ---------- ----------
Other (income) expense:
Interest expense 612 468 1,036 993
Interest income (90) (82) (157) (169)
Royalty income, net (992) (627) (2,331) (1,584)
Other (income) expense, net (1,136) (125) (719) 134
---------- ---------- ---------- ----------
(1,606) (366) (2,171) (626)
---------- ---------- ---------- ----------
Income before income taxes 2,136 1,161 3,117 1,651
Provision for income taxes 966 369 1,310 545
---------- ---------- ---------- ----------
Net Income $ 1,170 $ 792 $ 1,807 $ 1,106
========== ========== ========== ==========
Basic income per share $ 0.08 $ 0.05 $ 0.12 $ 0.07
========== ========== ========== ==========
Diluted income per share $ 0.08 $ 0.05 $ 0.12 $ 0.07
========== ========== ========== ==========
Weighted average shares outstanding:
Basic 14,723 15,801 14,871 16,012
========== ========== ========== ==========
Diluted 14,723 15,801 14,871 16,012
========== ========== ========== ==========
The accompanying notes to consolidated financial statements
are an integral part of these statements.
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BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARES)
(UNAUDITED)
Class A Class B Capital Accumulated
Common Stock Common Stock Contributed Other Treasury Stock Comprehensive
------------------ ----------------- in Excess Retained Comprehensive ---------------------- Income
Shares Amount Shares Amount of Par Earnings Income Shares Amount (Loss)
---------- ------ --------- ------ ----------- -------- ------------- ----------- --------- -------------
Balance at
June 30, 2000 16,458,849 $165 2,000,000 $20 $57,496 $25,629 $ (357) (3,380,419) $(12,584)
Net income for
the six months
ended December
31, 2000 1,807 $1,807
Translation
adjustment (1,414) (1,414)
Unrealized loss
on available-
for-sale
securities,
net of tax
(17) (17)
Unrealized gain
on derivatives 20 20
-------
Comprehensive
income $396
=======
Purchase of
treasury stock (363,400) (719)
---------- ---- --------- --- ------- ------- -------- ---------- --------
Balance at
December 31, 2000
16,458,849 $165 2,000,000 $20 $57,496 $27,436 $ (1,768) (3,743,819) $(13,303)
========== ==== ========= === ======= ======= ======== ========== ========
The accompanying notes to consolidated financial statements
are an integral part of these statements
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BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(IN THOUSANDS)
(UNAUDITED)
For the six months
ended December 31,
-------------------------------
2000 1999
---------- ----------
Cash Flows from operating activities:
Net Income $ 1,807 $ 1,106
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,667 1,946
Accrued retirement pay (99) (1,170)
Provision for losses on accounts receivable 0 1,109
Loss from disposition of business 650 0
Changes in assets and liabilities:
Accounts and notes receivables, net (2,522) (106)
Inventories (2,437) (4,360)
Prepaid expenses and other (496) 343
Other assets (637) 2,882
Customer deposits 926 4,450
Accrued compensation (646) (1,077)
Accounts and notes payable, trade 1,226 1,245
Income taxes payable 992 (453)
Accrued and withheld taxes (331) (263)
Other accounts payable and accrued liabilities 498 (829)
Interest payable (92) (38)
---------- ----------
Net cash provided by operating activities 506 4,785
---------- ----------
Cash flows from investing activities:
Additions of property, net (1,044) (1,666)
Additions of patents, trademarks and drawings, net (98) (165)
Proceeds from disposition of business, net 3,985 0
---------- ----------
Net cash provided (used) by investing activities 2,843 (1,831)
---------- ----------
Cash flows from financing activities:
Long-term borrowings 33,506 14,192
Long-term debt repayments (36,032) (18,124)
Short-term borrowings 2,372 700
Short-term debt repayments (1,563) (1,714)
Principal payments under capital lease obligations (3) (285)
Other long-term liabilities (310) 963
Treasury stock purchased (109) (1,833)
---------- ----------
Net cash used by financing activities (2,139) (6,101)
---------- ----------
Effects of exchange rate changes (41) 657
---------- ----------
Net increase (decrease) in cash and cash equivalents 1,169 (2,490)
Cash and cash equivalents at beginning of year 7,914 10,673
---------- ----------
Cash and cash equivalents at end of period $ 9,083 $ 8,183
========== ==========
The accompanying notes to consolidated financial statements
are an integral part of these statements.
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BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
For the six months
ended December 31,
----------------------
2000 1999
------- -------
Cash paid during the period for:
Interest $ 944 $ 1,031
Income Taxes $ 855 $ 660
The Company did not enter into any capital lease agreements for either of
the six month periods ended December 31, 2000 or 1999.
DISCLOSURE OF ACCOUNTING POLICY:
For purposes of the statement of cash flows, the Company considers all
highly liquid instruments (cash and short-term securities) with original
maturities of three months or less to be cash equivalents.
The accompanying notes to consolidated financial statements
are an integral part of these statements.
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BALDWIN TECHNOLOGY COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION:
Baldwin Technology Company, Inc. ("Baldwin", or the "Company") is engaged
primarily in the development, manufacture and sale of controls, accessories and
material handling equipment 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 generally accepted accounting principles for interim financial information
and in compliance with the instructions to Form 10-Q. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. These financial
statements reflect all adjustments (consisting of normal recurring adjustments)
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 year ended
June 30, 2000. Operating results for the three and six month periods ended
December 31, 2000 are not necessarily indicative of the results that may be
expected for the year ending June 30, 2001. All significant intercompany
transactions have been eliminated in consolidation.
NOTE 2 - EARNINGS PER SHARE:
Basic earnings per share is computed by dividing net income for the
period by the weighted average number of common shares outstanding for the
period. Diluted earnings per share reflects the potential dilution of securities
that could share in the earnings of an entity, and is computed by dividing net
income for the period by the weighted average number of common shares
outstanding plus potentially dilutive common stock equivalents. The weighted
average shares outstanding used to compute diluted income per share include zero
shares for potentially dilutive common stock equivalents for each of the three
and six month periods ended December 31, 2000 and 1999. Options to purchase the
Company's common stock in the amount of 1,829,000 and 2,159,000 were not
included in the computation of diluted earnings per share for the three and six
months ended December 31, 2000 and 1999 respectively, because the exercise
prices were greater than the average market price of the common stock for the
respective periods.
NOTE 3 - OTHER COMPREHENSIVE INCOME:
Other Comprehensive Income ("OCI") is comprised of various items which
effect equity that result from recognized transactions and other economic events
other than transactions with owners in their capacity as owners. To date, OCI
has been reported on the Statement of Financial Position, and the Statement of
Changes in shareholders' equity, using accounts for cumulative translation
adjustment and unrealized gain on investments. These two accounts are now being
combined and shown together as one item in both of the above statements along
with the amounts reported in OCI for the effect of the adoption of FAS 133.
Accumulated other comprehensive income consists of the following:
December 31, 2000 June 30, 2000
----------------- -------------
Cumulative translation adjustment $(1,794,000) $(380,000)
Unrealized gain on investments, net of
deferred taxes of $2 ($15 at June 30, 2000) 6,000 23,000
Unrealized gain on forward contracts 20,000
----------- ---------
$(1,768,000) $(357,000)
=========== =========
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NOTE 4 - INVENTORIES:
Inventories consist of the following:-
December 31, 2000 June 30, 2000
----------------- -------------
(Unaudited)
Raw materials $ 18,336,000 $ 19,559,000
In process 7,833,000 9,633,000
Finished Goods 8,723,000 8,162,000
------------ ------------
$ 34,892,000 $ 37,354,000
============ ============
Inventories decreased by $802,000 due to translation effects of foreign
currency from June 30, 2000 to December 31, 2000.
NOTE 5 - DERIVATIVES:
In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS
133"). The effective date of FAS 133 was July 1, 2000 for the Company. FAS 133
requires that all derivative instruments be recorded on the balance sheet at
their fair value. Changes in the fair value of derivatives are recorded each
period in current earnings or comprehensive income, depending on whether a
derivative is designated as part of a hedge transaction and, if it is, the type
of hedge transaction. Management of the Company anticipates that, due to its
limited use of derivative instruments, the adoption of FAS 133 will not have a
significant effect on the Company's results of operations in future periods. At
July 1, 2000, the adoption of FAS 133 did not result in a cumulative effect type
adjustment on income. A pre-tax gain of $345,000 was recognized during the six
months ended December 31, 2000 related to this instrument. The balance of the
Company's derivative financial instruments are not material.
On occasion, the Company holds certain derivative instruments that are
designated and qualify as hedging instruments pursuant to FAS 133. The objective
of these derivatives is to eliminate or minimize the impact of transaction
effects of currency rate fluctuations on the Company's consolidated financial
results.
If a derivative is designated as a fair value hedge, the changes in the
fair value of the derivative and the hedged item attributable to the hedged risk
are recognized in earnings. If the derivative is designated as a cash flow
hedge, the effective portions of changes in fair value of the derivative are
recorded in OCI and are recognized in the income statement when the hedged item
affects earnings. Ineffectiveness related to cash flow hedges is recognized in
earnings.
When deemed necessary, the Company uses forward contracts to manage the
above objectives, whenever forward purchase and sale contracts or firm
commitments designated in a currency other than the functional currency, may
have a material impact on the cash flow from the transaction due to exchange
rate fluctuations. When they qualify under FAS 133, these forward contracts are
designated as cash flow hedging instruments.
Hedge ineffectiveness, determined in accordance with FAS 133 had no
material impact on earnings for the six months ended December 31, 2000. The
entire $345,000 pre-tax gain was the result of a derivative instrument, that did
not qualify as a hedge pursuant to FAS 133.
NOTE 6 - COMMON STOCK:
On November 15, 2000 under the Company's 1998 Directors Stock Option
Plan, five (5) eligible non-employee Directors were granted non-qualified
options to purchase 3,000 shares each (for a total of 15,000 shares) of the
Company's Class A Common Stock at an exercise price of $1.50 per share, the fair
market value on the date of grant.
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NOTE 7 -- PROVISION FOR LOSS ON THE DISPOSITION OF PRE-PRESS OPERATIONS:
In June 1997, the Company sold all of the outstanding shares of its
former Pre-Press Operations ("PPO") to Kaber Imaging, Inc. ("Kaber" or "Buyer").
The Company recorded a loss on this disposition in the amount of $42,407,000 in
the fiscal year ended June 30, 1997. When the Company acquired the PPO, in July
1991, the Company assumed the existing guarantees that were being provided by
the previous owner. The guarantees consisted of two parts: 1.) a guarantee to
Forsakring Pensiongaranti ("FPG"), a Swedish pension obligation surety bond
firm, in the form of a guarantee bond covering the quasi Swedish government
retirement plan, and 2.) a direct guarantee to a group of individual employees
who were members of a separate plan. The assumption by Kaber of the pension
obligations was unconditional.
The purchase and sale agreement for the sale of the PPO to Kaber, in
June, 1997 included provisions for the Buyer to assume all pension liabilities
related to the PPO, to use their best efforts to gain the release of the Company
from the guarantees and to reimburse the Company for any and all costs incurred
by the Company associated with the guarantees. At the time that PPO was sold to
Kaber, management conducted due diligence of Kaber and believed that Kaber had
the financial ability to satisfy these guarantees.
Subsequent to the sale of the PPO, Kaber and related domestic
subsidiaries filed for protection in the U.S. under Chapter 11 of the bankruptcy
code in February 1999 which caused similar filings in Kaber's foreign
subsidiaries including Sweden. During the period of July, 1997 through February,
1999, Kaber failed to gain the release of the Company from the guarantees which
remained in place. In March, 1999, The Company was contacted by FPG, the surety
bond holder, to fulfill the Company's guarantee of the pension obligation.
Neither Kaber, nor their Swedish subsidiaries, which were in liquidation,
possessed the financial capability to fulfill its obligation. Based on the
demands from FPG, and representatives of the members of the separate plan and
Kaber's bankruptcy, the Company recognized the liability in its financial
results by establishing a reserve in the amount of $2,400,000 in the third
quarter of fiscal year ended June 30, 1999. The Company has made payments to FPG
of $1,567,000 and is in the process of resolving the amount of the benefits due
to the members of the separate group, for which the remaining $833,000 accrual
was established. Accordingly, the remaining balance of $833,000 is included as a
current liability in "Other accounts payable and accrued liabilities".
NOTE 8 -- RESTRUCTURING CHARGE AND RELATED RESERVE:
For the year ended June 30, 2000, the Company recorded a pre-tax
restructuring charge in the amount of $5,664,000. This charge was recorded in
order to account for the estimated costs associated with the planned
consolidation of production into certain facilities, resulting in a reduction in
total employment, primarily in the United States. Prior to the restructuring,
the Company was managed in a decentralized manner through geographically
dispersed autonomous business units. Given that many of the Company's
significant customers have been consolidating on a global basis, management
decided to restructure the Company along functional lines on a global basis.
Rather than have product development and production activities at each
decentralized business unit, the restructuring plan included the centralization
of these activities into single product line development and production
facilities. Products that were previously being produced at multiple facilities,
are being consolidated with similar product lines at existing facilities. The
corporate headquarters was vacated and relocated to the Shelton facility in
order to take advantage of the space created by the downsizing previously noted.
Remaining Charge Remaining
Reserve Against Reserve
June 30, 2000 Reserve December 31, 2000
------------- ------- -----------------
(In thousands)
Severance $ 2,886 $ 151 $ 2,735
Facility lease
termination 1,132 252 880
Other costs 500 500 0
------- ----- -------
Total program $ 4,518 $ 903 $ 3,615
======= ===== =======
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Severance costs will be paid out through December 2001, the majority
of which will be paid by July 2001. Facility lease termination costs will be
paid out through July 2003. As of December 31, 2000, $2,850,0000 is included in
"Other accounts payable and accrued liabilities" and $765,000 is included in
"Other long-term liabilities".
NOTE 9 - BUSINESS SEGMENT INFORMATION:
The Company's two reportable segments are the Graphic Products and
Controls Group ("GPC"), and the Material Handling Group ("MHG"). The GPC segment
includes products such as cleaning systems, water systems and other equipment
designed to enhance the quality of the printed material and to improve the
productivity of the printing process. The MHG segment includes products which
handle the materials supplied to the press and automate the handling of the
printed material. The all other category is comprised of the Print On-Demand
Group, which operates in the short-run digital printing market, and other
activities.
The accounting policies of the segments are the same as those described
in the summary of significant accounting policies in the Annual Report on From
10-K for the fiscal year ended June 30, 2000. A segment's financial performance
is primarily evaluated based on the operating profit of the segment, which
includes inter-segment sales.
The tables below present information about reportable segments for the
three and six month periods ended December 31, 2000, and 1999 (in thousands):
Three Months ended Six Months ended
December 31, December 31,
--------------------------- ---------------------------
(Unaudited) (Unaudited)
2000 1999 2000 1999
-------- -------- -------- --------
Net Sales:
Graphic Products and Controls Group $ 32,224 $ 38,132 $ 63,550 $ 70,927
Material Handling Group 13,577 14,388 27,477 28,177
All Other 504 103 578 121
-------- -------- -------- --------
Total Segments 46,305 52,623 91,605 99,225
Inter-segment sales (547) (1,113) (887) (2,219)
-------- -------- -------- --------
Total Net Sales $ 45,758 $ 51,510 $ 90,718 $ 97,006
======== ======== ======== ========
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Three Months ended Six Months ended
December 31, December 31,
--------------------------- ---------------------------
(Unaudited) (Unaudited)
2000 1999 2000 1999
-------- -------- -------- --------
Operating Income (loss):
Graphic Products and Controls Group $ 969 $ 3,435 $ 1,939 $ 4,891
Material Handling Group 1,154 (655) 2,622 (586)
All Other 49 (166) (66) (303)
-------- -------- -------- --------
Total Segments 2,172 2,614 4,495 4,002
Corporate (1,642) (1,819) (3,549) (2,977)
-------- -------- -------- --------
Total operating income 530 795 946 1,025
Interest expense, net (522) (386) (879) (824)
Royalty income, net 992 627 2,331 1,584
Other income (expense), net 1,136 125 719 (134)
-------- -------- -------- --------
Income before income taxes $ 2,136 $ 1,161 $ 3,117 $ 1,651
======== ======== ======== ========
NOTE 10 - SALE OF BUSINESS:
On September 27, 2000, the Company sold substantially all the assets of
its Baldwin Stobb Division ("BSD") to Systems Technology, Inc., a new company
formed by the management of BSD. The consideration paid for the transaction,
subject to certain post-closing adjustments, is the sum of (i) $6,750,000; minus
(ii) all payments received (net of disbursements paid) on behalf of BSD for the
period July 1, 2000 through September 27, 2000 amounting to $2,155,000; plus
(iii) $175,000 in consideration for income tax obligations to be received at a
later date. The total consideration received by the Company included 307,000
shares of the Company's Class A Common Stock valued at the average fair market
price of the Company's Class A Common Stock for the ten days immediately prior
to closing ($1.9875 per share). The Company recorded a pre-tax loss of $650,000,
including associated disposition costs, as a result of this transaction.
NOTE 11 - REVOLVING CREDIT FACILITY:
On October 31, 2000 the Company reached an agreement on a $35,000,000
revolving credit facility (the "Credit Facility") with Fleet National Bank and
First Union National Bank which matures on October 31, 2003. The Credit Facility
is subject to certain financial covenants and is collateralized by a substantial
portion of the Company's assets. The Credit Facility allows the Company to
borrow, subject to certain limitations, at variable interest rates ranging from
1.50% to 2.50% over LIBOR for a period of 3 years. The Company utilized
$11,750,000 of the initial borrowings under the Credit Facility to retire the
previously existing debt with Bank of America and Fleet National Bank.
NOTE 12 - OTHER INCOME:
During the quarter ended December 31, 2000, the Company recognized a
gain as a result of a favorable settlement of a patent litigation suit in the
amount of $1,213,000. This settlements is the result of years of litigation in
defense of the Company's patents. The legal cost of defending this patent over
the years is approximately $300,000. These costs have been included as operating
expenses as incurred.
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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 financial position and consolidated financial
statements of Baldwin Technology Company, Inc. (The "Company"). On September 27,
2000, the Company sold substantially all the assets of its Baldwin Stobb
Division ("BSD"). As a result, the revenues and corresponding expenses
attributable to BSD are included in these consolidated financial statements only
for the period owned by the Company. The effects of this transaction on
financial statement amounts are discussed below where significant.
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 Form 10-K for the
year ended June 30, 2000, which should be read in conjunction herewith.
SIX MONTHS ENDED DECEMBER 31, 2000 VS. SIX MONTHS ENDED DECEMBER 31, 1999
CONSOLIDATED RESULTS
Net sales for the six months ended December 31, 2000 decreased by
$6,288,000, or 6.5%, to $90,718,000 from $97,006,000 for the six months ended
December 31,1999. Currency rate fluctuations attributable to the Company's
overseas operations decreased net sales by $4,838,000 in the current period.
Otherwise, net sales would have decreased by $1,450,000, which is primarily the
result of the previously noted divestiture of BSD. In terms of local currency,
and as compared to the same period in the prior year, net sales decreased by
18.2% in the United Kingdom, by 5.7% in Japan, and by 0.5% in the Americas.
Sales increased by 58.9% in France, by 34.0% in Australia, and by 2.2% in
Germany.
Gross profit for the six month period ended December 31, 2000 was
$27,843,000 (30.7% of net sales), as compared to $30,629,000 (31.6% of net
sales) for the six month period ended December 31, 1999, a decrease of
$2,786,000 or 9.1%. Currency rate fluctuations decreased gross profit by
$1,623,000 in the current period. Otherwise gross profit would have decreased by
$1,163,000 in the current period. Gross profit as a percentage of net sales has
decreased primarily due to decreased sales volumes of higher margin products,
increased material and labor costs, primarily for cleaning products, and
continuing pricing pressures in the market.
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Selling, general and administrative expenses amounted to $18,449,000
(20.3% of net sales), for the six month period ended December 31, 2000 as
compared to $21,002,000 (21.7% of net sales) for the same period in the prior
year, a decrease of $2,553,000 or 12.2%. Currency rate fluctuations decreased
these expenses by $833,000 in the current period. Otherwise, selling, general
and administrative expenses would have decreased by $1,720,000. Selling expenses
decreased by $263,000 which primarily related to decreased compensation,
marketing and trade show costs, while general and administrative expenses
decreased by $1,457,000 primarily due to the $1,100,000 bad debt charge in the
prior year period and reduced compensation costs as a result of the Company's
restructuring efforts.
Engineering and research and development expenses decreased by $154,000
over the same period in the prior year. Currency rate fluctuations decreased
these expenses by $499,000 in the current period. Otherwise, these expenses
would have increased by $345,000. The increase in these expenses relates
primarily to increased research and development labor costs. As a percentage of
net sales, engineering and research and development expenses increased by 0.4%
to 9.3% for the six months ended December 31, 2000 compared to 8.9% for the same
period in the prior year.
Interest expense for the six month period ended December 31, 2000 was
$1,036,000 as compared to $993,000 for the six month period ended December 31,
1999. Currency rate fluctuations decreased interest expense by $105,000 in the
current period. Otherwise, interest expense would have increased by $148,000.
This increase was primarily due to higher long-term debt levels and higher
interest rates during the period. Interest income amounted to $157,000 and
$169,000 for the six month periods ended December 31, 2000 and December 31,
1999, respectively. This reduction in interest income is primarily due to
decreased cash balances available for investment purposes, which was partially
offset by higher interest rates in the current period. Currency rate
fluctuations decreased interest income by $22,000 in the current period
Other income and expense includes net foreign currency transaction
gains (losses) of $527,000 and ($291,000) for the six months ended December 31,
2000 and 1999, respectively. Currency rate fluctuations decreased other income
by $561,000 in the current period. The net foreign currency transaction gains in
the current period include a $345,000 gain on a derivative financial instrument
that did not qualify as a hedge pursuant to FAS 133, and a $51,000 loss on the
ineffective portions of derivative financial instruments which qualify as cash
flow hedges pursuant to FAS 133. Other income and expense also includes a
pre-tax gain of $1,213,000 related to a favorable settlement of a patent
litigation suit, and a $650,000 pre-tax loss on the sale of BSD.
The Company's effective tax rate on income before taxes was 42.0% for
the six month period ended December 31, 2000, compared to 33.0% for the six
month period ended December 31, 1999. Currency rate fluctuations decreased the
provision for income taxes by $277,000 in the current period. The increase in
the current period's effective tax rate is primarily due to increased taxable
income in higher tax jurisdictions in the current period, and taxable dividends
received from one of the Company's foreign subsidiaries.
The Company's net income amounted to $1,807,000 for the six month
period ended December 31, 2000, compared to $1,106,000 for the six month period
ended December 31, 1999. This increase of $701,000 or 63.4%, is primarily due to
the previously noted gain from the patent litigation settlement, the gain on the
derivative financial instrument that ceased to qualify as a hedge pursuant to
FAS 133, increased royalty income and the $1,100,000 bad debt charge in the
prior year period. These increases were partially offset by the loss on the sale
of BSD and the reduced gross profit margins in the current period. Currency rate
fluctuations decreased net income by $492,000 in the current period. Net income
per share amounted to $0.12 basic and diluted for the six months ended December
31, 2000, as compared to $0.07 basic and diluted for the six months ended
December 31, 1999.
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SEGMENT RESULTS
GRAPHIC PRODUCTS AND CONTROLS GROUP
Net sales for the six months ended December 31, 2000 decreased by
$7,377,000 , or 10.4%, to $63,550.000 from $70,927,000 for the six months ended
December 31, 1999. Currency rate fluctuations attributable to the Company's
overseas operations decreased net sales for the current period by $4,117,000,
otherwise, net sales would have decreased by $3,260,000 in the current period.
This decrease is primarily the result of decreased sales levels of cleaning,
spray dampening and web control systems, and increased sales levels of lower
margin products.
Operating income amounted to $1,939,000 (3.1% of net sales) for the six
months ended December 31, 2000, as compared to $4,891,000 (6.9% of net sales)
for the same period in the prior year, a decrease of $2,952,000. Currency rate
fluctuations decreased the current year's operating income by $217,000,
otherwise operating income would have decreased by $2,735,000. This decrease is
primarily the result of the overall decrease in sales levels discussed above,
coupled with increased engineering and research and development expenses in the
current period.
MATERIAL HANDLING GROUP
Net sales for the six months ended December 31, 2000 decreased by
$700,000, or 2.5%, to $27,477,000 from $28,177,000 for the six months ended
December 31, 1999. Currency rate fluctuations attributable to the Company's
overseas operations decreased net sales for the current period by $721,000,
otherwise net sales would have increased by $21,000. This increase is primarily
the result of increased sales levels of post-press material handling equipment,
in the current year period, which was partially offset by the reduction of net
sales related to BSD of $3,282,000.
Operating income amounted to $2,622,000 (9.5% of net sales) for the six
months ended December 31, 2000, as compared to an operating loss of $586,000
(2.1% of net sales) for the same period in the prior year, an increase of
$3,208,000. Currency rate fluctuations decreased the current year's operating
profit by $103,000. The remaining increase is primarily the result of the
$1,100,000 bad debt charge in the prior year period, and increased sales volumes
of roll handling equipment, and increased efficiencies as a result of the
Company's restructuring efforts primarily in the United States in the current
period.
THREE MONTHS ENDED DECEMBER 31, 2000 VS. THREE MONTHS ENDED DECEMBER 31, 1999
CONSOLIDATED RESULTS
Net sales for the three months ended December 31, 2000 decreased by
$5,752,000, or 11.2%, to $45,758,000 from $51,510,000 for the three months ended
December 31,1999. Currency rate fluctuations attributable to the Company's
overseas operations decreased net sales by $3,525,000 in the current period and
the previously noted divestiture of BSD further reduced net sales by $3,282,000.
Otherwise, net sales would have increased by $1,055,000 which is primarily the
result of increased sales volumes attributable to roll handling equipment. In
terms of local currency, and as compared to the same period in the prior year,
net sales decreased by 53.3% in the United Kingdom, by 9.9% in the Americas, by
7.2% in Germany, and by 4.8% in Japan. Sales increased by 75.6% in France and by
39.9% in Sweden.
Gross profit for the three month period ended December 31, 2000 was
$13,690,000 (29.9% of net sales), as compared to $17,094,000 (33.2% of net
sales) for the three month period ended December 31, 1999, a decrease of
$3,404,000 or 19.9%. Currency rate fluctuations decreased gross profit by
$1,160,000 in the current period. Otherwise gross profit would have decreased
$2,244,000 in the current period. Gross profit was lower due primarily to
decreased sales volumes, and continuing pricing pressures in the market.
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Selling, general and administrative expenses amounted to $8,909,000
(19.5% of net sales), for the three month period ended December 31, 2000 as
compared to $11,711,000 (22.7% of net sales ) for the same period in the prior
year, a decrease of $2,802,000 or 23.9%. Currency rate fluctuations decreased
these expenses by $561,000 in the current period. Otherwise, selling, general
and administrative expenses would have decreased by $2,241,000. Selling expenses
decreased by $362,000 which primarily related to reduced compensation and
marketing and trade show costs, while general and administrative expenses
decreased by $1,879,000 due primarily to the $1,100,000 bad debt charge in the
prior year period and to reduced incentive compensation costs as a result of the
lower profitability of the Company.
Engineering and research and development expenses decreased by $337,000
compared to the same period in the prior year. Currency rate fluctuations
decreased these expenses by $357,000 in the current period. Otherwise, these
expenses would have increased by $20,000. The increase in these expenses relates
primarily to increased research and development labor costs. As a percentage of
net sales, engineering and research and development expenses increased by 0.4%
to 9.3% for the three months ended December 31, 2000 as compared to 8.9% for the
same period in the prior year.
Interest expense for the three month period ended December 31, 2000 was
$612,000 as compared to $468,000 for the three month period ended December 31,
1999. This increase was primarily due to higher long-term debt levels during the
current period and increased interest rates. Currency rate fluctuations
decreased interest expense by $57,000 in the current period. Interest income
amounted to $90,000 and $82,000 for the three month periods ended December 31,
2000 and December 31, 1999, respectively. This increase in interest income is
primarily due to higher cash balances available for investment purposes and
higher interest rates during the period. Currency rate fluctuations decreased
interest income by $18,000 in the current period.
Other income and expense includes net foreign currency transaction
gains of $213,000 and $62,000 for the three months ended December 31, 2000 and
1999, respectively. Currency rate fluctuations decreased other income by
$233,000 in the current period. Other income and expense also includes a pre-tax
gain of $1,213,000 related to a favorable settlement of a patent litigation
suit.
The Company's effective tax rate on income before taxes was 42.0% for
the three month period ended December 31, 2000 as compared to 31.8% for the
three month period ended December 31, 1999. Currency rate fluctuations decreased
the provision for income taxes by $160,000 in the current period. The increase
in the current period's effective tax rate when compared to the prior year
period, is primarily due to increased taxable income in higher tax jurisdictions
in the current period, and a taxable dividend received from one of the Company's
foreign subsidiaries.
The Company's net income amounted to $1,170,000 for the three month
period ended December 31, 2000, as compared to $792,000 for the three month
period ended December 31, 1999. This increase of $378,000 or 47.7%, is primarily
due to the gain from the patent litigation settlement, increased royalty income,
and the $1,100,000 bad debt charge in the prior year period. Currency rate
fluctuations decreased net income by $276,000 in the current period. Net income
per share amounted to $0.08 basic and diluted for the three months ended
December 31, 2000, as compared to $0.05 basic and diluted for the three months
ended December 31, 1999.
SEGMENT RESULTS
GRAPHIC PRODUCTS AND CONTROLS GROUP
Net sales for the three months ended December 31, 2000 decreased by
$5,908,000, or 15.5%, to $32,224,000 from $38,132,000 for the three months ended
December 31, 1999. Currency rate fluctuations attributable to the Company's
overseas operations decreased net sales for the current period by $2,899,000,
otherwise, net sales would have decreased by $3,009,000 in the current period.
This decrease is primarily the result of decreased sales levels of cleaning,
spray dampening, and web control systems, and increased sales levels of lower
margin products.
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Operating income amounted to $969,000 (3.0% of net sales) for the three
months ended December 31, 2000, as compared to $3,435,000 (9.0% of net sales)
for the same period in the prior year, a decrease of $2,466,000. Currency rate
fluctuations decreased the current year's operating income by $151,000,
otherwise operating income would have decreased by $2,315,000. This decrease is
primarily the result of the overall decrease in sales levels discussed above,
coupled with increased engineering and research and development expenses in the
current period.
MATERIAL HANDLING GROUP
Net sales for the three months ended December 31, 2000 decreased by
$811,000, or 5.6%, to $13,577,000 from $14,388,000 for the three months ended
December 31, 1999. Currency rate fluctuations attributable to the Company's
overseas operations decreased net sales for the current period by $626,000,
otherwise net sales would have decreased by $185,000. This decrease is primarily
the result of the sale of BSD which contributed sales of $3,282,000 in the prior
year period, which was largely offset by increased sales levels of other
post-press material handling equipment in the current period.
Operating income amounted to $1,154,000 (8.5% of net sales) for the
three months ended December 31, 2000, as compared to an operating loss of
$655,000 (4.6% of net sales) for the same period in the prior year, an increase
of $1,809,000. Currency rate fluctuations decreased the current year's operating
profit by $109,000. The increase is primarily the result of increased sales
volumes of roll handling equipment, increased efficiencies as a result of the
Company's restructuring efforts primarily in the United States, and the
$1,100,000 bad debt charge in the prior year period.
LIQUIDITY AND CAPITAL RESOURCES AT DECEMBER 31, 2000
LIQUIDITY AND WORKING CAPITAL
As of December 31, 2000, the Company maintained a $35,000,000 Revolving
Credit Facility (the "Credit Facility") with Fleet National Bank and First Union
National Bank which matures on October 31, 2003. The Credit Facility requires
the Company to maintain certain financial covenants.
The Company's working capital increased by $2,913,000 or 10.3% from
$28,221,000 at June 30, 2000 to $31,134,000 at December 31, 2000. Currency rate
fluctuations decreased working capital by $871,000 in the current period. The
primary reasons for the increase in working capital were increases in cash and
cash equivalents and reductions in the current portion of long-term debt,
accrued compensation costs and customer deposits. These increases in working
capital were partially offset by reductions in inventories and increases in
loans payable, accrued liabilities and income taxes payable.
Net cash provided by investing activities amounted to $2,843,000 for
the six months ended December 31, 2000 as compared to net cash used by investing
activities of $1,831,000 for the six months ended December 31, 1999. This
increase is primarily the result of the sale of BSD.
Net cash used by financing activities amounted to $2,139,000 for the
six months ended December 31, 2000 as compared to $6,101,000 for the six months
ended December 31, 1999. This decrease in cash used by financing activities was
primarily due to lower net payments of outstanding borrowings and decreased
treasury stock purchases during the current period.
On November 3, 1999, the Board of Directors had approved a new stock
repurchase program under which the Company is authorized to utilize up to
$5,000,000 to repurchase its Class A Common Stock. Under this program, the
Company repurchased 742,800 shares of Class A Common Stock for $1,642,000
through December 31, 2000. In addition, the Company repurchased 25,000 shares of
Class B Common Stock for $62,000 on December 31, 1999 from its former Chief
Financial Officer.
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The Company maintains relationships with foreign and domestic banks
which have extended credit facilities to the Company. As of December 31, 2000,
these credit facilities total $47,505,000 including amounts available under the
Credit Facility. The Company had outstanding $19,514,000 under these lines of
credit, of which $14,250,000 is classified as long-term debt. Total debt levels
as reported on the balance sheet at December 31, 2000 are $473,000 lower due to
the effect of currency rate fluctuations.
The Company believes its cash flow from operations and bank lines of
credit are sufficient to finance its working capital and other capital
requirements for the near and long-term future.
EURO CONVERSION
Effective January 1, 1999, the "Euro" has become the new common
currency for 11 countries of the European Community ("EC") (including Germany
and France where the Company has operations). Other member states (including the
United Kingdom and Sweden where the Company also has operations) may join in
future years. Beginning January 1, 1999, transactions in the Euro became
possible, with the national currencies continuing to circulate until January 1,
2002, when the Euro will become the functional currency for these 11 countries.
During the transition period from January 1, 1999 to January 1, 2002, payments
can be made using either the Euro or the national currencies at fixed exchange
rates.
Beginning January 1, 1999, the Company began conducting business with
customers in both the Euro and the respective national currency. Systems and
processes that are initially impacted by this dual currency requirement are
customer billing and receivables, payroll and cash management activities,
including cash collections and disbursements. To accomplish compliance, the
Company is making the necessary systems and process changes and is also working
with its financial institutions on various cash management issues. The Company's
German operations have begun recording all business transactions in the Euro
effective July 1, 2000. In France, the remaining affected country in which the
Company operates, the Company currently has new systems and processes in place
to accommodate the recording of all business transactions in the Euro, however,
the actual recording will not begin until July 1, 2001.
Management currently believes that the costs associated with
implementing and completing the Euro conversion, as well as business and market
implications, if any, associated with the Euro conversion, will not be material
to its results of operations or financial condition in any year or in the
aggregate. The competitive impact of increased cross-border price transparency,
however, is uncertain, both with respect to products sold by the Company, as
well as products and services purchased by the Company.
The Company's ongoing efforts with regard to the Euro conversion, and
those of its significant customers and suppliers, including financial
institutions may, at some time in the future, reveal as yet unidentified or not
fully understood issues that may not be addressable in a timely fashion, or that
may cause unexpected competitive or market effects, all contrary to the
foregoing statements. This issue, if not resolved favorably, could have a
material adverse effect on the Company's results of operations or financial
condition in a future period.
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 year ended June 30, 2000. There have been no
material changes during the six months ended December 31, 2000.
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PART II: OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Stockholders was held on November 14, 2000.
(c) A brief description of matters voted upon and the results of the
voting follows:
PROPOSAL 1 - To elect two Class I Directors to serve for three-year
terms or until their respective successors are elected and qualify.
SCHEDULE OF VOTES CAST FOR EACH DIRECTOR
TOTAL VOTE FOR TOTAL VOTE WITHHELD
EACH DIRECTOR FROM EACH DIRECTOR
------------- ------------------
CLASS A
Samuel B. Fortenbaugh, III 10,489,992 279,254
Judith A. Mulholland 10,488,792 280,454
CLASS B
Samuel B. Fortenbaugh, III 17,497,670 0
PROPOSAL 2 - The stockholder proposal from Carl M. Noller included in
our annual proxy statement for the 2000 annual meeting of stockholders
was not submitted to a vote of the stockholders at the meeting because
Mr. Noller failed to appear at the meeting.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.40* Credit Agreement Among Baldwin Americas Corporation,
Baldwin Europe Consolidated, Inc., and Baldwin Asia
Pacific Corporation, as Borrowers, the other credit
parties signatory thereto, the Lenders (as defined in
the Credit Agreement), Fleet National Bank, as
Administrative Agent, and First Union National Bank,
as Documentation Agent, dated as of October 31, 2000
(the "Credit Agreement") (filed herewith).
27 Financial Data Schedule (filed herewith).
(b) Reports on Form 8-K. There were no reports on Form 8-K filed for
the three months ended December 31, 2000.
* Confidential treatment has been requested with respect to portions of the
agreement indicated with brackets and asterisks [***]. A complete copy of this
agreement, including the redacted items, has been separately filed with the
Securities and Exchange Commission.
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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/ James M. Rutledge
----------------------------
Vice President, Chief Financial
Officer and Treasurer
Dated: February 20, 2001
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