FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
[Mark one]
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þ |
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Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For quarter ended September 30, 2007
OR
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o |
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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)
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Delaware
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13-3258160 |
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.) |
incorporation or organization) |
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2 Trap Falls Road, Suite 402, Shelton, Connecticut
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06484 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants 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 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 þ NO o
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 o Accelerated filer o Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). YES o NO þ
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date.
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Class
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Outstanding at October 31, 2007 |
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Class A Common Stock |
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$0.01 par value
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14,294,111 |
Class B Common Stock |
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$0.01 par value
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1,142,555 |
BALDWIN TECHNOLOGY COMPANY, INC.
INDEX
BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
ASSETS
|
|
|
|
|
|
|
|
|
|
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September 30, |
|
|
June 30, |
|
|
|
2007 |
|
|
2007 |
|
|
|
(unaudited) |
|
|
|
|
|
CURRENT ASSETS: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
11,720 |
|
|
$ |
17,375 |
|
Accounts receivable trade, net of allowance for doubtful accounts
of $1,931 ($1,876 at June 30, 2007) |
|
|
40,877 |
|
|
|
40,713 |
|
Notes receivable, trade |
|
|
6,831 |
|
|
|
7,150 |
|
Inventories |
|
|
34,794 |
|
|
|
30,384 |
|
Deferred taxes, net |
|
|
1,872 |
|
|
|
1,780 |
|
Prepaid expenses and other |
|
|
6,645 |
|
|
|
5,584 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
102,739 |
|
|
|
102,986 |
|
|
|
|
|
|
|
|
MARKETABLE SECURITIES: |
|
|
|
|
|
|
|
|
(Cost $616 at September 30, 2007 and $564 at June 30, 2007) |
|
|
786 |
|
|
|
781 |
|
|
|
|
|
|
|
|
PROPERTY, PLANT AND EQUIPMENT: |
|
|
|
|
|
|
|
|
Land and buildings |
|
|
1,154 |
|
|
|
1,116 |
|
Machinery and equipment |
|
|
6,142 |
|
|
|
6,152 |
|
Furniture and fixtures |
|
|
4,855 |
|
|
|
5,347 |
|
Capital leases |
|
|
295 |
|
|
|
278 |
|
|
|
|
|
|
|
|
|
|
|
12,446 |
|
|
|
12,893 |
|
Less: Accumulated depreciation |
|
|
(7,037 |
) |
|
|
(7,518 |
) |
|
|
|
|
|
|
|
Net property, plant and equipment |
|
|
5,409 |
|
|
|
5,375 |
|
|
|
|
|
|
|
|
INTANGIBLES, less accumulated amortization of $7,151 ($6,608
at June 30, 2007) |
|
|
11,522 |
|
|
|
11,169 |
|
GOODWILL, less accumulated amortization of $3,511 ($3,293
at June 30, 2007) |
|
|
25,813 |
|
|
|
24,741 |
|
DEFERRED TAXES, NET |
|
|
4,468 |
|
|
|
6,793 |
|
OTHER ASSETS |
|
|
4,967 |
|
|
|
5,335 |
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
155,704 |
|
|
$ |
157,180 |
|
|
|
|
|
|
|
|
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)
LIABILITIES AND SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
June 30, |
|
|
|
2007 |
|
|
2007 |
|
|
|
(unaudited) |
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
Loans payable |
|
$ |
2,611 |
|
|
$ |
3,249 |
|
Current portion of long-term debt |
|
|
2,917 |
|
|
|
2,501 |
|
Accounts payable, trade |
|
|
20,747 |
|
|
|
19,976 |
|
Notes payable, trade |
|
|
7,021 |
|
|
|
7,009 |
|
Accrued salaries, commissions, bonus and profit-sharing |
|
|
7,947 |
|
|
|
7,942 |
|
Customer deposits |
|
|
5,541 |
|
|
|
5,876 |
|
Accrued and withheld taxes |
|
|
2,129 |
|
|
|
1,793 |
|
Income taxes payable |
|
|
2,478 |
|
|
|
1,518 |
|
Other accounts payable and accrued liabilities |
|
|
16,984 |
|
|
|
17,559 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
68,375 |
|
|
|
67,423 |
|
|
|
|
|
|
|
|
LONG-TERM LIABILITIES: |
|
|
|
|
|
|
|
|
Long-term debt, net of current portion |
|
|
24,388 |
|
|
|
26,929 |
|
Other long-term liabilities |
|
|
8,486 |
|
|
|
8,288 |
|
|
|
|
|
|
|
|
Total long-term liabilities |
|
|
32,874 |
|
|
|
35,217 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
101,249 |
|
|
|
102,640 |
|
|
|
|
|
|
|
|
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|
|
|
|
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|
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|
Commitments and contingencies |
|
|
|
|
|
|
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|
|
|
|
|
|
|
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SHAREHOLDERS EQUITY: |
|
|
|
|
|
|
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|
Class A Common Stock, $.01 par, 45,000,000 shares authorized,
17,928,181 shares issued at September 30, 2007 and 17,875,522
shares issued at June 30, 2007 |
|
|
180 |
|
|
|
179 |
|
Class B Common Stock, $.01 par, 4,500,000 shares authorized,
1,436,825 shares issued at September 30, 2007 and 1,486,825
shares issued at June 30, 2007 |
|
|
14 |
|
|
|
15 |
|
Capital contributed in excess of par value |
|
|
59,737 |
|
|
|
59,499 |
|
Accumulated earnings |
|
|
3,887 |
|
|
|
5,266 |
|
Accumulated other comprehensive income |
|
|
4,107 |
|
|
|
3,051 |
|
Less: Treasury stock, at cost: |
|
|
|
|
|
|
|
|
Class A - 3,634,070 shares at September 30, 2007 |
|
|
|
|
|
|
|
|
Class B - 294,270 shares at September 30, 2007 |
|
|
(13,470 |
) |
|
|
(13,470 |
) |
|
|
|
|
|
|
|
Total shareholders equity |
|
|
54,455 |
|
|
|
54,540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
|
$ |
155,704 |
|
|
$ |
157,180 |
|
|
|
|
|
|
|
|
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 |
|
|
|
ended September 30, |
|
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|
2007 |
|
|
2006 |
|
Net Sales |
|
$ |
53,929 |
|
|
$ |
43,207 |
|
Cost of goods sold |
|
|
36,683 |
|
|
|
28,945 |
|
|
|
|
|
|
|
|
Gross Profit |
|
|
17,246 |
|
|
|
14,262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses: |
|
|
|
|
|
|
|
|
General and administrative |
|
|
5,585 |
|
|
|
4,879 |
|
Selling |
|
|
4,093 |
|
|
|
3,291 |
|
Engineering and development |
|
|
4,416 |
|
|
|
3,977 |
|
|
|
|
|
|
|
|
|
|
|
14,094 |
|
|
|
12,147 |
|
|
|
|
|
|
|
|
Operating income |
|
|
3,152 |
|
|
|
2,115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (income) expense: |
|
|
|
|
|
|
|
|
Interest expense |
|
|
770 |
|
|
|
224 |
|
Interest income |
|
|
(68 |
) |
|
|
(31 |
) |
Other (income) expense, net |
|
|
72 |
|
|
|
(226 |
) |
|
|
|
|
|
|
|
|
|
|
774 |
|
|
|
(33 |
) |
|
|
|
|
|
|
|
Income before income taxes |
|
|
2,378 |
|
|
|
2,148 |
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
|
1,339 |
|
|
|
822 |
|
|
|
|
|
|
|
|
Net income |
|
$ |
1,039 |
|
|
$ |
1,326 |
|
|
|
|
|
|
|
|
Net income per share basic and diluted |
|
|
|
|
|
|
|
|
Income per share basic |
|
$ |
0.07 |
|
|
$ |
0.09 |
|
Income per share diluted |
|
$ |
0.07 |
|
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
15,435 |
|
|
|
15,003 |
|
|
|
|
|
|
|
|
Diluted |
|
|
15,872 |
|
|
|
15,726 |
|
|
|
|
|
|
|
|
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)
|
|
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|
|
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|
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|
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|
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|
|
|
|
|
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|
|
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|
|
|
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|
|
|
|
|
|
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|
Capital |
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
Class A |
|
|
Class B |
|
|
Contributed |
|
|
Accumu- |
|
|
Other |
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
Common Stock |
|
|
In Excess |
|
|
lated |
|
|
Comprehensive |
|
|
Treasury Stock |
|
|
Comprehensive |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
of Par |
|
|
Earnings |
|
|
Income |
|
|
Shares |
|
|
Amount |
|
|
Income |
|
Balance at
June 30, 2007 |
|
|
17,875,622 |
|
|
$ |
179 |
|
|
|
1,486,825 |
|
|
$ |
15 |
|
|
$ |
59,499 |
|
|
$ |
5,266 |
|
|
$ |
3,051 |
|
|
|
(3,928,340 |
) |
|
$ |
(13,470 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adoption of FIN 48 -
uncertain tax
positions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,418 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
Net income for the
three months ended
September 30, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,039 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,039 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
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|
|
|
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|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,083 |
|
|
|
|
|
|
|
|
|
|
|
1,083 |
|
|
|
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|
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|
|
|
|
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|
|
Unrealized gain on
available-for-sale
securities, net of
tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
(27 |
) |
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|
|
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|
(27 |
) |
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization stock
based
compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
232 |
|
|
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|
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|
|
|
|
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|
Comprehensive
income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Shares converted
Class B to Class A |
|
|
50,000 |
|
|
|
1 |
|
|
|
(50,000 |
) |
|
|
(1 |
) |
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|
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|
Shares issued under
stock option plan |
|
|
2,559 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
6 |
|
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|
|
|
|
|
|
|
|
Balance at
September 30, 2007 |
|
|
17,928,181 |
|
|
$ |
180 |
|
|
|
1,436,825 |
|
|
$ |
14 |
|
|
$ |
59,737 |
|
|
$ |
3,887 |
|
|
$ |
4,107 |
|
|
|
(3,928,340 |
) |
|
$ |
(13,470 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 three months ended |
|
|
|
September 30, |
|
|
|
2007 |
|
|
2006 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
1,039 |
|
|
$ |
1,326 |
|
Adjustments to reconcile net income to net cash
provided (used) by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
572 |
|
|
|
405 |
|
Accrued retirement pay |
|
|
84 |
|
|
|
94 |
|
Provision for losses on accounts receivable |
|
|
51 |
|
|
|
34 |
|
Stock compensation costs |
|
|
232 |
|
|
|
150 |
|
Deferred taxes |
|
|
1 |
|
|
|
3 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts and notes receivable |
|
|
2,320 |
|
|
|
(2,356 |
) |
Inventories |
|
|
(2,997 |
) |
|
|
(748 |
) |
Prepaid expenses and other |
|
|
(637 |
) |
|
|
763 |
|
Other assets |
|
|
497 |
|
|
|
1,403 |
|
Customer deposits |
|
|
(634 |
) |
|
|
1,250 |
|
Accrued compensation |
|
|
(457 |
) |
|
|
(1,836 |
) |
Payments of restructuring charges |
|
|
(120 |
) |
|
|
|
|
Payment of integration costs |
|
|
(471 |
) |
|
|
|
|
Accounts and notes payable, trade |
|
|
(1,053 |
) |
|
|
(1,604 |
) |
Income taxes payable |
|
|
804 |
|
|
|
507 |
|
Accrued and withheld taxes |
|
|
336 |
|
|
|
(543 |
) |
Other accounts payable and accrued liabilities |
|
|
(676 |
) |
|
|
489 |
|
Interest payable |
|
|
50 |
|
|
|
(11 |
) |
|
|
|
|
|
|
|
Net cash (used for) operating activities |
|
|
(1,059 |
) |
|
|
(674 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Acquisition related payments |
|
|
(382 |
) |
|
|
|
|
Additions of property, plant and equipment |
|
|
(156 |
) |
|
|
(250 |
) |
Additions of patents and trademarks |
|
|
(480 |
) |
|
|
(54 |
) |
|
|
|
|
|
|
|
Net cash (used for) investing activities |
|
|
(1,018 |
) |
|
|
(304 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Long-term and short-term debt borrowings |
|
|
|
|
|
|
847 |
|
Long-term and short-term debt repayments |
|
|
(3,852 |
) |
|
|
|
|
Principal payments under capital lease obligations |
|
|
(37 |
) |
|
|
(36 |
) |
Proceeds of stock option exercises |
|
|
6 |
|
|
|
136 |
|
Other long-term liabilities |
|
|
(92 |
) |
|
|
(39 |
) |
|
|
|
|
|
|
|
Net cash (used for) provided by financing activities |
|
|
(3,975 |
) |
|
|
908 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of exchange rate changes |
|
|
397 |
|
|
|
(220 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) in cash and cash equivalents |
|
|
(5,655 |
) |
|
|
(290 |
) |
Cash and cash equivalents at beginning of period |
|
|
17,375 |
|
|
|
14,986 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
11,720 |
|
|
$ |
14,696 |
|
|
|
|
|
|
|
|
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 three months |
|
|
ended September 30, |
|
|
2007 |
|
2006 |
Cash paid during the period for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
770 |
|
|
$ |
235 |
|
Income taxes |
|
$ |
593 |
|
|
$ |
229 |
|
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)
(in thousands, except share and per share data)
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 press automation 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 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 Companys latest Annual Report on Form 10-K for the fiscal year ended June
30, 2007.
Note 2 Recently Issued Accounting Standards:
The Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes
an Interpretation of FASB Statement No. 109 (FIN 48) on July 1, 2007. FIN 48 clarifies the
accounting and reporting for uncertainties in income tax law. This Interpretation prescribes a
comprehensive model for the financial statement recognition, measurement, presentation and
disclosure of uncertain tax positions taken or expected to be taken in income tax returns.
The cumulative effect of adopting FIN 48 was a decrease of $2,418 to the July 1, 2007
accumulated earnings balance with a corresponding charge in balance sheet tax accounts. As of the
adoption date, the Company has gross unrecognized tax benefits of $4,617. The balance of accrued
interest (net of tax benefits) was $59 and penalties of $135 were reflected at July 1, 2007 to the
Statement of Financial Position. Interest and penalties related to the income tax liabilities are
included in income tax expense.
If the unrecognized tax benefits were recognized, the favorable impact on the effective tax
rate would be $2,418.
In many cases, the Companys uncertain tax positions are related to tax years that remain
subject to examination by relevant taxing authorities. The Company is currently not under audit by
the Internal Revenue Service but is under audit in various non-U.S. jurisdictions. The Company
believes it is reasonably possible that no material uncertain tax position may decrease in the next
12 months.
The Company conducts business globally and, as a result, files one or more income tax returns
in the U.S. federal jurisdiction and various state and non-U.S. jurisdictions. In the normal course
of business the Company is subject to examination by taxing authorities throughout the world,
including such major jurisdictions as Sweden, Germany, Japan, the
7
U.K. and the United States. The
open tax years for these jurisdictions span 2000 through 2007.
For the three month period ending September 30, 2007, there was no material changes related to
tax reserves that impacted the Companys effective tax rate.
In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB
Statement No 115, which permits entities to measure some financial assets and liabilities at fair
value on an instrument-by-instrument basis. Entities that elect the fair value option will report
unrealized gains and losses in earnings at each subsequent reporting date. SFAS No. 159 also
establishes additional disclosure requirements. The provisions of SFAS No. 159 are effective for
fiscal years beginning July 1, 2008. The Company is currently evaluating the provisions of SFAS No.
159 and the resulting impact of adoption on its financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157
defines fair value, establishes a framework for measuring fair value under GAAP, and expands
disclosures about fair value measurements. The provisions of SFAS No. 157 are effective for fiscal
year beginning July 1, 2008, and interim periods within that fiscal year. The Company is currently
evaluating the provisions of SFAS No. 157 and the resulting impact of adoption on the financial
statements.
Note 3 Long Term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
|
September 30, 2007 |
|
|
June 30, 2007 |
|
|
|
Current |
|
|
Long-Term |
|
|
Current |
|
|
Long-Term |
|
Revolving Credit Facility due November 21,
2011, interest rate one-month LIBOR
Rate 5.38% plus 2.25% |
|
$ |
|
|
|
$ |
10,300 |
|
|
$ |
|
|
|
$ |
12,800 |
|
Revolving Credit Facility due November 21,
2011, interest rate one-month EURIBOR
Rate 4.29% plus 2.25% |
|
|
|
|
|
|
1,238 |
|
|
|
|
|
|
|
1,175 |
|
Term loan payable by foreign subsidiary due November 21, 2011, with quarterly payments
interest rate one-month EURIBOR rate
4.29% plus 2.25% |
|
|
2,487 |
|
|
|
12,850 |
|
|
|
2,099 |
|
|
|
12,853 |
|
Term loan payable by foreign subsidiary
due September 2008, interest rate
1.81% |
|
|
290 |
|
|
|
|
|
|
|
271 |
|
|
|
68 |
|
Note payable by foreign subsidiary
Through 2008, interest rate 5.70% |
|
|
140 |
|
|
|
|
|
|
|
131 |
|
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,917 |
|
|
$ |
24,388 |
|
|
$ |
2,501 |
|
|
$ |
26,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company maintains relationships with both foreign and domestic banks, which combined have
extended short and long term credit facilities to the Company totaling $61,640. As of September 30,
2007, the Company had $33,288 outstanding (including letters of credit). The amount available under
these credit facilities at September 30, 2007 was $28,352.
Note 4 Net income 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. For the three months ended September
8
30, 2007 and 2006, the
weighted average shares outstanding used to compute diluted net income per share include
potentially dilutive securities of 437,000 and 723,000 shares, respectively. Outstanding options to
purchase 30,000 and 69,000 shares, respectively, of the Companys common stock for the three months
ended September 30, 2007 and 2006, respectively, are not included in the above calculation to
compute diluted net income per share as their exercise prices exceeded their current market value
of these shares.
Note 5 Accumulated 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:
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
|
September 30, 2007 |
|
|
June 30, 2007 |
|
Cumulative translation adjustments |
|
$ |
4,084 |
|
|
$ |
3,001 |
|
Unrealized gain on investments,
net of tax |
|
|
99 |
|
|
|
126 |
|
Pension funded status, net of tax |
|
|
(76 |
) |
|
|
(76 |
) |
|
|
|
|
|
|
|
|
|
$ |
4,107 |
|
|
$ |
3,051 |
|
|
|
|
|
|
|
|
Note 6 Inventories:
Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
|
September 30, 2007 |
|
|
June 30, 2007 |
|
Raw materials |
|
$ |
17,277 |
|
|
$ |
14,176 |
|
In process |
|
|
6,019 |
|
|
|
5,227 |
|
Finished goods |
|
|
11,498 |
|
|
|
10,981 |
|
|
|
|
|
|
|
|
|
|
$ |
34,794 |
|
|
$ |
30,384 |
|
|
|
|
|
|
|
|
Foreign currency translation effects increased inventories by $1,413 from June 30, 2007 to
September 30, 2007.
Note 7 Goodwill and Other Intangible Assets:
The changes in the carrying amount of goodwill for the three months ended September 30, 2007
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Carrying |
|
|
Accumulated |
|
|
Net |
|
|
|
Amount |
|
|
Amortization |
|
|
Book Value |
|
|
|
(in thousands) |
|
Balance as of July 1, 2007 |
|
$ |
28,034 |
|
|
$ |
3,293 |
|
|
$ |
24,741 |
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
382 |
|
|
|
|
|
|
|
382 |
|
Effects of currency translation |
|
|
908 |
|
|
|
218 |
|
|
|
690 |
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2007 |
|
$ |
29,324 |
|
|
$ |
3,511 |
|
|
$ |
25,813 |
|
|
|
|
|
|
|
|
|
|
|
9
Intangible assets subject to amortization were comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2007 |
|
|
As of June 30, 2007 |
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
Amortization |
|
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
|
Accumulated |
|
Intangible Assets: |
|
Period (Years) |
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|
Amortization |
|
|
|
|
|
|
|
(in thousands) |
|
|
(in thousands) |
|
Patents and Trademarks |
|
|
15-20 |
|
|
$ |
8,925 |
|
|
$ |
5,558 |
|
|
$ |
8,390 |
|
|
$ |
5,412 |
|
Customer relationships |
|
|
2 -13 |
|
|
|
633 |
|
|
|
41 |
|
|
|
633 |
|
|
|
25 |
|
Tradename |
|
|
30 |
|
|
|
1,645 |
|
|
|
49 |
|
|
|
1,645 |
|
|
|
35 |
|
Existing product technology |
|
|
15 |
|
|
|
5,438 |
|
|
|
276 |
|
|
|
5,438 |
|
|
|
186 |
|
Non-compete/solicitation
agreements |
|
|
5 |
|
|
|
93 |
|
|
|
12 |
|
|
|
93 |
|
|
|
7 |
|
Other |
|
|
5-30 |
|
|
|
1,939 |
|
|
|
1,215 |
|
|
|
1,578 |
|
|
|
943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
18,673 |
|
|
$ |
7,151 |
|
|
$ |
17,777 |
|
|
$ |
6,608 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense associated with these intangible assets was $237 and $144, respectively,
for the three months ended September 30, 2007 and 2006.
Note 8 Pension and other post-retirement benefits:
The following table sets forth the components of net periodic benefit costs for the Companys
defined benefit plans for the three months ended September 30, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
|
Pension Benefits |
|
|
|
For the three months |
|
|
|
Ended September 30, |
|
|
|
2007 |
|
|
2006 |
|
Service cost |
|
$ |
65 |
|
|
$ |
71 |
|
Interest cost |
|
|
13 |
|
|
|
12 |
|
Expected return on plan assets |
|
|
(5 |
) |
|
|
(4 |
) |
Amortization of transition obligation |
|
|
|
|
|
|
(1 |
) |
Amortization of net actuarial gain |
|
|
(2 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
71 |
|
|
$ |
77 |
|
|
|
|
|
|
|
|
During the three months ended September 30, 2007 and 2006 the Company made no contributions to
the plans.
Note 9 Customers:
During the three months ended September 30, 2007 and 2006, one customer accounted for more
than 10% of the Companys net sales. Koenig and Bauer Aktiengesellschaft (KBA) accounted for
approximately 17% and 21% of the Companys net sales for the three months ended September 30, 2007
and 2006, respectively.
Note 10 Warranty Costs:
The Companys standard contractual warranty provisions are to repair or replace, at the
Companys option, product that is proven to be defective. The Company estimates its warranty 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
10
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 |
|
|
|
2007 |
|
|
2006 |
|
Warranty reserve at June 30 |
|
$ |
4,820 |
|
|
$ |
3,049 |
|
Additional warranty expense accruals |
|
|
987 |
|
|
|
629 |
|
Payments against reserve |
|
|
(966 |
) |
|
|
(731 |
) |
Effects of currency rate fluctuations |
|
|
314 |
|
|
|
(44 |
) |
|
|
|
|
|
|
|
Warranty reserve at September 30 |
|
$ |
5,155 |
|
|
$ |
2,903 |
|
|
|
|
|
|
|
|
Note 11 Acquisition:
On November 21, 2006, the Company completed the acquisition of Oxy-Dry Corporation, a producer
of press automation equipment for the printing industry.
The table below represents the preliminary allocation of the total consideration to the
Oxy-Dry tangible and identifiable intangible assets and liabilities based on the Companys
assessment of their respective fair values as of the date of acquisition. The preliminary purchase
price allocation, presented below, is subject to change based upon finalization of the post closing
adjustments.
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
Cash |
|
$ |
2,287 |
|
Accounts receivable |
|
|
7,136 |
|
Inventory |
|
|
5,960 |
|
Other assets |
|
|
914 |
|
Property, plant and equipment |
|
|
2,149 |
|
Identifiable intangible assets |
|
|
6,745 |
|
Accounts payable |
|
|
(1,723 |
) |
Deposits |
|
|
(2,156 |
) |
Accrued expenses |
|
|
(8,467 |
) |
Liabilities assumed |
|
|
(3,000 |
) |
Deferred taxes |
|
|
(486 |
) |
Other liabilities |
|
|
(1,151 |
) |
|
|
|
|
Total fair value of net assets acquired |
|
|
8,208 |
|
|
|
|
|
Goodwill |
|
$ |
12,510 |
|
Identifiable intangibles include product technology, $4,499 (15 year life), trade name $1,645
(30 year life), customer relationships $528 (13 year life), and non-compete agreements $73 (5 year
life). Additionally, there is no amount of tax deductible goodwill.
Note 12 Stock Based Compensation:
Pursuant to SFAS123(R) Share-Based Payment, companies must recognize the cost of employee
services received in exchange for awards of equity instruments based on the grant date fair value
of those awards.
11
Total share-based compensation for the three months ended September 30, 2007 and 2006 are
summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
|
For the three months |
|
|
|
ended September 30, |
|
|
|
2007 |
|
|
2006 |
|
Share based compensation |
|
|
|
|
|
|
|
|
Stock options |
|
$ |
106 |
|
|
$ |
91 |
|
Restricted stock |
|
|
126 |
|
|
|
59 |
|
|
|
|
|
|
|
|
Total share-based compensation |
|
$ |
232 |
|
|
$ |
150 |
|
|
|
|
|
|
|
|
In addition, the Company issued an aggregate of 146,000 options on its class A shares under
the 2005 Equity Compensation Plan during the quarter ended September 30, 2007.
Note 13 Restructuring:
Activity related to the December 20, 2006 restructuring plan designed to achieve operational
efficiencies and eliminate redundant costs and achieve greater efficiency in sales, marketing and
operational activities during the three months ended September 30, 2007 included in other accounts
payable and accrued liabilities is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments |
|
|
|
|
|
|
|
|
|
|
Payments |
|
|
|
|
|
|
against Reserve |
|
|
|
|
|
|
|
|
|
|
against |
|
|
|
|
|
|
for the three |
|
|
|
|
|
|
|
|
|
|
Reserve for the |
|
|
Balance at |
|
|
months ended |
|
|
Balance at |
|
|
|
Initial |
|
|
period ended |
|
|
June 30, |
|
|
September 30, |
|
|
September |
|
(in thousands) |
|
Reserve |
|
|
June 30, 2007 |
|
|
2007 |
|
|
2007 |
|
|
30, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee termination costs |
|
$ |
810 |
|
|
$ |
(504 |
) |
|
$ |
306 |
|
|
$ |
(120 |
) |
|
$ |
186 |
|
Contract termination costs |
|
|
72 |
|
|
|
|
|
|
|
72 |
|
|
|
|
|
|
|
72 |
|
Other associated costs |
|
|
112 |
|
|
|
(29 |
) |
|
|
83 |
|
|
|
|
|
|
|
83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total restructuring costs |
|
$ |
994 |
|
|
$ |
(533 |
) |
|
$ |
461 |
|
|
$ |
(120 |
) |
|
$ |
341 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actions under the plan were substantially completed at June 30, 2007 with payments expected to
continue through June 30, 2008.
Note 14 Legal Proceedings:
On November 14, 2002, the Dusseldorf Higher Regional Court (DHRC) announced its judgment in
favor of Baldwin in a patent infringement dispute against its competitor, technotrans AG
(Technotrans). Technotrans filed an appeal of the DHRC ruling with the German Supreme Court in
Karlsruhe. Technotrans also filed to revoke the Companys patent with the Federal Patent Court in
Munich, Germany. On July 21, 2004, the German Federal Patent Court upheld the validity of the
Companys patent. Technotrans has also appealed that judgment to the German Supreme Court in
Karlsruhe. That court has not yet reached a decision on either of those appeals. No amounts have
been recorded in the consolidated financial statements with regard to the potential contingent gain
from the DHRC judgment. On May 18, 2005, Baldwin Germany GmbH of Augsburg, Germany, a subsidiary of
Baldwin Technology Company, Inc. filed suit in the Regional Court of Dusseldorf, Germany against
Technotrans, claiming damages of 32,672,592 Euro (approximately $45,000,000) as a result of the
patent infringement. The
12
Dusseldorf Court suspended proceedings in the damages claim until such
time as a decision is reached by the
German Supreme Court in Karlsruhe on the appeal of the DHRC decision. That appeal has been
suspended until the Supreme Court rules on the invalidity action, which decision is expected some
time in 2008.
Note 15 Income Taxes:
The Companys effective tax rate is impacted by having significant operations outside the
United States, which are taxed at rates different than the U.S. statutory rate of 35 percent and no
tax benefit recognized for losses incurred in certain countries as realization of such benefits was
not more likely than not. In addition, during the quarter ended September 30, 2007, the tax
provision was negatively impacted $380,000, as a result of a change in tax rates in Germany and the
associated effects on the Companys deferred tax assets in that country.
|
|
|
ITEM 2: |
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS |
The following is managements 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 Companys 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
Companys large OEM customers, (vii) competitive market influences. Additional factors are set
forth in Item 1A Risk Factors to the Companys Annual Report on Form 10-K for the fiscal year
ended June 30, 2007 which should be read in conjunction herewith.
Critical Accounting Policies and Estimates
For further information regarding the Companys critical accounting policies, please refer to
the Managements Discussion and Analysis section of the Companys Annual Report on Form 10-K for
the fiscal year ended June 30, 2007. Other than the Companys adoption of Financial Accounting
Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an
Interpretation of FASB Statement No. 109 on July 1, 2007 (see Note 2 to the Consolidated Financial
Statements) there have been no material changes during the three months ended September 30, 2007.
13
Overview
Baldwin Technology Company, Inc. is a leading global supplier of press automation equipment
for the printing and publishing 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 production
facilities in the Americas, Asia and Europe. Baldwins 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.
Net sales as reported for the three months ended September 30, 2007 increased by $10,722,000,
or 25%, to $53,929,000 from $43,207,000 for the three months ended September 30, 2006. Revenue as
discussed more fully below has been favorably impacted by the acquisitions of Oxy-Dry in November
2006 and Hildebrand in April 2007 as well as currency rate fluctuations.
Gross profit for the three months ended September 30, 2007 was $17,246,000 (32% of net sales)
as compared to $14,262,000 (33.0% of net sales) for the three months ended September 30, 2006, an
increase of $2,984,000 or 21%. The increase, as described in the discussion below, relates to the
acquired businesses, currency rates changes and lower material costs.
Operating income increased to 6% of sales for the period ended September 30, 2007 from 5% of
sales for the three months ended September 30 2006, primarily as a result of the additional
revenue, stable gross margins and controlled operating expenses.
Interest expense increased for the three months ended September 30, 2007 versus the previous
years corresponding periods as a result of higher average debt levels associated with the fiscal
year 2007 acquisitions of Oxy-Dry and Hildebrand. In addition, a change in the German tax rates
negatively impacted tax expense for the quarter ended September 30, 2007.
Three Months Ended September 30, 2007 vs. Three Months Ended September 30, 2006
Consolidated Results
Net Sales
Net sales for the three months ended September 30, 2007 increased by $10,722,000, or 25%, to
$53,929,000 from $43,207,000 for the three months ended September 30, 2006. Currency rate
fluctuations attributable to the Companys overseas operations increased net sales by $1,715,000 in
the current period. In addition, sales attributable to acquisitions (Oxy-Dry in November 2006 and
Hildebrand in April 2007) favorably impacted sales by $11,275,000. Excluding the effects of
currency translations and the acquisitions net sales declined $2,268,000 or 5%.
The net sales decrease (excluding the effects of acquired businesses and rates of exchange)
reflects decreased sales in Europe of $2,385,000. The decrease is primarily attributable to lower
demand for the Companys commercial cleaning systems reflecting reduced order and sales activity by
OEM press manufacturers in Germany, coupled with lower shipments to the newspaper market serviced
by the Companys subsidiary in Sweden. Net
14
Sales in the Americas decreased $353,000 due to lower
shipments in the US commercial markets. In Asia net sales increased $470,000 as the result of
increased sales in the newspaper market, primarily of spray dampening systems, partially offset by
reduced OEM activity in the commercial market.
15
Gross Profit
Gross profit for the three months ended September 30, 2007 was $17,246,000 (32.0% of net
sales) as compared to $14,262,000 (33.0% of net sales) for the three months ended September 30,
2006, an increase of $2,984,000 or 21%. Currency rate fluctuations increased gross profit by
$637,000 and the acquired businesses favorably impacted gross margin approximately $2,833,000 in
the current period. Excluding the effects of currency rate fluctuations and the acquired
businesses, gross profit remained relatively flat while margins improved to 34%. Gross margin was
favorably impacted by lower material costs resulting from purchasing efficiencies primarily in
Japan.
Selling, General, and Administrative Expenses
Selling, general and administrative expenses amounted to $9,678,000 for the three months ended
September 30, 2007 as compared to $8,170,000 for the same period in the prior fiscal year, (amounts
representing 17.9% and 18.9% of respective period sales) an increase of $1,508,000. Currency rate
fluctuations increased these expenses by $269,000 in the current period while the acquired
businesses added approximately $1,094,000. Otherwise, selling, general and administrative expenses
would have increased by $145,000. Selling expenses increased by $205,000, which is primarily the
result of higher trade show expenses and commission costs. General and administrative expenses
decreased by $60,000 primarily due to lower accruals for incentive compensation costs offset in
part by higher outside professional service costs.
Engineering and Development Expenses
Engineering and development expenses increased by $439,000 over the same period in the prior
fiscal year. Currency rate fluctuations increased these expenses by $184,000 and the acquired
businesses added $287,000 in the current period. Excluding the effects of currency rate
fluctuations and the acquired businesses, engineering and development expenses would have remained
flat in the current period. As a percentage of net sales, engineering and development expenses
decreased to 8.1% for the three months ended September 30, 2007 compared to 9.2% for the same
period in the prior fiscal year.
Interest and Other
Interest expense for the three months ended September 30, 2007 was $770,000 as compared to
$224,000 for the three months ended September 30, 2006. Currency rate fluctuations had a negligible
effect in the current period. This increase reflects the higher average debt level in the current
period of approximately $19.0 million versus the period ended September 30, 2006.
Interest income amounted to $68,000 and $31,000 for the three months ended September 30, 2007
and 2006, respectively.
Other income (expense), net amounted to expense of $72,000 for the three months ended
September 30, 2007 compared to income of $226,000 for the three months ended September 30, 2006.
Other income for the quarter ended September 30, 2006 includes $147,000 of income related to the
cancellation of an insurance contract in Japan.
Income Taxes
The Company recorded an income tax provision of $1,339,000 for the three months ended
September 30, 2007 as compared to $822,000 for the three months ended September 30, 2006. The tax
provision has been negatively impacted in the quarter ended September 30, 2007 by approximately
$380,000, primarily is a result of a change in the tax rates in Germany and the associated effects
on the Companys deferred tax assets in that country. Excluding this adjustment the effective tax
rate was 40.3% (38.3% for the quarter ended September 30, 2006) for the three
16
months ended
September 30, 2006. The effective tax rates for the three months ended September 30, 2007 and 2006
differ from the statutory rates as no benefits are
recognized for losses incurred in certain countries as the realization of such benefits was not
more likely than not. The Company continues to assess the need for its deferred tax asset
valuation allowances 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 adjustments were determined to be required. In particular, the Company is
monitoring positive earnings trends and other positive evidence in the U.S. to determine if such
trends could possibly require a reversal of valuation allowances.
Net Income
The Companys net income amounted to $1,039,000 for the three months ended September 30, 2007,
compared to net income of $1,326,000 for the three months ended September 30, 2006. Net income per
share amounted to $0.07 basic and diluted for the three months ended September 30, 2007 and $.09
basic and $0.08 diluted for the three months ended September 30, 2006.
Liquidity and Capital Resources at September 30, 2007
Cash flows from operating, investing and financing activities, as reflected in the
Consolidated Statement of Cash Flows, are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Cash provided by (used for): |
|
|
|
|
|
|
|
|
Operating activities |
|
$ |
(1,059,000 |
) |
|
$ |
(674,000 |
) |
Investing activities |
|
|
(1,018,000 |
) |
|
|
(304,000 |
) |
Financing activities |
|
|
(3,975,000 |
) |
|
|
908,000 |
|
Effect of exchange rate changes on cash |
|
|
397,000 |
|
|
|
(220,000 |
) |
|
|
|
|
|
|
|
Net (decrease) in cash and cash equivalents |
|
$ |
(5,655,000 |
) |
|
$ |
(290,000 |
) |
|
|
|
|
|
|
|
Cash used for operating activities increased $385,000 during the quarter ended September 30,
2007 versus the prior year period. The increase is primarily related to a higher level of
inventory in anticipation of shipments and a reduction in inventory turns from 5 times to 4 times
coupled with lower customer deposits. Partially offsetting these declines was an improvement in
accounts receivable management as days sales outstanding decreased to 68 days at September 30,
2007, compared to 72 days in the prior year period.
The Company utilized an additional $714,000 of cash for investing activities for the three
months ended September 30, 2007 versus the prior year period, for additional acquisition related
payments $382,000, and net additions of $332,000 to property, plant and equipment and patents and
trademarks.
The Company maintains relationships with both foreign and domestic banks, which combined have
extended credit facilities to the Company totaling $61,640,000. As of September 30, 2007, the
Company had $33,288,000 outstanding under these credit facilities. During the quarter ended
September 30, 2007, the Company made long and short term debt payments totaling $3,852 which is
reflected in financing activities above.
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 credit agreement with LaSalle Bank
National Association.
At September 30, 2007 and June 30, 2007, the Company did not have any relationships with
unconsolidated entities or financial partnerships, such as entities often referred to as
17
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 Companys contractual obligations at September 30, 2007 and the
effect such obligations are expected to have on its liquidity and cash flow in future periods (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years Ending June 30, |
|
|
|
Total at |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 and |
|
|
|
30, 2007 |
|
|
2008 * |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
thereafter |
|
Contractual obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans payable |
|
$ |
2,611 |
|
|
$ |
2,611 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Capital lease obligations |
|
|
435 |
|
|
|
105 |
|
|
|
133 |
|
|
|
118 |
|
|
|
76 |
|
|
|
3 |
|
|
|
|
|
Long-term debt |
|
|
27,305 |
|
|
|
2,120 |
|
|
|
3,147 |
|
|
|
3,592 |
|
|
|
4,421 |
|
|
|
14,025 |
|
|
|
|
|
Non-cancelable operating lease
Obligations |
|
|
25,431 |
|
|
|
4,240 |
|
|
|
4,763 |
|
|
|
3,327 |
|
|
|
2,503 |
|
|
|
1,952 |
|
|
|
8,646 |
|
Purchase commitments (materials) |
|
|
11,747 |
|
|
|
11,528 |
|
|
|
219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension funding |
|
|
400 |
|
|
|
400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and integration payments |
|
|
1,712 |
|
|
|
1,591 |
|
|
|
121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense (1) |
|
|
6,545 |
|
|
|
1,468 |
|
|
|
1,721 |
|
|
|
1,517 |
|
|
|
1,275 |
|
|
|
564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual cash obligations |
|
$ |
76,186 |
|
|
$ |
24,063 |
|
|
$ |
10,104 |
|
|
$ |
8,554 |
|
|
$ |
8,275 |
|
|
$ |
16,544 |
|
|
$ |
8,646 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Includes only the remaining nine months of the fiscal year ending June 30, 2008. |
|
(1) |
|
the anticipated future interest payments are based on the Companys current
indebtedness and interest rates at September 30, 2007, with consideration given to debt reduction
as the result of expected payments. |
Impact of Inflation
The Companys 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 Companys Annual Report on Form 10-K for the
fiscal year ended June 30, 2007. There have been no material changes during the three months ended
September 30, 2007.
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 Commissions rules and forms.
The Companys management, with the participation of the Companys Chief Executive Officer and
Chief Financial Officer, evaluated the effectiveness of these disclosure controls and
18
procedures as
of the end of our fiscal quarter September 30, 2007, the period covered by this report. Based on
that evaluation, the Companys Chief Executive Officer and Chief Financial Officer have concluded
that the Companys disclosure controls and procedures are effective to achieve their stated
purpose. However, there is no assurance that the Companys disclosure controls and procedures will
operate effectively under all circumstances. No changes were made
to the Companys internal control over financial reporting during the fiscal quarter ended
September 30, 2007, that have materially affected, or are reasonably likely to materially effect,
the Companys internal control over financial reporting.
Part II: Other Information
ITEM 1A. Risk Factors
Information regarding risk factors is contained in Item 1A Risk Factors filed with the
Companys Report on Form 10-K for the fiscal year ended June 30, 2007. There have been no material
changes in the Companys risk factors from those disclosed in the Companys Annual Report on Form
10-K for the fiscal year ended June 30, 2007.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
There has been no activity under the Companys stock repurchase program for the quarter ended
September 30, 2007.
ITEM 6. 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). |
19
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/ John P. Jordan
|
|
|
|
John P. Jordan |
|
|
|
Vice President, Chief
Financial Officer and Treasurer |
|
|
Dated: November 14, 2007
20