SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE PLAN YEAR ENDED DECEMBER 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________________to
COMMISSION FILE NUMBER 1-9334
BALDWIN TECHNOLOGY PROFIT SHARING AND SAVINGS PLAN
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(Full title of the plan)
C/O BALDWIN AMERICAS CORPORATION
2 TRAP FALLS ROAD, SUITE 402
SHELTON, CT 06484
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(Address of the plan)
BALDWIN TECHNOLOGY COMPANY, INC.
2 TRAP FALLS ROAD, SUITE 402
SHELTON, CT 06484
---------------------------------------------------------------
(Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office)
BALDWIN TECHNOLOGY PROFIT SHARING AND SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Page(s)
Report of Independent Registered Public Accounting Firm - 2004 1
Report of Independent Registered Public Accounting Firm - 2003 2
Financial Statements:
Statements of Net Assets Available for Benefits at
December 31, 2004 and 2003 3
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2004 4
Notes to Financial Statements 5-9
Supplemental Schedule: *
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) at December 31, 2004 10
Signatures 11
EXHIBIT #1 - Consent of Independent Registered Public Accounting Firm -
McGladrey & Pullen, LLP
EXHIBIT #2 - Consent of Independent Registered Public Accounting Firm -
PricewaterhouseCoopers LLP
* Other schedules required by 29 CFR 2520.103-10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have been omitted because they are either not
required or not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of the
Baldwin Technology Profit Sharing and Savings Plan
Shelton, Connecticut
We have audited the accompanying statement of net assets available for benefits
of the Baldwin Technology Profit Sharing and Savings Plan (the "Plan") as of
December 31, 2004, and the related statement of changes in net assets available
for benefits for the year ended December 31, 2004. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial status of the Baldwin Technology Profit
Sharing and Savings Plan as of December 31, 2004, and the changes in its
financial status for the year ended December 31, 2004, in conformity with U.S.
generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule of assets held for
investment purposes as of December 31, 2004 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the United States
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. This supplemental schedule is
the responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
McGladrey & Pullen, LLP
New Haven, Connecticut
June 22, 2005
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of
the Baldwin Technology Profit Sharing and Savings Plan ("the Plan"):
In our opinion, the accompanying statement of net assets available for benefits
at December 31, 2003, presents fairly, in all material respects, the net assets
available for benefits of the Baldwin Technology Profit Sharing and Savings Plan
("the Plan") at December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America. This financial statement is
the responsibility of the Plan's management; our responsibility is to express an
opinion on this financial statement based on our audit. We conducted our audit
of this statement in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Stamford, CT
June 28, 2004
2
Baldwin Technology Profit Sharing and Savings Plan
Statements of Net Assets Available for Benefits
December 31, December 31,
2004 2003
------------ ------------
Assets:
Investments, participant directed
at fair value $ 9,795,302 $ 9,668,364
Participant loans 148,086 93,557
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9,943,388 9,761,921
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Receivables:
Employer's contribution 39,321
Participants' contributions 6,175 12,327
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Total receivables 45,496 12,327
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Net assets available for benefits $ 9,988,884 $ 9,774,248
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The accompanying notes are an integral part of these financial statements.
3
Baldwin Technology Profit Sharing and Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended
December 31, 2004
-----------------
Additions:
Participants' contributions $ 482,760
Employers' contributions 121,816
-----------
604,576
-----------
Investment income:
Interest 9,265
Dividends 194,547
Net appreciation in fair value of investments 811,504
-----------
Total investment income 1,015,316
-----------
Total additions 1,619,892
-----------
Deductions:
Benefits paid to participants 1,404,786
Administrative expenses 470
-----------
Total deductions 1,405,256
-----------
Net increase 214,636
-----------
Net assets available for benefits:
Beginning of year 9,774,248
-----------
End of year $ 9,988,884
===========
The accompanying notes are an integral part of these financial statements.
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BALDWIN TECHNOLOGY
PROFIT SHARING AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN
The following brief description of the Baldwin Technology Profit Sharing and
Savings Plan (the "Plan" or the "Baldwin Plan") provides only general
information. Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
General
The Plan is a defined contribution plan subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"), as amended, and is
available to substantially all domestic employees of Baldwin Technology Company,
Inc. (the "Company").
Eligibility
All full time and part time employees of the Company are eligible to participate
on his/her first day of employment.
Plan Amendment
There were no amendments to the Plan for the year ended December 31, 2004.
Contributions
Each participant may elect to defer from 1% to 20% of their compensation, up to
the Annual Compensation Limit as defined by the Internal Revenue Code ("IRC"),
on both a tax-deferred and taxable basis into one or a combination of funds.
Pursuant to the Tax Reform Act of 1986 as amended, the maximum tax-deferred
contribution an employee may make for the year ended December 31, 2004 was
$13,000. Pursuant to the Economic Growth and Tax Relief Reconciliation Act of
2001 ("EGTRRA"), participants age 50 and over may make an additional
tax-deferred catch-up contribution of $3,000 for the year ended December 31,
2004.
Effective January 1, 2002, the Company began making matching contributions equal
to 100% of the participant's elective deferrals up to 3% of eligible
compensation, plus 50% of the participant's elective deferrals greater than 3%
of eligible compensation, but not more than 5% of eligible compensation ("Safe
Harbor Contributions") quarterly for each participant. The Company may also
contribute an amount as the Board of Directors, in its absolute discretion, may
determine (the "Discretionary Contributions"). Company cash contributions are
invested for each participant based upon the current election in effect at the
time the Company contribution is made.
Upon enrollment into the Plan, a participant may direct employee contributions
in 1% increments into any of fifteen investment options. Employer contributions
are allocated to the investments based on the participant's investment options
at the time of the employer contribution. Participant contributions are remitted
each week to the trustee, whereas Safe Harbor Contributions are remitted
quarterly and Discretionary Contributions, if any, are remitted annually.
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Vesting
Participants will, at all times, be fully vested in the fair value of their
contributions. Participants vest 100% immediately in the Company's Safe Harbor
Contributions, however, participants continue to become vested in employer
Discretionary Contributions, based upon their years of vesting service, as shown
below:
Full years of Percent
Vesting Service Vested
---------------------- -------
Less than 2 years 0%
2 but less than 3 years 20%
3 but less than 4 years 40%
4 but less than 5 years 60%
5 but less than 6 years 80%
6 or more years 100%
Employees who are age 55 or older, or who become disabled or die while employed
by the Company, are automatically 100% vested in the value of the Company
contributions credited to their accounts regardless of their years of service.
Withdrawals and Distributions
Participants may withdraw after-tax contributions from their account balance
while working and, in limited cases (as defined by the Plan's provisions) may
withdraw before-tax contributions. Distributions from the Plan at termination of
employment will be made in the form of a single lump-sum distribution consisting
of the cash value of the participant's interest in the fixed income funds,
mutual funds and stock funds. The amount of the distribution attributable to the
participant's Baldwin Stock Fund account shall be distributed in the form of
shares of the Company's Class A Common Stock. Notwithstanding the foregoing, a
participant may request to receive benefits in a form other than as above and
the Plan Administrator may make available an alternative form of distribution at
the Plan Administrator's sole discretion.
Upon a participant's termination of employment by reason of retirement, total
and permanent disability or death, the entire balance of the participant's
account, as valued on the day coinciding with or following the date of the
termination of employment will be paid to the participant, or in the case of
death, to the participant's designated beneficiary.
Upon termination of employment for reasons other than those set forth above, if
the vested balance is $5,000 or less and the participant has not requested a
distribution, the entire vested balance of the participant's account, as valued
on the day coinciding with or following the date of termination of employment,
may be paid to the participant or remain in the Plan at the Plan Administrator's
option. If the vested balance is greater than $5,000, the participant has the
option not to receive a distribution, and therefore, distributions will not be
made until requested by the participant.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000, up to a
maximum of $50,000 or 50% of their vested account balance, whichever is less,
and are subject to applicable Department of Labor and Internal Revenue Service
regulations. The loans are collateralized by the balance in the participant's
account and bear interest at rates of prime plus 1%, currently ranging from
5.00% to 10.50%, which are commensurate with local prevailing rates as
determined periodically by the Plan Administrator.
6
Forfeitures
Upon a participant's separation from service, amounts, which have not vested,
will be forfeited. Should a participant resume employment within 60 months of
termination, the amount of such forfeiture will be restored to his or her
account. Contributions and earnings thereon which have been forfeited will be
available as additional employer contributions. Accumulated forfeitures totaled
$6,389 and $60,016 at December 31, 2004 and 2003, respectively. During the plan
year ending December 31, 2004, the Company utilized $60,977 in accumulated
forfeitures to reduce the Company contributions.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of
accounting.
Investment Valuation
The Plan's investments are stated at fair market value, the last sales price of
the last business day of the year, as reported as of the close of regular
trading.
The Baldwin Stock Fund is a unitized fund, which invests solely in the Class A
Common Stock of Baldwin Technology Company, Inc. The fund retains a certain
amount of cash in order to complete a purchase or sale transaction on the same
day as the request is received from a participant. Excess cash is held in a
short-term money market fund within the Baldwin Stock Fund. Excess cash and cash
equivalents at December 31, 2004 and 2003 amounted to $17,257 and $19,219,
respectively.
Participant loans are valued at cost, which approximates fair value.
Investment Income
Dividends are recorded on the ex-dividend date. Interest and other income is
recorded as earned on the accrual basis.
Investment Transactions
Purchases and sales of securities are recorded on a trade-date basis. Realized
gains and losses on the sale of investments are calculated based upon the
difference between the net sale proceeds and the average cost of the fund
shares. Unrealized gains and losses (appreciation (depreciation) in fair value
of investments) on investments held by the Plan at December 31, 2004 are
calculated based upon the difference between the fair value as determined by
quoted market prices of investments held at the end of the year less their
average cost. The Plan presents in the statement of changes in net assets
available for benefits the net appreciation in fair value of its investments,
which consists of the realized gains or losses and the unrealized appreciation
(depreciation) on those investments.
Administration
The Plan is administered by The Advisory Committee (the "Committee"), which is
appointed by the Board of Directors of Baldwin Americas Corporation.
Administrative Expenses
All administrative expenses related to the Plan, are paid by the Company except
for various asset management fees, which are paid by each particular fund.
7
Use of Estimates
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities and changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
Benefit obligations to participants
Benefits are recorded when paid. Accordingly, benefits payable to terminated
employees are not deducted in arriving at net assets available for benefits. In
October 2002, the Company divested its former Baldwin Kansa business ("BKA"). As
a result, the plan made distributions either to the former employees of BKA or
to a plan established by the purchasers of BKA for the benefit of those
participants who were employees of BKA. As of December 31, 2004, $11,967 of the
Plan assets remained to be distributed, and will only be distributed when
instructed by the participants to do so. These participants may remain in the
Plan indefinitely as inactive participants.
Risks and Uncertainties
The Plan provides for various investment options in mutual funds that invest in
any combination of stocks, bonds, fixed income securities and other investment
securities. These investment securities are exposed to various risks, such as
interest rate, market and credit risks. Due to the level of risk and uncertainty
associated with certain investment securities, it is at least reasonably
possible that changes in the values of investment securities will occur in the
near term and that such changes could materially affect participants' account
balances and the amounts reported in the statements of net assets available for
benefits, and the statement of changes in net assets available for benefits.
NOTE 3 - RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by an affiliate of
MFS Retirement Services, Inc. ("MFS"). MFS is the administrative services
provider and record keeper, as defined by the Plan and therefore, these
transactions qualify as party in interest transactions. Fees paid by the Plan to
MFS during the year ended December 31, 2004 were $470. In addition, the Company
pays certain costs on behalf of the Plan.
At December 31, 2004 and 2003, the Plan held 130,498 and 164,448 shares
respectively, of the Baldwin Technology Company, Inc. Class A Common Stock with
a fair value of $391,494 and $378,230, respectively.
NOTE 4 - INVESTMENTS
The following investments represented 5 percent or more of the Plan's net assets
at either December 31, 2004 or 2003:
December 31,
-------------------------------
2004 2003
----------- -----------
MFS Institutional Fixed Fund $ 1,666,602 $ 1,701,114
MFS Total Return Fund $ 1,551,969 $ 1,791,335
MFS Massachusetts Investors Trust $ 1,525,596 $ 1,679,897
MFS Emerging Growth Fund $ 1,493,212 $ 1,409,292
MFS Global Equity Fund $ 933,815 $ 1,024,280
Neuberger Berman Genesis Advisor Fund $ 731,787 -
Van Kampen Emerging Growth Fund - $ 668,886
PIMCO Total Return Fund - $ 539,049
8
During the year ended December 31, 2004, the Plan's investments (including gains
and losses on investments sold during the year) appreciated in value by $811,503
as follows:
Year Ended
December 31, 2004
-----------------
Mutual Funds $ 696,225
Baldwin Stock Fund 115,279
-----------
$ 811,504
NOTE 5 - FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed the Company by a letter
dated April 2002, that the Plan and the related trust are designed in accordance
with applicable sections of the Internal Revenue Code ("IRC"). The Plan has been
amended since receiving the determination letter. However, the Plan
Administrator and the Plan's tax counsel believe that the Plan is designed and
is currently being operated in compliance with the applicable requirements of
the IRC.
NOTE 6 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Committee reserves the
right to terminate the Plan at any time, subject to the provisions of ERISA. In
the event the Plan is terminated, participants will become 100% vested in their
accounts, no new funds will be contributed and the Plan's assets will be
administered and distributed.
9
BALDWIN TECHNOLOGY
PROFIT SHARING AND SAVINGS PLAN
SHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AT DECEMBER 31, 2004
Identity Of Issue/
Description Of Investment Current Value
------------------------- -------------
*MFS Institutional Fixed Fund / Collective Investment Trust $ 1,666,602
*MFS Total Return Fund / Common Stock & Bonds 1,551,969
*MFS Massachusetts Investors Trust / Common Stock 1,525,596
*MFS Emerging Growth Fund / Common Stock 1,493,212
*MFS Global Equity Fund / Equities 933,815
PIMCO Total Return Fund / Bonds 395,254
Van Kampen Emerging Growth Fund / Common Stock 467,758
*Baldwin Stock Fund / Common Stock 408,751
*MFS Mid-Cap Growth Fund / Common Stock 154,422
Munder Index 500 Fund / Common Stock 105,303
Neuberger Berman Genesis Advisor Fund / Common Stock 731,787
Van Kampen Common Stock Fund / Common Stock 244,322
Conservative Allocation Fund / Common Stock 24,025
Moderate Allocation Fund / Common Stock 74,837
Growth Allocation Fund / Common Stock 17,649
*Participant loans (interest rates ranging from 5.00% to 10.50%) 148,086
-----------
Total Assets (Held at End of Year) $ 9,943,388
===========
*These represent parties-in-interest investments.
Note: Cost omitted for participant-directed investments
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
Baldwin Technology Profit Sharing and Savings Plan
June 29, 2005
/s/ John D. Lawlor
----------------------------------
John D. Lawlor, Plan Administrator
Baldwin Americas Corporation
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