FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[ Mark one ]
[ X ] Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For quarter ended December 31, 1994
OR
[ ] Transition Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission file number 1-9334
BALDWIN TECHNOLOGY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3258160
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
65 Rowayton Avenue, Rowayton, Connecticut 06853
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 203-838-7470
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days:
YES X . NO .
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, 1995
Class A Common Stock
$0.01 par value 15,976,230
Class B Common Stock
$0.01 par value 1,840,000
Total number of pages in this document 11
BALDWIN TECHNOLOGY COMPANY, INC.
INDEX
Page
Part I Financial Information
Consolidated Balance Sheet -
December 31, 1994 and June 30, 1994 1
Consolidated Statement of Income -
Three months and six months ended
December 31, 1994 and 1993 2
Consolidated Statement of Changes in
Shareholders' Equity - Six months
ended December 31, 1994 3
Consolidated Statement of Cash Flows -
Six months ended December 31, 1994 and 1993 4-5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7-10
Part II Other Information
Item 4 Submission of Matters to a Vote of
Security Holders 10
Item 6 Exhibits and Reports on Form 8-K 10
Signatures 11
PART I FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED BALANCE SHEET
(in thousands, except share data)
(Unaudited)
December 31, June 30,
1994 1994
ASSETS
CURRENT ASSETS:
Cash $ 9,806 $ 9,768
Short-term interest bearing securities 1,834 8,766
Accounts receivable trade, net of allowance for
doubtful accounts of $2,533 ($3,209 at June 30, 1994) 38,926 31,253
Notes receivable trade 13,159 12,411
Inventories 36,423 32,939
Prepaid expenses and other 7,635 8,263
Total current assets 107,783 103,400
MARKETABLE SECURITIES, at cost:
(Market $950; $1,190 at June 30, 1994) 801 918
PROPERTY, PLANT AND EQUIPMENT, at cost:
Land and buildings 2,318 2,284
Machinery and equipment 8,931 8,516
Furniture and fixtures 5,339 5,075
Leasehold improvement 1,738 1,615
Capital leases 7,506 7,295
25,832 24,785
Less: Accumulated depreciation and amortization 18,448 17,172
Net property, plant and equipment 7,384 7,613
PATENTS, TRADEMARKS AND ENGINEERING DRAWINGS at cost,
less accumulated amortization of $2,916 ($2,584 at
June 30, 1994) 5,307 6,123
GOODWILL, less accumulated amortization of $8,547
($7,579 at June 30, 1994) 60,421 60,584
OTHER ASSETS 8,917 8,578
TOTAL ASSETS $190,613 $187,216
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Loans payable $ 8,293 $ 5,891
Current portion of long-term debt 154 142
Accounts payable, trade 10,533 11,472
Notes payable, trade 9,859 11,079
Accrued salaries, commissions, bonus and profit-sharing 6,240 7,861
Customer deposits 6,221 4,139
Accrued and withheld taxes 1,650 1,742
Income taxes payable 2,870 4,374
Other accounts payable and accrued liabilities 12,086 11,602
Total current liabilities 57,906 58,302
LONG-TERM LIABILITIES:
Long-term debt 32,905 32,230
Other long-term liabilities 9,174 8,604
Total long-term liabilities 42,079 40,834
Total liabilities 99,985 99,136
SHAREHOLDERS' EQUITY:
Class A Common Stock, $.01 par, 45,000,000 shares
authorized, 16,011,586 shares issued
(16,010,706 at June 30, 1994) 160 160
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 54,901 54,837
Retained earnings 37,877 35,980
Cumulative translation adjustment (1,081) (1,900)
Less: Treasury stock, at cost:
Class A - 35,356 shares ( 21,756 at June 30, 1994)
Class B - 160,000 shares (135,000 at June 30, 1994) (1,249) (1,017)
Total shareholders' equity 90,628 88,080
COMMITMENTS ------ ------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $190,613 $187,216
The accompanying notes to consolidated financial statements
are an integral part of these statements.
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BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED STATEMENT OF INCOME
(in thousands of dollars except per share data)
(Unaudited)
For the three months For the six months
ended December 31, ended December 31,
1994 1993 1994 1993
Net sales $52,713 $45,446 $100,352 $ 91,858
Cost of goods sold 34,849 30,592 66,129 60,811
Gross Profit 17,864 14,854 34,223 31,047
Operating expenses:
General and administrative 5,663 5,462 11,082 10,657
Selling 5,243 4,439 10,003 9,163
Engineering 2,975 2,355 5,691 4,933
Research and development 1,504 1,409 2,843 2,839
15,385 13,665 29,619 27,592
Operating income 2,479 1,189 4,604 3,455
Other (income) expense
Interest expense 871 919 1,692 1,981
Interest (income) (209) (69) (322) (148)
Other (income) expense, net (307) (421) (560) (495)
355 429 810 1,338
Income before taxes 2,124 760 3,794 2,117
Provision for income taxes 1,062 395 1,897 1,122
Net income $ 1,062 $ 365 $ 1,897 $ 995
Net income per common and
common equivalent share $ 0.06 $ 0.02 $ 0.11 $ 0.06
Dividends declared
Per share - Class A
Per share - Class B
Weighted average number of
shares outstanding 18,002 18,072 17,959 18,017
The accompanying notes to consolidated financial statements
are an integral part of these statements.
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BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(in thousands, except share data)
(Unaudited)
Capital
Class A Class B Contributed Cumulative
Common Stock Common Stock in Excess Retained Translation Treasury Stock
Shares Amount Shares Amount of Par Earnings Adjustment Shares Amount
Balance at June 30, 1994 16,010,706 $160 2,000,000 $20 $54,837 $35,980 $(1,900) (156,756) $(1,017)
Net income for the six months 1,897
Stock options exercised 880 4
Purchase of treasury stock (53,600) (236)
Acquisition of treasury stock
in exchange for cancellation
of note receivable from former
officer (25,000) (171)
Issuance of common stock from
treasury to officer under
incentive compensation agreement 60 40,000 175
Translation adjustment 819
Balance at December 31, 1994 16,011,586 $160 2,000,000 $20 $54,901 $37,877 $(1,081) (195,356) $(1,249)
The accompanying notes to consolidated financial statements
are an integral part of these statements.
- - 3 -
BALDWIN TECHNOLOGY COMPANY, INC. CONSOLIDATED STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(in thousands)
(Unaudited)
For the six months
ended December 31,
1994 1993
Cash Flows from operating activities:
Income from continuing operations $ 1,897 $ 995
Adjustments to reconcile net income to net cash
provided by operating activities -
Depreciation and amortization 2,267 2,377
Accrued retirement pay 371 207
Provision for losses on accounts receivable 72 507
Changes in assets and liabilities net of
effects from subsidiary purchase -
Accounts and notes receivable, net (8,372) 5,732
Inventories (3,134) (2,399)
Prepaid expenses and other 518 (2,547)
Customer deposits 2,053 151
Accrued compensation (1,447) (1,314)
Accounts and notes payable, trade (2,094) (3,575)
Income taxes payable (1,451) 133
Accrued and withheld taxes (124) (273)
Other accounts payable and accrued liabilities 377 (806)
Interest payable 67 317
Net cash used by operating activities (9,000) (495)
Cash flows from investing activities:
Additions of property, net (723) (539)
Additions of patents, trademarks and drawings, net (181) (570)
Other assets 471 (1,576)
Net cash used by investing activities (433) (2,685)
Cash flows from financing activities:
Long-term borrowings 2,000 31,000
Long-term debt repayment (1,296) (32,238)
Short-term borrowings 2,558 10,707
Short-term debt repayment (324) (13,400)
Principal payments under capital lease
obligations (280) (432)
Other long-term liabilities 27 106
Treasury stock purchased (236)
Stock options exercised 4 29
Net cash provided (used) by financing activities 2,453 (4,228)
Effects of exchange rate changes 86 (334)
Net (decrease) increase in cash
and cash equivalents (6,894) (7,742)
Cash and cash equivalents at beginning of year 18,534 19,676
Cash and cash equivalents at end of period $11,640 $ 11,934
The accompanying notes to consolidated financial statements
are an integral part of these statements.
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BALDWIN TECHNOLOGY COMPANY, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Supplemental disclosures of cash flow information:
For the six months
ended December 31,
1994 1993
(in thousands)
Cash paid during the period for:
Interest $ 1,759 $ 1,664
Income taxes $ 3,401 $ 1,029
Supplemental schedule of non-cash investing and financing activities:
For the six months ended December 31, 1994:
The Company successfully defended a patent which, under the terms of
the patent purchase agreement with the patent's inventor, entitles the
Company to indemnification of a portion of the legal fees incurred to
defend the patent infringement. Accordingly, the Company reclassified
from patents to long term assets $693,000 of legal fees. These
previously capitalized patent costs will be realized as royalties
become payable to the patent's inventor. At December 31, 1994, other
assets included $628,000 of such costs.
In accordance with the terms of a note receivable from a former
officer, the Company canceled the note in exchange for the collateral
which consisted of 25,000 shares of the Company's Class B Common
Stock. The balance of the note together with interest receivable was
$171,000.
Under an incentive compensation agreement with an officer, the Company
issued from treasury 40,000 shares of Class A Common Stock for which
the accrued compensation was $235,000.
For the six months ended December 31, 1993:
There were no significant non-cash transactions for the six months
ended December 31, 1993.
Disclosure of accounting policy:
For purposes of the statement of cash flows, the Company considers all
highly liquid instruments 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 - General:
Baldwin Technology Company, Inc. (Baldwin, or the Company) is
engaged primarily in the development, manufacture and sale of material
handling, accessory, control and pre-press equipment for the printing
industry.
The consolidated financial statements include the accounts of
Baldwin and its subsidiaries and reflect all adjustments (consisting
of only normal recurring adjustments) which are, in the opinion of
management, necessary to present a fair statement of the results for
the interim periods. Operating results for the three month and six
month periods ended December 31, 1994 are not necessarily indicative
of the results that may be expected for the year ending June 30, 1995.
All significant intercompany transactions have been eliminated in
consolidation. Net income per share is based on the weighted average
number of common shares and common stock equivalents outstanding
during the period. For the three and six month periods ended December
31, 1994 and 1993, net income was divided by the total of the weighted
average number of common shares outstanding and common stock
equivalents, in order to calculate net income per share. Common stock
equivalents for the three month periods ended December 31, 1994 and
1993 consisted of 140,252 shares and 97,552 shares, respectively for
stock options. The weighted average number of common and common
equivalent shares outstanding for the three month periods ended
December 31, 1994 and 1993 were 18,001,699 and 18,072,362,
respectively. Common stock equivalents for the six month periods
ended December 31, 1994 and 1993 consisted of 122,718 shares and
42,782 shares, respectively for stock options. For the six month
periods ended December 31, 1994 and 1993 the weighted average number
of common and common equivalent shares were 17,958,722 and 18,017,013,
respectively. Common stock equivalents calculated for fully diluted
earnings per share were not materially different from those calculated
for primary.
Note 2 - Inventories:
Inventories consist of the following:
December 31, June 30,
1994 1994
Raw material $16,597,000 $ 13,991,000
In process 10,819,000 10,032,000
Finished goods 9,007,000 8,916,000
$36,423,000 $32,939,000
Inventories increased $350,000 due to the translation effects of
exchange fluctuations from June 30, 1994 to December 31, 1994.
Note 3 - Common Stock:
On November 17, 1994, five (5) eligible non-employee Directors of
the Company were automatically granted non-qualified options for a
total of 4,485 shares of Class A Common Stock and 515 shares of Class
B Common Stock under the Company's 1990 Directors' Stock Option Plan
at $5.00 and $6.25, respectively, the fair market values on the date
of grant. Restrictions, as described in the Company's 1991 Proxy
Statement, are similar to the 1986 Stock Option Plan, as amended, with
the exception of the dates of exercise, vesting and termination.
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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
significant factors which have affected the Company's financial
position and consolidated financial statements.
Six Months Ended December 31, 1994 vs. Six Months
Ended December 31, 1993.
Net sales for the six months ended December 31, 1994 increased by
$8,494,000 (9.3%) to $100,352,000 from $91,858,000 for the six months
ended December 31, 1993. Currency rate fluctuations attributable to
the Company's overseas operations increased net sales by $4,279,000
for the current period with product volume accounting for the
remainder of the change. In terms of local currency, sales changes
were mixed within the European Sector. Sales were up 1.6% in Germany,
up 9.6% in the United Kingdom and were down by 0.95% in Sweden. Local
currency Asian Sector sales declined 5.5%. In the Americas Sector,
net sales increased by 11.6%.
Gross profit for the six month period ended December 31, 1994 was
$34,223,000 (34.1% of net sales) as compared to $31,047,000 (33.8% of
net sales) for the six month period ended December 31, 1993, an
increase of $3,716,000 or 10.2%. Margins increased by $1,433,000 on
fluctuations in currency rates with the remainder due to increased
volume.
Selling, general and administrative expenses were $21,085,000
(21.0% of net sales) for the six month period ended December 31, 1994
as compared to $19,820,000 (21.6% of net sales) for the same period of
the prior year, an increase of $1,265,000 or 6.4% in these expenses of
which, $780,000 was due to currency rate fluctuations. Increased
selling expenses, related to sales volume increases and trade shows,
were primarily responsible for the increase in the current period.
Other operating expenses increased by $762,000 over the same period of
the prior year of which $458,000 was due to currency rate fluctuations
with the remaining increase primarily related to increased engineering
expenses for the design of new products.
Interest expense for the six month period ended December 31, 1994
was $1,692,000 as compared to $1,981,000 for the six month period
ended December 31, 1993. Decreased interest expense was primarily
related to lower interest rates due to the Company's fiscal 1994
second quarter debt refinancing. Currency rate fluctuations increased
interest expense by $47,000 for the current period. Interest income
was $322,000 and $148,000 for the six month periods ended December 31,
1994 and December 31, 1993, respectively. Other income increased
marginally on increased net royalty income and other income and
included foreign currency transaction gains of $57,000 and $354,000
for the six month periods ended December 31, 1994 and 1993,
respectively. The effects of currency rate fluctuations decreased
other income by $51,000 for the current period.
The Company's effective tax rate was 50% for the six month period
ended December 31, 1994, as compared to 53% for the six month period
ended December 31, 1993. The difference in effective rates results
primarily from increased domestic income. The effective rate reflects
the impact of foreign source income which is generally taxed at
significantly higher rates than domestic source income and foreign
source losses for which no tax loss carryback benefit is available.
Currency rate fluctuations increased the provision for income taxes by
$48,000 for the current period.
Net income for the six month period ended December 31, 1994
increased by $902,000 or 90.7% to $1,897,000 from $995,000 for the six
month period ended December 31, 1993, or to $0.11 from $0.06 per
share, respectively. Currency rate fluctuations increased net income
by $48,000 for the current period. Weighted average equivalent shares
outstanding during the six month periods ended December 31, 1994 and
December 31, 1993 were 17,958,722 and 18,017,013 respectively.
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Three Months Ended December 31, 1994 vs. Three Months
Ended December 31, 1993.
Net sales for the three months ended December 31, 1994 increased
by $7,267,000 (16.0%) to $52,713,000 from $45,446,000 for the three
months ended December 31, 1993. Currency rate fluctuations
attributable to the Company's overseas operations increased net sales
by $2,733,000 for the current period with product volume accounting
for the remainder of the increase. In terms of local currency, sales
changes were mixed within the European Sector. Sales were down 0.5%
in Germany, up 20.0% in the United Kingdom and down 5.1% in Sweden.
Local currency Asian Sector sales increased 9.2%. In the Americas
Sector, net sales increased 12.7% for the period.
Gross profit for the three month period ended December 31, 1994
was $17,864,000 (33.9% of net sales) as compared to $14,854,000 (32.7%
of net sales) for the three month period ended December 31, 1993, an
increase of $3,010,000 or 20.3%. Margins increased by $922,000 due to
currency rate fluctuations with the remainder due to increased volume.
Selling, general and administrative expenses were $10,906,000
(20.7% of net sales) for the three month period ended December 31,
1994 as compared to $9,901,000 (21.8% of net sales) for the same
period of the prior year, an increase of $1,005,000 or 10.2% in these
expenses. Currency rate fluctuations increased these expenses by
$498,000 in the current period. Increased selling expenses related to
sales volume increases and trade shows were primarily responsible for
the increase in the current period. Other operating expenses
increased by $715,000 or 19.0% over the same period of the prior year
of which $274,000 was due to currency rate fluctuations with the
remaining increase primarily related to increased engineering expenses
for the design of new products.
Interest expense for the three month period ended December 31,
1994 was $871,000 as compared to $919,000 for the three month period
ended December 31, 1993. Decreased interest expense was primarily
related to lower interest rates due to the Company's fiscal 1994
second quarter debt refinancing. Currency rate fluctuations increased
interest expense by $30,000 for the current period. Interest income
was $209,000 and $69,000 for the three month periods ended December
31, 1994 and December 31, 1993, respectively. Other income decreased
primarily due to foreign currency transaction losses versus gains of
($46,000) and $379,000 for the three month periods ended December 31,
1994 and 1993, respectively, which was partially offset by increased
net royalty and other income. Currency rate fluctuations decreased
other income by $31,000 for the period.
The Company's effective tax rate was 50% for the three month
period ended December 31, 1994, as compared to 52% for the three month
period ended December 31, 1993. The difference in effective rates
results primarily from increased domestic source income. The
effective rate reflects the impact of foreign source income which is
generally taxed at substantially higher rates than domestic source
income and foreign source losses for which no tax loss carryback
benefit is available. Currency rate fluctuations increased the
provision for income taxes by $34,000 for the current period.
Net income for the three month period ended December 31, 1994
increased by $697,000 or 191% to $1,062,000 from $365,000 for the
three month period ended December 31, 1993, or to $0.06 from $0.02 per
share, respectively. Currency rate fluctuations increased net income
by $34,000 for the current period. Weighted average equivalent shares
outstanding during the three month periods ended December 31, 1994 and
December 31, 1993 were 18,001,699 and 18,072,362, respectively.
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Liquidity and Capital Resources at December 31, 1994
Liquidity and Working Capital
On October 29, 1993, the Company completed the refinancing
of it's long-term debt with the issuance of $25,000,000 of 8.17%
senior notes (the "Senior Notes") due October 29, 2000. The Senior
Notes require the payment of interest only for the first three years
with equal annual principal repayments of $6,250,000 in each of years
four through seven. The proceeds of the Senior Notes along with
approximately $5,000,000 in available cash were used to retire all of
the Company's indebtedness under a Credit Agreement with a syndicate
of banks dated September 27, 1990.
In November, 1993, the Company entered into a three-year
$20,000,000 Revolving Credit Agreement (the "Revolver") with
NationsBank of North Carolina, as Agent. The Senior Notes and the
Revolver require the Company to maintain certain financial covenants
and have certain restrictions regarding the payment of dividends,
limiting them throughout the terms of the Senior Notes and the
Revolver to $3,000,000 plus 50% of the Company's net income after June
30, 1993. In addition, the Company was required to pledge certain of
the shares of it's domestic subsidiaries as collateral for both the
Senior Notes and the Revolver.
Both the Senior Notes and the Revolver require the Company
to maintain a ratio of current assets to current liabilities (as those
terms are defined in the agreements) of not less than 1.4 to 1. At
December 31, 1994, this ratio was 1.86 to 1.
Net cash used by investing activities decreased by
$2,252,000 from $2,685,000 at December 31, 1993 to $433,000 at
December 31, 1994. The December 31, 1993 amount was significantly
impacted by the capitalization of costs associated with the Company's
debt refinancing. The remainder of the decrease was due to reduction
of a long term note receivable, recognition of less prepaid tax in the
period and lower overall capital expenditures. Net cash provided by
financing activities increased by $6,681,000 to $2,453,000 at
December 31, 1994 as compared to net cash used by financing activities
of $4,228,000 at December 31, 1993 primarily due to the difference in
debt borrowing and repayment activity.
The Company's working capital increased from $40,182,000 at
December 31, 1993, to $49,877,000 at December 31, 1994, an increase of
$9,695,000 or 24.1%. Currency rate fluctuations increased working
capital by $3,168,000. The remainder of the increase was due
primarily to the effects of increases in trade accounts receivable,
due to both an increase in sales to direct customers in the Asia-
Pacific Sector and increased December sales overall, offset by
decreases in cash, short term securities and inventories. The
increase in current assets was partially offset by a net increase in
current liabilities which included increases in customer deposits and
loans payable offset by decreases in trade notes payable and other
accounts payable and accrued liabilities. The Company's working
capital increased by $4,779,000 or 10.6% from $45,098,000 at June 30,
1994 to $49,877,000 at December 31, 1994. Currency rate fluctuations
increased working capital by $330,000. The increase in working
capital was due to increases in both trade accounts and notes
receivable and inventories and was partially offset by a decrease in
short term interest bearing securities. Decreases in trade accounts
and notes payable, income taxes payable and accrued compensation were
offset by increases in loans payable and customer deposits.
The Company maintains relationships with foreign and
domestic banks which have extended credit facilities to the Company
totaling $34,737,000, including amounts available under the Revolver.
As of December 31, 1994, the Company had outstanding $12,658,000 under
these lines of credit, of which $4,365,000 is classified as long-term
debt. Total debt levels as reported on the balance sheet at December
31, 1994 are $151,000 higher then they would have been if June 30,
1994 exchange rates had been used.
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Net capital expenditures made to meet the normal business
needs of the Company for the six months ended December 31, 1994 and
December 31, 1993, including commitments for capital lease payments,
were $904,000 and $1,109,000, respectively.
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.
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.
BALDWIN TECHNOLOGY COMPANY, INC.
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 17, 1994.
(c) A brief description of matters voted upon and the
results of the voting follows:
Proposal 1 - To elect three Class I Directors to serve for
three-year terms or until their 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
Judith A. Booth 13,055,912 237,315
Wendell M. Smith 13,086,111 207,116
Samuel B. Fortenbaugh III 13,086,579 206,648
Class A & B
Wendell M. Smith 29,743,701 207,116
Samuel B. Fortenbaugh III 29,744,169 206,648
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K. There were no reports on Form 8-K
filed for the three months ended December 31, 1994.
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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\ William J. Lauricella
Treasurer and
Chief Financial Officer
Dated: February 08, 1995
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