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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, 2006
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
(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)
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BALDWIN TECHNOLOGY PROFIT SHARING AND SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Page(s)
Report of Independent Registered Public Accounting Firm 1
Financial Statements:
Statements of Net Assets Available for Benefits at
December 31, 2006 and 2005 2
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2006 3
Notes to Financial Statements 4-9
Supplemental Schedule: *
Schedule H, Line 4i - Schedule of Assets
(Held at End of Year) at December 31, 2006 10
Signatures 11
EXHIBIT #1 - Consent of Independent Registered Public Accounting Firm 12
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* 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 Advisory Committee of the
Baldwin Technology Profit Sharing and Savings Plan
Shelton, Connecticut
We have audited the accompanying statements of net assets available for benefits
of Baldwin Technology Profit Sharing and Savings Plan (the "Plan") as of
December 31, 2006 and 2005, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2006. 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 audits.
We conducted our audits in accordance with the 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
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Baldwin
Technology Profit Sharing and Savings Plan as of December 31, 2006 and 2005, and
the changes in net assets available for benefits for the year ended December 31,
2006, in conformity with accounting principles generally accepted in the United
States of America.
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, 2006, 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.
As discussed in Note 1, the Plan adopted Financial Accounting Standards Board
Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive
Investment Contracts Held by Certain Investment Companies Subject to the AICPA
Investment Company Guide and Defined -- Contribution Health and Welfare and
Pension Plans, as of December 31, 2006.
/s/ McGladrey & Pullen, LLP
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McGladrey & Pullen, LLP
Stamford, Connecticut
June 29, 2007
1
Baldwin Technology Profit Sharing and Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2006 December 31, 2005
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Assets:
Investments, participant directed
at fair value $ 10,019,570 $ 9,995,699
Participant loans 131,595 160,664
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10,151,165 10,156,363
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Receivables:
Employer's contribution 40,642 36,075
Participants' contributions 12,693 9,061
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Total receivables 53,335 45,136
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Net assets available for benefits
at fair value $ 10,204,500 $ 10,201,499
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Adjustment from fair value to contract value for investments in common
collective trust funds related to fully benefit-responsive
investment contracts (Note 1) 20,082 21,812
----------------- -----------------
Net assets available for benefits $ 10,224,582 $ 10,223,311
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The accompanying notes are an integral part of these financial statements.
1
Baldwin Technology Profit Sharing and Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended
December 31, 2006
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Additions:
Participants' contributions $ 418,468
Employers' contributions 196,983
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615,451
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Investment income:
Interest 9,231
Dividends 414,765
Net appreciation in fair value of investments 653,283
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Total investment income 1,077,279
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Total additions 1,692,730
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Deductions:
Benefits paid to participants 1,690,611
Administrative expenses 848
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Total deductions 1,691,459
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Net increase 1,271
Net assets available for benefits:
Beginning of year 10,223,311
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End of year $ 10,224,582
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The accompanying notes are an integral part of these financial statements.
2
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
Plan sponsors were required to amend their plans to comply with certain
provisions of the Final Regulations under Code Sections 401(k) and 401(m) of the
Internal Revenue Code of 1986, as amended (the "Code") with respect to Plan
Years beginning after December 31, 2005. The Baldwin Plan was amended on January
1, 2006 to conform to the Final 401(k) Regulations as required by the Code.
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, 2006 was
$15,000. 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 $5,000 for the year ended December 31,
2006.
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 sixteen 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.
3
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 greater than $1,000 but less than $5,000 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, shall be paid as a direct rollover to an
individual retirement plan designated by the Plan Administrator. 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 9.25%, which are commensurate with local prevailing rates as determined
periodically by the Plan Administrator.
4
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
$5,803 and $12,582 at December 31, 2006 and 2005, respectively. During the plan
year ending December 31, 2006, the Company utilized $7,020 in accumulated
forfeitures to reduce the Company contributions.
New accounting pronouncements
As of December 31, 2006, the Plan adopted Financial Accounting Standards Board
(FASB) Staff Position FSP AAG INV-1 and Statement of Position No. 94-4-1,
Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain
Investment Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans (the FSP). The FSP
requires the Statement of Net Assets Available for Benefits to present the fair
value of the Plan's investments as well as the adjustment from fair value to
contract value for the fully benefit-responsive investment contracts held by the
common collective trust funds. The Statement of Changes in Net Assets Available
for Benefits is prepared on a contract value basis for the fully
benefit-responsive investment contracts held by common collective trusts. The
FSP was applied retroactively to the prior period presented on the Statement of
Net Assets Available for Benefits as of December 31, 2005.
In September 2006, the FASB issued Statement on Financial Accounting Standards
No. 157 (SFAS 157), Fair Value Measurements. SFAS 157 establishes a single
authoritative definition of fair value, sets out a framework for measuring fair
value and requires additional disclosures about fair value measurement. SFAS 157
is effective for financial statements issued for fiscal years beginning after
November 15, 2007. The Company does not believe the adoption of SFAS 157 will
have a material impact on the financial statements.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of
accounting.
Investment Valuation
Investments in registered investment companies are valued at published market
prices, which represent the net asset value of shares held by the Plan at
year-end.
The fair value of participation units in the MFS Fixed Fund (a common collective
trust) are valued at a unit price as determined by the portfolio's sponsor based
on fair value of the underlying assets held by the portfolio. The participation
units in the MFS Fixed Fund are also stated at contract value, which is equal to
the principal balance plus accrued interest.
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, 2006 and 2005 amounted to $24,692 and $24,207,
respectively.
Participant loans are valued at cost, which approximates fair value.
5
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, 2006 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.
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, 2006, $14,703 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
6
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, 2006 were $848. In addition, the Company
pays certain costs on behalf of the Plan.
At December 31, 2006 and 2005, the Plan held 97,747 and 126,973 shares,
respectively, of Baldwin Technology Company, Inc. Class A Common Stock with a
fair value of $488,735 and $514,241, respectively.
NOTE 4 - INVESTMENTS
The following investments represented 5 percent or more of the Plan's net
assets at either December 31, 2006 or 2005:
December 31,
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2006 2005
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MFS Institutional Fixed Fund $ 1,240,525 $ 1,501,637
MFS Total Return Fund $ 1,426,200 $ 1,260,328
MFS Massachusetts Investors Trust $ 1,652,444 $ 1,477,558
MFS Emerging Growth Fund $ 1,637,479 $ 1,580,392
MFS Global Equity Fund $ 1,508,988 $ 998,904
Neuberger Berman Genesis Advisor Fund -- $ 940,742
Van Kampen Emerging Growth Fund -- $ 518,268
PIMCO Total Return Fund -- $ 525,234
Baldwin Stock Fund $ 513,429 $ 538,448
During the year ended December 31, 2006, the Plan's investments (including gains
and losses on investments sold during the year) appreciated in value by $653,283
as follows:
Year Ended
December 31, 2006
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Mutual Funds $ 538,454
Baldwin Stock Fund 114,829
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$ 653,283
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NOTE 5 - FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed the Company by a letter
dated April 23, 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
7
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.
NOTE 7 - RECONCILAITION BETWEEN FINACIAL STATEMENTS AND FORM 5500
A reconciliation of net assets available for benefits per the financial
statements at December 31, 2006 to Form 5500 follows:
Net assets available for benefits per
the financial statements $ 10,224,582
Adjustment between fair value and contract value related to
fully benefit- responsive investment contracts held by
common collective trust funds (20,082)
---------------
Net assets available for benefits per
Form 5500 $ 10,204,500
===============
A reconciliation of net investment income per the financial statements for the
year ended December 31, 2006 to Form 5500 follows:
Net investment income per the
financial statements $ 1,077,279
Adjustment between fair value and contract value related to
fully benefit- responsive investment contracts held by
common collective trust funds (20,082)
---------------
Net investment income per Form 5500 $ 1,057,197
===============
8
BALDWIN TECHNOLOGY
PROFIT SHARING AND SAVINGS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AT DECEMBER 31, 2006
Identity of Issue /
Description of Investment Current Value
--------------------------------------------------------------- --------------
*MFS Institutional Fixed Fund / Collective Investment Trust $ 1,240,525
*MFS Total Return Fund / Common Stock & Bonds 1,426,200
*MFS Massachusetts Investors Trust / Common Stock 1,652,444
*MFS Emerging Growth Fund / Common Stock 1,637,479
*MFS Global Equity Fund / Equities 1,508,988
PIMCO Total Return Fund / Bonds 427,720
Van Kampen Strategic Growth Fund / Common Stock 415,105
*Baldwin Stock Fund / Common Stock 513,429
*MFS Mid-Cap Growth Fund / Common Stock 151,870
Munder Index 500 Fund / Common Stock 123,125
Neuberger Berman Genesis Advisor Fund / Common Stock 369,202
Van Kampen Common Stock Fund / Common Stock 369,414
Conservative Allocation Fund / Common Stock 9,755
Moderate Allocation Fund / Common Stock 102,818
Growth Allocation Fund / Common Stock 13,324
Aggressive Growth Allocation Fund / Common Stock 58,171
*Participant loans (interest rates ranging from 5.00% to 9.25%) 131,595
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Total Assets (Held at End of Year) $ 10,151,165
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* These represent parties-in-interest investments.
Note: Cost omitted for participant-directed investments
9
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, 2007
/s/ John D. Lawlor
-----------------------------------
John D. Lawlor
Plan Administrator
Baldwin Americas Corporation
10