SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
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 1-7708
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MARLTON TECHNOLOGIES, INC.
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(Exact name of issuer as specified in its charter)
New Jersey 22-1825970
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(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
2828 Charter Road Philadelphia PA 19154
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(Address of principal executive offices) City State Zip
Issuer's telephone number (215) 676-6900
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Former name, former address and former fiscal year, if changed
since last report.
Check whether the issuer (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 for 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
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by court
Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS: State the number of shares outstanding of
each of the issuer's classes of common equity as of the last practicable date:
7,445,001
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Transitional Small Business Disclosure Form (check one):
Yes No X
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MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands except share and per share data)
March 31, December 31,
ASSETS 2001 2000
-------- --------
Current:
Cash and cash equivalents $ 646 $ 749
Accounts receivable, net of allowance
of $703 and $836, respectively 20,041 20,891
Inventory 8,838 8,918
Prepaids and other current assets 2,744 3,314
Deferred income taxes 724 724
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Total current assets 32,993 34,596
Investment in affiliates 1,690 1,813
Property and equipment, net of accumulated
depreciation of $6,985 and $6,623, respectively 5,214 5,135
Rental assets, net of accumulated depreciation
of $2,582 and $2,417, respectively 2,040 2,088
Goodwill, net of accumulated amortization of $3,558
and $3,353, respectively 19,224 19,429
Other assets, net of accumulated amortization
of $1,235 and $1,196, respectively 587 766
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Total assets $ 61,748 $ 63,827
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 34 $ 56
Accounts payable 5,618 6,230
Accrued expenses and other current liabilities 11,423 12,940
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Total current liabilities 17,075 19,226
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Long-term liabilities:
Long-term debt, net of current portion 16,033 16,067
Other long-term liabilities - 289
Deferred income taxes 339 339
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Total long-term liabilities 16,372 16,695
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Total liabilities 33,447 35,921
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Commitments and contingencies
Stockholders' equity:
Preferred stock, $.10 par - shares authorized
10,000,000; no shares issued or outstanding - -
Common stock, $.10 par - shares authorized
50,000,000; 7,446,429 and 7,428,429 issued, respectively 745 743
Additional paid-in capital 30,553 30,544
Accumulated (deficit) (2,885) (3,269)
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28,413 28,018
Less cost of 5,000 treasury shares (112) (112)
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Total stockholders' equity 28,301 27,906
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Total liabilities and stockholders' equity $ 61,748 $ 63,827
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See notes to consolidated financial statements.
2
MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(In thousands except per share data)
For the three months ended
March 31, 2001 March 31, 2000
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Net sales $ 20,877 $ 25,052
Cost of sales 15,728 18,616
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Gross profit 5,149 6,436
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Selling expenses 2,590 2,925
Administrative and general expenses 1,532 2,109
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Operating profit 1,027 1,402
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Other income (expense):
Interest and other income 37 34
Interest expense (301) (278)
Income (loss) from investments in affiliates (123) 27
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Income before income taxes 640 1,185
Provision for income taxes 256 569
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Net income $ 384 $ 616
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Net income per common share:
Basic $ .05 $ .08
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Diluted $ .05 $ .08
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See notes to consolidated financial statements.
3
MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2001
(UNAUDITED)
(In thousands except share data)
Common Stock Additional Total
------------ Paid-in Accumulated Treasury Stockholders'
Shares Amount Capital Deficit Stock Equity
--------- ------ ---------- ----------- -------- -------------
Balance, December 31, 2000 7,428,429 $ 743 $ 30,544 $ (3,269) $ (112) $ 27,906
Issuance of shares under
compensation arrangements 18,000 2 9 - - 11
Net income for the three months
ended March 31, 2000 - - - 384 - 384
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Balance, March 31, 2001 7,446,429 $ 745 $ 30,553 $ (2,885) $ (112) $ 28,301
========= ===== ======== ======== ====== ========
See notes to consolidated financial statements.
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MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(In thousands)
For the three months ended
March 31, 2001 March 31, 2000
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Cash flows from operating activities:
Net income $ 384 $ 616
Adjustments to reconcile net income to cash
provided by (used in) operating activities:
Depreciation and amortization 794 684
Termination of employment agreements (544) -
Equity in (income) loss of affiliates 100 (50)
Other items 150 5
Change in operating assets and liabilities:
(Increase) decrease in accounts receivable, net 850 (1,386)
(Increase) decrease in inventory 80 (160)
(Increase) decrease in prepaid and other assets 570 (125)
(Decrease) in accounts payable, accrued
expenses and other current liabilities (1,856) (1,202)
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Net cash provided by (used in) operating activities 528 (1,618)
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Cash flows from investing activities:
Guaranteed payments to sellers (18) (65)
Capital expenditures (558) (528)
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Net cash used in investing activities (576) (593)
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Cash flows from financing activities:
Payments for loan origination fees - (395)
Borrowings from revolving credit facility - 3,840
Principal payments on long-term debt (55) (561)
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Net cash provided by (used in) financing activities (55) 2,884
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Increase (decrease) in cash and cash equivalents (103) 673
Cash and cash equivalents - beginning of period 749 836
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Cash and cash equivalents - end of period $ 646 $ 1,509
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Supplemental cash flow information:
Cash paid for interest $ 375 $ 235
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Cash paid for income taxes $ 3 $ 686
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Non-cash financing activity:
Stock options issued in connection with revolving credit facility $ - $ 100
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See notes to consolidated financial statements.
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MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION:
The consolidated financial statements included herein are unaudited and have
been prepared in accordance with generally accepted accounting principles for
interim financial reporting and Securities and Exchange Commission regulations.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. In the
opinion of management, the financial statements reflect all adjustments (of a
normal and recurring nature) which are necessary to present fairly the financial
position, results of operations and cash flows for the interim periods. These
financial statements should be read in conjunction with the Annual Report to
Shareholders and Form 10-K for the year ended December 31, 2000.
2. MAJOR CUSTOMERS:
During the first quarter of 2001, no customer accounted for over 10% of net
sales. During the first quarter of 2000, one customer accounted for 10% of
consolidated net sales.
3. PER SHARE DATA:
The following table sets forth the computation of basic and diluted net income
per common share (in thousands except per share data):
Three months ended
March 31, 2001 March 31, 2000
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Net income $ 384 $ 616
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Weighted average common
shares outstanding used to compute
basic net income per common share 7,441 7,354
Additional common shares to be issued
assuming the exercise of stock options,
net of shares assumed reacquired -- 323
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Total shares used to compute diluted
net income per common share 7,441 7,677
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Basic net income per share $ .05 $ .08
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Diluted net income per share $ .05 $ .08
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Options and warrants to purchase 2,175,064 and 814,000 shares of common stock
were outstanding at March 31, 2001 and 2000, respectively, but were excluded in
the computation of diluted income per common share because the option and
warrant exercise prices were greater than the average market price of the common
shares.
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4. INVENTORY:
Inventory, as of the respective dates, consists of the following (in thousands):
March 31, 2001 December 31, 2000
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Raw materials $ 525 $ 252
Work in process 3,633 4,718
Finished goods 4,680 3,948
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$8,838 $8,918
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5. EMPLOYMENT AGREEMENTS:
Certain employment agreements were mutually terminated on January 23, 2001,
which reduced administrative and general expenses by $544,000 in the first
quarter of 2001.
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ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Three months ended March 31, 2001 as compared with three months ended March 31,
2000
Sales
Three Months Ended
(in thousands)
March 31, 2001 March 31, 2000 % increase
-------------- -------------- ----------
Trade show exhibits group $ 16,608 $ 17,898 (7)%
Permanent/scenic displays group 4,269 7,154 (40)
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Total sales $ 20,877 $ 25,052 (17)%
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Total sales for the first quarter 2001 decreased $4.2 million, or 17%, below the
first quarter of 2000. Sales of trade show exhibits decreased $1.3 million, or
7%. This decrease was due in large part to lower sales of temporary business
theater exhibits previously produced at the Company's San Francisco area
operation. This manufacturing operation was relocated to the Company's San Diego
area facility during the fourth quarter of 2000. Certain of the Company's
Fortune 1000 clients have reduced their marketing trade show budgets as a result
of slower economic growth. Sales of permanent/scenic displays decreased $2.9
million, or 40%, principally attributable to lower store fixture sales and to a
decrease in scenic displays sales to a customer that became insolvent in the
second half of 2000.
Operating Profit
Operating Profit decreased to $1.0 million in the first quarter of 2001 from
$1.4 million in the first quarter of 2000 primarily as a result of lower sales
volume. The gross profit margin decreased to 24.7% of sales in the first quarter
of 2001 from 25.7% of sales in the same prior year period due in large part to
lower new exhibit construction volume, which yields higher gross profit margins
than other trade show exhibit sales such as on-site trade show services.
Selling expenses increased, as a percentage of net sales, to 12.4% in the first
quarter of 2001 from 11.7% in the comparable period of 2000 largely due to
certain relatively fixed selling expenses spread over lower sales volume.
Administrative and general expenses decreased to $1.5 million in the first
quarter of 2001 from $2.1 million in the first quarter of 2000. This decrease
was principally attributable to the mutual termination of certain employment
agreements, which reduced administrative expenses by approximately $0.5 million
as well as to cost reduction initiatives executed by management during the first
quarter of 2001.
Other Income/(Expense)
A loss of $123,000 from investment in affiliates was incurred in the first
quarter of 2001, due in large part to losses recorded for the Company's
investment in Sparks Europe.
Income Taxes
The provision for income taxes, as a percentage of pre-tax income, decreased to
40% in the first quarter of 2001 from 48% in the first quarter of 2000,
principally attributable to the effect of non-taxable income in the first
quarter of 2001 offset by non-deductible goodwill amortization.
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Net Income
Net income decreased to $384,000 ($.05 per fully diluted share) in the first
quarter of 2001 from $616,000 ($.08 per fully diluted share) in the first
quarter of 2000. Lower sales volume largely accounted for this decrease.
Backlog
The Company's backlog of orders at March 31, 2001 and March 31, 2000 was
approximately $18 million and $23.5 million, respectively. The decrease was
primarily due to lower orders received for store fixtures and from a
permanent/scenic display customer that became insolvent during the second half
of 2000.
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of 2001, the Company's working capital increased $0.5
million to $15.9 million at March 31, 2001 from $15.4 million at December 31,
2000. This increase was due in large part to a reduction in accounts payable and
accrued expenses, partially offset by a reduction in pre-paid expenses.
The Company had borrowings of $16 million at March 31, 2001 under its $25
million revolving credit facility.
OUTLOOK
The Company expects sales of trade show exhibits to be relatively unchanged and
sales of permanent/scenic displays to decrease in the last nine months of 2001
as compared with the same prior year period. In view of current economic
conditions, the trade show exhibit client base of Fortune 1000 companies is
expected to tightly manage their marketing budgets, which may impact the
Company's trade show exhibit sales and profit margins. Slower growth rates for
internet and technology-driven businesses in the Western Region have also
inhibited trade show exhibit sales growth. The Company continues to explore new
business development opportunities while pursuing operating efficiency
improvements and cost reduction initiatives.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. When used in this report, the
words "intends," "believes," "plans," "expects," "anticipates" and similar words
are used to identify these forward looking statements. In connection with the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995, there are certain important factors that could cause the Company's actual
results to differ materially from those included in such forward-looking
statements. Some of the important factors which could cause actual results to
differ materially from those projected include, but are not limited to: the
Company's ability to continue to identify and enter new markets and expand
existing business; continued availability of financing to provide additional
sources of funding for capital expenditure requirements and investments; the
effects of competition on products and pricing; growth and acceptance of new
product lines through the Company's sales and marketing programs; changes in
material prices from suppliers; changes in customers' financial condition;
ability to attract and retain competent employees; ability to add and retain
customers; changes in sales mix; ability to integrate and upgrade technology;
uncertainties regarding accidents or litigation which may arise; the financial
impact of facilities consolidations; and the effects of, and changes in the
economy, monetary and fiscal policies, laws and regulations, inflation and
monetary fluctuations as well as fluctuations in interest rates, both on a
national and international basis.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's revolving credit facility bears a floating rate of interest, based
on LIBOR rates, plus an applicable spread. The Company had borrowings of $16
million from its $25 million revolving credit facility at March 31, 2001.
Fluctuations in foreign currency exchange rates do not significantly affect the
Company's financial position and results of operations.
ENVIRONMENTAL
The Company believes it is in compliance with federal, state and local
provisions regulating discharge of materials into the environment or otherwise
relating to protection of the environment. The Company has not been identified
by federal or state authorities as a potentially responsible party for
environmental clean-ups at any of its sites.
LITIGATION
The Company from time to time is a defendant and counterclaimant in various
lawsuits that arise out of, and are incidental to, the conduct of its business.
The resolution of pending legal matters should not have a material effect on the
financial position of the Company.
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PART II - OTHER INFORMATION
Responses to Items one through six are omitted since these items are either
inapplicable or the response thereto would be negative.
SIGNATURES
In accordance with 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.
MARLTON TECHNOLOGIES, INC.
/s/ Robert B. Ginsburg
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Robert B. Ginsburg
President and Chief Executive Officer
/s/ Stephen P. Rolf
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Stephen P. Rolf
Chief Financial Officer
Dated: May 14, 2001
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