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 June 30, 2002
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)
Pennsylvania 22-1825970
------------------------------- ----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2828 Charter Road Philadelphia PA 19154
---------------------------------------- ---------------------- ----------------- --------------
(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:
12,988,499
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 data)
June 30, December 31,
ASSETS 2002 2001
------------- --------------
Current:
Cash and cash equivalents $ 130 $ 1,233
Accounts receivable, net of allowance
of $357 and $836, respectively 12,633 10,646
Inventory 6,261 6,598
Prepaids and other current assets 1,369 1,247
Deferred income taxes 779 779
--------- ----------
Total current assets 21,172 20,503
Investment in affiliates 259 1,415
Deferred income taxes 3,796 487
Property and equipment, net of accumulated
depreciation of $8,719 and $7,976, respectively 4,342 4,847
Rental assets, net of accumulated depreciation
of $3,011 and $2,765, respectively 2,496 2,422
Goodwill, net of accumulated amortization of $4,183
at December 31, 2001 2,714 18,599
Other assets, net of accumulated amortization
of $1,248 and $1,063, respectively 257 392
Notes receivable 561 777
--------- ----------
Total assets $ 35,597 $ 49,442
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 77 $ 124
Accounts payable 5,976 3,879
Accrued expenses and other 9,187 9,628
--------- ----------
Total current liabilities 15,240 13,631
--------- ----------
Long-term debt, net of current portion 4,804 6,635
Other long-term liabilities -- --
Deferred income taxes -- --
--------- ----------
Total liabilities 20,044 20,266
Commitments and contingencies -- --
Stockholders' equity:
Preferred stock, $.10 par - shares authorized
10,000,000; no shares issued or outstanding -- --
Common stock, no par value - shares authorized 50,000,000;
12,993,499 issued at March 31, 2002 and December 31, 2001 1,299 1,299
Stock warrants 742 742
Additional paid-in capital 31,652 31,652
Accumulated deficit (18,028) (4,405)
--------- ----------
15,665 29,288
Less cost of 5,000 treasury shares (112) (112)
--------- ----------
Total stockholders' equity 15,553 29,176
--------- ----------
Total liabilities and stockholders' equity $ 35,597 $ 49,442
========= ==========
The accompanying notes and the notes in the financial statements included in the Registrant's
Annual Report on Form 10-K are an integral part of these financial statements.
2
MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands except per share data)
For the three months ended For the six months ended
---------------------------- ----------------------------
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------- ------------- ------------- -------------
Sales $ 21,419 $ 22,150 $ 38,214 $ 43,027
Cost of sales 17,090 16,978 29,722 32,706
-------- -------- -------- --------
Gross profit 4,329 5,172 8,492 10,321
Selling 2,187 2,694 4,378 5,284
Administrative and general 1,969 2,046 3,721 3,578
-------- -------- -------- --------
Operating profit 173 432 393 1,459
Other income (expense):
Interest income and other income 64 34 93 71
Interest expense (162) (336) (277) (637)
Loss from investments in affiliates -- 43 (1,156) (80)
-------- -------- -------- --------
Income (loss) before income taxes and change in accounting principle 75 173 (947) 813
Provision for income taxes 30 69 291 325
-------- -------- -------- --------
Net income (loss) before change in accounting principle 45 104 (1,238) 488
Cumulative effect of change in accounting principle, net of tax benefit -- -- (12,385) --
-------- -------- -------- --------
Net income (loss) $ 45 $ 104 $(13,623) $ 488
======== ======== ======== ========
Income (loss) per common share before change in accounting principle:
Basic -- $ 0.01 (0.10) $ 0.07
======== ======== ======== ========
Diluted -- $ 0.01 (0.10) $ 0.07
======== ======== ======== ========
Income (loss) per common share after change in accounting principle:
Basic -- $ 0.01 (1.05) $ 0.07
======== ======== ======== ========
Diluted -- $ 0.01 (1.05) $ 0.07
======== ======== ======== ========
The accompanying notes and the notes in the financial statements included in the Registrant's
Annual report on Form 10-K are an integral part of these financial statements.
3
MARLTON TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
For the six months ended June 30,
----------------------------------
2002 2001
----------- ------------
Cash flows from operating activities:
Net income $(13,623) $ 488
Adjustments to reconcile net income to cash
provided by (used in) operating activities:
Depreciation and amortization 1,174 1,529
Loss from investment in affiliates 1,156 80
Cumulative effect of change in accounting principle 12,385 --
Non-cash compensation and other operating items 191 (68)
Change in assets and liabilities:
(Increase) decrease in accounts receivable, net (1,987) 2,743
Decrease in inventory 337 1,504
(Increase) decrease in prepaid and other assets (122) 857
Decrease in notes receivable 216 --
Increase (decrease) in accounts payable, accrued
expenses and other 1,656 (4,575)
--------- --------
Net cash provided by (used in) operating activities 1,383 2,558
--------- --------
Cash flows from investing activities:
Guaranteed payments to sellers -- (18)
Capital expenditures (558) (960)
--------- --------
Net cash used in investing activities (558) (978)
--------- --------
Cash flows from financing activities:
Principal payments on revolving credit facility (1,800) (1,055)
Payments for loan origination fees (50) (60)
Payments for promissory note (78) --
--------- --------
Net cash (used in) provided by financing activities (1,928) (60)
--------- --------
Increase/(decrease) in cash and cash equivalents (1,103) 1,520
Cash and cash equivalents - beginning of period 1,233 749
--------- --------
Cash and cash equivalents - end of period $ 130 $ 2,269
========= ========
The accompanying notes and the notes in the financial statements included in the Registrant's
Annual Report on Form 10-K are an integral part of these financial statements.
4
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. Operating results for the quarter are not necessarily indicative of the
results that may be expected for the full year or for future 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, 2001.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results may differ from those estimates.
2. EXCLUSIVE SUBCONTRACTOR ARRANGEMENT:
The Company's San Diego trade show exhibit subsidiary, Sparks Exhibits and
Environments, Ltd., entered into an interim operating agreement on July 15, 2002
to manufacture and service trade show exhibit projects as the exclusive
subcontractor for Exhibitron, Inc., a San Diego area trade show exhibit company
currently in Chapter 11 proceedings. Exhibitron specializes in the design and
sale of trade show exhibits in a wide range of industries including electronic
games, communications and entertainment, and had sales of approximately
$6,000,000 in 2001. Under this interim operating agreement, Sparks will fulfill
Exhibitron's production needs, and Exhibitron will continue as a sales and
design entity. Sparks also has had discussions regarding the acquisition of
Exhibitron's assets as part of Exhibitron's plan of reorganization, but any
acquisition would be subject to future mutual agreement and approval through the
Exhibitron bankruptcy proceedings.
3. MAJOR CUSTOMERS:
During the second quarter and first six months of 2002, one customer accounted
for 27% and 22%, respectively, of the Company's total net sales. During the
second quarter and first six months of 2001, no customer accounted for over 10%
of the Company's total net sales.
5
4. 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 Six months ended
----------------------- -----------------------
June 30, June 30, June 30, June 30,
--------- --------- --------- ---------
2002 2001 2002 2001
---- ---- ---- ----
Net income (loss) before change in accounting
principle $ 45 $ 104 $ (1,238) $ 488
======= ======= ======== ======
Net income (loss) after change in accounting
principle $ 45 $ 104 $(13,623) $ 488
======= ======= ======== ======
Weighted average common
shares outstanding used to compute
basic net income per common share 12,988 7,499 12,988 7,470
Additional common shares to be issued
assuming the exercise of stock options,
net of shares assumed reacquired 44 -- -- --
------- ------- -------- ------
Total shares used to compute diluted
net income per common share 13,032 7,499 12,988 7,470
======= ======= ======== ======
Before change in accounting principle:
Basic net income (loss) per share $.00 $.01 $ (.10) $.07
==== ==== ====== ====
Diluted net income (loss) per share $.00 $.01 $ (.10) $.07
==== ==== ====== ====
After change in accounting principle:
Basic net income (loss) per share $.00 $.01 $(1.05) $.07
==== ==== ====== ====
Diluted net income (loss) per share $.00 $.01 $(1.05) $.07
==== ==== ====== ====
The increase in the weighted average number of common shares outstanding was
principally attributable to an investment transaction on November 20, 2001
whereby the Company issued 5,300,000 shares of its common stock for an aggregate
of $2,650,000.
Excluded in the computation of diluted income per common share were options and
warrants to purchase 534,000 and 2,113,000 shares of common stock, which were
outstanding at June 30, 2002 and 2001, respectively, because the option and
warrant exercise prices were greater than the average market price of the common
shares.
5. INVENTORIES:
Inventories, as of the respective dates, consists of the following (in
thousands):
June 30, 2002 December 31, 2001
------------- -----------------
Raw materials $ 408 $ 395
Work in process 3,671 3,636
Finished goods 2,182 2,567
------ ------
$6,261 $6,598
====== ======
6
6. 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.
7. INVESTMENTS IN AFFILIATES:
The Company recorded an impairment loss of $1.2 million for its investment in a
portable trade show exhibit manufacturer in the first quarter of 2002. No income
tax benefit was recorded in connection with this capital loss.
During the first quarter of 2002 the Company also recorded a valuation allowance
of $191,000 against a deferred tax asset associated with a capital loss, which
resulted from the write-off of an investment in an affiliate located in the
United Kingdom. Management has concluded that the Company will most likely not
be able to generate capital gains in the next two years that would be sufficient
to realize the tax benefit from this capital loss.
8. ACCOUNTING CHANGE (ADOPTION OF SFAS NO. 142)
Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" (SFAS 142), which
eliminates amortization of these assets and requires annual testing for
impairment. The Company's reporting units for purposes of applying the
provisions of SFAS 142 are the DMS Store Fixtures business ("DMS") and the
Sparks Exhibits & Environments businesses ("Sparks"). SFAS 142 requires a
comparison of the reporting unit's fair value, which is determined based on
discounted cash flows, to its carrying value to determine potential impairment.
If the fair value is less than the carrying value, an impairment loss is
recognized.
7
The following table reconciles net income and net income per share for the first
six months of 2002 and 2001 adjusted for SFAS 142:
June 30, June 30,
-------- --------
2002 2001
-------- --------
(In thousands except per share amounts)
Net income (loss) before change in accounting principle $ (1,238) $ 488
Add back: goodwill amortization, net of tax of $100 -- 354
-------- -------
Adjusted net income (loss) before change in accounting principle $ (1,238) $ 842
Cumulative effect of change in accounting principle, net of tax of $3,500 (12,385) --
-------- -------
Adjusted net income (loss) $(13,623) $ 842
======== =======
Net income per share:
Basic net income (loss) per share before change in accounting principle $(.10) $.07
Add back: goodwill amortization, net of tax -- .04
----- -------
Adjusted basic net income (loss) per share before accounting change $(.10) $.11
Cumulative effect of change in accounting principle, net of tax (.95) --
----- ----
Adjusted basic net income (loss) per share $(1.05) $.11
======= ====
Diluted net income (loss) per share before change in accounting principle $(.10) $.07
Add back: goodwill amortization, net of tax -- .04
----- ----
Adjusted diluted net income (loss) per share before accounting change $(.10) $.11
Cumulative effect of accounting change, net of tax (.95) --
----- ----
Adjusted diluted net income (loss) per share $(1.05) $.08
====== ====
Changes in the carrying amount of goodwill for the recognized in 2002 are as
follows:
DMS Sparks Total
----- ------ -----
Balance at December 31, 2001 $ 15,885 $ 2,714 $ 18,599
Impairment write-down in the first quarter 2002 (15,885) -- (15,885)
-------- ------- --------
Balance at June 30, 2002 -- $ 2,714 $ 2,714
-------- ======= =======
The tax effect of the accounting change is approximately $3.5 million after
giving effect to the portion of the goodwill that was not deductible for tax
reporting purposes. The Company has recognized non-current deferred tax assets
of approximately $3.8 million that primarily reflect the tax effect of the
impairment of the Company's goodwill. The amount of the deferred tax asset
considered realizable could be reduced if the Company does not generate taxable
income in the future.
8
9. RECENTLY ISSUED ACCOUNTING STANDARDS
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
disposal of Long-lived Assets" (SFAS 144). SFAS 144, which addresses financial
accounting and reporting for the impairment of long-lived assets and for
long-lived assets to be disposed of, supersedes SFAS No. 121 and is effective
for fiscal years beginning after December 15, 2001. The Adoption of SFAS 144 did
not have a material impact on the Company's financial position or results of
operations.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statement No.,
4, 44 and 64 Amendment of SFAS 13 and Technical Connections" (SFAS 145). SFAS
145 rescinds SFAS 4, "Reporting Gains and Losses from Extinguishment of Debt"
and the amendment to SFAS 4, SFAS 64 "Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements". Through this rescission, SFAS 145 eliminates the
requirement (in both SFAS 4 and SFAS 64) that gains and losses from the
extinguishments of debt be aggregated and, if material, classified as an
extraordinary item, net of the related income tax effect. The adoption of SFAS
145 is not expected to have a material effect on the Company's financial
position or results of operations.
9
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
For the three and six month periods ended June 30, 2002 and 2001.
Sales
Three Months Ended
(In thousands)
------------------------------------
June 30, 2002 June 30, 2001 % Increase
------------- ------------- ----------
Trade show exhibits group $12,873 $ 15,190 (15.3)%
Permanent and scenic displays group 8,546 6,960 22.8
------- -------- ----
Total sales $21,419 $ 22,150 (3.3)%
======= ======== ====
Six Months Ended
(In thousands)
------------------------------------
June 30, 2002 June 30, 2001 % Increase
------------- ------------- ----------
Trade show exhibits group $25,338 $ 31,798 (20.3)%
Permanent and scenic displays group 12,876 11,229 14.7
------- -------- ----
Total sales $38,214 $ 43,027 (11.2)%
======= ======== ====
Total net sales of $21.4 million for the second quarter of 2002 decreased 3.3%
below the second quarter of 2001, and total net sales $38.2 million for the
first six months of 2002 decreased 11.2% from the same prior year period. These
decreases were attributable to lower sales of trade show exhibits and related
services, which decreased 15.3% below comparable sales for the second quarter of
2001 and 20.3% from the prior year first six month results. Lower sales of trade
show exhibits were largely the result of reductions in many customers' trade
show marketing budgets in response to a slower economy. The loss of a trade show
exhibit client also accounted for approximately one third of the decrease. Sales
of permanent and scenic displays for the second quarter and six-month periods of
2002 increased 22.8% and 14.7%, respectively, over the comparable periods of
2001. These sales increases were principally attributable to higher sales of
store fixtures.
Operating Profit
Gross profit, as a percentage of net sales, decreased to 20.2% in the second
quarter and to 22.2% for the first six months of 2002 from 23.3% and 24% in the
respective prior year periods. These decreases were due in large part to higher
sales of store fixtures, which yield lower gross profit percentages than the
Company's other products and services. Cost reduction initiatives, including
production facility consolidation, mitigated the impact of lower sales volume
for the Company's trade show exhibits.
Selling expenses were reduced to 10.2% of net sales in the second quarter and to
11.5% for the first six months of 2002 from 12.1% and 12.2% in the same periods
of 2001. These reductions were principally attributable to higher store fixture
sales, which are subject to lower selling expenses, as a percentage of net
sales, than the Company's trade show exhibits. The Company also reduced its
discretionary marketing expenses in 2002.
Administrative and general expenses of $2 million were essentially unchanged in
the second quarter of 2002 as compared with the second quarter of 2001 and
increased to $3.7 million in the first half of 2002 from $3.6 million for the
same prior year period. A write down of $200,000 for a note receivable was
recorded in the second quarter of 2002. Excluding this write down, the second
10
quarter decrease in administrative and general expenses was principally
attributable to staff reductions. Certain employment agreements were mutually
terminated in the first quarter of 2001, which reduced administrative and
general expenses, by $544,000 in the prior year first quarter. This prior year
expense decrease was matched with staff and cost reductions in 2002, which led
to relatively flat overall administrative and general expenses. Management is
taking further cost reduction actions in the third quarter of 2002, including
shortened workweek time schedules, to mitigate the impact of lower sales volume.
Operating profit decreased to $0.2 million in the second quarter of 2002 from
$0.4 million in the second quarter of 2001 and to $0.4 million for the first six
months of 2002 from $1.5 million in the same prior year period. The second
quarter decrease was primarily due to a lower gross profit percentage in 2002
resulting from the higher sales mix of store fixtures, and the decrease for the
six month period was largely due to lower sales in the first quarter of 2002 as
compared with 2001.
Other Income/(Expense)
Interest expense was reduced to $162,000 and to $277,000 in the second quarter
and first six months of 2002, respectively, from $336,000 and $637,000 in the
comparable 2001 periods. These reductions were principally attributable to
significantly lower borrowings under the Company's revolving credit facility and
to lower interest rates.
A loss of $1.2 million from investments in affiliates was recorded in the first
quarter of 2002 to write-down the Company's investment in a portable trade show
exhibit manufacturer.
Net Income/(Loss) Before Change in Accounting Principle
Net income of $45,000 before change in accounting principle for the second
quarter of 2002 decreased $59,000 from the same prior year period. Lower
operating profit was largely offset by lower interest expense in the second
quarter of 2002 as compared with 2001 results. For the first six months of 2002,
a net loss before change in accounting principle of $1.2 million was incurred in
2002 as compared with net income of $0.5 million reported for the same prior
year period. This decrease was largely the result of the $1.2 million loss from
investment in affiliates recognized in the first quarter of 2002 and lower sales
in the first quarter of 2002.
Provision for Income Taxes
The Company's effective income tax rate was approximately 40% for the second
quarter of 2002 and 2001. The Company did not recognize an income tax benefit
from the $1.2 million write down of investments in affiliates recorded in the
first quarter of 2002 because this capital loss is not expected to be offset by
capital gains within the required statutory period. The provision for income
taxes recorded in the first quarter of 2002 also included a valuation allowance
of $191,000 related to a 1999 capital loss incurred in connection with the
Company's investment in a United Kingdom affiliate. Excluding the impact of
these capital loss transactions, the effective income tax rate was 40% of
pre-tax profits for the first six months of 2002 and 2001.
Cumulative Effect of Change in Accounting Principle
The Company recorded an impairment loss of $12.4 million (net of expected $3.5
million income tax benefit) in connection with adoption of Statement of
Financial Accounting Standards No. 142 (SFAS 142) discussed below under the
discussion of "Recently Issued Accounting Standards.
Backlog
The Company's backlog of orders was approximately $17 million at June 30, 2002
and $16 million at June 30, 2001.
11
Exclusive Subcontractor Arrangement
The Company's San Diego trade show exhibit subsidiary, Sparks Exhibits and
Environments, Ltd., entered into an interim operating agreement on July 15, 2002
to manufacture and service trade show exhibit projects as the exclusive
subcontractor for Exhibitron, Inc., a San Diego area trade show exhibit company
currently in Chapter 11 proceedings. Exhibitron specializes in the design and
sale of trade show exhibits in a wide range of industries including electronic
games, communications and entertainment, and had sales of approximately
$6,000,000 in 2001. Under this interim operating agreement, Sparks will fulfill
Exhibitron's production needs, and Exhibitron will continue as a sales and
design entity. Sparks also has had discussions regarding the acquisition of
Exhibitron's assets as part of Exhibitron's plan of reorganization, but any
acquisition would be subject to future mutual agreement and approval through the
Exhibitron bankruptcy proceedings.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital decreased $1 million to $5.9 million at June 30,
2002 from $6.9 million at December 31, 2001. Available cash and cash generated
from operating activities was used to reduce long-term debt by $1.8 million to
$4.8 million at June 30, 2002 from $6.6 million at December 31, 2001. Accounts
receivable increased $2 million in the first half of 2002 to $12.6 million at
June 30, 2002 from $10.6 million at December 31, 2001. This increase was
principally attributable to higher sales at the end of the second quarter of
2002 as compared with sales at the end of the fourth quarter of 2001. The events
of September 11 resulted in cancelled trade shows and conventions, which
inhibited sales of trade show exhibits and related services in the fourth
quarter of 2001 and into 2002. Accounts payable increased $2.1 million to $6
million at June 30, 2002 from $3.9 million at December 31, 2001 due, in large
part, to timing of jobs in progress at the end of the second quarter of 2002 as
compared with those at the end of the fourth quarter of 2001.
On May 16, 2002, the Company amended its Revolving Credit and Security Agreement
(the "Facility") with its bank to change from an EBITDA basis to an asset-based
arrangement. The new arrangement provides for borrowings of up to $12 million
based on a percentage of qualified accounts receivable and a percentage of up to
$6.7 million of inventories. The Facility, which expires on January 1, 2004, is
collateralized by all the Company's assets and bears interest at rates based
primarily on the London Inter Bank Offering Rate (LIBOR), plus 3.25%. The
Facility includes certain financial covenants requiring a minimum tangible net
worth and maintenance of certain financial ratios and restricts the Company's
ability to pay dividends. Borrowings under this Facility were $4.7 million at
June 30, 2002. The Company's borrowing capacity under the new arrangement was
$10.2 million at June 30, 2002.
The Company has off-balance sheet lease commitments for several facilities under
non-cancelable operating leases. Timing of future lease commitments as well as
maturities of long-term debt are as follows:
(In thousands)
2002 2003 2004 2005 2006 After 2006
---- ---- ---- ---- ---- ----------
Lease commitments $1,010 $1,728 $1,704 $1,686 $987 $10,794
Debt maturities 62 135 4,700 -- -- --
The Company leases a facility from a partnership controlled by two shareholders
of the Company. This lease, which expires on May 14, 2019, requires minimum
annual rent of $771,000 at a fixed rate for the first 10 years, and the Company
is responsible for taxes, insurance and other operating expenses.
In connection with the DMS Store Fixtures acquisition, employment agreements
were made with two shareholders of the Company, which provided for guaranteed
minimum payments. These agreements were mutually terminated in January 2001
eliminating the guaranteed minimum payments after February 2, 2001, which
reduced administrative and general expenses by $544,000 in the first quarter of
2001.
12
On November 20, 2001, the Company issued 5,300,000 shares of its common stock
and warrants expiring on November 19, 2011 to purchase 5,300,000 shares of its
common stock for an aggregate of $2,650,000. The Company's shareholders at the
Annual Meeting of Shareholders held on November 7, 2001 approved this
transaction. Costs incurred in connection with this transaction were $378,000.
OUTLOOK
The Company expects sales to decrease in 2002 from 2001 levels. In view of
current economic conditions, the Company's trade show exhibit client base of
Fortune 1000 companies is expected to curtail their marketing budgets, which
would adversely impact the Company's trade show exhibit sales and profit
margins. Adversely affected Internet and technology-driven businesses,
particularly in the Western Region, have also led to a decline in trade show
exhibit sales. In addition, the events of September 11, 2001 may continue to
reduce business travel, trade show attendance and related spending. The Company
continues to explore new sales opportunities while pursuing operating efficiency
improvements and cost reduction initiatives to mitigate the impact of lower
sales volume.
RECENTLY ISSUED ACCOUNTING STANDARDS
In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
141. "Business Combinations" (SFAS 141), which supersedes Accounting Principles
Board Opinion No. 16 "Business Combinations" (APB 16) and SFAS No. 38
"Accounting for Preacquisition Contingencies of Purchased Enterprises" (SFAS
38). It is expected that SFAS 141 will improve the transparency of the
accounting and reporting for business combinations by requiring that all
business combinations be accounted for under the purchase method. Use of the
pooling-of-interests method is no longer permitted. The Company adopted SFAS 141
in the third quarter of 2001. The adoption of SFAS 141 has not had a material
effect on the Company's financial position or results of operations.
In July 2001, the FASB issued SFAS No. 142 "Goodwill and Other Intangible
Assets" (SFAS 142), which supersedes APB No. 17 "Intangible Assets". SFAS 142
requires that goodwill no longer be amortized to earnings, but instead be
reviewed for impairment. It is expected that this change will provide investors
with greater transparency regarding the economic value of goodwill and its
impact on earnings. The Company adopted SFAS 142 effective January 1, 2002. This
new accounting standard requires a two-step test for operating units having
unamortized goodwill balances. The first step requires a comparison of the book
value of the net assets to the fair value of the respective operating unit. If
the fair value is determined to be less than the book value, a second step is
required to determine the impairment. This second step includes evaluation of
other intangible assets, and any shortfall of the adjusted book value below fair
value determines the amount of the goodwill impairment. Goodwill amortization
expense was $354,000 (net of a tax benefit of $100,000) in the first six months
of 2001. The impact of adopting SFAS 142 reduced net income by $12.4 million
($15.9 million goodwill write down, net of $3.5 million for a deferred tax asset
from the expected future income tax benefit) in the first quarter of 2002,
identified as a cumulative effect of a change in accounting principle. This
charge, which reduced the carrying value of goodwill recognized in connection
with the 1997 acquisition of DMS Store Fixtures, differs from the previous
accounting standard method, which was based on undiscounted cash flows, because
the new method is based on fair value measurement estimates as of January 1,
2002.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
disposal of Long-lived Assets" (SFAS 144). SFAS 144, which addresses financial
accounting and reporting for the impairment of long-lived assets and for
long-lived assets to be disposed of, supersedes SFAS No. 121 and is effective
for fiscal years beginning after December 15, 2001. The Adoption of SFAS 144 did
not have a material impact on the Company's financial position or results of
operations.
In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statement No., 4,
44 and 64 Amendment of SFAS 13 and Technical Connections". SFAS 145 rescinds
SFAS 4, "Reporting Gains and Losses from Extinguishment of Debt" and the
amendment to SFAS 4, SFAS 64 "Extinguishments of Debt Made to Satisfy
13
Sinking-Fund Requirements". Through this rescission, SFAS 145 eliminates the
requirement (in both SFAS 4 and SFAS 64) that gains and losses from the
extinguishments of debt be aggregated and, if material, classified as an
extraordinary item, net of the related income tax effect. The adoption of SFAS
145 is not expected to have a material effect on the Company's financial
position or results of operations.
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, execute and
manage acquisitions and expand existing business; the actions and approvals of
third parties; continued availability of financing to provide additional sources
of funding for capital expenditures, working capital 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 and labor prices from suppliers; changes in customers' financial
condition; the Company's ability to attract and retain competent employees; the
Company's ability to add and retain customers; changes in sales mix; the
Company's ability to integrate and upgrade technology; uncertainties regarding
accidents or litigation which may arise; the financial impact of facilities
consolidations; the impact from the events of September 11, 2001 on business
travel, trade show attendance and related spending; 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.
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 $4.7
million from its revolving credit facility at June 30, 2002.
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. Federal or state authorities have not
identified the Company 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.
14
PART II - OTHER INFORMATION
---------------------------
Responses to Items 1, 2, 3, and 5 are omitted since these items are either
inapplicable or the response thereto would be negative.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of the Company was held on June 12, 2002. At
the Annual Meeting, Jeffrey K. Harow, Scott J. Tarte, AJ Ararwal, Robert B.
Ginsburg, Alan I. Goldberg, Jerome Goodman and Richard Vague were elected as
directors of the Company. The matters voted on at the Annual Meeting and the
results of voting are as follows:
For Withheld Authority
Election of Directors --- ------------------
Jeffrey K. Harrow 9,471,791 82,057
Scott J. Tarte 9,471,791 82,057
AJ Agarwal 9,471,791 82,057
Robert B. Ginsburg 9,459,258 94,590
Alan I. Goldberg 9,459,291 94,557
Jerome Goodman 9,459,291 94,557
Richard Vague 9,471,791 82,057
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Page
10(bb) Second Amended and Restated Revolving Credit and Security Agreement
dated May 16, 2002 with Wachovia Bank 17
---
10(cc) Option Agreement dated June 3, 2002 with Robert B. Ginsburg 100
---
10(dd) Option Agreement dated June 3, 2002 with Alan I. Goldberg 101
---
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter for which this report is filed.
15
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
----------------------
Robert B. Ginsburg
President and Chief Executive Officer
/s/ Stephen P. Rolf
-------------------
Stephen P. Rolf
Chief Financial Officer
Dated: August 13, 2002
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Marlton Technologies, Inc. (the
"Company") on Form 10-Q for the period ending June 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), Robert B.
Ginsburg Chief Executive Officer of the Company and Stephen P. Rolf, Chief
Financial Officer of the Company, each certify, pursuant to 18 U.S.C. ss. 1350,
as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to the
best of their knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations
of the Company.
/s/ Robert B. Ginsburg /s/ Stephen P. Rolf
----------------------- -------------------
Robert B. Ginsburg Stephen P. Rolf
Chief Executive Officer Chief Financial Officer
August 13, 2002 August 13, 2002
16