SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
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OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
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OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to_______
Commission file number 1-7708
MARLTON TECHNOLOGIES, INC.
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(Exact name of issuer as specified in its charter)
Pennsylvania 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
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 _______
Indicate by check mark whether the issuer is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act).
Yes ______ No X
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 ______
APPLICABLE ONLY TO CORPORATE ISSUERS: State the number of shares outstanding of
each of the issuer's classes of common stock as of the last practicable
date: 12,844,696
Item 1. FINANCIAL STATEMENTS
MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands except share and per share data)
March 31, December 31,
ASSETS 2004 2003
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Current:
Cash and cash equivalents 449 241
Accounts receivable, net of allowance
of $473 and $415, respectively 11076 7824
Inventories 6329 6272
Prepaid and other current assets 1172 1191
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Total current assets 19026 15528
Property and equipment, net of accumulated
depreciation of $10,446 and $10,106, respectively 2960 3240
Rental assets, net of accumulated depreciation
of $3,826 and $3,672, respectively 2680 2789
Goodwill 2714 2714
Other assets, net of accumulated amortization
of $1,677 and $1,603, respectively 424 388
Notes receivable 140 159
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Total assets 27944 24818
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LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Current portion of long-term debt 89 89
Accounts payable 7392 6363
Accrued expenses and other current liabilities 5966 6080
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Total current liabilities 13447 12532
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Long-term liabilities:
Long-term debt, net of current portion 6452 5146
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Total long-term liabilities 6452 5146
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Total liabilities 19899 17678
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Commitments and contingencies -- --
Stockholders equity:
Preferred stock, no par value - shares authorized
10,000,000; no shares issued or outstanding -- --
Common stock, no par value - shares authorized 50,000,000;
12,844,696 outstanding at March 31, 2004 and December 31, 2003 -- --
Stock warrants 742 742
Additional paid-in capital 32951 32951
Accumulated deficit (25500) (26405)
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8193 7288
Less cost of 148,803 treasury shares (148) (148)
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Total stockholders equity 8045 7140
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Total liabilities and stockholders equity 27944 24818
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The accompanying notes and the notes to the consolidated 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
March 31, 2004 March 31, 2003
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Net sales $ 18,549 $ 17,456
Cost of sales 13,810 13,054
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Gross profit 4,739 4,402
Selling expenses 2,217 2,300
Administrative and general expenses 1,525 1,645
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Operating profit 997 457
Other income (expense):
Interest and other income - 4
Interest expense (92) (45)
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Income before income taxes 905 416
Provision for income taxes - -
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Net income 905 416
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Net income (loss) per common share:
Basic $.07 $.03
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Diluted $.07 $.03
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The accompanying notes and the notes to the consolidated financial statements
included in the Registrant's Annual Report on Form 10-K are an integral part
of these financial statements.
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MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
For the three months ended
March 31, 2004 March 31, 2003
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Cash flows from operating activities:
Net income $ 905 $ 416
Adjustments to reconcile net income to cash
provided by (used in) operating activities:
Depreciation and amortization 569 562
Change in operating assets and liabilities:
Increase in accounts receivable, net (3,252) (912)
(Increase) decrease in inventories (57) 1,188
(Increase) decrease in prepaid and other assets 19 (101)
Increase (decrease) in accounts payable, accrued
expenses and other current liabilities 915 (2,481)
Net cash used in operating activities (901) (1,328)
Cash flows from investing activities:
Capital expenditures (106) (232)
Net cash used in investing activities (106) (232)
Cash flows from financing activities:
Proceeds from revolving credit facility, net 1,328 1,187
Payments for acquisition obligation (11) -
Payments for leasehold improvement obligation (11) -
Payments for loan origination fees (117) -
Payments for promissory note - (33)
Proceeds from notes receivable 26 77
Net cash provided by (used in) financing activities 1,215 1,231
Decrease in cash and cash equivalents 208 (329)
Cash and cash equivalents - beginning of period 241 880
Cash and cash equivalents - end of period $ 449 $ 551
The accompanying notes and the notes to the consolidated financial
statements included in the Registrant's Annual Report on Form 10-K are an
integral part of these 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. 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 Form 10-K for the
year ended December 31, 2003.
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. MAJOR CUSTOMERS:
During the first quarter of 2004 and 2003, the same customer accounted for 12%
and 16%, respectively, of the Company's total 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
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March 31, 2004 March 31, 2003
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Net income $905 $416
Weighted average common
shares outstanding used to compute basic net income
per common share 12,845 12,845
Additional common shares to be issued
assuming the exercise of stock options, net of shares
assumed reacquired 742 --
Total shares used to compute diluted
net income (loss) per common share 13,587 12,845
Basic net income per share
$.07 $.03
Diluted net income per share $.07 $.03
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MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Excluded in the computation of diluted income per common share were outstanding
options and warrants to purchase 248,846 shares of common stock at March 31,
2004 and 7,373,512 shares of common stock at March 31, 2003 because the option
and warrant exercise prices were greater than the average market price of the
common shares.
4. INVENTORIES:
Inventories, as of the respective dates, consist of the following (in
thousands):
March 31, 2004 December 31, 2003
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Raw materials $491 $ 467
Work in process 3,063 3,579
Finished goods 2,775 2,226
$6,329 $6,272
5. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 146, "Accounting for Exit or
Disposal Activities" ("SFAS 146"). Statement of Financial Accounting Standards
("SFAS") 146 addresses significant issues regarding the recognition,
measurement, and reporting of costs associated with exit and disposal
activities, including restructuring activities that are currently accounted for
pursuant to the guidance that the Emerging Issues Task Force ("EITF") has set
forth in EITF Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." Effective in the first quarter of 2003, the
Company adopted the provisions of SFAS 146. This new accounting principle had an
impact on the timing and recognition of costs associated with the Company's
relocation and consolidation of its West Coast operations during the second half
of 2003.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three months ended March 31, 2004 as compared with three months ended
March 31, 2003
Sales
Three Months Ended
(in thousands)
March 31, 2004 March 31, 2003
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Trade show exhibits group $ 13,208 $ 14,017
Permanent and scenic displays group 5,341 3,439
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Total sales $ 18,549 $17,456
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Total net sales of $18.5 million for the first quarter of 2004 grew 6% from
total net sales of $17.5 million for the first quarter of 2003. This increase
was led by higher sales of permanent and scenic displays, which increased $1.9
million, or 55%, while sales of trade show exhibits and related services
decreased $0.8 million, or 6%, below the prior year first quarter results. The
increase in sales of permanent and scenic displays was attributable to higher
sales of store fixtures and permanent museum displays. The decrease in sales of
trade show exhibits and related products was principally attributable to lower
trade show budgets and reduced attendance at certain trade shows for existing
clients.
Gross Profit
Gross profit, as a percentage of net sales, of 25.5% for the first quarter of
2004 improved slightly from 25.2% for the same prior year period. This
improvement was primarily due to higher gross profit margins generated by sales
of store fixtures.
Selling Expenses
Selling expenses of $2.2 million, or 12% of net sales, for the first quarter of
2004 decreased from $2.3 million, or 13.2% of net sales, for the corresponding
period of 2003. This decrease was largely the result of cost reduction
initiatives and higher sales of permanent and scenic displays, which are subject
to lower variable selling expenses.
Administrative and General Expenses
Administrative and general expenses were reduced to $1.5 million in the first
quarter of 2004 from $1.6 million in the comparable prior year period. This
reduction was principally attributable to cost reduction initiatives implemented
for the Company's trade show exhibit businesses.
Operating Profit
Operating profit increased to $1 million for the first quarter of 2004 from $0.5
million for the same period of 2002 due, in large part, to higher sales volume
and cost reduction initiatives.
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Other Income/(Expense)
Interest expense increased to $92,000 in the first quarter of 2004 from $45,000
in the first quarter of 2003 due to higher borrowing from the Company's
revolving credit facility and to higher interest rates on the Company's new
credit facility discussed below.
Net Income
The Company generated net income of $0.9 million ($.07 per fully diluted share)
in the first quarter of 2004 as compared with net income of $0.4 million ($.03
per fully diluted share) in the corresponding period of 2003. The improvement
was principally attributable to higher sales volume and cost reduction
initiatives.
Provision for Income Taxes
In the fourth quarter of 2002, the Company established a valuation allowance for
deferred income tax assets related to net operating loss carry forwards. As a
result, the Company did not record a provision for income taxes in the first
quarters of 2004 and 2003.
Backlog
The Company's backlog of orders was approximately $21 million at March 31, 2004
and $20 million at March 31, 2003.
LIQUIDITY AND CAPITAL RESOURCES
On February 6, 2004, the Company replaced its $8 million revolving credit
facility with a new credit facility provided by a commercial asset-based lender.
The new credit facility, which expires on February 6, 2007, provides for
borrowing capacity of up to $12 million based on a percentage of eligible
accounts receivable and inventories. This new facility bears interest based on
the 30-day dealer placed commercial paper rate plus 4.50% (effective rate of
5.5% at March 31, 2004), restricts the Company's ability to pay dividends, and
includes certain financial covenants (fixed charge coverage ratio and maximum
capital expenditure amount of $1 million in 2004 and $1.25 million in 2005 and
in 2006). The Company's borrowing capacity was $9.3 million at March 31, 2004.
Proceeds from this credit facility are used primarily for working capital and
other capital purposes.
The Company's working capital increased to $5.6 million at March 31, 2004 from
$3 million at December 31, 2003, largely due to a $3.3 million increase in
accounts receivable. The increase in accounts receivable was principally
attributable to higher sales near the end of the first quarter of 2004 as
compared with sales in the fourth quarter of 2003.
The Company has lease commitments for certain facilities under non-cancelable
operating leases. Timing of future lease commitments as well as maturities of
long-term debt are as follows:
Payment due by period
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Less than 1 1-3 3-5 More than
Contractual Obligations Total Year -2004 Years Years 5 Years
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Long-Term Debt Obligations $ 6,541 $ 89 $6,452 $-- $--
Capital Lease Obligations -- -- -- -- --
Operating Lease Obligations 16,160 1,651 4,919 1,590 8,000
Purchase Obligations -- -- -- -- --
Other Long-Term Liabilities
Reflected on the Registrant's
Balance Sheet Under GAAP -- -- -- -- --
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Total $22,701 $ 1,740 $11,371 $1,590 $8,000
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The Company leases a facility from a partnership controlled by two shareholders
of the Company. This lease, which expires on May 14, 2019, contains an option
for the Company to terminate after 10 years (May 14, 2009) subject to the
landlord's ability to relet the premises. The minimum annual rent is $771,000
through May 14, 2009 and $857,173 through May 14, 2019 (included in the table
above). The Company is also responsible for taxes, insurance and other operating
expenses for this facility.
The Company jointly leases a 31,000 square foot facility with International Expo
Services ("IES"), in which the Company holds a minority interest. The annual
lease commitment for this facility is $214,000 through September 22, 2007, which
is not included with the above future operating lease commitments. Payments in
connection with this lease are made by IES.
OUTLOOK
The Company expects combined sales of trade show exhibits and of permanent and
scenic displays in 2004 to decrease from 2003 levels. The Company's trade show
exhibit client base of Fortune 1000 companies is expected to closely manage
their marketing budgets, which would inhibit the Company's trade show exhibit
sales and margins. The Company expects sales of store fixtures to increase in
2004 from 2003 levels. 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 June 2002, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 146, "Accounting for Exit or
Disposal Activities" ("SFAS 146"). Statement of Financial Accounting Standards
("SFAS") 146 addresses significant issues regarding the recognition,
measurement, and reporting of costs associated with exit and disposal
activities, including restructuring activities that are currently accounted for
pursuant to the guidance that the Emerging Issues Task Force ("EITF") has set
forth in EITF Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." Effective in the first quarter of 2003, the
Company adopted the provisions of SFAS 146. This new accounting principle had an
impact on the timing and recognition of costs associated with the Company's
relocation and consolidation of its West Coast operations during the second half
of 2003.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. When used in this report, the
words "intends," "believes," "plans," "expects," "anticipates," "probable,"
"could" 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 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; uncertainties about the impact of the
threat of future terrorist attacks on business travel and related trade show
attendance; 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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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's revolving credit facility bears a floating rate of interest, based
on the 30-day dealer placed commercial paper rate plus 4.50%. The Company had
borrowings of $6.3 million from its revolving credit facility at March 31, 2004.
Fluctuations in foreign currency exchange rates do not significantly affect the
Company's financial position and results of operations.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures
The Company established a Disclosure Committee chaired by the
Company's Chief Financial Officer and comprised of managers
representing the Company's major areas, including financial
reporting and control, sales, operations and information
technology. This Committee carried out an evaluation of the
effectiveness and operation of the Company's disclosure controls
and procedures, and established ongoing procedures to monitor and
evaluate these controls and procedures in the future. Based upon
that evaluation, within the 90 days prior to the date of this
report, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures
are effective in alerting them on a timely basis to material
information relating to the Company (including its consolidated
subsidiaries) required to be included in the Company's periodic
SEC filings.
(b) Changes in internal controls
There were no significant changes in the Company's internal
controls or in other factors that would significantly affect these
controls subsequent to the date of their evaluation.
PART II - OTHER INFORMATION
Responses to Items one through five are omitted since these items are either
inapplicable or the response thereto would be negative.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
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Exhibit Page
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10(a) Fifth Amendment to Lease for Premises located at 8125 Troon
Circle, Austell, GA 30001. 12
10(b) Third Amendment to Lease for Premises located at 2025 Gillespie
Way, El Cajon, CA 90202. 18
10
10(c) Fourth Amendment to Lease for Premises located at 2025 Gillespie
Way, El Cajon, CA 90202. 24
10(d) Fifth Amendment to Lease for Premises located at 2025 Gillespie
Way, El Cajon, CA 90202. 29
10(e) Amendment to Standard Sublease at 2025 Gillespie Way, El Cajon,
CA 35
10(f) First Amendment to Loan and Security Agreement with General
Electric Capital Corporation. 44
31(a) Rule 13a - 14(a) / 15(d) - 14 (a) Certification, Chief Executive
Officer 49
31(b) Rule 13a - 14(a) / 15(d) - 14 (a) Certification, Chief Financial
Officer 50
32 Section 1350 Certifications 51
(b) Reports on Form 8-K.
One report on Form 8-K dated March 31, 2004 was filed by the
Company during the first quarter of 2004, reporting a Notification of Late
Filing on Form 12b-25 dated March 31, 2004.
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.
By: /s/ Robert B. Ginsburg
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Robert B. Ginsburg
President and Chief Executive Officer
By: /s/ Stephen P. Rolf
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Stephen P. Rolf
Chief Financial Officer
Dated: May 13, 2004
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