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, 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 (IRS Employer
incorporation or organization) 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
7,618,449
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 2001 2000
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Current:
Cash and cash equivalents $ 1,214 $ 749
Accounts receivable, net of allowance
of $408 and $836, respectively 18,148 20,891
Inventory 7,414 8,918
Prepaids and other current assets 2,457 3,314
Deferred income taxes 724 724
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Total current assets 29,957 34,596
Investment in affiliates 1,733 1,813
Property and equipment, net of accumulated
depreciation of $7,320 and $6,623, respectively 5,068 5,135
Rental assets, net of accumulated depreciation
of $2,710 and $2,417, respectively 2,126 2,088
Goodwill, net of accumulated amortization of $3,754
and $3,353, respectively 19,028 19,429
Other assets, net of accumulated amortization
of $993 and $1,196, respectively 586 766
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Total assets $58,498 $ 63,827
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 33 $ 56
Accounts payable 4,309 6,230
Accrued expenses and other 10,286 12,940
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Total current liabilities 14,628 19,226
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Long-term debt, net of current portion 15,034 16,067
Other long-term liabilities - 289
Deferred income taxes 339 339
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Total liabilities 30,001 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; 7,618,499 and 7,428,429 issued, respectively 762 743
Additional paid-in capital 30,628 30,544
Accumulated deficit (2,781) (3,269)
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28,609 28,018
Less cost of 5,000 treasury shares (112) (112)
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Total stockholders' equity 28,497 27,906
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Total liabilities and stockholders' equity $58,498 $ 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 For the six months ended
June 30, 2001 June 30, 2000 June 30, 2001 June 30, 2000
------------- -------------- ------------- -------------
Sales $ 22,150 $ 24,790 $ 43,027 $ 49,842
Cost of sales 16,978 19,237 32,706 37,853
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Gross profit 5,172 5,553 10,321 11,989
------------- -------------- ------------- -------------
Expenses:
Selling 2,694 2,644 5,284 5,569
Administrative and general 2,046 2,120 3,578 4,229
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4,740 4,764 8,862 9,798
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Operating profit 432 789 1,459 2,191
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Other income (expense):
Interest income and other income 34 6 71 41
Interest (expense) (336) (367) (637) (646)
Income (loss) from investments
in affiliates, net 43 (23) (80) 4
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(259) (384) (646) (601)
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Income before provision for income taxes 173 405 813 1,590
Provision for income taxes 69 195 325 764
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Net income $ 104 $ 210 $ 488 $ 826
============= ============== ============= =============
Income per common share:
Basic $.01 $.03 $.07 $.11
Diluted $.01 $.03 $.07 $.11
See notes to consolidated financial statements.
3
MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2001
(In thousands except share data)
Common Stock Additional Total
------------------ Paid-in Accumulated Treasury Stockholders'
Shares Amount Capital Deficit Stock Equity
--------- ------ ------- ------- ----- ------------
Balance at December 31, 2000 7,428,429 $ 743 $30,544 $(3,269) $(112) $ 27,906
Issuance of shares under compensation arrangements 190,070 19 84 - - 103
Net income for the six months ended June 30, 2001 - - - 488 - 488
--------- ------ ------- ------- ----- ------------
Balance at June 30, 2001 7,618,499 $ 762 $30,628 $(2,781) $(112) $ 28,497
========= ====== ======= ======= ===== ============
See notes to consolidated financial statements.
4
MARLTON TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(In thousands)
For the six months ended June 30,
2001 2000
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Cash flows from operating activities:
Net income $ 488 $ 826
Adjustments to reconcile net income to cash
used in operating activities:
Depreciation and amortization 1,529 1,329
Equity in income of affiliates 80 (50)
Other items (68) 5
Change in assets and liabilities:
(Increase) decrease in accounts receivable, net 2,743 (8,490)
(Increase) decrease in inventory 1,504 210
(Increase) decrease in prepaid and other assets 857 69
Increase (decrease) in accounts payable, accrued
expenses and other (4,575) 1,479
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Net cash provided by (used in) operating activities 2,558 (4,622)
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Cash flows from investing activities:
Guaranteed payments to sellers (18) (131)
Capital expenditures (960) (1,234)
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Net cash used in investing activities (978) (1,365)
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Cash flows from financing activities:
Payments for loan origination fees (60) (432)
Net borrowings from revolving credit facility - 6,415
Principal payments on revolving credit facility (1,055) -
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Net cash (used in) provided by financing activities (1,115) 5,983
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Increase / (decrease) in cash and cash equivalents 465 (4)
Cash and cash equivalents - beginning of period 749 836
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Cash and cash equivalents - end of period $ 1,214 $ 832
==================== ====================
Supplemental cash flow information:
Non-cash financing activity:
Issuance of common stock for revolving credit facility - $ 100
==================== ====================
See notes to consolidated financial statements.
5
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. 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
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June 30, June 30, June 30, June 30,
-------- -------- -------- --------
2001 2000 2001 2000
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Net income $ 104 $ 210 $ 488 $ 826
====== ====== ====== ======
Weighted average common
shares outstanding used to compute
basic net income per common share 7,499 7,366 7,470 7,360
Additional common shares to be issued
assuming the exercise of stock options,
net of shares assumed reacquired -- -- -- 235
------ ------ ------ ------
Total shares used to compute diluted
net income per common share 7,499 7,366 7,470 7,595
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Basic net income per share $.01 $.03 $.07 $.11
==== ==== ==== ====
Diluted net income per share $.01 $.03 $.07 $.11
==== ==== ==== ====
Options and warrants to purchase 2,113,000 and 930,000 shares of common stock
were outstanding at June 30, 2001 and 2000, respectively, but were excluded in
the computation of diluted net income per share because the option and warrant
exercise prices were greater than the average market price of the common shares.
3. INVENTORY
Inventory consists of the following (in thousands):
June 30, 2001 December 31, 2000
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Raw materials $ 560 $ 252
Work-in-process 2,311 4,718
Finished goods 4,543 3,948
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$7,414 $8,918
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4. RECENTLY ISSUED ACCOUNTING STANDARDS
In July 2001, the FASB issued SFAS No. 141. "Business Combinations" (SFAS 141),
which supercedes 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 will adopt SFAS 141 in the third quarter of 2001. The
adoption of SFAS 141 is not expected to have 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 supercedes 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 will adopt SFAS 142 effective January 1, 2002.
The Company recognized $0.4 million of goodwill amortization expense for each of
the six month periods ended June 30, 2000 and 2001. These amounts are disclosed
for informational purposes only and are not necessarily reflective of future
reductions to amortization expense. The impact of adopting SFAS 142 has not yet
been determined.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Sales
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Three months ended
(in thousands)
% Increase/
June 30, 2001 June 30, 2000 (Decrease)
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Trade show exhibits group $15,190 $16,571 (8.3)%
Permanent and scenic displays group 6,960 8,219 (15.3)%
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Total sales $22,150 $24,790 (10.6)%
======= ======= =======
Six months ended
(in thousands)
% Increase/
June 30, 2001 June 30, 2000 (Decrease)
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Trade show exhibits group $31,798 $34,469 (7.7)%
Permanent and scenic displays group 11,229 15,373 (27.0)%
------- ------- -------
Total sales $43,027 $49,842 (13.7)%
======= ======= =======
Total sales decreased $2.6 million, or 10.6%, in the second quarter of 2001 and
$6.8 million, or 13.7%, in the first half of 2001 as compared with the same
periods of 2000. Lower trade show exhibit sales in the second quarter of 2001
were due in large part to reductions in some of the marketing trade show budgets
of the Company's clients as a result of a generally slower economy. The decrease
in trade show exhibit sales for the first six months of 2001 was attributable to
this economic factor as well as to lower sales of temporary business theater
exhibits previously produced at the Company's San Francisco area operation. This
manufacturing operation was consolidated with the Company's San Diego area
operation during the fourth quarter of 2000. The decrease in sales of permanent
and scenic displays was principally attributable to lower sales of store
fixtures and for Sparks scenic displays. The store fixture decrease was
primarily due to lower sales to national retail customers experiencing slower
new store growth. The decrease in sales of scenic displays was largely the
result of lower sales of permanent themed displays previously manufactured at
the Company's Orlando, Florida operation. This manufacturing operation was
consolidated with the Company's Atlanta, Georgia production facility during the
second quarter of 2001.
Operating Profit
----------------
Operating profit decreased to $0.4 million in the second quarter of 2001 from
$0.8 million in the same period of 2000 and to $1.5 million in the first half of
2001 from $2.2 million in the first half of 2000. These decreases were
principally attributable to lower sales volume and to relocation of the
Company's Orlando, Florida operation, which incurred losses of $0.4 million in
the second quarter and $0.6 million in the first half of 2001. Included in these
losses were costs of approximately $0.3 million incurred in connection with this
relocation, which is expected to eliminate operating losses for this operation.
The gross profit margin percentage was essentially unchanged in the first half
of 2001 and improved to 23.3% of sales in the second quarter of 2001 from 22.4%
in the comparable period of 2000, despite the Orlando, Florida relocation costs.
Selling expenses increased to 12.2% of sales in the second quarter and first
half of 2001 from 10.7% in the second quarter of 2000 and 11.2% in the first six
months of 2000. This percentage increase was due in large part to investments in
additional sales resources, particularly at the Company's Western Region
operations. Total selling expenses were reduced $0.3 million in the first half
of 2001 from those incurred in the first half of 2000.
Administrative and general expenses decreased $0.6 million in the first half of
2001 from the same prior year period primarily due to the mutual termination of
certain employment agreements as well as cost reduction initiatives executed by
management in the first half of 2001.
8
Income Taxes
------------
The provision for income taxes, as a percentage of pre-tax income, decreased to
40% in 2001 from 48% in 2000 largely as a result of non-taxable income in the
first quarter of 2001 offset by non-deductible goodwill amortization.
Backlog
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The Company's backlog of orders decreased to approximately $16 million at June
30, 2001 from $24 million at June 30, 2000. This decrease was primarily due to
lower orders for store fixtures and from a permanent/scenic display customer
that became insolvent during the second half of 2000.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital of $15.3 million at June 30, 2001 was essentially
unchanged from December 31, 2000. A $2.7 million decrease in accounts
receivable, a $1.5 million inventory reduction and a $0.9 million decrease in
prepaids and other current assets were offset by a $4.6 million reduction in
current liabilities.
Cash of $2.6 million generated from operations in the first half of 2001 was
used for capital additions of $0.9 million and debt reduction of $1.1 million.
The Company had borrowings of $15 million at June 30, 2001 under its $25 million
revolving credit facility as compared with $16 million at December 31, 2000.
RECENTLY ISSUED ACCOUNTING STANDARDS
In July 2001, the FASB issued SFAS No. 141. "Business Combinations" (SFAS 141),
which supercedes 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 will adopt SFAS 141 in the third quarter of 2001. The
adoption of SFAS 141 is not expected to have 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 supercedes 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 will adopt SFAS 142 effective January 1, 2002.
The Company recognized $0.4 million of goodwill amortization expense for each of
the six month periods ended June 30, 2000 and 2001. These amounts are disclosed
for informational purposes only and are not necessarily reflective of future
reductions to amortization expense. The impact of adopting SFAS 142 has not yet
been determined.
OUTLOOK
The Company expects sales of trade show exhibits to be relatively unchanged and
sales of permanent/scenic displays to decrease in the last six 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. Adversely affected
internet and technology-driven businesses, particularly in the Western Region,
have also inhibited trade show exhibit sales. The Company continues to explore
new business development opportunities while pursuing operating efficiency
improvements and cost reduction initiatives.
9
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, 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 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; 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.
10
ITEM 3
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 $15
million from its $25 million revolving credit facility at June 30, 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.
11
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.
(a) Exhibits
--------
Not Applicable
(b) Reports on Form 8-K
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No reports on Form 8-K were filed by the Company during the period covered
by this report on Form 10-Q
SIGNATURES
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In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant 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 August 14, 2001
12