<PAGE>
"CONFIRMING ELECTRONIC COPY OF PAPER FILING"
--------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
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
------
MARLTON TECHNOLOGIES, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
New Jersey 22-1825970
------------------------------ ------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2828 Charter Road, Suite 101.
Philadelphia, PA 19154
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
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
------ ------
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 equity as of the last practicable date:
3,905,499
- ----------
Transitional Small Business Disclosure Form (check one):
Yes No X
------ ------
<PAGE>
MARLTON TECHNOLOGIES, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 1995 and December 31, 1994
----------
(Unaudited)
September 30, December 31,
ASSETS 1995 1994
-------------- ------------
Current:
Cash and cash equivalents $ 1,545,580 $ 1,469,175
Accounts receivable, net of allowance
of $133,597 and $85,579, respectively 3,294,867 4,185,935
Inventory (Note 2) 2,052,874 2,275,266
Prepaids and other current assets 401,443 212,285
Deposits and advances 166,525 669,889
Deferred income taxes (Note 5) 191,000 191,000
----------- -----------
Total current assets 7,652,289 9,003,550
Property and equipment, net of accumulated
depreciation and amortization 2,348,506 2,346,306
Goodwill, net of accumulated amortization of
$560,795 and $464,358, respectively
(Note 3) 3,136,361 2,898,764
Deferred income taxes, net of current portion 1,258,000 1,354,000
Other assets, net of accumulated amortization
of $598,863 and $463,451, respectively 398,394 542,091
----------- -----------
Total assets $14,793,550 $16,144,711
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt (Note 3) $ 573,417 $ 796,515
Accounts payable 1,248,183 1,700,404
Accrued expenses and other 2,496,000 3,929,753
----------- -----------
Total current liabilities 4,317,600 6,426,672
Long-term debt, net of current portion 1,066,403 691,676
----------- -----------
Total liabilities 5,384,003 7,118,348
----------- -----------
Stockholders' equity:
Common stock, $.10 par - shares authorized
10,000,000; 3,905,499 issued and
outstanding 390,550 390,023
Additional paid-in capital 20,145,946 20,137,473
Accumulated deficit (11,015,272) (11,389,456)
----------- -----------
9,521,224 9,138,040
Less cost of 5,000 treasury shares 111,677 111,677
----------- -----------
Total stockholders' equity 9,409,547 9,026,363
----------- -----------
Total liabilities and stockholders'
equity $14,793,550 $16,144,711
=========== ===========
See notes to consolidated financial statements.
2
<PAGE>
MARLTON TECHNOLOGIES, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock Additional
Shares Issued Treasury Paid-in Accumulated
Issued Amount Amount Capital Deficit
------ ------ -------- ------- -----------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1995 3,900,225 $390,023 $(111,677) $20,137,473 $(11,389,456)
Additional shares issued 5,274 527 -- 8,473 --
Net income for the nine month
period -- -- -- -- 374,184
---------- -------- --------- ----------- ------------
Balance, September 30, 1995 3,905,499 $390,550 $(111,677) $20,145,946 $(11,015,272)
========== ======== ========= =========== ============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the nine months ended For the three months ended
September 30, September 30,
1995 1994 1995 1994
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales $20,509,117 $18,953,864 $5,415,074 $5,891,926
Cost of sales 14,502,874 13,509,689 3,814,820 4,288,917
----------- ----------- ---------- ----------
Gross profit 6,006,243 5,444,175 1,600,254 1,603,009
----------- ----------- ---------- ----------
Expenses:
Selling 3,487,867 2,965,764 1,007,424 920,041
Administrative 1,955,222 1,994,810 582,104 656,546
----------- ----------- ---------- ----------
5,443,089 4,960,574 1,589,528 1,576,587
----------- ----------- ---------- ----------
Operating profit 563,154 483,601 10,726 26,422
----------- ----------- ---------- ----------
Other income (expense):
Interest income 43,205 21,507 15,215 16,459
Interest (expense) (104,084) (109,868) (36,018) (34,569)
Gain from insurance
settlement (Note 3) -- 250,000 -- --
Other income 29,909 14,737 20,204 7,147
----------- ----------- ---------- ----------
(30,970) 176,376 (599) (10,963)
----------- ----------- ---------- ----------
Income before provision for
income taxes 532,184 659,977 10,127 15,460
Provision for income taxes
(Note 5) 158,000 267,000 3,000 7,000
----------- ----------- ---------- ----------
Net income $ 374,184 $ 392,977 $7,127 $8,460
=========== =========== ========== ==========
Weighted average number of
common shares outstanding:
o Primary 3,897,042 3,880,548 3,944,577 3,895,225
----------- ----------- ---------- ----------
o Fully Diluted 4,010,031 3,880,548 4,013,488 3,895,225
----------- ----------- ---------- ----------
Income per common share
(Note 6):
o Primary $ .096 $ .101 $ .002 $ .002
----------- ----------- ---------- ----------
o Fully Diluted $ .093 $ .101 $ .002 $ .002
----------- ----------- ---------- ----------
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
MARLTON TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
-------------------------------------
<TABLE>
<CAPTION>
For the nine months ended
September 30,
1995 1994
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $374,184 $392,977
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation and amortization 906,116 718,731
Minority interest in profit (loss) of consolidated subsidiary 25,868 (9,205)
Change in assets and liabilities:
(Increase) decrease in accounts receivable 891,068 (1,391,305)
Decrease in inventory 222,392 704,007
(Increase) decrease in prepaids and other assets 314,206 (7,949)
Decrease in deferred income taxes (Note 5) 96,000 225,000
Increase (decrease) in accounts payable and accrued expenses (1,876,974) 281,454
---------- ----------
Net cash provided by operating activities 952,860 913,710
---------- ----------
Cash flows from investing activities:
Capital expenditures (694,112) (436,068)
Acquisition of intangible assets (Note 3) (333,972) (8,961)
---------- ----------
Net cash (used in) investing activities (1,028,084) (445,029)
---------- ----------
Cash flows from financing activities:
Proceeds from revolving credit facility 257,000 3,248,000
Repayments of revolving credit facility (257,000) (3,743,000)
Proceeds from long-term debt (Note 3) 550,000 500,000
Principal payments on long-term debt (203,630) (318,127)
Conversion of seller earn-out payment to note (Note 3) 333,972 --
Payments made for seller earn-out (528,713) (38,102)
---------- ----------
Net cash provided by (used in) financing activities 151,629 (351,229)
---------- ----------
Increase in cash and cash equivalents 76,405 117,452
Cash and cash equivalents - beginning of period 1,469,175 823,159
---------- ----------
Cash and cash equivalents - end of period $1,545,580 $940,611
========== ==========
Supplemental cash flow information:
Cash paid for interest $106,508 $98,791
========== ==========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Summary of Accounting Policies:
1. Basis of Presentation:
The consolidated financial statements include the accounts of Marlton
Technologies, Inc., its wholly-owned subsidiaries and majority owned subsidiary
(the "Company"), All intercompany accounts and transactions have been
eliminated. In the opinion of the Company's management, all adjustments
(consisting of only normal recurring accruals) have been made which are
necessary to present fairly the financial condition as of September 30, 1995 and
the results of operations and cash flows for the nine month periods ended
September 30, 1995 and 1994, respectively. The December 31, 1994 condensed
balance sheet data was derived from audited financial statements but does not
include all disclosures required by generally accepted accounting principles.
2. Inventory:
Inventory, as of the respective dates, consist of the following:
September 30, 1995 December 31, 1994
------------------ -----------------
Raw Materials $ 478,357 $ 590,627
Work In Process 1,574,517 1,684,639
---------- ----------
$2,052,874 $2,275,266
========== ==========
3. Notes Payable:
During the third and second quarters of 1995 and 1994, respectively,
the Company, through Sparks, financed $550,000 and $500,000 term loans,
respectively. Principal on the additional term loans are payable in sixty and
forty-eight monthly installments of $9,167 and $10,417 plus interest at the
banks floating rate, and an 8.6% per annum fixed rate, respectively. The Company
maintains a revolving credit facility of $1,250,000, bearing interest at the
bank's prime lending rate (8-3/4 % as of September 30, 1995), none of which was
utilized as of September 30, 1995.
In accordance with the August 7, 1990 Acquisition Agreement, on August
7, 1995 the Company fully satisfied its annual contingent earn-out obligations
to the Sellers of Sparks by paying them $478,618, $150,000 of which related to
1994 earnings and $328,618 of which satisfied demand notes previously issued to
the Sellers. The final cumulative contingent earn-out obligations to the Sellers
of $333,972 due on August 7, 1995 was satisfied by payment of $50,095 and
issuance to three Sellers $283,877 of two year, interest-only notes, bearing
interest at the prime rate, payable quarterly.
6
<PAGE>
Notes Payable (continued)
- -------------------------
These two year notes are convertible at a price of $1.375 per share into an
aggregate of 206,456 shares of the Company's Common Stock by the holders on or
prior to August 7, 1997. The earn-out payments and related convertible notes
have been included in Goodwill and are being amortized on a straight line basis
over a 25 year period.
4. Gain From Insurance Settlement
During November 1993 the Company experienced a fire at its Melbourne,
Florida location and during July 1994, a severe storm damaged portions of the
Company's Philadelphia, Pennsylvania location. Both losses were covered by
insurance. Total insurance benefits were $1,400,000. The Company recognized a
gain of $250,000 from settlement of the claims during the first quarter of 1994.
5. Income Taxes:
The components of the provision for income taxes for the respective
nine month periods ended September 30, were as follows:
1995 1994
Currently payable:
Federal $24,000 $15,000
State 38,000 32,000
-------- --------
62,000 47,000
Deferred:
Federal 96,000 220,000
-------- --------
$158,000 $267,000
======== ========
The significant component of the deferred income tax provisions in 1995
and 1994 was the utilization of the Company's net operating loss carryforward.
The difference between the provisions for income taxes computed at the federal
statutory rate of 34% and that reported for financial statement purposes is a
result of state and local income taxes and goodwill amortization.
6. Income per Common Share:
Income per common share is based on the weighted average number of
common shares outstanding during the period, adjusted for common equivalent
shares when the effect is not antidilutive.
7
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
General Overview
On August 7, 1990, Marlton Technologies, Inc. (the "Company") acquired the
current business of Sparks Exhibits Corp. ("Sparks"). Through this acquisition,
the Company's core business became the custom design, manufacture and sale of
sophisticated trade show exhibits, displays, signage and graphics for clients in
industry, government, consumer electronics, athletic goods, healthcare,
telecommunications and other specialized fields.
During the fourth quarter of 1990, Sparks purchased certain assets, principally
customer lists, from DCA, Inc., a custom trade exhibit business. Additionally,
Sparks formed a portable exhibits group, which distributes affiliated and
non-affiliated manufacturers' portable exhibit products, in an effort to expand
its market to include both high-end (custom exhibits) and lower-end (portable
exhibits) products. During July 1991, a wholly-owned subsidiary of Sparks,
Sparks Exhibits, Inc. ("Exhibits") acquired assets from two unrelated custom
exhibit businesses in suburban Atlanta, Georgia.
During 1992 the Company, through two newly-formed wholly-owned subsidiaries,
Sparks Exhibits, Ltd. ("Limited") and Sparks Exhibits Incorporated
("Incorporated"), acquired assets, respectively, from a custom and portable
exhibit manufacturing business in suburban San Diego, California and a custom
exhibit business in Melbourne, Florida.
During July 1993, the Company and an unrelated portable exhibit manufacturer,
Abex Display Systems, Inc. ("ADSI"), entered into an agreement to organize a new
corporation, Expose Display Systems, Inc. ("EDSI") to manufacture and market the
Company's proprietary panelized portable exhibit - Expose - through ADSI's
worldwide distribution network.
The benefits of management's aggressive growth plan, since the August 1990
acquisition of Sparks, has resulted in the dramatic expansion of the Company's
client base, the development of new business groups for expansion of its
products and services, and the extension into major geographic markets of the
United States and internationally. Management believes the acquisitions and the
continuing development of the new business groups will position the Company to
increase its revenue base through the continued offering of expanded products
and services to a larger customer network.
8
<PAGE>
RESULTS OF OPERATIONS
- ---------------------
Three months ended September 30, 1995 as compared with three months ended
September 30, 1994
Sales
- -----
Third quarter, traditionally the Company's slowest quarter, 1995
revenues of $5.4 million did not exceed third quarter 1994 revenues of $5.9
million predominantly due to a decrease in revenues within the Company's
museum/productions group during the third quarter 1995 . This decrease is
primarily a timing difference since the museum/productions group maintained a
sufficient backlog as of September 30, 1995 to assure significant revenue
increases during the forth quarter of 1995. The Company's San Diego, Florida and
Atlanta facilities third quarter 1995 revenues increased by approximately 90%
over third quarter 1994 revenues, while the Philadelphia facility revenues
dropped by 13% during the respective 1995 quarter as compared with 1994. The
Philadelphia facility's decline was predominantly due to reduced third quarter
1995 trade show activity from two historic clients.
The international sales group third quarter 1995 revenues dropped by
approximately 30% over the related quarter during 1994 primarily due to the
timing of international trade show activity. Similar to the museums/productions
sales group, the international sales group maintained sufficient backlog at
September 30, 1995 to assure significant revenue increases during the fourth
quarter of 1995. The portables sales group third quarter 1995 revenues were
approximately 10% less than during the related quarter in 1994. Management will
continue to assess the portables sales group overhead costs relative to
anticipated fourth quarter 1995 and first quarter 1996 revenues to determine if
cost re-structuring will be required.
The Company's 51% owned interest in Expose' Display Systems, Inc.
("EDSI"), which manufactures and markets a proprietary panelized portable
exhibit, experienced a 15% increase in revenues during the third quarter 1995 as
compared with the third quarter 1994. While the Company's portables sales group
experienced a decline in third quarter 1995 sales as compared with the same
period during 1994, EDSI increased its related period sales due to the increased
acceptance of the product by ADSI's national distribution network. The Company
is hopeful this trend continues as product uses and potential configurations
become more familiar to the distribution network currently marketing Expose'.
Operating Profits
- -----------------
The Company's third quarter 1995 operating profits remained relatively
consistent as compared with 1994 operating profits, even though revenues
decreased by approximately $475,000. This was primarily due to an increase in
the third quarter 1995 gross profits, as a percentage of sales, to 29.5% as
compared with 27.2% during the third quarter of 1994. This quarterly gross
profit increase, as a percentage of sales, during 1995 is attributable to the
higher revenues and related fixed cost absorption within the San Diego, Florida
and Atlanta facilities.
While sales were lower for the third quarter 1995 as compared with the
same quarter during 1994, the Company achieved similar operating profits due to
higher gross profit percentages within the Philadelphia location, the
international sales group and EDSI.
9
<PAGE>
Operating Profits (continued)
- -----------------------------
The higher gross profit percentage during the third quarter 1995 was
also assisted by the decrease in revenues from the museum/productions group,
which is historically bid at lower gross profit margins due to the competitive
nature of this type of work.
Selling, general and administrative costs increased during the third
quarter 1995 as compared with the third quarter of 1994 primarily due to the
Company's investments in securing new, experienced account executives with
existing client bases in addition to marketing and client development costs
related to expanding the Company's overall group of clients.
During the first three quarters of 1995 the portables sales group
increased selling and administrative support costs to meet the demand for
customized exhibits utilizing standard portable exhibit components. Management
plans to revisit the portables sales group operating procedures, fixed-cost
structure and marketing policies to determine what modifications need to be made
for the calendar year 1996. The effect of increased overhead within the portable
sales reduced third quarter 1995 operating profits as compared with the same
period during 1994.
Other Income (Expense)
- ----------------------
Other expense decreased by $10,000 during the third quarter 1995 as
compared with the third quarter of 1994. This decrease is primarily attributed
to a 1995 gain the Company recognized on the sale of a stock investment
previously written-off by the Company.
Income Taxes
- ------------
The provision for income taxes, as a percentage of income before taxes,
decreased to 30% as compared with 45% during 1994. This reduction is due to the
release of valuation allowances based on management's current evaluation of the
future utilization of the Company's net operating loss carryforward. See Note 5
to the consolidated financial statements.
Net Income
- ----------
Net income remained relatively consistent, at $.002 per share, during
the third quarter of 1995 as compared with the third quarter of 1994, $7,127 and
$8,460, respectively.
Backlog
- -------
The Company's backlog of orders at November 4, 1995 and 1994 remained
constant, at $4.8 million.
Nine months ended September 30, 1995 as compared with nine months ended
September 30, 1994
Sales
- -----
During the first nine months of 1995, revenues of approximately $20.5
million, the highest initial three quarter revenues in post-reorganization
Company history, exceeded 1994 comparable period revenues of approximately $19.0
million by 8%.
10
<PAGE>
Sales (continued)
- -----------------
The increase in 1995's first nine months revenues, when compared with
the same period during 1994, is due to a general increase in sales to both new
and existing clients. This increase in sales during 1995 is particularly
attributable to the doubling of revenues within the San Diego location during
that period as compared with the same period during 1994.
While the Company's Atlanta and Florida facilities increased revenues
by approximately $1.3 million during the first nine months of 1995 as compared
with the first nine months of 1994, this increase was offset by the Philadelphia
location's shortfall in 1995 revenues as compared with 1994 revenues during the
same period. This decrease, however, is partially a result of work transferred
from the Philadelphia location to the Atlanta and Florida facilities.
The museum/productions sales group, international sales group and
portables sales group combined revenues remained relatively flat through the
nine month periods ended September 30, 1995 and 1994.
EDSI experienced a 12% increase in revenues during the nine month
period ended September 30, 1995 as compared with the same period during 1994.
Again, the Company is hopeful this trend continues as the Expose' product
becomes more widely known throughout the industry's portable exhibit
marketplace.
Operating Profits
- -----------------
The Company experienced a 16% increase in operating profits during the
first nine months of 1995 as compared to the similar period during 1994. The
gross profit percentage increased, marginally, 29.3% and 28.7% during the
comparative periods of 1995 and 1994, respectively. The increase in operating
profits during the first nine months of 1995 predominantly stems from gross
profits generated by additional sales which were recorded during the period,
less related selling expenses and incremental selling costs incurred as part of
hiring new, experienced account executives with existing client bases.
Operating profits related to the Expose' product for the first nine
months of 1995 significantly increased when compared with the same period during
1994. The increased revenues assisted in the absorption of fixed overhead
selling and general and administrative expenses in addition to direct cost
reductions related to the main component of the Expose' product. While revenues
for the first nine months of 1995 were sufficient to offset these expense
increases, future revenues to support the added costs cannot be guaranteed.
During the first nine months of 1995, the portable sales group's
anticipated revenue growth did not materialize. Management believes the lower
revenues will negatively impact 1995 annualized operating profits, as they have
during the initial nine months of 1995. The effect of increased overhead costs
within the portable sales group was to significantly reduced the first nine
month is of 1995 operating profits as compared with the same period during 1994.
11
<PAGE>
Other Income (Expense)
- ---------------------
Other income decreased by approximately $207,000 during the first nine
months of 1995 as compared with the first nine months of 1994. This decrease is
predominantly attributed to the $250,000 gain the Company recorded during the
first quarter of 1994 in connection with an insurance settlement for certain
claims. See Note 4 to the consolidated financial statements.
Interest income during the first nine months of 1994 is net of
principal declines for cash and cash equivalent investments in certain U.S.
government and preferred stock funds. Interest income during the similar period
in 1995 did not include any principal declines. Accordingly, interest income
during the first nine months of 1995 was $22,000 higher when compared to the
similar period during 1994.
Interest expense marginally decreased during the 1995 period when
compared to 1994. Other income increased primarily due to a gain the Company
recognized on the 1995 sale of a stock investment previously written off by the
Company.
Income Taxes
- -------------
The provision for income taxes, as a percentage before taxes, decreased
to 30% as compared with 40% during 1994. This reduction is due to the release of
valuation allowances based on management's current evaluation of the future
utilization of the Company's net operating loss carryforward. See Note 5 to the
consolidated financial statements.
Net Income
- ----------
Net income decreased from $392,977 ($.101 per share) to $374,184 ($.096
per share) during the respective first nine months of 1994 as compared with the
similar period during 1995. This decrease, however, is predominantly
attributable to the 1994 gain from replacement value insurance of $250,000
($150,000 net of income taxes, or $.035 per share). Exclusive of the 1994
insurance gain net of income taxes, the Company's first nine months of 1994
income was approximately $242,977 ($.066 per share) as compared with $374,184
($.096 per share) during the first nine months of 1995.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
During the nine month period ended September 30, 1995, the Company
increased its cash reserves by $76,405, from $1,469,175 to $1,545,580.
As of September 30, 1995, with the Company heading into its final
quarter of the year, inventory and customer advance payments to the Company
decreased by approximately $725,000 with accounts receivable also decreasing by
approximately $900,000. The Company utilized the cash partially generated from
the reduction in inventory and advance balances to reduce its accounts payable
and accrued expenses by approximately $1.875 million. Including the current
portion of long-term debt, the Company was able to reduce its current liability
balances by more than $2.1 million for the nine months ended September 30, 1995.
This significant decrease in current liabilities helped improve the Company's
September 30, 1995 current ratio to 1.6 to 1 as compared with 1.4 to 1 as of
December 31, 1994, a 27% improvement.
12
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES - (continued)
- ---------------------------------------------
During the first nine month period of 1995, the Company expended
approximately $685,000 for capital assets, including $150,000 for machinery and
equipment, $160,000 in leasehold improvements, $155,000 for data processing
equipment and $110,000 for rental assets, with the balance paid for other
assets.
During the first nine month period of 1995, the Company temporarily
borrowed up to $519,000 of its $1.25 million credit facility. All borrowings
were repaid by the Company as of September 30, 1995.
On August 7, 1995 the Company had scheduled payments of $812,590 for
the following items to the Sellers of Sparks:
o Demand note for 1993 and prior scheduled
payments to Sellers $328,618
o 1994 contingent earn-out payment due
August 7, 1995 150,000
o Final, five-year excess contingent earn-out
payment due August 7, 1995 to Sellers per
contractual formula 333,972
--------
Total Due Sellers 812,590
o Company payment made August 7, 1995 528,713
--------
Balance due to Sellers of Sparks $283,877
========
The Company funded its August 7, 1995 Sellers payment through a
$550,000 term loan to a bank. See Note 3 to the consolidated financial
statements. The final balance due to the three Sellers of Sparks was made in the
form of two-year interest only notes, bearing interest at the prime rate,
payable quarterly.
Outlook
- -------
The initial nine months of 1995 have generated record sales levels and
operating profits. Revenues generated by the museum/productions sales group and
international sales group continually augment revenues from the Company's
historic client base of custom and portable trade show exhibits. Increasing
revenues from all sales groups can provide a diversification of sales volume
throughout the Company's four manufacturing facilities in Philadelphia, Atlanta,
San Diego and Melbourne, Florida. As demonstrated during the first nine months
of 1995, the increased and diversified sales volume enhances the Company's
operating profits. Additionally, continuing acceptance of the Expose' portable
panelized exhibit product will generate higher revenues within the Company's 51%
owned subsidiary EDSI. The reduction of direct costs to manufacture the Expose'
product should lead to higher gross profit levels within that subsidiary and
positively impact the Company's overall operating profits.
Management perseveres in seeking qualified sales executives to
contribute additional sales volume, continues its investment in the
museum/productions, international and portable sales groups while consistently
prioritizing the growth and development of the Expose' panelized portable
exhibit product.
13
<PAGE>
Outlook (continued)
- -------------------
The Company, through EDSI, is currently developing and investing in new
products to meet growing needs within the portable and modular exhibit markets.
The new products, with anticipated introduction during the first quarter of
1996, are being priced and positioned to fill a specific niche' which management
sees as an expanding market over the next two to five years. The Company entered
into a licensing agreement with a third-party manufacturer of modular exhibit
components to utilize their patented fastening technology within the new
products. While development of the new products may require additional
investment by the Company, management continues to make investments in new
products that it believes will be well received within the marketplace.
Based on the open order backlog as of September 30, 1995, management
anticipates annual 1995 revenues to exceed annual 1994 revenues of $25.1 million
by approximately ten to twelve percent. Operating profits should improve, both
in terms of real dollars and as a percentage of sales. Management anticipates
annual 1995 earnings per share to approximate 1994 per share earnings which
included $.035 per share from the insurance gain. Management remains dedicated
to stabilizing both the Atlanta and Florida manufacturing facilities, which has
not occurred to date, with sales volume generated directly by those locations
and not be dependent upon the Philadelphia location, museums/productions sales
group and the international sales group to transfer sales volume to them.
Additionally, the management of Marlton Technologies strives to
increase shareholder value by assisting the Sparks companies to achieve their
growth objectives in addition to actively pursuing acquisition opportunities
related to the trade show exhibit industry.
PART II. OTHER INFORMATION
- ---------------------------
Responses to Items one through five are omitted since these items are
either inapplicable or response thereto would be negative.
Six - Exhibits and Reports on Form 8-K
a. Letter Agreement with Sparks Exhib its Sellers dated August 7, 1995.
b. No reports on Form 8-K were filed during the quarter for which this
report is filed.
SIGNATURE
---------
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 /s/ EDMOND D. COSTANTINI, JR.
- ------------------------------------- ----------------------------
Robert B. Ginsburg Edmond D. Costantini, Jr.
President and Chief Executive Officer Chief Financial Officer
Dated: November 13, 1995
14
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