<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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:
4,753,250
Transitional Small Business Disclosure Form (check one):
Yes __________ No ___X_____
<PAGE>
MARLTON TECHNOLOGIES, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 1997 and December 31, 1996
<TABLE>
<CAPTION>
(Unaudited)
March 31, December 31,
ASSETS 1997 1996
------------ ------------
<S> <C> <C>
Current:
Cash and cash equivalents $ 3,957,149 $ 3,300,010
Accounts receivable, net of allowance
of $216,931 and $180,664, respectively 9,054,232 5,424,080
Inventory (Note 2) 3,084,473 4,344,297
Prepaids and other current assets 383,746 452,930
Deferred income taxes 419,000 419,000
------------ ------------
Total current assets 16,898,600 13,940,317
Property and equipment, net of accumulated
depreciation and amortization of $3,142,514
and $3,128,354, respectively 1,944,445 2,062,072
Rental assets, net of accumulated amortization
of $967,745 and $825,134, respectively 910,007 1,013,361
Goodwill, net of accumulated amortization of $769,201
and $734,456, respectively 2,927,893 2,962,638
Deferred income taxes 1,415,870 1,558,870
Other assets, net of accumulated amortization
of $1,085,294 and $1,019,855, respectively 520,995 653,357
------------ ------------
Total assets $ 24,617,810 $ 22,190,615
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 284,139 $ 653,918
Accounts payable 3,535,214 2,586,572
Accrued expenses and other 6,051,798 4,916,511
------------ ------------
Total current liabilities 9,871,151 8,157,001
Long-term debt, net of current portion 437,021 457,440
------------ ------------
Total liabilities 10,308,172 8,614,441
------------ ------------
Commitments and contingencies
Stockholders' equity:
Common stock, $.10 par - shares authorized
10,000,000; 4,753,250 and 4,534,492 issued, respectively 475,325 453,459
Additional paid-in capital 21,340,175 21,030,881
Accumulated deficit (7,394,185) (7,796,489)
------------ ------------
14,421,315 13,687,851
Less cost of 5,000 treasury shares 111,677 111,677
------------ ------------
Total stockholders' equity 14,309,638 13,576,174
------------ ------------
Total liabilities and stockholders' equity $ 24,617,810 $ 22,190,615
============ ============
</TABLE>
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> <C>
Balance, January 1, 1997 4,534,592 $ 453,459 $ (111,677) $21,030,881 $(7,796,489)
Additional shares issued 218,658 21,866 -- 309,294 --
Net income for the three month period -- -- -- -- 402,304
----------- ----------- ----------- ----------- -----------
Balance, March 31, 1997 4,753,250 $ 475,325 $ (111,677) $21,340,175 $(7,394,185)
=========== =========== =========== =========== ===========
</TABLE>
See notes to consolidated financial statements
-3-
<PAGE>
MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
For the three months ended
March 31,
1997 1996
------------ ------------
Net sales $ 11,838,258 $ 8,578,058
Cost of sales 8,321,109 6,049,543
------------ ------------
Gross profit 3,517,149 2,528,515
------------ ------------
Expenses:
Selling 1,865,758 1,393,466
Administrative and general 961,442 692,000
------------ ------------
2,827,200 2,085,466
------------ ------------
Operating profit 689,949 443,049
------------ ------------
Other income (expense):
Interest income 39,484 40,091
Interest (expense) (14,592) (34,710)
Other (expense) (52,537) (4,540)
Gain on contract amendment (Note 4) -- 1,000,000
------------ ------------
(27,645) 1,000,841
------------ ------------
Income before provision for income taxes 662,304 1,443,890
Provision for income taxes (Note 3) 260,000 430,000
------------ ------------
Net income $ 402,304 $ 1,013,890
============ ============
Number of common shares, weighted average 5,629,924 4,468,468
------------ ------------
Income per common share (Note 5): $ .07 $ .22
============ ============
See notes to consolidated financial statements.
-4-
<PAGE>
------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the three months ended
March 31,
1997 1996
----------- -----------
<S> <C> <C>
Cash flows provided by operating activities:
Net income $ 402,304 $ 1,013,890
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization 436,677 386,337
Minority interest in profit of EDSI 52,874 20,540
Decrease in deferred tax asset 143,000 255,000
Change in assets and liabilities:
(Increase) in accounts receivable, net (3,630,152) (1,980,172)
(Increase) decrease in inventory 1,259,824 (33,137)
(Increase) decrease in prepaids and other assets 100,987 (21,392)
Increase in accounts payable and
other accrued expenses (Note 4) 2,083,929 2,643,892
----------- -----------
Net cash provided by operating activities 849,443 2,284,958
----------- -----------
Cash flows (expended through) investing activities:
Capital expenditures (133,266) (321,601)
Minority investment in Sparks Japan (Note 4) -- (25,000)
----------- -----------
Net cash (expended through) investing activities: (133,266) (346,601)
----------- -----------
Cash flows provided by (expended through) financing activities:
Proceeds from issuance of common stock 331,160 1,350,000
Principal payments on long-term debt (390,198) (133,143)
----------- -----------
Net cash provided by (expended through) financing acitivites: (59,038) 1,216,857
----------- -----------
Increase in cash and cash equivalents 657,139 3,155,214
Cash and cash equivalents - beginning of period 3,300,010 1,028,606
----------- -----------
Cash and cash equivalents - end of period $ 3,957,149 $ 4,183,820
=========== ===========
Supplemental cash flow information:
Cash paid for interest $ 14,592 $ 34,710
=========== ===========
</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
(primarily consisting of normal recurring accruals) have been made which are
necessary to present fairly the financial condition as of March 31, 1997 and the
results of operations and cash flows for the three month periods ended March 31,
1997 and 1996, respectively. The December 31, 1996 condensed balance sheet data
was derived from audited financial statements but does not includes all
disclosures required by generally accepted accounting principles and may include
certain account reclassifications for comparative purposes with the March 31,
1997 consolidated balance sheet.
2. Inventory:
Inventory, as of the respective dates, consist of the following:
March 31, 1997 December 31, 1996
---------------- ------------------
Raw Materials $ 880,013 $ 775,805
Work In Process 2,204,460 3,568,492
---------- ----------
$3,084,473 $4,344,297
========== ==========
3. Income Taxes:
The components of the provision for income taxes for the respective
three month periods ended March 31, were as follows:
1997 1996
---- ----
Currently payable:
Federal $ 52,000 $ 75,000
State 65,000 100,000
-------- ---------
117,000 175,000
Deferred:
Federal 143,000 255,000
------- -------
$260,000 $430,000
======== ========
-6-
<PAGE>
The significant component of the deferred income tax provisions in 1997
and 1996 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
primarily a result of state and local income taxes and goodwill amortization
offset in 1996 by a benefit from the expected realization of future benefits
from net operating loss carryforwards.
4. Gain on Contract Amendment:
The Company and Tsubasa System Company, Ltd. ("Tsubasa") a
diversified manufacturing and marketing company entered into a distribution and
license agreement in 1995 and jointly formed a Japanese corporation, Sparks
Japan, to market portable exhibits in Japan. Sparks Japan was capitalized with
$250,000 and is 90% owned by Tsubasa and 10% owned by the Company. In an
amendment to that agreement in January 1996, the Company agreed to eliminate
certain future payments from Sparks Japan and issue to Tsubasa 500,000
unregistered shares of the Company's common stock in exchange for $3,000,000
from Tsubasa.
In the event Sparks Japan does not achieve certain sales levels
by December 31, 1998 and the Company's common stock is trading at less than
$3.00 per share at that time, if requested by Tsubasa, the Company will, at its
option, repurchase the Tsubasa shares at $3.00 per share or make a cash payment
to Tsubasa equal to the purchase difference between the December 31, 1998
trading price and $3.00.
Amounts were allocated to the 500,000 shares of the Company's
common stock issued to Tsubasa and the "put option" (the guaranteed difference
between the Company's December 31, 1998 market value and $3.00 per share) based
on their estimated fair market values. Incremental costs expected to be incurred
by the Company through December 31, 1998 with respect to complying with certain
requirements of the transaction are included as a component of accrued expenses
and other. The Company recorded a gain due to this contract amendment during the
first quarter of 1996 of $1.0 million.
5. 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. Income per share of common stock,
assuming full dilution, is equal to primary earnings per share for reported
periods.
-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.
During March 1995, the Company and a Japan-based diversified manufacturing and
marketing company, Tsubasa System Company Ltd. ("Tsubasa") entered into an
agreement to organize a new Japanese corporation, Sparks Exhibits Japan ("SEJ"),
and grant exclusive Japan distribution rights to SEJ for the Company's portable
exhibits products and technology and to license the name and logo of "Sparks
Exhibits" in Japan. See Note 4 of the consolidated financial statements.
During April 1996, the Company acquired Piper Productions, Inc. of Orlando,
Florida which produces business theater, theme park attractions, themed
interiors, theatrical scenery and special effects. The acquisition of Piper
enhances the Company's ability to pursue exhibit opportunities within Piper's
areas of expertise.
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 March 31, 1997 as compared with three months ended
March 31, 1996
Sales
First quarter 1997 revenues of $11.84 million exceeded first quarter
1996 revenues of $8.59 million by approximately 38%.
The increase in 1997 first quarter revenues, as compared with the same
period during 1996, is partially due to the general increase in sales to both
new and existing clients during 1997 which created a combined revenue increase
of 15% in the Company's three custom exhibit manufacturing facilities
- -Philadelphia, Atlanta and San Diego. Additionally, the Museums, International
and Rental sales groups experienced a 66% increase in those groups combined
sales during the first quarter of 1997 as compared with their first quarter 1996
combined sales results. Second quarter 1996-acquired Piper Productions generated
approximately $2.2 million of sales during the first quarter of 1997, including
$900,000 of sales volume in trade show exhibit related sales-highlighting the
market synergy anticipated by management. During the first quarter of 1997 the
Orlando facility, which includes Piper's sales volume, replaced first quarter
1996 revenues generated by the Company's Melbourne, Florida facility, closed
during January 1997, by more than $1.5 million. The Company's majority-owned
Expose' Display Systems Inc. subsidiary experienced an 89% increase in its first
quarter 1997 revenues as compared with that subsidiary's revenues during the
same period in 1996. This increase is primarily due to higher sales from
Expose's laminated modular exhibit system - Expose' LS.
The Company's Portable sales group first quarter 1997 revenues declined
by approximately $390,000 when compared with first quarter 1996 revenues. This
expected revenue decrease was due to closing of portable exhibit sales offices
in Harrisburg, PA and Wayne, New Jersey during the fourth quarter of 1996.
Operating Profits
The 38% increase in first quarter 1997 revenues as compared with first
quarter 1996 revenues contributed to a 55% increase in the Company's operating
profits during the respective comparative periods. While sales of manufactured
goods, which historically generate higher margins, fell as a percentage of
overall sales during the first quarter of 1997 as compared with the same period
during 1996, the Company maintained a relatively consistent gross profit level
of 29.7% and 29.5%, respectively. Fixed overhead, selling and general and
administrative costs, as a percentage of sales, fell by approximately 1.5%
during the first quarter of 1997 as compared with the first quarter of 1996,
also contributing to the higher operating profits recorded during 1997.
Other Income (Expense):
Other income (expense) decreased from $1,000,841 during the first
quarter 1996 as compared with the first quarter 1997 (expense) of ($27,645).
This significant decrease in other income during the first quarter of 1997 is
attributable to the $1.0 million gain from the contract amendment (Note 4)
recorded during the first quarter of 1996. Interest income remained consistent
during the respective comparative periods while interest expense went down
approximately $20,000 during the first quarter 1997 due to the overall reduction
of the Company's long-term debt balances from 1996 to 1997. Other (expense) of
($52,537) reflects first quarter 1997 profits in Expose' attributed to the
minority partner while 1996 first quarter profits in EDSI attributable to the
minority partner accounted for ($21,000) of other (expense).
-9-
<PAGE>
Income Taxes
The provision for income taxes, as a percentage of income before income
taxes, increased to approximately 40% in the first quarter of 1997 as compared
to 30% in the first quarter of 1996. The higher first quarter 1997 rate reflects
federal and state income taxes at statutory rates. The 1996 rate reflects the
benefit from the release of valuation allowances based upon the Company's
expected realizability of future benefits from net operating loss carryforwards.
Net Income
During the first quarter of 1997, net income decreased to $402,304
($.07 per share) as compared with first quarter 1996 net income of $1,013,890
($.22 per share). The decrease, however, is primarily attributable to the $1.0
million gain from the contractual amendment which took place during the first
quarter of 1996. Additionally, the tax provision during the first quarter of
1997, as a percentage of income before income taxes, increased to 40% from the
30% tax provision rate utilized during the first quarter of 1996, as more fully
described in the "Income Taxes" section of this MD&A. Exclusive of the effects
of the $1.0 million gain and the different tax rates used to provide for income
taxes, 1997 earnings per share increased 16.7%, or $.01 per share ($.07 during
the first quarter of 1997 as compared with $.06 during the first quarter of
1996) as follows:
First Quarter
1997 1996
------ ------
Income before income taxes $ 622,304 $ 1,443,890
Non-recurring gain from
contract amendment -- (1,000,000)
----------- -----------
Sub-total 622,304 443,890
Adjusted, comparative tax rate 40% 40%
----------- -----------
Provision for income taxes 260,000 178,000
Net income, as adjusted $ 402,304 $ 265,890
=========== ===========
Weighted average shares outstanding 5,629,924 4,468,468
----------- -----------
Net income per common share, as adjusted $.07 $.06
==== ====
This increase in first quarter 1997 earnings per share includes the
dilutive effect of issuing over 200,000 additional shares of the Company's
common stock during the first quarter of 1997 in connection with converting
$283,056 of Sparks sellers' debt into the Company's common stock. Additionally,
the higher trading level of the Company's common stock since the third quarter
of 1996, signficantly increased the dilutive effect from the Company's incentive
stock option programs which increased the number of common shares assumed to be
outstanding shares at March 31, 1997.
Backlog:
The Company's backlog of orders at March 31, 1997 was approximately
$13.0 million as compared with $8.1 million as of March 31, 1996. This
significant increase is predominantly attributable to a backlog of new orders
generated by the Production sales group, Piper Productions and Expose' Display
Systems, Inc. during the first quarter of 1997.
-10-
<PAGE>
Liquidity and Capital Resources
During the first quarter of 1997, the Company increased its cash
reserves by $657,139; from $3,300,010 to $3,957,149. As a result of the record
quarterly sales level acheived and an increased backlog at March 31, 1997, the
Company experienced a significant increase in trade accounts receivable of
approximately $3.6 million. This increase, however, was offset by a $2.1 million
increase in accounts payable and other accrued expenses and a $1.3 million
decrease in inventory levels at March 31, 1997. The increase in trade payables
primarily relates to the higher sales levels recorded during the first quarter
1997 and the timing of payments for costs associated with generating those
sales. Additionally, the lower inventory at March 31, 1997 is a result of the
conversion of a significant portion of the December 31, 1996 work in process
into first quarter 1997 revenues and related trade receivables.
The Company expended approximately $133,000 on capital assets;
revenue-producing rental assets ($50,000), machinery and equipment ($40,000) and
leasehold improvements ($30,000).
During the first quarter of 1997, the Company did not borrow against
its revolving credit facility to support the higher trade receivables and
operating cash requirements of the business.
The Company's March 31, 1997 current ratio of 1.7 to 1 remained
consistent with the December 31, 1996 current ratio. The Company's debt to
equity ratio increased from .6 to 1 as of December 31,1996 to .72 to 1 at March
31, 1997 primarily due to the higher levels of trade payables noted in the prior
paragraph.
OUTLOOK
The record 1st quarter 1997 sales volume of $11.8 million greatly
contributed to the higher operating profits the Company experienced during the
first three months of 1997. The Company expects continued sales growth in all
business groups during 1997 except from the Portable exhibit group which closed
two sales offices during the fourth quarter of 1996. The Company's expects sales
volume and operating profits during 1997 to be enhanced by the full year impact
of revenues and earnings from the April 1996 acquired Piper Productions.
Significant sales growth from the Museum and productions group, the
International group and the Rentals group should compliment the expected sales
growth in the Company's core Custom exhibits group. The Company's historic gross
profit percentage may be difficult to maintain in light of the expected increase
in 1997 sales volume from the Museum and production group, the Rental group and
Piper, whose historic margins fall somewhat below traditional custom exhibit
margins. Additionally, the Company's core business client base of Fortune 1000
companies are more tightly managing their marketing budgets which may negatively
impact the Company's historic custom exhibit margins. The expected higher
revenues and gross profits from the Museum, International, Rental and Piper
groups, when coupled with the custom exhibit group's expected sales volume and
gross profit increase, should enhance the Company's 1997 operating profits by
aiding the Philadelphia, Atlanta and San Diego facilities to generate more
consistent operating efficiencies.
Sales volume from the Company's majority-owned EDSI should continue to
exceed 1996 revenues as the expanded Expose' product lines become more widely
accepted through the minority partner, Abex Display Systems, Inc.'s, distributor
network. Operating results from this business group should also improve during
1997 if contractual fixed, selling and administrative cost allocations from the
minority partner do not outpace the gross margins achieved from the expected
additional sales volume.
The Company is continuing its fourth quarter 1996 commenced project of
replacing its existing management information systems hardware and software with
state-of-the-art technology which should position the organization to
effectively meet the changing environment of information processing among
-11-
<PAGE>
Outlook, continued:
its clients and suppliers. Additionally, the new technology should greatly
increase operating efficiencies between the Company's four regional
manufacturing facilities as information should be processed and managed more
seamlessly. Accordingly, the Company has recently hired a Director of Management
Information Systems to guide the Company in its acquisition and utilization of
new hardware and software, with an overall project budget approximating $400,000
to $500,000. The Company is hopeful that this necessary investment in technology
will assist in minimizing the need for additional support personnel as sales
growth continues.
Management is encouraged by the Company's overall performance during
the first quarter of 1997 and realizes certain areas continue to require
additional attention and resources during 1997. While the Company's San Diego
operation builds upon its progress from 1995 and 1996, the Company continues to
seek additional account executives for that region to ensure positive trends in
sales and operating profits during the balance of 1997 and beyond. Conversely,
the Atlanta operation continues to perform below expectations. While management
is encouraged by the contributions made by the Rental group in the Atlanta
facility, the Company's core custom exhibits group continues to suffer from an
insufficient Atlanta client base to support the fixed costs of that operation,
and has become increasingly dependent upon the transfer of custom exhibit work
from the Philadelphia, San Diego and Orlando facilities. The Company will focus
on hiring experienced sales executives with an existing base of custom exhibit
clients to contribute the additional sales volume which should assist in
stabilizing the Atlanta operation.
The Company's balance sheet which includes strong current and debt to
equity ratios as well as cash flow from operations, is postured to support
growth and investment in opportunities which could be translated into higher
shareholder value. By meeting the challenges outlined above, maintaining the
highest standards for product quality and customer service and aggressively
seeking acquisition possibilities within industries which meet management's
financial and synergy requirements, the Company will be positioned to meet and
take advantage of future opportunities.
FORWARD-LOOKING STATEMENTS
This report contains 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 complete strategic acquisitions to
enter new markets and expand existing business; continued availability of
financing to provide additional sources of funding for future acquisitions,
capital expenditure requirements and 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; uncertainties
regarding accidents or litigation which may arise in the ordinary course of
business; and the effects of, and changes in the economy, monetary and fiscal
policies, laws and regulations, inflation and monetary fluctuations and
fluctuations in interest rates, both on a national and international basis.
-12-
<PAGE>
PART II. OTHER INFORMATION
Responses to Items one through six are omitted since these items
are either inapplicable or response thereto would be negative.
SIGNATURE
In accordance with the requirements of the Securities Exchange
Act of 1993, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MARLTON TECHNOLOGIES, INC.
/s/ E. D. Costantini, Jr. /s/ Robert B. Ginsburg
- --------------------------------- -------------------------------------
Edmond D. Costantini, Jr. Robert B. Ginsburg
Chief Financial Officer President and Chief Executive Officer
Dated: May 13, 1997
-13-
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000096988
<NAME> MARLTON TECHNOLOGIES, INC.
<CURRENCY> DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 0
<CASH> 3,957,149
<SECURITIES> 0
<RECEIVABLES> 9,271,163
<ALLOWANCES> 216,931
<INVENTORY> 3,084,473
<CURRENT-ASSETS> 16,898,600
<PP&E> 5,086,959
<DEPRECIATION> 3,142,514
<TOTAL-ASSETS> 24,617,810
<CURRENT-LIABILITIES> 9,871,151
<BONDS> 0
0
0
<COMMON> 21,703,823
<OTHER-SE> (7,394,185)
<TOTAL-LIABILITY-AND-EQUITY> 24,617,810
<SALES> 11,838,258
<TOTAL-REVENUES> 11,838,258
<CGS> 8,321,109
<TOTAL-COSTS> 8,321,109
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,592
<INCOME-PRETAX> 662,304
<INCOME-TAX> 260,000
<INCOME-CONTINUING> 402,304
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 402,304
<EPS-PRIMARY> $0.07
<EPS-DILUTED> $0.07
</TABLE>
