<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, 2000
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
- ------------------------------- ----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2828 Charter Road Philadelphia PA 19154
- ------------------------------------------ ------------ ----- -----
(Address of principal executive offices) City State Zip
Issuer's telephone number (215) 676-6900
--------------
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
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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: 7,366,611
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Transitional Small Business Disclosure Form (check one):
Yes No X
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<PAGE>
MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands except share and per share data)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 2000 1999
--------- ------------
<S> <C> <C>
Current:
Cash and cash equivalents $ 1,509 $ 836
Accounts receivable, net of allowance
of $278 and $410, respectively 17,617 16,232
Inventory 11,815 11,655
Prepaids and other current assets 2,447 2,320
Deferred income taxes 341 341
------- --------
Total current assets 33,729 31,384
Investment in affiliates 2,085 2,058
Property and equipment, net of accumulated
depreciation of $5,568 and $5,315, respectively 4,926 5,011
Rental assets, net of accumulated depreciation
of $2,049 and $1,942, respectively 1,540 1,370
Goodwill, net of accumulated amortization of $2,732
and $2,523, respectively 20,049 20,258
Other assets, net of accumulated amortization
of $1,097 and $1,088, respectively 606 121
------- --------
Total assets $62,935 $ 60,202
======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 186 $ 2,912
Accounts payable 5,949 7,080
Accrued expenses and other 9,257 9,328
------- --------
Total current liabilities 15,392 19,320
------- --------
Long-term liabilities:
Long-term debt, net of current portion 16,454 10,448
Other long-term liabilities 485 551
Deferred income taxes 159 159
------- --------
Total long-term liabilities 17,098 11,158
------- --------
Total liabilities 32,490 30,478
------- --------
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; 7,371,611 and 7,331,765 issued, respectively 737 733
Additional paid-in capital 30,454 30,353
Accumulated (deficit) (634) (1,250)
------- --------
30,557 29,836
Less cost of 5,000 treasury shares (112) (112)
------- --------
Total stockholders' equity 30,445 29,724
------- --------
Total liabilities and stockholders' equity $62,935 $ 60,202
======= ========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(In thousands except per share data)
<TABLE>
<CAPTION>
For the three months ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Net sales $ 25,052 $ 25,791
Cost of sales 18,616 20,230
-------- --------
Gross profit 6,436 5,561
-------- --------
Selling expenses 2,925 2,261
Administrative and general expenses 2,109 1,743
-------- --------
Operating profit 1,402 1,557
-------- --------
Other income (expense):
Interest and other income 34 30
Interest expense (278) (225)
Income from investments in affiliates, net 27 34
-------- --------
Income before income taxes 1,185 1,396
Provision for income taxes 569 558
-------- --------
Net income $ 616 $ 838
======== ========
Net income per common share:
Basic $ .08 $ .12
======== ========
Diluted $ .08 $ .11
======== ========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
(In thousands except share data)
<TABLE>
<CAPTION>
Common Stock Additional Total
Paid-in Accumulated Treasury Stockholders'
Shares Amount Capital Deficit Stock Equity
--------- --------- -------- ----- ----- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1999 7,331,765 $ 733 $ 30,353 ($1,250) ($112) $ 29,724
Issuance of shares for debt restructuring 37,210 4 96 -- -- 100
Issuance of shares under compensation arrangements 2,636 -- 5 -- -- 5
Net income for the three months ended March 31, 2000 -- -- 616 616
--------- --------- -------- ----- ----- ---------
Balance, March 31, 2000 7,371,611 $ 737 $ 30,454 ($634) ($112) $ 30,445
========= ========= ======== ===== ===== =========
</TABLE>
See notes to consolidated financial statements
4
<PAGE>
MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
For the three months ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 616 $ 838
Adjustments to reconcile net income to cash
provided by (used in) operating activities:
Depreciation and amortization 684 575
Decrease in deferred tax asset - 93
Equity in (income) of affiliates (50) (34)
Other items 5 (16)
Change in assets and liabilities:
(Increase) decrease in accounts receivable, net (1,386) (1,161)
(Increase) in inventory (160) (3,353)
(Increase) decrease in prepaid and other assets (125) 297
(Decrease) in accounts payable, accrued
expenses and other (1,202) (1,041)
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Net cash used in operating activities (1,618) (3,802)
------ ------
Cash flows from investing activities:
Guaranteed payments to sellers (65) (67)
Capital expenditures (528) (235)
Cash paid to acquire investment in affiliate - (258)
------ ------
Net cash used in investing activities (593) (560)
------ ------
Cash flows from financing activities:
Payments for loan origination fees (395) -
Proceeds from issuance of common stock - 27
Borrowings from revolving credit facility 3,840 790
Principal payments on long-term debt (561) (343)
------ ------
Net cash provided by financing activities 2,884 474
------ ------
Increase (decrease) in cash and cash equivalents 673 (3,888)
Cash and cash equivalents - beginning of period 836 4,620
------ ------
Cash and cash equivalents - end of period $1,509 $ 732
====== ======
Supplemental cash flow information:
Cash paid for interest $ 235 $ 225
====== ======
Cash paid for income taxes $ 686 $ 75
====== ======
Non-cash financing activity:
Stock options issued in connection with revolving credit facility $ 100 -
====== ======
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
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, 1999.
2. MAJOR CUSTOMERS:
During the first quarter of 2000, one customer accounted for 10% of consolidated
net sales. During the first quarter of 1999, two different customers accounted
for 30% of consolidated net 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
March 31, 2000 March 31, 1999
-------------- --------------
Net income $ 616 $ 838
====== ======
Weighted average common
shares outstanding used to compute
basic net income per common share 7,354 7,231
Additional common shares to be issued
assuming the exercise of stock options,
net of shares assumed reacquired 323 596
------ ------
Total shares used to compute diluted
net income per common share 7,677 7,827
====== ======
Basic net income per share $.08 $.12
==== ====
Diluted net income per share $.08 $.11
==== ====
Options and warrants to purchase 814,000 and 547,000 shares of common stock were
outstanding at March 31, 2000 and 1999, respectively, but were excluded in the
computation of diluted income per common share because the options and warrants'
exercise price was greater than the average market price of the common shares.
6
<PAGE>
4. INVENTORY:
Inventory, as of the respective dates, consists of the following (in thousands):
March 31, 2000 December 31, 1999
-------------- -----------------
Raw materials $ 507 $ 482
Work in process 7,029 7,612
Finished goods 4,279 3,561
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$11,815 $11,655
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7
<PAGE>
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three months ended March 31, 2000 as compared with three months ended March 31,
1999
Sales
<TABLE>
<CAPTION>
Three Months Ended
(in thousands)
March 31, 2000 March 31, 1999 % increase
-------------- -------------- ----------
<S> <C> <C> <C>
Trade show exhibits group $17,898 $14,269 25.4%
Permanent and scenic displays group 7,154 11,522 (37.9)
------- ------- ----
Total sales $25,052 $25,791 (2.9)%
======= ======= ======
</TABLE>
Total sales for the first quarter of 2000 decreased $0.7 million, or 2.9%, below
the first quarter of 1999 as a net result of higher sales of trade show exhibits
offset by lower sales of permanent and scenic displays. Sales of trade show
exhibits were up $3.6 million, or 25.4%, in the first quarter of 2000 as
compared with the same 1999 period. This increase was principally attributable
to sales to new clients secured near the end of 1999, resulting from the
Company's continuing focus on client expansion. Sales of permanent and scenic
displays decreased $4.4 million, or 37.9%, in the first quarter 2000 below sales
in the same prior year period. This decrease was attributable to several
factors, including lower sales for the DMS Store Fixtures business and lower
sales for the Sparks Florida ("permanent display") business. The DMS decrease
was largely due to lower sales to large retail customers experiencing slower new
store growth, and the decrease in the permanent displays business was largely
due to large jobs in the first quarter 1999 which were not replaced with
corresponding jobs in 2000.
Operating Profit
Operating profit decreased to $1.4 million, or 5.6% of net sales, in the first
quarter of 2000 from $1.6 million, or 6% of net sales, in the first quarter of
1999. This decrease was the net result of higher gross profit (25.7% of sales in
the first quarter of 2000 as compared with 21.6% in the first quarter of 1999)
offset by higher selling, administration and general expenses (20.1% of sales in
the first quarter 2000 as compared with 15.5% in the first quarter of 1999). The
gross profit improvement was principally attributable to higher sales of trade
show exhibits, which yield higher gross profit margins than permanent and scenic
displays. Selling expenses increased to 11.7% of sales in the first quarter 2000
from 8.8% in the same 1999 period largely as a result of higher trade show
exhibit sales, which are subject to higher sales commissions and variable
selling expenses. Administration and general expenses increased $0.4 million due
to several factors, including higher depreciation expense related to investments
in computer systems and to improvements in the Company's office facilities at
several locations.
Other Income/(Expense)
Interest expense increased to $278,000 in the first quarter of 2000 as compared
with $225,000 in the same prior year period. This increase was primarily due to
higher borrowings from the Company's revolving credit facility, which was
attributable in large part to slower billing and collections of accounts
receivable.
Income Taxes
The provision for income taxes, as a percentage of pre-tax income, increased to
48% in the first quarter of 2000 from 40% in the comparable 1999 period. The
1999 rate reflects a benefit from the utilization of business tax credits. The
difference between statutory income tax rates and these effective tax rates is
principally attributable to non-deductible goodwill amortization.
8
<PAGE>
Net Income
Net income decreased to $616,000 ($.08 per fully diluted share) in the first
quarter of 2000 from $838,000 ($.12 per fully diluted share) in the first
quarter of 1999. Higher selling expenses and the higher effective income tax
rate largely accounted for this decrease.
Backlog
The Company's backlog of orders at March 31, 2000 and March 31, 1999 was
approximately $23.5 and $21.0 million, respectively.
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of 2000, the Company's cash balance increased $0.7
million which was largely the net result of an increase in borrowings under the
revolving credit facility offset by a higher balance of accounts receivable and
a reduction in accounts payable. The accounts receivable balance increased to
$17.6 million at March 31, 2000 from $16.2 million at December 31, 1999 and was
essentially unchanged from $17.7 million at March 31, 1999. The increase in
accounts receivable from December 31, 1999 was largely due to a slower billing
and collection process. Billing and collection delays were attributable to
several factors, including continuing problems associated with the deployment of
a new computer system throughout the Company. Although management is taking
decisive actions to rectify this situation, implementation of these actions will
take time, and accordingly management believes that these problems will continue
for the balance of calendar year 2000.
On January 21, 2000, the Company restructured its bank debt with an amended
revolving credit facility, providing for borrowing capacity up to $30 million.
This new facility, which matures on January 21, 2005, was used to refinance a
term loan and can be used to finance capital expenditures, permitted
acquisitions and other working capital requirements as needed. The new facility
is collateralized by all of the Company's assets and bears interest at rates
based on the LIBOR, adjusted for applicable spreads ranging from 1.25% to 2.5%.
The Company is subject to an annual commitment fee of 1/4% on the average unused
portion of the revolving credit facility. This new facility includes certain
financial covenants requiring a minimum net worth and maintenance of certain
financial ratios, and restricts the Company's ability to pay dividends. Loan
origination fees totaling $532,000 comprised of $432,000 of cash payments and
issuance of 37,210 shares of the Company's common stock are included under other
assets and will be amortized over five years. There were borrowings of $16.3
million under this facility at March 31, 2000. Management expects further
borrowings during 2000 to finance growth in its core businesses and for working
capital needs.
OUTLOOK
The Company expects continued sales growth from trade show exhibits and
relatively flat sales from permanent and scenic displays for the last nine
months of 2000. The investment in Sparks Europe in February 1999 was made to
expand the Company's international presence throughout the European markets
during 2000 and beyond. Gross profit margins are expected to continue to show
improvement over the 1999 results from changes in sales mix and because the
Company has improved the management talent in the Sparks Florida permanent
displays business and in the western region facilities. Management believes that
the trade show exhibit client base of Fortune 1000 companies will continue to
tightly manage their marketing budgets, which may impact the Company's trade
show exhibit profit margins. The Company has upgraded several facilities and
continues to pursue operating efficiency improvements to mitigate the impact of
margin pressure from its client base.
9
<PAGE>
The Company converted its management information system at the beginning of 1999
and incurred inefficiencies as a result of the transition, which have continued
into 2000. Although management is taking decisive action to address this
situation, inefficiencies are expected to continue during the second and third
quarters. Further investments are planned to upgrade the Company's management
information systems.
Management plans ongoing investment in human resources, particularly for new
sales executives and support staff to create long-term growth opportunities, and
believes that these investments combined with the new debt capacity, will
provide future opportunities for continued growth and business expansion.
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 working capital
requirements, future acquisitions, capital expenditure requirements and foreign
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; ability to attract and
retain competent employees; ability to add and retain customers; ability to
integrate and upgrade technology; 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 as well as fluctuations in
interest rates, both on a national and international basis.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's revolving credit facility bears a floating rate of interest, based
on LIBOR rates, plus an applicable spread. The Company had borrowings of $16.4
million from its $30 million revolving credit facility at March 2000.
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.
10
<PAGE>
PART II - OTHER INFORMATION
Responses to Items one through six are omitted since these items are either
inapplicable or the response thereto would be negative.
SIGNATURES
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
- -------------------------------------
Robert B. Ginsburg
President and Chief Executive Officer
/s/ Stephen P. Rolf
- -------------------------------------
Stephen P. Rolf
Chief Financial Officer
Dated: May 12, 2000
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,509
<SECURITIES> 0
<RECEIVABLES> 17,895
<ALLOWANCES> (278)
<INVENTORY> 11,815
<CURRENT-ASSETS> 33,729
<PP&E> 10,494
<DEPRECIATION> (5,568)
<TOTAL-ASSETS> 62,935
<CURRENT-LIABILITIES> 15,392
<BONDS> 0
0
0
<COMMON> 737
<OTHER-SE> 29,708
<TOTAL-LIABILITY-AND-EQUITY> 62,935
<SALES> 25,052
<TOTAL-REVENUES> 25,052
<CGS> 18,616
<TOTAL-COSTS> 18,616
<OTHER-EXPENSES> 4,923
<LOSS-PROVISION> 50
<INTEREST-EXPENSE> 278
<INCOME-PRETAX> 1,185
<INCOME-TAX> 569
<INCOME-CONTINUING> 616
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 616
<EPS-BASIC> 0.08
<EPS-DILUTED> 0.08
</TABLE>
