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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, 2003
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 issuer as specified in its charter)
Pennsylvania 22-1825970
- ------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization) (IRS Employer 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
---------------------- -------------------
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:
12,845,096
Transitional Small Business Disclosure Form (check one):
Yes No X
----------------- ------------------
Item 1. FINANCIAL STATEMENTS
MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands except share and per share data)
March 31, December 31,
ASSETS 2003 2002
-------- --------
Current:
Cash and cash equivalents $ 551 $ 880
Accounts receivable, net of allowance
of $321 and $309, respectively 8,995 8,083
Inventories 4,535 5,723
Prepaid and other current assets 1,143 1,042
-------- --------
Total current assets 15,224 15,728
Investment in affiliates 259 259
Property and equipment, net of accumulated
depreciation of $9,515 and $9,168, respectively 3,689 3,929
Rental assets, net of accumulated depreciation
of $3,359 and $3,200, respectively 2,501 2,535
Goodwill 2,714 2,714
Other assets, net of accumulated amortization
of $1,405 and $1,349, respectively 155 211
Notes receivable 156 233
-------- --------
Total assets $ 24,698 $ 25,609
======== ========
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Current portion of long-term debt $ 95 $ 128
Accounts payable 4,204 4,509
Accrued expenses and other current liabilities 5,454 7,630
-------- --------
Total current liabilities 9,753 12,267
-------- --------
Long-term liabilities:
Long-term debt, net of current portion 5,187 4,000
Deferred income taxes -- --
-------- --------
Total long-term liabilities 5,187 4,000
-------- --------
Total liabilities 14,940 16,267
-------- --------
Commitments and contingencies -- --
Stockholders equity:
Preferred stock, $.10 par - shares authorized
10,000,000; no shares issued or outstanding -- --
Common stock, no par value - shares authorized 50,000,000;
12,993,499 issued at March 31, 2003 and December 31, 2002 -- --
Stock warrants 742 742
Additional paid-in capital 32,951 32,951
Accumulated deficit (23,788) (24,204)
-------- --------
9,905 9,489
Less cost of 148,403 treasury shares (147) (147)
-------- --------
Total stockholders equity 9,758 9,342
-------- --------
Total liabilities and stockholders equity $ 24,698 $ 25,609
======== ========
The accompanying notes and the notes to the financial statements included in the Registrant's
Annual Report and Form 10-K are an integral part of these financial statements.
2
MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands except per share data)
For the three months ended
March 31, 2003 March 31, 2002
-------------- --------------
Net sales $ 17,456 $ 16,795
Cost of sales 13,054 12,631
-------- --------
Gross profit 4,402 4,164
Selling expenses 2,300 2,191
Administrative and general expenses 1,645 1,752
-------- --------
Operating profit 457 221
Other income (expense):
Interest and other income 4 28
Interest expense (45) (115)
Loss from investments in affiliates -- (1,156)
-------- --------
Income (loss) before income taxes
and change in accounting principle 416 (1,022)
Provision for income taxes -- 261
-------- --------
Net income (loss) before
change in accounting principle 416 (1,283)
Cumulative effect of change in accounting
principle, net of tax benefit -- (12,385)
-------- --------
Net income (loss) after
change in accounting principle $ 416 $ (13,668)
======== ========
Net income (loss) per common share:
Before change in accounting principle:
Basic $.03 $(.10)
======== ========
Diluted $.03 $(.09)
======== ========
After change in accounting principle:
Basic $.03 $(1.05)
======== ========
Diluted $.03 $(1.00)
======== ========
The accompanying notes and the notes to the financial statements included in the Registrant's
Annual Report and Form 10-K are an integral part of these financial statements.
3
MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
For the three months ended
March 31, 2003 March 31, 2002
-------------- --------------
Cash flows from operating activities:
Net income (loss) $ 416 $(13,668)
Adjustments to reconcile net income to cash
provided by (used in) operating activities:
Depreciation and amortization 562 636
Loss from investments in affiliates -- 1,156
Cumulative effect of accounting change -- 12,385
Non-cash compensation and other operating items -- 191
Change in operating assets and liabilities:
(Increase) decrease in accounts receivable, net (912) 2,164
Decrease in inventories 1,188 286
(Increase) decrease in prepaid and other assets (101) 87
Decrease in accounts payable, accrued
expenses and other current liabilities (2,481) (1,732)
------- --------
Net cash (used for) provided by operating activities (1,328) 1,505
------- --------
Cash flows from investing activities:
Capital expenditures (232) (366)
------- --------
Net cash used for investing activities (232) (366)
------- --------
Cash flows from financing activities:
Proceeds from (payments for) revolving credit facility, net 1,187 (2,100)
Payments for promissory note (33) (83)
Proceeds from notes receivable 77 --
------- --------
Net cash provided from (used for) financing activities 1,231 (2,183)
------- --------
Decrease in cash and cash equivalents (329) (1,044)
Cash and cash equivalents - beginning of period 880 1,233
------- --------
Cash and cash equivalents - end of period $ 551 $ 189
======= ========
The accompanying notes and the notes to the financial statements included in the Registrant's
Annual Report and Form 10-K are an integral part of these financial statements.
4
MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION:
The consolidated financial statements included herein are unaudited and have
been prepared in accordance with generally accepted accounting principles for
interim financial reporting and Securities and Exchange Commission regulations.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. In the
opinion of management, the financial statements reflect all adjustments (of a
normal and recurring nature), which are necessary to present fairly the
financial position, results of operations and cash flows for the interim
periods. Operating results for the quarter are not necessarily indicative of the
results that may be expected for the full year or for future periods. These
financial statements should be read in conjunction with the Form 10-K for the
year ended December 31, 2002.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results may differ from those estimates.
2. MAJOR CUSTOMERS:
During the first quarter of 2003, one customer accounted for 16% of the
Company's total net sales. During the first quarter of 2002 a different customer
accounted for 15% of the Company's total 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, 2003 March 31, 2002
-------------- --------------
Net income (loss) before change in accounting principle $416 $ (1,283)
==== ========
Net income (loss) after change in accounting principle $416 $(13,668)
==== ========
Weighted average common
shares outstanding used to compute basic net income (loss)
per common share 12,845 12,988
Additional common shares to be issued
assuming the exercise of stock options, net of shares
assumed reacquired -- 731
------ ------
Total shares used to compute diluted
net income (loss) per common share 12,845 13,719
====== ======
Basic net income (loss) per share before change in accounting
principle $.03 $ (.10)
==== ======
Diluted net income (loss) per share after change in accounting
principle $.03 $ (.09)
==== ======
Basic net income (loss) per share after change in accounting
principle $.03 $(1.05)
==== ======
Diluted net income (loss) per share after change in accounting
principle $.03 $(1.00)
==== ======
5
MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Excluded in the computation of diluted income per
common share were options and warrants to purchase 7,373,512 and 561,103 shares
of common stock, which were outstanding at March 31, 2003 and 2002,
respectively, because the option and warrant exercise prices were greater than
the average market price of the common shares.
4. INVENTORIES:
Inventories, as of the respective dates, consists of the following (in
thousands):
March 31, 2003 December 31, 2002
-------------- -----------------
Raw materials $ 404 $ 373
Work in process 2,467 4,400
Finished goods 1,664 950
------ ------
$4,535 $5,723
====== ======
5. INVESTMENTS IN AFFILIATES
The Company recorded an impairment loss of $1.2 million for its investment in a
portable trade show exhibit manufacturer in the first quarter of 2002. No income
tax benefit was recorded in connection with this capital loss.
During the first quarter of 2002 the Company also recorded a valuation allowance
of $191,000 against a deferred tax asset associated with a capital loss, which
resulted from the write-off of an investment in an affiliate located in the
United Kingdom. Management concluded that the Company will most likely not be
able to generate capital gains in the next two years that would be sufficient to
realize the tax benefit from this capital loss.
6. ACCOUNTING CHANGE (ADOPTION OF SFAS NO. 142)
Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), which
eliminates amortization of these assets and requires annual testing for
impairment. The Company's reporting units for purposes of applying the
provisions of SFAS 142 are the DMS Store Fixtures business ("DMS") and the
Sparks Exhibits & Environments businesses ("Sparks"). SFAS 142 requires a
comparison of the reporting unit's fair value, which is determined based on
discounted cash flows, to its carrying value to determine potential impairment.
If the fair value is less than the carrying value, an impairment loss is
recognized. The Company recorded an impairment loss of $12.4 million in the
first quarter of 2002 in connection with the adoption of SFAS 142.
7. RECENTLY ISSUED ACCOUNTING STANDARDS
In May 2002, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 145 "Rescission of FASB Statement
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections
as of April 2002" ("SFAS 145"). SFAS 145, among other things, rescinds various
pronouncements regarding early extinguishment of debt. It allows extraordinary
accounting treatment for early extinguishment of debt only when the provisions
of Accounting Principles Board Opinion No. 30, "Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions", are
met. SFAS 145 provisions regarding early extinguishment of debt are generally
effective for fiscal years beginning after May 15, 2002. The adoption of SFAS
145 is not expected to have a material impact on the Company's financial
position, results of operations or cash flows.
6
MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or Disposal
Activities" ("SFAS 146"). SFAS 146 addresses significant issues regarding the
recognition, measurement, and reporting of costs associated with exit and
disposal activities, including restructuring activities that are currently
accounted for pursuant to the guidance that the Emerging Issues Task Force
("EITF") has set forth in EITF Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS 146 is effective
for exit or disposal activities that are initiated after December 31, 2002. The
Company believes this Statement will not materially affect the Company's
financial position, results of operations or cash flows.
In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46") FIN 46 clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to
certain entities in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. The disclosure requirements of FIN 46 are effective
for financial statements issued after January 31, 2003. The initial recognition
provisions of FIN 46 are applicable immediately to new variable interests in
variable interest entities created after January 31, 2003. For a variable
interest in a variable interest entity created before February 1, 2003, the
initial recognition provisions of FIN 46 are to be implemented no later than the
beginning of the first interim or annual reporting period beginning after June
15, 2003. The Company will continue to evaluate the impact of FIN 46 on its
financial statements.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three months ended March 31, 2003 as compared with three months ended March 31,
2002
Sales
- -----
Three Months Ended
(in thousands)
March 31, 2003 March 31, 2002
-------------- --------------
Trade show exhibits group $14,017 $12,465
Permanent and scenic displays group 3,439 4,330
------- -------
Total sales $17,456 $16,795
======= =======
Total net sales of $17.5 million for the first quarter of 2003 grew 4% from
total net sales for $16.8 million for the first quarter of 2002. This increase
was led by higher sales of trade show exhibits and related services, which grew
12% in the first quarter of 2003 as compared with the same prior year period.
Certain of the company's Fortune 100 customers increased their trade show
budgets in the first quarter of 2003. The 21% decrease in permanent and scenic
displays sales was principally attributable to lower sales of store fixtures,
which decreased 31%, partially offset by higher sales of permanent museum
display sales, which increased 12% in the first quarter of 2003 as compared with
the same prior year period.
Operating Profit
- ----------------
Gross profit, as a percentage of net sales, of 25.2% for the first quarter of
2003 was essentially unchanged from the first quarter of 2002.
Selling expenses of $2.3 million, or 13.2% of net sales, for the first quarter
of 2003 increased slightly from $2.2 million, or 13% of net sales, for the same
prior year period.
Administrative and general expenses were reduced to $1.6 million in the first
quarter of 2003 from $1.8 million in the comparable prior year period. This
reduction was principally attributable to lower amortization expense and cost
reduction initiatives, particularly for the Company's store fixtures business.
Operating profit increased to $457,000 for the first quarter of 2003 from
$221,000 for the same period of 2002 due, in large part, to higher sales volume.
Other Income/(Expense)
- ----------------------
In the first quarter of 2002, management determined that the Company's
investment in a portable tradeshow exhibit manufacturer was not recoverable,
which resulted in an impairment loss of $1.2 million from investments in
affiliates.
Net Income/(Loss) Before Change in Accounting Principle
- -------------------------------------------------------
The Company generated net income before change in accounting principle of $0.4
million in the first quarter of 2003 as compared with a net loss of $1.3 million
in the corresponding period of 2002. The improvement was principally
attributable to higher sales volume in 2003 as well as the impairment loss
incurred in 2002.
8
Provision for Income Taxes
- --------------------------
In the first quarter of 2003, the Company's income tax expense related to the
$0.4 million pre-tax income is deferred and was offset by the deferred tax
benefit previously recorded, for which a valuation allowance was established in
the fourth quarter of 2002.
In the first quarter of 2002, the Company did not recognize an income tax
benefit from the $1.2 million impairment loss from investments in affiliates
because this capital loss was not expected to be offset by capital gains within
the required statutory period. The provision for income taxes of $261,000
recorded in the first quarter of 2002 also included a valuation allowance of
$191,000 related to a 1999 capital loss incurred in connection with the
Company's investment in a United Kingdom affiliate.
Cumulative Effect of Accounting Change
- --------------------------------------
The Company recorded an impairment loss of $12.4 million in the first quarter of
2002 in connection with adoption of Statement of Financial Accounting Standards
No. 142 "Goodwill and Other Intangible Assets."
Backlog
- -------
The Company's backlog of orders was approximately $20 million at March 31, 2003
and $18 million at March 31, 2002.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital increased to $5.5 million at March 31, 2003 from
$3.5 million at December 31, 2002. The increase in working capital was
principally attributable to a $2.2 million reduction in customer deposits
(included in accrued expenses and other current liabilities) primarily related
to projects completed during the first quarter of 2003.
The Company had borrowings of $5.2 million from its Revolving Credit and
Security Agreement (the "Facility") with its bank at March 31, 2003. The
Facility, which expires on May 16, 2004, is collateralized by all of the
Company's assets and bears interest at rates based on the London Inter Bank
Offering Rate (LIBOR), plus 3.25%. The Facility includes certain financial
covenants requiring a minimum tangible net worth and maintenance of certain
financial ratios and restricts the Company's ability to pay dividends. The
Company was in compliance with these financial covenants at March 31, 2003.
Borrowing capacity under this Facility was $8 million at March 31, 2003.
The Company has lease commitments for several facilities under non-cancelable
operating leases. Timing of future lease commitments as well as maturities of
long-term debt are as follows:
(in thousands)
2003 2004 2005 2006 2007 After 2007
---- ---- ---- ---- ---- ----------
Lease commitments $1,650 $1,977 $1,918 $1,804 $1,027 $8,770
Debt maturities 95 5,187 -- -- -- --
The Company leases a facility from a partnership controlled by two shareholders
of the Company. This lease, which expires on May 14, 2019, requires minimum
annual rent of $771,000 at a fixed rate for the first 10 years, and the Company
is responsible for taxes, insurance and other operating expenses. The Company
has the option to terminate this lease in 2009.
9
OUTLOOK
The Company expects sales for 2003 to be below those in 2002. In view of current
economic conditions, the Company expects its trade show exhibit client base of
Fortune 1000 companies to closely manage marketing expense budgets, which would
inhibit trade show exhibit sales and profit margins. The Company continues to
explore new sales opportunities while pursuing operating efficiency improvements
and cost reduction initiatives to mitigate the impact of lower sales volume.
RECENT DEVELOPMENTS
The Company and Redwood Acquisition Corp. entered into a merger agreement in
February 2003 pursuant to which all of the outstanding shares of common stock of
the Company (other than the shares held by approximately eight shareholders)
would be converted into the right to receive $0.30 per share. These eight
shareholders (which includes all of the Company's executive officers other than
its Chief Financial Officer) control approximately 50% of the Company's common
stock and will own the Company if the merger is completed. The completion of the
merger is subject to the satisfaction of certain conditions, including obtaining
the vote of a majority of the votes cast by all of the Company's shareholders
entitled to vote on the merger agreement at a meeting at which a quorum is
present. EOS Partners and SG Capital Partners issued a press release on April 8,
2003 with regard to their proposed acquisition of the Company at a price of $
..375 per share. EOS' and SG's prior correspondence with the Company indicated
their proposal was non-binding and subject to their conducting due diligence and
certain other conditions listed by them. Notwithstanding the conditional nature
of their proposal, the Company has signed a confidentiality agreement with them,
has provided due diligence materials to them and has requested EOS and SG to
provide a firm acquisition offer and form of acquisition agreement if they
intend to proceed, to disclose their plans for the Company's employees,
suppliers and customers in view of their ownership of a competitor, to
demonstrate their ability to obtain shareholder approval in view of Redwood's
control of approximately 50% of the Company's voting shares, and to reimburse
the Company for certain expenses if their proposed transaction does not close.
No assurance can be given that a merger or acquisition of the Company involving
Redwood or any other party will be completed. The Company does not undertake to
update the information set forth above with respect to EOS' and SG's proposal to
acquirer the Company.
RECENTLY ISSUED ACCOUNTING STANDARDS
In May 2002, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 145 "Rescission of FASB Statement
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections
as of April 2002" ("SFAS 145"). SFAS 145, among other things, rescinds various
pronouncements regarding early extinguishment of debt. It allows extraordinary
accounting treatment for early extinguishment of debt only when the provisions
of Accounting Principles Board Opinion No. 30, "Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions", are
met. SFAS 145 provisions regarding early extinguishment of debt are generally
effective for fiscal years beginning after May 15, 2002. The adoption of SFAS
145 is not expected to have a material impact on the Company's financial
position, results of operations or cash flows.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or Disposal
Activities" ("SFAS 146"). SFAS 146 addresses significant issues regarding the
recognition, measurement, and reporting of costs associated with exit and
disposal activities, including restructuring activities that are currently
accounted for pursuant to the guidance that the Emerging Issues Task Force
(EITF) has set forth in EITF Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)." SFAS 146 is effective for exit or
disposal activities that are initiated after December 31, 2002. The Company
believes this Statement will not materially affect the Company's financial
position, results of operations or cash flows.
10
In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46") FIN 46 clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to
certain entities in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. The disclosure requirements of FIN 46 are effective
for financial statements issued after January 31, 2003. The initial recognition
provisions of FIN 46 are applicable immediately to new variable interests in
variable interest entities created after January 31, 2003. For a variable
interest in a variable interest entity created before February 1, 2003, the
initial recognition provisions of FIN 46 are to be implemented no later than the
beginning of the first interim or annual reporting period beginning after June
15, 2003. The Company will continue to evaluate the impact of FIN 46 on its
financial statements.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. When used in this report, the
words "intends," "believes," "plans," "expects," "anticipates," "probable,"
"could" and similar words are used to identify these forward looking statements.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, there are certain important factors that could
cause the Company's actual results to differ materially from those included in
such forward-looking statements. Some of the important factors which could cause
actual results to differ materially from those projected include, but are not
limited to: the Company's ability to continue to identify and enter new markets
and expand existing business; continued availability of financing to provide
additional sources of funding for capital expenditures, working capital and
investments; the effects of competition on products and pricing; growth and
acceptance of new product lines through the Company's sales and marketing
programs; changes in material and labor prices from suppliers; changes in
customers' financial condition; the Company's ability to attract and retain
competent employees; the Company's ability to add and retain customers; changes
in sales mix; the Company's ability to integrate and upgrade technology;
uncertainties regarding accidents or litigation which may arise; the financial
impact of facilities consolidations; uncertainties about the impact of the war
in Iraq and the threat of future terrorist attacks on business travel and
related trade show attendance; and the effects of, and changes in the economy,
monetary and fiscal policies, laws and regulations, inflation and monetary
fluctuations as well as fluctuations in interest rates, both on a national and
international basis.
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 $5.2
million from its revolving credit facility at March 31, 2003.
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
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures
The Company established a Disclosure Committee chaired by the
Company's Chief Financial Officer and comprised of managers
representing the Company's major areas, including financial reporting
and control, sales, operations and information technology. This
Committee carried out an evaluation of the effectiveness and operation
of the Company's disclosure controls and procedures, and established
ongoing procedures to monitor and evaluate these controls and
procedures in the future. Based upon that evaluation, within the 90
days prior to the date of this report, the Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective in alerting them on a timely
basis to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company's
periodic SEC filings.
(b) Changes in internal controls
There were no significant changes in the Company's internal controls
or in other factors that would significantly affect these controls
subsequent to the date of their evaluation.
PART II - OTHER INFORMATION
- ---------------------------
Responses to Items one through six are omitted since these items are either
inapplicable or the response thereto would be negative.
12
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MARLTON TECHNOLOGIES, INC.
Robert B. Ginsburg
- -------------------------------------
Robert B. Ginsburg
President and Chief Executive Officer
Stephen P. Rolf
- -------------------------------------
Stephen P. Rolf
Chief Financial Officer
Dated: May 14, 2003
13
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
---------------------------------------------
In connection with the Quarterly Report of Marlton Technologies, Inc. (the
"Company") on Form 10-Q for the period ending March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), Robert B.
Ginsburg, Chief Executive Officer of the Company, and Stephen P. Rolf, Chief
Financial Officer of the Company, each certify, pursuant to 18 U.S.C. ss. 1350,
as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, based on their
knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.
Robert B. Ginsburg Stephen P. Rolf
- ----------------------- -------------------
Robert B. Ginsburg Stephen P. Rolf
Chief Executive Officer Chief Financial Officer
May 14, 2003 May 14, 2003
14
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(1) I, Robert B. Ginsburg, certify that I have reviewed this quarterly report
on Form 10-Q for Marlton Technologies, Inc.;
(2) Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
(4) The registrants' other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
(5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
(6) The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
May 14, 2003
Robert B. Ginsburg
-----------------------
Robert B. Ginsburg
Chief Executive Officer
15
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(1) I, Stephen P. Rolf, certify that I have reviewed this quarterly report on
Form 10-Q for Marlton Technologies, Inc.;
(2) Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
(4) The registrants' other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
(5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
(6) The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
May 14, 2003
Stephen P. Rolf
-----------------------
Stephen P. Rolf
Chief Financial Officer
16