UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
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OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
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OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to_______
Commission file number 1-7708
MARLTON TECHNOLOGIES, INC.
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(Exact name of issuer as specified in its charter)
Pennsylvania 22-1825970
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(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 _______
Indicate by check mark whether the issuer is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act). Yes ______ No X
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 stock as of the last
practicable date: 12,844,696
Item 1. FINANCIAL STATEMENTS
MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands except share and per share data)
June 30, December 31,
ASSETS 2004 2003
--------- -----------
Current:
Cash and cash equivalents $ 486 $ 241
Accounts receivable, net of allowance
of $576 and $415, respectively 15,012 7,824
Inventories 6,572 6,272
Prepaid and other current assets 1,112 1,191
------ ------
Total current assets 23,182 15,528
Property and equipment, net of accumulated
depreciation of $10,787 and $10,106, respectively 2,753 3,240
Rental assets, net of accumulated depreciation
of $4,014 and $3,672, respectively 2,724 2,789
Goodwill 2,714 2,714
Other assets, net of accumulated amortization
of $1,709 and $1,603, respectively 328 388
Notes receivable 119 159
------ ------
Total assets $ 31,820 $ 24,818
====== ======
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Current portion of long-term debt $ 89 $ 89
Accounts payable 7,675 6,363
Accrued expenses and other current liabilities 5,761 6,080
------ ------
Total current liabilities 13,525 12,532
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Long-term liabilities:
Long-term debt, net of current portion 9,743 5,146
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Total long-term liabilities 9,743 5,146
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Total liabilities 23,268 17,678
------ ------
Commitments and contingencies -- --
Stockholders equity:
Preferred stock, no par value - shares authorized
10,000,000; no shares issued or outstanding -- --
Common stock, no par value - shares authorized 50,000,000;
12,844,696 outstanding at June 30, 2004 and December 31, 2003 -- --
Stock warrants 742 742
Additional paid-in capital 32,951 32,951
Accumulated deficit (24,993) (26,405)
------ ------
8,700 7,288
Less cost of 148,803 treasury shares (148) (148)
------ ------
Total stockholders equity 8,552 7,140
------ ------
Total liabilities and stockholders equity $ 31,820 $ 24,818
====== ======
The accompanying notes and the notes to the consolidated financial
statements included in the Registrant's Annual Report on 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 For the six months ended
June 30, 2004 June 30, 2003 June 30, 2004 June 30, 2003
------------- ------------- ------------- -------------
Sales $ 20,556 $ 19,864 $ 39,105 $ 37,321
Cost of sales 16,301 15,257 30,112 28,311
------ ------ ------ ------
Gross profit 4,255 4,607 8,993 9,010
Selling 1,938 2,236 4,155 4,536
Administrative and general 1,676 2,016 3,201 3,661
----- ----- ----- -----
Operating profit 641 355 1,637 813
Other income (expense):
Interest income and other income - 5 - 9
Interest expense (134) (65) (225) (111)
----- ----- ----- -----
Income before income taxes 507 295 1,412 711
Provision for income taxes - - - -
----- ----- ----- -----
Net income 507 295 1,412 711
===== ===== ===== =====
Net income per common share:
Basic $ 0.04 $ 0.02 $ 0.11 $ 0.06
===== ===== ===== =====
Diluted $ 0.04 $ 0.02 $ 0.10 $ 0.06
===== ===== ===== =====
The accompanying notes and the notes in the consolidated financial
statements included in the Registrant's Annual Report on 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 six months ended June 30,
2004 2003
---- ----
Cash flows from operating activities:
Net income $ 1,412 $ 711
Adjustments to reconcile net income to cash
provided by (used in) operating activities:
Depreciation and amortization 1,129 1,040
Change in assets and liabilities:
Increase in accounts receivable, net (7,188) (2,566)
(Increase) decrease in inventories (300) 477
(Increase) decrease in prepaid and other current assets 79 (343)
Increase in accounts payable, accrued expenses
and other current liabilities 993 902
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Net cash provided by (used in) operating activities (3,875) 221
----- -----
Cash flows from investing activities:
Capital expenditures (472) (465)
Proceeds from note receivable 40 89
Proceeds from affiliate 88 -
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Net cash used in investing activities (344) (376)
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Cash flows from financing activities:
Proceeds from revolving credit facility, net 4,582 500
Payments for acquisition obligation (22) -
Payments for leasehold improvement obligation (22) -
Proceeds from capital lease obligation 59 -
Payments for loan origination fees (133) -
Payments for promissory note - (93)
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Net cash provided by financing activities 4,464 407
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Increase in cash and cash equivalents 245 252
Cash and cash equivalents - beginning of period 241 880
----- -----
Cash and cash equivalents - end of period $ 486 $ 1,132
===== =====
The accompanying notes and the notes in the consolidated financial
statements included in the Registrant's Annual Report on 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 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 and sixth month periods 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, 2003.
2. MAJOR CUSTOMERS AND CONCENTRATIONS:
During the first six months of 2004, no customer accounted for over 10% of the
Company's total sales. During the first six months of 2003, one customer
accounted for 15.6% of the Company's total sales. Two customers accounted for
31% of total accounts receivable at June 30, 2004.
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 Six months ended
------------------ -----------------
June 30, June 30, June 30, June 30,
-------- -------- -------- --------
2004 2003 2004 2003
---- ---- ---- ----
Net income $507 $ 295 $ 1,412 $ 711
==== ==== ===== =====
Weighted average common
shares outstanding used to compute
basic net income per common share 12,845 12,846 12,845 12,846
Additional common shares to be issued
assuming the exercise of stock options,
net of shares assumed reacquired 1,363 -- 1,363 --
----- ------ ------ ------
Total shares used to compute diluted
net income per common share 14,208 12,846 14,208 12,846
====== ====== ====== ======
Basic net income per share $.04 $.02 $.11 $.06
====== ====== ====== ======
Diluted net income per share $.04 $.02 $.10 $.06
5
Excluded in the computation of diluted income per common share were outstanding
options and warrants to purchase 233,336 shares of common stock at June 30, 2004
and 7,373,512 shares of common stock at June 30, 2003 because the option and
warrant exercise prices were greater than the market price of the common shares.
4. INVENTORIES:
Inventories, as of the respective dates, consist of the following (in
thousands):
June 30, 2004 December 31, 2003
------------- -----------------
Raw materials $467 $ 467
Work in process 3,353 3,579
Finished goods 2,752 2,226
$6,572 $6,272
5
5. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 146, "Accounting for Exit or
Disposal Activities" ("SFAS 146"). Statement of Financial Accounting Standards
("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)." Effective in the first quarter of 2003, the
Company adopted the provisions of SFAS 146. This new accounting principle had an
impact on the timing and recognition of costs associated with the Company's
relocation and consolidation of its West Coast operations during the second half
of 2003 and in the second quarter of 2004.
6. STOCK-BASED COMPENSATION
The Company accounts for grants of stock options under its stock option plans
based on the recognition and measurement principles of APB Opinion No. 25 and
related Interpretations. The following table illustrates the effect on net
income and earnings per share if the Company had applied the fair value
recognition provisions of FASB Statement No. 123 to stock-based employee
compensation (in thousands except per share data):
For the three months ended For the six months ended
June 30, 2004 June 30, 2003 June 30, 2004 June 30, 2003
------------- ------------- ------------- -------------
Net Income, as reported $ 507 $ 295 $1,412 $711
Deduct: Total stock-based employee
compensation expense determined under fair
value based method, net of tax (21) (15) (35) (29)
Pro forma net income $ 486 $ 280 $1,377 $682
Earnings per share:
Basic:
As Reported $0.04 $0.02 $ 0.11 $0.06
Pro forma $0.04 $0.02 $ 0.11 $0.05
Diluted:
As Reported $0.04 $0.02 $ 0.10 $0.06
Pro forma $0.03 $0.02 $ 0.10 $0.05
The fair value of each option grant is estimated on the date of the grant using
the Black-Scholesl option pricing model.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
For the three and six month periods ended June 30, 2004 and 2003.
Sales
- -----
Three Months Ended
(In thousands)
June 30, 2004 June 30, 2003 % Inc. ( Dec.)
------------- ------------- -------------
Trade show exhibits group $13,492 $11,683 15.5%
Permanent and scenic displays group 7,064 8,181 (13.7)
------ ------ ----
Total sales $20,556 $19,864 3.5%
====== ====== ====
Six Months Ended
(In thousands)
June 30, 2004 June 30, 2003 % Increase
------------- ------------- -----------
Trade show exhibits group $26,701 $25,701 3.9%
Permanent and scenic displays group 12,404 11,620 6.7
------ ------ ---
Total sales $39,105 $37,321 4.8%
====== ====== ===
Total net sales of $20.6 million for the second quarter of 2004 increased 3.5%
from the second quarter of 2003, and total net sales $39.1 million for the first
six months of 2004 increased 4.8% from the same prior year period. The second
quarter increase was principally attributable to higher sales of trade show
exhibits and related services, which increased 15.5% from comparable sales for
the second quarter of 2003. New customers and higher sales to several existing
customers contributed to the second quarter trade show exhibits sales increase.
Sales of permanent and scenic displays decreased 13.7% in the second quarter of
2004 from the same 2003 period primarily due to lower sales of permanent museum
displays. The sales increase for the first six months of 2004 was comprised of a
3.9% increase in sales of trade show exhibits and related services and a 6.7%
increase in sales of permanent and scenic displays. The increase for trade show
exhibits was largely the result of the same factors discussed for the second
quarter and the increase for permanent and scenic displays was primarily due to
higher sales of store fixtures to new customers.
Gross Profit
Gross profit, as a percentage of net sales, decreased to 20.7% in the second
quarter of 2004 and to 23% for the first six months of 2004 from 23.2% and 24.1%
in the respective prior year periods. These decreases were due, in large part,
to additional lease expense of $0.2 million accrued in the second quarter of
2004 in connection with the Company's consolidation of its West Coast operations
initiated during the second half of 2003. The lease obligation for the remaining
portion of the Company's vacated San Diego area facility was terminated on June
30, 2004. The additional expense recorded in the second quarter of 2004
reflected costs associated with this lease termination.
Selling Expenses
Selling expenses decreased $0.3 million in the second quarter of 2004 and $0.4
million for the first half of 2004 from the corresponding prior year periods. As
7
a percentage of net sales, these expenses decreased to 9.4% and 10.6% in the
second quarter and first half periods of 2004, respectively, from 11.3% and
12.2% for the same 2003 periods. These decreases were largely the result of cost
reduction initiatives implemented during the second half of 2003, which were
realized during 2004.
Administrative and General Expenses
Administrative and general expenses were reduced $0.3 million in the second
quarter of 2004 and $0.5 million in the first half of 2004 from the expense
levels for the comparable periods of 2003. These reductions were principally
attributable to cost reduction initiatives implemented for the Company's trade
show exhibit businesses.
Operating Profit
Operating profit increased to $0.6 million and $1.6 million for the second
quarter and first half of 2004, respectively, from $0.4 million and $0.8 million
for the respective prior year periods. These improvements were principally
attributable to cost reduction initiatives.
Other Income/(Expense)
Interest expense increased to $134,000 in the second quarter of 2004 from
$65,000 in the same 2003 period and to $225,000 for the first six months of 2004
from $111,000 for the first half of 2003. These increases were primarily due to
higher borrowing from the Company's revolving credit facility largely as a
result of financing higher accounts receivable and to higher interest rates on
the Company's new credit facility discussed below.
Provision for Income Taxes
In the fourth quarter of 2002, the Company established a valuation allowance for
deferred income tax assets related to net operating loss carry forwards. As a
result, the Company did not record a provision for income taxes in 2004 or 2003.
Net Income
The Company generated net income of $0.5 million ($.04 per fully diluted share)
in the second quarter and $1.4 million ($.10 per fully diluted share) in the
first half of 2004 as compared with $0.3 million ($.02 per fully diluted share)
and $0.7 million ($.06 per fully diluted share) for the comparable 2003 periods.
These improvements were principally attributable to higher sales volume and cost
reduction initiatives.
Backlog
The Company's backlog of orders was approximately $18 million at June 30, 2004
and June 30, 2003.
LIQUIDITY AND CAPITAL RESOURCES
On February 6, 2004, the Company replaced its $8 million revolving credit
facility with a new credit facility provided by a commercial asset-based lender.
The new credit facility, which expires on February 6, 2007, provides for
borrowing capacity of up to $12 million based on a percentage of eligible
accounts receivable and inventories. This new facility bears interest based on
the 30-day dealer placed commercial paper rate plus 4.50% (effective rate of
8
5.5% at June 30, 2004), restricts the Company's ability to pay dividends, and
includes certain financial covenants (fixed charge coverage ratio and maximum
capital expenditure amount of $1 million in 2004 and $1.25 million in 2005 and
in 2006). The Company's borrowing capacity was $11.6 million at June 30, 2004.
Proceeds from this credit facility are used primarily for working capital and
other capital purposes.
The Company's working capital increased to $9.7 million at June 30, 2004 from $3
million at December 31, 2003, largely due to a $7.2 million increase in accounts
receivable. The increase in accounts receivable was principally attributable to
higher sales near the end of the second quarter of 2004 as compared with sales
in the fourth quarter of 2003 as well as slower payment schedules from several
of the Company's Fortune 1000 clients. The increase in accounts receivable also
led to a portion of the increase in long-term debt to $9.7 million at June 30,
2004 from $5.1 million at December 31, 2003.
The Company has lease commitments for certain facilities under non-cancelable
operating leases. Timing of future lease commitments as well as maturities of
long-term debt are as follows:
Payment due by period
---------------------
Less than 1 2005 to 2008 to After
Contractual Obligations Total Year -2004 2007 2010 2010
----------------------- ----- ---------- ------- -------- -----
Long-Term Debt Obligations $ 9,773 $ 76 $9,697 $-- $--
Capital Lease Obligations 59 13 46 -- --
Operating Lease Obligations 6,605 993 4,480 1,133
Purchase Obligations -- -- -- -- --
Other Long-Term Liabilities
Reflected on the Registrant's
Balance Sheet Under GAAP -- -- -- -- --
------ ----- ------ ----- -----
Total $16,437 $1,082 $14,223 $1,133 $ --
====== ===== ====== ===== =====
The Company leases a facility from a partnership controlled by two shareholders
of the Company. This lease, which expires on May 14, 2019, contains an option
for the Company to terminate after 10 years (May 14, 2009) subject to the
landlord's ability to relet the premises. The minimum annual rent is $771,000
through May 14, 2009 and $857,173 through May 14, 2019 (not included in the
table above). The Company is also responsible for taxes, insurance and other
operating expenses for this facility.
The Company jointly leases a 31,000 square foot facility with International Expo
Services ("IES"), in which the Company holds a minority interest. The annual
lease commitment for this facility is $214,000 through September 22, 2007, which
is not included with the above future operating lease commitments. Payments in
connection with this lease are made by IES.
OUTLOOK
The Company expects sales volume in 2004 to approximate the 2003 sales level.
The Company's trade show exhibit and retail chain client base of Fortune 1000
companies is expected to continue to closely manage their marketing and capital
budgets, which would inhibit the Company's sales and margin growth. The Company
continues to explore new sales opportunities while pursuing operating efficiency
improvements and cost reduction initiatives to mitigate the impact of its
clients' tight budget management.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 146, "Accounting for Exit or
Disposal Activities" ("SFAS 146"). Statement of Financial Accounting Standards
("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
9
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)." Effective in the first quarter of 2003, the
Company adopted the provisions of SFAS 146. This new accounting principle had an
impact on the timing and recognition of costs associated with the Company's
relocation and consolidation of its West Coast operations during the second half
of 2003 and in the second quarter of 2004.
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
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 the 30-day dealer placed commercial paper rate plus 4.50%. The Company had
borrowings of $9.5 million from its revolving credit facility at June 30, 2004.
Fluctuations in foreign currency exchange rates do not significantly affect the
Company's financial position and results of operations.
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.
10
(b) Changes in internal controls
There were no changes in the Company's internal controls over
financial reporting identified in connection with the Item 4 (a)
evaluation that occurred during the last fiscal quarter that has
materially affected, or is reasonably likely to materially affect,
the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
Responses to Items 1, 2, 3 and 5 are omitted since these items are either
inapplicable or the response thereto would be negative.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Shareholders was held on June 17, 2004. The
following were elected as directors of the Company:
Name Votes For Votes Withheld
Jeffrey K. Harrow 9,740,158 99,770
Scott J. Tarte 9,740,158 99,770
A.J. Agarwal 9,740,158 99,770
Washburn Oberwager 9,740,158 99,770
Richard Vague 9,740,158 99,770
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit Page
------- ----
10(a) Sixth Amendment to, and Partial Termination of, Lease Agreement
for premises located at 2025 Gillespie Way, El Cajon, CA 90202 13
10(b) Seventh Amendment to, and Complete Termination of, Lease Agreement
for premises located at 2025 Gillespie Way, El Cajon, CA 90202 18
10(c) Option Agreement dated May 13, 2004 with Stephen P. Rolf* 24
31(a) Rule 13a - 14(a) / 15(d) - 14 (a) Certification, Chief Executive
Officer 26
31(b) Rule 13a - 14(a) / 15(d) - 14 (a) Certification, Chief Financial
Officer 27
32 Section 1350 Certifications
28
* Management Contract or Compensatory Plan or Arrangement
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Company during the second
quarter of 2004.
11
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.
By: /s/ Robert B. Ginsburg
------------------
Robert B. Ginsburg
President and Chief Executive Officer
By: /s/ Stephen P. Rolf
---------------
Stephen P. Rolf
Chief Financial Officer
Dated: August 5, 2004
12