<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended October 31, 1996 Commission file number 001-07763
MET-PRO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-1683282
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
160 Cassell Road, Box 144
Harleysville, Pennsylvania 19438
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 723-6751
Indicate by check mark whether the Registrant (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 and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
The number of shares outstanding of the Registrant's common stock (par
value $0.10 per share) is 7,085,411 (as of October 31, 1996).
================================================================================
<PAGE>
MET-PRO CORPORATION
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed consolidated balance sheet as of
October 31, 1996 and January 31, 1996.......................... 2
Condensed consolidated statement of operations for the three-month
and nine-month periods ended October 31, 1996 and 1995 ........ 3
Condensed consolidated statement of cash flows for the nine-month
period ended October 31, 1996 and 1995......................... 4
Notes to condensed consolidated financial statements ................... 5
Report on Review by Independent Accountants............................. 7
Item 2. Management's discussion and analysis of financial condition
and results of operations..................................... 8
PART II - OTHER INFORMATION
Item 6(b). Reports on Form 8-K............................................ 11
SIGNATURES................................................................... 11
-1-
<PAGE>
MET-PRO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(unaudited)
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
October 31, January 31,
ASSETS 1996 1996
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 8,171,613 $ 7,415,375
Accounts receivable, net of allowance for doubtful
accounts of approximately $264,000 and
$195,000, respectively 10,751,621 8,941,157
Notes receivable-ESOT 400,000 400,000
Inventories 12,271,219 10,302,844
Prepaid expenses, deposits and other current assets 531,387 559,238
Deferred income taxes 668,547 649,947
- -----------------------------------------------------------------------------------------------------------------------
Total current assets 32,794,387 28,268,561
Property, plant and equipment, net 15,481,086 14,433,565
Costs in excess of net assets of businesses acquired, net 7,542,494 3,725,118
Other assets 1,582,505 1,199,343
- -----------------------------------------------------------------------------------------------------------------------
Total assets $ 57,400,472 $ 47,626,587
=======================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
- -----------------------------------------------------------------------------------------------------------------------
Current liabilities
Current portion of long-term debt $ 1,658,304 $ 1,178,177
Accounts payable 2,509,844 2,307,034
Accrued salaries, wages and expenses 8,395,954 6,347,912
Payroll and other taxes payable 20,284 5,974
Customers' advances 758,992 411,409
- -----------------------------------------------------------------------------------------------------------------------
Total current liabilities 13,343,378 10,250,506
Long-term debt 4,082,215 1,692,962
Other non-current liabilities 166,378 101,345
Deferred income taxes 630,904 569,196
- -----------------------------------------------------------------------------------------------------------------------
Total liabilities 18,222,875 12,614,009
- -----------------------------------------------------------------------------------------------------------------------
Stockholders' equity
Common stock, $.10 par value; 10,000,000 shares authorized,
7,138,625 and 4,759,221 shares issued, respectively, of
which 53,214 and 121,531 shares, respectively, were
reacquired and held in treasury 713,863 475,922
Additional paid-in capital 7,997,452 7,442,810
Retained earnings 30,817,079 28,142,539
Cumulative translation adjustment 172,754 209,333
Treasury stock, at cost ( 523,551) ( 1,258,026)
- -----------------------------------------------------------------------------------------------------------------------
Net stockholders' equity 39,177,597 35,012,578
- -----------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 57,400,472 $ 47,626,587
=======================================================================================================================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-2-
<PAGE>
MET-PRO CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
October 31, October 31,
1996 1995 1996 1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $44,747,320 $40,836,917 $16,255,744 $14,089,960
Cost of goods sold 29,340,193 26,918,546 10,824,634 9,263,674
- ---------------------------------------------------------------------------------------------------------------------------------
Gross profit 15,407,127 13,918,371 5,431,110 4,826,286
- ---------------------------------------------------------------------------------------------------------------------------------
Operating expenses
Selling 3,751,998 3,500,128 1,245,748 1,196,512
General and administrative 5,025,147 4,879,692 2,073,969 1,627,318
- ---------------------------------------------------------------------------------------------------------------------------------
8,777,145 8,379,820 3,319,717 2,823,830
- ---------------------------------------------------------------------------------------------------------------------------------
Income from operations 6,629,982 5,538,551 2,111,393 2,002,456
Other income, net 718,545 390,918 479,352 129,201
- ---------------------------------------------------------------------------------------------------------------------------------
Income before taxes on income 7,348,527 5,929,469 2,590,745 2,131,657
Provision for taxes on income 2,902,667 2,401,438 1,023,343 863,326
- ---------------------------------------------------------------------------------------------------------------------------------
Net income $ 4,445,860 $ 3,528,031 $ 1,567,402 $ 1,268,331
=================================================================================================================================
Earnings per share, primary and fully diluted (1) $ .63 $ .50 $ .22 $ .18
Cash dividend per share - declared (2) $ .33 $ .30 $ -- $ --
Cash dividend per share - paid (2) $ .33 $ .30 $ -- $ --
=================================================================================================================================
</TABLE>
(1) Based on weighted average number of common stock and common stock
equivalents outstanding during each nine-month period (adjusted for
the 3-for-2 stock splits completed on July 8, 1996 and May 12, 1995).
The weighted average number of common shares outstanding was 7,068,753
and 7,058,370 in the nine-month periods ended October 31, 1996 and
1995, respectively, and 7,133,756 and 7,029,166 in the three-month
periods ended October 31, 1996 and 1995, respectively. On June 5, 1996
the Company declared a 3-for-2 stock split payable July 8, 1996 to
stockholders of record on June 17, 1996.
(2) The Company also declared a 3-for-2 stock split and a cash dividend of
$.30 per share, both of which were paid on May 12, 1995 to
stockholders of record on April 7, 1995. The cash dividend was paid on
all outstanding shares, including those issued as a result of the
stock split. The Company also declared a cash dividend of $.33 per
share on February 26, 1996 payable on April 26, 1996 to shareholders
of record on April 12, 1996.
See accompanying notes to condensed consolidated financial statements.
-3-
<PAGE>
MET-PRO CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
October 31,
1996 1995
- ---------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<S> <C> <C>
Net cash provided by operating activities $ 5,259,664 $ 4,570,266
- ---------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities
Proceeds from sale of property and equipment 1,147,183 --
Acquisitions of property and equipment ( 1,526,928) ( 1,454,864)
Payment for purchase of Strobic Air Corporation,
net of cash acquired ( 3,529,338) --
- ---------------------------------------------------------------------------------------------------------------------
Net cash (used in) investing activities ( 3,909,083) ( 1,454,864)
- ---------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities
Proceeds from new borrowings 3,500,000 --
Reduction of debt ( 1,447,645) ( 883,597)
Exercise of stock options 235,838 299,990
Payment of dividends ( 1,530,693) ( 1,411,308)
Purchase of treasury shares ( 1,346,747) ( 589,748)
Cash in lieu of fractional shares ( 2,685) --
- ---------------------------------------------------------------------------------------------------------------------
Net cash (used in) financing activities ( 591,932) ( 2,584,663)
- ---------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash ( 2,411) 15,866
- ---------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 756,238 546,605
Cash and cash equivalents at February 1 7,415,375 6,648,380
- ---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at October 31 $ 8,171,613 $ 7,194,985
=====================================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 128,503 $ 203,893
Income taxes $ 2,719,529 $ 2,235,889
======================================================================================================================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-4-
<PAGE>
MET-PRO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements include Met-Pro Corporation and
its wholly-owned subsidiaries, Strobic Air Corporation, Mefiag B.V. and Mefiag
of Puerto Rico, Inc. All significant intercompany accounts and transactions have
been eliminated in consolidation.
NOTE 2 - ACQUISITION OF BUSINESS
On September 12, 1996, the Company acquired the stock of Strobic Air
Corporation, which was effective August 1, 1996, for 195,920 shares of common
stock and $3,529,338 in cash. The condensed consolidated statement of operations
for the three-month and nine-month periods ended October 31, 1996, therefore,
includes the operations of Strobic Air Corporation for the periods since the
acquisition.
On a pro-forma basis, results of operations for the nine-month period ended
October 31, 1996 and 1995 would have been as follows, if the acquisition had
been made as of February 1, 1995:
Nine Months Ended
October 31,
1996 1995
- --------------------------------------------------------------------------------
Net sales $47,954,457 $44,694,019
Income before taxes on income 7,599,951 6,176,118
Net income 4,564,341 3,655,181
Earnings per share $ .65 $ .52
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<PAGE>
MET-PRO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments necessary to present fairly the
financial position as of October 31, 1996 and the results of operations for the
three-month and nine-month periods ended October 31, 1996 and 1995 and the
statement of cash flows for the nine-month periods then ended. The results of
operations for the three-month and nine-month periods ended October 31, 1996 are
not necessarily indicative of the results to be expected for the full year.
Margolis & Company P.C., the Company's auditors, has performed a limited review
of the financial information included herein. Their report on such review
accompanies this filing.
NOTE 4 - INVENTORIES
Inventories were comprised of the following:
October 31, January 31,
1996 1996
------------- -------------
Raw material $ 5,094,205 $ 4,277,065
Work in progress 2,445,974 2,053,626
Finished goods 4,731,040 3,972,153
----------- -----------
$12,271,219 $10,302,844
=========== ===========
-6-
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Met-Pro Corporation and its Wholly-Owned Subsidiaries
Harleysville, Pennsylvania
We have reviewed the accompanying condensed consolidated balance sheet of
Met-Pro Corporation and its Wholly-Owned Subsidiaries as of October 31, 1996 and
the related condensed consolidated statements of operations for the three-month
and nine-month periods ended October 31, 1996 and 1995 and cash flows for the
nine-month periods ended October 31, 1996 and 1995. These financial statements
are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements for them
to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of January 31, 1996 and the related statements
of operations, stockholders equity, and cash flows for the year then ended (not
presented herein); and in our report dated February 19, 1996, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet
as of January 31, 1996 is fairly stated, in all material respects, in relation
to the balance sheet from which it has been derived.
Certified Public Accountants
Bala Cynwyd, Pennsylvania
November 25, 1996
-7-
<PAGE>
MET-PRO CORPORATION
Item 2. Management's Discussion and Analysis of the Financial Condition and
Results of Operations
Results of Operations:
Net sales for the nine-month period ended October 31, 1996 were $44,747,320
compared to $40,836,917 for the nine-month period ended October 31, 1995, an
increase of $3,910,403 or 9.6%. This increase was due to higher sales in both
the Fluid Handling and the Pollution Control Systems and Allied Equipment
segments of the business and the impact of the Strobic Air Corporation
acquisition which was effective August 1, 1996. The backlog at October 31, 1996
was 46.5% higher compared to the backlog at the beginning of the fiscal year.
Bookings of new orders were 10.4% higher for the nine-month period ended October
31, 1996 than for the nine-month period ended October 31, 1995. The length of
time required to design, engineer, manufacture and ship product, especially in
the Pollution Control Systems and Allied Equipment segment of our business,
combined with contract requirements, will cause shipments to vary from quarter
to quarter.
Net income for the nine-month period ended October 31, 1996 was $4,445,860
compared to $3,528,031 for the nine-month period ended October 31, 1995, an
increase of $917,829 or 26.0%. The increase in net income is related to
increased sales of $3,910,403 for the nine-month period ended October 31, 1996,
the improvement in gross margin to 34.4% and the impact of the Strobic Air
Corporation acquisition which was effective August 1, 1996.
The gross margin for the nine-month period ended October 31, 1996 was 34.4%
compared to 34.1% for the same period last year. The improvement in the gross
margin can be attributed to better capacity utilization, product mix and
production efficiencies in both business segments.
Selling expense increased $251,870 during the nine-month period ended October
31, 1996 compared to the same period last year. This is due to increased
staffing levels required to position our diversified businesses for future
growth, plus the impact of the Strobic Air Corporation acquisition. Selling
expense as a percentage of sales was 8.4% for the nine-month period ended
October 31, 1996, compared to 8.6% for the nine-month period ended October 31,
1995.
General and administrative expense was $5,025,147 for the nine-month period
ended October 31, 1996 compared to $4,879,692 for the same period last year, an
increase of $145,455. General and administrative expense as a percentage of
sales declined to 11.2% for the nine-month period ended October 31, 1996 from
11.9% for the same period last year. The increase is primarily related to the
impact of the acquisition of Strobic Air Corporation, offset by insurance
rebates and improved cost controls.
Other income, net, increased $327,627 for the nine-month period ended October
31, 1996 compared to the nine-month period ended October 31, 1995. The increase
results principally from the gain on sale of idle properties.
The effective tax rate for the nine-month period ended October 31, 1996 was
39.5% compared to 40.5% for the nine-month period ended October 31, 1995. The
change in the effective tax rate had virtually no effect on earnings per share.
Other Matters:
In May 1996, the Company sold an idle manufacturing facility in Forest City,
North Carolina for $134,430 which was acquired with the acquisition of Duall
Industries, Inc. on October 1, 1988. The Company also sold an idle piece of land
in October 1996, in Indianapolis, Indiana, for $1,000,000. This property was
originally acquired with the acquisition of Dean Pumps, Inc. on July 19, 1984.
-8-
<PAGE>
MET-PRO CORPORATION
Item 2. Management's Discussion and Analysis of the Financial Condition and
Results of Operations continued...
On October 4, 1996, the Company closed Mefiag of Puerto Rico, Inc. a wholly
owned subsidiary, and relocated the manufacturing operations to the United
States. The closure will reduce operating costs, reduce inventory and generate a
more efficient and effective utilization of overall capacity. Mefiag of Puerto
Rico, Inc. will be liquidated on January 31, 1997.
Liquidity:
The Company's cash and cash equivalents was $8,171,613 on October 31, 1996
compared to $7,415,375 on January 31, 1996, an increase of $756,238. This
increase is the net result of positive cash flow provided by operating
activities of $5,259,664, proceeds received from the exercise of stock options
of $235,838, proceeds received from the sale of property and equipment of
$1,147,183, and proceeds received from new borrowings of $3,500,000, offset by
payment for the purchase of Strobic Air Corporation amounting to $3,529,338,
payment of the annual cash dividend amounting to $1,530,693, payments on
long-term debt totalling $1,447,645, purchase of treasury stock amounting to
$1,346,747 and investment in property and equipment amounting to $1,526,928. The
Company's cash flows from operating activities are influenced by the timing of
shipments and negotiated standard payment terms, including retention associated
with major projects.
Accounts receivable (net) amounted to $10,751,621 on October 31, 1996 compared
to $8,941,157 on January 31, 1996, which represents an increase of $1,810,464.
The acquisition of Strobic Air Corporation accounted for approximately
$1,095,000 of the increase, combined with the timing and size of shipments and
retainage on contracts, especially in the Pollution Control Systems and Allied
Equipment segment.
Inventories were $12,271,219 on October 31, 1996 compared to $10,302,844 on
January 31, 1996, an increase of $1,968,375. The acquisition of Strobic Air
Corporation accounted for approximately $864,000 of the increase. Inventory
balances fluctuate depending upon market demand, the size and timing of orders
and long lead times required.
Current liabilities amounted to $13,343,378 on October 31, 1996 compared to
$10,250,506 on January 31, 1996, an increase of $3,092,872. Accounts payable,
customer progress payments and accrued expenses accounted for $2,612,745 of the
increase, combined with an increase in the current portion of long-term debt
amounting to $480,127. The acquisition of Strobic Air Corporation accounted for
approximately $837,000 of the increase in current liabilities.
The Company has consistently maintained a high current ratio and has not
utilized either the domestic line of credit or the foreign line of credit
totalling $5.0 million, which are available for working capital purposes. Funds,
in general, have exceeded the current needs of the Company. The Company
presently foresees no change in this situation.
Capital Resources and Requirements:
Cash flows provided by operating activities during the nine-month period ended
October 31, 1996 amounted to $5,259,664 compared with $4,570,266 in the
nine-month period ended October 31, 1995, an increase of $689,398. This increase
is attributable to higher sales activity in both business segments, the timing
of the payment of current obligations, advances from customers on projects in
progress, and the acquisition of Strobic Air Corporation, offset by increased
balances in accounts receivable and inventories.
Cash flows used in investing activities during the nine-month period ended
October 31, 1996 amounted to $3,909,083 compared with $1,454,864 for the
nine-month period ended October 31, 1995. This increase is due primarily to the
acquisition of Strobic Air Corporation which was purchased using $3,529,338 of
cash and the acquisition of property, plant and equipment amounting to
$1,526,928, offset by proceeds from the sale of property and equipment amounting
to $1,147,183.
-9-
<PAGE>
MET-PRO CORPORATION
Item 2. Management's Discussion and Analysis of the Financial Condition and
Results of Operations continued...
Financing activities during the nine-month period ended October 31, 1996
utilized $591,932 of available resources compared to $2,584,663 of cash used for
the nine-month period ended October 31, 1995. This utilization of cash is the
result of the payment of the annual cash dividend amounting to $1,530,693,
reduction of long-term debt totalling $1,447,645, the purchase of treasury stock
totalling $1,346,747 and cash in lieu of fractional shares amounting to $2,685
for a 3-for-2 stock split dated July 8, 1996, offset by proceeds received from
new borrowings amounting to $3,500,000 and $235,838 provided by the exercise of
stock options.
On February 26, 1996, the Board of Directors declared a $.33 per share annual
cash dividend payable on April 26, 1996 to stockholders of record on April 12,
1996. The dividend paid on the Common Stock represented 31.3% of the prior
fiscal year earnings. The Board of Directors also declared a 3-for-2 stock split
on June 5, 1996 which was payable July 8, 1996 to stockholders of record on June
17, 1996.
In September 1996, the Company acquired the stock of Strobic Air Corporation for
$3,529,338 and 195,920 shares of common stock. A portion of this acquisition was
financed through $3,500,000 of bank loans. The balance was paid with internal
funds. The bank loans are comprised of two notes, of $1,750,000 each, one with a
floating interest rate and one with a fixed interest rate, both of which are
payable in equal quarterly installments totalling $175,000 commencing December
31,1996.
Consistent with past practices, the Company will continue to invest in new
product development programs, and to make capital expenditures to support the
on-going operations during the coming year. The Company expects to finance all
capital expenditure requirements through cash flows generated from operations.
-10-
<PAGE>
MET-PRO CORPORATION
PART II - OTHER INFORMATION
Item 6(b). Reports on Form 8-K
There were no reports on Form 8-K filed for the nine-month period ended
October 31, 1996.
SIGNATURES
Pursuant to 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.
Met-Pro Corporation
--------------------------------------------
(Registrant)
December 5, 1996 /S/ William L. Kacin
--------------------------------------------
William L. Kacin,
President,
Chief Executive Officer and Director
December 5, 1996 /S/ William F. Moffitt
--------------------------------------------
William F. Moffitt,
Vice President of Finance,
Secretary and Treasurer, Chief
Financial Officer, Chief Accounting Officer,
and Director
-11-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1997
<PERIOD-END> OCT-31-1996
<CASH> 8,171,613
<SECURITIES> 0
<RECEIVABLES> 10,751,621
<ALLOWANCES> 264,242
<INVENTORY> 12,271,219
<CURRENT-ASSETS> 32,794,387
<PP&E> 29,717,871
<DEPRECIATION> 14,236,785
<TOTAL-ASSETS> 57,400,472
<CURRENT-LIABILITIES> 13,343,378
<BONDS> 5,740,519
0
0
<COMMON> 713,863
<OTHER-SE> 38,463,734
<TOTAL-LIABILITY-AND-EQUITY> 57,400,472
<SALES> 44,747,320
<TOTAL-REVENUES> 44,747,320
<CGS> 29,340,193
<TOTAL-COSTS> 38,117,338
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 162,859
<INCOME-PRETAX> 7,348,527
<INCOME-TAX> 2,902,667
<INCOME-CONTINUING> 4,445,860
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,445,860
<EPS-PRIMARY> .63
<EPS-DILUTED> .63
</TABLE>
