================================================================================
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: April 30, 2000 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, P.O. 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 $.10 per share) is 6,303,205 (as of April 30, 2000).
================================================================================
<PAGE>
MET-PRO CORPORATION
INDEX
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Financial Statements
<S> <C>
Condensed consolidated balance sheet as of
April 30, 2000 and January 31, 2000......................................................... 2
Condensed consolidated statement of operations for the three-month
periods ended April 30, 2000 and 1999....................................................... 3
Condensed consolidated statement of stockholders' equity for the
three-month periods ended April 30, 2000 and 1999........................................... 4
Condensed consolidated statement of cash flows for the three-month
periods ended April 30, 2000 and 1999....................................................... 5
Notes to condensed consolidated financial statements............................................ 6
Report of independent accountants............................................................... 9
Item 2. Management's discussion and analysis of the financial condition
and results of operations................................................................... 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................................................ 13
Item 2. Changes in Securities and Use of Proceeds........................................................ 13
Item 3. Defaults Upon Senior Securities.................................................................. 13
Item 4. Submissions of Matters to a Vote of Security Holders............................................. 13
Item 5. Other Information................................................................................ 13
Item 6. Exhibits and Reports on Form S-K
(a) Exhibits Required by Item 601 of Regulation S-K......................................... 13
(b) Reports on Form 8-K..................................................................... 13
SIGNATURES................................................................................................... 14
</TABLE>
-1-
<PAGE>
MET-PRO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(unaudited)
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
April 30, January 31,
ASSETS 2000 2000
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current assets
Cash and cash equivalents $6,284,865 $6,331,556
Accounts receivable, net of allowance for doubtful
accounts of approximately $232,000 and
$225,000, respectively 14,776,289 13,733,256
Inventories - Note 3 14,005,603 13,744,142
Prepaid expenses, deposits and other current assets 803,627 1,135,443
Deferred income taxes 778,574 778,574
- ----------------------------------------------------------------------------------------------------------------
Total current assets 36,648,958 35,722,971
Property, plant and equipment, net 13,291,953 13,473,299
Costs in excess of net assets of businesses acquired, net 18,648,250 18,772,176
Other assets 542,190 673,537
- ----------------------------------------------------------------------------------------------------------------
Total assets $69,131,351 $68,641,983
================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
- ----------------------------------------------------------------------------------------------------------------
Current liabilities
Current portion of long-term debt $2,011,271 $2,008,940
Accounts payable 5,004,803 4,989,810
Accrued salaries, wages and expenses 6,154,531 5,108,552
Payroll and other taxes payable 53,463 182,545
Dividend payable 504,256 511,299
Customers' advances 740,192 880,432
- ----------------------------------------------------------------------------------------------------------------
Total current liabilities 14,468,516 13,681,578
Long-term debt 9,429,307 9,933,014
Other non-current liabilities 436,646 415,731
Deferred income taxes 398,155 405,327
- ----------------------------------------------------------------------------------------------------------------
Total liabilities 24,732,624 24,435,650
- ----------------------------------------------------------------------------------------------------------------
Stockholders' equity
Common stock, $.10 par value; 18,000,000 shares
authorized, 7,193,069 and 7,189,194 shares issued,
of which 889,864 and 797,952 shares were reacquired
and held in treasury at the respective dates 719,307 718,919
Additional paid-in capital 8,010,433 7,973,873
Retained earnings 47,339,880 46,087,476
Accumulated other comprehensive loss (531,298) (403,993)
Treasury stock, at cost (11,139,595) (10,169,942)
- ----------------------------------------------------------------------------------------------------------------
Total stockholders' equity 44,398,727 44,206,333
- ----------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $69,131,351 $68,641,983
================================================================================================================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-2-
<PAGE>
MET-PRO CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
April 30,
2000 1999
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net sales $20,250,931 $20,828,028
Cost of goods sold 13,473,375 13,720,777
- -------------------------------------------------------------------------------------------------------------------
Gross profit 6,777,556 7,107,251
- -------------------------------------------------------------------------------------------------------------------
Operating expenses
Selling 1,811,579 1,878,087
General and administrative 2,117,044 2,132,675
- -------------------------------------------------------------------------------------------------------------------
3,928,623 4,010,762
- -------------------------------------------------------------------------------------------------------------------
Income from operations 2,848,933 3,096,489
Interest expense 184,831 212,454
Other income, net (96,975) (135,066)
- -------------------------------------------------------------------------------------------------------------------
Income before taxes 2,761,077 3,019,101
Provision for taxes 1,007,793 1,147,259
- -------------------------------------------------------------------------------------------------------------------
Net income $1,753,284 $1,871,842
===================================================================================================================
Earnings per share, basic (1) $ .28 $ .28
Earnings per share, diluted(2) $ .28 $ .28
Cash dividend per share - declared (3) $ .16 $ .32
Cash dividend per share - paid (3) $ .08 $ .32
===================================================================================================================
</TABLE>
(1) Basic earnings per share are based upon the weighted average
number of common shares outstanding of 6,331,713 on April 30,
2000 and 6,745,804 on April 30, 1999.
(2) Diluted earnings per share are based upon the weighted average
number of common shares outstanding of 6,344,057 on April 30,
2000 and 6,779,524 on April 30, 1999.
(3) The Board of Directors declared quarterly dividends of $.08 per
share payable on March 10, 2000 and June 9, 2000 to stockholders
of record as of February 25, 2000 and May 26, 2000. On February
22, 1999, the Company declared a $.32 per share annual cash
dividend payable on April 23, 1999 to stockholders of record on
April 9, 1999.
See accompanying notes to condensed consolidated financial statements.
-3-
<PAGE>
MET-PRO CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(unaudited)
<TABLE>
<CAPTION>
Accumulated
Additional Other
Common Paid-in Retained Comprehensive Treasury
Stock Capital Earnings (Loss) Stock Total
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balances, January 31, 2000 $718,919 $7,973,873 $46,087,476 ($403,993) ($10,169,942) $44,206,333
Comprehensive income:
Net income 1,753,284
Foreign currency translation (127,305)
Total comprehensive income 1,625,979
Dividends declared, $.08 per
share (500,880) (500,880)
Proceeds from issuance of
common stock under dividend
reinvestment plan (3,875
shares) 388 36,560 36,948
Purchase of 91,912 shares of
treasury stock (969,653) (969,653)
- ---------------------------------------------------------------------------------------------------------------------------
Balances, April 30, 2000 $719,307 $8,010,433 $47,339,880 ($531,298) ($11,139,595) $44,398,727
- ---------------------------------------------------------------------------------------------------------------------------
Accumulated
Additional Other
Common Paid-in Retained Comprehensive Treasury
Stock Capital Earnings (Loss) Stock Total
- ---------------------------------------------------------------------------------------------------------------------------
Balances, January 31, 1999 $713,862 $7,508,748 $42,718,355 ($85,103) ($4,930,755) $45,925,107
Comprehensive income:
Net income 1,871,842
Foreign currency translation (150,987)
Total comprehensive income 1,720,855
Dividends paid, $.32 per share (2,158,079) (2,158,079)
Proceeds from issuance of
common stock under dividend
reinvestment plan (44,218
shares) 4,422 426,907 431,329
Stock option transactions (27,180) 42,180 15,000
Purchase of 134,600 shares of
treasury stock (1,475,887) (1,475,887)
- ---------------------------------------------------------------------------------------------------------------------------
Balances, April 30, 1999 $718,284 $7,908,475 $42,432,118 ($236,090) ($6,364,462) $44,458,325
===========================================================================================================================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-4-
<PAGE>
MET-PRO CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
April 30,
2000 1999
- -------------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<S> <C> <C>
Net cash provided by operating activities $2,075,410 $3,511,643
- -------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities
Proceeds from sale of property and equipment 2,000 8,000
Acquisitions of property and equipment (161,383) (252,237)
Acquisitions of other intangibles -- (7,281)
- -------------------------------------------------------------------------------------------------------------------------
Net cash (used in) investing activities (159,383) (251,518)
- -------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities
Reduction of debt (501,376) (549,234)
Exercise of stock options -- 15,000
Payment of dividends (470,974) (1,726,750)
Purchase of treasury shares (969,653) (1,475,887)
- -------------------------------------------------------------------------------------------------------------------------
Net cash (used in) financing activities (1,942,003) (3,736,871)
- -------------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash (20,715) (17,448)
- -------------------------------------------------------------------------------------------------------------------------
Net (decrease) in cash and cash equivalents (46,691) (494,194)
Cash and cash equivalents at February 1 6,331,556 7,446,369
- -------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at April 30 $6,284,865 $6,952,175
=========================================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Interest $206,909 $219,401
Income taxes $137,010 $190,396
=========================================================================================================================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-5-
<PAGE>
MET-PRO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements include the accounts of Met-Pro
Corporation and its wholly-owned subsidiaries Strobic Air Corporation,
Flex-Kleen Canada Inc., and Mefiag B.V. (collectively "Met-Pro" or the
"Company"). All significant intercompany accounts and transactions have been
eliminated in consolidation.
NOTE 2 - BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited condensed financial
statements contain all adjustments necessary to present fairly the financial
position as of April 30, 2000 and the results of operations, changes in
stockholders' equity and cash flows for the three-month periods ended April 30,
2000 and 1999. The results of operations for the three-month period ended April
30, 2000 are not necessarily indicative of the results to be expected for the
full year. These condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
contained in the Company's Annual Report on Form 10-K for the year ended January
31, 2000.
NOTE 3 - INVENTORIES
Inventories consisted of the following:
April 30, January 31,
2000 2000
------------- -------------
Raw materials $6,890,756 $6,755,944
Work in progress 2,058,823 2,016,612
Finished goods 5,056,024 4,971,586
------------- -------------
$14,005,603 $13,744,142
================================================================================
NOTE 4 - RECLASSIFICATIONS
Certain reclassifications have been made to the financial statements for the
three-month period ended April 30, 1999 to conform to the presentation of the
financial statements for the three-month period ended April 30, 2000.
-6-
<PAGE>
MET-PRO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - BUSINESS SEGMENT DATA
The Company's operations are conducted in two business segments as follows: the
manufacture and sale of product recovery/pollution control equipment, and the
manufacture and sale of fluid handling equipment.
No significant intercompany revenue is realized by either business segment.
Interest income and expense are not included in the measure of segment profit
reviewed by management. Income taxes are also not included in the measure of
segment operating profit reviewed by management.
Financial information by business segment is shown below.
<TABLE>
<CAPTION>
Three Months Ended April 30,
2000 1999
---------------------------------------
<S> <C> <C>
Net sales
Product recovery/pollution control equipment $13,049,383 $14,266,646
Fluid handling equipment 7,201,548 6,561,382
------------- -------------
$20,250,931 $20,828,028
============= =============
Income from operations
Product recovery/pollution control equipment $1,489,485 $2,201,013
Fluid handling equipment 1,359,448 895,476
------------- -------------
$2,848,933 $3,096,489
============= =============
Identifiable assets
Product recovery/pollution control equipment $43,260,868 $44,913,862
Fluid handling equipment 18,951,952 19,553,875
------------- -------------
62,212,820 64,467,737
Corporate 6,918,531 7,672,833
------------- -------------
$69,131,351 $72,140,570
============= =============
</TABLE>
NOTE 6 - EMPLOYEE BENEFIT PLAN
Effective April 1, 1999, the Company implemented a 401(k) profit sharing plan.
Substantially all employees of the Company in the United States are eligible to
participate in the plan following completion of one year of service and
attaining age 21. Pursuant to this plan, employees can contribute up to 15% of
their compensation to the plan. The Company will match, in the form of Met-Pro
common stock, up to 50% of the employee contribution up to 4% of compensation.
-7-
<PAGE>
MET-PRO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities", which will be effective for the fiscal years beginning
after June 15, 2000. This standard requires that all derivative instruments be
recorded on the balance sheet at their fair value. Changes in the fair value of
derivatives will be recorded each period in current earnings or comprehensive
income. The adoption of this pronouncement will have no significant impact on
Met-Pro's consolidated results of operations, financial position or cash flows.
NOTE 8 - ACCOUNTANTS' 10-Q REVIEW
Margolis & Company P.C., the Company's independent accountants, has performed a
limited review of the financial information included herein. Their report on
such review accompanies this filing.
-8-
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Met-Pro Corporation
Harleysville, Pennsylvania
We have reviewed the accompanying condensed consolidated balance sheet of
Met-Pro Corporation and its wholly-owned subsidiaries as of April 30, 2000 and
the related condensed consolidated statements of operations, stockholders'
equity and cash flows for the three-month periods ended April 30, 2000 and 1999.
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 consolidated balance sheet as of January 31, 2000 and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the year then ended (not presented herein); and in our report dated February 25,
2000, 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, 2000 is fairly stated, in all material respects,
in relation to the balance sheet from which it has been derived.
/s/ Margolis & Company P.C.
----------------------------
Certified Public Accountants
Bala Cynwyd, Pennsylvania
May 18, 2000
-9-
<PAGE>
MET-PRO CORPORATION
Item 2. Management's Discussion and Analysis of the Financial Condition and
Results of Operations
Results of Operations:
Three Months Ended April 30, 2000 vs Three Months Ended April 30, 1999
Net sales for the three-month period ended April 30, 2000 were $20,250,931
compared to $20,828,028 for the three-month period ended April 30, 1999, a
decrease of $577,097 or 2.8%. Sales in the Product Recovery/Pollution Control
Equipment segment were $13,049,383 or 8.5% lower than the three-month period
April 30, 1999 due to lower demand for our product recovery equipment. Sales in
the Fluid Handling Equipment segment were $7,201,548 or 9.8% higher compared to
the three-month period ended April 30, 1999 due primarily to increased demand
for our specialty pump equipment.
Backlog at April 30, 2000 totaled $11,392,300 or 3.5% higher than the backlog of
orders on hand at April 30, 1999. In addition, the Company had $5,735,683 of
orders which are not included in our backlog due to the Company's long-standing
policy of not including these orders in backlog until engineering drawings are
approved.
Net income for the three-month period ended April 30, 2000 was $1,753,284
compared to $1,871,842 for the three-month period ended April 30, 1999, a
decrease of $118,558 or 6.3%. The decrease in net income is related to the lower
gross profits in the Product Recovery/Pollution Control Equipment segment.
The gross margin for the three-month period ended April 30, 2000 was 33.5%
versus 34.1% for the same period in the prior year due to lower gross margins
experienced in the Product Recovery/Pollution Control Equipment segment.
Selling expense decreased $66,508 during the three-month period ended April 30,
2000 compared to the same period last year. Selling expense as a percentage of
net sales was 8.9% for the three-month period ended April 30, 2000, a slight
decrease compared to the three-month period ended April 30, 1999.
General and administrative expense was $2,117,044 for the three-month period
ended April 30, 2000 compared to $2,132,675 for the same period last year, a
decrease of $15,631. General and administrative expense as a percentage of net
sales was 10.5% for the three-month period ended April 30, 2000 compared to
10.2% for the same period last year.
Interest expense was $184,831 for the three-month period ended April 30, 2000
compared to $212,454 for the same period in the prior year, or a decrease of
$27,623.
Other income, net, decreased $38,091 for the three-month period ended April 30,
2000 compared to the three-month period ended April 30, 1999 due to less
interest earned on lower cash balances, and currency translation adjustments.
The effective tax rate for the three-month period ended April 30, 2000 was 36.5%
compared to 38% for the three-month period ended April 30, 1999.
-10-
<PAGE>
MET-PRO CORPORATION
Item 2. Management's Discussion and Analysis of the Financial Condition and
Results of Operations continued...
Liquidity:
The Company's cash and cash equivalents were $6,284,865 on April 30, 2000
compared to $6,331,556 on January 31, 2000, a decrease of $46,691. This decrease
is the net result of the payment of the quarterly cash dividend amounting to
$470,974 (net of $36,948 of dividends returned to the Company for stock
purchases under the Dividend Reinvestment Plan), payments on long-term debt
totalling $501,376, purchases of treasury stock amounting to $969,653, and
investment in property and equipment amounting to $161,383, offset by positive
cash flow provided by operating activities of $2,075,410, and proceeds received
from the sale of property and equipment amounting to $2,000. 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 $14,776,289 on April 30, 2000 compared to
$13,733,256 on January 31, 2000, which represents an increase of $1,043,033. The
timing and size of shipments and retainage on contracts, especially in the
Product Recovery/Pollution Control Equipment segment, will influence accounts
receivable balances at any point in time.
Inventories were $14,005,603 on April 30, 2000 compared to $13,744,142 on
January 31, 2000, an increase of $261,461. Inventory balances fluctuate
depending upon market demand, the size and timing of orders, and varying lead
times required.
Current liabilities amounted to $14,468,516 on April 30, 2000 compared to
$13,681,578 on January 31, 2000, an increase of $786,938. Accrued expenses,
offset by the reduction in customer advances and other current liabilities,
accounted for the increase.
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. Cash
flows, in general, have exceeded the current needs of the Company. The Company
presently foresees no change in this situation in the immediate future.
Capital Resources and Requirements:
Cash flows provided by operating activities during the three-month period ended
April 30, 2000, amounted to $2,075,410 compared with $3,511,643 in the
three-month period ended April 30, 1999, a decrease of $1,436,233.
Cash flows used in investing activities during the three-month period ended
April 30, 2000 amounted to $159,383 compared with $251,518 for the three-month
period ended April 30, 1999. The Company's investing activities principally
represent the acquisitions of property, plant and equipment in the two operating
segments.
Financing activities during the three-month period ended April 30, 2000 utilized
$1,942,003 of available resources compared to $3,736,871 for the three-month
period ended April 30, 1999. The 2000 activity is the result of the payment of
the quarterly cash dividend amounting to $470,974 (net of $36,948 of dividends
returned to the Company for stock purchases under the Dividend Reinvestment
Plan), reduction of long-term debt totalling $501,376, plus the purchase of
treasury stock totalling $969,653.
-11-
<PAGE>
MET-PRO CORPORATION
Item 2. Management's Discussion and Analysis of the Financial Condition and
Results of Operations continued...
During the first quarter ended April 30, 2000, the Company continued to
repurchase outstanding shares on the open market under the 350,000 share stock
buyback program authorized on May 11, 1999. The Company completed the May 11,
1999 stock buyback program on April 12, 2000 and continued to make stock
purchases under an additional 350,000 share stock buyback program authorized on
February 21, 2000. For the first quarter ended April 30, 2000, the Company
repurchased 91,912 shares of which 64,975 shares were purchased under the plan
effective May 11, 1999 and 26,937 shares were purchased under the plan effective
April 12, 2000.
Due to strong cash flows generated from operating activities in 1999, the
Company announced the change from an annual dividend, which was traditionally
paid during the month of April, to an expected quarterly dividend. Payment of
future dividends will depend on future earnings and capital requirements of the
Company and is at the discretion of the Board of Directors.
The Board of Directors declared quarterly dividends of $.08 per share payable on
March 10, 2000 and June 9, 2000 to stockholders of record as of February 25,
2000 and May 26, 2000, respectively.
Consistent with past practices, the Company intends to continue to invest in new
product development programs and to make capital expenditures to support the
ongoing operations during the coming year. The Company expects to finance all
capital expenditure requirements through cash flows generated from operations.
Cautionary Statement Regarding Forward-Looking Statements:
As a cautionary note to investors, the Company and its representatives may make
oral or written statements from time to time that are "forward-looking
statements". This would include information concerning possible or assumed
future activities, plans, results of operations of the Company and statements
preceded by, followed by or that include the words "anticipates", "believes",
"designed to", "estimates", "foreseeable future", "goal", "intends", "projects",
"projection", "plans", "scheduled", "should", or similar expressions. For those
statements, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995.
There are a number of important factors which could cause actual results to
differ materially from those anticipated. The Company believes that its future
operating results will continue to be subject to quarterly variations based upon
a wide variety of factors including the cyclical nature of both the business
segments and the markets addressed by the Company's products, price erosion,
competitive factors, the timing of new product introductions, changes in product
mix, the availability and extent of utilization of manufacturing capacity,
product obsolescence, the effectiveness of the Company's cost control programs,
the availability of suitable acquisition opportunities and the ability to
develop and implement new technologies. The Company's operating results could
also be impacted by sudden fluctuations in customer requirements, currency
exchange rate fluctuations and other economic conditions affecting customer
demand and the cost of operations in one or more of the global markets in which
the Company conducts business. As a participant in the product
recovery/pollution control and fluid handling industries, the Company operates
in a rapidly changing and highly competitive environment. The Company sells both
custom and industrial products; accordingly, changes in the conditions or
composition of any of the Company's customers may have an impact on the Company.
While the Company cannot predict what effect these various factors may have on
its financial results, the aggregate effect of these and other factors could
result in volatility in the Company's future performance and stock price.
-12-
<PAGE>
MET-PRO CORPORATION
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submissions of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form S-K
(a) Exhibits Required by Item 601 of Regulation S-K
None
(b) Reports on Form 8-K
There were no reports on Form 8-K filed for the three-month period
ended April 30, 2000.
-13-
<PAGE>
MET-PRO CORPORATION
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)
May 25, 2000 /s/ William L. Kacin
-----------------------------------
William L. Kacin,
Chairman, President and
Chief Executive Officer
May 25, 2000 /s/ Gary J. Morgan
-----------------------------------
Gary J. Morgan,
Vice President of Finance,
Secretary and Treasurer, Chief
Financial Officer, Chief Accounting
Officer and Director
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-2001
<PERIOD-END> APR-30-2000
<CASH> 6,284,865
<SECURITIES> 0
<RECEIVABLES> 14,776,289
<ALLOWANCES> 232,034
<INVENTORY> 14,005,603
<CURRENT-ASSETS> 36,648,958
<PP&E> 28,300,456
<DEPRECIATION> 15,008,503
<TOTAL-ASSETS> 69,131,351
<CURRENT-LIABILITIES> 14,468,516
<BONDS> 11,440,578
<COMMON> 719,307
0
0
<OTHER-SE> 43,679,420
<TOTAL-LIABILITY-AND-EQUITY> 69,131,351
<SALES> 20,250,931
<TOTAL-REVENUES> 20,250,931
<CGS> 13,473,375
<TOTAL-COSTS> 17,401,998
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 184,831
<INCOME-PRETAX> 2,761,077
<INCOME-TAX> 1,007,793
<INCOME-CONTINUING> 0
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,753,284
<EPS-BASIC> .28
<EPS-DILUTED> .28
</TABLE>
