-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L9S9t7BkzR2dWv13JKmNN41QvqgHyeXIsBohKiMl/n1j9JbBxtnew6WtsLicNr1l j2CWPDimS8oqvDx88oXxQA== 0000065201-97-000005.txt : 19971120 0000065201-97-000005.hdr.sgml : 19971120 ACCESSION NUMBER: 0000065201-97-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971031 FILED AS OF DATE: 19971119 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MET PRO CORP CENTRAL INDEX KEY: 0000065201 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 231683282 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-07763 FILM NUMBER: 97724144 BUSINESS ADDRESS: STREET 1: P O BOX 144 STREET 2: 160 CASSELL ROAD CITY: HARLEYSVILLE STATE: PA ZIP: 19438 BUSINESS PHONE: 2157236751 MAIL ADDRESS: STREET 1: 160 CASSELL ROAD STREET 2: BOX 144 CITY: HARLEYSVILLE STATE: PA ZIP: 19438 FORMER COMPANY: FORMER CONFORMED NAME: MET PRO WATER TREATMENT CORP DATE OF NAME CHANGE: 19740924 FORMER COMPANY: FORMER CONFORMED NAME: MET PRO INC DATE OF NAME CHANGE: 19661026 10-Q 1 ================================================================================ 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, 1997 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 7,055,273 (as of October 31, 1997). ================================================================================ MET-PRO CORPORATION INDEX PART I - FINANCIAL INFORMATION
Item 1. Financial Statements Condensed consolidated balance sheet as of October 31, 1997 and January 31, 1997....................................................... 2 Condensed consolidated statement of operations for the three-month and nine-month periods ended October 31, 1997 and October 31, 1996.......................... 3 Condensed consolidated statement of cash flows for the nine-month periods ended October 31, 1997 and 1996..................................................... 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............................................................................. 12 SIGNATURES.................................................................................................... 12
-1- MET-PRO CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (unaudited) PART I - FINANCIAL INFORMATION Item 1. Financial Statements
October 31, January 31, ASSETS 1997 1997 - ----------------------------------------------------------------------------------------------------------------------- Current assets Cash and cash equivalents $10,781,018 $ 9,070,976 Accounts receivable, net of allowance for doubtful accounts of approximately $272,000 and $233,000, respectively 10,643,629 10,570,528 Notes receivable-ESOT 200,000 400,000 Inventories 12,569,441 10,597,813 Prepaid expenses, deposits and other current assets 828,058 571,226 Deferred income taxes 913,103 878,003 - ----------------------------------------------------------------------------------------------------------------------- Total current assets 35,935,249 32,088,546 Property, plant and equipment, net 13,868,363 14,346,995 Costs in excess of net assets of businesses acquired, net 7,244,628 7,502,470 Other assets 1,645,034 2,141,380 - ----------------------------------------------------------------------------------------------------------------------- Total assets $58,693,274 $56,079,391 ======================================================================================================================= LIABILITIES AND STOCKHOLDERS' EQUITY - ----------------------------------------------------------------------------------------------------------------------- Current liabilities Current portion of long-term debt $ 1,390,667 $ 1,585,087 Accounts payable 2,842,347 2,996,065 Accrued salaries, wages and expenses 7,326,713 6,424,709 Payroll and other taxes payable 16,318 19,685 Customers' advances 625,460 348,569 - ----------------------------------------------------------------------------------------------------------------------- Total current liabilities 12,201,505 11,374,115 Long-term debt 2,690,148 3,683,419 Other non-current liabilities 230,010 172,941 Deferred income taxes 383,353 495,990 - ----------------------------------------------------------------------------------------------------------------------- Total liabilities 15,505,016 15,726,465 - ----------------------------------------------------------------------------------------------------------------------- Stockholders' equity Common stock, $.10 par value; 18,000,000 shares authorized, 7,138,625 shares issued, at both dates, of which 83,352 and 95,189 shares were reacquired and held in treasury at the respective dates 713,862 713,862 Additional paid-in capital 7,871,337 8,260,289 Retained earnings 35,896,852 32,467,223 Cumulative translation adjustment (103,439) 19,121 Treasury stock, at cost (1,190,354) (1,107,569) - ----------------------------------------------------------------------------------------------------------------------- Net stockholders' equity 43,188,258 40,352,926 - ----------------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $58,693,274 $56,079,391 =======================================================================================================================
See accompanying notes to condensed consolidated financial statements. -2- MET-PRO CORPORATION CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)
Nine Months Ended Three Months Ended October 31, October 31, 1997 1996 1997 1996 - --------------------------------------------------------------------------------------------------------------------------------- Net sales $47,044,874 $44,747,320 $16,265,312 $16,255,744 Cost of goods sold 29,819,916 29,340,193 10,395,355 10,824,634 - --------------------------------------------------------------------------------------------------------------------------------- Gross profit 17,224,958 15,407,127 5,869,957 5,431,110 - --------------------------------------------------------------------------------------------------------------------------------- Operating expenses Selling 4,154,327 3,751,998 1,376,222 1,245,748 General and administrative 5,064,864 5,025,147 1,647,870 2,073,969 - --------------------------------------------------------------------------------------------------------------------------------- 9,219,191 8,777,145 3,024,092 3,319,717 - --------------------------------------------------------------------------------------------------------------------------------- Income from operations 8,005,767 6,629,982 2,845,865 2,111,393 Other income, net 757,283 718,545 202,214 479,352 - --------------------------------------------------------------------------------------------------------------------------------- Income before taxes on income 8,763,050 7,348,527 3,048,079 2,590,745 Provision for taxes on income 3,417,589 2,902,667 1,188,750 1,023,343 - --------------------------------------------------------------------------------------------------------------------------------- Net income $ 5,345,461 $ 4,445,860 $ 1,859,329 $ 1,567,402 ================================================================================================================================= Earnings per share, primary and fully diluted (1) $ .75 $ .63 $ .26 $ .22 Cash dividend per share - declared (2) $ .27 $ .22 $ -- $ -- Cash dividend per share - paid (2) $ .27 $ .22 $ -- $ -- =================================================================================================================================
(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 split completed on July 8, 1996). The weighted average number of common shares outstanding was 7,158,798 and 7,068,753 in the nine-month periods ended October 31, 1997 and 1996, respectively, and 7,158,934 and 7,133,756 in the three-month periods ended October 31, 1997 and 1996, respectively. (2) The Company declared a cash dividend of $.22 per share (adjusted for stock split) on February 26, 1996 payable on April 26, 1996 to share- holders of record on April 12, 1996. On February 24, 1997, the company also declared a $.27 per share cash dividend payable on April 25, 1997 to shareholders of record on April 11, 1997. See accompanying notes to condensed consolidated financial statements. -3- MET-PRO CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
Nine Months Ended October 31, 1997 1996 - ------------------------------------------------------------------------------------------------------------------------ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Net cash provided by operating activities $ 5,824,959 $ 5,259,664 - ----------------------------------------------------------------------------------------------------------------------- Cash flows from investing activities Proceeds from sale of property and equipment 681,819 1,147,183 Acquisitions of property and equipment (1,052,544) (1,526,928) Payment for purchase of Strobic Air Corporation, net of cash acquired -- (3,529,338) - ----------------------------------------------------------------------------------------------------------------------- Net cash (used in) investing activities (370,725) (3,909,083) - ----------------------------------------------------------------------------------------------------------------------- Cash flows from financing activities Proceeds from new borrowings -- 3,500,000 Reduction of debt (1,187,691) (1,447,645) Exercise of stock options 512,145 235,838 Payment of dividends (1,915,832) (1,530,693) Purchase of treasury shares (1,106,476) (1,346,747) Cash in lieu of fractional shares -- (2,685) - ----------------------------------------------------------------------------------------------------------------------- Net cash (used in) financing activities (3,697,854) (591,932) - ----------------------------------------------------------------------------------------------------------------------- Effect of exchange rate changes on cash (46,338) (2,411) - ----------------------------------------------------------------------------------------------------------------------- Net increase in cash and cash equivalents 1,710,042 756,238 Cash and cash equivalents at February 1 9,070,976 7,415,375 - ----------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at October 31 $ 10,781,018 $ 8,171,613 ======================================================================================================================= SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the period for: Interest $ 245,541 $ 128,503 Income taxes $ 3,271,657 $ 2,719,529 =======================================================================================================================
See accompanying notes to condensed consolidated financial statements. -4- MET-PRO CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - 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 October 31, 1997 and the results of operations for the three- month and nine-month periods ended October 31, 1997 and 1996 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, 1997 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. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K filed for the year ended January 31, 1997. NOTE 2 - PRO-FORMA INFORMATION In connection with the Company's acquisition of Strobic Air in September, 1996, the pro-forma results of operations for the nine-month period ended October 31, 1996 would have been as follows, if the acquisition had been made as of February 1, 1996: Net sales $47,954,457 Income before taxes on income 7,599,951 Net income 4,564,341 Earnings per share $ .65 NOTE 3 - INVENTORIES Inventories were comprised of the following: October 31, January 31, 1997 1997 ----------- ----------- Raw material $ 5,674,248 $ 4,784,192 Work in progress 2,034,246 1,715,157 Finished goods 4,860,947 4,098,464 ----------- ----------- $12,569,441 $10,597,813 =========== =========== -5- MET-PRO CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 - IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (SFAS) No. 128, "Earnings Per Share". SFAS No. 128 will be adopted by the Company as required in the fourth quarter of the year ended January 31, 1998. Upon adoption of SFAS No. 128, the Company will present basic earnings per share and diluted earnings per share. Basic earnings per share will be computed based on the weighted average number of shares outstanding during the period. Diluted earnings per share will be computed based on the weighted average number of shares outstanding during the period increased by the effect of dilutive stock options using the treasury stock method. The application of SFAS No. 128 will not have an impact on reported earnings per share for the three-month and nine-month periods ended October 31, 1997 and 1996. In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (SFAS) No. 130, "Reporting Comprehensive Income". Upon adoption of SFAS No. 130 for the year ended January 31, 1999, the Company will present as part of its annual financial statements, a separate financial statement to include all components of comprehensive income. In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (SFAS) No. 131, "Disclosures about Segments of an Enterprise and Related Information". The new statement is effective for fiscal years beginning after December 15, 1997. The Company is currently evaluating its options for disclosure under this standard and will implement the statement during its fiscal year ending January 31, 1999. -6- 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, 1997 and the related condensed consolidated statements of operations for the three-month and nine-month periods ended October 31, 1997 and 1996 and cash flows for the nine-month periods ended October 31, 1997 and 1996. 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, 1997 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 28, 1997, 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, 1997 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 13, 1997 -7- MET-PRO CORPORATION Item 2. Management's Discussion and Analysis of the Financial Condition and Results of Operations Results of Operations: Nine-months Ended October 31, 1997 vs Nine-months Ended October 31, 1996. Net sales for the nine-month period ended October 31, 1997 were $47,044,874 compared to $44,747,320 for the nine-month period ended October 31, 1996, an increase of $2,297,554 or 5.1%. This increase was principally related to the impact of the Strobic Air Corporation ("Strobic Air") acquisition which was effective July 31, 1996. 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. The backlog at October 31, 1997 was 24.2% higher compared to the backlog at the beginning of the fiscal year. Bookings of new orders were 6.1% higher for the nine-month period ended October 31, 1997 than for the nine-month period ended October 31, 1996. Net income for the nine-month period ended October 31, 1997 was $5,345,461 compared to $4,445,860 for the nine-month period ended October 31, 1996, an increase of $899,601 or 20.2%. The increase in net income is related to higher sales volume of $2,297,554 for the nine-month period ended October 31, 1997, plus the improvement in the gross margin, and the impact of the Strobic Air acquisition. The gross margin for the nine-month period ended October 31, 1997 was 36.6% compared to 34.4% for the same period last year. The improvement in the gross margin of 2.2% can be attributed to a combination of capacity utilization, product mix and production efficiencies in both business segments. Selling expense increased $402,329 during the nine-month period ended October 31, 1997 compared to the same period last year. This is due to increased staffing levels and higher advertising costs which are required to position our diversified businesses for future growth, plus the impact of the Strobic Air acquisition. Selling expense as a percentage of sales was 8.8% for the nine-month period ended October 31, 1997 compared to 8.4% for the nine-month period ended October 31, 1996. General and administrative expense was $5,064,864 for the nine-month period ended October 31, 1997 compared to $5,025,147 for the same period last year, an increase of $39,717. General and administrative expense as a percentage of sales decreased to 10.8% for the nine-month period ended October 31, 1997 from 11.2% for the same period last year. Other income, net, increased $38,738 for the nine-month period ended October 31, 1997 compared to the nine-month period ended October 31, 1996, due to interest earned on higher cash balances. The effective tax rate for the nine-month period ended October 31, 1997 was 39.0% compared to 39.5% for the nine-month period ended October 31, 1996. The change in the effective tax rate had virtually no effect on earnings per share. Three-months Ended October 31, 1997 vs Three-months Ended October 31, 1996. Net sales for the three-month period ended October 31, 1997 were $16,265,312 compared to $16,255,744 for the three-month period ended October 31, 1996, an increase of $9,568. -8- MET-PRO CORPORATION Item 2. Management's Discussion and Analysis of the Financial Condition and Results of Operations continued... Net income for the three-month period ended October 31, 1997 was $1,859,329 compared to $1,567,402 for the three-month period ended October 31, 1996, an increase of $291,927 or 18.6%. The increase is related to slightly higher sales and the improvement in gross margin. The gross margin for the three-month period ended October 31, 1997 was 36.1% compared to 33.4% for the same period last year. The improvement in the gross margin can be attributed to a combination of improved capacity utilization, product mix, and production efficiencies in both business segments. Selling expenses increased $130,474 during the three-month period ended October 31, 1997 compared to the same period last year. This is due to increased staffing levels and higher advertising costs required to position our diversified businesses for future growth. As a percentage of net sales, selling expense increased to 8.5% for the three-month period ended October 31, 1997 from 7.7% for the three-month period ended October 31, 1996. General and administrative expense was $1,647,870 during the three-month period ended October 31,1997 compared to $2,073,969 during the three-month period October 31, 1996, a decrease of $426,099. A sign- on bonus of $350,000 was paid to a management representative under a three-year contract, as part of the Strobic Air acquisition during the three-month period ended October 31, 1996. Excluding this transaction, general and administrative expense for the three-month period ended October 31, 1997 declined to 10.1% of the net sales compared to 10.6% for the same period last year. Other income, net was $202,214 for the three-month period ended October 31, 1997 compared to $479,352 for the three-month period ended October 31, 1996, a decrease of $277,138. The decrease results principally from the net gain on the sale of an idle property recorded in the three-month period October 31, 1996, offset by the interest earned on higher cash balances for the three-month period October 31, 1997. The effective tax rate for the three-month period ended October 31, 1997 was 39.0% compared to 39.5% for the same period last year. The differential in the effective tax rate had virtually no effect on earnings per share. Liquidity: The Company's cash and cash equivalents was $10,781,018 on October 31, 1997 compared to $9,070,976 on January 31, 1997, an increase of $1,710,042. This increase is the net result of positive cash flow provided by operating activities totalling $5,824,959, proceeds received from the exercise of stock options of $512,145, proceeds received from the sale of property and equipment of $681,819, offset by payment of the annual cash dividend amounting to $1,915,832, payments on long-term debt totalling $1,187,691, purchase of treasury stock amounting to $1,106,476, and investment in property and equipment amounting to $1,052,544. 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. -9- MET-PRO CORPORATION Item 2. Management's Discussion and Analysis of the Financial Condition and Results of Operations continued... Accounts receivable (net) amounted to $10,643,629 on October 31, 1997 compared to $10,570,528 on January 31, 1997, which represents an increase of $73,101. The timing and size of shipments, and retainage on contracts, especially in the Pollution Control Systems and Allied Equipment segment, will influence accounts receivable balances at any point in time. Inventories were $12,569,441 on October 31, 1997 compared to $10,597,813 on January 31, 1997, an increase of $1,971,628. Inventory balances fluctuate depending upon market demand, the size and timing of orders and long lead times required, which is especially true in the Pollution Control Systems and Allied Equipment segment of the business. Current liabilities amounted to $12,201,505 on October 31, 1997 compared to $11,374,115 on January 31, 1997, an increase of $827,390. Accrued expenses and customer progress payments accounted for $1,178,895 of the increase, offset by a decrease in accounts payable, current portion of long-term debt and payroll and other taxes payable amounted to $351,505. 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, and 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, 1997 amounted to $5,824,959 compared to $5,259,664 in the nine-month period ended October 31, 1996, an increase of $565,295. The increase is attributable to higher operating profits in both business segments, customers' advances on projects in progress, offset by higher inventory balances and the timing of the payment of current obligations. Cash flows used in investing activities during the nine-month period ended October 31, 1997 amounted to $370,725 compared to $3,909,083 for the nine-month period ended October 31, 1996. The Company's investing activities for the nine-month period ended October 31, 1997 represent the acquisition of property, plant and equipment in the combined operations, offset by proceeds received from the sale of property and equipment associated with Strobic Air operations which were consolidated with existing facilities in Harleysville, Pennsylvania. The cash flows used in investing activities of $3,909,083 for the nine-month period ended October 31, 1996 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. Financing activities during the nine-month period ended October 31, 1997 utilized $3,697,854 of available resources compared to $591,932 for the nine-month period ended October 31, 1996. The 1997 activity is the result of the payment of the annual cash dividend amounting to $1,915,832, reduction of long-term debt totalling $1,187,691, plus the purchase of treasury stock totalling $1,106,476, offset by proceeds from the exercise of stock options totalling $512,145. On February 24, 1997, the Board of Directors declared a $.27 per share annual cash dividend (compared to the $.22 per share cash dividend paid in April, 1996, as adjusted for a 3-for-2 stock split declared on June 5, 1996) payable on April 25, 1997 to stockholders of record on April 11, 1997. The dividend paid on the Common Stock represented 31.4% of the prior fiscal year earnings. -10- MET-PRO CORPORATION Item 2. Management's Discussion and Analysis of the Financial Condition and Results of Operations continued... Consistent with past practices, the Company will continue to invest in new product development programs, and 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. Other Matters: On August 27, 1997, the Company announced the initiation of a 150,000 share stock repurchase program. The stock repurchase program of 100,000 shares announced on November 19, 1996 has been completed. The stock repurchase programs were initiated, because in management's view, the current stock price does not reflect the true stock value. Purchases will be made from time to time in open market transactions at the prevailing prices and in accordance with applicable rules. The Company may discontinue this program at any time. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information included in this document and other materials filed or to be filed with the Securities and Exchange Commission (as well as information included in oral or other written statements made or to be made by the Company) contains statements that are forward-looking. Such statements may relate to plans for future expansion, business development activities, other capital spending, financing, or the effects of regulation and competition. Such information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, those relating to product development activities, dependence on existing management, global economic and market conditions, and changes in federal or state laws. -11- 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, 1997. 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) November 19, 1997 /S/ William L. Kacin ------------------------- William L. Kacin, President, Chief Executive Officer and Director November 19, 1997 /S/ Gary J. Morgan ------------------------- Gary J. Morgan, Vice President of Finance, Secretary and Treasurer, Chief Financial Officer and Chief Accounting Officer -12- EX-27 2 FINANCIAL DATA SCHEDULE
5 9-MOS JAN-31-1998 OCT-31-1997 10,781,018 0 10,643,629 271,622 12,569,441 35,935,249 26,381,760 12,513,397 58,693,274 12,201,505 4,080,815 713,862 0 0 42,474,396 58,693,274 47,044,874 47,044,874 29,819,916 39,039,107 0 0 253,869 8,763,050 3,417,589 5,345,461 0 0 0 5,345,461 .75 .75
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