-----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, LpbvgtVS2yhu3sE1yOlpziJkCbsiTYvE1xzdAjmywdMddy8lb9BM+wD0kqSs8Ftt pjxxnNUiwjBVr66q/WvS8w== 0000065201-00-000005.txt : 20000526 0000065201-00-000005.hdr.sgml : 20000526 ACCESSION NUMBER: 0000065201-00-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000430 FILED AS OF DATE: 20000525 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: 643648 BUSINESS ADDRESS: STREET 1: 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: 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). ================================================================================ MET-PRO CORPORATION INDEX PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 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
-1- MET-PRO CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (unaudited) PART I - FINANCIAL INFORMATION Item 1. Financial Statements
April 30, January 31, ASSETS 2000 2000 - ---------------------------------------------------------------------------------------------------------------- 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 ================================================================================================================
See accompanying notes to condensed consolidated financial statements. -2- MET-PRO CORPORATION CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)
Three Months Ended April 30, 2000 1999 - ------------------------------------------------------------------------------------------------------------------- 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 ===================================================================================================================
(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- MET-PRO CORPORATION CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (unaudited)
Accumulated Additional Other Common Paid-in Retained Comprehensive Treasury Stock Capital Earnings (Loss) Stock Total - --------------------------------------------------------------------------------------------------------------------------- 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 ===========================================================================================================================
See accompanying notes to condensed consolidated financial statements. -4- MET-PRO CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
Three Months Ended April 30, 2000 1999 - ------------------------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 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 =========================================================================================================================
See accompanying notes to condensed consolidated financial statements. -5- 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- 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.
Three Months Ended April 30, 2000 1999 --------------------------------------- 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 ============= =============
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- 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- 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- 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- 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- 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- 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- 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- EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS JAN-31-2001 APR-30-2000 6,284,865 0 14,776,289 232,034 14,005,603 36,648,958 28,300,456 15,008,503 69,131,351 14,468,516 11,440,578 719,307 0 0 43,679,420 69,131,351 20,250,931 20,250,931 13,473,375 17,401,998 0 0 184,831 2,761,077 1,007,793 0 0 0 0 1,753,284 .28 .28
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