-----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, EKb/C8LEGWryybFojTYfaTqSf236kMavWK6VsO0a//0pjvK2phzF20acla3M/gV0 +3rYfcni81eqv8vKg2uZ0g== 0000065201-01-500008.txt : 20010606 0000065201-01-500008.hdr.sgml : 20010606 ACCESSION NUMBER: 0000065201-01-500008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010430 FILED AS OF DATE: 20010605 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: 1654388 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 april2001.txt ================================================================================ 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, 2001 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 6,099,364 (as of April 30, 2001). ================================================================================ INDEX
PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated balance sheet as of April 30, 2001 and January 31, 2001........................................................... 2 Consolidated statement of operations for the three-month periods ended April 30, 2001 and 2000......................................................... 3 Consolidated statement of stockholders' equity for the three-month periods ended April 30, 2001 and 2000............................................. 4 Consolidated statement of cash flows for the three-month periods ended April 30, 2001 and 2000......................................................... 5 Notes to consolidated financial statements........................................................... 6 Report of independent accountants.................................................................... 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................................................... 9 PART II - OTHER INFORMATION Item 1. Legal Proceedings............................................................................ 12 Item 2. Changes in Securities and Use of Proceeds.................................................... 12 Item 3. Defaults Upon Senior Securities.............................................................. 12 Item 4. Submission of Matters to a Vote of Security Holders.......................................... 12 Item 5. Other Information............................................................................ 12 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Required by Item 601 of Regulation S-K.......................................... 12 (b) Reports on Form 8-K...................................................................... 12 SIGNATURES.................................................................................................... 13
-1- MET-PRO CORPORATION CONSOLIDATED BALANCE SHEET (unaudited) PART I - FINANCIAL INFORMATION Item 1. Financial Statements
April 30, January 31, ASSETS 2001 2001 - -------------------------------------------------------------------------------------------------------------- Current assets Cash and cash equivalents $9,492,386 $8,510,045 Accounts receivable, net of allowance for doubtful Accounts of approximately $241,000 and $218,000, respectively 12,927,884 14,208,689 Inventories - Note 3 14,417,415 13,085,969 Prepaid expenses, deposits and other current assets 1,089,584 958,722 Deferred income taxes 648,834 648,834 - -------------------------------------------------------------------------------------------------------------- Total current assets 38,576,103 37,412,259 Property, plant and equipment, net 12,919,975 13,009,247 Costs in excess of net assets of businesses acquired, net 18,152,546 18,276,472 Other assets 428,038 453,363 - -------------------------------------------------------------------------------------------------------------- Total assets $70,076,662 $69,151,341 ============================================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY - -------------------------------------------------------------------------------------------------------------- Current liabilities Current portion of long-term debt $1,629,307 $1,833,014 Accounts payable 4,444,919 4,284,687 Accrued salaries, wages and expenses 5,375,624 5,704,372 Payroll and other taxes payable 53,402 8,808 Dividend payable 518,446 517,669 Customers' advances 1,066,087 609,445 - -------------------------------------------------------------------------------------------------------------- Total current liabilities 13,087,785 12,957,995 Long-term debt 7,800,000 8,100,000 Other non-current liabilities 521,498 499,395 Deferred income taxes 525,450 532,585 - -------------------------------------------------------------------------------------------------------------- Total liabilities 21,934,733 22,089,975 - -------------------------------------------------------------------------------------------------------------- Stockholders' equity Common stock, $.10 par value; 18,000,000 shares authorized, 7,209,929 and 7,206,583 shares issued, of which 1,110,565 and 1,116,428 shares were reacquired and held in treasury at the respective dates 720,992 720,658 Additional paid-in capital 8,137,011 8,139,799 Retained earnings 52,997,576 51,880,800 Accumulated other comprehensive loss (594,135) (491,163) Treasury stock, at cost (13,119,515) (13,188,728) - -------------------------------------------------------------------------------------------------------------- Total stockholders' equity 48,141,929 47,061,366 - -------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $70,076,662 $69,151,341 ==============================================================================================================
See accompanying notes to consolidated financial statements. -2- MET-PRO CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)
Three Months Ended April 30, 2001 2000 - -------------------------------------------------------------------------------------------------------------- Net sales $17,556,044 $20,250,931 Cost of goods sold 11,138,386 13,473,375 - -------------------------------------------------------------------------------------------------------------- Gross profit 6,417,658 6,777,556 - -------------------------------------------------------------------------------------------------------------- Operating expenses Selling 1,843,707 1,811,579 General and administrative 1,912,887 2,117,044 - -------------------------------------------------------------------------------------------------------------- 3,756,594 3,928,623 - -------------------------------------------------------------------------------------------------------------- Income from operations 2,661,064 2,848,933 Interest expense (151,069) (184,831) Other income, net 86,377 96,975 - -------------------------------------------------------------------------------------------------------------- Income before taxes 2,596,372 2,761,077 Provision for taxes 960,657 1,007,793 - -------------------------------------------------------------------------------------------------------------- Net income $1,635,715 $1,753,284 ============================================================================================================== Earnings per share, basic (1) $.27 $.28 Earnings per share, diluted(2) $.27 $.28 Cash dividend per share - declared (3) $.085 $.080 Cash dividend per share - paid (3) $.085 $.080 ==============================================================================================================
(1) Basic earnings per share are based upon the weighted average number of shares of Common Stock outstanding of 6,098,250 and 6,331,713 for the three-month periods ended April 30, 2001 and 2000, respectively. (2) Diluted earnings per share are based upon the weighted average number of shares of Common Stock outstanding of 6,157,844 and 6,334,057 for the three-month periods ended April 30, 2001 and 2000, respectively. (3) The Board of Directors declared quarterly dividends of $.085 per share payable on March 9, 2001 and June 8, 2001 to stockholders of record as of February 23, 2001 and May 25, 2001. Quarterly dividends of $.08 per share were payable on March 10, 2000 and June 9, 2000 to stockholders of record as of February 25, 2000 and May 26, 2000. See accompanying notes to consolidated financial statements. -3-
MET-PRO CORPORATION CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (unaudited) Accumulated Additional Other Common Paid-in Retained Comprehensive Treasury Stock Capital Earnings Income/(Loss) Stock Total - ------------------------------------------------------------------------------------------------------------------------------------ Balances, January 31, 2001 $720,658 $8,139,799 $51,880,800 ($491,163) ($13,188,728) $47,061,366 Comprehensive income: Net income 1,635,715 Foreign currency translation (102,972) Total comprehensive income 1,532,743 Dividends declared, $.085 per (518,939) (518,939) share Proceeds from issuance of common stock under dividend reinvestment plan (3,346 shares) 334 38,072 38,406 Stock option transactions (40,860) 70,860 30,000 Purchase of 137 shares of treasury stock (1,647) (1,647) - ------------------------------------------------------------------------------------------------------------------------------------ Balances, April 30, 2001 $720,992 $8,137,011 $52,997,576 ($594,135) ($13,119,515) $48,141,929 ==================================================================================================================================== Accumulated Additional Other Common Paid-in Retained Comprehensive Treasury Stock Capital Earnings Income/(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 ====================================================================================================================================
See accompanying notes to consolidated financial statements. -4- MET-PRO CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
Three Months Ended April 30, 2001 2000 - -------------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash flows from operating activities Net Income $1,635,715 $1,753,284 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 517,082 521,675 Deferred income taxes (7,125) (7,124) (Gain) loss on sale of property and equipment, net (9,102) 3,201 Allowance for doubtful accounts 22,486 7,092 (Increase) decrease in operating assets net of acquisitions Accounts receivable 1,198,312 (1,118,328) Inventories (1,381,544) (306,839) Prepaid expenses and other current assets (59,548) 326,143 Other assets (1,725) 40,388 Increase (decrease) in operating liabilities net of acquisitions Accounts payable, accrued expenses and taxes (139,745) 975,242 Customers' advances 457,600 (140,240) Other non-current liabilities 22,103 20,916 - -------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 2,254,509 2,075,410 - -------------------------------------------------------------------------------------------------------------- Cash flows from investing activities Proceeds from sale of property and equipment 49,350 2,000 Acquisitions of property and equipment (341,507) (161,383) - -------------------------------------------------------------------------------------------------------------- Net cash (used in) investing activities (292,157) (159,383) - -------------------------------------------------------------------------------------------------------------- Cash flows from financing activities Reduction of debt (503,708) (501,376) Exercise of stock options 30,000 -- Payment of dividends (479,756) (470,974) Purchase of treasury shares (1,647) (969,653) - -------------------------------------------------------------------------------------------------------------- Net cash (used in) financing activities (955,111) (1,942,003) - -------------------------------------------------------------------------------------------------------------- Effect of exchange rate changes on cash (24,900) (20,715) - -------------------------------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 982,341 (46,691) Cash and cash equivalents at February 1 8,510,045 6,331,556 - -------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at April 30 $9,492,386 $6,284,865 ==============================================================================================================
See accompanying notes to consolidated financial statements. -5- MET-PRO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - PRINCIPLES OF CONSOLIDATION The 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 financial statements contain all adjustments necessary to present fairly the financial position as of April 30, 2001 and the results of operations, changes in stockholders' equity and cash flows for the three-month periods ended April 30, 2001 and 2000. The results of operations for the three-month period ended April 30, 2001 are not necessarily indicative of the results to be expected for the full year. These 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, 2001. NOTE 3 - INVENTORIES Inventories consisted of the following: April 30, January 31, 2001 2001 ------------- ------------- Raw materials $8,561,530 $7,770,874 Work in progress 1,733,930 1,573,802 Finished goods 4,121,955 3,741,293 ------------- ------------- $14,417,415 $13,085,969 ============= ============= NOTE 4 - SUPPLEMENTAL CASH FLOW INFORMATION Net cash flow from operating activities reflect cash payments for interest and income taxes as follows: Three Months Ended April 30, 2001 2000 ------------- ------------- Cash paid during the period for: Interest $152,480 $206,909 Income taxes 192,697 137,010 -6- MET-PRO CORPORATION NOTES TO 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, 2001 2000 ----------------------------------- Net sales Product recovery/pollution control equipment $10,361,710 $13,049,383 Fluid handling equipment 7,194,334 7,201,548 ------------- ------------- $17,556,044 $20,250,931 ============= ============= Income from operations Product recovery/pollution control equipment $1,271,277 $1,489,485 Fluid handling equipment 1,389,787 1,359,448 ------------- ------------- $2,661,064 $2,848,933 ============= ============= April 30, January 31, 2001 2001 ----------------------------------- Identifiable asset Product recovery/pollution control equipment $40,860,857 $40,274,449 Fluid handling equipment 19,677,500 18,785,577 ------------- ------------- 60,538,357 59,060,026 Corporate 9,538,305 10,091,315 ------------- ------------- $70,076,662 $69,151,341 ============= =============
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. NOTE 7 - 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. -7- REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors Met-Pro Corporation Harleysville, Pennsylvania We have reviewed the accompanying consolidated balance sheet of Met-Pro Corporation and its wholly-owned subsidiaries as of April 30, 2001 and the related consolidated statements of operations, stockholders' equity and cash flows for the three-month periods ended April 30, 2001 and 2000. 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 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, 2001 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 22, 2001, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of January 31, 2001 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 16, 2001 -8- MET-PRO CORPORATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations: The following table sets forth, for the three-month period indicated, certain financial information derived from the Company's consolidated statement of operations expressed as a percentage of net sales.
Three Months Ended April 30, 2001 2000 ------------------------------------------------------------------------------ Net sales 100.0% 100.0% Cost of goods sold 63.4% 66.5% ----------------------------------------------------------------------------- Gross profit 36.6% 33.5% Selling 10.5% 8.9% General and administrative 10.9% 10.5% ----------------------------------------------------------------------------- Income from operations 15.2% 14.1% Interest expense (.9%) (.9%) Other income, net .5% .4% ----------------------------------------------------------------------------- Income before taxes 14.8% 13.6% Provision for taxes 5.5% 4.9% ----------------------------------------------------------------------------- Net income 9.3% 8.7% -----------------------------------------------------------------------------
Three Months Ended April 30, 2001 vs Three Months Ended April 30, 2000 Net sales for the three-month period ended April 30, 2001 were $17,556,044 compared to $20,250,931 for the three-month period ended April 30, 2000, a decrease of $2,694,887 or 13.3%. Sales in the Product Recovery/Pollution Control Equipment segment were $10,361,710 or 20.6% lower than the three-month period April 30, 2000 due to lower demand for our product recovery equipment. Sales in the Fluid Handling Equipment segment were $7,194,334 or slightly lower than the three-month period ended April 30, 2000. Backlog at April 30, 2001 totaled $13,540,476 or 18.9% higher than the backlog of orders on hand at April 30, 2000. In addition, the Company had $4,280,236 of orders that 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, 2001 was $1,635,715 compared to $1,753,284 for the three-month period ended April 30, 2000, a decrease of $117,569 or 6.7%. The decrease in net income is related to the lower sales in the Product Recovery/Pollution Control Equipment segment, offset by higher gross margins in the Fluid Handling Equipment segment. The gross margin for the three-month period ended April 30, 2001 was 36.6% versus 33.5% for the same period in the prior year due to higher gross margins experienced in the Fluid Handling Equipment segment. The Fluid Handling Equipment segment represented 41.0% of the Company's sales in the three-month period ended April 30, 2001 compared to 35.6% for the three-month period ended April 30, 2000. Selling expense increased $32,128 during the three-month period ended April 30, 2001 compared to the same period last year. Selling expense as a percentage of net sales was 10.5% for the three-month period ended April 30, 2001, compared to 8.9% for the three-month period ended April 30, 2000. -9- MET-PRO CORPORATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations continued... General and administrative expense was $1,912,887 for the three-month period ended April 30, 2001 compared to $2,117,044 for the same period last year, a decrease of $204,157. General and administrative expense as a percentage of net sales was 10.9% for the three-month period ended April 30, 2001 compared to 10.5% for the same period last year. Interest expense was $151,069 for the three-month period ended April 30, 2001 compared to $184,831 for the same period in the prior year, or a decrease of $33,762. Other income, net, decreased $10,598 for the three-month period ended April 30, 2001 compared to the three-month period ended April 30, 2000 principally as the result of currency translation adjustments. The effective tax rate for the three-month period ended April 30, 2001 was 37.0% compared to 36.5% for the three-month period ended April 30, 2000. Liquidity: The Company's cash and cash equivalents were $9,492,386 on April 30, 2001 compared to $8,510,045 on January 31, 2001, an increase of $982,341. This increase is the net result of the positive cash flows provided by operating activities of $2,254,509, proceeds received from the sale of property and equipment amounting to $49,350, and proceeds of $30,000 received from the exercise of stock options, offset by payment of the quarterly cash dividend amounting to $479,756 (net of $38,406 of dividends returned to the Company for stock purchases under the Dividend Reinvestment Plan), payments on long-term debt totalling $503,708, purchases of treasury stock amounting to $1,647, and investment in property and equipment amounting to $341,507. 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 $12,927,884 on April 30, 2001 compared to $14,208,689 on January 31, 2001, which represents a decrease of $1,280,805. 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 $14,417,415 on April 30, 2001 compared to $13,085,969 on January 31, 2001, an increase of $1,331,446. Inventory balances fluctuate depending upon market demand, the size and timing of orders, and varying lead times required. Current liabilities amounted to $13,087,785 on April 30, 2001 compared to $12,957,995 on January 31, 2001, an increase of $129,790. Customer advances and accounts payable, offset by the reduction in accrued expenses 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, 2001, amounted to $2,254,509 compared with $2,075,410 in the three-month period ended April 30, 2000, an increase of $179,099. Cash flows used in investing activities during the three-month period ended April 30, 2001 amounted to $292,157 compared with $159,383 for the three-month period ended April 30, 2000. The Company's investing activities principally represent the acquisitions of property, plant and equipment in the two operating segments. -10- MET-PRO CORPORATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations continued... Financing activities during the three-month period ended April 30, 2001 utilized $955,111 of available resources compared to $1,942,003 for the three-month period ended April 30, 2000. The $986,892 decrease in cash flows used in financing activities is primarily due to $968,006 reduction in stock repurchases. The 2001 activity is the result of the payment of the quarterly cash dividend amounting to $479,756 (net of $38,406 of dividends returned to the Company for stock purchases under the Dividend Reinvestment Plan), reduction of long-term debt totalling $503,708, plus the purchase of treasury stock totalling $1,647, offset by the proceeds from the exercise of stock options totalling $30,000. The Board of Directors declared quarterly dividends of $.085 per share payable on March 9, 2001 and June 8, 2001 to stockholders of record as of February 23, 2001 and May 25, 2001, 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 Concerning Forward-Looking Statements: In this Management's Discussion and Analysis, and elsewhere in this Quarterly Report, we have made forward-looking statements. These statements are based on our estimates and assumptions and are subject to risk and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations. Forward-looking statements also include those preceded or followed by the words "anticipates", "believes", "estimates", "hopes" or other similar expressions. For those statements, we claim protection of the safe harbor for all forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The following important factors, along with those discussed elsewhere in our filings with the Securities and Exchange Commission including without limitation our Annual Report on Form 10-K for the year ended January 31, 2001, could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements: o materially adverse changes in economic conditions in the markets served by us or in significant customers of ours; o material changes in available technology; o changes in our accounting rules promulgated by regulatory agencies, including the Securities and Exchange Commission, which could result in an impact on earnings; o unexpected results in our product development activities; o changes in our existing management; o unexpected changes in our execution of customers orders; and o changes in federal or state laws. -11- 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. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-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, 2001. -12- 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) June 5, 2001 /s/ William L. Kacin ----------------------------------- William L. Kacin, Chairman, President and Chief Executive Officer June 5, 2001 /s/ Gary J. Morgan ----------------------------------- Gary J. Morgan, Vice President - Finance, Secretary and Treasurer, Chief Financial Officer, Chief Accounting Officer and Director -13- -----END PRIVACY-ENHANCED MESSAGE-----