OF THE SECURITIES EXCHANGE ACT OF 1934
or
OF THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended: January 31, 2004 | Commission file number 001-07763 |
Pennsylvania | 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) |
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on | ||
Title of each class | which registered | |
Common Shares, par value $0.10 per share | New York Stock Exchange |
Common Shares, par value $0.10 per share | ||
(Title of Class) |
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 (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. X |
Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Act). Yes X No |
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average of the bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $94,302,728 |
The number of Registrant’s outstanding Common Shares was 8,349,940 as of April 13, 2004. |
Form 10-K | ||
Part Number | ||
Portions of Registrant’s Definitive Proxy Statement filed pursuant to Regulation 14A in connection with Registrant’s Annual Meeting of Shareholders to be held on June 9, 2004. | III |
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Met-Pro’s prospects are subject to certain uncertainties and risks. This Annual Report on Form 10-K also contains certain forward-looking statements within the meaning of the Federal securities laws. Met-Pro’s future results may differ materially from its current results and actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors.Readers should pay particular attention to the considerations described in the section of this report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements; Factors that May Affect Future Results.”Readers should also carefully review the risk factors described in the other documents Met-Pro files from time to time with the Securities and Exchange Commission. |
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2 | ||
Percentage of Net Sales | |||
Fiscal Year Ended January 31, |
| 2004 | 2003 | 2002 | ||
United States | 82.6% | 84.7% | 84.3% | ||
Foreign | 17.4% | 15.3% | 15.7% | ||
Net Sales | 100.0% | 100.0% | 100.0% | ||
3 | ||
4 | ||
5 | ||
6 | ||
Name | Structure | Property/Location | Status |
Executive Offices, | 73,000 square feet, cement | 17 acres in Harleysville, | Owned |
International Division, | building, with finestone facing, | Pennsylvania | |
Mefiag Division and | built 1976 | ||
Strobic Air Corporation | |||
Sethco Division | 30,000 square feet, cement | 4 acres in Hauppauge, | Owned |
block with brick facing | Long Island, New York | ||
built 1982 | |||
Fybroc Division | 47,500 square feet, cement | 8 acres in Telford, | Owned |
building with brick facing, | Pennsylvania | ||
built 1991 | |||
Keystone Filter Division | 31,000 square feet, cement | 2.3 acres in Hatfield, | Owned |
block, built 1978 | Pennsylvania | ||
Systems Division | 3,375 square feet, | Kulpsville, Pennsylvania | Leased(1) |
brick building | |||
Dean Pump Division | 66,000 square feet, metal | 17.1 acres in | Owned |
building | Indianapolis, Indiana | ||
Duall Division | 63,000 square feet, metal | 7 acres in Owosso, | Owned |
and masonry building | Michigan | ||
Stiles-Kem Division | 22,000 square feet, cement | 2.55 acres in | Owned |
block building, built 1996 | Waukegan, Illinois | ||
Pristine Hydrochemical Inc. | 1,500 square feet office and | Williston, North Dakota | Leased |
warehouse facility | |||
Flex-Kleen Division | 13,760 square feet, brick | Itasca, Illinois | Leased(2) |
building | |||
37,320 square feet, metal | Sharpsburg, North Carolina | Leased(3) | |
building | |||
Mefiag B.V. | 17,200 square feet, metal | 1.1 acres in | Owned |
and masonry building | Heerenveen, Holland | ||
Vacant land | 3 acres in Heerenveen, Holland | Owned | |
Flex-Kleen Canada Inc. | 3,187 square feet, masonry | Barrie, Ontario, Canada | Leased(4) |
building |
7 | ||
8 | ||
Quarter ended | ||||
Year ended January 31, 2004 | April | July | October | January |
Price range of common shares: | ||||
High | $10.58 | $11.47 | $14.50 | $18.00 |
Low | 9.53 | 9.98 | 11.44 | 14.06 |
Cash dividend paid | .0675 | .0675 | .0675 | .0725 |
Year ended January 31, 2003 | April | July | October | January |
Price range of common shares: | ||||
High | $11.66 | $12.02 | $10.73 | $10.88 |
Low | 9.79 | 9.34 | 9.38 | 9.75 |
Cash dividend paid | .0638 | .0638 | .0638 | .0675 |
Number of Securities | |||
Remaining Available | |||
Number of Securities | For Future Issuance | ||
to be Issued Upon | Weighted-Average | Under Equity | |
Exercise of | Exercise Price of | Compensation Plans | |
Outstanding Options, | Outstanding Options, | (Excluding Securities | |
Plan Category | Warrants and Rights | Warrants and Rights | Reflected in Column (A)) |
(A) | (B) | (C) | |
Equity compensation plans approved by | |||
security holders | 356,831 | $9.21 | 625,490 |
Equity compensation plans not approved | |||
by security holders | - | - | - |
9 | ||
Years ended January 31, | |||||||||
2004 | 2003 | 2002 | 2001 | 2000 | |||||
Selected Operating Statement Data | |||||||||
Net sales | $75,058,929 | $69,619,382 | $70,088,446 | $81,203,550 | $78,449,992 | ||||
Income from operations | 11,167,238 | 9,154,986 | 9,451,925 | 12,513,886 | 11,410,679 | ||||
Net income | 6,346,579 | 5,888,379 | 6,189,317 | 7,773,720 | 7,072,642 | ||||
Earnings per share, basic (a) | .76 | .71 | .76 | .95 | .81 | ||||
Earnings per share, diluted (a) | .76 | .71 | .76 | .94 | .81 | ||||
Selected Balance Sheet Data | |||||||||
Current assets | $48,173,429 | $40,631,745 | $37,411,679 | $37,412,259 | $35,722,971 | ||||
Current liabilities | 14,229,463 | 9,750,309 | 10,151,149 | 12,957,995 | 13,681,578 | ||||
Working capital | 33,943,966 | 30,881,436 | 27,260,530 | 24,454,264 | 22,041,393 | ||||
Current ratio | 3.4 | 4.2 | 3.7 | 2.9 | 2.6 | ||||
Total assets | 81,135,557 | 73,754,671 | 68,070,192 | 69,151,341 | 68,641,983 | ||||
Long-term obligations | 5,447,869 | 7,111,995 | 7,125,195 | 8,100,000 | 9,933,014 | ||||
Total shareholders’ equity | 60,270,734 | 56,045,885 | 50,279,394 | 47,061,366 | 44,206,333 | ||||
Total capitalization | 65,718,603 | 63,157,880 | 57,404,589 | 55,161,366 | 54,139,347 | ||||
Return on average total assets, % | 8.2 | 8.3 | 9.0 | 11.3 | 10.0 | ||||
Return on average shareholders’ equity, % | 10.9 | 11.1 | 12.7 | 17.0 | 15.7 | ||||
Other Financial Data | |||||||||
Net cash flows from operating activities | $8,232,851 | $5,831,186 | $8,301,567 | $10,047,845 | $10,204,749 | ||||
Capital expenditures | 952,812 | 752,125 | 1,631,356 | 1,023,682 | 1,193,559 | ||||
Shareholders’ equity per share (a) | 7.24 | 6.76 | 6.20 | 5.80 | 5.19 | ||||
Cash dividends paid per share (a) (b) | .275 | .259 | .255 | .24 | .36 | ||||
Average common shares, basic (a) | 8,297,668 | 8,239,491 | 8,145,521 | 8,203,100 | 8,722,947 | ||||
Average common shares, diluted (a) | 8,398,256 | 8,295,328 | 8,191,783 | 8,231,249 | 8,769,093 | ||||
Common shares outstanding (a) | 8,323,277 | 8,288,492 | 8,110,896 | 8,120,207 | 8,521,656 | ||||
10 | ||
Years ended January 31, | |||||||
2004 | 2003 | 2002 | |||||
Net sales | 100.0 | % | 100.0 | % | 100.0 | % | |
Cost of goods sold | 64.5 | % | 65.3 | % | 65.7 | % | |
Gross profit | 35.5 | % | 34.7 | % | 34.3 | % | |
Selling, general and administrative expense | 20.6 | % | 21.6 | % | 20.8 | % | |
Income from operations | 14.9 | % | 13.1 | % | 13.5 | % | |
Interest expense | (.6 | %) | (.7 | %) | (.8 | %) | |
Other income/(expense), net | (1.5 | %) | .4 | % | 1.2 | % | |
Income before taxes | 12.8 | % | 12.8 | % | 13.9 | % | |
Provision for taxes | 4.4 | % | 4.4 | % | 5.1 | % | |
Net income | 8.4 | % | 8.4 | % | 8.8 | % | |
11 | ||
12 | ||
13 | ||
14 | ||
- the write-down of costs in excess of net assets of businesses acquired (goodwill), as a result of the determination that the acquired business is impaired. Our Flex-Kleen Division, which initially performed well after being acquired by Met-Pro, has experienced declining performance during the last several years due primarily to a general weakness in its served markets. During the fiscal year ended January 31, 2004 we performed an impairment analysis of the $11.1 million of goodwill that the Company carries for Flex-Kleen and concluded that no impairment has occurred. However, if Flex-Kleen’s performance does not improve sufficiently in the current fiscal year, we may be required to write off some or all of the goodwill;
- materially adverse changes in economic conditions in the markets served by us or in significant customers of ours;
- material changes in available technology;
- changes in our accounting rules promulgated by regulatory agencies, including the SEC, which could result in an impact on earnings;
- unexpected results in our product development activities;
- loss of key customers;
- changes in product mix;
- changes in our existing management;
- exchange rate fluctuations;
- changes in federal, state laws and regulations;
- lower than anticipated return on investments in the Company’s defined benefit plans, which could affect the amount of the Company’s pension liabilities;
- the assertion of litigation claims that the Company’s products, including products produced by companies acquired by the Company, infringe third party patents or have caused injury, loss or damage;
- adverse developments in the asbestos cases that have been filed against the Company, including without limitations adverse developments in the availability of insurance coverage in these cases;
- the effect of acquisitions and other strategic ventures;
- failure to properly quote and/or execute customer orders, including misspecifications, design, engineering or production errors;
15 | ||
- losses related to international sales; and/or
- failure in execution of acquisition strategy.
Page | ||
Consolidated Financial Statements: | ||
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18 | ||
19 | ||
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21 | ||
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23 | ||
Supplementary Data: | ||
40 |
16 | ||
17 | ||
MET-PRO CORPORATION |
Years ended January 31, | |||||||
2004 | 2003 | 2002 | |||||
Net sales | $75,058,929 | $69,619,382 | $70,088,446 | ||||
Cost of goods sold | 48,406,090 | 45,439,557 | 46,060,214 | ||||
Gross profit | 26,652,839 | 24,179,825 | 24,028,232 | ||||
Operating expenses | |||||||
Selling | 7,662,594 | 7,139,082 | 6,998,234 | ||||
General and administrative | 7,823,007 | 7,885,757 | 7,578,073 | ||||
15,485,601 | 15,024,839 | 14,576,307 | |||||
Income from operations | 11,167,238 | 9,154,986 | 9,451,925 | ||||
Interest expense | (441,704 | ) | (505,394 | ) | (557,855 | ) | |
Other income/(expense), net | (1,109,506 | ) | 278,126 | 852,885 | |||
Income before taxes | 9,616,028 | 8,927,718 | 9,746,955 | ||||
Provision for taxes | 3,269,449 | 3,039,339 | 3,557,638 | ||||
Net income | $6,346,579 | $5,888,379 | $6,189,317 | ||||
Earnings per share | |||||||
Basic (adjusted for stock split) | $.76 | $ .71 | $.76 | ||||
Diluted (adjusted for stock split) | $.76 | $ .71 | $.76 | ||||
Average number of common and common equivalent shares outstanding | �� | ||||||
Basic (adjusted for stock split) | 8,297,668 | 8,239,491 | 8,145,521 | ||||
Diluted (adjusted for stock split) | 8,398,256 | 8,295,328 | 8,191,783 | ||||
18 | ||
MET-PRO CORPORATION |
January 31, | |||||
ASSETS | 2004 | 2003 | |||
Current assets | |||||
Cash and cash equivalents | $16,996,253 | $13,429,367 | |||
Accounts receivable, net of allowance for | |||||
doubtful accounts of approximately | |||||
$208,000 and $263,000, respectively | 16,608,344 | 12,217,315 | |||
Inventories | 12,755,011 | 13,374,128 | |||
Prepaid expenses, deposits and other current assets | 1,209,395 | 979,714 | |||
Deferred income taxes | 604,426 | 631,221 | |||
Total current assets | 48,173,429 | 40,631,745 | |||
Property, plant and equipment, net | 11,514,199 | 11,950,422 | |||
Costs in excess of net assets of businesses acquired, net | 20,798,913 | 20,798,913 | |||
Other assets | 649,016 | 373,591 | |||
Total assets | $81,135,557 | $73,754,671 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
Current liabilities | ||||
Current portion of long-term debt | $1,533,866 | $1,536,926 | ||
Accounts payable | 5,073,554 | 2,810,002 | ||
Accrued salaries, wages and expenses | 6,542,306 | 4,827,241 | ||
Dividend payable | 602,755 | 559,167 | ||
Customers’ advances | 476,982 | 16,973 | ||
Total current liabilities | 14,229,463 | 9,750,309 | ||
Long-term debt | 5,447,869 | 7,111,995 | ||
Other non-current liabilities | 38,818 | 36,621 | ||
Deferred income taxes | 1,148,673 | 809,861 | ||
Total liabilities | 20,864,823 | 17,708,786 | ||
Commitments | ||||
Shareholders’ equity | ||||
Common shares, $.10 par value; 18,000,000 shares | ||||
authorized, 9,634,956 and 9,635,071 shares issued, | ||||
of which 1,311,679 and 1,346,579 shares were reacquired | ||||
and held in treasury at the respective dates | 963,496 | 722,630 | ||
Additional paid-in capital | 7,955,459 | 8,196,782 | ||
Retained earnings | 63,727,425 | 59,705,267 | ||
Accumulated other comprehensive loss | (328,616 | ) | (541,959 | ) |
Treasury shares, at cost | (12,047,030 | ) | (12,036,835 | ) |
Total shareholders’ equity | 60,270,734 | 56,045,885 | ||
Total liabilities and shareholders’ equity | $81,135,557 | $73,754,671 | ||
19 | ||
MET-PRO CORPORATION |
Years ended January 31, | ||||||
2004 | 2003 | 2002 | ||||
Cash flows from operating activities | ||||||
Net income | $6,346,579 | $5,888,379 | $6,189,317 | |||
Adjustments to reconcile net income to net | ||||||
cash provided by operating activities: | ||||||
Depreciation and amortization | 1,571,482 | 1,559,357 | 2,046,007 | |||
Deferred income taxes | 471,652 | 379,874 | 155,419 | |||
(Gain) loss on sales of property and equipment, net | 24,906 | (5,247 | ) | (472,895 | ) | |
Allowance for doubtful accounts | (55,077 | ) | 34,188 | 10,721 | ||
(Increase) decrease in operating assets, | ||||||
net of acquisition of business: | ||||||
Accounts receivable | (4,156,402 | ) | (1,420,024 | ) | 3,658,676 | |
Inventories | 766,704 | 591,932 | (687,317 | ) | ||
Prepaid expenses, deposits and other current assets | (214,988 | ) | (52,207 | ) | 115,808 | |
Other assets | (336,490 | ) | (8,408 | ) | (8,092 | ) |
Increase (decrease) in operating liabilities, | ||||||
net of acquisition of business: | ||||||
Accounts payable and accrued expenses | 3,352,279 | (406,094 | ) | (2,933,944 | ) | |
Customers’ advances | 460,009 | (732,761 | ) | 140,289 | ||
Other non-current liabilities | 2,197 | 2,197 | 87,578 | |||
Net cash provided by operating activities | 8,232,851 | 5,831,186 | 8,301,567 | |||
Cash flows from investing activities | ||||||
Proceeds from sale of property and equipment | - | 19,347 | 1,095,456 | |||
Acquisitions of property and equipment | (952,812 | ) | (752,125 | ) | (1,631,356 | ) |
Payment for acquisition of business | - | (465,673 | ) | - | ||
Net cash (used in) investing activities | (952,812 | ) | (1,198,451 | ) | (535,900 | ) |
Cash flows from financing activities | ||||||
Proceeds from new borrowing | - | 16,373 | - | |||
Reduction of debt | (1,536,927 | ) | (1,235,974 | ) | (1,741,711 | ) |
Exercise of stock options | 884,339 | 353,229 | 1,092,253 | |||
Payment of dividends | (2,280,833 | ) | (2,029,579 | ) | (1,934,132 | ) |
Purchase of treasury shares | (893,570 | ) | (289,218 | ) | (1,793,435 | ) |
Payment of cash in lieu of fractional shares | (1,421 | ) | - | - | ||
Net cash (used in) financing activities | (3,828,412 | ) | (3,185,169 | ) | (4,377,025 | ) |
Effect of exchange rate changes on cash | 115,259 | 149,541 | (66,427 | ) | ||
Net increase in cash and cash equivalents | 3,566,886 | 1,597,107 | 3,322,215 | |||
Cash and cash equivalents at beginning of year | 13,429,367 | 11,832,260 | 8,510,045 | |||
Cash and cash equivalents at end of year | $16,996,253 | $13,429,367 | $11,832,260 | |||
20 | ||
MET-PRO CORPORATION |
Accumulated | |||||||||||||||||
Additional | Other | ||||||||||||||||
Common | Paid-in | Retained | Comprehensive | Treasury | |||||||||||||
Shares | Capital | Earnings | Income/(Loss) | Shares | 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 | - | - | 6,189,317 | - | - | ||||||||||||||||
Cumulative translation adjustment | - | - | - | (231,570 | ) | - | |||||||||||||||
Interest rate swap, net of tax of $60,357 | - | - | - | (105,004 | ) | - | |||||||||||||||
Total comprehensive income | 5,852,743 | ||||||||||||||||||||
Dividends paid, $.255 per share | - | - | (1,562,968 | ) | - | - | (1,562,968 | ) | |||||||||||||
Dividend declared, $.0638 per share | - | - | (517,070 | ) | - | - | (517,070 | ) | |||||||||||||
Proceeds from issuance of common | |||||||||||||||||||||
shares under dividend reinvestment | |||||||||||||||||||||
plan (16,776 shares) | 1,258 | 145,247 | - | - | - | 146,505 | |||||||||||||||
Stock option transactions | - | (405,678 | ) | - | - | 1,497,931 | 1,092,253 | ||||||||||||||
Purchase of 194,120 treasury shares | - | - | - | - | (1,793,435 | ) | (1,793,435 | ) | |||||||||||||
Balances, January 31, 2002 | 721,916 | 7,879,368 | 55,990,079 | (827,737 | ) | (13,484,232 | ) | 50,279,394 | |||||||||||||
Comprehensive income: | |||||||||||||||||||||
Net income | - | - | 5,888,379 | - | - | ||||||||||||||||
Cumulative translation adjustment | - | - | - | 617,563 | - | ||||||||||||||||
Interest rate swap, net of tax of $109,056 | - | - | - | (202,802 | ) | - | |||||||||||||||
Minimum pension liability adjustment, | |||||||||||||||||||||
net of tax of $70,991 | - | - | - | (128,983 | ) | - | |||||||||||||||
Total comprehensive income | 6,174,157 | ||||||||||||||||||||
Issuance of treasury shares for acquisition | |||||||||||||||||||||
of business | - | 250,782 | - | - | 1,349,218 | 1,600,000 | |||||||||||||||
Dividends paid, $.2588 per share | - | - | (1,614,024 | ) | - | - | (1,614,024 | ) | |||||||||||||
Dividend declared, $.0675 per share | - | - | (559,167 | ) | - | - | (559,167 | ) | |||||||||||||
Proceeds from issuance of common | |||||||||||||||||||||
shares under dividend reinvestment | |||||||||||||||||||||
plan (9,517 shares) | 714 | 100,801 | - | - | - | 101,515 | |||||||||||||||
Stock option transactions | - | (34,169 | ) | - | - | 387,397 | 353,228 | ||||||||||||||
Purchase of 26,588 treasury shares | - | - | - | - | (289,218 | ) | (289,218 | ) | |||||||||||||
Balances, January 31, 2003 | 722,630 | 8,196,782 | 59,705,267 | (541,959 | ) | (12,036,835 | ) | 56,045,885 | |||||||||||||
Comprehensive income: | |||||||||||||||||||||
Net income | - | - | 6,346,579 | - | - | ||||||||||||||||
Cumulative translation adjustment | - | - | - | 449,074 | - | ||||||||||||||||
Interest rate swap, net of tax of ($51,447) | - | - | - | 78,812 | - | ||||||||||||||||
Minimum pension liability adjustment, | |||||||||||||||||||||
net of tax of $157,492 | - | - | - | (314,543 | ) | - | |||||||||||||||
Total comprehensive income | 6,559,922 | ||||||||||||||||||||
Stock split four-for-three | 240,866 | (240,866 | ) | - | - | - | - | ||||||||||||||
Cash in lieu of fractional shares | - | (1,421 | ) | - | - | - | (1,421 | ) | |||||||||||||
Dividends paid, $.275 per share | - | - | (1,721,666 | ) | - | - | (1,721,666 | ) | |||||||||||||
Dividend declared, $.0725 per share | - | - | (602,755 | ) | - | - | (602,755 | ) | |||||||||||||
Stock option transactions | - | 964 | - | - | 883,375 | 884,339 | |||||||||||||||
Purchase of 62,480 treasury shares | - | - | - | - | (893,570 | ) | (893,570 | ) | |||||||||||||
Balances, January 31, 2004 | $963,496 | $7,955,459 | $63,727,425 | ($328,616 | ) | ($12,047,030 | ) | $60,270,734 | |||||||||||||
21 | ||
MET-PRO CORPORATION |
Years ended January 31, | ||||
2004 | 2003 | 2002 | ||
Net sales to unaffiliated customers | ||||
Product recovery/pollution control equipment | $50,746,995 | $46,094,834 | $44,498,316 | |
Fluid handling equipment | 24,311,934 | 23,524,548 | 25,590,130 | |
$75,058,929 | $69,619,382 | $70,088,446 | ||
Includes foreign sales of: | ||||
Product recovery/pollution control equipment | $5,234,164 | $4,777,495 | $4,437,309 | |
Fluid handling equipment | 7,811,469 | 5,907,012 | 6,598,746 | |
$13,045,633 | $10,684,507 | $11,036,055 | ||
Income from operations | ||||
Product recovery/pollution control equipment | $7,977,169 | $6,039,173 | $5,144,940 | |
Fluid handling equipment | 3,190,069 | 3,115,813 | 4,306,985 | |
$11,167,238 | $9,154,986 | $9,451,925 | ||
Depreciation and amortization expense | ||||
Product recovery/pollution control equipment | $887,979 | $859,590 | $1,303,761 | |
Fluid handling equipment | 683,503 | 699,767 | 742,246 | |
$1,571,482 | $1,559,357 | $2,046,007 | ||
Capital expenditures | ||||
Product recovery/pollution control equipment | $443,884 | $301,437 | $675,435 | |
Fluid handling equipment | 308,833 | 315,409 | 746,241 | |
752,717 | 616,846 | 1,421,676 | ||
Corporate | 200,095 | 135,279 | 209,680 | |
$952,812 | $752,125 | $1,631,356 | ||
Identifiable assets at January 31 | ||||
Product recovery/pollution control equipment | $44,613,967 | $41,396,626 | $38,945,179 | |
Fluid handling equipment | 19,313,159 | 18,417,187 | 18,209,157 | |
63,927,126 | 59,813,813 | 57,154,336 | ||
Corporate | 17,208,431 | 13,940,858 | 10,915,856 | |
$81,135,557 | $73,754,671 | $68,070,192 | ||
22 | ||
MET-PRO CORPORATION |
23 | ||
MET-PRO CORPORATION |
January 31, | |||||
2004 | 2003 | 2002 | |||
Net income as reported | $6,346,579 | $5,888,379 | $6,189,317 | ||
Add: amortization | - | - | 314,775 | ||
Adjusted net income | $6,346,579 | $5,888,379 | $6,504,092 | ||
Basic earnings per share as reported | $.76 | $.71 | $.76 | ||
Add: amortization | - | - | .04 | ||
Adjusted basic earnings per share | $.76 | $.71 | $.80 | ||
Diluted earnings per share as reported | $.76 | $.71 | $.76 | ||
Add: amortization | - | - | .03 | ||
Adjusted diluted earnings per share | $.76 | $.71 | $.79 | ||
Adjusted for four-for-three stock split. |
Product Recovery/ | |||||
Pollution Control | Fluid Handling | ||||
Equipment | Equipment | Total |
Balance as of February 1, 2003 | $19,066,431 | $1,732,482 | $20,798,913 | ||||
Goodwill acquired during the period | - | - | - | ||||
Balance as of January 31, 2004 | $19,066,431 | $1,732,482 | $20,798,913 | ||||
24 | ||
MET-PRO CORPORATION |
2004 | 2003 | 2002 | |
Net income: | |||
As reported | $6,346,579 | $5,888,379 | $6,189,317 |
Pro forma | 6,182,008 | 5,788,478 | 6,097,825 |
Basic earnings per share: | |||
As reported | $.76 | $.71 | $.76 |
Pro forma | .75 | .70 | .75 |
Diluted earnings per share: | |||
As reported | $.76 | $.71 | $.76 |
Pro forma | .74 | .70 | .74 |
25 | ||
MET-PRO CORPORATION |
2004 | 2003 | 2002 | |||
Cash paid during the year for: | |||||
Interest | $395,494 | $465,728 | $560,697 | ||
Income taxes | 2,634,096 | 2,732,862 | 3,431,219 | ||
26 | ||
MET-PRO CORPORATION |
NOTE 2: | FAIR VALUE OF FINANCIAL INSTRUMENTS |
January 31, | |||||
2004 | 2003 | ||||
Fair value | $7,011,068 | $8,693,870 | |||
Carrying amount | 6,981,735 | 8,648,921 | |||
27 | ||
MET-PRO CORPORATION |
NOTE 3: | ACQUISITION OF BUSINESS |
January 31, | |||
2004 | 2003 | ||
Net sales | $75,058,929 | $70,391,540 | |
Income before taxes | 9,616,028 | 9,085,238 | |
Net income | 6,346,579 | 5,996,257 | |
Earnings per share, basic | $.76 | $.73 | |
Earnings per share, diluted | .76 | .72 | |
Adjusted for four-for-three stock split. |
28 | ||
MET-PRO CORPORATION |
NOTE 4: | INVENTORIES |
January 31, | |||
2004 | 2003 | ||
Raw materials | $7,069,349 | $7,066,298 | |
Work in process | 1,186,898 | 1,366,127 | |
Finished goods | 4,498,764 | 4,941,703 | |
$12,755,011 | $13,374,128 | ||
NOTE 5: | PROPERTY, PLANT AND EQUIPMENT |
January 31, | |||
2004 | 2003 | ||
Land | $2,131,045 | $2,057,581 | |
Buildings and improvements | 11,266,376 | 11,040,510 | |
Machinery and equipment | 11,596,206 | 11,324,083 | |
Furniture and fixtures | 4,716,192 | 4,485,052 | |
Automotive equipment | 1,093,741 | 982,895 | |
Construction in progress | 73,388 | 87,059 | |
30,876,948 | 29,977,180 | ||
Less accumulated depreciation | 19,362,749 | 18,026,758 | |
$11,514,199 | $11,950,422 | ||
Depreciation of property, plant and equipment charged to operations amounted to $1,510,417, $1,486,083 and $1,461,478 for the years ended in 2004, 2003 and 2002, respectively.
29 | ||
MET-PRO CORPORATION |
NOTE 6: | DEBT |
January 31, | |||
2004 | 2003 | ||
Note payable, bank, payable in | |||
quarterly installments of $300,000, | |||
plus interest at a fixed rate swap of | |||
5.98%, maturing October, 2008 | $5,700,000 | $6,900,000 | |
Notes payable, payable in annual | |||
installments of $300,000, plus | |||
interest at a fixed rate of 4.75%, | |||
maturing May, 2006 | 900,000 | 1,200,000 | |
Various equipment notes, payable in monthly | |||
installments ranging from $455 to | |||
$1,074, maturing November | |||
2004 through March 2005, no | |||
interest | 34,776 | 71,702 | |
6,634,776 | 8,171,702 | ||
Less current portion | 1,533,866 | 1,536,926 | |
5,100,910 | 6,634,776 | ||
Fair market value of interest rate | |||
swap liability | 346,959 | 477,219 | |
Long-term portion | $5,447,869 | $7,111,995 | |
Year Ending | ||||
January 31, | ||||
2005 | $1,533,866 | |||
2006 | 1,500,910 | |||
2007 | 1,500,000 | |||
2008 | 1,200,000 | |||
2009 | 900,000 | |||
Thereafter | - | |||
$6,634,776 | ||||
30 | ||
MET-PRO CORPORATION |
NOTE 7: | SHAREHOLDERS’ EQUITY |
NOTE 8: | INCOME TAXES |
2004 | 2003 | 2002 | |||
Current | |||||
Federal | $2,331,231 | $2,291,842 | $2,675,479 | ||
State | 242,078 | 275,729 | 552,851 | ||
Foreign | 224,488 | 91,894 | 173,889 | ||
2,797,797 | 2,659,465 | 3,402,219 | |||
Deferred | 471,652 | 379,874 | 155,419 | ||
$3,269,449 | $3,039,339 | $3,557,638 | |||
31 | ||
MET-PRO CORPORATION |
2004 | 2003 | |||
Deferred tax assets | ||||
Inventory cost capitalization | $137,143 | $152,674 | ||
Pension cost | 955,321 | 639,327 | ||
Non-compete agreements | 334,896 | 395,783 | ||
Excess of tax over book basis of | ||||
property acquired in acquisition | - | 8,954 | ||
Other | 242,983 | 449,226 | ||
Total deferred tax assets | 1,670,343 | 1,645,964 | ||
Deferred tax liabilities | ||||
Accelerated depreciation | 612,907 | 478,219 | ||
Inventory - Dean Pump Division | 348,913 |
| 364,438 | |
Excess of book over tax basis of | ||||
property acquired in acquisitions | 17,296 | - | ||
Goodwill | 1,235,474 | 981,947 | ||
Total deferred tax liabilities | 2,214,590 |
| 1,824,604 | |
Net deferred tax assets/(liabilities) | ($544,247) | ($178,640 | ) | |
A reconciliation of the federal statutory rate and the Company’s effective tax rate is presented as follows:
2004 | 2003 | 2002 | |||||||||||||
Computed expected | |||||||||||||||
tax expense (federal) | $3,269,449 | 34.0 | % | $3,035,424 | 34.0 | % | $3,313,965 | 34.0 | % | ||||||
State income taxes, | |||||||||||||||
net of federal | |||||||||||||||
income tax benefit | 177,415 | 1.8 | 188,981 | 2.1 | 306,012 | 3.2 | |||||||||
Other | (177,415 | ) | (1.8 | ) | (185,066 | ) | (2.1 | ) | (62,339 | ) | (.7 | ) | |||
Effective income taxes | $3,269,449 | 34.0 | % | $3,039,339 | 34.0 | % | $3,557,638 | 36.5 | % | ||||||
NOTE 9: | LEASES AND OTHER COMMITMENTS |
2005 | $264,169 | |
2006 | 139,740 | |
2007 | 132,124 | |
2008 | 108,733 |
32 | ||
MET-PRO CORPORATION |
NOTE 10: | EMPLOYEE BENEFIT PLANS |
2004 | 2003 | 2002 | ||||
Service cost - benefits earned | ||||||
during the period | $549,886 | $574,129 | $570,695 | |||
Interest cost on projected | ||||||
benefit obligation | 916,844 | 881,278 | 836,860 | |||
Expected return on assets | (946,473 | ) | (1,064,136 | ) | (1,178,322 | ) |
Amortization | 91,995 | 31,332 | (440,135 | ) | ||
$612,252 | $422,603 | ($210,902 | ) | |||
33 | ||
MET-PRO CORPORATION |
2004 | 2003 | ||||
Change in benefit obligation: | |||||
Benefit obligation at beginning of year | $13,407,299 | $12,876,395 | |||
Service cost | 549,886 | 574,129 | |||
Interest cost | 916,844 | 881,278 | |||
Actuarial (gain) loss | 2,398,019 | (302,479 | ) | ||
Benefits paid | (893,971 | ) | (666,722 | ) | |
Other | - | 44,698 | |||
Benefit obligation at end of year | $16,378,077 | $13,407,299 | |||
Change in plan assets: | |||||
Fair value of plan assets at beginning of year | $10,837,628 | $12,125,268 | |||
Actual gain (loss) on plan assets | 1,642,973 | (1,080,918 | ) | ||
Employer contribution | 89,608 | 460,000 | |||
Benefits paid | (893,971 | ) | (666,722 | ) | |
Fair value of plan assets at end of year | $11,676,238 | $10,837,628 | |||
Funded status | ($4,701,839 | ) | ($2,569,671 | ) | |
Unrecognized actuarial loss | 1,829,201 | 130,739 | |||
Unrecognized transition (asset) | (102,405 | ) | (112,920 | ) | |
Unrecognized prior service costs | 837,285 | 936,738 | |||
Contribution after measurement date | 24,869 | 15,000 | |||
Net amount recognized | ($2,112,889 | ) | ($1,600,114 | ) | |
Amounts recognized in the balance sheet consist of: | |||||
Accrued benefit liability | ($3,137,520 | ) | ($1,815,088 | ) | |
Intangible assets | 327,753 | - | |||
Accumulated other comprehensive loss | 672,009 | 199,974 | |||
Contributions after measurement date | 24,869 | 15,000 | |||
Net amount recognized | ($2,112,889 | ) | ($1,600,114 | ) | |
2004 | 2003 | 2002 | |
Discount rate | 6.25% | 7.00% | 7.00% |
Expected long-term rate of | |||
return on assets | 9.00% | 9.00% | 9.00% |
Rate of increase in | |||
compensation levels | 3% for Three Years | 3% for Four Years | 3% for Five Years |
(where applicable) | Then 4.50% Thereafter | Then 4.50% Thereafter | Then 4.50% Thereafter |
34 | ||
MET-PRO CORPORATION |
2004 | 2003 | 2002 | ||
Discount rate | 7.00% | 7.00% | 7.00% | |
Expected long-term rate of | ||||
return on assets | 9.00% | 9.00% | 9.00% | |
Rate of increase in | ||||
compensation levels | 3% for Four Years | 3% for Five Years | 4.50% | |
(where applicable) | Then 4.50% Thereafter | Then 4.50% Thereafter | ||
In selecting the expected long-term rate of return on asset assumption, the Company considered the average rate of earnings on the funds invested or to be invested to provide for the benefits of these plans. This included considering the trust’s asset allocation and the expected returns likely to be earned over the life of the plans.
The table below sets forth the target allocations and asset allocations for the plan as follows:
2003 | 2002 | |||
Target allocation: | ||||
Equity securities | 40-80% | 40-80% | ||
Debt securities | 20-60% | 20-60% | ||
Asset allocation as of October 31: | ||||
Equity securities | 79% | 80% | ||
Debt securities | 21% | 19% | ||
Other | 0% | 1% | ||
Total | 100% | 100% | ||
35 | ||
MET-PRO CORPORATION |
36 | ||
MET-PRO CORPORATION |
1992 Plan | 2004 | 2003 | 2002 | |||
Options outstanding, beginning | - | - | 161,367 | |||
Grants | - | - | - | |||
Exercises | - | - | 151,367 | |||
Cancellations | - | - | 10,000 | |||
Options outstanding, ending | - | - | - | |||
Options price range at January 31 | - | - | $3.7500 | |||
to | ||||||
$9.8475 | ||||||
Options exercisable at January 31 | - | - | - | |||
Options available for grant at January 31 | 0 | 0 | 0 | |||
1997 Plan | 2004 | 2003 | 2002 | |||
Options outstanding, beginning | 347,408 | 271,167 | 176,100 | |||
Grants | 12,000 | 124,675 | 111,734 | |||
Exercises | 92,935 | 43,367 | 16,667 | |||
Cancellations | 9,600 | 5,067 | - | |||
Options outstanding, ending | 256,873 | 347,408 | 271,167 | |||
Options price range at January 31 | $7.3125 | $7.3125 | $7.3125 | |||
to | to | to | ||||
$9.8625 | $11.6250 | $11.6250 | ||||
Options exercisable at January 31 | 252,871 | 307,708 | 194,207 | |||
Options available for grant at January 31 | 558 | 12,558 | 137,233 | |||
2001 Plan | 2004 | 2003 | 2002 | |||
Options outstanding, beginning | - | - | - | |||
Grants | 108,402 | - | - | |||
Exercises | 4,444 | - | - | |||
Cancellations | 4,000 | - | - | |||
Options outstanding, ending | 99,958 | - | - | |||
Options price range at January 31 | $9.8100 | - | - | |||
to | ||||||
$9.8663 | ||||||
Options exercisable at January 31 | 65,150 | - | - | |||
Options available for grant at January 31 | 358,265 | 466,667 | 466,667 | |||
2004 | 2003 | 2002 | ||||
Options outstanding, beginning | $8.9775 | $8.4450 | $7.3125 | |||
Grants | $9.8119 |
| $9.8625 | $9.0600 | ||
Exercises | $9.0814 |
| $8.1450 | $6.5025 | ||
Cancellations | $9.6154 | $9.6525 | $9.8475 | |||
Options outstanding, ending | $9.2080 | $8.9775 | $8.4450 | |||
37 | ||
MET-PRO CORPORATION |
NOTE 11: | OTHER INCOME/(EXPENSE), NET |
Other income/(expense), net was comprised of the following:
2004 | 2003 | 2002 | ||||
Gain/(Loss) on sale of property and | ||||||
equipment | ($24,906 | ) | $5,248 | $472,895 | ||
Other, primarily interest income | 207,642 | 272,878 | 379,990 | |||
Unusual charge – patent litigation | (1,292,242 | ) | - | - | ||
($1,109,506 | ) | $278,126 | $852,885 | |||
NOTE 12: | BUSINESS SEGMENT DATA |
NOTE 13: | GEOGRAPHIC INFORMATION |
2004 | 2003 | 2002 | ||||
Net sales: | ||||||
United States | $62,013,296 | $58,934,875 | $59,052,391 | |||
Foreign | 13,045,633 | 10,684,507 | 11,036,055 | |||
$75,058,929 | $69,619,382 | $70,088,446 | ||||
Income from operations: | ||||||
United States | $9,217,442 | $8,093,077 | $8,337,026 | |||
Foreign | 1,949,796 | 1,061,909 | 1,114,899 | |||
$11,167,238 | $9,154,986 | $9,451,925 | ||||
Total assets: | ||||||
United States | $74,940,833 | $69,012,399 | $63,813,498 | |||
Foreign | 6,194,724 | 4,742,272 | 4,256,694 | |||
$81,135,557 | $73,754,671 | $68,070,192 | ||||
38 | ||
MET-PRO CORPORATION |
NOTE 14: | CONTINGENCIES |
39 | ||
Earning | Earnings | |||||||||
|
|
|
| Per Share, | Per Share, | |||||
2003 |
| Net Sales |
| GrossProfit |
| Net Income |
| Basic | Diluted |
First Quarter | $16,193,880 | $5,528,831 | $1,200,128 | $.15 | $.15 | |||||
Second Quarter | 18,278,083 | 6,176,474 | 1,433,166 | .18 | .17 | |||||
Third Quarter | 16,671,696 | 6,045,425 | 1,440,616 | .18 | .17 | |||||
Fourth Quarter | 18,475,723 | 6,429,095 | 1,814,469 | .22 | .22 |
Earning | Earnings | |||||||||
|
|
|
| Per Share, | Per Share, | |||||
2004 |
| Net Sales |
| GrossProfit |
| Net Income |
| Basic | Diluted |
First Quarter | $17,002,269 | $6,234,967 | $1,350,088 | .16 | .16 | |||||
Second Quarter | 18,626,209 | 6,648,468 | 1,568,039 | .19 | .19 | |||||
Third Quarter | 19,811,544 | 6,949,807 | 1,655,529 | .20 | .20 | |||||
Fourth Quarter | 19,618,907 | 6,819,597 | 1,772,923 | .21 | .21 |
40 | ||
(2)(a) | Agreement and Plan of Merger dated September 12, 1996 by and between Met-Pro Corporation, Met-Pro Acquisition Corporation, Strobic Air Corporation, Lynn T. Secrest, Ronald H. Secrest, Richard P. Secrest and John W. Stone, III. Incorporated by reference to Registrant’s Registration Statement on Form S-3 (File No. 333-13929), declared effective December 31, 1996. |
(2)(b) | Asset Purchase Agreement dated October 29, 1998 among Flex-Kleen Corporation, Flex-Kleen Canada Limited, Aqua Alliance, Inc., AWT Air Company Inc., 1321249 Ontario Limited and Met-Pro Corporation. Incorporated by reference to Company’s Registration Statement on Form 8-K filed on November 13, 1998 and amended on January 12, 1999. |
41 | ||
(2)(c) | Agreement and Plan of Merger dated July 31, 2003 by and between Met-Pro Corporation, a Delaware Corporation, and Met-Pro Pennsylvania, Inc., a Pennsylvania corporation. Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 6, 2003. |
(3)(f) | Articles of Incorporation of Met-Pro Corporation, a Pennsylvania corporation formerly known as Met-Pro Pennsylvania, Inc. Incorporated by reference to the Company’s Current Report of Form 8-K filed on August 6, 2003. |
(3)(g) | By-Laws of Met-Pro Corporation, a Pennsylvania corporation formerly known as Met-Pro Pennsylvania, Inc. Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 6, 2003. |
(4) | Shareholders’ Rights Plan, incorporated by reference to Company’s Current Report on Form 8-K filed on January 6, 2000. |
(10)(a) | The 1992 Stock Option Plan, incorporated by reference to Company’s Registration Statement on Form S-8 filed June 13, 2000.* |
(10)(b) | The 1997 Stock Option Plan, incorporated by reference to Company’s Registration Statement on Form S-8 filed January 16, 1998.* |
(10)(c) | Amendment No. 1 to the 1992 Stock Option Plan, incorporated by reference to Company’s Annual Report on Form 10-K filed on May 4, 2001.* |
(10)(d) | Amendment No. 1 to the 1997 Stock Option Plan, incorporated by reference to Company’s Annual Report on Form 10-K filed on May 4, 2001.* |
(10)(e) | Key Employee Severance Agreement between Met-Pro Corporation and William L. Kacin, incorporated by reference to Company’s Annual Report on Form 10-K filed on May 4, 2001.* |
(10)(f) | Key Employee Severance Agreement between Met-Pro Corporation and Gary J. Morgan, incorporated by reference to Company’s Annual Report on Form 10-K filed on May 4, 2001.* |
(10)(g) | Key Employee Severance Agreement between Met-Pro Corporation and Raymond J. De Hont, incorporated by reference to Company’s Annual Report on Form 10-K filed on May 4, 2001.* |
(10)(h) | Amendment to Key Employee Severance Agreement between Met-Pro Corporation and William L. Kacin, incorporated by reference to Company’s Annual Report on Form 10-K filed on May 4, 2001.* |
(10)(i) | Amendment to Key Employee Severance Agreement between Met-Pro Corporation and Gary J. Morgan, incorporated by reference to Company’s Annual Report on Form 10-K filed on May 4, 2001.* |
(10)(j) | The Company’s Director’s Retirement Plan, incorporated by reference to Company’s Annual Report on Form 10-K filed on May 4, 2001.* |
(10)(k) | Amendment No. 1 to the Company’s Director’s Retirement Plan, incorporated by reference toCompany’s Annual Report on Form 10-K filed on May 4, 2001.* |
(10)(l) | Amendment No. 2 to the Company’s Director’s Retirement Plan, incorporated by reference to Company’s Annual Report on Form 10-K filed on May 4, 2001.* |
(10)(m) | Restoration Plan, effective February 1, 2000, incorporated by reference to Company’s Annual Report on Form 10-Kfiled on May 4, 2001.* |
42 | ||
(10)(o) | Additional 1% Supplemental Executive Retirement Plan, effective February 1, 2000, incorporated by reference to Company’s Annual Report on Form 10-K filed on May 4, 2001.* |
(10)(p) | The 2001 Equity Incentive Plan, incorporated by reference to Company’s Registration Statement on Form S-8 filed August 22, 2001.* |
(10)(q) | Year 2000 Employee Stock Purchase Plan, incorporated by reference to the Company’s Registration Statement on Form S-8 filed on June 13, 2000.* |
(10)(r) | Salaried Pension Plan Amended and Restated effective September 1, 2000.* |
(10)(s) | First Amendment to the Company’s Salaried Pension Plan dated August 15, 2002.* |
(10)(t) | Second Amendment to the Company’s Salaried Pension Plan dated October 23, 2002.* |
(10)(u) | Amendment No. 3 to the Company’s Directors’ Retirement Plan dated as of February 24, 2003.* |
(10)(v) | Amendment No. 1 to the Company’s Additional 1 % Supplemental Executive Plan dated as of March 21, 2003.* |
(10)(w) | Directors Retirement Plan Trust dated as of February 11, 2000.* |
(10)(x) | Amendment No. 1 to the Company’s Directors’ Retirement Plan Trust dated as of February 24, 2003.* |
(10)(y) | Amendment No. 2 to the Company’s Directors’ Retirement Plan Trust dated as of February 24, 2003.* |
(10)(z) | Restoration and Supplemental Executive Retirement Plan Trust Agreement dated as of February 11, 2000.* |
(10)(aa) | Amendment No. 1 to the Company’s Restoration and Supplemental Executive Retirement Plan Trust Agreement dated as of February 24, 2003.* |
(11) | Statement Re-computation of Per Share Earnings. See page 18 of Item 8. |
(21) | List of Subsidiaries of Registrant: |
Corporate | Jurisdiction of | Name under which Business |
Name | Incorporation | is Conducted |
Mefiag B.V. | The Netherlands | Mefiag B.V., a wholly- |
owned subsidiary of | ||
Met-Pro Corporation | ||
Flex-Kleen Canada Inc. | Ontario, Canada | Flex-Kleen Canada Inc., |
a wholly-owned subsidiary of | ||
Met-Pro Corporation | ||
Strobic Air Corporation | Delaware | Strobic Air Corporation, |
a wholly-owned subsidiary of | ||
Met-Pro Corporation | ||
MPC Inc. | Delaware | MPC Inc., |
a wholly-owned subsidiary of | ||
Met-Pro Corporation | ||
Pristine Hydrochemical Inc. | Delaware | Pristine Hydrochemical Inc., |
a wholly-owned subsidiary of | ||
Met-Pro Corporation |
43 | ||
(9) | Voting trust agreements. |
(12) | Statements re computation of ratios. |
(13) | Annual report to security holders. |
(14) | Code of ethics. |
(16) | Letter re change in certifying accountant. |
(18) | Letter re change in accounting principles. |
(22) | Published report regarding matters submitted to vote of security holders. |
(24) | Power of attorney. |
* | Indicates management contract or compensatory plan or arrangement. |
** | Filed herewith. |
44 | ||
MET-PRO CORPORATION | ||
April 13, 2004 | By:/s/ Raymond J. De Hont | |
Date | Raymond J. De Hont | |
Chairman, | ||
Chief Executive | ||
Officer and President |
Signature | Title | Date | ||
/s/ Raymond J. De Hont |
| Chairman, |
| April 13, 2004 |
Raymond J. De Hont |
| Chief Executive Officer |
|
|
|
| and President |
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|
|
|
|
|
|
|
|
|
|
|
/s/ Gary J. Morgan |
| Vice President-Finance, |
| April 13, 2004 |
Gary J. Morgan | Secretary, Treasurer, | |||
|
| Chief Financial Officer, |
|
|
|
| Chief Accounting Officer |
|
|
|
| and Director |
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|
|
|
|
|
|
/s/ Nicholas DeBenedictis |
| Director |
| April 13, 2004 |
Nicholas De Benedictis |
|
|
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|
| |
/s/ William L. Kacin |
| Director |
| April 13, 2004 |
William L. Kacin |
|
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|
/s/ Alan Lawley |
| Director |
| April 13, 2004 |
Alan Lawley |
|
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|
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/s/ Michael J. Morris |
| Director |
| April 13, 2004 |
Michael J. Morris |
|
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|
|
|
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|
|
|
/s/ Jeffrey H. Nicholas |
| Director |
| April 13, 2004 |
Jeffrey H. Nicholas |
|
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|
45 | ||