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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).
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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
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Total assets $70,076,662 $69,151,341
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LIABILITIES AND STOCKHOLDERS' EQUITY
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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
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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
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Total liabilities 21,934,733 22,089,975
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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)
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Total stockholders' equity 48,141,929 47,061,366
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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
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Net sales $17,556,044 $20,250,931
Cost of goods sold 11,138,386 13,473,375
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Gross profit 6,417,658 6,777,556
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Operating expenses
Selling 1,843,707 1,811,579
General and administrative 1,912,887 2,117,044
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3,756,594 3,928,623
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Income from operations 2,661,064 2,848,933
Interest expense (151,069) (184,831)
Other income, net 86,377 96,975
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Income before taxes 2,596,372 2,761,077
Provision for taxes 960,657 1,007,793
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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
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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)
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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
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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)
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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
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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
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Net cash provided by operating activities 2,254,509 2,075,410
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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)
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Net cash (used in) investing activities (292,157) (159,383)
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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)
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Net cash (used in) financing activities (955,111) (1,942,003)
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Effect of exchange rate changes on cash (24,900) (20,715)
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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
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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
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$14,417,415 $13,085,969
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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
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$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
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$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
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60,538,357 59,060,026
Corporate 9,538,305 10,091,315
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$70,076,662 $69,151,341
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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
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Net sales 100.0% 100.0%
Cost of goods sold 63.4% 66.5%
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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%
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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-