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, 2004

Commission file number: 001-07763
  MET-PRO CORPORATION
 (Exact name of registrant as specified in its charter)
 
 
  Pennsylvania

23-1683282(State or other jurisdiction of

(I.R.S. Employerincorporation or organization)

Identification No.)160 Cassell Road, P.O. Box 144Harleysville, 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     NoIndicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).   Yes X    NoAs of April 30, 2004 the Registrant had 8,353,940 Common Shares, par value $.10 per share, issued and outstanding.
 
   **MET-PRO CORPORATION**
 INDEX
 
 PART I  FINANCIAL INFORMATION
 
 Item 1.
Financial Statements Consolidated balance sheet as ofApril 30, 2004 and January 31, 2004
2Consolidated statement of operations for the three-monthperiods ended April 30, 2004 and 2003
3Consolidated statement of shareholders equity for thethree-month periods ended April 30, 2004 and 2003
4Consolidated statement of cash flows for the three-monthperiods ended April 30, 2004 and 2003
5Notes to consolidated financial statements
6Report of independent accountants
10
 
 Item 2.
Managements Discussion and Analysis of Financial Conditionand Results of Operations
11Item 3.
Qualitative and Quantitative Disclosures about Market Risk
15Item 4.
Controls and Procedures
15
 
 
 PART II  OTHER INFORMATION
 
 Item 1.
Legal Proceedings
15Item 2.
Changes in Securities, and Use of Proceeds and Issuer Purchases of Equity Securities
16Item 3.
Defaults Upon Senior Securities
16Item 4.
Submission of Matters to a Vote of Security Holders
16Item 5.
Other Information
16Item 6.
Exhibits and Reports on Form 8-K(a) Exhibits Required by Item 601 of Regulation S-K
17(b) Reports on Form 8-K
17
 
 SIGNATURES
18
  
 MET-PRO CORPORATION 
 CONSOLIDATED BALANCE SHEET
 (unaudited)
 
 PART I  FINANCIAL INFORMATIONItem 1.Financial StatementsApril 30,

January 31,ASSETS
2004

2004Current assetsCash and cash equivalents
$18,731,387

$16,996,253Accounts receivable, net of allowance for doubtfulaccounts of approximately $228,000 and$208,000, respectively
12,302,596

16,608,344Inventories
14,128,297

12,755,011Prepaid expenses, deposits and other current assets
1,244,056

1,209,395Deferred income taxes
604,426

604,426Total current assets
47,010,762

48,173,429Property, plant and equipment, net
11,406,917

11,514,199Costs in excess of net assets of businesses acquired, net
20,798,913

20,798,913Other assets
640,769

649,016**Total assets**
$79,857,361

$81,135,557LIABILITIES AND SHAREHOLDERS' EQUITYCurrent liabilitiesCurrent portion of long-term debt
$1,525,544

$1,533,866Accounts payable
4,140,374

5,073,554Accrued salaries, wages and expenses
6,323,361

6,542,306Dividend payable
605,661

602,755Customers' advances
532,851

476,982Total current liabilities
13,127,791

14,229,463Long-term debt
5,061,573

5,447,869Other non-current liabilities
39,367

38,818Deferred income taxes
1,177,098

1,148,673Total liabilities
19,405,829

20,864,823Shareholders' equityCommon shares, $.10 par value; 18,000,000 sharesauthorized, 9,634,956 shares issued,of which 1,281,016 and 1,311,679 shares were reacquiredand held in treasury at the respective dates
963,496

963,496Additional paid-in capital
7,926,997

7,955,459Retained earnings
63,935,327

63,727,425Accumulated other comprehensive loss
(398,222
)
(328,616
)Treasury shares, at cost
(11,976,066
)
(12,047,030
)Total shareholders' equity
60,451,532

60,270,734**Total liabilities and shareholders' equity**
$79,857,361

$81,135,557See accompanying notes to consolidated financial statements.
 
 
 
 2MET-PRO CORPORATION
  CONSOLIDATED STATEMENT OF OPERATIONS
 (unaudited)
 
 
 Three Months EndedApril 30,2004

2003Net sales
$15,634,646

$17,002,269Cost of goods sold
10,572,214

10,767,302Gross profit
5,062,432

6,234,967Operating expensesSelling
1,932,368

1,919,048General and administrative
1,802,308

2,041,6363,734,676

3,960,684Income from operations
1,327,756

2,274,283Interest expense
(96,847
)
(116,078
)Other income/(expense), net
2,804

(112,618
)Income before taxes
1,233,713

2,045,587Provision for taxes
419,464

695,499Net income
$814,249

$1,350,088Earnings per share, basic(1) (2)
$.10

$.16Earnings per share, diluted(1) (3)
$.10

$.16Cash dividend per share  declared (1) (4)
$.0725

$.0675Cash dividend per share  paid(1) (4)
$.0725

$.0675
 
 (1)
On September 17, 2003, the Board of Directors declared a four-for-three stock split which was paid on October 15, 2003 to shareholders of record on October 1, 2003. All references in the financial statements to per share amounts and number of shares outstanding have been restated to reflect the effect of the stock split.(2)
Basic earnings per share are based upon the weighted average number of shares outstanding of 8,342,386 and 8,288,492 for the three-month periods ended April 30, 2004 and 2003, respectively.(3)
Diluted earnings per share are based upon the weighted average number of shares outstanding of 8,480,996 and 8,335,380 for the three-month periods ended April 30, 2004 and 2003, respectively.(4)
The Board of Directors declared quarterly dividends of $.0725 per share payable on March 10, 2004 and June 9, 2004 to shareholders of record as of February 27, 2004 and May 28, 2004, respectively. Quarterly dividends of $.0675 per share were paid on March 10, 2003 and June 9, 2003 to shareholders of record as of February 21, 2003 and May 23, 2003, respectively.
 
 See accompanying notes to consolidated financial statements.
 
 3MET-PRO CORPORATION 
 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
 (unaudited)


AccumulatedAdditional

OtherCommon
Paid-in
Retained
Comprehensive
TreasuryShares
Capital
Earnings
Income/(Loss)
Stock
Total
Balances, January 31, 2004
$963,496
$7,955,459

$63,727,425

($328,616
)
($12,047,030
)
$60,270,734Comprehensive income:Net income



814,249



Cumulative translation adjustment





(125,961
)
Interest rate swap,net of tax of ($29,031)





56,355

Total comprehensive income









744,643Dividends declared, $.0725 pershare



(606,347
)




(606,347
)Stock option transactions

(28,462
)




552,651

524,189Purchase of 28,717 shares oftreasury stock







(481,687
)
(481,687
)Balances, April 30, 2004
$963,496
$7,926,997
$63,935,327

($398,222
)
($11,976,066
)
$60,451,532


AccumulatedAdditional

OtherCommon
Paid-in
Retained
Comprehensive
TreasuryShares
Capital
Earnings
Income/(Loss)
Stock
Total


Balances, January 31, 2003
$722,630
$8,196,782

$59,705,267

($541,959
)
($12,036,835
)
$56,045,885Comprehensive income:Net income



1,350,088



Cumulative translation adjustment





148,033

Interest rate swap,net of tax of $935





(22,869
)
Total comprehensive income









1,475,252Dividends declared, $.0675 pershare



(559,780
)




(559,780
)Balances, April 30, 2003
$722,630
$8,196,782
$60,495,575

($416,795
)
($12,036,835
)
$56,961,357See accompanying notes to consolidated financial statements.













4MET-PRO CORPORATION





CONSOLIDATED STATEMENT OF CASH FLOWS


(unaudited)





Three Months EndedApril 30,2004

2003





INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS





Cash flows from operating activitiesNet Income


$814,249

$1,350,088Adjustments to reconcile net income to netcash provided by operating activities:Depreciation and amortization


358,256

384,237Deferred income taxes


(606
)
(4,156
)Allowance for doubtful accounts


(19,736
)
27,776(Increase) decrease in operating assets:Accounts receivable


4,253,669

(1,258,163
)Inventories


(1,384,106
)
(432,860
)Prepaid expenses, deposits and other current assets


(39,497
)
123,078Other assets


(1,920
)
(1,890
)Increase (decrease) in operating liabilities:Accounts payable and accrued expenses


(1,121,513
)
2,045,561Customers advances


55,869

204,875Other non-current liabilities


549

549Net cash provided by operating activities


2,915,214

2,439,095Cash flows from investing activitiesAcquisitions of property and equipment


(284,632
)
(299,947
)Net cash (used in) investing activities


(284,632
)
(299,947
)Cash flows from financing activitiesReduction of debt


(309,232
)
(309,232
)Exercise of stock options


524,189

Payment of dividends


(603,441
)
(559,473
)Purchase of treasury shares


(481,687
)
Net cash (used in) financing activities


(870,171
)
(868,705
)Effect of exchange rate changes on cash


(25,277
)
17,742Net increase in cash and cash equivalents


1,735,134

1,288,185Cash and cash equivalents at February 1


16,996,253

13,429,367Cash and cash equivalents at April 30


$18,731,387

$14,717,552See accompanying notes to consolidated financial statements.








5MET-PRO CORPORATION




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS








NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Stock Options:The Company accounts for stock options under the provisions of Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees, and related interpretations. Accounting for the issuance of stock options under the provisions of APB No. 25 typically does not result in compensation expense for the Company since the exercise price of options is normally established at the market price of the Companys Common Shares on the date granted. Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, provides that the related expense may be recorded in the basic financial statements or the pro forma effect on earnings may be disclosed in the financial statements.





Pro forma information regarding net income and earnings per share is required by SFAS No. 123, which requires that the information be determined as if we had accounted for our stock options under the fair-value method. The fair value for these options was estimated at the date of grant using the Black-Scholes pricing model with the following assumptions: risk-free interest rates ranging from 3.1% to 3.6%, dividend yield ranging from 1.9% to 3.7%, expected volatility of the market price of the Companys Common Shares of 32%, and an expected option life of five years.





The risk-free interest rates are based on the five year treasury bill rates. For the purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options vesting periods.





The pro forma information compared to reported information for the three-month periods ended April 30, 2004 and 2003 is presented in the following table (adjusted for four-for-three stock split):




Three Months Ended April 30,2004

2003Net Income:As reported
$814,249

$1,350,088Pro forma
761,645

1,311,382Basic earnings per share:As reported
$.10

$.16Pro forma
.09

.16Diluted earnings per share:As reported
$.10

$.16Pro forma
.09

.16


The pro forma effects of applying SFAS No. 123 to the three-month periods ended April 30, 2004 and 2003 may not be representative of the pro forma effects in future years. Based on the vesting schedule of the Companys stock option grants, the pro forma effects on earnings are most pronounced in the early years following each grant. The timing and magnitude of any future grants are at the discretion of the Companys Board of Directors and cannot be assured.





Non-employee directors of the Company are eligible to receive stock options for Common Shares. These stock options are accounted for the same as stock options granted to employees.





Recent Accounting Pronouncements:In January 2003, the Financial Accounting Standards Board ("FASB") issued Finance Interpretation (FIN) No. 46, Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements. In October 2003, the FASB issued FASB Staff Position FIN 46-6, Effective Date of FASB Interpretation No. 46, Consolidation of Variable Interest Entities, deferring the effective date for applying the provisions of FIN 46 for public entities interests in variable interest entities or potential variable interest entities created before February 1, 2003 for financial statements of interim or annual periods that end after December 15, 2003. FIN 46 establishes accounting guidance for consolidation of variable interest entities that function to support the activities of the primary beneficiary. The Company has no investment in or contractual relationship or other business relationship with a variable interest entity and therefore the adoption of this interpretation did not have any impact on its financial condition or results of operations.








6MET-PRO CORPORATION





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS








Reclassifications:Certain reclassifications have been made to the financial statements for the three-month period ended April 30, 2003 to conform with the presentation of the financial statements for the three-month period ended April 30, 2004. Such reclassifications did not have any impact on shareholders equity and net income as of and for the three-month period ended April 30, 2003.








Stock Splits: On September 17, 2003, the Companys Board of Directors declared a four-for-three stock split, effective in the form of a stock distribution, payable on October 15, 2003 to shareholders of record on October 1, 2003. The Company retained the current par value of $.10 per share for all common shares. All references in the financial statements and notes to the number of shares outstanding, per share amounts, and stock option data of the Companys common shares have been restated to reflect the effect of the stock split for all periods presented.





Shareholders equity reflects the stock split by reclassifying from Additional paid-in capital to Common shares an amount equal to the par value of the additional shares arising from the split.











NOTE 2  PRINCIPLES OF CONSOLIDATION





The consolidated financial statements include the accounts of Met-Pro Corporation (Met-Pro or the Company) and its wholly-owned subsidiaries, Mefiag B.V., Flex-Kleen Canada Inc., Strobic Air Corporation, MPC Inc. and Pristine Hydrochemical Inc. Significant intercompany accounts and transactions have been eliminated.











NOTE 3  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, 2004 and the results of operations, changes in shareholders equity and cash flows for the three-month periods ended April 30, 2004 and 2003. The results of operations for the three-month periods ended April 30, 2004 and 2003 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, 2004.















































7MET-PRO CORPORATION





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS








NOTE 4  INVENTORIES





Inventories consisted of the following:





April 30,
2004

January 31,
2004Raw materials
$7,830,480

$7,069,349Work in progress
1,314,687

1,186,898Finished goods
4,983,130

4,498,764$14,128,297

$12,755,011











NOTE 5  SUPPLEMENTAL CASH FLOW INFORMATION





Net cash flows from operating activities reflect cash payments for interest and income taxes as follows:





Three Months Ended April 30,2004

2003Cash paid during the period for:Interest
$86,306

$102,179Income taxes
51,800

77,993





NOTE 6  OTHER INCOME/(EXPENSE), NET





Other income/(expense), net was comprised of the following:





Three Months Ended April 30,2004


2003Other, primarily interest income
$80,465


$64,063Unusual charge  patent litigation
(77,661
)

(176,681
)$2,804


($112,618
)




























8MET-PRO CORPORATION





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS








NOTE 7  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 30,2004

2003Net salesProduct recovery/pollution control equipment

$9,251,532

$11,451,879Fluid handling equipment

6,383,114

5,550,390$15,634,646

$17,002,269Income from operationsProduct recovery/pollution control equipment

$587,088

$1,643,297Fluid handling equipment

740,668

630,986$1,327,756

$2,274,283





April 30,

January 31,2004

2004Identifiable assetsProduct recovery/pollution control equipment
$41,235,554

$44,613,967Fluid handling equipment
19,269,819

19,313,15960,505,373

63,927,126Corporate
19,351,988

17,208,431$79,857,361

$81,135,557








NOTE 8  ACCOUNTANTS 10-Q REVIEW





Margolis & Company P.C., the Companys independent accountants, has performed a limited review of the financial information included herein. Their report on such review accompanies this filing.




9MET-PRO CORPORATION





**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, 2004, and the related consolidated statements of operations, shareholders equity, and cash flows for the three-month periods ended April 30, 2004 and 2003. 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 auditing standards generally accepted in the United States of America, 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 accounting principles generally accepted in the United States of America.





We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of Met-Pro Corporation and its wholly-owned subsidiaries as of January 31, 2004, and the related consolidated statements of operations, shareholders equity, and cash flows for the year then ended (not presented herein); and in our report dated February 20, 2004, 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, 2004, 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 19, 2004




















10MET-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 periods 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,****2004**


2003Net sales
100.0
%

100.0
%Cost of goods sold
67.6
%

63.3
%Gross profit
32.4
%

36.7
%Selling expenses
12.4
%

11.3
%General and administrative expenses
11.5
%

12.0
%Income from operations
8.5
%

13.4
%Interest expense
(.6
%)

(.7
%)Other income/(expense), net



(.7
%)Income before taxes
7.9
%

12.0
%Provision for taxes
2.7
%

4.1
%Net income
5.2
%

7.9
%








Three Months Ended April 30, 2004 vs Three Months Ended April 30, 2003





Net sales for the three-month period ended April 30, 2004 were $15,634,646 compared to $17,002,269 for the three-month period ended April 30, 2003, a decrease of $1,367,623 or 8.0%. Sales in the Product Recovery/Pollution Control Equipment segment were $9,251,532 or 19.2% lower than the three-month period ended April 30, 2003, which was due primarily to customers rescheduling several large projects into the second and third quarters of this fiscal year. Sales in the Fluid Handling Equipment segment were $6,383,114 or 15.0% higher than the three-month period ended April 30, 2003.





Backlog at April 30, 2004 totaled $11,857,264 compared to $8,925,816 at April 30, 2003. In addition, at April 30, 2004, the Company had orders of $4,237,564 compared to $8,442,817 at April 30, 2003, which are not included in our backlog due to the Companys long-standing policy of not including these orders in backlog until engineering drawings are approved.





Net income for the three-month period ended April 30, 2004 was $814,249 compared to $1,350,088 for the three-month period ended April 30, 2003, a decrease of $535,839 or 39.7%. The decrease in net income is principally related to the lower sales and gross margins resulting from product mix in the Product Recovery/Pollution Control Equipment segment.





The gross margin for the three-month period ended April 30, 2004 was 32.4% versus 36.7% for the same period in the prior year due to lower gross margins experienced in the Product Recovery/Pollution Control segment.





Selling expense increased $13,320 during the three-month period ended April 30, 2004 compared to the same period last year. Selling expense as a percentage of net sales was 12.4% for the three-month period ended April 30, 2004 compared to 11.3% for the three-month period ended April 30, 2003.








11MET-PRO CORPORATION








Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations continued





General and administrative expense was $1,802,308 for the three-month period ended April 30, 2004 compared to $2,041,636 for the same period last year, a decrease of $239,328. General and administrative expense as a percentage of net sales was 11.5% for the three-month period ended April 30, 2004 compared to 12.0% for the same period last year. This decrease is primarily related to a decrease in accruals for our management incentive program.





Interest expense was $96,847 for the three-month period ended April 30, 2004 compared to $116,078 for the same period in the prior year, a decrease of $19,231.





Other income, net was $2,804 for the three-month period ended April 30, 2004 compared to other expense, net of $112,618 in the same period of the prior year. This decrease is principally related to a reduction in legal expenses incurred in defending against allegations that products sold by one of the Companys divisions infringed on a competitors intellectual property rights. We settled this case in February 2004. Neither the settlement nor the legal fees incurred after January 31, 2004 are expected to be material in the fiscal year ending January 31, 2005.





The effective tax rate for the three-month periods ended April 30, 2004 and April 30, 2003 was 34.0%.





Liquidity:





The Companys cash and cash equivalents were $18,731,387 on April 30, 2004 compared to $16,996,253 on January 31, 2004, an increase of $1,735,134. This increase is the net result of the positive cash flows provided by operating activities of $2,915,214 and the exercise of stock options amounting to $524,189, offset by payment of the quarterly cash dividend amounting to $603,441, purchase of treasury shares amounting to $481,687, payments on long-term debt totaling $309,232, exchange rate changes of $25,277 and investment in property and equipment amounting to $284,632. 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 $12,302,596 on April 30, 2004 compared to $16,608,344 on January 31, 2004, which represents a decrease of $4,305,748. 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 $14,128,297 on April 30, 2004 compared to $12,755,011 on January 31, 2004, an increase of $1,373,286. Inventory balances fluctuate depending on the size and timing of orders, and market demand, especially when major systems and contracts are involved.





Current liabilities amounted to $13,127,791 on April 30, 2004 compared to $14,229,463 on January 31, 2004, a decrease of $1,101,672.





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 together totaling $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. As of April 30, 2004 and January 31, 2004, working capital was $33,882,971 and $33,943,966, respectively, and the current ratio was 3.6 and 3.4, respectively.





Capital Resources and Requirements:





Cash flows provided by operating activities during the three-month period ended April 30, 2004 amounted to $2,915,214 compared with $2,439,095 in the three-month period ended April 30, 2003, an increase of $476,119. This increase in cash flows from operating activities was due principally to a decrease in accounts receivable, offset by an increase in inventory and a decrease in accounts payable and net income.





Cash flows used in investing activities during the three-month period ended April 30, 2004 amounted to $284,632 compared with $299,947 for the three-month period ended April 30, 2003. The Companys investing activities principally represent the acquisitions of property, plant and equipment in the two operating segments.





12MET-PRO CORPORATION








Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations continued





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 routine capital expenditure requirements through cash flows generated from operations.





Financing activities during the three-month period ended April 30, 2004 utilized $870,171 of available resources compared to $868,705 for the three-month period ended April 30, 2003. The 2004 activity is the result of the payment of the quarterly cash dividend amounting to $603,441, purchase of treasury shares amounting to $481,687 and the reduction of long-term debt totaling $309,232, offset by the exercise of stock options amounting to $524,189.





The Board of Directors declared quarterly dividends of $.0725 per share payable on March 10, 2004 and June 9, 2004 to shareholders of record as of February 27, 2004 and May 28, 2004, respectively.





Critical Accounting Policies and Estimates:





Managements discussion and analysis of its financial position and results of operations are based upon the Companys consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent assets and liabilities. The significant accounting policies which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following:





The Companys revenues are generally recognized when products are shipped to unaffiliated customers. The Securities and Exchange Commissions Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition, provides guidance on the application of generally accepted accounting principles to selected revenue recognition issues. The Company has concluded that its revenue recognition policy is appropriate and in accordance with generally accepted accounting principles and SAB No. 101.





Property, plant and equipment, intangible and certain other long-lived assets are depreciated and amortized over their useful lives. Useful lives are based on managements estimates of the period that the assets will generate revenue. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, which supersedes Accounting Principles Board (APB) No. 17, Intangible Assets, effective February 1, 2002, the Companys unamortized goodwill balance is not being amortized over its estimated useful life; rather, it is being assessed at least annually for impairment.





The determination of our obligation and expense for pension benefits is dependent on our selection of certain assumptions used by actuaries in calculating such amounts. These assumptions include, among others, the discount rate, expected long-term rate of return on plan assets and rates of increase in compensation. In accordance with generally accepted accounting principles, actual results that differ from our assumptions are accumulated and amortized over future periods and therefore generally affect our recognized expense and recorded obligation in such future periods. While we believe that our assumptions are appropriate, significant differences in our actual experience or significant changes in our assumptions may materially affect our pension obligations and our future expense.











13MET-PRO CORPORATION






Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations continued





Cautionary Statement Concerning Forward-Looking Statements:





Our prospects are subject to certain uncertainties and risk. This Quarterly Report on Form 10-Q also contains certain forward-looking statements within the meaning of the Federal securities laws. These forward looking statements may be identified by words describing our beliefs or expectations, such as where we say that we believe, expect or anticipate, or where we characterize something in a manner in which there is an express or implicit reference to the future, such as non-recurring or unusual. The content of the other statements may indicate that the statement is forward-looking. We claim the safe harbor provided by The Private Securities Reform Act of 1995 for forward-looking statements.





Our future results may differ materially from our current results and actual results could differ materially from those suggested in the forward-looking statements as a result of certain risk factors, including but not limited to those set forth below, other one time events, other important factors disclosed previously and from time to time in Met-Pros other filings with the Securities and Exchange Commission.





The following important factors, along with those discussed elsewhere in this Quarterly Report on Form 10-Q, could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements:





l
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;l
materially adverse changes in economic conditions in the markets served by us or in significant customers of ours;l
material changes in available technology;l
changes in accounting rules promulgated by regulatory agencies, including the SEC, which could result in an impact on earnings;l
unexpected results in our product development activities;l
loss of key customers;l
changes in product mix;l
changes in our existing management;l
exchange rate fluctuations;l
changes in federal laws, state laws and regulations;l
lower than anticipated return on investments in the Companys defined benefit plans, which could affect the amount of the Companys pension liabilities;l
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;l
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;l
the effect of acquisitions and other strategic ventures;l
failure to properly quote and/or execute customer orders, including misspecifications, design, engineering or production errors;l
the cancellation or delay of purchase orders or shipments;l
losses related to international sales; and/orl
failure in execution of acquisition strategy.




14MET-PRO CORPORATION






Item 3.Qualitative and Quantitative Disclosures about Market Risk





We have no disclosure to make with respect to this Item.





Item 4.Controls and Procedures





With the participation of our Chief Executive Officer and Chief Financial Officer, management has carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a  15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of April 30, 2004.





There were no changes in our internal controls over financial reporting (as defined in Rule 13a  15(f) under the Securities Exchange Act of 1934) during the first quarter of fiscal 2005 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.








PART II  OTHER INFORMATION





Item 1.  Legal Proceedings





There appears to have been a significant increase during the last several years in asbestos-related litigation claims filed in particular states on a mass basis by large numbers of plaintiffs against a large number of industrial companies in the pump and fluid handling industries, and beginning in 2002, the Company began to be named as one of many defendants in a number of such cases, predominantly in Mississippi. The allegations against the Company are vague, general and speculative, but in general allege that the Company, along with the numerous other defendants, sold asbestos-containing products that caused injuries and loss to the plaintiffs. Most of these cases have not advanced beyond the early stages of discovery, and as of the date of the filing of this report, none of the Companys products have been determined to be a cause of any alleged injuries. The Companys insurers have hired attorneys who together with the Company are vigorously defending these cases. The Company believes that these cases are without merit and that none of its products were a cause of any injury or loss to any of the plaintiffs. Given the current status of these cases, the Company does not presently believe that these proceedings will have a material adverse impact upon the Companys results of operations, liquidity or financial condition.





The Company is also party to a small number of other legal proceedings arising out of the ordinary course of business or other proceedings that the Company does not presently believe will have a material adverse impact upon the Companys results of operations, liquidity or financial condition. After the end of the fiscal year on January 31, 2004, the Company settled a case in which the costs of defending the case were material to the fiscal year ended January 31, 2004. Neither the legal fees incurred after January 31, 2004 nor the settlement will have a material adverse impact upon the Companys results of operations, liquidity or financial condition during the fiscal year ending January 31, 2005.




























15MET-PRO CORPORATION











Item 2.  Changes in Securities, and Use of Proceeds and Issuer Purchases of Equity Securities





The following table summarizes Met-Pros purchases of its common shares for the quarter ending April 30, 2004:





**Issuer Purchases of**


**Equity Securities**


Period
Total
Number of Shares
Purchased
(1)
Average
Price Paid
Per Share

Total
Number of
Shares
Purchased
As Part of
Publicly
Announced
Plans or
Programs

Maximum
Number of
Shares
That May
Yet be
Purchased
Under the
Plan or
Programs
(2)February 1-29, 2004
0

$ -

0

245,480March 1-31, 2004
28,717

16.77

28,717

216,763April 1-30, 2004
0

-

0

216,763Total
28,717

$16.77

28,717

216,763






(1)
These amounts consist of shares we purchased from non-employee directors who elected to pay the exercise price of their stock options upon exercise by delivering to us (and, thus, selling) Met-Pro Common Shares in accordance with the terms of our equity incentive plans that were previously approved by our shareholders and disclosed in our proxy statements. We purchased these shares at their fair market value, as determined by reference to the average of the high and low price of our Common Shares on the day after the option exercise.  The Company expects to continue to repurchase shares in this manner, but is not obligated to do so.(2)
On December 15, 2000, our Board of Directors authorized a Common Share repurchase program that was publicly announced on December 19, 2000, for up to 400,000 (adjusted for stock split) shares. The program has no fixed expiration date.





Item 3. *Defaults Upon Senior Securities*





None





Item 4.  *Submission of Matters to a Vote of Security Holders*





None





Item 5.  *Other Information*





None



















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|MET-PRO CORPORATION




(a)Exhibits Required by Item 601 of Regulation S-K








Exhibit No.

Description31.1

Certification of Chief Executive Officer,under section 302 of theSarbanes-Oxley Act of 2002. *31.2

Certification of Chief Financial Officer,under section 302 of theSarbanes-Oxley Act of 2002. *32.1

Certification of Chief Executive Officer,Pursuant 18 U.S.C. Section 1350. *32.2

Certification of Chief Financial Officer,Pursuant 18 U.S.C. Section 1350. *





* Filed herewith.





(b)Reports on Form 8-K





The following Current Reports on Form 8-K were filed with the Securities and Exchange Commission (SEC) during the quarterly period covered by this report and thereafter:





On February 25, 2004, the Company filed a Report on Form 8-K covering its press release announcing the Companys fiscal year ended January 31, 2004 financial results, as required by SEC Release 33-8216.





On May 20, 2004, the Company filed a Report on Form 8-K covering its press release announcing the Companys financial results for the first quarter ended April 30, 2004, as required by SEC Release 33-8216.

















































17MET-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.














June 3, 2004

**Met-Pro Corporation**(Registrant)











June 3, 2004

/s/ Raymond J. De HontRaymond J. De HontChairman, President and Chief Executive Officer














June 3, 2004

/s/ Gary J. MorganGary J. MorganVice President of Finance,Secretary and Treasurer, ChiefFinancial Officer, Chief AccountingOfficer and Director





















































18