Information of Company's Results of Operations

The following unaudited pro forma information represents the Company’s results of operations as if the Met-Pro and Aarding acquisitions had occurred as of January 1, 2013:


(Table only in thousands, except per share data)	Three Months Ended June 30, 2013		Six Months Ended June 30, 2013
Net sales⁽¹⁾	$	67,729	$	130,357
Net income		3,630		5,555
Earnings per share:
Basic	$	0.14	$	0.22
Diluted	$	0.14	$	0.21

Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing

The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of closing of the acquisition.


(Table only in thousands)
Current assets	$	15,062
Property and equipment		959
Goodwill		7,595
Intangible assets – finite life		13,477
Intangible assets – indefinite life		2,865

Total assets acquired	$	39,958
Current liabilities assumed		(8,277	)
Deferred income tax liability		(4,086	)

Net assets acquired	$	27,595

On August 27, 2013, the Company completed its acquisition of Met-Pro, pursuant to an Agreement and Plan of Merger, dated as of April 21, 2013, and amended as of August 5, 2013 (the “Merger Agreement”). Met-Pro’s shareholders had the option to elect to exchange each share of Met-Pro common stock for either (i) $13.75 in cash, without interest, or (ii) shares of the Company’s common stock valued at $13.75, based on the volume weighted average trading price of the Company’s common stock for the 15-trading day period ending on August 26, 2013, the last trading day before the closing of the merger, subject to a collar so that there was a maximum exchange ratio of 1.3520 shares of the Company’s common stock for each share of Met-Pro common stock and a minimum of 1.0000 share of the Company’s common stock for each share of Met-Pro common stock, subject to certain exceptions and with overall elections subject to proration.

Approximately 51.6% of the shares of Met-Pro common stock converted into the right to receive the $13.75 cash consideration, for an approximate total of $104.4 million The trading price of the Company’s common stock for the 15-day period was $12.6814. As a result, each of the remaining shares of Met-Pro common stock converted into the right to receive 1.0843 shares of Company common stock, or an approximate total of 7,726,235 shares of Company common stock in the aggregate.

In accordance with the proration and reallocation provisions of the Merger Agreement, because the $13.75 per share cash consideration was oversubscribed by Met-Pro shareholders prior to the election deadline, (a) each Met-Pro share for which a valid stock election was made or for which no valid cash or stock election was made was automatically cancelled and converted into the right to receive the stock consideration and (b) each Met-Pro shareholder of record that made a valid cash election received (i) the Cash Consideration for approximately 77.56% of such holder’s Met-Pro shares for which a valid cash election was made and (ii) the stock consideration for approximately 22.44% of such holder’s Met-Pro Shares for which a valid cash election was made. The value of stock recorded was $98.0 million.

In addition, holders of outstanding Met-Pro options and restricted stock units received an aggregate amount of cash equal to approximately $4.9 million as consideration for the cancellation of the options and restricted stock units held by them as of immediately prior to the merger.

The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing. The approximate fair values of the assets acquired and liabilities assumed, and the related tax balances, are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly during the purchase price measurement period as we finalize the valuations of the assets acquired and liabilities assumed, and the related tax balances. Such changes could result in material variances between the Company’s future financial results and the amounts presented in the unaudited pro forma information, including variances in the estimated purchase price, fair values recorded and expenses associated with these items.


(Table only in thousands)
Current assets	$	68,766
Property and equipment		15,773
Other assets		1,375
Assets held for sale (a)		10,886
Goodwill		106,726
Intangible assets – finite life		35,810
Intangible assets – indefinite life		11,910

Total assets acquired		251,246
Current liabilities assumed		(13,638	)
Deferred income tax liability		(28,958	)
Long term liabilities assumed		(6,078	)

Net assets acquired	$	202,572

Fair Values of Assets Acquired and Liabilities Assumed at Date of Closing

The following table summarizes the approximate fair values of the assets acquired and liabilities assumed at the date of closing. The approximate fair values of the assets acquired and liabilities assumed, and the related tax balances, are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly during the purchase price measurement period as we finalize the valuations of the assets acquired and liabilities assumed, and the related tax balances. Such changes could result in material variances between the Company’s future financial results and the amounts presented in the unaudited pro forma information, including variances in the estimated purchase price, fair values recorded and expenses associated with these items.


(Table only in thousands)
Current assets	$	68,766
Property and equipment		15,773
Other assets		1,375
Assets held for sale (a)		10,886
Goodwill		106,726
Intangible assets – finite life		35,810
Intangible assets – indefinite life		11,910

Total assets acquired		251,246
Current liabilities assumed		(13,638	)
Deferred income tax liability		(28,958	)
Long term liabilities assumed		(6,078	)

Net assets acquired	$	202,572

(a)

The assets held for sale primarily consist of real property and are valued at the estimated proceeds less costs to sell. The Company has not recorded a gain or loss on the classification of the subject assets held for sale. The Company expects to complete the sale of the subject assets during 2014. During the six months ended June 30, 2014, the Company received proceeds of $6.6 million for the sale of assets held for sale. The balance of assets held for sale is $4.2 million as of June 30, 2014.