-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KokHA1CIT+ACF9Jhx60q0+uR/8vGlnCzNsKLg2LGVRVyMt10995T2Ym9Vu83JoRz CI33+lWZbYk9Fq9O+RkEEA== 0000065201-06-000013.txt : 20060720 0000065201-06-000013.hdr.sgml : 20060720 20060720085711 ACCESSION NUMBER: 0000065201-06-000013 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060720 DATE AS OF CHANGE: 20060720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MET PRO CORP CENTRAL INDEX KEY: 0000065201 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 231683282 STATE OF INCORPORATION: PA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07763 FILM NUMBER: 06970557 BUSINESS ADDRESS: STREET 1: 160 CASSELL ROAD CITY: HARLEYSVILLE STATE: PA ZIP: 19438 BUSINESS PHONE: 2157236751 MAIL ADDRESS: STREET 1: 160 CASSELL ROAD STREET 2: BOX 144 CITY: HARLEYSVILLE STATE: PA ZIP: 19438 FORMER COMPANY: FORMER CONFORMED NAME: MET PRO WATER TREATMENT CORP DATE OF NAME CHANGE: 19740924 FORMER COMPANY: FORMER CONFORMED NAME: MET PRO INC DATE OF NAME CHANGE: 19661026 11-K 1 mpr11k20060630.htm MET-PRO CORPORATION RETIREMENT SAVINGS PLAN MET-PRO Corporation Retirement Savings Plan


 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 11-K
 
 
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
   OF THE SECURITIES EXCHANGE ACT OF 1934
For the calander year ended December 31, 2005
 
or
 
[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
   OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from _________ to _________
 

 
Commission file number 001-007763
 

A.  Full title of the plan and address of the plan, if different from that of the issuer named below:

Met-Pro Corporation Retirement Savings Plan
 

 
B.  Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Met-Pro Corporation
160 Cassell Road
PO Box 144
Harleysville, PA 19438
 
 
 


 










 
 


MET-PRO CORPORATION
RETIREMENT SAVINGS PLAN


FINANCIAL STATEMENTS


FOR THE YEARS ENDED
DECEMBER 31, 2005 AND 2004




 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


TABLE OF CONTENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004





 




 
 
PAGE
 
NUMBER
   
2
   
Financial Statements:
 
3
4
5 to 7
   
Financial Schedule:
 
 
8
   
Signature
9
   
Exhibit Index
 10   
   

 


 







 
 
 

- 1 -

 
 
REGISTERED PUBLIC ACCOUNTING FIRM


Participants and Administrator
Met-Pro Corporation
Retirement Savings Plan
Harleysville, PA

We have audited the accompanying statements of net assets available for benefits of the Met-Pro Corporation Retirement Savings Plan as of December 31, 2005 and 2004, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Met-Pro Corporation Retirement Savings Plan as of December 31, 2005 and 2004, and the changes in its net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2005 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
 


  /s/ Margolis & Company P.C.
 
Certified Public Accountants
Bala Cynwyd, PA
 
May 24, 2006
 
 

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

 
 
 
 
 
 
 
 
 
 
 
DECEMBER 31,
 
 2005
 
2004
       
Assets:
     
   Investments, at current value:
     
      Mutual funds 
$6,568,704
 
$5,860,916
      Met-Pro Corporation common stock 
2,003,340
 
1,608,670
       
   Receivables:
     
      Loans receivable 
72,765
 
52,011
       
       
Net assets available for benefits 
$8,644,809
 
$7,521,597
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The notes to financial statements are an integral part of the above statement.

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 
 
 
 
YEAR ENDED
 
 
DECEMBER 31,
 
 
 2005
 
 2004
 
Additions:
   
 
 
  Contributions:
   
 
 
      Employees 
$764,628
 
$729,968
 
      Employer
207,751
 
202,171
 
         
                Total additions 
972,379
 
932,139
 
         
Deductions:
   
 
 
  Benefits paid to beneficiaries
       
    and terminated employees 
667,070
 
667,595
 
  Administration expenses 
8,077
 
7,537
 
  Other expenses  
6,881
 
8,344
 
         
                Total deductions  
682,028
 
683,476
 
         
Investment activity:
   
 
 
  Dividends and interest 
188,171
 
90,314
 
  Unrealized appreciation (depreciation):
   
 
 
      Mutual funds 
340,562
 
407,990
 
      Met-Pro Corporation common stock 
293,696
 
(316,880
)
  Realized gain (loss):
   
 
 
      Mutual funds 
1,870
 
15,542
 
      Met-Pro Corporation common stock  
8,562
 
(18,468
)
         
                Net investment activity  
832,861
 
178,498
 
         
Net increase 
1,123,212
 
427,161
 
         
Net assets available for benefits:
   
 
 
  Beginning of year 
7,521,597
 
7,094,436
 
         
  End of year 
$8,644,809
 
$7,521,597
 
 
 
The notes to financial statements are an integral part of the above statement.
- 4 -

MET-PRO CORPORATION RETIREMENT SAVINGS PLAN

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

 
1.
Description of the Plan
 
The following description of the Met-Pro Corporation Retirement Savings Plan ("the Plan") is provided for general information purposes only. Participants should refer to the plan agreement for a more complete description of the Plan's provisions.

General - The Plan is a defined contribution plan covering substantially all U.S. employees of Met-Pro Corporation ("the Company"). Employees become eligible to be participants in the Plan upon completing twelve months of employment and having attained the age of 21. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Employee contributions - The Plan provides employees with an option to enter into a salary reduction agreement with the Company, whereby a portion of the employee's compensation may be deferred by having the Company contribute such amount on the employee's behalf to the Plan. The maximum amount which an employee may elect to defer with respect to any plan year is subject to limitations as provided by the Internal Revenue Code.

Employer contributions - The Company may elect to contribute a matching percentage of one-half the participant’s eligible contributions for the plan year up to 4% of eligible compensation.

The Company may also choose to contribute a discretionary amount to the Plan. No such contributions have been made in 2005 or 2004.

Forfeitures - Forfeitures by terminated employees of amounts not vested are reallocated against plan administration fees. Employee forfeited, nonvested amounts were approximately $3,500 and $6,000 for the years ended December 31, 2005 and 2004, respectively.

Investment options - Participants can direct their allocable balances into mutual funds and sponsor corporate stock managed by PNC Advisors.

Participant accounts - Each participant's account is credited with his or her salary deferral contribution, employer matching contribution, if any, and an allocation of net investment income and charged with an allocation of administrative expenses. Allocations are based on the participant’s earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Participants may change their investment options at any time.

Amounts allocated to persons who terminated from the Plan but have not been paid totaled approximately $2,630,000 and $2,134,000 at December 31, 2005 and 2004, respectively.

Participant loans - Participants may borrow from their fund accounts up to a maximum of $50,000 or 50% of their vested balance, whichever is less. The loans are collateralized by the balance in the participant’s account and bear interest at rates ranging from 5% to 10%, which are commensurate with local prevailing rates as determined by the Plan Administrator.
- 5 -

MET-PRO CORPORATION RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 


1.
Description of the Plan - Continued

Vesting - Participants are immediately vested in their voluntary contributions. Vesting in the remainder of their accounts is based on years of credited service. A participant is 100 percent vested after six years of credited service.

Plan termination - The Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.
 
 
2.
Summary of Significant Accounting Policies

Basis of accounting - The accompanying financial statements have been prepared on the accrual basis of accounting.

Contributions - Employer matching and employee salary deferral contributions are included in the income of the Plan in the period for which the contribution is being made. The participants designate what percentage of their contribution, along with the employer match, is allocated to the various funds.

Payments of benefits - Benefits are recorded when paid.

Investments - Investments in mutual funds and Met-Pro Corporation common stock held by the Plan are valued at quoted market prices. The difference between the year end market values and cost of current year acquisitions, and the difference between the beginning of the year and end of the year market values for assets held for the year is the unrealized appreciation (depreciation) and is included in the statement of changes in net assets available for benefits as net unrealized appreciation (depreciation).

Concentrations of credit risk - At December 31, 2005 and 2004, the Plan maintained 100% of its investments with PNC Advisors.

Use of estimates - The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 
3.
Tax Status

The Plan and related trust agreement are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has elected to utilize the PNC Bank prototype Plan which received favorable status November 19, 2001.


4.
Administration of Plan Assets

The Plan's assets, which consist principally of investments, are held by the Trustee of the Plan. Certain administrative functions are performed by employees of the Company. No such employee received compensation from the Plan.
- 6 -

MET-PRO CORPORATION RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

 
5.
Investments

The following individual investments exceeded 5% of the fair value of net assets available for plan benefits at December 31:

 
2005
 
2004
       
Fidelity Advisor Equity Growth Fund 
$470,386
 
$407,232
Janus Adviser Balanced 
422,598
 
400,706
Janus Adviser Capital Appreciation Fund 
835,782
 
669,315
Janus Adviser Growth and Income Fund 
1,281,994
 
1,151,755
Janus Adviser Large Growth Fund 
666,162
 
605,313
Met-Pro Corporation Common Stock 
2,003,340
 
1,608,670
BlackRock Money Market Fund 
785,168
 
771,949
BlackRock Balanced Fund 
437,500
 
396,128
 
 
6.
Plan Amendment

 
During 2005, the Company enacted an amendment to the Plan affecting only terminated employees. For terminated employees with accounts over $1,000, but not over $5,000, an automatic rollover to a qualified retirement plan will be performed. Any terminated employee with less than $1,000 will receive a distribution representing their vested account balance less the applicable 20% federal income tax withholding, unless instructed to rollover such amount to either an IRA or another qualified retirement plan of their choice.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

SCHEDULE H - ITEM 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2005


EIN 23-1683282
PLAN NUMBER 009
 
 
(a)
(b)
 
(c)
 
(d)
 
(e)
               
     
DESCRIPTION OF INVESTMENT
       
     
INCLUDING MATURITY
       
 
IDENTITY OF ISSUE,
 
DATE, RATE OF INTEREST,
       
 
BORROWER, LESSOR,
 
COLLATERAL, PAR OR
     
CURRENT
 
OR SIMILAR PARTY
 
MATURITY VALUE
 
COST
 
VALUE
           
 
Mutual Funds:
       
 
   AIM Basic Value Fund 
Mutual fund, 2,216 shares 
$ 63,336
 
$ 75,840
 
   AIM Small Cap Equity Fund 
Mutual fund, 2,024 shares 
23,997
 
24,812
 
   AIM Small Cap Growth Fund 
Mutual fund, 3,656 shares 
92,891
 
100,570
 
   American Century Small Cap Q
Mutual fund, 7,532 shares 
71,626
 
72,989
 
   American Century Small Cap V
Mutual fund, 14,468 shares 
143,156
 
139,327
 
   BlackRock Balanced Fund
Mutual fund, 29,167 shares 
412,454
 
437,500
 
   BlackRock Core Bond
       
 
   Total Return Fund
Mutual fund, 26,929 shares 
263,493
 
256,361
 
   BlackRock Index Equity Fund
Mutual fund, 10,432 shares 
220,674
 
248,496
 
   BlackRock Money Market Fund
Mutual fund, 562,885 shares 
677,859
 
785,168
 
   Federated Mid-Cap Index Fund
Mutual fund, 10,150 shares 
191,979
 
224,920
 
   Fidelity Advisor Equity Growth Fund
Mutual fund, 9,783 shares 
500,642
 
470,386
 
   Fidelity Advisor Value Strategic Fund
Mutual fund, 3,120 shares 
93,532
 
92,506
 
   Investment Company of America
Mutual fund, 1,559 shares 
45,971
 
48,887
 
   Janus Adviser Balanced Fund 
Mutual fund, 16,160 shares 
375,865
 
422,598
 
   Janus Adviser Capital
       
 
   Appreciation Fund
Mutual fund, 29,091 shares 
619,749
 
835,782
 
   Janus Adviser Large Growth Fund
Mutual fund, 30,970 shares 
611,552
 
666,162
 
   Janus Adviser Growth
       
 
   and Income Fund
Mutual fund, 70,401 shares 
1,034,062
 
1,281,994
 
   Janus Adviser International Fund
Mutual fund, 5,691 shares 
143,530
 
215,471
 
   Met-Pro Stock Liquidity Fund
Mutual fund, 1,010 shares 
1,010
 
1,010
 
   Washington Mutual Investors Fund
Mutual fund, 5,445 shares 
154,630
 
167,925
              
           
           
*
Met-Pro Corporation Stock
Common stock, 168,916 shares
1,385,924
 
2,003,340
           
*
Participant loans
5% - 10%; interest with
     
   
  varying maturity dates
-
 
72,765
           
     
$7,127,932
 
$8,644,809
 
- 8 -

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other person(s) who administer(s) the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
                                                                                         
      Met-Pro Corporation Retirement Savings Plan
       
       
       
 
July 20, 2006
  By: /s/ Gary J. Morgan            
 
Date
  Gary J. Morgan
     
Plan Administrator
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 9 -

 
 

 
 Exhibit
   
Number
 
Description
     
  Consent of Independent Registered Public Accounting Firm
     
* Filed herewith

 
 
- 10 -

 
EX-23 2 mprcirpaf2006.htm CONSENT OF INDEPENDENT REGISTERD PUBLIC ACCOUNTANT Consent of Independent Registerd Public Accountant
Exhibit 23.1
 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
To the Board of Directors and Shareholders of
Met-Pro Corporation:
 
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 pertaining to Met-Pro Corporation Retirement Savings Plan of our report dated May 24, 2006 relating to the financial statements and financial schedule of Met-Pro Corporation Retirement Savings Plan which appears in this Form 11-K.
 
 
 
/s/ Margolis & Company, P.C.
 
Certified Public Accountants
   
Bala Cynwyd, Pennsylvania
July 20, 2006
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