form8k.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 6, 2012

(Exact name of registrant as specified in its charter)

Pennsylvania	001-07763	23-1683282
(State or other jurisdiction of	(Commission File Number)	(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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.

Results of Operations and Financial Condition.

On December 6, 2012, Met-Pro Corporation ("Met-Pro", the "Registrant" or the "Company") reported its results of operations for the third quarter ended October 31, 2012. A copy of the press release issued by the Company is furnished herewith as Exhibit 99.1.

In addition, the Company held a teleconference call on December 6, 2012 during which members of management discussed the Company's financial performance for the third quarter ended October 31, 2012 and other matters relating to its business. A copy of the teleconference transcript is furnished herewith as Exhibit 99.2.

Item 9.01.

Financial Statements and Exhibits.

A copy of the press release dated December 6, 2012, reporting the results of operations for the third quarter ended October 31, 2012, is furnished herewith as Exhibit 99.1.

In addition, a copy of the transcript from the Company's teleconference held on December 6, 2012, to discuss its results of operations for the third quarter ended October 31, 2012, is furnished herewith as Exhibit 99.2.

The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 except as shall be expressly set forth by specific reference in such filing.

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.

Date: December 7, 2012	MET-PRO CORPORATION

	By: /s/ Neal E. Murphy
	Neal E. Murphy
	Vice President - Finance and Chief Financial Officer
	(Duly Authorized Officer and Principal Financial Officer)

Exhibit	Description

99.1	Press release issued by Met-Pro Corporation to report its results of operations for the third quarter ended October 31, 2012.

99.2	Transcript of conference call held December 6, 2012 to discuss results of operations for the third quarter ended October 31, 2012.

Date:	December 6, 2012
For Release:	Immediate
Contact:	Investor Contact:
	Neal E. Murphy	Joseph Hassett, SVP
	Vice President of Finance, CFO	Gregory FCA Communications
	215-723-6751	610-228-2110

Met-Pro Corporation Announces Third Quarter Financial Results

Net Income Increases 34% on 18% Net Sales Growth

Harleysville, PA, December 6, 2012 – Met-Pro Corporation (NYSE: MPR-News) today announced the Company’s financial results for the third quarter ended October 31, 2012.

Net sales for the third quarter ended October 31, 2012 were $29.8 million, an increase of 18% compared with net sales of $25.2 million for the same quarter last year. Net income was $2.8 million or $0.19 per diluted share, increases of 34% and 36%, respectively, when compared with net income of $2.1 million or $0.14 per diluted share for the third quarter of last year.

New orders received in the third quarter were $24.4 million, compared with $27.5 million for the third quarter of last year. The Company’s backlog of orders entering the fourth quarter totaled $28.6 million, which is equal to the order backlog at the same point last year.

“We are pleased with the results for the third quarter, which we were able to achieve despite a challenging global business environment,” commented Raymond J. De Hont, Met-Pro’s Chief Executive Officer and President. “Strong top line growth and focus on execution and cost control enabled us to achieve a 34% increase in net income. Each of the Company’s business segments was profitable for the quarter. Though the pace of firm orders received in the third quarter slowed as compared to the third quarter of last year, our order backlog and the breadth of our quotation activity remain strong. While there is continuing economic uncertainty in the U.S and other key global economies that could impact our forecasts, we expect to report growth in full year earnings this fiscal year, which would be our third consecutive year having done so, and are well positioned to continue this trend next year.”

Gross profit margin was 35.8% for the quarter as compared with 37.0% for the third quarter of last year and 31.1% for the second quarter of this year. Selling, general and administrative expenses were 21.5% of net sales for the current quarter as compared with 25.1% in the third quarter ended October 31, 2011 and 22.4% for the second quarter of this year.

Net sales for the nine months ended October 31, 2012 were $83.0 million, up 16% when compared with $71.8 million for the same period last year. Net income totaled $5.7 million and diluted earnings per share were $0.38 for the nine months ended October 31, 2012, increases of 14% and 12%, respectively, compared with net income of $5.0 million and diluted earnings per share of $0.34 for the same period last year.

On October 23, 2012, the Company announced a 2.1% increase in the quarterly dividend from $0.071 to $0.0725 per share, or $0.29 per share on an annualized basis. The increased dividend will be payable on December 17, 2012 to shareholders of record at the close of business on December 3, 2012. This is the twenty-second consecutive year that Met-Pro Corporation has paid a cash dividend.

Met-Pro Corporation/Page 2

Mr. De Hont and Neal E. Murphy, Vice President of Finance and Chief Financial Officer, will hold a conference call for investors today, December 6, 2012, at 11:00 AM (Eastern). Met-Pro’s earnings release and the accompanying financial supplement, which includes significant financial information to be discussed during the conference call, will be available on Met-Pro’s Investor Relations website at www.met-pro.com/news/news-releases prior to the beginning of the conference call.

Interested persons who wish to hear the live webcast should go to the Met-Pro Corporation website prior to the starting time to register, download and install any necessary audio software.

You may also participate by calling the US/Canada Dial-In Number 877-818-7738 or the International Dial-In Number 706-643-9333 (Conference ID 65160720) at 10:55 AM (Eastern) today. A taped replay of the conference call will be available within two hours of the conclusion of the call and until December 20, 2012. To access the taped replay, call the US/Canada Dial-In Number 855-859-2056 or the International Dial-In Number 404-537-3406 and enter Conference ID 65160720.

Met-Pro Corporation, with headquarters at 160 Cassell Road, Harleysville, Pennsylvania, is a leading niche-oriented global provider of product recovery, pollution control, fluid handling and filtration solutions. The Company’s diverse and synergistic solutions and products address the world’s growing need for clean air and water, reduced energy consumption and improved operating efficiencies. Through its global sales organization, internationally recognized brands, and operations in North America, South America, Europe and The People's Republic of China, Met-Pro’s solutions, products and systems are sold to a well-diversified cross-section of customers and markets around the world. For more information, please visit www.met-pro.com.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this news release, and other materials filed or to be filed with the Securities and Exchange Commission (as well as information included in oral or other written statements made or to be made by the Company), contain statements that are forward-looking. Such statements may relate to plans for future expansion, business development activities, capital spending, financing, the effects of regulation and competition, or anticipated sales or earnings results. Such information involves risks and uncertainties that could significantly affect results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, those relating to, the cancellation or delay of purchase orders and shipments, product development activities, goodwill impairment, computer systems implementation, dependence on existing management, the continuation of effective cost and quality control measures, retention of customers, global economic and market conditions, and changes in federal or state laws. You should carefully consider the factors discussed in Part I, “Item 1A Risk Factors” in our Annual Report on Form 10-K/A for the year ended January 31, 2012 as filed with the Securities and Exchange Commission.

Met-Pro common shares are traded on the New York Stock Exchange, symbol MPR.

To obtain an Annual Report or additional information on the Company, please call 215-723-6751 and ask for the Investor Relations Department, or visit the Company’s website at www.met-pro.com.

Met-Pro Corporation/Page 3

Met-Pro Corporation and Subsidiaries

Consolidated Statements of Income

	Three Months Ended October 31,						Nine Months Ended October 31,
	2012			2011			2012			2011
Net sales	$	29,761,356		$	25,245,131		$	82,965,659		$	71,764,377
Cost of goods sold		19,096,841			15,910,283			54,652,514			46,234,343
Gross profit		10,664,515			9,334,848			28,313,145			25,530,034

Operating expenses
Selling		3,071,621			2,944,019			9,160,574			8,784,207
General and administrative		3,343,147			3,387,617			10,735,827			9,437,146
Total selling, general and administrative		6,414,768			6,331,636			19,896,401			18,221,353
Income from operations		4,249,747			3,003,212			8,416,744			7,308,681

Interest expense		(41,470	)		(47,153	)		(125,868	)		(145,862	)
Other income		20,110			198,317			115,782			389,647
Income before taxes		4,228,387			3,154,376			8,406,658			7,552,466

Provision for taxes		1,437,652			1,072,490			2,737,226			2,567,839

Net income	$	2,790,735		$	2,081,886		$	5,669,432		$	4,984,627

Basic earnings per share	$	.19		$	.14		$	.39		$	.34
Diluted earnings per share	$	.19		$	.14		$	.38		$	.34

Average common shares outstanding:
Basic shares		14,682,776			14,659,383			14,683,286			14,659,402
Diluted shares		14,734,252			14,799,814			14,733,464			14,788,493

Met-Pro Corporation/Page 4

Met-Pro Corporation and Subsidiaries

Consolidated Balance Sheets

	October 31, 2012			January 31, 2012
Assets	(unaudited)
Current assets
Cash and cash equivalents	$	31,842,244		$	34,581,394
Short-term investments		1,022,266			764,061
Accounts receivable, net of allowance for doubtful accounts of approximately $232,000 and $491,000, respectively		20,895,152			17,373,121
Inventories		18,898,950			17,847,143
Prepaid expenses, deposits and other current assets		1,863,546			1,683,486
Deferred income taxes		167,399			186,329
Total current assets		74,689,557			72,435,534

Property, plant and equipment, net		18,896,612			19,322,436
Goodwill		20,798,913			20,798,913
Other assets		2,654,974			2,952,332
Total assets	$	117,040,056		$	115,509,215

Liabilities and shareholders’ equity
Current liabilities
Current portion of debt	$	379,592		$	657,216
Accounts payable		8,134,747			7,684,739
Accrued salaries, wages and benefits		2,173,138			1,827,603
Other accrued expenses		3,991,571			2,357,929
Dividend payable		1,067,028			1,042,297
Customers’ advances		1,188,423			3,232,600
Total current liabilities		16,934,499			16,802,384

Long-term debt		2,381,432			2,687,971
Accrued pension retirement benefits		9,307,757			10,618,047
Other non-current liabilities		58,039			56,391
Deferred income taxes		1,322,075			1,522,451
Total liabilities		30,003,802			31,687,244
Commitments and contingencies
Shareholders’ equity
Common shares, $.10 par value; 36,000,000 shares authorized, 15,928,679 shares issued, of which 1,241,666 and 1,250,051 shares were reacquired and held in treasury		1,592,868			1,592,868
Additional paid-in capital		4,736,738			4,058,735
Retained earnings		98,745,132			96,228,764
Accumulated other comprehensive loss		(7,768,315	)		(7,718,883	)
Treasury shares, at cost		(10,270,169	)		(10,339,513	)
Total shareholders’ equity		87,036,254			83,821,971
Total liabilities and shareholders’ equity	$	117,040,056		$	115,509,215

Met-Pro Corporation/Page 5

Met-Pro Corporation and Subsidiaries

Consolidated Business Segment Data

	Three Months Ended October 31,				Nine Months Ended October 31,
	2012		2011		2012		2011
Net sales
Product Recovery/Pollution Control Technologies	$	13,604,696	$	11,893,296	$	37,298,932	$	29,851,166
Fluid Handling Technologies		10,634,005		7,346,897		28,349,511		24,307,152
Mefiag Filtration Technologies		3,037,013		3,286,624		9,412,344		9,630,925
Filtration/Purification Technologies		2,485,642		2,718,314		7,904,872		7,975,134
	$	29,761,356	$	25,245,131	$	82,965,659	$	71,764,377

Income from operations
Product Recovery/Pollution Control Technologies	$	933,815	$	1,064,314	$	21,586	$	534,986
Fluid Handling Technologies		3,116,729		1,747,678		7,864,387		5,890,077
Mefiag Filtration Technologies		123,525		127,022		419,338		517,572
Filtration/Purification Technologies		75,678		64,198		111,433		366,046
	$	4,249,747	$	3,003,212	$	8,416,744	$	7,308,681

	October 31, 2012		January 31, 2012
Identifiable assets
Product Recovery/Pollution Control Technologies	$	41,305,110	$	36,444,763
Fluid Handling Technologies		20,220,234		19,290,035
Mefiag Filtration Technologies		14,995,354		14,017,572
Filtration/Purification Technologies		8,071,433		8,368,652
		84,592,131		78,121,022
Corporate		32,447,925		37,388,193
	$	117,040,056	$	115,509,215

Met-Pro Corporation/Page 6

Met-Pro Corporation and Subsidiaries

Consolidated Statements of Cash Flows

	Nine Months Ended October 31,
	2012			2011
Cash flows from operating activities
Net income	$	5,669,432		$	4,984,627
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,498,255			1,433,018
Stock-based compensation		747,347			539,478
Deferred income taxes		(191,247	)		(4,646	)
Loss/(gain) on sale of property and equipment, net		1,080			(26,003	)
Allowance for doubtful accounts		(258,714	)		53,654
Changes in operating assets and liabilities:
Accounts receivable		(3,272,233	)		(839,188	)
Inventories		(1,063,228	)		(2,138,267	)
Prepaid expenses, deposits and other assets		(459,659	)		(246,406	)
Accounts payable and accrued expenses		2,395,460			2,028,062
Customers’ advances		(2,045,097	)		2,451,901
Accrued pension retirement benefits		(1,310,290	)		(2,747,053	)
Other non-current liabilities		1,647			1,647

Net cash provided by operating activities		1,712,753			5,490,824

Cash flows from investing activities
Proceeds from sale of property and equipment		–			33,848
Acquisitions of property and equipment		(1,016,028	)		(1,636,866	)
Purchases of investments		(1,022,266	)		(1,010,534	)
Proceeds from maturities of investments		1,258,598			497,155

Net cash used in investing activities		(779,696	)		(2,116,397	)

Cash flows from financing activities
Proceeds from new borrowings		222,778			426,802
Reduction of debt		(766,686	)		(625,413	)
Exercise of stock options		–			42,800
Payment of dividends		(3,128,334	)		(2,902,505	)
Purchase of treasury shares		–			(42,800	)

Net cash used in financing activities		(3,672,242	)		(3,101,116	)
Effect of exchange rate changes on cash		35			34

Net (decrease) increase in cash and cash equivalents		(2,739,150	)		273,345

Cash and cash equivalents at February 1		34,581,394			32,400,814

Cash and cash equivalents at October 31	$	31,842,244		$	32,674,159

Exhibit 99.2

MET-PRO CORPORATION

Moderator: Kevin Bittle

12-06-12/11:00 a.m. ET

Confirmation # 65160720

Page 1

MET-PRO CORPORATION

Moderator: Kevin Bittle

December 6, 2012

11:00 a.m. ET

Operator:

Good morning, my name is LaShonda and I will be your conference operator today. At this time I would like to welcome everyone to the Met-Pro third-quarter results conference call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks there will be a question-and-answer session. If you would like to ask a question during this time, simply press star then the number one on your telephone keypad. If you would like to withdraw your question, press the pound key. Thank you.

Mr. Kevin Bittle, you may begin your conference.

Kevin Bittle:

Good morning and welcome to Met-Pro Corporation's earning conference call for the third quarter ended October 31, 2012. My name is Kevin Bittle and I'm with the Company's Creative Services Department. With me on our call this morning are Ray De Hont, our Chief Executive Officer and President, and Neal Murphy, our Vice President of Finance and Chief Financial Officer.

Before we begin I'd like to remind everyone that any statements made today with regards to our future expectations may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

MET-PRO CORPORATION

Moderator: Kevin Bittle

12-06-12/11:00 a.m. ET

Confirmation # 65160720

Page 2

Please refer to our year-end report for the fiscal year ended January 31, 2012 that was filed with the SEC for important factors that, among others, could cause our actual results to differ from any results that might be projected, forecasted or estimated in any of our forward-looking statements.

With that I will now turn the call over to Ray. Ray?

Ray De Hont:

Thank you, Kevin. Good morning, everyone, and welcome again from Harleysville, Pennsylvania. Earlier this morning we released our financial results for the third quarter of fiscal 2013 which ended on October 31, 2012. I hope all of you have had the opportunity to review them. In a moment, Neal Murphy will provide more specific comments on the quarter's financial results, but first I would like to offer my perspective on our performance.

We are pleased with the results for the third quarter, which improved significantly compared with the same quarter last year despite a challenging global business environment. In particular, we are pleased with the improved performance of our Product Recovery/Pollution Control Technologies business segment where we have implemented new programs to reduce costs and drive strong top-line growth into improved bottom-line results.

Net sales in the quarter were up 18 percent when compared with the third quarter last year and were the second best quarterly net sales total in the Company's history. The increase was led by growth in our two largest business segments, Fluid Handling Technologies and Product Recovery/Pollution Control Technologies, and included significant domestic and international growth.

Focus on execution and cost control enabled us to achieve a solid gross profit margin for the quarter of 35.8 percent and reduce total selling, general and administrative expenses to 21.5 percent of sales. This, together with the strong top-line growth, led to a 34 percent increase in net income when compared with the third quarter last year.

MET-PRO CORPORATION

Moderator: Kevin Bittle

12-06-12/11:00 a.m. ET

Confirmation # 65160720

Page 3

Focus on execution and cost control also resulted in profitability for each of our four business segments in the quarter.

Though the pace of firm orders received in the third quarter slowed as compared with the third quarter last year, our order backlog and quotation activity remained strong.

Before turning the call over to Neal, I am pleased to announce that in October the Board of Directors increased the quarterly dividend by 2.1 percent to $0.0725, or $0.29 per share on an annualized basis. The new higher dividend will be payable December 17, 2012 to shareholders of record at the close of business on December 3, 2012. This is the 22nd consecutive year that Met-Pro Corporation has paid a cash dividend. Neal?

Neal Murphy:

Thank you, Ray, and good morning, everyone. Today Met-Pro reported third-quarter 2013 net sales of $29.8 million, up 18 percent from the third quarter last year. And net income of $2.8 million, a 34 percent increase from the prior year third quarter.

Net sales in our Product Recovery/Pollution Control Technologies segment were $13.6 million, up 14 percent from the third quarter a year ago. For the quarter, this segment generated a $900,000 operating profit - strong progress from a disappointing second quarter in which we reported an operating loss in this segment. As Ray mentioned, we've been focusing on implementing a number of programs for this segment. We are pleased with the improved performance for the quarter and it will remain a high focus area as we strive to further drive strong top-line growth into improved bottom-line results.

Turning to our Fluid Handling Technologies segment, net sales in the third quarter were up 45 percent to $10.6 million. Operating margins were also quite strong at 29.3 percent for the quarter resulting in operating income of $3.1 million as compared to $1.7 million in last year's third quarter. Results in this segment were aided by a previously announced $6 million Fybroc contract, a substantial component of which was shipped during this quarter.

MET-PRO CORPORATION

Moderator: Kevin Bittle

12-06-12/11:00 a.m. ET

Confirmation # 65160720

Page 4

Net sales in our Mefiag Filtration Technologies reporting segment were down approximately $200,000 from the prior year third quarter due to softness in Europe. However, effective cost management resulted in flat income from operations despite the reduced sales level.

Finally, net sales and our Filtration/Purification Technologies segment decreased approximately $200,000 from the prior year third quarter due to weak municipal demand. But again, we were able to maintain profitability levels in this segment through effective cost management.

On a geographic basis 31 percent of third-quarter net sales were generated from international projects, as we continue to gain global market acceptance of our products.

For the third quarter we reported consolidated gross margins of 35.8 percent, down from a strong 37 percent in the third quarter of last year. More importantly, we were able to quickly restore gross margins to historical levels after reporting 31.1 percent gross profit margins in the second quarter this year. The sequential improvement in gross margins over the second quarter is attributable to improved mix, better execution and cost control.

Selling, general and administrative expenses in the quarter were 21.5 percent of revenues, well below 25.1 percent of revenues in the third quarter of last year, as we have made substantial progress in managing and leveraging our SG&A infrastructure as we continue to grow.

Quarter to quarter volatility is inherent in our business and it's important therefore to look at performance on a year-to-date basis also. Net sales for the nine months of this year are $83 million, or a 16 percent increase over the prior year's first nine months, and net income is $5.7 million for a 14 percent improvement over the first nine months of last year. Beyond strong net sales growth both for the quarter and year to date, we have been able to maintain a historically high level of order backlog, and entering the fourth quarter, our order backlog is $28.6 million.

MET-PRO CORPORATION

Moderator: Kevin Bittle

12-06-12/11:00 a.m. ET

Confirmation # 65160720

Page 5

Met-Pro's balance sheet remains strong with cash on hand and short-term investments at October 31, 2012 of $32.9 million and debt levels dropping to $2.8 million.

With that I will now turn the call back to Ray for some closing comments.

Ray De Hont:

Thank you, Neal. Just a few concluding thoughts before we open the call to your questions.

We are pleased with the results to date of the programs we've implemented to further drive strong top-line growth and to improve bottom-line results and we are committed to further improvements going forward.

Quotation activity remains strong and our order backlog remains consistent with a year ago giving us a solid foundation for future growth. As we execute our strategy we continue to create new opportunities that will support both our top-line growth and bottom-line objectives.

We previously guided that our Product Recovery/Pollution Control Technologies segment would return to profitability by the end of the year; that we anticipated full-year earnings to exceed last year's earnings; and that SG&A would trend in the 22 percent to 23 percent of revenue range by the end of the year. This quarter demonstrates that we have made solid progress in each of these areas and we anticipate continued improvement in each of these areas as we move forward.

While there is continuing economic uncertainty in the US and other key global economies that could impact our forecast, we expect to report growth in full-year earnings this fiscal year, which would be our third consecutive year having done so and we are well positioned to continue this trend next fiscal year.

MET-PRO CORPORATION

Moderator: Kevin Bittle

12-06-12/11:00 a.m. ET

Confirmation # 65160720

Page 6

We continue to remain confident that over the long term Met-Pro Corporation is well positioned to capitalize on the powerful trends towards global environmental stewardship, energy efficiency and process improvement.

I would like to thank the many loyal, dedicated and talented employees who have contributed to our success as well as thank our shareholders for their continued support. I would also like to thank all of you for your participation in today's call.

I will now turn a call back to Kevin Bittle.

Kevin Bittle:

Thank you, Ray. We would now welcome any questions you may have. I would like to ask our operator, LaShonda, to provide instructions for this portion of the call.

Operator:

Again, if you would like to ask a question, please press star then the number one on your telephone keypad.

The first question comes from the line of William Bremer, Maxim Group.

William Bremer:

Let's start off, nice quarter. Let's go right into the Fluid Handling segment. Of the $6 million order, some of it was realized -- about a third of it was realized second quarter, the bulk of it this quarter. What type of guidance can you provide for the realization of the completion of this order for the fourth, how much is left?

Neal Murphy:

There's about 15 percent of the order will ship in the fourth quarter, effectively it already has.

William Bremer:

OK, great. And then let's move up to the Product Recovery/Pollution Control arena. How much more restructuring in that segment is still to come?

MET-PRO CORPORATION

Moderator: Kevin Bittle

12-06-12/11:00 a.m. ET

Confirmation # 65160720

Page 7

Ray De Hont:

There is more to come, Bill; it is more moving some of the players around in the division as far as to get better efficiencies. And also how we not only quote the projects but execute the projects. And we have made some good strides in that area over the last several months when compared to earlier this year, the second quarter and the first quarter.

So we are continuing to push and pull on that organization to get it to a point not only where it is profitable but where we can drive that strong top-line growth down into better bottom-line results.

William Bremer:

Do we make the assumption that the fourth quarter, which has always been historically its strongest quarter, plays through this year as well?

Ray De Hont:

Really, when you look at it, Bill, there is volatility in the quarters. When you look back historically there are years where our third quarter or our second quarter were our best quarters. So there is really no trend that would say that the fourth quarter should be the highest each year; there is volatility in the quarter-to-quarter type results in our business.

William Bremer:

OK.

Neal Murphy:

I'm sorry, to add to it, I think what you should take away and what we take away from the quarter is that we validated that the prior quarter was a bit of an aberration and we have made strong progress. There is always going to be quarter-to-quarter volatility, but we feel like we have made some good progress, we have executed better, some of the leadership changes we have made are starting to pay off. We still have -- we have work to do in that segment.

William Bremer:

OK and what are your operating margins targeted for that segment after this restructuring is complete? Are we still looking for 8 percent to 10 percent consistently?

MET-PRO CORPORATION

Moderator: Kevin Bittle

12-06-12/11:00 a.m. ET

Confirmation # 65160720

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Neal Murphy:

We haven't specifically guided on the margins and really aren't prepared to guide on the margins. We did guide that we would -- the last quarter that we would get back to profitability and on a full-year basis we have gotten there. And we think that there is still room for improvement versus where we came in in margins in the third quarter.

William Bremer:

All right, and my final question really stems on the potential for some acquisitions or the use of cash north of $2 per share net cash here. What are the plans here?

Ray De Hont:

When we look at it, Bill, there are some nice possibilities out there. But our primary focus for the short-term, given the economic uncertainty, is to maintain our dry powder and drive top- and bottom-line organic growth.

William Bremer:

OK, gentlemen, thank you.

Operator:

Your next question comes from the line of Jinming Liu, Ardour Capital Investments.

Jinming Liu:

My first question is related to your outlook for next year. So what you are planning to do to make sure we all see growth in sales and earnings for next fiscal year?

Ray De Hont:

Well, I think right now what we see is that our quotation activity is very strong and we have a strong backlog as a foundation. So we are looking to build off of that and those are two keys for our Company for future growth. And if the economy continues to slowly improve we see improvement in those areas and -- but those are the two keys.

We also look at it as far as we have to be successful on some larger project event type projects. And we have some of them in the pipeline that we are working on and we feel we are well-positioned and it is a matter of timing there. But the keys are the quotation activity which leads to the strong bookings and then the backlog that we have going in. And of course the execution once we have these orders.

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Jinming Liu:

OK and I looked at your balance sheet, accounts receivables increased considerably in the third quarter. Was that related to the shipment of some of the $6 million contract late during the quarter? And also, I see the allowance for doubtful accounts increased somewhat during the quarter. Is there anything that we should be concerned about?

Neal Murphy:

Let me take each of those. The first one, it was really very much the timing of our sales. Our sales were more heavily skewed towards the last month of the quarter and so -- but when we look at metrics like days outstanding we're holding firm. So in terms of the receivable growth, it is really timing in nature.

And nothing other than timing in terms of the bad debt reserve I wouldn't say there is anything to be concerned about there. We don't see it as anything out of the norm.

Jinming Liu:

OK. Thanks a lot.

Operator:

Your next question comes from the line of Gerry Sweeney, Boenning & Scattergood.

Ben Lurio:

This is actually Ben Lurio for Gerry. Just one quick question about SG&A. So SG&A as a percentage of sales keeps continuing to move down. What levels do you guys think this can reach prior to requiring additional investment?

Neal Murphy:

That's a good question. I think we feel like our infrastructure is pretty well in place and our goal is to leverage that infrastructure. And if you take some of the one-time costs out of our second quarter our SG&A has been pretty constant on an absolute basis also. So we think we can -- we have some room where we can grow the top-line without driving our SG&A forward.

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Ben Lurio:

OK, thanks.

Operator:

Your next question comes from the line of Alan Brochstein, A.B. Analytical.

Alan Brochstein:

Thanks for taking my call. I have a few questions. First of all, I don't know that you provided clarity on international versus domestic. You said they both grew, but can you share a little bit more about that?

Neal Murphy:

Yes, what we indicated more in our comments than in the press release was that our international sales for the quarter were 31 percent.

Alan Brochstein:

Got it, OK. If I missed that, sorry. And, Ray, this one is for you. Pentair has acquired Tyco, and I was just wondering is that an opportunity for you guys or a risk? How do you assess that change in the landscape?

Ray De Hont:

Well, the acquisition of Tyco by Pentair, they are going through the integration which I would assume is taking considerable time and energy. But we do some business with Pentair with some of our smaller divisions already. But as far as an opportunity, a big opportunity, I don't see it right now; down the road it could generate into one.

Alan Brochstein:

So it's not a competitive threat either right now?

Ray De Hont:

No.

Alan Brochstein:

OK. And then, Neal, you are new and I think this is your first full quarter, if I am not mistaken. Can you just share your -- kind of your initial thoughts now that you are hopefully comparable in your job in terms of what you think the biggest opportunities are for you in terms of your new role?

Neal Murphy:

Yes, I'm actually a veteran now of -- I'm a hardened veteran of three quarters now. But --.

Alan Brochstein:

Is that right, it's been that long? Sorry. Anyway, the question still stands. What are your impressions so far?

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Neal Murphy:

I think it's an exciting company. I think we have -- we are playing in some markets that are interesting markets that we are establishing an international presence and a reputation that I think will help us. So I think that we are well-positioned. And the uncertainty that is out there for the general economy that affects everyone is also affecting us. And so, we have done a little bit of belt-tightening to make sure that we are well positioned both for the short-term and the long-term.

Alan Brochstein:

All right, thanks a lot, guys. Good luck.

Operator:

You have a followup question from the line of William Bremer, Maxim Group.

William Bremer:

Gentlemen, I just want to go to the book to bill ratio, 0.82. Was it just the timing? We haven't had a quarter this low -- we'd have to go back to 2008-2009. But really what contributed to the fact that the book to bill came in a little lighter than what we anticipated for the quarter?

Ray De Hont:

When you look at the book to bill as far as you are talking about some of its timing. Some of it is the concern that was there or the caution that was there prior to the election. And now also as far as the concern with what is going to be done on the fiscal cliff. So there was that concern of what is happening? People wanted to see what was happening before they let loose on their orders. And I think that was a big part of it, Bill.

Neal Murphy:

Yes, I would add I think we had a very good bill quarter; we had close to $30 million in sales so the denominator was very nice. And I think the way we have said it in the past, Bill, is that if you look at our history, our backlog, if you just even look over the last three or four years, backlog was hovering $15 million, $16 million, $17 million at the end of the each year.

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We saw a real spike in demand going into the end of last year and built our backlog up to $28 million. And despite sales increases in that 16 percent range year to date we have been able to maintain a pretty healthy backlog.

William Bremer:

Maybe a better way of phrasing the question would be, of the mix here how many of your products are -- or could you say book and burn during the quarter? What type of percent of the quarterly top-line could be a book and burn type scenario?

Ray De Hont:

Well, you are talking -- you're typically talking in our business somewhere in the 60 percent or slightly higher as far as book and ship, book and bill. That is because of the large portion of our consumables and aftermarket parts.

But also when you look at the liquids side of our business, a lot of the equipment there is quick turnaround equipment. And then there is portions of the air side that also have quick turnaround equipment. So you are talking -- you can go 60 percent, as high as 70 percent in a given quarter.

William Bremer:

OK, that is what I was looking for, Ray, thank you.

Ray De Hont:

You're welcome.

Operator:

Your final question is from the line of Herbert Schaffner.

Herbert Schaffner:

A question on the stock price which is hovering around $8.75. Has the Board or yourselves considered this must be a low point for the year, considered buying back some of the stock?

Ray De Hont:

We haven't been active in repurchasing shares, but we do have a plan in place and would not rule it out if we believe it is the best way to increase shareholder value. We are comfortable with the flexibility that the strong balance sheet provides us.

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Herbert Schaffner:

All right, just thought it might be an opportunity at the current price. Thank you.

Ray De Hont:

You're welcome.

Operator:

Thank you. I would now like to turn today's call back over to Mr. De Hont for closing remarks.

Ray De Hont:

Thank you, LaShonda. Once again, thank you for joining us this morning. We hope we have been able to provide you with the useful update on Met-Pro's progress and performance. But if you should have any further questions, please feel free to contact either me or Neal. Thank you.

Operator:

This concludes today's conference call. You may now disconnect.

END