11-K 1 mprsop.htm 11K SOP 11k SOP


 
 
 
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 fiscal year ended January 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 Salaried Employee Stock Ownership 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

SALARIED EMPLOYEE STOCK OWNERSHIP PLAN


FINANCIAL STATEMENTS


FOR THE YEARS ENDED
JANUARY 31, 2005 AND 2004




 
 
 
 
 
 
 
 
 
 
 
 

 
MET-PRO CORPORATION

SALARIED EMPLOYEE STOCK OWNERSHIP PLAN

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




 






 
 

 





 



- 1 -

 


To the Trustees
Met-Pro Corporation Salaried Employee Stock Ownership Plan
Harleysville, PA

We have audited the accompanying statement of net assets available for benefits of Met-Pro Corporation Salaried Employee Stock Ownership Plan as of January 31, 2005 and 2004, and the related statement of changes in net assets available for benefits for the years then ended and the supplemental schedule of assets held for investment purposes as of January 31, 2005. These financial statements and supplemental schedule 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 auditing 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. An audit 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 Plan as of January 31, 2005 and 2004, and the changes in 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 for investment purposes 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 has been subjected to the auditing procedures applied in the audit 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 26, 2005    
 
 
- 2 -

MET-PRO CORPORATION

SALARIED EMPLOYEE STOCK OWNERSHIP PLAN
 
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS


 


 
 
 
2005
 
2004
       
Assets:
     
    Investments
$4,234,125
 
$5,961,437
       
    Cash and cash equivalents
12,515
 
268
       
       
                Total assets
4,246,640
 
5,961,705
       
       
       
Liabilities:
     
    Advance from Company
-    
 
2,700
       
       
    Net assets available for benefits
$4,246,640
 
$5,959,005

 
 



 
 
 
 
 
 
 


The notes to financial statements are an integral part of the above statement.
 
- 3 -

MET-PRO CORPORATION

SALARIED EMPLOYEE STOCK OWNERSHIP PLAN
 
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS


 

  

   
 
JANUARY 31,
 
 
2005
 
2004
 
Additions:
       
   Investment income
$ 90,853
 
$ 91,728
 
         
         
Deductions:
       
   Benefits paid to participants
502,217
 
361,944
 
         
         
Net appreciation (depreciation) in
       
   market value of investments
(1,301,001
)
2,352,772
 
         
         
Net increase (decrease)
(1,712,365
)
2,082,556
 
         
         
Net assets available for benefits:
       
   Beginning of year
5,959,005
 
3,876,449
 
         
         
         
   End of year
$4,246,640
 
$5,959,005
 


 
 
 
 

 

 

The notes to financial statements are an integral part of the above statement.
 

SALARIED EMPLOYEE STOCK OWNERSHIP PLAN
 
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JANUARY 31, 2005 AND 2004

 
1.
Description of Plan
   
 
The following brief description of the Met-Pro Corporation ("the Company") Salaried Employee Stock Ownership 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 covers all salaried employees who work at least 1,000 hours per year and have attained the age of 21.
   
 
Contributions - The Company may, at its discretion, contribute from time to time either cash or shares of the Company's common stock. The Company is not required to make a contribution in any given plan year.
   
 
Participant accounts - Each participant's account is credited with an allocation of (a) the Company's contribution and (b) dividends. Allocations are based on participants' earnings or account balances, as defined.
   
 
Vesting - The cash and common stock allocated to a participant's account are fully vested upon eligibility for the Plan.
   
 
Payment of benefits - The vested portion of the amount allocated to a participant's account is distributed to a participant, solely in shares of stock of the Company, within sixty days after the end of the plan year in which a termination event, as defined, occurs.
   
 
Plan termination - In the event that the Plan is terminated, net assets would be allocated among the participants and eligible beneficiaries in the order provided by the Employee Retirement Income Security Act of 1974 (ERISA).
   
 
Concentrations - Substantially all of the Plan's assets are invested in Met-Pro Corporation common stock.
   
   
2.
Summary of Significant Accounting Policies
   
 
Investment valuation - The Plan's assets consist principally of Met-Pro Corporation common stock and are valued based on the quoted market price as reported by the New York Stock Exchange for 2005 and 2004.
   
 
Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.
 
- 5 -

MET-PRO CORPORATION

SALARIED EMPLOYEE STOCK OWNERSHIP PLAN
 
NOTES TO FINANCIAL STATEMENTS - CONTINUED
FOR THE YEARS ENDED JANUARY 31, 2005 AND 2004

 
3.
Investments
   
 
The Plan's investments as of January 31 representing 5% or more of the Plan’s assets are as follows:
 
 
2005
 
2004
     
CURRENT
     
CURRENT
 
COST
 
VALUE
 
COST
 
VALUE
Met-Pro Corporation common
             
  stock, 328,481 and 352,748
             
  shares for 2005 and 2004,
             
  respectively
$1,702,534
 
$4,234,125
 
$1,752,189
 
$5,961,437


   
 
During the year ended January 31, 2004, there was a four-for-three stock split, which was effective October 15, 2003.

 
4.
Income Tax Status
   
 
The Plan has received a favorable determination from the Internal Revenue Service dated November, 2002 indicating that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code and is exempt from federal income taxes.
   
   
5.
Administration of Plan Assets
   
 
Certain administrative functions are performed by officers or employees of the Company. No officer or employee receives compensation from the Plan. Administrative costs to the Plan are absorbed by the Company.

 
 
 
 
 
 
 
 

- 6 -


SALARIED EMPLOYEE STOCK OWNERSHIP PLAN

EIN: 23-1683282
PLAN #004
SCHEDULE H, ITEM 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
JANUARY 31, 2005







 



(a)
 
(b)
 
(c)
 
(d)
 
(e)
                 
       
DESCRIPTION OF INVESTMENT
       
   
IDENTITY OF ISSUE,
 
INCLUDING MATURITY DATE,
       
   
BORROWER, LESSOR
 
RATE OF INTEREST, COLLATERAL,
     
CURRENT
   
OR SIMILAR PARTY
 
PAR OR MATURITY VALUE
 
COST
 
VALUE
                 
                 
*
 
Met-Pro Corporation
 
328,481 shares of common stock,
 
$1,702,534
 
$4,234,125
       
  $.10 par value
       


 




 









- 7 -


SALARIED EMPLOYEE STOCK OWNERSHIP PLAN

EIN: 23-1683282
PLAN #004
SCHEDULE H - ITEM 4j - SCHEDULE OF REPORTABLE (5%) TRANSACTIONS
FOR THE YEAR ENDED JANUARY 31, 2005

 
NOT USING IN 2005 REPORT





(a)
 
(b)
 
(c)
 
(d)
 
(e)
 
(f)
 
(g)
 
(h)
 
(i)
                                 
                           
CURRENT
   
                   
EXPENSE
     
VALUE OF
   
   
DESCRIPTION OF ASSET
             
INCURRED
     
ASSET ON
   
IDENTITY
 
(INCLUDING INTEREST
             
WITH
 
COST
 
TRANS-
   
OF PARTY
 
RATE AND MATURITY
 
PURCHASE
 
SELLING
 
LEASE
 
TRANS-
 
OF
 
ACTION
 
NET
INVOLVED
 
IN CASE OF A LOAN)
 
PRICE
 
PRICE
 
RENTAL
 
ACTION
 
ASSET
 
DATE
 
GAIN
                                 
                                 
Met-Pro
 
Met-Pro Common Stock
     
$502,217
         
$127,995
 
$502,217
 
$374,222
  Corporation
                               




















SALARIED EMPLOYEE STOCK OWNERSHIP PLAN
 

 
 
 
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 Salaried Employee Stock Ownership Plan
       
       
       
 
August 31, 2005         
 
By: /s/ Gary J. Morgan                                       
 
          Date
 
Gary J. Morgan
     
Plan Administrator

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 9 -


SALARIED EMPLOYEE STOCK OWNERSHIP PLAN
 
EXHIBIT INDEX

 
 
 
 
 
 
 

Exhibit

   

Number

 

Description

     

23.1*

  Consent of Independent Registered Public Accounting Firm
     
* Filed herewith
 
 
 
 
 
 
 
 
 
 
 
 
 
 
-10 -