SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
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, 2003 AND 2002
MET-PRO CORPORATION RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
PAGE | |
NUMBER | |
Independent Auditor's Report | 2 |
Financial Statements: | |
Net assets available for benefits | 3 |
Changes in net assets available for benefits | 4 |
Notes to financial statements | 5 to 7 |
Financial Schedule: | |
Schedule of assets held for | |
investment purposes - December 31, 2003 | 8 |
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REPORT OF INDEPENDENT
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, 2003 and 2002, 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 audits 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 Met-Pro Corporation Retirement Savings Plan as of December 31, 2003 and 2002 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 for investment purposes as of December 31, 2003 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.
Certified Public Accountants
Bala Cynwyd, PA
May 28, 2004
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MET-PRO CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31 | |||||||
2003 | 2002 | ||||||
Assets: | |||||||
Investments, at current value: | |||||||
Mutual funds | $ | 5,192,083 | $ | 4,260,617 | |||
Met-Pro Corporation common stock | 1,834,450 | 1,060,892 | |||||
Receivables: | |||||||
Loans receivable | 37,772 | 53,632 | |||||
Contribution receivable, employee | 28,219 | 31,126 | |||||
Contribution receivable, employer | 7,898 | 8,506 | |||||
Total assets | 7,100,422 | 5,414,773 | |||||
Liabilities: | |||||||
Cash overdraft | 5,986 | - | |||||
Return of excess contributions | |||||||
and earnings, employees | - | 1,778 | |||||
Total liabilities | 5,986 | 1,778 | |||||
Net assets available for benefits | $ | 7,094,436 | $ | 5,412,995 | |||
The notes to financial statements are an integral part of the above statement.
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MET-PRO CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED | |||||||
DECEMBER 31, | |||||||
2003 | 2002 | ||||||
Additions: | |||||||
Contributions: | |||||||
Employees | $ | 757,708 | $ | 751,657 | |||
Employer | 203,574 | 206,817 | |||||
Total additions | 961,282 | 958,474 | |||||
Deductions: | |||||||
Benefits paid to beneficiaries | |||||||
and terminated employees | 702,056 | 793,357 | |||||
Administration expenses | 7,456 | 7,589 | |||||
Total deductions | 709,512 | 800,946 | |||||
Investment activity: | |||||||
Dividends and interest | 74,143 | 60,615 | |||||
Unrealized appreciation (depreciation): | |||||||
Mutual funds | 700,551 | ( 681,423 | ) | ||||
Met-Pro Corporation common stock | 588,323 | 81,589 | |||||
Realized gain (loss): | |||||||
Mutual funds | 65,357 | ( 78,363 | ) | ||||
Met-Pro Corporation common stock | 1,297 | 2,779 | |||||
Total investment activity | 1,429,671 | ( 614,803 | ) | ||||
Net increase (decrease) | 1,681,441 | ( 457,275 | ) | ||||
Net assets available for benefits: | |||||||
Beginning of year | 5,412,995 | 5,870,270 | |||||
End of year | $ | 7,094,436 | $ | 5,412,995 | |||
The notes to financial statements are an integral part of the above statement.
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MET-PRO CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
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 employees of Met-Pro Corporation ("the Company"), except for employees of Mefiag B.V. and Flex Kleen Canada. 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 2003 or 2002.
Forfeitures - Forfeitures by terminated employees of amounts not vested are reallocated to remaining participant accounts at year end. Employee forfeited, nonvested amounts were $8,076 and $8,829 for the years ended December 31, 2003 and 2002, 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, forfeitures 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 $2,182,707 and $1,851,441 at December 31, 2003 and 2002, 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 10.5%, which are commensurate with local prevailing rates as determined by the Plan Administrator.
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MET-PRO CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
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 appreciation (depreciation).
Concentrations of credit risk - At December 31, 2003 and 2002, 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.
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MET-PRO CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
5. Investments
The following individual investments exceeded 5% of the fair value of net assets available for plan benefits at December 31:
2003 | 2002 | ||||||
Fidelity Advisor Equity Growth Fund | $ | 431,438 | $ | 299,545 | |||
Janus Adviser Balance | 433,441 | 354,596 | |||||
Janus Adviser Capital Appreciation Fund | 521,468 | 394,091 | |||||
Janus Adviser Growth and Income Fund | 984,360 | 850,521 | |||||
Janus Adviser Growth Fund | 550,402 | 484,497 | |||||
Met-Pro Corporation Common Stock | 1,834,450 | 1,060,892 | |||||
BlackRock Money Market Fund | 891,471 | 867,696 |
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MET-PRO CORPORATION RETIREMENT SAVINGS PLAN
SCHEDULE H - ITEM 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2003
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, 1,189 shares | $ 29,970 | $ 34,780 | ||||
AIM Small Cap Equity Fund | Mutual fund, 1,302 shares | 13,159 | 15,664 | ||||
AIM Small Cap Growth Fund | Mutual fund, 1,981 shares | 46,395 | 50,935 | ||||
BlackRock Balanced Fund | Mutual fund, 25,025 shares | 349,552 | 342,839 | ||||
BlackRock Core Bond | |||||||
Total Return Fund | Mutual fund, 26,112 shares | 257,252 | 252,242 | ||||
BlackRock Index Equity Fund | Mutual fund, 9,110 shares | 186,490 | 193,855 | ||||
BlackRock Money Market Fund | Mutual fund, 659,860 shares | 789,239 | 891,471 | ||||
Federated Mid-Cap Index Fund | Mutual fund, 6,128 shares | 103,787 | 116,305 | ||||
Fidelity Advisor Equity Growth Fund | Mutual fund, 9,691 shares | 515,892 | 431,438 | ||||
Fidelity Advisor Value Strategic Fund | Mutual fund, 2,438 shares | 64,956 | 77,121 | ||||
Investment Company of America | Mutual fund, 543 shares | 14,060 | 15,647 | ||||
Janus Adviser Balanced Fund | Mutual fund, 18,374 shares | 410,022 | 433,441 | ||||
Janus Adviser Capital | |||||||
Appreciation Fund | Mutual fund, 24,471 shares | 491,849 | 521,468 | ||||
Janus Adviser Growth Fund | Mutual fund, 27,798 shares | 545,608 | 550,402 | ||||
Janus Adviser Growth | |||||||
and Income Fund | Mutual fund, 66,511 shares | 947,735 | 984,360 | ||||
Janus Adviser International Fund | Mutual fund, 4,051 shares | 89,756 | 98,307 | ||||
Met-Pro Stock Liquidity Fund | Mutual fund, 11,201 shares | 11,201 | 11,201 | ||||
Putnam Capital Opportunities Fund | Mutual fund, 1,983 shares | 17,041 | 19,535 | ||||
Putnam Small Cap Value Fund | Mutual fund, 4,279 shares | 56,816 | 70,695 | ||||
Washington Mutual Investors Fund | Mutual fund, 2,793 shares | 74,144 | 80,377 | ||||
5,014,924 | 5,192,083 | ||||||
Met-Pro Corporation Stock | Common stock, 113,941 shares | 1,081,466 | 1,834,450 | ||||
* | Participant loans | 5% - 10.5%; interest with | |||||
varying maturity dates | - | 37,772 | |||||
$6,096,390 | $7,064,305 |
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MET-PRO CORPORATION
SIGNATURES
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
June 28, 2004 By: /s/ Gary J. Morgan
Date Gary J. Morgan
Plan Administrator
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MET-PRO CORPORATION
Exhibit Index
Exhibit | ||
Number | Description | |
Consent of Independent Registered Public Accounting Firm | ||
* Filed herewith
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