FORM 10-K
For the fiscal year ended November 3, 2002
For the transition period from to
Commission file number 0-7977
NORDSON CORPORATION
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.o
The aggregate market value of Common Stock, no par value per share, held by nonaffiliates (based on the closing sale price on the Nasdaq) as of December 6, 2002 was approximately $714,711,000.
There were 33,617,486 shares of Common Shares outstanding as of December 6, 2002.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement for the 2003 Annual Meeting — Part III
TABLE OF CONTENTS
Table of Contents
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PART I
Item 1. Business
General Description of Business
Nordson products are used in a diverse range of industries, including appliance, automotive, bookbinding, circuit board assembly, electronics, food and beverage, furniture, medical, metal finishing, nonwoven products, packaging, semiconductor and telecommunications.
The Company’s formula for long-term growth is based on a customer-driven strategy that is global in scope. Headquartered in Westlake, Ohio, Nordson markets its products through a network of direct operations in 30 countries throughout North America, Europe, Japan, Asia, Latin America and Australia. Consistent with this strategy, more than 50 percent of the Company’s revenues are generated outside the United States.
Nordson has approximately 3,600 employees worldwide and has principal manufacturing facilities in Ohio, Georgia, Alabama, California, Rhode Island, Germany, the Netherlands, and the United Kingdom.
Corporate Purpose and Goals
Nordson operates for the purpose of creating balanced, long-term benefits for all of our constituencies: customers, employees, shareholders and communities.
Our corporate goal for growth is to double the value of the Company over a moving five-year period, with the primary measure of value set by the market for Company shares.
While external factors may impact value, the achievement of this goal will rest with earnings growth, capital and human resource efficiency, and positioning for the future.
Nordson does not expect every quarter to produce increased sales, earnings and earnings per share, or to exceed the comparative prior year’s quarter. We do expect to produce long-term gains. When short-term swings occur, we do not intend to alter our basic objectives in efforts to mitigate the impact of these natural occurrences.
Growth is achieved by seizing opportunities with existing products and markets, investing in systems to maximize productivity, and pursuing growth markets. This strategy is augmented through product line additions, engineering, research and development, and acquisition of companies that can serve multinational industrial markets.
We create benefits for our customers through a Package of ValuesTM, which includes carefully engineered, durable products; strong service support; the backing of a well-established worldwide company with financial and technical strengths; and a corporate commitment to deliver what was promised.
We strive to provide genuine customer satisfaction; it is the foundation upon which we continue to build our business.
Complementing our business strategy is the objective to provide opportunities for employee self-fulfillment, growth, security, recognition and equitable compensation.
This goal is met through employee training and the creation of on-the-job growth opportunities. The result is a highly qualified and professional management team capable of meeting corporate objectives.
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We recognize the value of employee participation in the planning process. Strategic and operating plans are developed by all business units and divisions, resulting in a sense of ownership and commitment on the part of employees in accomplishing company objectives.
Nordson Corporation is an equal opportunity employer.
Nordson is committed to contributing an average of five percent of domestic pretax earnings to human services, health, education and other charitable activities, particularly in communities where the Company has major facilities.
Financial Information About Operating Segment, Foreign and Domestic Operations, and Export Sales
Principal Products and Uses
A summary of the Company’s various products and examples of their uses are as follows:
1. Adhesive Dispensing and Nonwoven Fiber Systems
2. Coating and Finishing Systems
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3. Advanced Technology Systems
Nordson markets its products in the United States and fifty-six other countries, primarily through a direct sales force and also through qualified distributors. Nordson has built a worldwide reputation for its creativity and expertise in the design and engineering of high-technology application equipment that meets the specific needs of its customers.
Manufacturing and Raw Materials
Principal materials used to make Nordson products are metals and plastics, typically in sheets, bar stock, castings, forgings, and tubing. Nordson also purchases many electrical and electronic components, fabricated metal parts, high-pressure fluid hoses, packings, seals and other items integral to its products. Suppliers are competitively selected based on cost and quality. All significant raw materials Nordson uses are available through multiple sources.
Nordson’s senior operating executives supervise an extensive quality control program for Nordson equipment, machinery and systems.
Natural gas and other fuels are primary energy sources for Nordson. However, standby capacity for alternative sources is available if needed.
Patents and Trademarks
Seasonal Variation in Business
Working Capital Practices
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Customers
Backlog
Government Contracts
Competitive Conditions
Many factors influence the Company’s competitive position, including pricing, product quality and service. Nordson enjoys a leadership position in the competitive industrial application systems business by delivering high-quality, innovative products and technologies, as well as after-the-sale service and technical support. Working with customers to understand their processes and developing the application solutions that help them meet their production requirements also contributes to Nordson’s leadership position. Nordson products help customers improve productivity, reduce raw material and energy consumption, lower maintenance costs, improve environmental conditions, and produce better performing finished products. Nordson’s worldwide network of direct sales and technical resources also is a competitive advantage.
Risk factors associated with Nordson’s competitive position include the development and commercial acceptance of alternative processes or materials and the growth of local competitors serving specific markets.
Research and Development
Environmental Compliance
Employees
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Item 2. Properties
The following table summarizes the principal properties of the Company.
Business Segment — Property Identification Legend
Several of these properties are pledged as security for industrial revenue bonds and mortgage notes payable.
Other properties at international subsidiary locations and at branch locations within the United States are leased. Lease terms do not exceed 25 years and generally contain a provision for cancellation with some penalty at an earlier date.
In addition, the Company leases equipment under various operating and capitalized leases. Information about leases is reported in Note 7 of Notes to Consolidated Financial Statements that can be found in Part II, Item 8 of this document.
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Item 3. Legal Proceedings
The Company has been identified as a potentially responsible party (PRP) at a Wisconsin municipal landfill and has voluntarily agreed with other PRP’s to share costs associated with a feasibility study and remedial investigation (“FS/RI”) for the site, with the Company committing up to $325,000 toward the FS/RI. This amount has been recorded in the Company’s financial statements. The FS/RI is expected to be completed in 2005. The total cost of the Company’s share for site remediation cannot be determined at this time but based on current information, the Company does not expect that the costs associated with remediation will have a material adverse effect on its financial condition or results of operations.
In addition, the Company is involved in various other legal proceedings arising in the normal course of business. Based on current information, the Company does not expect that the ultimate resolution of pending and threatened legal proceedings will have a material adverse effect on its financial condition or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Market Information and Dividends
Additional Information
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Equity Compensation Table
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Item 6. Selected Financial Data
Five-Year Summary
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Critical Accounting Policies and Estimates
Revenue Recognition — Most of the Company’s revenues are recognized upon shipment, provided that persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collectibility is reasonably assured, and title and risk of loss have passed to the customer. A limited number of the Company’s large engineered systems sales contracts are accounted for using the percentage-of-completion method. The amount of revenue recognized in any accounting period is based on the ratio of actual costs incurred through the end of the period to total estimated costs at completion. During 2002, the Company recognized approximately $20 million of revenue under this method with respect to one contract, which was substantially completed prior to year-end. The remaining revenues are recognized upon delivery.
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Goodwill — Goodwill represents the excess of purchase price over the fair value of tangible and identifiable intangible net assets acquired. At November 3, 2002 goodwill represented approximately 43 percent of the Company’s total assets. The majority of the goodwill resulted from the acquisition of EFD, Inc. in 2001. In 2002, the Company adopted FASB Statement No. 142, “Goodwill and Other Intangible Assets,” which provides that goodwill should not be amortized but instead be tested for impairment annually at the reporting unit level. In accordance with No. 142, the Company completed a transitional goodwill impairment test that resulted in no impairment loss being recognized. Goodwill is tested for impairment on an annual basis and more often if indications of impairment exist. The estimated fair value of a reporting unit is determined by applying appropriate discount rates to estimated future cash flows and terminal value amounts for the reporting units. The results of the Company’s analyses indicated that no reduction of goodwill is required. In 2001, goodwill amortization was $15,446,000 ($11,243,000 on an after-tax basis, or $.34 per share). In 2000, goodwill amortization was $5,110,000 ($3,347,000 on an after-tax basis, or $.10 per share).
Inventories — Inventories are valued at the lower of cost or market. Cost has been determined using the last-in, first-out method for 38 percent of the Company’s consolidated inventories at November 3, 2002, with the first-in, first-out method used for the remaining inventory. On an ongoing basis, the Company tests its inventory for technical obsolescence, as well as for future demand and changes in market conditions. The Company has historically maintained inventory reserves to reflect those conditions when the cost of inventory is not expected to be recovered. In the face of difficult economic conditions that accelerated the technical obsolescence of certain inventory and impacted the demand outlook for other inventory, the Company recognized an inventory write-down of $11.4 million in the fourth quarter of 2002 ($7.6 million on an after-tax basis, or $.23 per share).
Pension Plans and Other Postretirement Benefit Plans — The measurement of liabilities related to pension plans and other postretirement benefit plans is based on management’s assumptions related to future events including interest rates, return on pension plan assets, compensation increases and health care cost trend rates. The discount rates used to determine the present value of future benefits are based on yields of AA quality or better fixed income investments. The weighted average discount rate used to value pension plan obligations was 6.5 percent at November 3, 2002, compared to 6.9 percent at October 28, 2001. The rate used to value the postretirement obligation was 6.75 percent at November 3, 2002, compared to 7.25 percent at October 28, 2001. Annual expense amounts are determined based on the discount rate at the end of the prior year. The expected rate of return on pension assets is designed to be a long-term assumption that will be subject to year-to-year variability. The rate for 2002 was decreased to 8.6 percent from 9.5 percent in 2001. During 2002, the fair market value of pension plan assets decreased. Actual pension plan asset performance will either reduce or increase unamortized losses, which will ultimately affect net income. The rate of compensation increases was reduced from 5.2 percent in 2001 to 3.7 percent in 2002 to reflect actual experience.
The rate of increase in medical costs over the next five years was increased to reflect actual experience. The health care cost trend rate assumption has a significant effect on the amounts reported. For example, a one-percentage point change in the assumed health care cost trend rate would have the following effects:
Employees hired after January 1, 2002 are not eligible to participate in the postretirement plan.
The overall effect of the assumption changes above will be to increase pension and postretirement expenses in fiscal 2003.
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Financial Instruments — Assets, liabilities and commitments that are to be settled in cash and are denominated in foreign currencies are sensitive to changes in currency exchange rates. The Company enters into foreign currency forward contracts, which are derivative financial instruments, to reduce the risk of foreign currency exposures resulting from the collection of receivables, payables and loans denominated in foreign currencies. The maturities of these contracts are usually less than 90 days. Forward contracts are marked to market each accounting period, and the resulting gains or losses are included in other income (expense) on the Consolidated Statement of Income.
Fiscal Years 2002 and 2001
Sales volume in the Company’s adhesive dispensing systems segment decreased 4 percent. Increases in packaging sales volume were more than offset by lower sales of nonwoven systems in North America. Advanced technology segment volume was down 29 percent, primarily due to the continuing global slowdown in the semiconductor and electronics industries. Coating and finishing systems segment sales volume was down 13 percent, influenced significantly by lower engineered systems sales in North America. It is estimated that the effect of pricing on total revenues was neutral relative to the prior year.
Nordson’s sales outside the United States accounted for 57 percent of total 2002 sales, compared with 54 percent for 2001. Sales volume decreased in all four of Nordson’s geographic regions. Volume decreased 17 percent in North America, 3 percent in Europe, 15 percent in Japan and 9 percent in the Pacific South region. The slowdown in advanced technology and capital goods sectors was felt across all of these regions.
Gross margins, before restructuring charges and inventory write-downs, expressed as a percentage of sales were 53.8 percent in 2002, compared with 54.0 percent in 2001. A change in the mix of products sold, pricing pressures and higher indirect costs caused the lower margins. The Company recognized a fourth quarter inventory write-down of $11.4 million ($7.6 million on an after-tax basis, or $.23 per share). Gross margins, including restructuring charges and inventory write-downs, were 52.1 percent in 2002, down from 53.9 percent in 2001.
Selling and administrative expenses, excluding goodwill amortization and severance and restructuring costs, were 43.5 percent of sales in 2002 and 41.8 percent in 2001. Spending for 2002 decreased 7.9 percent as a result of the Company’s organizational restructuring and facility consolidations. As a result of adopting FASB Statement No. 142 at the beginning of 2002, the Company no longer amortizes goodwill. Goodwill amortization was $15,446,000 in 2001.
As a result of the continuing economic slowdown during 2002, the Company recognized $2.7 million ($1.8 million on an after-tax basis, or $.05 per share) of non-recurring charges, consisting of severance and other costs associated with the combination of certain businesses. Of the total amount, $.2 million is included in cost of sales. It is anticipated that additional costs of approximately $2 million, primarily related to severance payments, will be incurred in fiscal 2003. Annualized savings from the Company’s restructuring actions that began in 2000 are projected to be in excess of $40 million.
Worldwide operating profits, expressed as a percentage of sales before the effects of non-recurring charges, were 10.4 percent in 2002, compared with 10.1 percent for 2001. Segment operating profit percentages in 2002 and 2001, excluding corporate expenses which are not allocated to segments, were as follows:
All segments were impacted by the global economic downturn.
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Interest expense of $21.7 million decreased $7.8 million from 2001, primarily due to lower borrowing levels. Other income decreased $5.5 million from 2001, which included a gain of $5.1 million on the sale of real estate. Nordson’s effective tax rate was 33.00 percent in 2002 compared with a rate of 34.75 percent in 2001.
The Company has been identified as a potentially responsible party (PRP) at a Wisconsin municipal landfill and has voluntarily agreed with other PRP’s to share costs associated with a feasibility study and remedial investigation (“FS/ RI”) for the site, with the Company committing up to $325,000 toward the FS/ RI. This amount has been recorded in the Company’s financial statements. The FS/ RI is expected to be completed in 2005. The total cost of the Company’s share for site remediation cannot be determined at this time but based on current information, the Company does not expect that the costs associated with remediation will have a material adverse effect on its financial condition or results of operations.
Net income in 2002 was $22.1 million, or $.66 per share on a diluted basis compared with $24.6 million, or $.74 per share on a diluted basis, in 2001. Excluding goodwill amortization, net income for 2001 was $35.9 million, or $1.08 per share. Excluding the effects of severance and restructuring costs and inventory write-downs, net income in 2002 was $31.5 million, or $.94 per share, compared with $33.8 million, or $1.02 per share for 2001 ($45.0 million or $1.36 per share without goodwill amortization). Severance and restructuring costs and inventory write-downs on an after-tax basis totaled $9.4 million, or $.28 per share for 2002, and $9.2 million, or $.28 per share on a diluted basis for 2001.
In August 2001, the FASB issued Statement No. 143, “Accounting for Asset Retirement Obligations.” No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When a liability is initially recorded, the entity capitalizes a cost by increasing the carrying value of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. The Company is required to adopt No. 143 in fiscal 2003 and has not yet determined the impact of adoption on its consolidated financial position or results of operations.
In October 2001, the FASB issued Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” No. 144, which supersedes No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of”, provides a single accounting model for long-lived assets to be disposed of. Although retaining many of the fundamental recognition and measurement provisions of No. 121, this Statement significantly changes the criteria that would have to be met to classify an asset as held-for-sale. This distinction is important because assets held-for-sale are stated at the lower of their fair values or carrying amounts, and depreciation is no longer recognized. The Company is required to adopt No. 144 in fiscal 2003 and has not yet determined the impact of adoption on its consolidated financial position or results of operations.
In May 2002, the FASB issued Statement No. 145, “Rescission of Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” This Statement eliminates the requirement that gains and losses on the early extinguishment of debt be classified as extraordinary items. It also provides guidance with respect to the accounting for gains and losses on capital leases that were modified to become operating leases. The Company is required to adopt No. 145 in 2003, and there will be no impact as a result of the adoption.
In June 2002, the FASB issued Statement No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Examples of costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or disposal activity. No. 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002.
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Fiscal Years 2001 and 2000
Sales volume in the Company’s adhesive dispensing systems segment decreased 3 percent. Advanced technology segment volume was up 32 percent as a result of the EFD acquisition. Excluding EFD, sales volume for this segment was off 11 percent, primarily due to the global slowdown in the semiconductor and electronics industries. Coating and finishing systems sales volume was down 7 percent influenced by weak demand for powder engineered systems in the United States. It is estimated that the effect of pricing on total revenues was neutral relative to the prior year.
Nordson’s sales outside the United States accounted for 54 percent of total 2001 sales, compared with 55 percent for 2000. The addition of EFD resulted in volume gains in all of Nordson’s four geographic regions. Excluding EFD, volume decreased 7 percent in North America, 5 percent in Europe and 6 percent in the Pacific South region. The slowdown in advanced technology was felt across all of these regions. Sales volume rose 1 percent in Japan, aided by gains in the advanced technology segment.
Gross margins, before restructuring charges, expressed as a percentage of sales were 54.0 percent in 2001, compared with 55.1 percent in 2000. Unfavorable currency effects, a change in the mix of products sold, pricing pressures and higher indirect costs were partially offset by the higher margins reported by EFD.
Selling and administrative expenses, excluding goodwill amortization and severance and restructuring costs, were 41.8 percent of sales in 2001 and 40.8 percent in 2000. Spending for 2001 increased 1.2 percent. Excluding EFD, spending was down 5 percent with favorable currency translation effects accounting for more than one-half of the decline. Goodwill amortization increased as a result of the EFD acquisition.
During 2001, continuing activity related to the Company’s Action 2000 initiative resulted in the recognition of $14.0 million ($9.2 million on an after-tax basis, or $.28 per share) of non-recurring charges, consisting of severance and other costs associated with the combination of certain businesses. The amount related to inventory write-offs, $.7 million, is included in cost of sales.
Worldwide operating profits, expressed as a percentage of sales before the effects of non-recurring charges, were 10.1 percent in 2001, compared with 13.6 percent for 2000. Segment operating profit percentages in 2001 and 2000, excluding corporate expenses which are not allocated to segments, were as follows:
All segments were impacted by the global economic downturn. The addition of EFD had a positive effect on the profitability of the advanced technology segment.
Interest expense of $29.5 million increased $17.8 million over 2000, due to increased borrowing levels as a result of the EFD acquisition. Other income included a gain of $5.1 million on the sale of real estate. Nordson’s effective tax rate was 34.75 percent in 2001 compared with a rate of 34.50 percent in 2000.
Net income in 2001 was $24.6 million, or $.74 per share on a diluted basis compared with $54.6 million, or $1.67 per share on a diluted basis, in 2000. Excluding the effects of severance and restructuring costs, net income in 2001 was $33.8 million, or $1.02 per share, compared with $60.5 million, or $1.85 per share for 2000. Non-recurring charges on an after-tax basis totaled $9.2 million, or $.28 per share for 2001, and $5.9 million, or $.18 per share on a diluted basis for 2000.
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Liquidity, Capital Expenditures and Sources of Capital
Significant uses of cash included capital expenditures, dividends, and repayments of over $110 million of notes payable and long-term debt. Nordson concentrated the majority of its 2002 capital expenditures on information systems and lab equipment. Dividend payments to shareholders on a per-share basis increased 2 percent over 2001.
The following table summarizes the Company’s obligations as of November 3, 2002:
Nordson has various lines of credit with both domestic and foreign banks. At November 3, 2002, these lines totaled $309 million, of which $200 million was unused. Included in the total amount of $309 million is a $250 million facility with a group of banks that expires in 2006. The Company believes that the combination of present capital resources, internally generated funds, and unused financing sources are more than adequate to meet cash requirements for 2003. There are no significant restrictions limiting the transfer of funds from international subsidiaries to the parent Company.
The Company has an operating lease for office and manufacturing space with a partnership in which the Company is a partner. The lease contains an option to purchase the property at fair market value, and the Company intends to exercise the option in 2003. The amount of debt that would be assumed would be less than $11 million and is approximately equal to the current fair market value of the property.
Outlook
Effects of Foreign Currency
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In 2002 compared with 2001, the U.S. dollar was generally weaker against foreign currencies. If 2001 exchange rates had been in effect during 2002, sales would have been approximately $2.2 million lower and third-party costs would have been approximately $1.5 million lower. In 2001 compared with 2000, the U.S. dollar was generally stronger against foreign currencies. If 2000 exchange rates had been in effect during 2001, sales would have been approximately $25.4 million higher and third-party costs would have been approximately $15.5 million higher. These effects on reported sales do not include the impact of local price adjustments made in response to changes in currency exchange rates.
Item 7a. Quantitative and Qualitative Disclosures about Market Risk
The Company operates internationally and enters into transactions denominated in foreign currencies. Consequently, the Company is subject to market risk arising from exchange rate movements between the dates foreign currencies are recorded and the dates they are settled. Nordson regularly uses foreign exchange contracts to reduce its risks related to most of these transactions. These contracts, primarily Euro and Yen, usually have maturities of 90 days or less, and generally require the Company to exchange foreign currencies for U.S. dollars at maturity, at rates stated in the contracts. Gains and losses from changes in the market value of these contracts offset foreign exchange losses and gains, respectively, on the underlying transactions. The balance of transactions denominated in foreign currencies are designated as hedges of the Company’s net investments in foreign subsidiaries or are intercompany transactions of a long-term investment nature. As a result of the Company’s use of foreign exchange contracts on a routine basis to reduce the risks related to nearly all of the Company’s transactions denominated in foreign currencies as of November 3, 2002, the Company did not have a material foreign currency risk related to its derivatives or other financial instruments.
Note 10 to the financial statements contains additional information about the Company’s foreign currency transactions and the methods and assumptions used by the Company to record these transactions.
The Company finances a portion of its operations with short-term and long-term borrowings and is subject to market risk arising from changes in interest rates for most of its long-term debt.
The tables that follow present principal cash flows and related weighted-average interest rates by expected maturity dates of fixed-rate, long-term debt.
Expected maturity date November 3, 2002
Expected maturity date October 28, 2001
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Inflation
Trends
Safe Harbor Statements Under the Private Securities Litigation Reform Act of 1995
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Item 8. Financial Statements and Supplementary Data
Consolidated Statements of Income
Years ended November 3, 2002, October 28, 2001 and October 29, 2000
The accompanying notes are an integral part of the consolidated financial statements.
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Consolidated Balance Sheets
November 3, 2002 and October 28, 2001
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Consolidated Statement of Shareholders’ Equity
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Consolidated Statements of Cash Flows
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Notes to Consolidated Financial Statements
Note 1 — Significant Accounting Policies
Consolidation — The consolidated financial statements include the accounts of the Company and its majority-owned and controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Ownership interests of 20 percent or more in non-controlled affiliates are accounted for by the equity method. Other investments are recorded at cost.
Use of estimates — The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and notes. Actual amounts could differ from these estimates.
Fiscal year — The fiscal year for the Company’s domestic operations ends on the Sunday closest to October 31 and contained 53 weeks in 2002, and 52 weeks in 2001 and 2000. To facilitate reporting of consolidated accounts, the fiscal year for most of the Company’s international operations ends on September 30.
Revenue recognition — Most of the Company’s revenues are recognized upon shipment, provided that persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collectibility is reasonably assured, and title and risk of loss have passed to the customer. A limited number of the Company’s large engineered systems sales contracts are accounted for using the percentage-of-completion method. Accordingly, the amount of revenue recognized is based on the ratio of actual costs incurred to total estimated costs at completion. The remaining revenues are recognized upon delivery.
Shipping and handling costs — Shipping and handling costs are included in cost of sales.
Advertising costs — Advertising costs are expensed as incurred and amounted to $3,780,000 in 2002 ($5,421,000 in 2001 and $4,973,000 in 2000).
Research and development — Research and development costs are expensed as incurred and amounted to $26,554,000 in 2002 ($27,701,000 in 2001 and $27,222,000 in 2000).
Earnings per share — Basic earnings per share are computed based on the weighted-average number of common shares outstanding during each year, while diluted earnings per share are based on the weighted-average number of common shares and common share equivalents outstanding. Common share equivalents consist of shares issuable upon exercise of the Company’s stock options, computed using the treasury stock method, as well as nonvested stock and deferred stock-based compensation.
Cash and cash equivalents — Highly liquid instruments with a maturity of 90 days or less at date of purchase are considered to be cash equivalents. Cash and cash equivalents are carried at cost.
Marketable securities — Marketable securities consist primarily of municipal and other short-term notes with maturities greater than 90 days at date of purchase. At November 3, 2002, all contractual maturities were within one year. The Company’s marketable securities are classified as available for sale and recorded at quoted market prices which approximate cost.
Inventories — Inventories are valued at the lower of cost or market. Cost has been determined using the last-in, first-out (LIFO) method for 38 percent of consolidated inventories at November 3, 2002 (41 percent at October 28, 2001). The first-in, first-out (FIFO) method is used for all other inventories. Liquidations increased cost of sales by $573,000 in 2002. Consolidated inventories would have been $7,122,000 and $6,472,000 higher than reported at November 3, 2002 and October 28, 2001, respectively, had the Company used the FIFO method, which approximates current cost, for valuation of all inventories.
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Property, plant and equipment and depreciation —Property, plant and equipment are carried at cost. Additions and improvements that extend the lives of assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Plant and equipment are depreciated for financial reporting purposes using the straight-line method over the estimated useful lives of the assets or, in the case of property under capital leases, over the terms of the leases.
The Company capitalizes costs associated with the development and installation of internal use software in accordance with Statement of Position 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.” Accordingly, internal use software costs are expensed or capitalized depending on whether they are incurred in the preliminary project stage, application development stage, or the post-implementation stage. Amounts capitalized are amortized over the estimated useful lives of the software beginning with the project’s completion. All re-engineering costs are expensed as incurred. The Company capitalizes interest costs on significant capital projects.
Costs incurred in connection with the acquisition and installation of an enterprise management system are being depreciated over 10 years, including costs capitalized in 2000 and 2001.
Goodwill and intangible assets — As discussed in Notes 2 and 17, the Company adopted FASB Statements No. 141 and No. 142 at the beginning of 2002. Goodwill assets are no longer amortized but are subject to impairment testing. Prior to 2002, goodwill was amortized using the straight-line method over the periods of expected benefit, which ranged from five to 35 years. Other intangible assets, which consist primarily of core/developed technology, non-compete agreements and patent costs, continue to be amortized over their useful lives. At present, these lives range from five to 30 years.
Foreign currency translation — The financial statements of the Company’s subsidiaries outside the United States, except for those subsidiaries located in highly inflationary economies, are generally measured using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the rates of exchange at the balance sheet dates. Income and expense items are translated at average monthly rates of exchange. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of shareholders’ equity. Generally, gains and losses from foreign currency transactions, including forward contracts, of these subsidiaries and the United States parent are included in net income. Premiums and discounts on forward contracts are amortized over the lives of the contracts. Gains and losses from foreign currency transactions which hedge a net investment in a foreign subsidiary and from intercompany foreign currency transactions of a long-term investment nature are included in accumulated other comprehensive income (loss). For subsidiaries operating in highly inflationary economies, gains and losses from foreign currency transactions and translation adjustments are included in net income.
Comprehensive income — Accumulated other comprehensive loss at November 3, 2002 consisted of foreign currency translation adjustments of $10,147,000 and a minimum pension liability adjustment of $17,171,000. Accumulated other comprehensive loss at October 28, 2001 consisted of foreign currency translation adjustments of $13,686,000 and a minimum pension liability adjustment of $4,672,000.
Presentation — Certain 2001 and 2000 amounts have been reclassified to conform to 2002 presentation.
Note 2 — Accounting Changes
In 2001, the Company adopted Securities and Exchange Commission Staff Accounting Bulletin (SAB) No. 101, “Revenue Recognition in Financial Statements,” which summarizes the staff’s views regarding the application of generally accepted accounting principles to selected revenue recognition issues. This Bulletin did not have a material effect on the financial statements of the Company.
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In 2001, the Company adopted Financial Accounting Standards Board (FASB) Statement No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities”, which amended Statement No. 133, “Accounting and Reporting Standards for Derivative Instruments and Hedging Activities”. No. 133 requires an entity to measure all derivatives at fair value and to recognize them on the balance sheet as an asset or liability, depending on the entity’s rights or obligations under the applicable derivative contract. This Statement did not have a material effect on the financial statements of the Company.
In 2002, the Company adopted FASB Statements No. 141, “Business Combinations,” and No. 142, “Goodwill and Other Intangible Assets.” No. 141 requires that all business combinations be accounted for by the purchase method and that certain acquired intangible assets be recognized as assets apart from goodwill. No. 142 provides that goodwill should not be amortized but instead be tested for impairment annually at the reporting unit level. In accordance with No. 142, the Company completed a transitional goodwill impairment test that resulted in no impairment loss being recognized. In 2001, goodwill amortization was $15,446,000 ($11,243,000 on an after-tax basis, or $.34 per share). In 2000, goodwill amortization was $5,110,000 ($3,347,000 on an after-tax basis, or $.10 per share).
In October 2001, the FASB issued Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” No. 144, which supersedes No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” provides a single accounting model for long-lived assets to be disposed of. Although retaining many of the fundamental recognition and measurement provisions of No. 121, this Statement significantly changes the criteria that would have to be met to classify an asset as held-for-sale. This distinction is important because assets held-for-sale are stated at the lower of their fair values or carrying amounts, and depreciation is no longer recognized. The Company is required to adopt No. 144 in fiscal 2003 and has not yet determined the impact of adoption on its consolidated financial position or results of operations.
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Note 3 — Retirement, Pension and Other Postretirement Plans
Retirement plans — The parent company and certain subsidiaries have funded contributory retirement plans covering certain employees. The Company’s contributions are primarily determined by the terms of the plans subject to the limitation that they shall not exceed the amounts deductible for income tax purposes. The Company also sponsors unfunded contributory supplemental retirement plans for certain employees. Generally, benefits under these plans vest gradually over a period of approximately five years from date of employment, and are based on the employee’s contribution. The expense applicable to retirement plans for 2002, 2001 and 2000 was approximately $3,712,000, $4,254,000 and $3,326,000, respectively.
Pension and other postretirement plans — The Company has various pension plans that cover substantially all employees. Pension plan benefits are generally based on years of employment and, for salaried employees, the level of compensation. The Company contributes actuarially determined amounts to domestic plans to provide sufficient assets to meet future benefit payment requirements. The Company also sponsors an unfunded supplemental pension plan for certain employees. The Company’s international subsidiaries fund their pension plans according to local requirements.
The Company also has an unfunded postretirement benefit plan covering most of its domestic employees. Employees hired after January 1, 2002 are not eligible to participate in this plan. The plan provides medical and life insurance benefits. The plan is contributory, with retiree contributions adjusted annually, and contains other cost-sharing features such as deductibles and coinsurance.
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A reconciliation of the benefit obligations, plan assets, accrued benefit cost and the amount recognized in financial statements for these plans is as follows:
The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets were $127,272,000, $117,793,000 and $65,844,000, respectively as of November 3, 2002, and $104,170,000, $93,565,000 and $66,761,000, as of October 28, 2001.
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Net pension and other postretirement benefit costs include the following components:
For pensions, the actuarial value of projected benefit obligations at the end of 2002 and 2001 was determined using a weighted-average discount rate of 6.5 and 6.9 percent, respectively, and a rate of increase in future compensation levels of 3.7 and 5.2 percent, respectively. Plan assets consist primarily of stocks and bonds. The expected long-term rate of return on plan assets was 8.6 percent for 2002 and 9.5 percent for 2001.
For other postretirement benefits, the discount rate used in determining the accumulated postretirement benefit obligation at the end of 2002 and 2001 was 6.75 percent and 7.25 percent, respectively. The annual rate of increase in the per capita cost of covered benefits (the health care cost trend rate) was assumed to be 8.5 percent in 2003, decreasing gradually to 5.0 percent in 2008.
The health care cost trend rate assumption has a significant effect on the amounts reported. For example, a one percentage point change in the assumed health care cost trend rate would have the following effects:
Note 4 — Income Taxes
Income tax expense includes the following:
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The reconciliation of the United States statutory federal income tax rate to the worldwide consolidated effective tax rate follows:
Earnings before income taxes of international operations were $27,038,000, $25,699,000 and $32,580,000 in 2002, 2001 and 2000, respectively. Deferred income taxes are not provided on undistributed earnings of international subsidiaries which are intended to be permanently invested in those operations. These undistributed earnings aggregated approximately $57,491,000 and $51,426,000 at November 3, 2002 and October 28, 2001, respectively. Should these earnings be distributed, applicable foreign tax credits would substantially offset U.S. taxes due upon the distribution. Significant components of the Company’s deferred tax assets and liabilities are as follows:
At November 3, 2002, the Company had $7,617,000 of foreign tax credit carryforwards that will expire in years 2003 through 2007, and $632,000 of general business tax credit carryforwards that will expire in 2022. At November 3, 2002 and October 28, 2001, the Company had $1,790,000 and $900,000, respectively, of unused alternative minimum tax credit carryforwards that do not expire. A $7,617,000 valuation allowance relates to foreign tax credits that may expire before being used.
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Note 5 — Incentive Compensation Plans
The Company has two incentive compensation plans for executive officers. The Compensation Committee of the Board of Directors, composed of independent directors, approves participants in the plans and payments under the plans.
The annual cash bonus plan awards are based upon corporate and individual performance and are calculated as a percentage of base salary for each executive officer. In making awards under the bonus plan for any particular year, the Committee may, however, choose to modify targets, change payment levels or otherwise exercise discretion to reflect the external economic environment and individual or Company performance. Compensation expense attributable to this plan was $1,100,000 in 2002, $242,000 in 2001, and $1,870,000 in 2000.
Under the long-term incentive compensation plan, officers receive cash awards based solely on corporate performance targets over three-year performance periods. Cash awards vary if predetermined threshold, target and maximum performance levels are achieved at the end of a performance period. No payout will occur unless the Company achieves certain threshold performance objectives. The Committee may, however, choose to modify targets, change payment levels or otherwise exercise discretion to reflect the external economic environment and individual or Company performance. Compensation expense attributable to this plan was $1,406,000 in 2002, and zero in 2001 and 2000.
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Note 6 — Details of Balance Sheet
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Note 7 — Leases
The Company has lease commitments expiring at various dates, principally for manufacturing, warehouse and office space, automobiles and office equipment. Many leases contain renewal options and some contain purchase options.
The Company has an operating lease for office and manufacturing space owned by a partnership in which the Company is a partner. The lease ends in 2010 and contains a renewal option and an annual option to purchase the property at fair market value. Future annual minimum lease payments range from $777,000 to $1,009,000 and approximate market rates.
Rent expense for all operating leases was approximately $10,611,000 in 2002, $10,697,000 in 2001, and $10,776,000 in 2000.
Assets held under capitalized leases and included in property, plant and equipment are as follows:
At November 3, 2002, future minimum lease payments under non-cancelable capitalized and operating leases are as follows:
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Note 8 — Notes Payable
Bank lines of credit and notes payable are summarized as follows:
Included in the domestic available amount above is a revolving credit agreement with a group of banks that began in 2001. At the end of 2001 the facility consisted of two parts: a $100 million, 364-day facility that could be extended for one year and a $250 million, five-year facility. The $100 million facility expired in 2002. Payment of commitment fees is required. Other lines of credit obtained by the Company can generally be withdrawn at the option of the banks and do not require material compensating balances or commitment fees. At the end of 2001, other notes payable included promissory notes issued in connection with a business acquisition.
Note 9 — Long-term debt
The long-term debt of the Company is as follows:
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Senior note, due 2007 — This note is payable in one installment and bears interest at a fixed rate of 6.78 percent.
Senior notes, due 2006-2011 — These notes with a group of insurance companies have a weighted-average, fixed-interest rate of 7.02 percent and had an original weighted-average life of 6.5 years at the time of issuance in 2001.
Five-year term notes — These notes are payable in five annual installments of $8,000,000 beginning on October 31, 2001 with interest payable quarterly. The interest rate, which can be adjusted based on the Company’s performance, was 8.02 percent at November 3, 2002.
Industrial revenue bonds — Gwinnett County, Georgia — These bonds were issued in connection with the acquisition and renovation of the Norcross Manufacturing Facility in Gwinnett County, Georgia. These bonds are due in annual installments of $600,000 through 2009, with interest payable quarterly. The tax-free interest rate varies weekly and was 1.94 percent at November 3, 2002. The bonds are secured by a $4,407,000 standby letter of credit.
Leasehold improvements financing note — This note partially funded the leasehold improvements for a sales and demonstration facility in Japan built in 1996. The principal balance is Japanese ¥200 million and is payable in one installment in 2006. Interest, payable at a fixed rate of 3.10 percent, was converted to a variable rate through an interest rate swap. The variable rate is reset semi-annually, and at November 3, 2002 the Company’s effective borrowing rate was negative .28 percent.
Annual maturities — The annual maturities of long-term debt for the five fiscal years subsequent to November 3, 2002 are as follows: $8,600,000 in 2003; $8,600,000 in 2004; $12,890,000 in 2005; $46,604,000 in 2006; and $54,890,000 in 2007.
Guarantees — At November 3, 2002 the Company had issued $4,749,000 of guarantees to support the term-borrowing facilities of an unconsolidated affiliate. No guarantees were issued at October 28, 2001, however, subsequent to year-end, the Company issued $4,318,000 of similar guarantees.
Note 10 — Financial Instruments
The Company enters into foreign currency forward contracts, which are derivative financial instruments, to reduce the risk of foreign currency exposures resulting from the collection of intercompany receivables, payables and loans denominated in foreign currencies. The maturities of these contracts are usually less than 90 days. Forward contracts are marked to market each accounting period, and the resulting gains or losses are included in other income (expense) in the Consolidated Statement of Income. Gains of $130,000, $146,000 and $248,000 were recognized from changes in fair value of these contracts for the years ended November 3, 2002, October 28, 2001 and October 29, 2000.
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At November 3, 2002 the Company had outstanding forward exchange contracts that mature at various dates through December 2002. The following table summarizes, by currency, the Company’s forward exchange contracts at November 3, 2002 and October 28, 2001:
The Company also uses foreign denominated fixed-rate debt and intercompany foreign currency transactions of a long-term investment nature to hedge the value of its investment in its wholly owned subsidiaries. For hedges of the net investment in foreign operations, realized and unrealized gains and losses are shown in the cumulative translation adjustment account included in total comprehensive income. For the years ended November 3, 2002 and October 28, 2001, a net loss of $308,000 and a net gain of $1,914,000, respectively, were included in the cumulative translation adjustment account related to foreign denominated fixed-rate debt designated as a hedge of net investment in foreign operations.
The Company has an interest-rate swap that it has designated as a fair-value hedge. This derivative qualified for the short-cut method. The swap is recorded with a fair market value of $71,000 in other assets in the November 3, 2002 Consolidated Balance Sheet and $204,000 in the October 28, 2001 Consolidated Balance Sheet.
The Company is exposed to credit-related losses in the event of non-performance by counterparties to financial instruments. The Company uses major banks throughout the world for cash deposits, forward exchange contracts and interest rate swaps. The Company’s customers represent a wide variety of industries and geographic regions. As of November 3, 2002, there were no significant concentrations of credit risk. The Company does not use financial instruments for trading or speculative purposes.
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The carrying amounts and fair values of the Company’s financial instruments, other than receivables and accounts payable, are as follows:
The following methods and assumptions were used by the Company in estimating the fair value of financial instruments:
Note 11 — Capital Shares
Preferred — The Company has authorized 10,000,000 Series A convertible preferred shares without par value. No preferred shares were outstanding in 2002, 2001, or 2000.
Common — On August 1, 2000, the Board of Directors declared a 2-for-1 stock split on the Company’s common stock, paid in the form of a 100 percent stock dividend on September 12, 2000, for all shares outstanding on August 25, 2000. Accordingly, all per-share amounts, common stock and common stock equivalents outstanding used in the calculation of per-share amounts and stock option information have been adjusted retroactively to reflect the stock split.
The Company has 80,000,000 authorized common shares without par value. In March 1992, the shareholders adopted an amendment to the Company’s articles of incorporation which, when filed with the State of Ohio, would increase the number of authorized common shares to 160,000,000. At November 3, 2002 and October 28, 2001, there were 49,011,000 common shares issued. At November 3, 2002 and October 28, 2001, the number of outstanding common shares, net of treasury shares, was 33,614,000 and 33,138,000, respectively. Treasury shares are reissued using the first-in, first-out method.
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Note 12 — Company Stock Plans
Long-term performance plan — The Company’s long-term performance plan, adopted in 1993, provides for the granting of stock options, stock appreciation rights, restricted stock, stock purchase rights, stock equivalent units, cash awards, and other stock or performance-based incentives. The number of common shares available for grant of awards is 3.0 percent of the number of common shares outstanding as of the first day of each fiscal year, plus up to an additional 0.5 percent, consisting of shares available, but not granted, in prior years. At the beginning of fiscal 2003, there were 1,176,000 shares available for grant in 2003.
Stock options — The Company may grant non-qualified or incentive stock options to employees and directors of the Company. Generally, the options may be exercised beginning one year from the date of grant at a rate not exceeding 25 percent per year, and the options expire 10 years from the date of grant. Vesting accelerates upon the occurrence of events which involve or may result in a change of control of the Company.
The Company uses the intrinsic value method to account for employee stock options. No compensation expense has been recognized because the exercise price of the Company’s stock options equals the market price of the underlying common shares on the date of grant. Tax benefits arising from the exercise of non-qualified stock options are recognized when realized and credited to capital in excess of stated value.
Summarized transactions are as follows:
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Summarized information on currently outstanding options follows:
Pro forma information regarding net income and earnings per share has been determined as if the Company had accounted for employee stock options granted since 1996 under the fair value method. Under this method, the estimated fair value of the options is amortized to expense over the options’ vesting period. The fair value for these options was estimated at the date of grant using a Black-Scholes option-pricing model.
Pro forma and weighted-average assumption information follows:
The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.
Stock appreciation rights — The Company may grant stock appreciation rights to employees. A stock appreciation right provides for a payment equal to the excess of the fair market value of a common share when the right is exercised, over its value when the right was granted. There were no stock appreciation rights outstanding during 2002, 2001, and 2000.
Limited stock appreciation rights that become exercisable upon the occurrence of events that involve or may result in a change of control of the Company have been granted with respect to 6,021,000 shares.
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Restricted stock — The Company may grant restricted stock to employees. These shares may not be disposed of for a designated period of time defined at the date of grant and are to be returned to the Company if the recipient’s employment terminates during the restriction period. As shares are issued, deferred stock-based compensation equivalent to the market value on the date of grant is charged to shareholders’ equity and subsequently amortized over the restriction period. Tax benefits arising from the lapse of restrictions on the stock are recognized when realized and credited to capital in excess of stated value. In 2002, there were 4,488 restricted shares granted at a weighted average fair value of $24.17 per share (11,850 and $27.60 in 2001 and 26,812 and $22.19 in 2000). Net amortization was $294,000 in 2002 ($316,000 in 2001 and $354,000 in 2000).
Employee stock purchase rights — The Company may grant stock purchase rights to employees. These rights permit eligible employees to purchase a limited number of common shares at a discount from fair market value. No stock purchase rights were outstanding during 2002, 2001 and 2000.
Employee Stock Ownership Plan — The Company sponsored an Employee Stock Ownership Plan (ESOP) covering all domestic employees. Company contributions were discretionary and funded annually by a combination of cash and shares of the Company’s common stock. Allocations to the participants’ accounts were made on December 31 on the basis of their compensation for the year. Each participant vested in his account at a rate of 20 percent per year from date of employment. Distribution of a participant’s account occurs at retirement, death, or termination of employment.
The ESOP was merged into the Company’s domestic retirement plan in fiscal year 2000. ESOP compensation expense was $167,000 in the first two months of 2000. Contributions to the plan were $1,167,000 in 2000.
Shareholder rights plan — In August 1988, the Board of Directors declared a dividend of one common share purchase right for each common share outstanding on September 9, 1988. Rights are also distributed with common shares issued by the Company after that date. The rights may only be exercised if a party acquires 15 percent or more of the Company’s common shares. The exercise price of each right is $87.50 per share. The rights trade with the shares until the rights become exercisable, unless the Board of Directors sets an earlier date for the distribution of separate right certificates.
If a party acquires at least 15 percent of the Company’s common shares (a “flip-in” event), each right then becomes the right to purchase two common shares of the Company for $.50 per share.
The rights may be redeemed by the Company at a price of $.005 per right at any time prior to a “flip-in” event, or expiration of the rights on October 31, 2007.
Shares reserved for future issuance — At November 3, 2002, there were 86,146,000 shares reserved for future issuance through the exercise of outstanding options or rights, including 79,840,000 shares under the shareholder rights plan.
Note 13 — Severance and Restructuring Costs and Inventory Write-Downs
In light of difficult economic conditions during 2002, and initiatives to rationalize the value of its investment in inventory that were completed in the fourth quarter, the Company recognized a fourth quarter inventory write-down of $11.4 million ($7.6 million on an after-tax basis, or $.23 per share). This amount was recorded in cost of sales. Also, during 2002, the Company recognized severance and restructuring costs of $2.7 million ($1.8 million on an after-tax basis, or $.05 per share). Of this amount, $2.5 million related to workforce reduction actions involving approximately 130 people. This amount was recorded below selling and administrative expenses in the Consolidated Statement of Income. The remaining amount of $.2 million related to the combination of two of the Company’s businesses and was included in cost of sales. Of the total amount, $.7 million was unpaid at November 3, 2002. Total severance, restructuring and inventory write-down costs in 2002 were $14.1 million ($9.4 million on an after-tax basis, or $.28 per share).
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During 2001, the Company recognized severance and restructuring costs of $14.0 million ($9.2 million on an after-tax basis, or $.28 per share). Of this amount, $13.3 million related to workforce reduction actions including reductions of approximately 400 people. This amount was recorded below selling and administrative expenses in the Consolidated Statement of Income. The remaining amount of $.7 million related to inventory write-offs associated with the combination of certain businesses was included in cost of sales. Of the total amount, $7.6 million was unpaid at October 28, 2001, and $1.0 million was unpaid at November 3, 2002.
During 2000, the Company recognized severance costs of $9.0 million ($5.9 million on an after-tax basis or $.18 per share). Of this amount, $7.5 million was paid in 2000, and the remainder was paid in 2001. The charges were recorded below selling and administrative expenses in the Consolidated Statement of Income.
Note 14 — Acquisitions
Business acquisitions have been accounted for as purchases, with the acquired assets and liabilities recorded at their estimated fair value at the dates of acquisition. The cost in excess of the net assets of the business acquired is included in goodwill. Operating results of acquisitions are included in the Consolidated Statement of Income from the respective dates of acquisition.
In February 2002 the Company acquired a distributor of EFD, Inc. equipment for $1,223,000. Assuming this acquisition had taken place at the beginning of 2000, pro forma results would not have been materially different.
On October 30, 2000, the Company completed the acquisition of EFD, Inc., a privately held East Providence, Rhode Island-based manufacturer of precision, low-pressure, industrial dispensing valves and components. The cost of this acquisition was $281,183,000, with the majority of the purchase financed with short-term credit facilities. Internally generated cash flow of the Company and EFD, Inc. are being used to pay down this debt. The acquisition was accounted for using the purchase method of accounting. EFD, Inc. is now a wholly-owned subsidiary of the Company.
The following unaudited pro forma data summarize the fiscal 2000 results of operations of the Company and EFD, Inc. as if the acquisition had occurred at the beginning that year.
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Note 15 — Supplemental Information for the Statement of Cash Flows
Note 16 — Operating Segments and Geographic Area Data
The Company conducts business across three primary businesses: adhesive dispensing and nonwoven fiber, coating and finishing, and advanced technology. The composition of segments and measure of segment profitability is consistent with that used by the Company’s management. The primary measurement focus is operating profit, which equals sales less operating costs and expenses. Segment operating profit excludes severance and restructuring charges, inventory write-downs, goodwill amortization, general corporate expenses, interest income (expense), investment income (net) and other income (expense). These items are not presented by segment, since they are excluded from the measure of segment profitability reviewed by the Company’s chief operating decision maker. The accounting policies of the segments are generally the same as those described in Note 1, Significant Accounting Policies.
Nordson products are used in a diverse range of industries, including appliance, automotive, bookbinding, circuit board assembly, electronics, food and beverage, furniture, medical, metal finishing, nonwoven products, packaging, semiconductor and telecommunications. Nordson sells its products primarily through a direct, geographically dispersed sales force.
No single customer accounted for more than 5 percent of the Company’s sales in 2002, 2001, or 2000.
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The following table presents information about Nordson’s reportable segments:
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The Company has significant sales and long-lived assets in the following geographic areas:
A reconciliation of total segment operating income to total consolidated income before income taxes is as follows:
A reconciliation of total assets for reportable segments to total consolidated assets is as follows:
Note 17 — Goodwill and Other Intangible Assets
In 2002, the Company adopted FASB Statements No. 141, “Business Combinations,” and No. 142, “Goodwill and Other Intangible Assets.” No. 141 requires that all business combinations be accounted for by the purchase method and that certain acquired intangible assets be recognized as assets apart from goodwill. No. 142 provides that goodwill should not be amortized but instead be tested for impairment annually at the reporting unit level. In accordance with No. 142, the Company completed a transitional goodwill impairment test that resulted in no impairment loss being recognized. Goodwill is tested for impairment on an annual basis and more often if indications of impairment exist. Estimates of future cash flows, discount rates and terminal value amounts are used to determine the estimated fair value of the reporting units. The results of the Company’s analyses indicated that no reduction of goodwill is required.
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Goodwill amortization expense for 2001 was $15,446,000 ($11,243,000 after-tax, or $.34 per share). Goodwill amortization expense for 2000 was $5,110,000 ($3,347,000 after-tax, or $.10 per share).
The following table reflects the consolidated results adjusted as though the adoption of No. 142 occurred as of the beginning of fiscal 2000:
Changes in the carrying amount of goodwill for 2002 by operating segment are as follows:
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Information regarding the Company’s intangible assets subject to amortization is as follows:
At November 3, 2002, $2,461,000 of intangible assets related to a minimum pension liability for the Company’s pension plans were not subject to amortization. The amount at October 28, 2001 was $2,000,000.
Amortization expense for 2002 and 2001 was $1,201,000 and $1,184,000, respectively. Estimated amortization expense for each of the five succeeding fiscal years is as follows:
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Note 18 — Quarterly financial data (unaudited)
Domestic operations report results using four 13-week quarters, except for the fourth quarter of 2002, which contained 14 weeks. International subsidiaries report results using calendar quarters. The sum of the per-share amounts for the four quarters of 2002 and 2001 do not equal the annual per-share amounts as a result of the timing of treasury stock purchases and the effect of stock options granted by the Company.
During 2002, the Company recognized severance and restructuring pre-tax charges of $1,005,000 in the second quarter ($673,000 after-tax), $736,000 in the third quarter ($493,000 after-tax) and $949,000 in the fourth quarter ($636,000 after-tax). During the fourth quarter the Company recognized a pre-tax charge of $11,388,000 ($7,630,000 after-tax) related to inventory write-downs.
During 2001, the Company recognized severance and restructuring pre-tax charges of $126,000 in the first quarter ($81,000 after-tax), $1,323,000 in the second quarter ($877,000 after-tax), $765,000 in the third quarter ($499,000 after-tax) and $11,830,000 in the fourth quarter ($7,719,000 after-tax).
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Report of Independent Auditors
To the Board of Directors and Shareholders of Nordson Corporation
We have audited the accompanying consolidated balance sheets of Nordson Corporation as of November 3, 2002 and October 28, 2001, and the related consolidated statements of income, shareholders’ equity and cash flows for each of the three years in the period ended November 3, 2002. These financial statements are the responsibility of the Company’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 generally accepted in the 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 consolidated financial position of Nordson Corporation at November 3, 2002 and October 28, 2001, and the consolidated results of its operations and its cash flows for each of the three years in the period ended November 3, 2002 in conformity with accounting principles generally accepted in the United States.
As discussed in Note 2 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 142 in fiscal 2002.
/s/ Ernst & Young LLP
PART III
The Company incorporates herein by reference the information appearing under the captions “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” of the Company’s fiscal 2002 definitive Proxy Statement.
Executive officers of the Company serve for a term of one year from date of election to the next organizational meeting of the Board of Directors and until their respective successors are elected and qualified, except in the case of death, resignation or removal.
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The executive officers of the Company as of December 31, 2002 were as follows:
The Company incorporates herein by reference the information appearing under the caption “Compensation of Directors”, and information pertaining to compensation of executive officers appearing under the captions “Summary Compensation Table,” “Option/ SAR Grants in Last Fiscal Year,” “Long-Term Incentive Compensation,” “Aggregated Option/ SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/ SAR,” “Salaried Employees’ Pension Plan,” and “Excess Defined Benefit Pension Plan and Excess Defined Contribution Retirement Plan” in the Company’s fiscal 2002 definitive Proxy Statement.
The Company incorporates herein by reference the information appearing under the caption “Ownership of Nordson Common Shares” in the Company’s fiscal 2002 definitive Proxy Statement. The Equity Compensation Table is included under Item 5.
The Company incorporates herein by reference the information appearing under the caption “Agreements with Officers and Directors” in the Company’s fiscal 2002 definitive Proxy Statement.
William D. Ginn, a director of the Company, is Of Counsel to Thompson Hine LLP, a law firm that has in the past provided and continues to provide legal services to the Company.
Dr. Ignat is the nephew of Mr. Eric T. Nord. Both are directors of the Company.
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Item 14. Controls and Procedures
Within 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the President and Chief Executive Officer along with the Executive Vice President, Chief Financial Officer and Administrative Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to the Exchange Act Rule 13a-14. Based upon that evaluation, the Company’s President and Chief Executive Officer and the Executive Vice President, Chief Financial Officer and Administrative Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in periodic SEC filings. There have been no significant changes in the Company’s internal controls or in other factors that would significantly affect internal controls subsequent to the date the evaluation was carried out.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1). Financial Statements
(a) (2) and (d). Financial Statement Schedules
(a) (3) and (c). Exhibits
(b). Reports on Form 8-K
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Signatures
Pursuant to the requirements of Section 13 or 15(d) 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: January 22, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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Certification
I, Edward P. Campbell, certify that:
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I, Peter S. Hellman, certify that:
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