1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934 [FEE REQUIRED]
for the fiscal year ended October 31, 1993
----------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
for the transition period from __________ to __________
Commission file number 0-7977
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NORDSON CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 34-0590250
- ------------------------------- --------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
28601 Clemens Road, Westlake, Ohio 44145 (216) 892-1580
- ----------------------------------------- --------------------
(Address of principal executive offices) (Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
None
----
Securities registered pursuant to Section 12(g) of the Act:
Common Shares with no par value
-------------------------------
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. X
---
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. Yes X No _____
---
State the aggregate market value of the voting stock held by nonaffiliates
of the Registrant. The aggregate market value shall be computed by reference
to the price at which the stock was sold, or the average bid and asked prices
of such stock, as of a specified date within 60 days prior to the date of
filing. $741,449,000 as of December 31, 1993
------------------------------------
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.
18,712,497 Common Shares as of December 31, 1993
- ------------------------------------------------
Documents incorporated by reference: list the following documents if
incorporated by reference and the part of the Form 10-K into which the
document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) under the Securities Act of 1933.
Portions of the 1993 Annual Report - Parts I, II and IV
-------------------------------------------------------
Portions of the Proxy Statement for the 1994 Annual Meeting - Part III
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PART I
Item 1. Business.
GENERAL DEVELOPMENT OF BUSINESS
General Description of Business
Nordson Corporation (the "Company") was formed in 1954. The
Company engineers, manufactures and markets sophisticated systems that
apply liquid and powder coatings, sealants and adhesives to consumer and
industrial products during manufacturing processes. In the foreseeable
future, the Company expects to continue to operate primarily within the
industrial application systems business.
Corporate Purpose
The Company strives to be a vital, self-renewing, worldwide
organization which, within the framework of ethical behavior and enlightened
citizenship, grows and produces wealth for its customers, employees,
shareholders and communities.
Overall Strategy
The Company offers its customers a Package of Values(TM) which
includes carefully engineered, durable products, strong service support,
the backing of a well-established worldwide company with financial and
technical strengths, and a commitment to deliver what was promised. These
features provide genuine customer satisfaction, the foundation of continued
growth.
Growth is achieved by seizing opportunities to sell existing
products into new markets, developing new products and investing in
systems to maximize productivity. This strategy is augmented through
engineering, research and development, product-line additions, and business
acquisitions that can serve multi-national industrial markets.
Complementing the Company's business strategy is the objective to
provide opportunities for employee self-fulfillment, growth, security,
recognition and equitable compensation.
Finally, the Company is committed to contributing an average of 5
percent of domestic pretax earnings to human services, health, education and
other charitable activities, particularly in communities where the Company has
major facilities.
Share Repurchase Program
The share repurchase program, which commenced in 1984, continued
through 1993. The primary purpose of this program is to provide shares for
the Company's Long-Term Performance Plan which 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. During fiscal 1993, the Company repurchased
299,149 common shares and issued 272,873 common shares from treasury under
company stock and employee benefit programs.
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FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENT,
FOREIGN AND DOMESTIC OPERATIONS, AND EXPORT SALES
Pursuant to the Financial Accounting Standards Board Statement
No. 14, "Financial Reporting for Segments of a Business Enterprise", the
Company has reported in Note 12 of Notes to Consolidated Financial Statements
on pages 34 and 35 of the 1993 Annual Report, incorporated herein by
reference thereto, information about the Company's single industry segment
and its foreign and domestic operations. Export sales amounted to
$109,371,000, $104,646,000, and $103,947,000 in 1993, 1992, and 1991,
respectively.
NARRATIVE DESCRIPTION OF BUSINESS
Principal Products, Markets, and Methods of Distribution
The Company offers a full range of industrial equipment to apply
liquid and powder coatings, thermo-plastic adhesives and sealants, as
well as special "performance compounds" and other technology-oriented
materials. Equipment ranges from low-volume, manually-operated systems to
sophisticated programmable automated systems. The following presents the
Company's various products and their uses, arranged by the markets which they
serve:
Packaging - Automated adhesive dispensing systems for sealing
corrugated cases and paperboard cartons and stabilizing pallets in the
food, beverage, agriculture, cosmetics, and pharmaceuticals industries.
Product Assembly - Adhesive and sealant dispensing systems for
bonding or sealing plastic, metal and wood products in the appliance,
automotive, book binding, building/construction, cosmetics, electronics,
furniture, and telecommunications industries.
Nonwovens - Automated equipment for applying adhesives,
superabsorbent powders, liquids and fibers to assemble baby diapers,
feminine hygiene products, adult incontinence products, and bedpads.
Converting - Coating and laminating systems for applying hot melt
adhesives onto continuous webs such as paper and film label stocks, board
stocks, surgical drapes, fabrics, interlinings, and automotive textiles.
Advanced Gasketing - Automated equipment for dispensing foamed
adhesives and sealants to make form-in-place gaskets for automotive
components, appliances and electrical enclosures.
Powder Coating - Electrostatic spray equipment for applying powder
paints and coatings to appliances, automotive components, metal office
furniture/storage shelving, electrical transformers, and recreational
equipment.
Liquid Finishing - Electrostatic spray systems for applying liquid
paints and coatings to plastic, metal and wood products such as automotive
components, furniture, kitchen and bath cabinets, doors and frames, and pipes
and tubing.
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Automotive - Liquid and powder finishing systems for spraying
powder primers and anti-chip coatings to automobile body panels and applying
basecoats and clearcoats; adhesive and sealant dispensing systems for bonding
and sealing glass and interior seams.
Container Coating - Automated equipment for applying liquid and
powder coatings to the interiors and ends of metal containers in the food
and beverage industries.
Electronics - Automated conformal coating equipment for applying
protective materials to printed circuit boards and electronic assemblies
in the appliance, automotive, avionics, defense, electrical/electronics,
and telecommunications industries.
The Company markets its products in the United States and forty-nine
other countries, primarily through a direct sales force, and in nine
countries through qualified distributors. With approximately sixty percent of
the Company's business attributable to international sales, the Company has
built a worldwide reputation for its creativity and expertise in the
design and engineering of high-technology application equipment which meets
the specific needs of its customers.
Manufacturing and Raw Materials
The manufacturing operations of the Company consist of
machining and finishing specially designed parts and assembling components
into finished equipment. Many of the components are manufactured in standard
modules, to permit one component to be used interchangeably in more than one
product and to permit the ready assembly of components in different
combinations for a variety of equipment models. Manufacturing
operations are located in Amherst, Ohio; Elyria, Ohio; Norcross, Georgia;
Sand City, California; Luneberg, Germany and Stenungsund, Sweden.
The principal raw materials used in the manufacture of the
Company's products include metals and plastics in the form of sheets, bar
stock, castings, forgings and tubing. The Company also purchases many
electrical and electronic components, fabricated and semi-fabricated metal
parts, high-pressure fluid hoses, packings, seals and other items.
The Company's policy is to select suppliers based on the competitive
value offered in terms of total cost and quality. Substantially all of its
materials are available through multiple sources.
The Company maintains an extensive quality control program for
all its equipment and machinery. This program is supervised by the Company's
Vice President, Manufacturing.
Because of varying degrees of availability of natural gas and other
fuels, the Company has developed standby capacity to utilize other energy
sources as an alternative. No material adverse effect on its business
has resulted or is anticipated to result from energy shortages.
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Patents and Trademarks
The Company follows the practice of maintaining trademark and patent
protection both domestically and internationally. No aspect of the Company's
business is materially dependent upon any one or more of the patents or on
patent protection in general.
Seasonal Variation in Business
There is no significant seasonal variation in the Company's business.
Working Capital Practices
The Company has no special or unusual practices affecting working
capital items. However, for customized equipment and systems, the Company
generally requires substantial advance payments as deposits and, in certain
cases, progress payments during the manufacturing process. A significant
part of the Company's Package of Values(TM) is service, including service in
the form of a very high level of product availability at the time of order
entry, which requires a relatively high investment in inventory.
Customers
The Company has a large number of customers representing a wide
variety of industries and geographic regions. The loss of a single or a few
customers would not have a materially adverse effect on the Company's
business. No single customer accounted for 5 percent or more of sales in the
year ended October 31, 1993.
Backlog
The Company's backlog of orders has increased to $43,213,000 at
October 31, 1993 as compared to $40,751,000 at November 1, 1992. All
orders included in the October 1993 backlog are expected to be shipped to
customers in fiscal 1994.
Government Contracts
The Company's business does not include, and does not depend
upon, a significant amount of governmental contracts or sub-contracts.
Therefore, no material part of the Company's business is subject to
renegotiation or termination at the option of the government.
Competitive Conditions
The Company maintains competitive advantage through leadership in the
areas of product innovation, quality, delivery and performance as well as
customer service. Although material applications vary, all Nordson systems
provide one or more customer benefits in terms of: ease of application;
increased productivity; labor, material and energy savings; reduced space
requirements; improved plant environmental conditions; greater operating
efficiencies; lower maintenance costs; and stronger, more attractive
products.
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The industrial application systems business is highly
competitive. The Company's equipment is sold in competition with a wide
variety of alternative bonding, sealing, caulking, assembly, finishing
and coating techniques. Any production process involving the application
of a material to a substrate or surface represents a potential use of the
Company's equipment. The Company is a leading producer of powder coating
systems as well as equipment for applying hot melt adhesives. The
Company depends upon the quality and features of its equipment and its
marketing techniques to maintain its market position.
Research and Development
The Company places strong emphasis on the development of new
products and improvement of existing products through its own research
staff. The Company's expenditures for research and development were
approximately $19,655,000 in fiscal 1993 as compared to approximately
$18,431,000 in fiscal 1992 and $17,999,000 in fiscal 1991, and as a
percentage of net sales were approximately 4.3 percent for fiscal 1993, 4.3
percent for fiscal 1992 and 4.6 percent for fiscal 1992.
Environmental Compliance
Compliance by the Company with federal, state and local
environmental protection laws during fiscal 1993 had no material effect on
capital expenditures, earnings or the competitive position of the
Company. No material effect is anticipated for fiscal 1994.
Employees
As of October 31, 1993, the Company has approximately 3,102
employees, which includes each person employed on a full-time basis as one
unit and all part- time personnel (the number of which is not material) stated
in equivalent units.
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Item 2. Properties.
The following table summarizes the principal properties of the
Company.
Description Approximate
Location of Property Square Feet
- -------- ----------- -----------
Amherst, Ohio A manufacturing, laboratory 474,000
and office complex located
on 52 acres of land
Westlake, Ohio An office and laboratory 65,000
building located on 25 acres
of land
Elyria, Ohio A manufacturing and warehouse 20,000
building
Duluth, Georgia An office and laboratory 91,000
building (leased)
Norcross, Georgia A manufacturing, laboratory 112,000
and office building located
on 10 acres of land
A manufacturing and office 27,000
building (leased)
Sand City, Five manufacturing, laboratory 27,000
California and office buildings (leased)
Albertslund, An office and warehouse 16,000
Denmark building
Luneberg, A manufacturing, laboratory 120,000
Germany and office complex
Stenungsund, A manufacturing and office 13,000
Sweden building
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 twenty-five 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 13 of Notes to Consolidated Financial Statements on page 36 of the 1993
Annual Report, incorporated herein by reference thereto.
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Item 3. Legal Proceedings.
The Company is involved in legal proceedings incidental to its
business, none of which is material to the results of operations in the opinion
of management.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
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Executive Officers of the Company.
The executive officers of the Company as of December 31, 1993 were as
follows:
Name Position
- ---- --------
Eric T. Nord Chairman of the Board
William P. Madar President and Chief Executive Officer
Werner Bohm Vice President
Drexel R. Bunch Vice President, Manufacturing
Edward P. Campbell Vice President
Bruce H. Fields Vice President, Human Resources
John E. Jackson Vice President
Dr. Richard G. Klein Vice President, Corporate Research and Technology
Donald J. McLane Vice President
Yoshihiko Miyahara Vice President
Thomas L. Moorhead Vice President, Law and Assistant Secretary
Nicholas D. Pellecchia Vice President, Finance and Treasurer
Robert E. Thayer Vice President
William D. Ginn Secretary
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Mr. Eric T. Nord, age 76, joined the predecessor of the Company in
1939 and was Chairman of the Board and Chief Executive Officer prior to his
retirement in 1982. He has continued to serve as Chairman of the Board after
his retirement.
Mr. Madar, age 54, joined the Company in 1986 as President and
Chief Executive Officer. From 1986 until 1989, he also served as Treasurer.
Mr. Bohm, age 54, has been employed by the Company for 22 years.
In 1986 he was elected a Vice President, responsible for directing activities
of the European Division.
Mr. Bunch, age 49, joined the Company in 1983. Since 1986, he has
served as Vice President, Manufacturing.
Mr. Campbell, age 44, joined the Company in 1988 as a Vice
President, responsible for overseeing corporate research and business
development activities, along with information service operations. In
1989 he assumed additional responsibilities for overseeing the
manufacturing and human resources functions.
Mr. Fields, age 42, joined the Company in 1988 as Human Resources
Manager for the Application Equipment Division. He was appointed Director,
Human Resources in 1989 and was elected Vice President, Human Resources in
1992.
Mr. Jackson, age 48, joined the Company as Vice President -
Operations in 1986 and was later elected Vice President, responsible for the
Application Equipment Division. During 1989, he assumed responsibility for
the operations of the North American Division.
Dr. Klein, age 51, has been employed by the Company for thirteen
years. He has served as Vice President, Corporate Research & Technology since
1986.
Mr. McLane, age 50, has been employed by the Company for 19 years.
Since 1986, he has served as Vice President, responsible for directing the
activities of the Pacific South Division.
Mr. Miyahara, age 56, has been employed by the Nordson
organization for over 20 years and served as Managing Director of
Nordson K.K. (a wholly-owned Japanese subsidiary). In 1987, he was
appointed President of the Japanese Division and Chief Executive Office of
Nordson K.K. In 1989 he was elected a Vice President of the Company with
continuing responsibility to direct the activities of the Japanese
Division.
Mr. Moorhead, age 57, joined the Company in 1969, and has served
as Vice President - Law and Assistant Secretary since 1981.
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Mr. Pellecchia, age 48, joined the Company in 1981 and was elected
Vice President - Finance in 1986. In 1989, he assumed the additional
responsibilities of Treasurer.
Mr. Thayer, age 62, has been employed by the Company for 29 years.
He was elected a Vice President in 1978. In 1986, he assumed responsibility
for directing activities of the North American Division. In 1989, he
assumed responsibility for overseeing product development and sales activities
of Nordson's businesses directed toward the nonwovens and converting markets.
In 1989 and 1990, he also directed the operations and integration of the
German-based Meltex business, acquired in 1989.
Mr. Ginn, age 70, has been Of Counsel to the law firm of Thompson,
Hine and Flory, Cleveland, Ohio since January 1993. Prior to that time, he had
been a Partner with Thompson, Hine and Flory since 1959. He has been Secretary
of the Company since 1966.
Messrs. Eric T. Nord and Evan W. Nord (director and retired
officer) are brothers. No other directors and officers are related.
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PART II
Item 5. Market for the Company's Common Equity and Related Stockholder
Matters.
Market Information and Dividends.
The Company's common shares are listed on the NASDAQ National
Market System. The information appearing under the caption "Investor
Information" on page 44 of the 1993 Annual Report is incorporated herein by
reference thereto.
Holders.
The approximate number of holders of record of each class of
equity securities of the Company as of December 31, 1993 was as follows:
Number of
Title of Class Record Holders
-------------- --------------
Common shares with no
par value 2,845
Item 6. Selected Financial Data.
The Company incorporates herein by reference the information as to
each of the Company's last five fiscal years appearing under the caption
"Eleven-Year Summary" on pages 40 and 41 of the 1993 Annual Report.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The Company incorporates herein by reference the information
appearing under the caption "Management's Discussion and Analysis" on pages
18 and 19 of the 1993 Annual Report.
Item 8. Financial Statements and Supplementary Data.
The information required by this item appears on pages 20 through
38 of the 1993 Annual Report, incorporated herein by reference thereto.
Item 9. Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure.
None.
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PART III
Item 10. Directors and Executive Officers of the Company.
The Company incorporates herein by reference the information
appearing under the caption "Election of Directors" on pages 1 through 5
of the Company's definitive Proxy Statement to be filed with the Securities
and Exchange Commission by January 31, 1994.
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. Information concerning executive
officers of the Company is contained in Part I of this report under the
caption "Executive Officers of the Company."
Item 11. Executive Compensation.
The Company incorporates herein by reference the information
appearing under the caption "Compensation of Directors" located on
page 5 and information pertaining to compensation of officers
located on pages 8 through 25 of the Company's definitive Proxy Statement
to be filed with the Securities and Exchange Commission by January 31, 1994.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The Company incorporates herein by reference the information
appearing under the caption "Ownership of Nordson Common Shares" on pages 6
through 8 of the Company's definitive Proxy Statement to be filed with the
Securities and Exchange Commission by January 31, 1994.
Item 13. Certain Relationships and Related Transactions.
William D. Ginn, a director and Secretary of the Company, is Of
Counsel to Thompson, Hine and Flory, a law firm which has in the past provided
and continues to provide legal services to the Company.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a)(1), (a)(2) and (d). Financial Statements and Financial Statement
Schedules.
The financial statements and financial statement schedules listed
in the accompanying index to financial statements and financial statement
schedules are filed as part of this Annual Report on Form 10-K.
(a)(3) and (c). Exhibits.
The exhibits listed on the accompanying index to exhibits are filed
as part of this Annual Report on Form 10-K.
(b) Reports on Form 8-K.
None.
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.
NORDSON CORPORATION
Date: January 28, 1994 By: /s/ Nicholas D. Pellecchia
-------------------------------
Nicholas D. Pellecchia
Vice President, Finance
and Treasurer
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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.
/s/ Eric T. Nord January 28, 1994
- -----------------------------
Eric T. Nord
Director and Chairman of the Board
/s/ William P. Madar January 28, 1994
- ----------------------------
William P. Madar
Director, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Nicholas D. Pellecchia January 28, 1994
- ----------------------------
Nicholas D. Pellecchia
Vice President-Finance and Treasurer
(Principal Accounting Officer and
Principal Financial Officer)
/s/ William D. Ginn January 28, 1994
- ----------------------------
William D. Ginn
Director and Secretary
/s/ Dr. Glenn R. Brown January 28, 1994
- ----------------------------
Dr. Glenn R. Brown
Director
/s/ William W. Colville January 28, 1994
- ----------------------------
William W. Colville
Director
/s/ Stephen R. Hardis January 28, 1994
- ----------------------------
Stephen R. Hardis
Director
/s/ Dr. Jacob O. Kamm January 28, 1994
- ----------------------------
Dr. Jacob O. Kamm
Director
/s/ Dr. Anne O. Krueger January 28, 1994
- ----------------------------
Dr. Anne O. Krueger
Director
/s/ Evan W. Nord January 28, 1994
- ----------------------------
Evan W. Nord
Director
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NORDSON CORPORATION
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1), (2) and (3), (c) and (d)
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENT SCHEDULES
INDEX TO EXHIBITS
CERTAIN EXHIBITS
FISCAL YEAR ENDED OCTOBER 31, 1993
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NORDSON CORPORATION
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(Item 14(a)(1) AND (2))
Page Reference
----------------------------
Form 10-K Annual Report
--------- ---------------
Data incorporated by reference from
the 1993 Annual Report:
Consolidated statement of income for
the years ended October 31, 1993,
November 1, 1992 and November 3, 1991 20
Consolidated balance sheet at
October 31, 1993 and November 1, 1992 21
Consolidated statement of cash flows
for the years ended October 31, 1993,
November 1, 1992 and November 3, 1991 22
Consolidated statement of shareholders'
equity for the years ended October 31,
1993, November 1, 1992 and November 3,
1991 23
Notes to consolidated financial statements 24-38
Report of independent auditors 39
Consolidated financial statement schedules:
Schedule V - Property, plant and equipment 18-20
Schedule VI - Accumulated depreciation and
amortization of property,
plant and equipment 21-23
Schedule IX - Short-term borrowings 24
Schedule X - Supplementary income
statement information 25
Report of independent auditors 26
All other schedules for the Registrant have been omitted since the
required information is not present or not present in amounts sufficient to
require submission of the schedule, or because the information required is
included in the financial statements, including the notes thereto.
The consolidated financial statements of the Registrant listed
in the preceding index, which are included in the 1993 Annual Report, are
incorporated herein by reference. With the exception of the pages listed in
the above index and information incorporated by reference elsewhere herein,
the 1993 Annual Report is not to be deemed filed as part of this report.
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NORDSON CORPORATION
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
Year ended October 31, 1993
(In Thousands)
Balance Balance
beginning Additions Retire- Other end of
Classification of period at cost ments activity period
- -------------- --------- --------- ------- -------- -------
Land $ 3,748 $ 2 $ - $ (95)CE $ 3,655
Land improvements 2,363 35 - (56)CE 2,342
Buildings and
improvements 50,538 2,532 1,648 (1,458)CE 49,964
Machinery and
equipment 65,266 7,981 2,535 (2,152)CE 68,560
Construction in
progress 4,327 5,284 - (5)CE 9,606
Property under
capital leases 12,860 4,670 3,987 (731)CE 12,812
-------- ------- ------ ------- --------
$139,102 $20,504 $8,170 $(4,497) $146,939
======== ======= ====== ======= ========
<FN>
CE - Impact of currency exchange rate fluctuations on foreign operations.
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NORDSON CORPORATION
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
Year ended November 1, 1992
(In Thousands)
Balance Balance
beginning Additions Retire- Other end of
Classification of period at cost ments activity period
- -------------- --------- --------- ------- -------- -------
Land $ 3,739 $ 3 $ 92 $ 98 CE $ 3,748
Land improvements 2,311 9 14 57 CE 2,363
Buildings and 187 A
improvements 48,094 1,917 1,324 1,664 CE 50,538
Machinery and 1,041 A
equipment 58,440 6,916 3,000 1,869 CE 65,266
Construction in
progress 2,899 1,426 2 4 CE 4,327
Property under 274 A
capital leases 9,398 5,787 3,221 622 CE 12,860
-------- ------- ------ ------- --------
$124,881 $16,058 $7,653 $ 5,816 $139,102
======== ======= ====== ======= ========
<FN>
A - Property, plant and equipment of acquired business.
CE - Impact of currency exchange rate fluctuations on foreign operations.
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NORDSON CORPORATION
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
Year ended November 3, 1991
(In Thousands)
Balance Balance
beginning Additions Retire- Other end of
Classification of period at cost ments activity period
- -------------- --------- --------- ------- -------- -------
Land $ 3,628 $ 138 $ - $ (27)CE $ 3,739
Land improvements 2,301 29 - (19)CE 2,311
Buildings and
improvements 47,396 1,560 342 (520)CE 48,094
Machinery and 702 A
equipment 52,827 8,413 2,883 (619)CE 58,440
Construction in
progress 3,254 (355) - - 2,899
Property under
capital leases 8,636 3,666 2,766 (138)CE 9,398
-------- ------- ------ ------- --------
$118,042 $13,451 $5,991 $ (621) $124,881
======== ======= ====== ======= ========
<FN>
A - Property, plant and equipment of acquired business.
CE - Impact of currency exchange rate fluctuations on foreign operations.
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NORDSON CORPORATION
SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
Year ended October 31, 1993
(In Thousands)
Additions
Balance Charged To Balance
beginning Costs and Retire- Other end of
Classification of period Expenses ments activity period
- -------------- --------- --------- ------- --------- -------
Land improvements $ 1,374 $ 116 $ - $ (20)CE $ 1,470
Buildings and
improvements 15,922 2,215 862 (336)CE 16,939
Machinery and
equipment 39,547 8,165 1,773 (1,301)CE 44,638
Property under
capital leases 4,887 3,285 2,737 (232)CE 5,203
------- ------- ------ ------- -------
$61,730 $13,781 $5,372 $(1,889) $68,250
======= ======= ====== ======= =======
<FN>
CE - Impact of currency exchange rate fluctuations on foreign operations.
Notes:
(1) The ranges of estimated useful lives used in computing
depreciation for financial reporting are: land improvements - 12
to 20 years, buildings - 20 to 50 years, machinery and equipment - 3
to 12 years.
(2) Amortization of leased property under capital leases is calculated
on the straight-line method over the terms of the lease.
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NORDSON CORPORATION
SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
Year ended November 1, 1992
(In Thousands)
Additions
Balance Charged To Balance
beginning Costs and Retire- Other end of
Classification of period Expenses ments activity period
- -------------- --------- --------- ------- -------- -------
Land improvements $ 1,236 $ 122 $ 4 $ 20 CE $ 1,374
Buildings and 185 A
improvements 13,834 1,993 520 430 CE 15,922
Machinery and 789 A
equipment 31,769 7,717 1,861 1,133 CE 39,547
Property under 125 A
capital leases 3,602 3,160 2,276 276 CE 4,887
------- ------- ------ ------ -------
$50,441 $12,992 $4,661 $2,958 $61,730
======= ======= ====== ====== =======
<FN>
A - Property, plant and equipment of acquired business.
CE - Impact of currency exchange rate fluctuations on foreign operations.
Notes:
(1) The ranges of estimated useful lives used in computing
depreciation for financial reporting are: land improvements - 12
to 20 years, buildings - 20 to 50 years, machinery and equipment - 3
to 12 years.
(2) Amortization of leased property under capital leases is calculated
on the straight-line method over the terms of the lease.
22
23
NORDSON CORPORATION
SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
Year ended November 3, 1991
(In Thousands)
Additions
Balance Charged To Balance
beginning Costs and Retire- Other end of
Classification of period Expenses ments activity period
- -------------- --------- --------- ------- -------- -------
$ (3)CE
Land improvements $ 1,390 $ 142 $ - (293)R $ 1,236
Buildings and (81)CE
improvements 12,441 1,856 165 (217)R 13,834
6 A
Machinery and (319)CE
equipment 26,283 7,582 2,293 510 R 31,769
Property under
capital leases 3,239 2,360 1,942 (55) 3,602
------- ------- ------ ------ -------
$43,353 $11,940 $4,400 $ (452) $50,441
======= ======= ====== ====== =======
<FN>
A - Property, plant and equipment of acquired business.
CE - Impact of currency exchange rate fluctuations on foreign operations.
R - Reclasses between categories of accumulated depreciation and
amortization with a net effect of zero.
Notes:
(1) The ranges of estimated useful lives used in computing
depreciation for financial reporting are: land improvements - 12
to 20 years, buildings - 20 to 50 years, machinery and equipment - 3
to 12 years.
(2) Amortization of leased property under capital leases is calculated
on the straight-line method over the terms of the lease.
23
24
NORDSON CORPORATION
SCHEDULE IX - SHORT-TERM BORROWINGS
Years Ended October 31, 1993, November 1, 1992 and November 3, 1991
(In Thousands Except Percentages)
Weighted
Maximum Average Average
Category of Weighted Amount Amount Interest
Aggregate Balance Average Outstanding Outstanding Rate
Short-Term at End of Interest During During During
Borrowings (1) Period Rate Period Period (2) Period (3)
- -------------- --------- -------- ----------- ----------- ----------
Year Ended October 31, 1993:
Domestic notes payable-banks $ - - $ 2,850 $ 1,628 3.5%
International notes payable-
banks $19,050 8.7% $38,966 $28,984 9.7%
Year Ended November 1, 1992:
Domestic notes payable-banks $ - - $ 8,651 $ 2,087 4.2%
International notes payable-
banks $39,743 9.7% $39,749 $38,222 10.8%
Year Ended November 3, 1991:
Domestic notes payable-banks $ - - $ 9,200 $ 3,358 8.0%
International notes payable-
banks $34,285 10.4% $44,053 $30,802 11.8%
<FN>
Notes:
(1) Represents borrowings against lines of credit with several banks.
(2) The average amount outstanding during the period was calculated by
dividing the total of borrowings outstanding at the end of each day by 365
days.
(3) The weighted average interest rate during the period was calculated by
dividing the actual interest expense on short-term borrowings by the
average amount outstanding during the period.
24
25
NORDSON CORPORATION
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
Years Ended October 31, 1993, November 1, 1992 and November 3, 1991
(In Thousands)
Item Charged To Costs and Expenses
---- -----------------------------
Year Ended
----------
1993 1992 1991
------ ------ ------
Advertising Expense $4,448 $3,482 $3,411
Note: Information regarding maintenance and repairs, amortization of
intangible assets, taxes other than payroll and income taxes, and royalties
are not presented because each item does not exceed one percent of total sales.
25
26
REPORT OF INDEPENDENT AUDITORS
We have audited the consolidated financial statements of Nordson Corporation
as of October 31, 1993 and November 1, 1992 and for each of the three years
in the period ended October 31, 1993 and have issued our report thereon
dated December 7, 1993 [incorporated by reference elsewhere in this Annual
Report (Form 10-K)]. Our audits also included the consolidated financial
statement schedules of Nordson Corporation as of October 31, 1993 and
November 1, 1992 and for each of the three years in the period ended October
31, 1993, listed in item 14(a) of this Annual Report (Form 10-K). These
schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits.
In our opinion, the consolidated financial statement schedules referred to
above, when considered in relation to the basic financial statements taken
as a whole, present fairly in all material respects the information set forth
therein.
/s/ Ernst & Young
Ernst & Young
Cleveland, Ohio
December 7, 1993
26
27
NORDSON CORPORATION
INDEX TO EXHIBITS
(Item 14(a)(3))
Exhibit
Number Description
- ------- -----------
(3) Articles of Incorporation and By-Laws
3-a 1989 Amended Articles of Incorporation
(incorporated herein by reference to
Exhibit 3-a to Registrant's Annual Report
on Form 10-K for the year ended
October 29, 1989)
3-b Amendment to 1984 Regulations, adopted
February 22, 1989, and 1984 Amended
Regulations, as amended (incorporated
herein by reference to Exhibit 3-b to
Registrant's Annual Report on Form 10-K for
the year ended October 29, 1989)
(4) Instruments Defining the Rights of Security
Holders, including indentures
4-a Instruments related to Industrial Revenue Bonds
(These instruments are not being filed as
exhibits to this Annual Report on Form 10-K.
The Registrant agrees to furnish a copy of
such instruments to the Commission upon request.)
4-b Rights Agreement between Nordson Corporation and
Ameritrust Company National Association
(10) Material Contracts
10-a Management Incentive Compensation Plan (incorporated
herein by reference to Exhibit 10-a to Registrant's
Annual Report on Form 10-K for the year ended
November 1, 1992)*
10-a-1 Management Incentive Compensation Plan - 1994
Revisions to Exhibits A, B and C*
10-b Supplemental retirement benefit agreement between
the Registrant and Kenneth H. Daly (incorporated
herein by reference to Exhibit 10-b to Registrant's
Annual Report on Form 10-K for the year ended
October 29, 1989)
27
28
NORDSON CORPORATION
INDEX TO EXHIBITS
(Item 14(a)(3))
Exhibit
Number Description
- ------- -----------
10-c 1979 Employees Stock Option Plan of the Registrant,
as amended October 27, 1980 (incorporated herein
by reference to Exhibit 10-c to Registrant's
Annual Report on Form 10-K for the year ended
October 29, 1989)*
10-c-1 Amendment to 1979 Employees Stock Option Plan of
the Registrant, adopted April 20, 1982
(incorporated herein by reference to Exhibit
10-c-1 to Registrant's Annual Report on Form
10-K for the year ended October 29, 1989)*
10-c-2 Amendments to 1979 Employee Stock Option Plan
of the Registrant, adopted October 27, 1988*
10-d 1982 Incentive Stock Option Plan of the
Registrant, as adopted January 18, 1982
(incorporated herein by reference to Exhibit
10-e to Registrant's Annual Report on Form
10-K for the year ended October 29, 1989)*
10-d-1 Amendment to 1982 Incentive Stock Option Plan
of the Registrant, adopted April 20, 1982
(incorporated herein by reference to Exhibit
10-e-1 to Registrant's Annual Report on Form
10-K for the year ended October 29, 1989)*
10-d-2 Amendments to the 1982 Incentive Stock Option
Plan of the Registrant, adopted January 30, 1987
(incorporated herein by reference to Exhibit
10-e-2 to Registrant's Annual Report on Form 10-K
for the year ended November 1, 1992)*
10-d-3 Amendment to 1982 Incentive Stock Option Plan of
the Registrant, adopted October 27, 1988*
10-e Employment Agreement between the Registrant and
William P. Madar (incorporated herein by
reference to Exhibit 10-g to Registrant's
Annual Report on Form 10-K for the year
ended October 28, 1990)*
28
29
NORDSON CORPORATION
INDEX TO EXHIBITS
(Item 14(a)(3))
Exhibit
Number Description
- ------- -----------
10-e-1 Amendment to Employment Agreement between the
Registrant and William P. Madar*
10-f Board of Directors Deferred Compensation Plan, as
amended October 27, 1988 (incorporated herein
by reference to Exhibit 10-h to Registrant's
Annual Report on Form 10-K for the year ended
October 29, 1989)*
10-g Employment Agreement between the Registrant and
John E. Jackson (incorporated herein by reference
to Exhibit 10-i to Registrant's Annual Report
on Form 10-K for the year ended November 3, 1991)*
10-h Indemnity Agreement (incorporated herein by reference
to Exhibit 10-j to Registrant's Annual Report
on Form 10-K for the year ended November 3, 1991)*
10-i Restated Nordson Corporation Excess Defined
Contribution Retirement Plan (incorporated herein
by reference to Exhibit 10-k to Registrant's
Annual Report on Form 10-K for the year ended
November 1, 1992)*
10-i-1 First Amendment to Nordson Corporation Excess
Defined Contribution Retirement Plan (incorporated
herein by reference to Exhibit 10-l-1 to
Registrant's Annual Report on Form 10-K for the
year ended October 28, 1990)*
10-j Nordson Corporation Excess Defined Benefit Pension
Plan (incorporated herein by reference to Exhibit
10-l to Registrant's Annual Report on Form 10-K
for the year ended November 1, 1992)*
10-j-1 First Amendment to Nordson Corporation Excess
Defined Benefit Pension Plan (incorporated
herein by reference to Exhibit 10-m-1 to
Registrant's Annual Report on Form 10-K for the
year ended October 28, 1990)*
29
30
NORDSON CORPORATION
INDEX TO EXHIBITS
(Item 14(a)(3))
Exhibit
Number Description
- ------- -----------
10-k Officers' Deferred Compensation Plan (incorporated
herein by reference to Exhibit 10-m to
Registrant's Annual Report on Form 10-K for the
year ended November 1, 1992)*
10-l Employment Agreement between the Registrant and
Edward P. Campbell*
10-m 1989 Stock Option Plan, as amended
December 20, 1991 (incorporated herein by
reference to Exhibit 10-q to Registrant's
Annual Report on Form 10-K for the year ended
November 3, 1991)*
10-n 1992 Restricted Stock Plan (incorporated herein
by reference to Exhibit 10-p to Registrant's
Annual Report on Form 10-K for the year ended
November 1, 1992)*
10-o Nordson Corporation 1993 Long-Term Performance
Plan (incorporated herein by reference to
Exhibit 10-q to Registrant's Annual Report
on Form 10-K for the year ended
November 1, 1992)*
(11) Calculation of Earnings per Share
(13) Selected portions of the 1993 Annual Report
13-a Management's Discussion and Analysis (pages
18 and 19 of the 1993 Annual Report)
13-b Consolidated Statement of Income (page 20
of the 1993 Annual Report)
13-c Consolidated Balance Sheet (page 21 of the
1993 Annual Report)
13-d Consolidated Statement of Cash Flows (page 22
of the 1993 Annual Report)
13-e Consolidated Statement of Shareholders'
Equity (page 23 of the 1993 Annual Report)
13-f Notes to Consolidated Financial Statements
(pages 24 through 38 of the 1993 Annual
Report)
30
31
NORDSON CORPORATION
INDEX TO EXHIBITS
(Item 14(a)(3))
Exhibit
Number Description
- ------- -----------
13-g Report of Independent Auditors (page 39 of
the 1993 Annual Report)
13-h Eleven-Year Summary (pages 40 and 41 of the
1993 Annual Report)
13-i Investor Information (page 44 of the 1993
Annual Report)
(21) Subsidiaries of the Registrant
(23) Consent of Independent Auditors
(99) Additional Exhibits
99-a Form S-8 Undertakings (Nos. 33-32201, 2-82915,
33-18279, 33-20451, 33-20452, 33-18309 and
33-33481) (incorporated herein by reference
to Exhibit 28-a to Registrant's Annual Report
on Form 10-K for the year ended October 28, 1990)
99-b Form S-8 Undertakings (No. 2-66776) (incorporated
herein by reference to Exhibit 28-b to
Registrant's Annual Report on Form 10-K for the
year ended October 28, 1990)
99-c Annual Report on Form 11-K of the Nordson
Corporation 1988 Employees Stock Purchase Plan
for its fiscal year ended December 31, 1993
99-d Annual Report on Form 11-K of the Nordson
Corporation 1988 International Employees Stock
Purchase Plan for its fiscal year ended
December 31, 1993
99-e Annual Report on Form 11-K of the Nordson
Employees' Savings Trust Plan for its fiscal
year ended December 31, 1993
99-f Annual Report on Form 11-K of the Nordson
Hourly-Rated Employees' Savings Trust Plan
for its fiscal year ended December 31, 1993
*Indicates management contract or compensatory plan,
contract or arrangement in which one or more
directors and/or executive officers of Nordson
Corporation may be participants.
31