UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 26, 2011
NORDSON CORPORATION
(Exact name of registrant as specified in its charter)
| OHIO | 0-7977 | 34-0590250 | ||
|
(State or other jurisdiction
of incorporation or organization) |
(Commission
file number) |
(I.R.S. Employer
Identification No.) |
|
28601 Clemens Road,
Westlake, Ohio |
44145 | |
| (Address of principal executive offices) | (Zip Code) |
(440) 892-1580
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)) |
Item 2.01 Completion of Acquisition or Disposition of Assets
As previously reported, on August 26, 2011, Nordson Corporation (the Company) completed the purchase of Value Plastics, Inc. pursuant to a Stock Purchase Agreement with VP Acquisition Holdings, Inc., a Delaware corporation (Value Plastics), the security holders of Value Plastics and American Capital, Ltd., in its capacity as the security holder representative. This Current Report on Form 8-K/A is being filed as an amendment (Amendment No. 1) to the Current Report on Form 8-K filed by the Company on September 1, 2011 to report the completion of the Companys acquisition of Value Plastics. This Amendment No. 1 is being filed solely to provide the following under Item 9.01 as required under Rule 3-05(b) and Article 11 of Regulation S-X:
| |
Audited financial statements of Value Plastics for the year ended December 31, 2010 and unaudited financial statements of Value Plastics for the six months ended June 30, 2011 |
| |
Unaudited pro forma balance sheet as of July 31, 2011 reflecting the acquisition of Value Plastics |
| |
Unaudited pro forma income statement for the nine months ended July 31, 2011 reflecting the acquisition of Value Plastics |
| |
Unaudited pro forma income statement for the year ended October 31, 2010 reflecting the acquisition of Value Plastics |
Item 9.01 Financial Statements and Exhibits
| (a) | Financial Statements of Business Acquired |
Audited financial statements of Value Plastics for the years ended December 31, 2010 and 2009, including independent auditors report, balance sheets, statements of operations and changes in shareholders equity and cash flows, and notes to the financial statements.
Unaudited financial statements of Value Plastics for the six months ended June 30, 2011 and June 30, 2010, including balance sheets, statements of operations and changes in shareholders equity, and cash flows.
| (b) | Unaudited Pro Forma Financial Information |
Unaudited pro forma condensed combined financial information of Nordson Corporation and Value Plastics as follows:
| |
Unaudited pro forma condensed combined balance sheet as of July 31, 2011 |
| |
Unaudited pro forma condensed combined income statement for the nine months ended July 31, 2011 |
| |
Unaudited pro forma condensed combined income statement for the twelve months ended October 31, 2010 |
| (d) | Exhibits |
| 23.1 | Consent of Sample & Bailey, CPAs, P.C. | |
| 99.1 | Audited financial statements of Value Plastics for the year ended December 31, 2010 | |
| 99.2 | Unaudited financial statements of Value Plastics for the six months ended June 30, 2011 | |
| 99.3 | Unaudited pro forma condensed combined financial information |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: November 2, 2011 | Nordson Corporation | |||
| By: | /s/ Gregory A. Thaxton | |||
| Gregory A. Thaxton | ||||
| Vice President, Chief Financial Officer | ||||
Form 8-K
Exhibit Index
|
Exhibit
|
||
| 23.1 | Consent of Sample & Bailey, CPAs, P.C. | |
| 99.1 | Audited financial statements of Value Plastics for the year ended December 31, 2010 | |
| 99.2 | Unaudited financial statements of Value Plastics for the six months ended June 30, 2011 | |
| 99.3 | Unaudited pro forma condensed combined financial information | |
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation in the Form 8-K of Nordson Corporation of the financial statements of VP Acquisition Holdings, Inc. for the years ended December 31, 2010 and 2009 and our report dated November 2, 2011 relating to the financial statements for the years ended December 31, 2010 and 2009.
/s/ Sample & Bailey, CPAs, P.C.
Fort Collins, Colorado
November 2, 2011
Exhibit 99.1
VP ACQUISITIONS HOLDINGS, INC.
FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS REPORT
December 31, 2010 and 2009
TABLE OF CONTENTS
|
Independent Auditors Report |
1 | |||
|
Balance Sheets |
2 | |||
|
Statements of Operations and Changes in Shareholders Equity |
3 | |||
|
Statements of Cash Flows |
4 | |||
|
Notes to Financial Statements |
6 | |||
INDEPENDENT AUDITORS REPORT
To the Board of Directors
VP Acquisition Holdings, Inc.
Fort Collins, Colorado
We have audited the accompanying balance sheets of VP Acquisition Holdings, Inc. as of December 31, 2010 and 2009, and the related statements of operations and changes in shareholders equity and cash flows for the years then ended. These financial statements are the responsibility of the Companys 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 of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of VP Acquisition Holdings, Inc. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
/s/ Sample & Bailey, CPAs, P.C.
November 2, 2011
Fort Collins, Colorado
VP ACQUISITION HOLDINGS, INC.
BALANCE SHEETS
December 31, 2010 and 2009
| ASSETS | ||||||||
| 2010 | 2009 | |||||||
|
Current assets: |
||||||||
|
Cash |
$ | 3,880,175 | $ | 2,370,703 | ||||
|
Accounts receivable |
2,168,300 | 2,321,827 | ||||||
|
Inventories |
2,345,342 | 2,258,097 | ||||||
|
Prepaid expenses |
314,609 | 241,842 | ||||||
|
|
|
|
|
|||||
|
Total current assets |
8,708,426 | 7,192,469 | ||||||
|
Property and equipment, net of accumulated depreciation |
5,618,239 | 5,748,847 | ||||||
|
Deferred tax asset |
1,333,675 | 2,413,676 | ||||||
|
Intangible assets |
27,566,690 | 32,492,385 | ||||||
|
Goodwill |
25,793,248 | 25,793,248 | ||||||
|
|
|
|
|
|||||
|
Total assets |
$ | 69,020,278 | $ | 73,640,625 | ||||
|
|
|
|
|
|||||
| LIABILITIES | ||||||||
|
Current liabilities: |
||||||||
|
Accounts payable |
$ | 377,167 | $ | 439,779 | ||||
|
Accrued payroll |
1,262,651 | 244,313 | ||||||
|
Other accrued liabilities |
394,844 | 367,954 | ||||||
|
Long-term debt, current portion |
119,000 | 3,390,881 | ||||||
|
|
|
|
|
|||||
|
Total current liabilities |
2,153,662 | 4,442,927 | ||||||
|
Long-term debt, net of current portion |
29,935,014 | 29,537,808 | ||||||
|
|
|
|
|
|||||
|
Total liabilities |
32,088,676 | 33,980,735 | ||||||
|
|
|
|
|
|||||
| SHAREHOLDERS EQUITY | ||||||||
|
Common stock, par value $.001 per share; authorized 1,000,000 shares; issued 36,040 shares |
45,050,000 | 45,050,000 | ||||||
|
Additional paid in capital |
250,000 | 250,000 | ||||||
|
Additional paid in capital stock option plan |
909,012 | 738,748 | ||||||
|
(Accumulated deficit) |
(9,277,410 | ) | (6,378,858 | ) | ||||
|
|
|
|
|
|||||
|
Total shareholders equity |
36,931,602 | 39,659,890 | ||||||
|
|
|
|
|
|||||
|
Total liabilities and shareholders equity |
$ | 69,020,278 | $ | 73,640,625 | ||||
|
|
|
|
|
|||||
See accompanying notes to financial statements
2
VP ACQUISITION HOLDINGS, INC.
STATEMENTS OF OPERATIONS AND CHANGES IN SHAREHOLDERS EQUITY
For the years ended December 31, 2010 and 2009
| 2010 | 2009 | |||||||
|
Sales |
$ | 26,391,498 | $ | 22,533,712 | ||||
|
Cost of goods sold |
6,597,630 | 5,924,244 | ||||||
|
|
|
|
|
|||||
|
Gross profit |
19,793,868 | 16,609,468 | ||||||
|
General and administrative expenses |
7,558,738 | 6,761,308 | ||||||
|
Amortization of intangible assets |
5,496,231 | 5,451,360 | ||||||
|
|
|
|
|
|||||
|
Income from operations |
6,738,899 | 4,396,800 | ||||||
|
|
|
|
|
|||||
|
Other expense (income): |
||||||||
|
Interest expense |
3,575,795 | 3,699,873 | ||||||
|
(Gain) loss on disposal of assets |
(8,247 | ) | 18,672 | |||||
|
Other income |
(10,097 | ) | | |||||
|
|
|
|
|
|||||
|
Total other expense |
3,557,451 | 3,718,545 | ||||||
|
|
|
|
|
|||||
|
Net income before income taxes |
3,181,448 | 678,255 | ||||||
|
Income tax expense |
1,080,000 | 260,000 | ||||||
|
|
|
|
|
|||||
|
Net income |
2,101,448 | 418,255 | ||||||
|
|
|
|
|
|||||
|
Shareholders equity at beginning of year |
39,659,890 | 39,260,255 | ||||||
|
|
|
|
|
|||||
|
Compensation cost stock option plan |
170,264 | 475,117 | ||||||
|
Purchase of stock options former employees |
| (493,737 | ) | |||||
|
|
|
|
|
|||||
|
Net change related to stock options |
170,264 | (18,620 | ) | |||||
|
|
|
|
|
|||||
|
Dividends |
(5,000,000 | ) | | |||||
|
|
|
|
|
|||||
|
Shareholders equity at end of year |
$ | 36,931,602 | $ | 39,659,890 | ||||
|
|
|
|
|
|||||
See accompanying notes to financial statements
3
VP ACQUISITION HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
For the years ended
December 31, 2010 and 2009
VP ACQUISITION HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 2010 and 2009
| 2010 | 2009 | |||||||
|
Cash flows from operating activities: |
||||||||
|
Net income |
$ | 2,101,448 | $ | 418,255 | ||||
|
|
|
|
|
|||||
|
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
|
Depreciation and amortization |
6,866,780 | 6,718,226 | ||||||
|
(Gain) loss on disposal of assets |
(8,247 | ) | 18,672 | |||||
|
Compensation cost stock option plan |
170,264 | 475,117 | ||||||
|
Provision for deferred income tax expense |
1,080,000 | 253,724 | ||||||
|
Changes in operating assets and liabilities: |
||||||||
|
Accounts receivable |
153,527 | (70,586 | ) | |||||
|
Inventories |
(87,245 | ) | 117,561 | |||||
|
Prepaid expenses |
(72,767 | ) | (6,148 | ) | ||||
|
Accounts payable |
(62,612 | ) | (16,090 | ) | ||||
|
Accrued payroll |
1,018,338 | (656,410 | ) | |||||
|
Other accrued liabilities |
26,890 | (31,558 | ) | |||||
|
Accrual of payment in-kind interest |
516,205 | 502,736 | ||||||
|
|
|
|
|
|||||
|
Total adjustments |
9,601,133 | 7,305,244 | ||||||
|
|
|
|
|
|||||
|
Net cash provided by operating activities |
11,702,581 | 7,723,499 | ||||||
|
|
|
|
|
|||||
|
Cash flows from investing activities: |
||||||||
|
Payments for the purchase of property |
(1,610,540 | ) | (1,015,412 | ) | ||||
|
Payments for the purchase of intangibles and inventory |
(205,689 | ) | (266,156 | ) | ||||
|
Proceeds from the sale of property |
14,000 | 275 | ||||||
|
|
|
|
|
|||||
|
Net cash (used) by investing activities |
(1,802,229 | ) | (1,281,293 | ) | ||||
|
|
|
|
|
|||||
See accompanying notes to financial statements
4
VP ACQUISITION HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 2010 and 2009
continued
| 2010 | 2009 | |||||||
|
Cash flows from financing activities: |
||||||||
|
Principal payments on long-term debt |
$ | (3,390,880 | ) | $ | (5,503,796 | ) | ||
|
Dividends |
(5,000,000 | ) | | |||||
|
Purchase of stock options former employees |
| (493,737 | ) | |||||
|
|
|
|
|
|||||
|
Net cash (used) by financing activities |
(8,390,880 | ) | (5,997,533 | ) | ||||
|
|
|
|
|
|||||
|
Net increase in cash and cash equivalents |
1,509,472 | 444,673 | ||||||
|
Cash and cash equivalents at beginning of year |
2,370,703 | 1,926,030 | ||||||
|
|
|
|
|
|||||
|
Cash and cash equivalents at end of year |
$ | 3,880,175 | $ | 2,370,703 | ||||
|
|
|
|
|
|||||
|
Supplemental disclosure of cash flow information: |
||||||||
|
Cash paid for interest primarily to related parties |
$ | 3,057,188 | $ | 3,192,871 | ||||
|
|
|
|
|
|||||
|
Cash paid for income taxes |
$ | 15,000 | $ | 10,836 | ||||
|
|
|
|
|
|||||
See accompanying notes to financial statements
5
VP ACQUISITION HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 COMPANY OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Company Operations
VP Acquisition Holdings, Inc. is a Delaware Corporation formed in 2005 to acquire 100% of the outstanding stock of Value Plastics, Inc.; the acquisition was completed effective October 14, 2005. VP Acquisition Holdings, Inc. (the Company) designs, manufactures, and sells a variety of plastic connectors for low-pressure fluid management applications. These products are purchased by a broad spectrum of customers, most notably, the pneumatic control, laboratory instrumentation and medical device industries. The Companys products are sold throughout the world. The Company does business as Value Plastics, Inc.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
For financial reporting purposes, the Company considers all investments with maturities of three months or less to be cash and cash equivalents.
Accounts Receivable
Unpaid amounts from customers are reported as accounts receivable. The Company evaluates an allowance for doubtful accounts based upon factors relating to the age of the receivable, customer relations, historic collection results, and judgment by the Company as to the expected collectability of the receivable. The Company generally does not record an allowance for doubtful accounts because of its historic collection results.
The Company records receivables at the amount invoiced to customers denominated in U.S. dollars. The Company does not obtain collateral for its accounts receivable. The Company does not hold any receivables for sale. Interest is not assessed on outstanding receivables.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined by a method which approximates the first-in, first-out method. Inventory includes costs of labor and manufacturing overhead.
6
VP ACQUISITION HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 COMPANY OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)
Property and Equipment
Property and equipment is recorded at cost and depreciated using the straight-line basis over estimated useful lives of five to seven years. Leasehold improvements are depreciated over the life of the property lease (12 years).
Advertising
The Company expenses advertising as incurred. For the years ended December 31, 2010 and 2009, the Company incurred approximately $304,000 and $271,000 in advertising expense, respectively.
Research and Development
Research and development costs are expensed as incurred. The Company incurred approximately $673,000 and $627,000 in research and development costs for the years ended December 31, 2010 and 2009, respectively.
Income Taxes
The Company is taxed as a C Corporation. Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates as of the date of enactment.
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
7
VP ACQUISITION HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 COMPANY OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Taxes (continued)
Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income.
The Companys corporate income tax reporting process began in 2005. All years of the Companys income tax reporting (since inception in 2005) are open to federal or state examination.
Stock Incentive Plan
The Company established a stock incentive plan in 2005, and accounts for the Plan using the fair value based method.
Dividends are paid to participants in the incentive plan based upon their ratio of vested options to total shares outstanding (including shares represented by the vested options). Payments to participants attributable to vested options are reflected as dividends in the accompanying financial statements.
Reclassification
Certain accounts from the 2009 financial statements have been reclassified to enhance comparability with the 2010 financial statements.
8
VP ACQUISITION HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 2 INTANGIBLE ASSETS AND GOODWILL
The Companys intangible assets and goodwill primarily originate from the business combination that took place in 2005 when the Company was formed.
Intangible assets consisted of the following as of December 31:
| 2010 | 2009 | |||||||
|
Amortizing Intangible Assets |
||||||||
|
Cost |
||||||||
|
Patents and patent technology |
$ | 1,168,950 | $ | 639,063 | ||||
|
Customer relationships |
51,975,777 | 51,975,777 | ||||||
|
Loan fees |
1,125,000 | 1,125,000 | ||||||
|
|
|
|
|
|||||
| 54,269,727 | 53,739,840 | |||||||
|
|
|
|
|
|||||
|
Accumulated amortization |
||||||||
|
Patents and patent technology |
194,644 | 155,644 | ||||||
|
Customer relationships |
27,115,369 | 21,860,221 | ||||||
|
Loan fees |
863,672 | 661,590 | ||||||
|
|
|
|
|
|||||
| 28,173,685 | 22,677,455 | |||||||
|
|
|
|
|
|||||
|
Net book value |
||||||||
|
Patents and patent technology |
974,306 | 483,419 | ||||||
|
Customer relationships |
24,860,408 | 30,115,556 | ||||||
|
Loan fees |
261,328 | 463,410 | ||||||
|
|
|
|
|
|||||
| 26,096,042 | 31,062,385 | |||||||
|
Non Amortizing Intangible Assets |
||||||||
|
Trademark and tradename |
1,470,648 | 1,430,000 | ||||||
|
|
|
|
|
|||||
|
Net identifiable intangible assets |
$ | 27,566,690 | $ | 32,492,385 | ||||
|
|
|
|
|
|||||
|
Goodwill |
$ | 25,793,248 | $ | 25,793,248 | ||||
|
|
|
|
|
|||||
The customer relationship intangible asset is amortized using the straight-line method over the estimated economic life of the asset of approximately 10 years. During 2007, the Company completed a small acquisition and the customer relationships acquired in that transaction are amortized over five years.
9
VP ACQUISITION HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 2 INTANGIBLE ASSETS AND GOODWILL (continued)
Loan fees are amortized over the life of the loans, and patents are amortized over 17 years.
Amortization expense related to the acquired intangible assets was approximately $5,496,000 and $5,451,000 for the years ended December 31, 2010 and 2009, respectively.
Future estimated amortization expense related to amortizable identifiable intangible assets is as follows for the years ending December 31:
|
2011 |
$ | 5,425,625 | ||
|
2012 |
5,410,675 | |||
|
2013 |
5,270,173 | |||
|
2014 |
5,236,308 | |||
|
2015 |
4,141,760 | |||
|
Thereafter |
611,501 | |||
|
|
|
|||
| $ | 26,096,042 | |||
|
|
|
The goodwill (cost $25,793,248), trademark, and trade name intangible assets are not amortized as they are considered
NOTE 3 INVENTORIES
Inventories consisted of the following at December 31:
| 2010 | 2009 | |||||||
|
Raw materials |
$ | 236,723 | $ | 211,796 | ||||
|
Work-in-process |
90,788 | 133,223 | ||||||
|
Finished goods |
2,017,831 | 1,913,078 | ||||||
|
|
|
|
|
|||||
| $ | 2,345,342 | $ | 2,258,097 | |||||
|
|
|
|
|
|||||
10
VP ACQUISITION HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 4 PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at December 31:
| 2010 | 2009 | |||||||
|
Work in process product molds |
$ | 4,337,525 | $ | 4,028,289 | ||||
|
Machinery and equipment |
3,111,947 | 2,890,720 | ||||||
|
Office furniture, equipment, and vehicles |
1,865,634 | 1,686,544 | ||||||
|
Leasehold improvements |
1,102,492 | 988,899 | ||||||
|
Work in process tooling |
427,171 | 160,217 | ||||||
|
|
|
|
|
|||||
| 10,844,769 | 9,754,669 | |||||||
|
Less accumulated depreciation |
(5,226,530 | ) | (4,005,822 | ) | ||||
|
|
|
|
|
|||||
| $ | 5,618,239 | $ | 5,748,847 | |||||
|
|
|
|
|
|||||
Depreciation expense was approximately $1,371,000 and $1,267,000 for the years ended December 31, 2010 and 2009,
NOTE 5 LONG-TERM DEBT
Long-term debt (due to an owner entity of the Company, American Capital Strategies, Ltd.) consisted of the following at December 31:
| 2010 | 2009 | |||||||
|
Senior secured Term B notes, quarterly principal payments of $29,750 to $1,029,750 with all unpaid principal and interest due October 2012. Monthly payments of interest at LIBOR plus 4.5% (4.76% and 4.74% at December 31, 2010 and 2009, respectively). The notes contain certain restrictive covenants and penalty for early payment. |
$ | 9,503,885 | $ | 9,622,886 | ||||
|
Senior subordinated notes, monthly payments of interest at 14%. All unpaid principal and interest due October 2013. The notes contain certain restrictive covenants and penalty for early payment. Balance includes paid in-kind interest of 2%. |
10,003,838 | 9,803,193 | ||||||
|
Junior subordinated notes, monthly payments of interest at 15%. All unpaid principal and interest due October 2014. The notes contain certain restrictive covenants and penalty for early payment. Balance includes paid in-kind interest of 3%. |
10,546,291 | 10,230,731 | ||||||
11
VP ACQUISITION HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 5 LONG-TERM DEBT (continued)
| 2010 | 2009 | |||||||
|
Senior secured Term A notes, quarterly principal payments from $318,750 to $850,000, with all unpaid principal and interest due October 2011. Monthly payments of interest at LIBOR plus 4% (4.26% and 4.24% at December 31, 2010 and 2009, respectively). The notes contain certain restrictive covenants. |
$ | | $ | 3,271,879 | ||||
|
|
|
|
|
|||||
| 30,054,014 | 32,928,689 | |||||||
|
Less current portion |
(119,000 | ) | (3,390,881 | ) | ||||
|
|
|
|
|
|||||
| $ | 29,935,014 | $ | 29,537,808 | |||||
|
|
|
|
|
|||||
The secured and subordinated notes require prepayment in certain instances, including the Company attaining certain cash flow benchmarks. Effectively, all of the assets of the Company and its outstanding stock are collateral for the loans.
Paid-in-kind interest represents interest expense which increases the principal balance of the underlying note, rather than being paid in cash.
The Company also has a revolving facility line of credit for $5,000,000, which expires October 2011. Monthly payment requirements are interest at a variable rate based upon LIBOR plus 4.0%. As of December 31, 2010 and 2009, there were no draws on this line of credit.
Future minimum principal payments on long-term debt are as follows for the years ending December 31:
|
2011 |
$ | 119,000 | ||
|
2012 |
9,384,885 | |||
|
2013 |
10,003,838 | |||
|
2014 |
10,546,291 | |||
|
|
|
|||
| $ | 30,054,014 | |||
|
|
|
12
VP ACQUISITION HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 6 STOCK OPTION PLAN
The Company has established a stock incentive plan. Under this plan, nontransferable options to purchase the Companys common stock may be granted to eligible employees, officers or board members as determined by the Board of Directors. Options granted under this plan vest over a four-year period (25% after a one-year period from award date, the remaining 75% in 36 monthly installments). The plan limits the maximum number of shares of common stock that may be delivered pursuant to awards granted under this plan to 4,505 shares. The options have a ten year term. No option may be granted to any person who owns more than 10% of the total outstanding stock of the Company.
On October 14, 2005, the Company granted options for a total of 2,251 shares at an exercise price of $1,250 per share to certain key executives of the Company. In 2007, the Company granted an additional option for 360 shares of stock at an exercise price of $1,543. In 2009, the Company granted additional options for 1,398 shares of stock at an exercise price of $1,989.
The Company has adopted the fair value based method to account for its stock option plan. Compensation expense is measured at the grant date based on the value of the award and is recognized over the service period, which is the vesting period. The fair value of the stock options is estimated on the grant date using the Black-Scholes Option-pricing model, based on the medical equipment industry volatility of 24%, zero dividend rate, risk-free interest rate of 4.6% and expected lives of the options of five years. The fair value of the options granted in 2005, 2007 and 2009 was estimated to be approximately $867,000, $163,000, and $681,000, respectively, based on these factors. Total stock based compensation expense was approximately $170,000 and $475,000 for the years ended December 31, 2010 and 2009, respectively.
13
VP ACQUISITION HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 6 STOCK OPTION PLAN (continued)
Shares attributable to the stock incentive plan are summarized as follows for the years ended December 31:
| 2010 | 2009 | |||||||
|
Outstanding at beginning of year |
3,289 | 2,611 | ||||||
|
Granted |
| 1,398 | ||||||
|
Exercised |
| (630 | ) | |||||
|
Forfeited |
| (90 | ) | |||||
|
|
|
|
|
|||||
|
Outstanding at end of year |
3,289 | 3,289 | ||||||
|
|
|
|
|
|||||
|
Exercisable at end of year |
2,226 | 1,786 | ||||||
|
|
|
|
|
|||||
|
Weighted average exercise price per share of options exercisable at year end |
$ | 1,396 | $ | 1,292 | ||||
|
|
|
|
|
|||||
|
Weighted average exercise price per share |
$ | 1,555 | $ | 1,555 | ||||
|
|
|
|
|
|||||
NOTE 7 INCOME TAXES
Deferred income taxes result from temporary differences between the recognition of expenses for financial statements and income tax returns of the Company. The primary components of the Companys deferred tax assets as of December 31, 2010 and 2009, respectively, are described below.
| 2010 | 2009 | |||||||
|
Deferred tax assets: |
||||||||
|
Inventory |
$ | 85,108 | $ | 88,086 | ||||
|
Employee compensation |
409,477 | 327,210 | ||||||
|
Other liabilities |
58,851 | | ||||||
|
Net operating loss carryforward |
2,028,992 | 2,882,942 | ||||||
|
|
|
|
|
|||||
|
Total deferred tax assets |
2,582,428 | 3,298,238 | ||||||
|
|
|
|
|
|||||
|
Deferred tax liabilities: |
||||||||
|
Long-term assets |
1,248,753 | 884,562 | ||||||
|
|
|
|
|
|||||
|
Total deferred tax liabilities |
1,248,753 | 884,562 | ||||||
|
|
|
|
|
|||||
|
Net deferred tax asset |
$ | 1,333,675 | $ | 2,413,676 | ||||
|
|
|
|
|
|||||
14
VP ACQUISITION HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 7 INCOME TAXES (continued)
Provision for income tax expense consisted of the following for the years ended December 31:
| 2010 | 2009 | |||||||
|
Current: |
||||||||
|
Federal |
$ | | $ | 6,276 | ||||
|
State |
| | ||||||
|
|
|
|
|
|||||
| | 6,276 | |||||||
|
|
|
|
|
|||||
|
Deferred: |
||||||||
|
Federal |
993,000 | 237,000 | ||||||
|
State |
87,000 | 16,724 | ||||||
|
|
|
|
|
|||||
| 1,080,000 | 253,724 | |||||||
|
|
|
|
|
|||||
|
Total tax expense |
$ | 1,080,000 | $ | 260,000 | ||||
|
|
|
|
|
|||||
|
Reconciliation of rates: |
||||||||
|
Statutory federal income tax rate |
34.0 | % | 34.0 | % | ||||
|
State income taxes, net of federal benefit |
3.0 | % | 3.0 | % | ||||
|
Permanent differences |
-3.0 | % | 1.3 | % | ||||
|
|
|
|
|
|||||
|
Effective income tax rate |
34.0 | % | 38.3 | % | ||||
|
|
|
|
|
|||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which net operating losses and reversal of timing differences may offset taxable income. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income, management believes it is more likely than not that the Company will realize the benefits of the net operating losses and future tax deductions.
The Companys net operating loss carryforward for income tax reporting was approximately $5,400,000 at December 31, 2010. The net operating losses begin to expire in the year 2025 for federal and Colorado reporting purposes.
15
VP ACQUISITION HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 7 INCOME TAXES (continued)
The Company is subject to income taxes in the State of Colorado. In 2010, the State of Colorado determined that utilization of corporate net operating loss deductions will be limited to $250,000 annually for the years 2011-2014. The State of Colorado will extend the expiration date of the net operating loss for each year that the deferral is effective.
The State of Colorado net operating loss limitation does not impact the Companys deferred income taxes as of December 31, 2010, but may require cash tax payments in 2011 2014 that would have been deferred.
NOTE 8 RETIREMENT PLAN
The Company has adopted a 401(k) retirement plan for its employees. The plan covers all employees who are at least 21 years of age. The Companys contribution is based on matching 50% of the first 3% of employee salary. The Companys contributions for the years ended December 31, 2010 and 2009, were approximately $93,000 and $83,000 respectively.
NOTE 9 RELATED PARTY TRANSACTIONS
The Company is primarily owned by American Capital Strategies, Ltd. and its affiliates (ACS). ACS is an investment company and owns all or part of numerous companies. Because of the existence of the control capability of ACS, the operating results and financial position of the Company could be significantly different than if the Company were autonomous.
During 2008, the Company entered into a management agreement with ACS that it will pay ACS $450,000 of management fees annually and certain investment banking fees as incurred. The agreement will continue for as long as ACS has an investment in the Companys debt or equity securities.
For the years ended December 31, 2010 and 2009, the Company incurred approximately $500,000 in administrative and management fee expense to ACS. The Company incurred approximately $25,000 of bank and line of credit fees with ACS for each of the years ended December 31, 2010 and 2009.
The Company is financed primarily by ACS (see NOTE 5). Virtually all of the interest expense incurred and paid by the Company for the years ended December 31, 2010 and 2009, is attributable to the obligations due to ACS.
16
VP ACQUISITION HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 10 OPERATING LEASE COMMITMENTS
The Company entered into a 12-year lease in 2005 for its facility. The lease requires monthly payments of $39,839 with scheduled increases every two years; the Company recognizes rent expense on the straight-line basis over the term of the lease. In addition, the Company is responsible for property taxes, maintenance, insurance and operating costs of the facility. The lease matures October 2017, although the term may be extended for up to 15 years at the option of the Company.
Total future minimum rental payments under the facility lease are as follows for the years ending December 31:
|
2011 |
$ | 463,514 | ||
|
2012 |
478,068 | |||
|
2013 |
482,051 | |||
|
2014 |
497,184 | |||
|
2015 |
501,329 | |||
|
Thereafter |
926,435 | |||
|
|
|
|||
| $ | 3,348,581 | |||
|
|
|
Total rent expense applicable to the facility lease was approximately $470,000 for each of the years ended December 31, 2010 and 2009.
NOTE 11 SUBSEQUENT EVENTS
On August 26, 2011 the Company was acquired by Nordson Corporation for approximately $258,000,000 in cash. In connection with this transaction, all outstanding long-term debt of the Company was extinguished. The Company has evaluated subsequent events through November 2, 2011, the date the audited financial statements were issued.
17
Exhibit 99.2
VP ACQUISITIONS HOLDINGS, INC.
UNAUDITED FINANCIAL STATEMENTS
June 30, 2011 and 2010
|
Balance Sheets |
1 | |||
|
Statements of Operations and Changes in Shareholders Equity |
2 | |||
|
Statements of Cash Flows |
3 | |||
|
Notes to Financial Statements |
4 | |||
VP ACQUISITION HOLDINGS, INC.
BALANCE SHEETS
|
June 30 2011 |
December 31
2010 |
|||||||
|
Current Assets |
||||||||
|
Cash |
$ | 1,875,419 | $ | 3,880,175 | ||||
|
Account Receivables |
2,657,059 | 2,168,300 | ||||||
|
Inventories |
2,525,464 | 2,345,342 | ||||||
|
Prepaid Expenses |
216,080 | 314,609 | ||||||
|
|
|
|
|
|||||
|
Total Current Assets |
7,274,022 | 8,708,426 | ||||||
|
Property and Equipment, Net of Depreciation |
5,446,324 | 5,618,239 | ||||||
|
Deferred Tax Asset |
1,397,675 | 1,333,675 | ||||||
|
Intangible Assets |
25,013,032 | 27,566,690 | ||||||
|
Goodwill |
25,793,248 | 25,793,248 | ||||||
|
|
|
|
|
|||||
|
TOTAL ASSETS |
$ | 64,924,302 | $ | 69,020,278 | ||||
|
|
|
|
|
|||||
|
Current Liabilities |
||||||||
|
Account Payable |
$ | 271,162 | $ | 377,167 | ||||
|
Accrued Payroll |
590,114 | 1,262,651 | ||||||
|
Other Accrued Liabilities |
1,175,804 | 394,844 | ||||||
|
Long Term Debt, Current Portion |
119,000 | 119,000 | ||||||
|
|
|
|
|
|||||
|
Total Current Liabilities |
2,156,080 | 2,153,662 | ||||||
|
Long Term Debt, Net of Current Portion |
24,335,280 | 29,935,014 | ||||||
|
|
|
|
|
|||||
|
TOTAL LIABILITIES |
26,491,360 | 32,088,676 | ||||||
|
|
|
|
|
|||||
|
Shareholders Equity |
||||||||
|
Common Stock, par value $.001 per share, authorized 1,000,000 shares, issued 36,040 |
45,050,000 | 45,050,000 | ||||||
|
Additional Paid In Capital |
250,000 | 250,000 | ||||||
|
Additional Paid In Capital Stock Option Plan |
994,144 | 909,012 | ||||||
|
(Accumulated deficit) |
(7,861,202 | ) | (9,277,410 | ) | ||||
|
|
|
|
|
|||||
|
TOTAL SHAREHOLDER EQUITY |
38,432,942 | 36,931,602 | ||||||
|
|
|
|
|
|||||
|
TOTAL LIABILITIES and SHAREHOLDER EQUITY |
$ | 64,924,302 | $ | 69,020,278 | ||||
|
|
|
|
|
|||||
See accompanying notes to financial statements
1
VP ACQUISITION HOLDINGS, INC.
STATEMENTS OF OPERATIONS AND CHANGES IN SHAREHOLDERS EQUITY
For the six months ended June 30, 2011 and June 30, 2010
|
June 30
2011 |
June 30
2010 |
|||||||
|
Sales |
$ | 13,753,978 | $ | 13,425,101 | ||||
|
Cost of Goods Sold |
3,488,713 | 3,294,902 | ||||||
|
|
|
|
|
|||||
|
Gross Profit |
10,265,265 | 10,130,199 | ||||||
|
General and Administration |
3,574,940 | 3,484,812 | ||||||
|
Amortization of Intangible Assets |
2,697,348 | 2,743,628 | ||||||
|
|
|
|
|
|||||
|
Income from Operations |
3,992,977 | 3,901,759 | ||||||
|
Interest Expense |
1,694,400 | 1,781,860 | ||||||
|
|
|
|
|
|||||
|
Income Before Taxes |
2,298,577 | 2,119,899 | ||||||
|
Income Tax Expense |
882,369 | 466,379 | ||||||
|
|
|
|
|
|||||
|
Net Income |
1,416,208 | 1,653,520 | ||||||
|
|
|
|
|
|||||
|
Shareholders Equity at Beginning of the Year |
36,931,602 | 39,659,890 | ||||||
|
Compensation Cost Stock Option Plan |
85,132 | 85,132 | ||||||
|
|
|
|
|
|||||
|
Shareholders Equity at end of period |
$ | 38,432,942 | $ | 41,398,542 | ||||
|
|
|
|
|
|||||
See accompanying notes to financial statements
2
VP ACQUISITION HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2011 and June 30, 2010
|
June 30
2011 |
June 30
2010 |
|||||||
|
Cash Flows from Operating Activities: |
||||||||
|
Net Income |
$ | 1,416,208 | $ | 1,653,520 | ||||
|
|
|
|
|
|||||
|
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
|
Depreciation and Amortization |
3,396,941 | 3,413,950 | ||||||
|
Compensation Costs stock option plan |
85,132 | 85,132 | ||||||
|
Provision for deferred income tax expense |
(64,000 | ) | | |||||
|
Changes in operating Assets and Liabilities |
||||||||
|
Account Receivables |
(488,759 | ) | (445,100 | ) | ||||
|
Inventories |
(180,121 | ) | (53,156 | ) | ||||
|
Prepaid Expenses |
98,529 | (142,866 | ) | |||||
|
Account Payables |
(106,005 | ) | (188,552 | ) | ||||
|
Accrued Payroll |
(692,572 | ) | 269,515 | |||||
|
Other Accrued Liabilities |
800,995 | 552,860 | ||||||
|
Accrual of payment in kind interest |
261,093 | 254,279 | ||||||
|
|
|
|
|
|||||
|
Total Adjustments |
3,111,233 | 3,746,062 | ||||||
|
Net Cash provided by operating activities |
4,527,441 | 5,399,582 | ||||||
|
Cash flows from investing activities |
||||||||
|
Payment for the purchased of property |
(540,793 | ) | (265,016 | ) | ||||
|
Payments for the purchase of intangibles and inventory |
(143,690 | ) | (433,161 | ) | ||||
|
Proceeds from the sale of property |
13,114 | 9,807 | ||||||
|
|
|
|
|
|||||
|
Net cash (used) by investing activities |
(671,369 | ) | (688,370 | ) | ||||
|
|
|
|
|
|||||
|
Cash flows from financing activities |
||||||||
|
Principal payments on long-term debt |
(5,860,828 | ) | (1,633,024 | ) | ||||
|
|
|
|
|
|||||
|
Net cash (used) by financing activities |
(5,860,828 | ) | (1,633,024 | ) | ||||
|
|
|
|
|
|||||
|
Net increase in cash and cash equivalents |
(2,004,756 | ) | 3,078,188 | |||||
|
Cash and cash equivalents at beginning of year |
3,880,175 | 2,370,703 | ||||||
|
|
|
|
|
|||||
|
Cash and cash equivalents at end of period |
$ | 1,875,419 | $ | 5,448,891 | ||||
|
|
|
|
|
|||||
|
Supplemental disclosure of cash flow information: |
||||||||
|
Cash paid for interest primarily to related parties |
$ | 1,448,771 | $ | 1,527,568 | ||||
|
|
|
|
|
|||||
|
Cash paid for income taxes |
$ | 89,000 | $ | 15,000 | ||||
|
|
|
|
|
|||||
See accompanying notes to the financial statements
3
VP ACQUISITION HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 COMPANY OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Company Operations
VP Acquisition Holdings, Inc. is a Delaware Corporation formed in 2005 to acquire 100% of the outstanding stock of Value Plastics, Inc.; the acquisition was completed effective October 14, 2005. VP Acquisition Holdings, Inc. (the Company) designs, manufactures, and sells a variety of plastic connectors for low-pressure fluid management applications. These products are purchased by a broad spectrum of customers, most notably, the pneumatic control, laboratory instrumentation and medical device industries. The Companys products are sold throughout the world. The Company does business as Value Plastics, Inc.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
For financial reporting purposes, the Company considers all investments with maturities of three months or less to be cash and cash equivalents.
Accounts Receivable
Unpaid amounts from customers are reported as accounts receivable. The Company evaluates an allowance for doubtful accounts based upon factors relating to the age of the receivable, customer relations, historic collection results, and judgment by the Company as to the expected collectability of the receivable. The Company generally does not record an allowance for doubtful accounts because of its historic collection results.
The Company records receivables at the amount invoiced to customers denominated in U.S. dollars. The Company does not obtain collateral for its accounts receivable. The Company does not hold any receivables for sale. Interest is not assessed on outstanding receivables.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined by a method which approximates the first-in, first-out method. Inventory includes costs of labor and manufacturing overhead.
4
VP ACQUISITION HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 COMPANY OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)
Property and Equipment
Property and equipment is recorded at cost and depreciated using the straight-line basis over estimated useful lives of five to seven years. Leasehold improvements are depreciated over the life of the property lease (12 years).
Advertising
The Company expenses advertising as incurred.
Research and Development
Research and development costs are expensed as incurred.
Income Taxes
The Company is taxed as a C Corporation. Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates as of the date of enactment.
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
5
VP ACQUISITION HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 COMPANY OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Taxes (continued)
Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income.
The Companys corporate income tax reporting process began in 2005. All years of the Companys income tax reporting (since inception in 2005) are open to federal or state examination.
Stock Incentive Plan
The Company established a stock incentive plan in 2005, and accounts for the Plan using the fair value based method.
Dividends are paid to participants in the incentive plan based upon their ratio of vested options to total shares outstanding (including shares represented by the vested options). Payments to participants attributable to vested options are reflected as dividends in the accompanying financial statements.
6
VP ACQUISITION HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 2 INTANGIBLE ASSETS AND GOODWILL
The Companys intangible assets and goodwill primarily originate from the business combination that took place in 2005 when the Company was formed.
Intangible assets consisted of the following as of June 30, 2011 and December 31, 2010:
|
June 30
2011 |
December 31
2010 |
|||||||
|
Amortizing Intangible Assets Cost |
||||||||
|
Patents and patent technology |
$ | 1,312,640 | $ | 1,168,950 | ||||
|
Customer relationships |
51,975,777 | 51,975,777 | ||||||
|
Loan fees |
1,125,000 | 1,125,000 | ||||||
|
|
|
|
|
|||||
| 54,413,417 | 54,269,727 | |||||||
|
|
|
|
|
|||||
|
Accumulated amortization |
||||||||
|
Patents and patent technology |
214,468 | 194,644 | ||||||
|
Customer relationships |
29,742,947 | 27,115,369 | ||||||
|
Loan fees |
913,618 | 863,672 | ||||||
|
|
|
|
|
|||||
| 30,871,033 | 28,173,685 | |||||||
|
|
|
|
|
|||||
|
Net book value |
||||||||
|
Patents and patent technology |
1,098,172 | 974,306 | ||||||
|
Customer relationships |
22,232,830 | 24,860,408 | ||||||
|
Loan fees |
211,382 | 261,328 | ||||||
|
|
|
|
|
|||||
| 23,542,384 | 26,096,042 | |||||||
|
Non Amortizing Intangible Assets |
||||||||
|
Trademark and tradename |
1,470,648 | 1,470,648 | ||||||
|
|
|
|
|
|||||
|
Net identifiable intangible assets |
$ | 25,013,032 | $ | 27,566,690 | ||||
|
|
|
|
|
|||||
|
Goodwill |
$ | 25,793,248 | $ | 25,793,248 | ||||
|
|
|
|
|
|||||
The customer relationship intangible asset is amortized using the straight-line method over the estimated economic life of the asset of approximately 10 years. During 2007, the Company completed a small acquisition and the customer relationships acquired in that transaction are amortized over five years.
7
VP ACQUISITION HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 2 INTANGIBLE ASSETS AND GOODWILL (continued)
Loan fees are amortized over the life of the loans, and patents are amortized over 17 years.
Amortization expense related to the acquired intangible assets was approximately $2,697,000 for the six months ended June 30, 2011 and approximately $2,744,000 for the six months ended June 30, 2010.
The goodwill (cost $25,793,248), trademark, and trade name intangible assets are not amortized as they are considered assets with indefinite lives. These assets are subject to impairment analysis, which the Company performs on an annual basis.
NOTE 3 INVENTORIES
Inventories consisted of the following at June 30, 2011 and December 31, 2010:
|
June 30
2011 |
December 31
2010 |
|||||||
|
Raw materials |
$ | 267,234 | $ | 236,723 | ||||
|
Work-in-process |
68,431 | 90,788 | ||||||
|
Finished goods |
2,189,799 | 2,017,831 | ||||||
|
|
|
|
|
|||||
| $ | 2,525,464 | $ | 2,345,342 | |||||
|
|
|
|
|
|||||
NOTE 4 STOCK OPTION PLAN
The Company has established a stock incentive plan. Under this plan, nontransferable options to purchase the Companys common stock may be granted to eligible employees, officers or board members as determined by the Board of Directors. Options granted under this plan vest over a four-year period (25% after a one-year period from award date, the remaining 75% in 36 monthly installments). The plan limits the maximum number of shares of common stock that may be delivered pursuant to awards granted under this plan to 4,505 shares. The options have a ten year term. No option may be granted to any person who owns more than 10% of the total outstanding stock of the Company.
On October 14, 2005, the Company granted options for a total of 2,251 shares at an exercise price of $1,250 per share to certain key executives of the Company. In 2007, the Company granted an additional option for 360 shares of stock at an exercise price of $1,543. In 2009, the Company granted additional options for 1,398 shares of stock at an exercise price of $1,989.
The Company has adopted the fair value based method to account for its stock option plan. Compensation expense is measured at the grant date based on the value of the award and is recognized over the service period, which is the vesting period. The fair value of the stock options is estimated on the grant date using the Black-Scholes Option-pricing model, based on the medical equipment industry volatility of 24%, zero dividend rate, risk-free interest rate of 4.6% and expected lives of the options of five years.
8
VP ACQUISITION HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 4 STOCK OPTION PLAN (continued)
The fair value of the options granted in 2005, 2007 and 2009 was estimated to be approximately $867,000, $163,000, and $681,000, respectively, based on these factors. Total stock based compensation expense was approximately $85,000 for the six months ended June 30, 2011 and June 30, 2010.
Shares attributable to the stock incentive plan are summarized as follows for the six months ended June 30, 2011:
| 2011 | ||||
|
Outstanding at December 31, 2010 |
3,289 | |||
|
Granted |
| |||
|
Exercised |
| |||
|
Forfeited |
| |||
|
|
|
|||
|
Outstanding at June 30, 2011 |
3,289 | |||
|
|
|
|||
|
Exercisable at June 30, 2011 |
2,503 | |||
|
|
|
|||
|
Weighted average exercise price per share of options exercisable at June 30, 2011 |
$ | 1,449 | ||
|
|
|
|||
|
Weighted average exercise price per share |
$ | 1,555 | ||
|
|
|
|||
NOTE 5 RETIREMENT PLAN
The Company has adopted a 401(k) retirement plan for its employees. The plan covers all employees who are at least 21 years of age. The Companys contribution is based on matching 50% of the first 3% of employee salary. The Companys contributions for the six months ended June 30, 2011 and June 30, 2010 were approximately $58,000 and $45,000.
NOTE 6 RELATED PARTY TRANSACTIONS
The Company is primarily owned by American Capital Strategies, Ltd. and its affiliates (ACS). ACS is an investment company and owns all or part of numerous companies. Because of the existence of the control capability of ACS, the operating results and financial position of the Company could be significantly different than if the Company were autonomous.
During 2008, the Company entered into a management agreement with ACS that it will pay ACS $450,000 of management fees annually and certain investment banking fees as incurred. The agreement will continue for as long as ACS has an investment in the Companys debt or equity securities.
9
VP ACQUISITION HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 6 RELATED PARTY TRANSACTIONS (continued)
For the six months ended June 30, 2011 and June 30, 2010, the Company incurred approximately $250,000 in administrative and management fee expense to ACS. The Company incurred approximately $13,000 of bank and line of credit fees with ACS for the six months ended June 30, 2011 and June 30, 2010.
The Company is financed primarily by ACS. Virtually all of the interest expense incurred and paid by the Company for the six months ended June 30, 2011 and June 30, 2010, is attributable to the obligations due to ACS.
NOTE 7 SUBSEQUENT EVENTS
On August 26, 2011, the Company was acquired by Nordson Corporation for approximately $258,000,000 in cash. In connection with this transaction, all outstanding long-term debt of the Company was extinguished.
The Company has evaluated subsequent events through November 2, 2011, the date the financial statements were issued.
10
Exhibit 99.3
Unaudited Pro Forma Financial Information
On July 15, 2011, Nordson Corporation (Nordson or the Company) entered into a Stock Purchase Agreement (the Purchase Agreement) with VP Acquisition Holdings, Inc., a Delaware corporation (Value Plastics), the security holders of Value Plastics and American Capital, Ltd., in its capacity as the security holder representative, pursuant to which Nordson agreed to acquire all of the capital stock of Value Plastics. The acquisition closed on August 26, 2011, and, pursuant to the terms of the Purchase Agreement, Nordson purchased 100% of the outstanding shares of Value Plastics for an aggregate purchase price of approximately $258,379,000. The entire purchase price was paid in cash and was financed using proceeds from $75 million notes payable, $133 million from an existing line of credit and $50 million of existing available cash. In connection with the acquisition of Value Plastics, Nordson incurred transaction costs of approximately $375 thousand.
The following unaudited pro forma condensed combined financial statements and related notes combine the historical consolidated balance sheets and statements of income of Nordson and Value Plastics. The unaudited pro forma condensed combined balance sheet gives effect to the acquisition as if it had occurred on July 31, 2011 and combines Nordsons July 31, 2011 unaudited consolidated balance sheet with Value Plastics June 30, 2011 unaudited consolidated balance sheet. The unaudited pro forma condensed combined statement of income for the nine months ended July 31, 2011 gives effect to the acquisition as if it had occurred on November 1, 2009, the first day of Nordsons 2010 fiscal year, and combines Nordsons unaudited consolidated statement of income for the nine months ended July 31, 2011 with Value Plastics unaudited consolidated statements of income for the nine months ended June 30, 2011. The unaudited pro forma condensed combined statement of income for the fiscal year ended October 31, 2010 also gives effect to the acquisition as if it had occurred on November 1, 2009 and combines Nordsons audited consolidated statement of income for the year ended October 31, 2010 with Value Plastics unaudited consolidated statement of income for the twelve month period ended October 31, 2010. Prior to completion of the acquisition on August 26, 2011, Value Plastics fiscal year end was December 31.
Value Plastics most recent available unaudited interim financial statements prior to the acquisition were for the six months ended June 30, 2011. In order to present a pro forma statement of income for a comparable period to that of the Company, it was necessary to combine Value Plastics unaudited results of income for the six months ended June 30, 2011 with their unaudited results of income for the three months ended December 31, 2010. Accordingly, the accompanying pro forma statements of income present results for overlapping periods. The period for the one month ended October 31, 2010 is presented as the first month in the nine months ended July 31, 2011 unaudited pro forma statement of income and the last month in the twelve months ended October 31, 2010 unaudited pro forma statements of income (referred to herein as the overlap period). Note 6 contains a schedule showing an unaudited condensed combined statement of income for Value Plastics for the one month ended October 31, 2010, combined with the unaudited condensed combined statement of income for the eleven months ended September 30, 2010, to produce operating results for the twelve months ended October 31, 2010.
The historical consolidated financial information of Nordson and Value Plastics has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable, and (3), with respect to the statements of income, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma financial statements and notes thereto should be read in conjunction with the consolidated annual financial statements of Nordson filed with the Securities and Exchange Commission in its Annual Report on Form 10-K for the year ended October 31, 2010, Nordsons Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2011, and Value Plastics consolidated financial statements and the related footnotes included in this Current Report on Form 8-K/A.
The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not intended to represent or be indicative of what the combined companys financial position or results of income actually would have been had the acquisition been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company. The unaudited pro forma condensed combined financial information does not include the impacts of any revenue, cost or other operating synergies that may result from the Value Plastics acquisition or any related restructuring costs.
1
Nordson Corporation
Unaudited Pro Forma Condensed Combined Balance Sheet
As of July 31, 2011
(In thousands, except for per share data)
|
Nordson Corporation (a) |
Value Plastics (b) |
Pro Forma Adjustments (c) |
Note Ref. | Pro Forma Combined | ||||||||||||||
|
Assets |
||||||||||||||||||
|
Current assets: |
||||||||||||||||||
|
Cash and cash equivalents |
$ | 69,057 | $ | 1,875 | $ | (50,375 | ) | (1)(10) | $ | 20,557 | ||||||||
|
Receivables net |
259,847 | 2,657 | (52 | ) | (2) | 262,452 | ||||||||||||
|
Inventories net |
137,792 | 2,525 | 4,575 | (3) | 144,892 | |||||||||||||
|
Deferred income taxes |
35,659 | | (1,501 | ) | (8) | 34,158 | ||||||||||||
|
Prepaid expenses |
8,809 | 217 | | 9,026 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
Total current assets |
511,164 | 7,274 | (47,353 | ) | 471,085 | |||||||||||||
|
Property, plant and equipment net |
124,304 | 5,446 | 138 | (4) | 129,888 | |||||||||||||
|
Goodwill |
369,607 | 25,793 | 151,152 | (5) | 546,552 | |||||||||||||
|
Intangible assets net |
49,481 | 25,013 | 49,707 | (6) | 124,201 | |||||||||||||
|
Other assets |
29,888 | 542 | (542 | ) | (8) | 29,888 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| $ | 1,084,444 | $ | 64,068 | $ | 153,102 | $ | 1,301,614 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
Liabilities and shareholders equity |
||||||||||||||||||
|
Current liabilities: |
||||||||||||||||||
|
Notes payable |
$ | 381 | $ | | $ | | $ | 381 | ||||||||||
|
Accounts payable |
42,433 | 271 | (52 | ) | (2) | 42,652 | ||||||||||||
|
Income taxes payable |
18,206 | | | 18,206 | ||||||||||||||
|
Accrued liabilities |
96,872 | 910 | | 97,782 | ||||||||||||||
|
Customer advance payments |
15,004 | | | 15,004 | ||||||||||||||
|
Current maturities of long-term debt |
111 | 119 | | 230 | ||||||||||||||
|
Current obligations under capital leases |
4,234 | | | 4,234 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
Total current liabilities |
177,241 | 1,300 | (52 | ) | 178,489 | |||||||||||||
|
Long-term debt |
51,838 | 24,335 | 184,044 | (7) | 260,217 | |||||||||||||
|
Pension and retirement obligations |
105,813 | | | 105,813 | ||||||||||||||
|
Deferred income taxes |
19,750 | | 7,918 | (8) | 27,668 | |||||||||||||
|
Other liabilities |
83,995 | | | 83,995 | ||||||||||||||
|
Shareholders equity: |
||||||||||||||||||
|
Common shares (49,011 shares issued at October 31, 2010 and 2009) |
12,253 | 45,050 | (45,050 | ) | (9) | 12,253 | ||||||||||||
|
Capital in excess of stated value |
271,298 | 1,244 | (1,244 | ) | (9) | 271,298 | ||||||||||||
|
Retained earnings |
943,942 | (7,861 | ) | 7,486 | (9)(10) | 943,567 | ||||||||||||
|
Accumulated other comprehensive loss |
(49,016 | ) | | | (49,016 | ) | ||||||||||||
|
Common shares in treasury, at cost |
(532,670 | ) | | | (532,670 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
Total shareholders equity |
645,807 | 38,433 | (38,808 | ) | 645,432 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| $ | 1,084,444 | $ | 64,068 | $ | 153,102 | $ | 1,301,614 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
See accompanying note three to the unaudited pro forma condensed combined financial statements.
2
Nordson Corporation
Unaudited Pro Forma Condensed Combined Statement of Income
For the Nine Months Ended July 31, 2011
(In thousands, except for per share data)
|
Nordson Corporation (a) |
Value Plastics (b) |
Pro Forma Adjustments (c) |
Note
Ref. |
Pro Forma Combined | ||||||||||||||
|
Sales |
$ | 902,141 | $ | 20,081 | $ | (492 | ) | (1) | $ | 921,730 | ||||||||
|
Operating costs and expenses: |
||||||||||||||||||
|
Cost of sales |
350,168 | 5,318 | (119 | ) | (1) | 355,367 | ||||||||||||
|
Selling and administrative expenses |
315,365 | 9,810 | (1,186 | ) | (2)(3) | 323,989 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| 665,533 | 15,128 | (1,305 | ) | 679,356 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
Operating profit |
236,608 | 4,953 | 813 | 242,374 | ||||||||||||||
|
Other income (expense): |
||||||||||||||||||
|
Interest expense |
(3,560 | ) | (2,584 | ) | (1,681 | ) | (4) | (7,825 | ) | |||||||||
|
Interest and investment income |
430 | | | 430 | ||||||||||||||
|
Other net |
2,896 | 12 | | 2,908 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| (234 | ) | (2,572 | ) | (1,681 | ) | (4,487 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
Income (loss) before income taxes |
236,374 | 2,381 | (868 | ) | 237,887 | |||||||||||||
|
Income taxes |
68,685 | 810 | (330 | ) | (5) | 69,165 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
Net income (loss) |
$ | 167,689 | $ | 1,571 | $ | (538 | ) | $ | 168,722 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
Average common shares |
67,998 | 67,998 | ||||||||||||||||
|
Incremental common shares attributable to outstanding stock options, nonvested stock and deferred stock-based compensation |
864 | 864 | ||||||||||||||||
|
|
|
|
|
|||||||||||||||
|
Average common shares and common share equivalents |
68,862 | 68,862 | ||||||||||||||||
|
|
|
|
|
|||||||||||||||
|
Basic earnings (loss) per share |
$ | 2.47 | $ | 2.48 | ||||||||||||||
|
Diluted earnings (loss) per share |
$ | 2.44 | $ | 2.45 | ||||||||||||||
|
Dividends declared per common share |
$ | 0.315 | $ | 0.315 | ||||||||||||||
See accompanying note four to the unaudited pro forma condensed combined financial statements.
3
Nordson Corporation
Unaudited Pro Forma Condensed Combined Statement of Income
For the Year Ended October 31, 2010
(In thousands, except for per share data)
|
Nordson Corporation (a) |
Value Plastics
(b) |
Pro Forma Adjustments (c) |
Note
Ref. |
Pro Forma Combined | ||||||||||||||
|
Sales |
$ | 1,041,551 | $ | 26,258 | $ | (530 | ) | (1) | $ | 1,067,279 | ||||||||
|
Operating costs and expenses: |
||||||||||||||||||
|
Cost of sales |
419,937 | 6,576 | (171 | ) | (1) | 426,342 | ||||||||||||
|
Selling and administrative expenses |
384,752 | 12,195 | (1,636 | ) | (2)(3) | 395,311 | ||||||||||||
|
Severance and restructuring costs |
2,029 | | | 2,029 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| 806,718 | 18,771 | (1,807 | ) | 823,682 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
Operating profit |
234,833 | 7,487 | 1,277 | 243,597 | ||||||||||||||
|
Other income (expense): |
||||||||||||||||||
|
Interest expense |
(6,263 | ) | (3,585 | ) | (2,364 | ) | (4) | (12,212 | ) | |||||||||
|
Interest and investment income |
819 | | | 819 | ||||||||||||||
|
Other net |
1,930 | 12 | | 1,942 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| (3,514 | ) | (3,573 | ) | (2,364 | ) | (9,451 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
Income (loss) before income taxes |
231,319 | 3,914 | (1,087 | ) | 234,146 | |||||||||||||
|
Income tax provision: |
||||||||||||||||||
|
Current |
36,441 | | (2,790 | ) | (5) | 33,651 | ||||||||||||
|
Deferred |
26,830 | 1,531 | 2,377 | (5) | 30,738 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| 63,271 | 1,531 | (413 | ) | 64,389 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
Net income (loss) |
$ | 168,048 | $ | 2,383 | $ | (674 | ) | $ | 169,757 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
Average common shares |
33,805 | 33,805 | ||||||||||||||||
|
Incremental common shares attributable to outstanding stock options, nonvested stock and deferred stock-based compensation |
416 | 416 | ||||||||||||||||
|
|
|
|
|
|||||||||||||||
|
Average common shares and common share equivalents |
34,221 | 34,221 | ||||||||||||||||
|
|
|
|
|
|||||||||||||||
|
Basic earnings (loss) per share |
$ | 4.97 | $ | 5.02 | ||||||||||||||
|
Diluted earnings (loss) per share |
$ | 4.91 | $ | 4.96 | ||||||||||||||
|
Dividends declared per common share |
$ | 0.78 | $ | 0.78 | ||||||||||||||
See accompanying note five to the unaudited pro forma condensed combined financial statements.
4
Notes to Unaudited Pro Forma Condensed Combined Financial Data
(Dollar Amounts are Presented in Thousands)
(1) Sources and Uses of Funds
Set forth below are the estimated sources and uses of funds reflected in the Value Plastics acquisition.
|
Sources |
Uses |
|||||||||
|
Notes payable |
$ | 75,000 |
Cash Price |
$ | 258,379 | |||||
|
Existing line of credit |
133,379 |
Transaction Fees |
375 | |||||||
|
Cash |
50,375 | |||||||||
|
|
|
|
|
|||||||
|
Total Sources |
$ | 258,754 |
Total Uses |
$ | 258,754 | |||||
|
|
|
|
|
|||||||
(2) Purchase Price
The estimated purchase price and the allocation of the estimated purchase price discussed below are preliminary. The acquisition date fair value of the consideration transferred, which consisted solely of cash, was $258,379, and is subject to certain post-closing adjustments. As noted above, the allocation of the purchase price is preliminary, and a final determination of required adjustments will be made based upon an independent appraisal of the fair value of related long-lived tangible and intangible assets and the determination of the fair value of certain other acquired assets and liabilities. The following is a preliminary estimate of the purchase price of Value Plastics:
|
Cash paid |
$ | 50,000 | ||
|
Existing line of credit |
133,379 | |||
|
Notes Payable |
75,000 | |||
|
|
|
|||
|
Total estimated preliminary purchase price |
$ | 258,379 | ||
|
|
|
The following table summarizes the purchase price allocation adjustments of the assets acquired and liabilities assumed as if the acquisition date was July 31, 2011. The final allocation of the purchase price will be determined at a later date and is dependent on a number of factors, including the final evaluation of the fair value of our tangible and identifiable intangible assets acquired and liabilities assumed. An independent third-party appraiser assisted in performing a preliminary valuation of these assets, and upon a final valuation the purchase price allocation will be adjusted. Such final adjustments, including increases to depreciation and amortization resulting from the allocation of purchase price to amortizable tangible and intangible assets, may be material. Adjustments to the fair value of tangible and identifiable intangible assets acquired and liabilities assumed will impact the value of goodwill recognized in the transaction, and the adjustment to goodwill may be material. For illustrative purposes, the preliminary allocation of the purchase price to the fair value of Value Plastics assets acquired and liabilities assuming the acquisition date was July 31, 2011 is presented as follows:
|
Estimated carrying value of net assets (a) |
$ | 3,991 | ||
|
Fair value of intangible assets |
74,720 | |||
|
Fair value of property, plant and equipment |
5,584 | |||
|
Fair value of inventory |
7,100 | |||
|
Transaction related goodwill adjustment |
176,945 | |||
|
Net deferred tax liability on fair value adjustments |
(9,961 | ) | ||
|
|
|
|||
| $ | 258,379 | |||
|
|
|
| a. | Management believes the historical carrying amounts approximate fair value for these items except for those line items separated below |
5
Notes to Unaudited Pro Forma Condensed Combined Financial Data
(Dollar Amounts are Presented in Thousands)
In accordance with the accounting guidance on business combinations, acquisition-related transaction costs and certain acquisition restructuring and related charges are not included as a component of consideration transferred but are required to be expensed as incurred. The unaudited pro forma condensed combined balance sheet reflects the $375 of anticipated acquisition-related transaction costs of both companies as a reduction of cash with a corresponding decrease in retained earnings.
(3) Description of Pro Forma Adjustments, as presented on the July 31, 2011 Balance Sheet
| a. | This column represents the historical unaudited consolidated balance sheet of Nordson as of July 31, 2011. |
| b. | This column represents the historical unaudited consolidated balance sheet of Value Plastics as of June 30, 2011. Certain reclassifications have been made to conform to Nordsons presentation. |
| c. | This column represents the purchase price adjustments for the acquisition of Value Plastics as follows: |
| (1) | Represents adjustments to cash relating to the following: |
|
Estimated cash portion of purchase consideration |
$ | 50,000 | ||
|
Estimated acquisition-related transaction costs of Nordson |
375 | |||
|
|
|
|||
| $ | 50,375 | |||
|
|
|
| (2) | Represents the elimination of intercompany receivables and payables. |
| (3) | Represents the adjustment of historical amount of Value Plastics inventories to their estimated fair values. The pro forma condensed combined statement of income excludes the impact on cost of sales of the increase in fair value of inventory, as this is a non-recurring item. |
| (4) | Represents the elimination of historical accumulated depreciation and the adjustment of fixed asset carrying values to their fair market values based upon preliminary valuations. |
| (5) | Eliminates goodwill recorded in the historical financial statements of Value Plastics and records the preliminary fair value of goodwill resulting from the pro forma allocation of the purchase price as if the acquisition had occurred using pro forma balances. Goodwill resulting from the acquisition is not amortized and will be assessed for impairment at least annually in accordance with applicable accounting guidance on goodwill. |
| (6) | Represents the preliminary allocation of purchase price to identifiable intangible assets for trademarks and trade names ($15,400), technology and know-how ($18,500), restrictive covenants ($420), and customer contracts and related relationships ($40,400), less previously recognized intangible assets. |
| (7) | Represents the addition of $208,379 in borrowings that was used by Nordson to finance a portion of the transaction, with a portion of the borrowings used immediately to extinguish all outstanding debt of Value Plastics. The unaudited pro forma condensed combined balance sheet does not assume a reduction in interest based on anticipated principal repayments. |
6
Notes to Unaudited Pro Forma Condensed Combined Financial Data
(Dollar Amounts are Presented in Thousands)
| (8) | Records the net deferred tax liability related to the step up in the fair values of assets acquired (including identifiable intangible assets) and liabilities assumed and reclassifies non-current deferred tax assets and current deferred liabilities recorded in Nordsons historical financial statements using the U.S. statutory income tax rate of 35% adjusted for state taxes. |
|
Net deferred tax liabilities resulting from purchase price allocation |
$ | 9,961 | ||
|
Reclassify non-current deferred tax asset |
(542 | ) | ||
|
Reclassify current deferred tax liability |
(1,501 | ) | ||
|
|
|
|||
|
Total pro forma adjustment |
$ | 7,918 | ||
|
|
|
| (9) | Eliminates Value Plastics historical shareholders equity. |
| (10) | Reflects adjustments to retained earnings for the following: |
|
Eliminate Value Plastic historical retained earnings |
$ | 7,861 | ||
|
To record estimated non-recurring cost for acquisition related transaction costs |
(375 | ) | ||
|
|
|
|||
| $ | 7,486 | |||
|
|
|
(4) Description of Pro Forma Adjustments, as presented on the July 31, 2011 Statement of Income
| a. | This column represents the historical unaudited consolidated statement of income of Nordson for the nine months ended July 31, 2011. |
| b. | This column represents the historical unaudited consolidated statement of income of Value Plastics for the nine months ended June 30, 2011. This statement of income contains an overlapping period for the one month ended October 31, 2010 with the statement of income for the year ended October 31, 2010. |
| c. | This column represents the purchase price adjustments for the acquisition of Value Plastics as follows: |
| (1) | To record the elimination of intercompany sales ($492) and cost of sales ($119). |
| (2) | To record pro forma depreciation expense of $15 resulting from the change in basis of acquired identifiable property plant and equipment. |
| (3) | To record pro forma amortization expense of $2,872 on the portion of the purchase price allocated to intangible assets, less $4,073 of historical amortization expense, as follows: |
|
Preliminary Fair
Value |
Estimated Useful
Life (years) |
Estimated
Amortization (i) |
||||||||||
|
Trademark / Trade Name Asset |
$ | 15,400 | 20 | $ | 578 | |||||||
|
Technology and Know-how |
18,500 | 15 | 925 | |||||||||
|
Restrictive Covenants |
420 | 2 | 158 | |||||||||
|
Customer Contracts and Related Relationships |
40,400 | 25 | 1,212 | |||||||||
|
|
|
|
|
|||||||||
| $ | 74,720 | $ | 2,872 | |||||||||
|
|
|
|
|
|||||||||
7
Notes to Unaudited Pro Forma Condensed Combined Financial Data
(Dollar Amounts are Presented in Thousands)
| (i) | Amortization expense has been calculated using the straight-line method over the estimated useful life. |
| (4) | To record the increased interest as of July 31, 2011 on the debt being incurred to finance the transaction, as discussed in footnote 1 above. Interest expense on the existing line of credit of $133,379 was estimated at $530 for the period using an interest rate of .53%, the interest rate on the revolving credit facility on the date of the drawdown . Interest on the notes payable of $75,000 was estimated to be $1,151 for the period using an interest rate of 2.21%. The unaudited pro forma condensed combined statement of income assumes a reduction in interest based on contractually required principal repayments of $5,555 at the beginning of the period but does not adjust for any anticipated principal payments. |
| (5) | Represents the federal and state income tax effect of the pro forma adjustments calculated using the U.S. statutory income tax rate of 35% adjusted for state taxes. The tax adjustment reflects the impact of combining Nordsons historical financial statements with Value Plastics results of operations and adjusting income before taxes for purchase accounting adjustments primarily related to expenses associated with incremental debt to finance the acquisition, increased depreciation on acquired property plant and equipment, and amortization resulting from the estimated fair value adjustments to intangible assets. |
(5) Description of Pro Forma Adjustments, as presented on the October 31, 2010 Statement of Income
| a. | This column represents the historical unaudited consolidated statement of income of Nordson for the nine months ended July 31, 2011. |
| b. | This column represents the historical unaudited consolidated statement of income of Value Plastics for the nine months ended June 30, 2011. This statement of income contains an overlapping period for the one month ended October 31, 2010 with the statement of income for the nine months ended July 31, 2011. |
| c. | This column represents the purchase price adjustments for the acquisition of Value Plastics as follows: |
| (1) | To record the elimination of intercompany sales of ($530) and cost of sales ($171). |
| (2) | To record pro forma depreciation expense of $21 resulting from the change in basis of acquired identifiable property plant and equipment. |
| (3) | To record pro forma amortization expense of $3,829 on the portion of the purchase price allocated to intangible assets, less $5,486 of historical amortization expense, as follows: |
|
Preliminary
Fair Value |
Estimated Useful
Life (years) |
Estimated
Amortization (i) |
||||||||||
|
Trademark / Trade Name Asset |
$ | 15,400 | 20 | $ | 770 | |||||||
|
Technology and Know-how |
18,500 | 15 | 1,233 | |||||||||
|
Restrictive Covenants |
420 | 2 | 210 | |||||||||
|
Customer Contracts and Related Relationships |
40,400 | 25 | 1,616 | |||||||||
|
|
|
|
|
|||||||||
| $ | 74,720 | $ | 3,829 | |||||||||
|
|
|
|
|
|||||||||
| (i) | Amortization expense has been calculated using the straight-line method over the estimated useful life. |
| (4) |
To record the increased interest as of October 31, 2010 on the debt being incurred to finance the transaction, as discussed in footnote 1 above. Interest expense on the existing line of credit of $133,379 was estimated at $707 for the period using an interest rate of .53%, the interest rate on the revolving credit facility on the date of the |
8
Notes to Unaudited Pro Forma Condensed Combined Financial Data
(Dollar Amounts are Presented in Thousands)
| drawdown . Interest on the notes payable of $75,000 was estimated to be $1,657 for the period using an interest rate of 2.21%. The unaudited pro forma condensed combined statement of income does not assume a reduction in interest based on any anticipated principal payments. |
| (5) | Represents the federal and state income tax effect of the pro forma adjustments calculated using the U.S. statutory income tax rate of 35% adjusted for state taxes. The tax adjustment reflects the impact of combining Nordsons historical financial statements with Value Plastics results of operations and adjusting income before taxes for purchase accounting adjustments primarily related to expenses associated with incremental debt to finance the acquisition, increased depreciation on acquired property plant and equipment, and amortization resulting from the estimated fair value adjustments to intangible assets. |
9
Notes to Unaudited Pro Forma Condensed Combined Financial Data
(Dollar Amounts are Presented in Thousands)
(6) Value Plastics unaudited consolidated financial data for overlapping period
The unaudited pro forma condensed combined statement of income for the twelve months ended October 31, 2010 was prepared as if the acquisition had taken place on November 1, 2009. The unaudited pro forma condensed combined statement of income for the nine months ended July 31, 2011 was also prepared as if the acquisition had taken place on November 1, 2009. The statements are intended to show the impact the acquisition with Value Plastics would have had on the last full fiscal year of income and through the latest reported fiscal quarters income, had Value Plastics been operating as one of the Companys business subsidiaries during these periods.
Prior to completion of the acquisition on August 26, 2011, Value Plastics fiscal year
end was December 31. Value Plastics most recent available unaudited interim financial statements prior to the acquisition were for the six months ended June 30, 2011. In order to present a pro forma statement of income for a
comparable period to that of Nordson, it was necessary to combine Value Plastics unaudited results of income for the six months ended June 30, 2011 with their unaudited results of income for the three months ended December 31, 2010.
Accordingly, the accompanying pro forma statements of income present results of overlapping periods. The overlapping period of the month ended October 31 is presented as the first month in the nine months ended July 31, 2011 unaudited pro
forma statement of income and the last month in the twelve months ended October 31, 2010 unaudited pro forma statements of income. The following schedule presents the unaudited results for the period of overlap, reconciled to the twelve months
Value Plastics
Unaudited condensed combined statement of income for the twelve months ended Oct 31, 2010
| Historical Balances (a) | ||||||||||||
|
11 months
September 30, 2010 |
1 month
October 31, 2010 |
Combined 12 months | ||||||||||
|
Sales |
$ | 24,019 | $ | 2,239 | $ | 26,258 | ||||||
|
Operating costs and expenses: |
||||||||||||
|
Cost of sales |
5,952 | 624 | 6,576 | |||||||||
|
Selling and administrative expenses |
11,187 | 1,008 | 12,195 | |||||||||
|
|
|
|
|
|
|
|||||||
| 17,139 | 1,632 | 18,771 | ||||||||||
|
|
|
|
|
|
|
|||||||
|
Operating profit |
6,880 | 607 | 7,487 | |||||||||
|
Other income (expense): |
||||||||||||
|
Interest expense |
(3,284 | ) | (301 | ) | (3,585 | ) | ||||||
|
Other net |
9 | 3 | 12 | |||||||||
|
|
|
|
|
|
|
|||||||
| (3,275 | ) | (298 | ) | (3,573 | ) | |||||||
|
|
|
|
|
|
|
|||||||
|
Income (loss) before income taxes |
3,605 | 309 | 3,914 | |||||||||
|
Income tax expense |
1,412 | 119 | 1,531 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Net income (loss) |
$ | 2,193 | $ | 190 | $ | 2,383 | ||||||
|
|
|
|
|
|
|
|||||||
(a) Certain reclassifications have been made to conform to Nordsons presentation.
10