Amended Current Report


 

 

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

(Registrant’s 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 Company’s 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 auditor’s 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
Number

   
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 AUDITOR’S REPORT

December 31, 2010 and 2009


TABLE OF CONTENTS

 

Independent Auditor’s 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 AUDITOR’S 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 Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States 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 Company’s 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 Company’s corporate income tax reporting process began in 2005. All years of the Company’s 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 Company’s 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 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 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, respectively.

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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s contribution is based on matching 50% of the first 3% of employee salary. The Company’s 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 Company’s 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

Table of Contents

Exhibit 99.2

VP ACQUISITIONS HOLDINGS, INC.

UNAUDITED FINANCIAL STATEMENTS

June 30, 2011 and 2010


Table of Contents

TABLE OF CONTENTS

 

Balance Sheets

     1   

Statements of Operations and Changes in Shareholders’ Equity

     2   

Statements of Cash Flows

     3   

Notes to Financial Statements

     4   


Table of Contents

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


Table of Contents

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


Table of Contents

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


Table of Contents

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 Company’s 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


Table of Contents

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


Table of Contents

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 Company’s corporate income tax reporting process began in 2005. All years of the Company’s 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


Table of Contents

VP ACQUISITION HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 2 – INTANGIBLE ASSETS AND GOODWILL

The Company’s 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


Table of Contents

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 Company’s 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


Table of Contents

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 Company’s contribution is based on matching 50% of the first 3% of employee salary. The Company’s 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 Company’s debt or equity securities.

 

9


Table of Contents

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 Nordson’s 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 Nordson’s 2010 fiscal year, and combines Nordson’s 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 Nordson’s 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, Nordson’s 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 company’s 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 Nordson’s 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 Nordson’s 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 Nordson’s 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 Nordson’s 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 quarter’s income, had Value Plastics been operating as one of the Company’s 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 ended October 31, 2010:

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 Nordson’s presentation.

 

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