-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QLETRnkh+Pa9GfgLDyeDNhSM5UE6QD3o/5sF4XSEsfMXl0aXYchkVymql7LwRAmu B2gRO0JUyicTeCKWTrU9GQ== 0000891092-03-001182.txt : 20030528 0000891092-03-001182.hdr.sgml : 20030528 20030528084920 ACCESSION NUMBER: 0000891092-03-001182 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030528 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORDSON CORP CENTRAL INDEX KEY: 0000072331 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 340590250 STATE OF INCORPORATION: OH FISCAL YEAR END: 1103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07977 FILM NUMBER: 03720686 BUSINESS ADDRESS: STREET 1: 28601 CLEMENS RD CITY: WESTLAKE STATE: OH ZIP: 44145 BUSINESS PHONE: 2168921580 MAIL ADDRESS: STREET 1: 28601 CLEMENS ROAD CITY: WESTLAKE STATE: OH ZIP: 44145 8-K 1 e14937_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2003 NORDSON CORPORATION (Exact name of registrant as specified in its charter) OHIO (State or other jurisdiction of incorporation or organization) 0-7977 34-0590250 (Commission file number) (I.R.S. Employer Identification No.) 28601 Clemens Road, Westlake, Ohio (Address of principal executive offices) 44145 (Zip Code) (440) 892-1580 (Registrant's telephone number, including area code) Page 1 Item 7. Financial Statements and Exhibits c.) Exhibits Press release of Nordson Corporation dated May 28, 2003. Item 9. Regulation FD Disclosure (Information provided under Item 12) On May 28, 2003, Nordson Corporation issued a press release relating to its results of operations for the second quarter of 2003. A copy is attached as Exhibit 99. 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: May 28, 2003 Nordson Corporation /s/ Peter S. Hellman Executive Vice President, Chief Financial and Administrative Officer (Principal Financial Officer and Chief Accounting Officer) /s/ Nicholas D. Pellecchia Vice President, Finance and Controller (Principal Financial Officer and Chief Accounting Officer) Page 2 Form 8-K Exhibit Index Exhibit Number - ------ 99 Press release of Nordson Corporation dated as of May 28, 2003. Page 3 EX-99 3 e14937ex_99.txt PRESS RELEASE Exhibit 99 WESTLAKE, Ohio, May 28 /PRNewswire-FirstCall/ -- Nordson Corporation (Nasdaq: NDSN) today announced sales and earnings for the second quarter, which ended May 4, 2003. Diluted earnings per share were $.24, compared with $.23 for the second quarter of 2002. Second-quarter pre-tax earnings included the effect of $1.4 million in severance and restructuring costs; prior-year pre-tax earnings were impacted by $814,000 for similar expenses. Worldwide sales for the second quarter of 2003 were $166.7 million, a 2 percent increase over sales of $163.5 million for the same period of 2002. A 5 percent decrease in sales volume was more than offset by a 7 percent increase traced to the translation of revenue denominated in various foreign currencies. Second-quarter sales volume for the Adhesive Dispensing segment was down 4 percent, while volumes for the Advanced Technology and Finishing segments were down 2 percent and 14 percent, respectively. In Nordson's four geographic regions, second-quarter volume was down 6 percent in North America, 9 percent in Europe, and 2 percent in the company's Pacific South region. In Japan, sales volume was up 8 percent. Backlog at the end of the second quarter was $66.4 million, up $21.0 million from the beginning of the fiscal year. For the first half of 2003, sales were up 1 percent to $312.0 million compared with $308.5 million for the first half of 2002. Favorable currency effects accounted for a 5 percent improvement in sales, which was offset by a 4 percent decline in sales volume. Earnings per share on a diluted basis were $.39, compared with $.40 for the same period last year. First-half sales volume for the company's Adhesive Dispensing and Finishing segments were each down 5 percent from 2002, while the Advanced Technology unit was flat relative to last year. "We've seen steady improvement in a number of our business units," said Edward P. Campbell, president and chief executive officer. "Year-to-date orders are up 2 percent with backlog approaching the level that existed a year ago at this time. However, this improvement has not yet carried over to orders for our larger systems, which has been impacted to a greater extent by the current economic downturn," Campbell added. Nordson will broadcast its second-quarter conference call on the investor relations page of the company's Web site, www.nordson.com , on Wednesday, May 28, 2003, at 2:00 p.m. EDT. For those unable to listen to the live broadcast, a replay will be available for 14 days after the event. Information about Nordson's investor relations and shareholder services is available from Barbara Price, manager, shareholder relations, at (440) 414-5344. Except for historical information and comparisons contained herein, statements included in this release may constitute "forward-looking statements," as defined by The Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors, as discussed in the company's filings with the Securities and Exchange Commission that could cause actual results to differ. Nordson Corporation is the world's leading producer of precision dispensing equipment. Nordson systems apply adhesives, sealants and coatings to a broad range of consumer and industrial products during manufacturing operations, helping customers meet quality, productivity and environmental targets. The company also manufactures technology-based systems for curing and surface treatment processes. Headquartered in Westlake, Ohio, Nordson has direct operations in 30 countries and 3,500 employees worldwide. A summary of sales, income and earnings is presented in the following tables. SECOND QUARTER PERIOD NORDSON CORPORATION Period Ending May 4, 2003 FINANCIAL HIGHLIGHTS (Unaudited) (Dollars in thousands except for per share amounts) CONSOLIDATED STATEMENT OF INCOME Second Quarter Year-to-Date 2003 2002 2003 2002 Net Sales $166,679 $163,526 $312,002 $308,483 Cost of sales (A) 73,582 75,644 139,648 140,847 Selling & administrative expenses 76,053 70,180 144,172 136,544 Severance and restructuring costs 1,446 814 1,468 814 Operating profit 15,598 16,888 26,714 30,278 Interest expense - net (4,352) (5,202) (8,751) (10,531) Other income - net 827 (74) 1,557 353 Income before income taxes 12,073 11,612 19,520 20,100 Income taxes 3,983 3,832 6,441 6,633 Net income $8,090 $7,780 $13,079 $13,467 Return on sales 5% 5% 4% 4% Return on average shareholders' equity 12% 12% 10% 10% (A) Includes $191 of restructuring charges in the second quarter of 2002. Average common shares outstanding (000's) 33,647 33,301 33,625 33,227 Average common shares and common share equivalents (000's) 33,798 33,846 33,779 33,621 Per share: Basic earnings $.24 $.23 $.39 $.41 Diluted earnings $.24 $.23 $.39 $.40 Dividends paid $.15 $.14 $.30 $.28 SECOND QUARTER PERIOD Period Ending May 4, 2003 (Unaudited) CONSOLIDATED BALANCE SHEET May 4, November 3, 2003 2002 Cash and marketable securities $7,633 $5,897 Receivables 130,652 135,662 Inventories 88,199 87,100 Prepaid expenses 46,271 45,914 Total current assets 272,755 274,573 Property, plant & equipment - net 120,760 118,773 Other assets 366,931 371,126 $760,446 $764,472 Notes payable and debt due within one year $101,667 $117,234 Accounts payable and accrued liabilities 123,577 135,413 Total current liabilities 225,244 252,647 Long-term debt 181,603 171,314 Other liabilities 74,505 71,621 Total shareholders' equity 279,094 268,890 $760,446 $764,472 Other information: Employees 3,504 3,572 Common shares outstanding (000's) 33,731 33,614 SECOND QUARTER PERIOD NORDSON CORPORATION Period Ending FINANCIAL HIGHLIGHTS May 4, 2003 (Dollars in thousands except for per-share amounts) (Unaudited) Second Quarter % Growth over 2002 SALES BY BUSINESS SEGMENT 2003 2002 Volume Currency Total Adhesive dispensing & nonwoven fiber systems $109,612 $104,107 -3.6% 8.9% 5.3% Coating & finishing systems 26,358 28,923 -14.4% 5.5% -8.9% Advanced technology systems 30,709 30,496 -2.0% 2.7% 0.7% Total sales by business segment $166,679 $163,526 -5.3% 7.2% 1.9% Second Quarter OPERATING PROFIT BY BUSINESS SEGMENT 2003 2002 Adhesive dispensing & nonwoven fiber systems $22,789 $23,024 Coating & finishing systems (385) 643 Advanced technology systems 3,981 2,091 Corporate (10,787) (8,870) Total operating profit by business segment $15,598 $16,888 Second Quarter % Growth over 2002 SALES BY GEOGRAPHIC REGION 2003 2002 Volume Currency Total North America $69,086 $72,903 -5.7% 0.5% -5.2% Europe 60,918 56,306 -9.2% 17.4% 8.2% Japan 17,708 14,907 8.0% 10.8% 18.8% Pacific South 18,967 19,410 -2.2% -0.1% -2.3% Total Sales by Geographic Region $166,679 $163,526 -5.3% 7.2% 1.9% Second Quarter SELECTED SUPPLEMENTAL INFORMATION 2003 2002 Depreciation and amortization $7,155 $6,875 Capital expenditures $1,265 $4,068 Dividends paid $5,047 $4,648 SECOND QUARTER PERIOD NORDSON CORPORATION Period Ending FINANCIAL HIGHLIGHTS May 4, 2003 (Dollars in thousands except for per-share amounts) (Unaudited) Year-to-Date % Growth over 2002 SALES BY BUSINESS SEGMENT 2003 2002 Volume Currency Total Adhesive dispensing & nonwoven fiber systems $197,490 $194,886 -5.4% 6.7% 1.3% Coating & finishing systems 55,332 55,744 -5.1% 4.4% -0.7% Advanced technology systems 59,180 57,853 -0.1% 2.4% 2.3% Total sales by business segment $312,002 $308,483 -4.4% 5.5% 1.1% Year-to-Date OPERATING PROFIT BY BUSINESS SEGMENT 2003 2002 Adhesive dispensing & nonwoven fiber systems $35,205 $38,191 Coating & finishing systems 387 723 Advanced technology systems 6,409 4,930 Corporate (15,287) (13,566) Total operating profit by business segment $26,714 $30,278 Year-to-Date % Growth over 2002 SALES BY GEOGRAPHIC REGION 2003 2002 Volume Currency Total North America $127,239 $144,776 -12.4% 0.3% -12.1% Europe 113,446 102,325 -3.6% 14.5% 10.9% Japan 35,626 27,445 23.6% 6.2% 29.8% Pacific South 35,691 33,937 5.4% -0.2% 5.2% Total Sales by Geographic Region $312,002 $308,483 -4.4% 5.5% 1.1% Year-to-Date SELECTED SUPPLEMENTAL INFORMATION 2003 2002 Depreciation and amortization $14,203 $13,585 Capital expenditures $2,257 $7,180 Dividends paid $10,085 $9,288 -----END PRIVACY-ENHANCED MESSAGE-----