Nordson Corporation 11-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark one)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2005
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934 |
For the transition period from to
Commission file number
A. |
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Full title of the plan and the address of the plan, if different from that of
the issuer named below: |
NORDSON EMPLOYEES SAVINGS TRUST PLAN
B. |
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Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office: |
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Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145 |
NORDSON EMPLOYEES SAVINGS TRUST PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
DECEMBER 31, 2005 AND 2004
AND YEAR ENDED DECEMBER 31, 2005
with
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TABLE OF CONTENTS
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3 |
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Financial statements |
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4 |
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5 |
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6-12 |
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Supplemental information |
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13 |
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Exhibit-23 Consent of Independent Registered Public Accounting Firm |
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EX-23 Consent |
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Retirement Committee and Participants
Nordson Employees Savings Trust Plan
We have audited the accompanying statements of net assets available for benefits of the Nordson
Employees Savings Trust Plan as of December 31, 2005 and 2004, and the related statement of
changes in net assets available for benefits for the year ended December 31, 2005. These financial
statements are the responsibility of the Plans management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and 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 net assets available for benefits of the Plan at December 31, 2005 and 2004, and the
changes in its net assets available for benefits for the year ended December 31, 2005, in
conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedule of assets (held at end of the year) as of
December 31, 2005 is presented for purposes of additional analysis and is not a required part of
the financial statements but is supplementary information required by the Department of Labors
Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974. This supplemental schedule is the responsibility of the Plans management. The
supplemental schedule has been subjected to the auditing procedures applied in our audits of the
financial statements and, in our opinion, is fairly stated in all material respects in relation to
the financial statements taken as a whole.
Cleveland, Ohio
June 27, 2006
3
NORDSON EMPLOYEES SAVINGS TRUST PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2005 AND 2004
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2005 |
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2004 |
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Investments, at fair value |
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$ |
223,115,957 |
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$ |
209,751,149 |
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Employer contribution receivable |
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128,538 |
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138,131 |
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Net assets available for benefits |
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$ |
223,244,495 |
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$ |
209,889,280 |
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See accompanying notes.
4
NORDSON EMPLOYEES SAVINGS TRUST PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2005
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Additions: |
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Investment income: |
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Net appreciation in fair value of investments |
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4,147,873 |
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Interest and dividends |
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6,201,621 |
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10,349,494 |
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Contributions: |
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Employer |
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2,908,764 |
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Employee |
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9,034,972 |
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Rollovers |
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498,484 |
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12,442,220 |
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Transfer from a plan: |
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Slautterback Corporation 401(k) Profit Sharing Plan |
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587,947 |
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Total additions |
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23,379,661 |
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Deductions: |
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Benefit payments and withdrawals |
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(10,024,446 |
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Net increase |
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13,355,215 |
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Net assets available for benefits
at beginning of year |
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209,889,280 |
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Net assets available for benefits
at end of year |
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$ |
223,244,495 |
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See accompanying notes.
5
NORDSON EMPLOYEES SAVINGS TRUST PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004
AND YEAR ENDED DECEMBER 31, 2005
1. Summary of Significant Accounting Policies
Method of accounting Transactions of the Nordson Employees Savings Trust Plan
(Plan) are accounted for using the accrual method.
Investment valuation Investments in equity and debt securities, traded on a national
exchange, and mutual funds are valued at the market price on the last business day of the Plan
year. Securities traded in the over-the-counter market are valued at the mean between the last
reported bid and asked prices. Deposits under group annuity contracts are valued at the fair value
as reported by the insurance companies. Guaranteed investment contracts are valued at contract
value which represents contributions and reinvested income, less any withdrawals plus accrued
interest, because these investments have fully benefit-responsive features. For example,
participants may ordinarily direct the withdrawal or transfer of all or a portion of their
investment at contract value. However, withdrawals influenced by Company-initiated events, such as
in connection with the sale of a business, may result in a distribution at other than contract
value. There are no reserves against contract value for credit risk of contract issues or
otherwise. The fair value of the investment contract at December 31, 2005 and 2004 was $37,242,827
and $35,762,382. The average yield and crediting interest rate was approximately 4.0% for 2005 and
2004. The crediting rate for this investment contract is reset annually by the issuer but cannot
be less than zero. The Plans investments include the KeyBank NA Managed Guaranteed Investment
Contract Fund, which contains guaranteed investment contracts as the primary underlying asset.
Loans are valued at their outstanding balances, which approximate fair value.
Income tax status The Plan has received a determination letter from the Internal
Revenue Service dated December 12, 2003, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation.
Subsequent to this determination by the Internal Revenue Service, the plan was amended. Once
qualified, the Plan is required to operate in conformity with the Code to maintain its
qualification. The plan administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code, and, therefore, believes that the Plan, as amended, is
qualified and the related trust is tax exempt.
Employee taxation Employee before tax contributions, Nordson Corporation (Company)
contributions, forfeitures allocated, and earnings on the participants account are not subject to
tax until distributed from the Plan.
Other Purchases and sales of securities are recorded on a trade date basis. Gains or
losses on sales of securities are based on the average cost of securities.
Interest is calculated and paid using money market interest rates on late transfers of money
between the various funds. This is done to record the proper investment earnings within each fund.
6
NORDSON EMPLOYEES SAVINGS TRUST PLAN
NOTES TO FINANCIAL STATEMENTSCONTINUED
1. Summary of Significant Accounting Policies (continued)
Use of estimates The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual results could differ
from those estimates.
Plan
Mergers Effective December 15, 2005, the Slautterback Corporation 401(k) Profit
Sharing Plan was merged into the Plan. The assets of the Slautterback Corporation 401(k) Profit
Sharing Plan were transferred to the Plan. New York Life Investment Management LLC was the trustee
for both plans.
2. Investments
During 2005, the Plans investments (including investments purchased, sold, as well as held during
the year) appreciated (depreciated) in fair value as follows:
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Net appreciation (depreciation) |
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in fair value of investments |
Mutual funds |
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$ |
2,814,819 |
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Common/collective trust funds |
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646,407 |
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Annuities |
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(2,771 |
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Nordson Corporation common stock |
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689,418 |
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$ |
4,147,873 |
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Investments that represent 5% or more of the fair value of the Plans net assets at December 31,
2005 and 2004 are as follows:
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2005 |
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2004 |
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Baron Small Cap Fund |
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$ |
15,864,577 |
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$ |
13,174,484 |
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Franklin Capital Growth Fund (A) |
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$ |
19,996,955 |
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Hartford Life GIC #2374-A |
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37,242,827 |
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35,762,382 |
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KeyBank NA Managed Guaranteed Investment
Contract Fund |
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14,846,205 |
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16,020,279 |
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Mainstay
S&P 500 Index Fund I |
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31,417,630 |
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30,192,470 |
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Mainstay Large Cap Growth I |
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19,934,868 |
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Mainstay Balanced Fund I |
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14,566,523 |
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11,436,136 |
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MFS Intl New Discovery A |
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19,327,588 |
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13,665,337 |
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Nordson Corporation Common Stock* |
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43,033,003 |
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44,770,011 |
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PIMCO Total Return Fund (Admin) |
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11,253,278 |
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* Nonparticipant-directed
7
NORDSON EMPLOYEES SAVINGS TRUST PLAN
NOTES TO FINANCIAL STATEMENTSCONTINUED
2. Investments (continued)
Information about the net assets and the significant components of changes in net assets related to
nonparticipant-directed investments, which are included within the
Nordson Corporation Stock Fund and the Mainstay Cash Reserves Fund I, is as follows:
Nordson Match Stock Fund
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December 31, 2005 |
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December 31, 2004 |
Net assets: |
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Nordson Corporation common stock |
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$ |
7,657,636 |
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$ |
8,023,737 |
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Money market funds |
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404,450 |
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385,985 |
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$ |
8,062,086 |
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$ |
8,409,722 |
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Year ended |
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December 31, 2005 |
Changes in net assets: |
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Contributions |
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$ |
391,783 |
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Interest and dividend income |
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148,072 |
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Net realized and unrealized gains |
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20,482 |
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Distributions to participants |
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(308,689 |
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Net transfers to participant-directed funds |
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(599,284 |
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$ |
(347,636 |
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Nordson ESOP Stock Fund
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December 31, 2005 |
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December 31, 2004 |
Net assets: |
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Nordson Corporation common stock |
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$ |
20,861,192 |
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$ |
21,309,466 |
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Money market funds |
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176,032 |
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157,079 |
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$ |
21,037,224 |
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$ |
21,466,545 |
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Year ended |
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December 31, 2005 |
Changes in net assets: |
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Net appreciation in fair value of common stock |
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$ |
159,159 |
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Interest income |
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21,280 |
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Investment expenses |
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(710 |
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Nordson Corporation common stock dividends |
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338,307 |
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Distributions |
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(874,579 |
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Net transfers to participant-directed funds |
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(72,778 |
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$ |
(429,321 |
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8
NORDSON EMPLOYEES SAVINGS TRUST PLAN
NOTES TO FINANCIAL STATEMENTSCONTINUED
3. Contributions and Benefits
The Plan is a defined contribution plan covering salaried, full-time participating domestic
employees and part-time domestic employees who work at least 1,000 hours annually, of the Company.
A participant may elect to have contributions made to the Plan on his behalf of not less than
1% and not more than 16% of his annual compensation. A participant may elect to make contributions
either as before-tax deferred compensation contributions through a salary reduction arrangement
under Section 401(k) of the Internal Revenue Code, or as after-tax voluntary contributions, or as a
combination of the two. After-tax voluntary contributions may be made by payroll deductions or by
lump sum payments. A participant may suspend contributions under the Plan at any time by filing a
written notice with the Company and the Retirement Committee. After such a suspension, a
participant may resume his contributions as of any subsequent enrollment date by filing a written
notice with the Company and the Retirement Committee.
Employees are permitted to participate in the Plan immediately upon their date of hire. The
Plan provides participants with the opportunity to change the amount of their contributions and
investment elections on a daily basis.
The Company makes contributions equal to 50% of each participants contributions which were
attributable to the first 6% of compensation, subject to Plan restrictions. The Company also may
make discretionary contributions if authorized by its Board of Directors.
A separate account in each fund is maintained for each participant. The account balances for
participants are adjusted periodically, as follows:
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As of the date with respect to which the contribution was earned. |
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b) |
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Daily for a pro rata share of each respective Funds net investment
income, determined by the percentage of increase or decrease in the value of the
fund. |
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c) |
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Annually for a pro rata share of forfeitures, determined by the
ratio that each active participants percentage of regular contribution (1 to 6%)
for the plan year bears to the aggregate percentage of employees regular
contributions for such plan year of all active participants. However, no
forfeitures of a participants account shall be allocated prior to the earlier of
a five year period commencing from the date on which the participants employment
was terminated or upon the participant requesting distribution. |
9
NORDSON EMPLOYEES SAVINGS TRUST PLAN
NOTES TO FINANCIAL STATEMENTSCONTINUED
3. Contributions and Benefits (continued)
Upon retirement after age 62, or death or disability if earlier, the balance in the separate
account is paid to the participant or his beneficiaries either in lump sum or in installments.
Until distribution, each account shall participate in the allocation of earnings and appreciation
of assets.
If the employment of a participant is terminated for any cause other than death or total
disability prior to the attainment of the age of 62 years, there shall be a distribution based on
the number of years the participant participated in the Plan. The portion of the account to be
distributed will be equal to all the employees contributions and related earnings, plus 20% of the
remainder of the balance (the employers matching contribution, forfeitures and related earnings)
in the separate account for each full year of participation in the Plan up to 100%. Any portion
not distributed shall be forfeited.
While the Company has not expressed any intent to do so, the Company has the right under the
Plan to discontinue its contributions at anytime and to terminate the Plan subject to the provisions of
ERISA. In the event of termination, each participant automatically becomes vested to the extent of
the balance in his separate accounts.
4. Investment Programs
Each participant may direct that all of his contributions and, when the participant is fully
vested or attains age 55, all matching employer contributions, be invested jointly in 10%
increments in any of the investment funds offered by the Plan.
For participants not fully vested and less than 55 years old, all Company matching
contributions are deposited in the Nordson Match Stock Fund.
The Plan allows participants to borrow money from their fund accounts. The loans plus
interest, at the prime commercial interest rate charged by the Trustee as of the date the loan
application is processed, must be repaid in equal installments over the term of the loan. The term
cannot be less than six months or greater than five years. Participants may repay the entire
balance of the loan in a single lump sum without penalty. The maximum amount a participant may
have outstanding is the lesser of $50,000 or 50% of the value of the participants nonforfeitable
balance in the Plan.
5. ESOP Feature
Effective October 1, 2000, the Nordson Corporation Non-Union Employees Stock Ownership Plan
was merged into the Plan. As a result of the merger and transfer of participant accounts, an ESOP
feature is now maintained under the Plan.
10
NORDSON EMPLOYEES SAVINGS TRUST PLAN
NOTES TO FINANCIAL STATEMENTSCONTINUED
5. ESOP Feature (continued)
The Company ESOP contribution for each Plan year shall be such amount, if any, as the Board of
Directors of the Company shall determine by action specifying the amount of the contribution and
the Plan year for which it is being made. The employers contribution can be paid in either cash
or in Nordson Corporation common shares, or partly in each. For 2005, there was no ESOP
contribution to the Plan.
Separate accounts are maintained for each participant. The participant account balances are
adjusted for the employer contributions and forfeitures, which are allocated to each participants
account in the ratio that each participants annual compensation bears to the aggregate annual
compensation of all participants. If the employer makes a stock contribution, each participant
will receive at least one share of Nordson Corporation common stock. Participant accounts are also
adjusted for the change in fair value and earnings of assets of the Nordson ESOP Stock fund.
Unless the Plan committee directs that dividends earned by shares in the ESOP fund are to be
paid to the trustee and reinvested in the respective funds, the committee will direct the Company
to pay the dividends in cash directly to eligible participants, or in cash to the trustee for
distribution to the eligible participants.
An employee who has participated under the Plan for ten or more years and who has attained age
55 may elect, during their qualified period, to transfer up to 25 percent of the aggregate balance
of their separate ESOP account to the participants regular Plan account. For the last Plan year
in their qualified period they may elect to transfer up to 50 percent of the aggregate balance of
their separate account. The qualified period is the six Plan year period beginning with the Plan
year following the Plan year in which the participant attains age 55 or completes ten years as a
participant, whichever is later.
Upon retirement on or after age 65, or death or disability if earlier, or termination of
employment in the case of vested benefits, the balance in the separate account is paid to the
participant or their beneficiaries in a lump sum. The participant or their beneficiaries may elect
to receive the distribution in cash or common shares of Nordson Corporation. Until distribution,
each account shall be eligible to participate in the allocation of dividends and earnings.
If the employment of a participant is terminated for any cause other than death or total
disability prior to the attainment of the age of 65 years, any distribution will be based on the
vested portion of the participants account balance. The participants account vests at the rate
of 20% per full year of the participants service with the Company. Any portion not vested at the
time of termination (other than due to death or permanent disability or attainment of age 65) shall
be forfeited.
11
NORDSON EMPLOYEES SAVINGS TRUST PLAN
NOTES TO FINANCIAL STATEMENTSCONTINUED
6. Transactions with Parties-in-Interest
Certain legal, accounting and administrative expenses are paid by the Company. Trustee fees
are paid from the Trust. Other than as described above and in the notes to the financial
statements, the Plan has not had agreements or transactions with parties-in-interest.
7. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to
various risks such as interest rate, market and credit risks. Due to the level of risk associated
with certain investment securities, it is at least reasonably possible that changes in the values
of investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the statements of net assets available
for benefits.
12
NORDSON EMPLOYEES SAVINGS TRUST PLAN
EIN: 34-0590250 PLAN : 002
SCHEDULE H, LINE 4(i)
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2005
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Identity of Issue |
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Description of Investment |
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Cost ** |
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Current Value |
Nordson Corporation common stock* |
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1,062,281 shares |
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$ |
26,098,880 |
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$ |
43,033,003 |
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Hartford Life |
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GIC #2374-A, 4.0% |
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37,242,827 |
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Mainstay S&P 500 Index Fund I |
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1,092,407 shares |
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31,417,630 |
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Mainstay Large Cap Growth I |
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3,572,557 shares |
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19,934,868 |
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KeyBank NA Managed Guaranteed Investment Contract Fund |
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767,865 shares |
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14,846,205 |
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MFS Intl New Discovery A |
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810,721 shares |
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19,327,588 |
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Baron Small Cap Fund |
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684,703 shares |
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15,864,577 |
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Mainstay Balanced Fund I |
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553,439 shares |
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14,566,523 |
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Mainstay Cash Reserves Fund I |
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10,611,846 shares |
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10,611,846 |
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10,789,119 |
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PIMCO Total Return Fund (Admin) |
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1,071,741 shares |
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11,253,278 |
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National Western Annuities |
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103,084 shares |
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103,084 |
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Participant Loans* |
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At interest rates ranging from
4.00% to 10.50%, with maturities of varying dates |
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4,737,255 |
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$ |
223,115,957 |
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* |
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Indicates party-in-interest to the Plan |
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** |
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Historical cost provided only for nonparticipant-directed investments |
13
Exhibits
The following exhibits are filed herewith:
Exhibit No.
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(23) |
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Consent of Independent Registered Public
Accounting Firm |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other
persons who administer the employee benefit plan) have duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
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NORDSON EMPLOYEES SAVINGS TRUST PLAN |
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Date: June 29, 2006 |
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By
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/s/ PETER S. HELLMAN
Peter S. Hellman
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President, Chief Financial
and Administrative Officer |
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Nordson Corporation |
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By
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/s/ GREGORY A. THAXTON
GREGORY A. THAXTON
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Controller and Chief
Accounting Officer |
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Nordson Corporation |
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