ndsn-20220131

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-7977

____________________________________________________

NORDSON CORPORATION

(Exact name of registrant as specified in its charter)

___________________________________________________

Ohio

(State or other jurisdiction of incorporation or organization)

28601 Clemens Road

Westlake, Ohio

(Address of principal executive offices)

34-0590250

(I.R.S. Employer Identification No.)

44145

(Zip Code)

(440) 892-1580

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange
On Which Registered

Common Shares, without par value

NDSN

Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Shares, without par value as of February 22, 2022: 57,940,570

Table of Contents


PART I – FINANCIAL INFORMATION			3

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)			3
Condensed Consolidated Statements of Income			3
Condensed Consolidated Statements of Comprehensive Income			4
Condensed Consolidated Balance Sheets			5
Condensed Consolidated Statements of Shareholders' Equity			6
Condensed Consolidated Statements of Cash Flows			7
Notes to Condensed Consolidated Financial Statements			8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			19
Overview			19
Critical Accounting Policies and Estimates			19
Results of Operations			19
Financial Condition			21
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			22
ITEM 4. CONTROLS AND PROCEDURES			22

PART II – OTHER INFORMATION			23

ITEM 1. LEGAL PROCEEDINGS			23
ITEM 1A. RISK FACTORS			23
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			23
ITEM 6. EXHIBITS			23

SIGNATURE			24

Page 2

Table of Contents

Nordson Corporation

Part I – FINANCIAL INFORMATION


ITEM 1.			FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidated Statements of Income


	Three Months Ended
(In thousands, except for per share data)	January 31, 2022		January 31, 2021
Sales	$	609,166	$	526,566
Operating costs and expenses:
Cost of sales	269,032		236,606
Selling and administrative expenses	184,274		180,935

	453,306		417,541
Operating profit	155,860		109,025
Other income (expense):
Interest expense	(5,650)		(6,932)
Interest and investment income	465		380
Other - net	1,292		(4,661)
	(3,893)		(11,213)
Income before income taxes	151,967		97,812
Income taxes	31,558		20,230
Net income	$	120,409	$	77,582
Average common shares	58,152		58,059
Incremental common shares attributable to equity compensation	667		696
Average common shares and common share equivalents	58,819		58,755
Basic earnings per share	$	2.07	$	1.34
Diluted earnings per share	$	2.05	$	1.32

See accompanying notes.

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Nordson Corporation

Condensed Consolidated Statements of Comprehensive Income


	Three Months Ended
(In thousands)	January 31, 2022		January 31, 2021
Net income	$	120,409	$	77,582
Components of other comprehensive income (loss):
Foreign currency translation adjustments	(13,358)		28,433
Amortization of prior service cost and net actuarial losses, net of tax	3,060		2,997
Total other comprehensive income	(10,298)		31,430
Total comprehensive income	$	110,111	$	109,012

See accompanying notes.

Page 4

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Nordson Corporation

Condensed Consolidated Balance Sheets


(In thousands)
Assets
Current assets:	January 31, 2022		October 31, 2021
Cash and cash equivalents	$	170,539	$	299,972
Receivables - net	465,721		489,389
Inventories - net	366,380		327,195
Prepaid expenses and other current assets	51,595		48,282

Total current assets	1,054,235		1,164,838
Property, plant and equipment - net	361,567		355,565
Operating right of use lease assets	111,760		110,851
Goodwill	1,836,485		1,713,148
Intangible assets - net	374,149		357,367
Deferred income taxes	18,733		11,381
Other assets	78,061		77,811
Total assets	$	3,834,990	$	3,790,961

Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	96,503	$	91,689
Income taxes payable	30,863		16,636
Accrued liabilities	159,245		201,992
Customer advanced payments	85,594		77,868
Current maturities of long-term debt and notes payable	34,149		34,188
Operating lease liability - current	17,358		17,222
Finance lease liability - current	5,755		5,799

Total current liabilities	429,467		445,394
Long-term debt	773,191		781,709
Operating lease liability - noncurrent	98,459		97,685
Finance lease liability - noncurrent	14,670		14,944
Deferred income taxes	99,129		88,467
Pension obligations	78,112		80,584
Postretirement obligations	83,101		82,652
Other long-term liabilities	40,233		40,396
Shareholders' equity:
Common shares	12,253		12,253
Capital in excess of stated value	598,772		585,334
Retained earnings	3,355,712		3,265,027
Accumulated other comprehensive loss	(186,133)		(175,835)
Common shares in treasury, at cost	(1,561,976)		(1,527,649)
Total shareholders' equity	2,218,628		2,159,130
Total liabilities and shareholders' equity	$	3,834,990	$	3,790,961

See accompanying notes.

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Nordson Corporation

Condensed Consolidated Statements of Shareholders’ Equity


	Three months ended January 31, 2022
(In thousands, except for share and per share data)	Common Shares		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Shares in Treasury, at cost		TOTAL
November 1, 2021	$	12,253	$	585,334	$	3,265,027	$	(175,835)	$	(1,527,649)	$	2,159,130
Shares issued under company stock and employee benefit plans	—		5,046		—		—		675		5,721
Stock-based compensation	—		8,392		—		—		—		8,392
Purchase of treasury shares (147,784 shares)	—		—		—		—		(35,002)		(35,002)
Dividends paid ($0.51 per share)	—		—		(29,724)		—		—		(29,724)
Net income	—		—		120,409		—		—		120,409

Other Comprehensive Income:
Foreign currency translation adjustments	—		—		—		(13,358)		—		(13,358)
Defined benefit pension and post-retirement plans adjustment	—		—		—		3,060		—		3,060
January 31, 2022	$	12,253	$	598,772	$	3,355,712	$	(186,133)	$	(1,561,976)	$	2,218,628

SEC Form 10-Q filed by Nordson Corporation