ndsn-20230131

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, 2023


☐			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 21, 2023: 57,260,973

Table of Contents


PART I – FINANCIAL INFORMATION			3

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)			3
Condensed Consolidated Statements of Income			3
Consolidated Statements of Comprehensive Income			4
Consolidated Balance Sheets			5
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			20
Overview			20
Critical Accounting Policies and Estimates			20
Results of Operations			21
Financial Condition			22
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			23
ITEM 4. CONTROLS AND PROCEDURES			23

PART II – OTHER INFORMATION			24

ITEM 1. LEGAL PROCEEDINGS			24
ITEM 1A. RISK FACTORS			24
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			24
ITEM 6. EXHIBITS			25

SIGNATURE			26

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, 2023		January 31, 2022
Sales	$	610,477	$	609,166
Operating costs and expenses:
Cost of sales	281,610		269,032
Selling and administrative expenses	184,648		184,274

	466,258		453,306
Operating profit	144,219		155,860
Other income (expense):
Interest expense	(10,530)		(5,650)
Interest and investment income	587		465
Other - net	(3,196)		1,292
	(13,139)		(3,893)
Income before income taxes	131,080		151,967
Income taxes	26,819		31,558
Net income	$	104,261	$	120,409
Average common shares	57,170		58,152
Incremental common shares attributable to equity compensation	592		667
Average common shares and common share equivalents	57,762		58,819
Basic earnings per share	$	1.82	$	2.07
Diluted earnings per share	$	1.81	$	2.05

See accompanying notes.

Page 3

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Nordson Corporation

Consolidated Statements of Comprehensive Income


	Three Months Ended
(In thousands)	January 31, 2023		January 31, 2022
Net income	$	104,261	$	120,409
Components of other comprehensive income (loss):
Foreign currency translation adjustments	76,821		(13,358)

Pension and other postretirement plan adjustments, net of tax	(576)		3,060
Total other comprehensive income (loss)	76,245		(10,298)
Total comprehensive income	$	180,506	$	110,111

See accompanying notes.

Page 4

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Nordson Corporation

Consolidated Balance Sheets


(In thousands)
Assets
Current assets:	January 31, 2023		October 31, 2022
Cash and cash equivalents	$	121,994	$	163,457
Receivables - net	546,649		537,313
Inventories - net	447,727		383,398
Prepaid expenses and other current assets	62,046		48,803

Total current assets	1,178,416		1,132,971
Goodwill	2,107,113		1,804,693
Intangible assets - net	377,835		329,402
Property, plant and equipment - net	361,447		353,442
Operating right of use lease assets	111,375		102,279
Deferred income taxes	11,994		10,447
Other assets	89,243		87,141
Total assets	$	4,237,423	$	3,820,375

Liabilities and shareholders' equity
Current liabilities:
Current maturities of long-term debt and notes payable	$	420,947	$	392,537
Accrued liabilities	156,864		206,828
Accounts payable	90,602		99,276
Customer advanced payments	97,683		92,584
Income taxes payable	37,161		22,333
Operating lease liability - current	17,319		15,738
Finance lease liability - current	4,885		4,907

Total current liabilities	825,461		834,203
Long-term debt	595,166		345,320
Operating lease liability - noncurrent	97,179		90,768
Deferred income taxes	121,152		110,781
Postretirement obligations	56,953		56,804
Pension obligations	45,114		40,551
Finance lease liability - noncurrent	11,070		11,184
Other long-term liabilities	38,643		36,389
Shareholders' equity:
Common shares	12,253		12,253
Capital in excess of stated value	640,800		626,697
Retained earnings	3,719,278		3,652,216
Accumulated other comprehensive loss	(131,537)		(207,782)
Common shares in treasury, at cost	(1,794,109)		(1,789,009)
Total shareholders' equity	2,446,685		2,294,375
Total liabilities and shareholders' equity	$	4,237,423	$	3,820,375

See accompanying notes.

Page 5

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Nordson Corporation

Consolidated Statements of Shareholders’ Equity

Three Months Ended January 31, 2023

(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, 2022

SEC Form 10-Q filed by Nordson Corporation