ndsn-20240430

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 April 30, 2024


☐			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 May 20, 2024: 57,268,781

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			8
Notes to Condensed Consolidated Financial Statements			9
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			23
Overview			23
Critical Accounting Policies and Estimates			23
Results of Operations			23
Financial Condition			26
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			27
ITEM 4. CONTROLS AND PROCEDURES			27

PART II – OTHER INFORMATION			28

ITEM 1. LEGAL PROCEEDINGS			28
ITEM 1A. RISK FACTORS			28
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			28
ITEM 5. OTHER INFORMATION			28
ITEM 6. EXHIBITS			29

SIGNATURE			30

Page 2

Table of Contents

Nordson Corporation

Part I – FINANCIAL INFORMATION


ITEM 1.			FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidated Statements of Income


	Three Months Ended				Six Months Ended
(In thousands, except for per share data)	April 30, 2024		April 30, 2023		April 30, 2024		April 30, 2023
Sales	$	650,642	$	650,165	$	1,283,835	$	1,260,642
Operating costs and expenses:
Cost of sales	284,765		298,040		569,531		579,650
Selling and administrative expenses	197,261		179,618		386,253		364,266

	482,026		477,658		955,784		943,916
Operating profit	168,616		172,507		328,051		316,726
Other income (expense):
Interest expense	(20,109)		(9,913)		(41,551)		(20,443)
Interest and investment income	1,554		438		2,598		1,025
Other expense - net	(785)		(1,405)		(1,123)		(4,601)
	(19,340)		(10,880)		(40,076)		(24,019)
Income before income taxes	149,276		161,627		287,975		292,707
Income taxes	31,059		34,064		60,186		60,883
Net income	$	118,217	$	127,563	$	227,789	$	231,824
Average common shares	57,222		57,184		57,142		57,177
Incremental common shares attributable to equity compensation	459		496		475		544
Average common shares and common share equivalents	57,681		57,680		57,617		57,721
Basic earnings per share	$	2.07	$	2.23	$	3.99	$	4.05
Diluted earnings per share	$	2.05	$	2.21	$	3.95	$	4.02

See accompanying notes.

Page 3

Table of Contents

Nordson Corporation

Consolidated Statements of Comprehensive Income


	Three Months Ended				Six Months Ended
(In thousands)	April 30, 2024		April 30, 2023		April 30, 2024		April 30, 2023
Net income	$	118,217	$	127,563	$	227,789	$	231,824
Components of other comprehensive income (loss):
Foreign currency translation adjustments	(32,620)		(290)		11,323		76,531

Pension and other postretirement plan adjustments, net of tax	19		(173)		(440)		(749)
Total other comprehensive income (loss)	(32,601)		(463)		10,883		75,782
Total comprehensive income	$	85,616	$	127,100	$	238,672	$	307,606

See accompanying notes.

Page 4

Table of Contents

Nordson Corporation

Consolidated Balance Sheets


(In thousands)
Assets
Current assets:	April 30, 2024		October 31, 2023
Cash and cash equivalents	$	125,446	$	115,679
Receivables - net	530,283		590,886
Inventories - net	443,578		454,775
Prepaid expenses and other current assets	86,283		67,970

Total current assets	1,185,590		1,229,310
Goodwill	2,782,909		2,784,201
Intangible assets - net	642,375		672,744
Property, plant and equipment - net	395,595		392,846
Operating right of use lease assets	96,770		106,176
Deferred income taxes	19,859		16,022
Other assets	48,773		50,471
Total assets	$	5,171,871	$	5,251,770

Liabilities and shareholders' equity
Current liabilities:
Current maturities of long-term debt and notes payable	$	119,328	$	115,662
Accrued liabilities	176,633		199,588
Accounts payable	103,202		106,320
Customer advanced payments	61,713		93,389
Income taxes payable	53,508		45,359
Operating lease liability - current	16,346		16,853
Finance lease liability - current	5,281		4,918

Total current liabilities	536,011		582,089
Long-term debt	1,414,363		1,621,394
Operating lease liability - noncurrent	84,770		92,412
Deferred income taxes	207,433		210,637
Postretirement obligations	50,954		50,862
Pension obligations	41,074		40,425
Finance lease liability - noncurrent	12,350		11,670
Other long-term liabilities	36,645

SEC Form 10-Q filed by Nordson Corporation