FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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, 2018April 30, 2020
OR
☐ | 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 |
| 34-0590250 |
(State of incorporation) |
| (I.R.S. Employer Identification No.) |
|
|
|
28601 Clemens Road Westlake, Ohio |
| 44145 |
(Address of principal executive offices) |
| (Zip Code) |
(440) 892-1580
(Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
Common Shares without par value
Securities registered pursuant to Section 12(g) of the Act:
None
Title of Each Class | Trading Symbol(s) | Name of Each Exchange | ||
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, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐
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. (Check one):
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 Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
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 January 31, 2018: 57,972,664
May 29, 2020: 57,680,280
Nordson Corporation
Page 2
Nordson Corporation
PartPart I – FINANCIAL INFORMATION
Condensed Consolidated Statements of Income
| Three Months Ended |
|
| Three Months Ended |
|
| Six Months Ended |
| |||||||||||||||
| January 31, 2018 |
|
| January 31, 2017 |
|
| April 30, 2020 |
|
| April 30, 2019 |
|
| April 30, 2020 |
|
| April 30, 2019 |
| ||||||
(In thousands, except for per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales | $ | 550,424 |
|
| $ | 407,470 |
|
| $ | 529,478 |
|
| $ | 551,119 |
|
| $ | 1,024,394 |
|
| $ | 1,049,029 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
| 249,421 |
|
|
| 182,332 |
|
|
| 239,880 |
|
|
| 249,590 |
|
|
| 471,602 |
|
|
| 478,524 |
|
Selling and administrative expenses |
| 183,280 |
|
|
| 149,220 |
|
|
| 164,569 |
|
|
| 172,633 |
|
|
| 352,670 |
|
|
| 357,328 |
|
|
| 432,701 |
|
|
| 331,552 |
|
|
| 404,449 |
|
|
| 422,223 |
|
|
| 824,272 |
|
|
| 835,852 |
|
Operating profit |
| 117,723 |
|
|
| 75,918 |
|
|
| 125,029 |
|
|
| 128,896 |
|
|
| 200,122 |
|
|
| 213,177 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
| (11,317 | ) |
|
| (5,641 | ) |
|
| (8,293 | ) |
|
| (12,372 | ) |
|
| (18,034 | ) |
|
| (24,738 | ) |
Interest and investment income |
| 289 |
|
|
| 273 |
|
|
| 278 |
|
|
| 325 |
|
|
| 867 |
|
|
| 642 |
|
Other - net |
| (3,177 | ) |
|
| (157 | ) |
|
| (429 | ) |
|
| (568 | ) |
|
| (3,275 | ) |
|
| (4,757 | ) |
|
| (14,205 | ) |
|
| (5,525 | ) |
|
| (8,444 | ) |
|
| (12,615 | ) |
|
| (20,442 | ) |
|
| (28,853 | ) |
Income before income taxes |
| 103,518 |
|
|
| 70,393 |
|
|
| 116,585 |
|
|
| 116,281 |
|
|
| 179,680 |
|
|
| 184,324 |
|
Income taxes |
| (1,037 | ) |
|
| 20,405 |
|
|
| 24,506 |
|
|
| 24,358 |
|
|
| 35,597 |
|
|
| 43,834 |
|
Net income | $ | 104,555 |
|
| $ | 49,988 |
|
| $ | 92,079 |
|
| $ | 91,923 |
|
| $ | 144,083 |
|
| $ | 140,490 |
|
Average common shares |
| 57,755 |
|
|
| 57,349 |
|
|
| 57,677 |
|
|
| 57,288 |
|
|
| 57,672 |
|
|
| 57,498 |
|
Incremental common shares attributable to outstanding stock options, restricted stock, and deferred stock-based compensation |
| 1,119 |
|
|
| 674 |
|
|
| 583 |
|
|
| 768 |
|
|
| 720 |
|
|
| 719 |
|
Average common shares and common share equivalents |
| 58,874 |
|
|
| 58,023 |
|
|
| 58,260 |
|
|
| 58,056 |
|
|
| 58,392 |
|
|
| 58,217 |
|
Basic earnings per share | $ | 1.81 |
|
| $ | 0.87 |
|
| $ | 1.60 |
|
| $ | 1.60 |
|
| $ | 2.50 |
|
| $ | 2.44 |
|
Diluted earnings per share | $ | 1.78 |
|
| $ | 0.86 |
|
| $ | 1.58 |
|
| $ | 1.58 |
|
| $ | 2.47 |
|
| $ | 2.41 |
|
Dividends declared per share | $ | 0.30 |
|
| $ | 0.27 |
|
See accompanying notes.
Page 3
Nordson Corporation
CondensedCondensed Consolidated Statements of Comprehensive Income
|
| Three Months Ended |
|
| Three Months Ended |
|
| Six Months Ended |
| |||||||||||||||
|
| January 31, 2018 |
|
| January 31, 2017 |
|
| April 30, 2020 |
|
| April 30, 2019 |
|
| April 30, 2020 |
|
| April 30, 2019 |
| ||||||
(In thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
| $ | 104,555 |
|
| $ | 49,988 |
|
| $ | 92,079 |
|
| $ | 91,923 |
|
| $ | 144,083 |
|
| $ | 140,490 |
|
Components of other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustments |
|
| 38,582 |
|
|
| (5,751 | ) | ||||||||||||||||
Foreign currency translation adjustments |
|
| (21,227 | ) |
|
| (9,064 | ) |
|
| (18,434 | ) |
|
| 7,399 |
| ||||||||
Amortization of prior service cost and net actuarial losses, net of tax |
|
| 1,509 |
|
|
| 1,691 |
|
|
| 3,898 |
|
|
| 1,598 |
|
|
| 7,127 |
|
|
| 2,950 |
|
Total other comprehensive income (loss) |
|
| 40,091 |
|
|
| (4,060 | ) |
|
| (17,329 | ) |
|
| (7,466 | ) |
|
| (11,307 | ) |
|
| 10,349 |
|
Total comprehensive income |
| $ | 144,646 |
|
| $ | 45,928 |
|
| $ | 74,750 |
|
| $ | 84,457 |
|
| $ | 132,776 |
|
| $ | 150,839 |
|
See accompanying notes.
Page 4
Nordson Corporation
CondensedCondensed Consolidated Balance Sheets
|
| January 31, 2018 |
|
| October 31, 2017 |
|
| April 30, 2020 |
|
| October 31, 2019 |
| ||||
(In thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 132,842 |
|
| $ | 90,383 |
|
| $ | 306,255 |
|
| $ | 151,164 |
|
Receivables - net |
|
| 488,282 |
|
|
| 505,087 |
|
|
| 474,913 |
|
|
| 530,765 |
|
Inventories - net |
|
| 275,690 |
|
|
| 264,266 |
|
|
| 312,118 |
|
|
| 283,399 |
|
Prepaid expenses |
|
| 31,221 |
|
|
| 28,636 |
| ||||||||
Prepaid expenses and other current assets |
|
| 49,990 |
|
|
| 45,867 |
| ||||||||
Total current assets |
|
| 928,035 |
|
|
| 888,372 |
|
|
| 1,143,276 |
|
|
| 1,011,195 |
|
Property, plant and equipment - net |
|
| 356,774 |
|
|
| 346,411 |
|
|
| 400,103 |
|
|
| 398,895 |
|
Operating right of use lease assets |
|
| 126,129 |
|
|
| — |
| ||||||||
Goodwill |
|
| 1,622,125 |
|
|
| 1,589,210 |
|
|
| 1,611,340 |
|
|
| 1,614,739 |
|
Intangible assets - net |
|
| 547,987 |
|
|
| 547,180 |
|
|
| 416,877 |
|
|
| 445,575 |
|
Deferred income taxes |
|
| 12,273 |
|
|
| 11,020 |
|
|
| 10,841 |
|
|
| 11,261 |
|
Other assets |
|
| 33,442 |
|
|
| 32,346 |
|
|
| 34,338 |
|
|
| 34,782 |
|
Total assets |
| $ | 3,500,636 |
|
| $ | 3,414,539 |
|
| $ | 3,742,904 |
|
| $ | 3,516,447 |
|
Liabilities and shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
| $ | 82,081 |
|
| $ | 86,016 |
|
| $ | 79,785 |
|
| $ | 85,139 |
|
Income taxes payable |
|
| 19,753 |
|
|
| 22,310 |
|
|
| 15,663 |
|
|
| 15,601 |
|
Accrued liabilities |
|
| 137,457 |
|
|
| 173,366 |
|
|
| 146,090 |
|
|
| 161,655 |
|
Customer advanced payments |
|
| 38,787 |
|
|
| 34,654 |
|
|
| 50,453 |
|
|
| 41,131 |
|
Current maturities of long-term debt |
|
| 326,587 |
|
|
| 326,587 |
|
|
| 43,598 |
|
|
| 168,738 |
|
Current obligations under capital leases |
|
| 5,108 |
|
|
| 4,813 |
| ||||||||
Operating lease liability - current |
|
| 18,428 |
|
|
| — |
| ||||||||
Finance lease liability - current |
|
| 6,172 |
|
|
| 5,362 |
| ||||||||
Total current liabilities |
|
| 609,773 |
|
|
| 647,746 |
|
|
| 360,189 |
|
|
| 477,626 |
|
Long-term debt |
|
| 1,258,843 |
|
|
| 1,256,397 |
|
|
| 1,237,225 |
|
|
| 1,075,404 |
|
Operating lease liability - noncurrent |
|
| 111,836 |
|
|
| — |
| ||||||||
Finance lease liability - noncurrent |
|
| 11,100 |
|
|
| 9,513 |
| ||||||||
Deferred income taxes |
|
| 90,669 |
|
|
| 134,090 |
|
|
| 83,730 |
|
|
| 83,564 |
|
Pension obligations |
|
| 111,290 |
|
|
| 111,666 |
|
|
| 158,285 |
|
|
| 158,506 |
|
Postretirement obligations |
|
| 74,131 |
|
|
| 73,589 |
|
|
| 86,950 |
|
|
| 86,368 |
|
Other long-term liabilities |
|
| 60,809 |
|
|
| 35,558 |
|
|
| 41,095 |
|
|
| 44,421 |
|
Shareholders' equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares |
|
| 12,253 |
|
|
| 12,253 |
|
|
| 12,253 |
|
|
| 12,253 |
|
Capital in excess of stated value |
|
| 426,298 |
|
|
| 412,785 |
|
|
| 503,841 |
|
|
| 483,116 |
|
Retained earnings |
|
| 2,251,831 |
|
|
| 2,164,597 |
|
|
| 2,847,756 |
|
|
| 2,747,650 |
|
Accumulated other comprehensive loss |
|
| (94,344 | ) |
|
| (134,435 | ) |
|
| (243,188 | ) |
|
| (231,881 | ) |
Common shares in treasury, at cost |
|
| (1,300,917 | ) |
|
| (1,299,707 | ) |
|
| (1,468,168 | ) |
|
| (1,430,093 | ) |
Total shareholders' equity |
|
| 1,295,121 |
|
|
| 1,155,493 |
|
|
| 1,652,494 |
|
|
| 1,581,045 |
|
Total liabilities and shareholders' equity |
| $ | 3,500,636 |
|
| $ | 3,414,539 |
|
| $ | 3,742,904 |
|
| $ | 3,516,447 |
|
See accompanying notes.
Page 5
Nordson Corporation
CondensedCondensed Consolidated Statements of Cash FlowsShareholders’ Equity
Three months ended |
| January 31, 2018 |
|
| January 31, 2017 |
| ||
(In thousands) |
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
| $ | 104,555 |
|
| $ | 49,988 |
|
Depreciation and amortization |
|
| 26,285 |
|
|
| 18,497 |
|
Non-cash stock compensation |
|
| 6,987 |
|
|
| 3,476 |
|
Deferred income taxes |
|
| (45,426 | ) |
|
| 813 |
|
Other non-cash expense |
|
| (202 | ) |
|
| 1,603 |
|
(Gain) loss on sale of property, plant and equipment |
|
| 748 |
|
|
| (185 | ) |
Changes in operating assets and liabilities |
|
| 16,331 |
|
|
| 6,959 |
|
Net cash provided by operating activities |
|
| 109,278 |
|
|
| 81,151 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Additions to property, plant and equipment |
|
| (16,681 | ) |
|
| (10,079 | ) |
Proceeds from sale of property, plant and equipment |
|
| 68 |
|
|
| 3,500 |
|
Equity investments |
|
| — |
|
|
| (2,598 | ) |
Acquisition of businesses, net of cash acquired |
|
| (43,284 | ) |
|
| (14,000 | ) |
Net cash used in investing activities |
|
| (59,897 | ) |
|
| (23,177 | ) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from short-term borrowings |
|
| 996 |
|
|
| 4,463 |
|
Repayment of short-term borrowings |
|
| (1,006 | ) |
|
| (2,492 | ) |
Proceeds from long-term debt |
|
| 32,981 |
|
|
| 15,028 |
|
Repayment of long-term debt |
|
| (31,355 | ) |
|
| (43,642 | ) |
Repayment of capital lease obligations |
|
| (1,415 | ) |
|
| (1,436 | ) |
Issuance of common shares |
|
| 10,306 |
|
|
| 8,246 |
|
Purchase of treasury shares |
|
| (4,989 | ) |
|
| (3,080 | ) |
Dividends paid |
|
| (17,321 | ) |
|
| (15,475 | ) |
Net cash used in financing activities |
|
| (11,803 | ) |
|
| (38,388 | ) |
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
| 4,881 |
|
|
| 833 |
|
Increase in cash and cash equivalents |
|
| 42,459 |
|
|
| 20,419 |
|
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
Beginning of year |
|
| 90,383 |
|
|
| 67,239 |
|
End of period |
| $ | 132,842 |
|
| $ | 87,658 |
|
|
| Three and Six Month Period Ended April 30, 2020 |
| |||||||||||||||||||||
(In thousands, except for 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, 2019 |
| $ | 12,253 |
|
| $ | 483,116 |
|
| $ | 2,747,650 |
|
| $ | (231,881 | ) |
| $ | (1,430,093 | ) |
| $ | 1,581,045 |
|
Shares issued under company stock and employee benefit plans |
|
| — |
|
|
| 12,330 |
|
|
| — |
|
|
| — |
|
|
| 4,049 |
|
|
| 16,379 |
|
Stock-based compensation |
|
| — |
|
|
| 6,105 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 6,105 |
|
Purchase of treasury shares (26,223 shares) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (4,311 | ) |
|
| (4,311 | ) |
Dividends declared ($0.38 per share) |
|
| — |
|
|
| — |
|
|
| (21,915 | ) |
|
| — |
|
|
| — |
|
|
| (21,915 | ) |
Net income |
|
| — |
|
|
| — |
|
|
| 52,004 |
|
|
| — |
|
|
| — |
|
|
| 52,004 |
|
Impact of adoption of ASU 2016-02 (See Note 2) |
|
| — |
|
|
| — |
|
|
| (1,055 | ) |
|
| — |
|
|
| — |
|
|
| (1,055 | ) |
Other Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,793 |
|
|
| — |
|
|
| 2,793 |
|
Defined benefit pension and post-retirement plans adjustment |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,229 |
|
|
| — |
|
|
| 3,229 |
|
January 31, 2020 |
| $ | 12,253 |
|
| $ | 501,551 |
|
| $ | 2,776,684 |
|
| $ | (225,859 | ) |
| $ | (1,430,355 | ) |
| $ | 1,634,274 |
|
Shares issued under company stock and employee benefit plans |
|
| — |
|
|
| 2,362 |
|
|
| — |
|
|
| — |
|
|
| (194 | ) |
|
| 2,168 |
|
Stock-based compensation |
|
| — |
|
|
| (72 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (72 | ) |
Purchase of treasury shares (300,894 shares) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (37,619 | ) |
|
| (37,619 | ) |
Dividends declared ($0.38 per share) |
|
| — |
|
|
| — |
|
|
| (21,963 | ) |
|
| — |
|
|
| — |
|
|
| (21,963 | ) |
Net Income |
|
| — |
|
|
| — |
|
|
| 92,079 |
|
|
| — |
|
|
| — |
|
|
| 92,079 |
|
Impact of adoption of ASU 2016-02 (See Note 2) |
|
|
|
|
|
|
|
|
|
| 956 |
|
|
|
|
|
|
|
|
|
|
| 956 |
|
Other Comprehensive Income (Loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (21,227 | ) |
|
| — |
|
|
| (21,227 | ) |
Defined benefit pension and post-retirement plans adjustment |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,898 |
|
|
| — |
|
|
| 3,898 |
|
April 30, 2020 |
| $ | 12,253 |
|
| $ | 503,841 |
|
| $ | 2,847,756 |
|
| $ | (243,188 | ) |
| $ | (1,468,168 | ) |
| $ | 1,652,494 |
|
|
| Three and Six Month Period Ended April 30, 2019 |
| |||||||||||||||||||||
(In thousands, except for 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, 2018 |
| $ | 12,253 |
|
| $ | 446,555 |
|
| $ | 2,488,375 |
|
| $ | (179,314 | ) |
| $ | (1,317,128 | ) |
| $ | 1,450,741 |
|
Shares issued under company stock and employee benefit plans |
|
| — |
|
|
| 1,016 |
|
|
| — |
|
|
| — |
|
|
| 2,591 |
|
|
| 3,607 |
|
Stock-based compensation |
|
| — |
|
|
| 4,359 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,359 |
|
Purchase of treasury shares (901,545 shares) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (107,667 | ) |
|
| (107,667 | ) |
Dividends declared ($0.35 per share) |
|
| — |
|
|
| — |
|
|
| (20,210 | ) |
|
| — |
|
|
| — |
|
|
| (20,210 | ) |
Net income |
|
| — |
|
|
| — |
|
|
| 48,567 |
|
|
| — |
|
|
| — |
|
|
| 48,567 |
|
Impact of adoption of ASU 2014-09 |
|
| — |
|
|
| — |
|
|
| 4,329 |
|
|
| — |
|
|
| — |
|
|
| 4,329 |
|
Other Comprehensive Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 16,463 |
|
|
| — |
|
|
| 16,463 |
|
Defined benefit pension and post-retirement plans adjustment |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,352 |
|
|
| — |
|
|
| 1,352 |
|
January 31, 2019 |
| $ | 12,253 |
|
| $ | 451,930 |
|
| $ | 2,521,061 |
|
| $ | (161,499 | ) |
| $ | (1,422,204 | ) |
| $ | 1,401,541 |
|
Shares issued under company stock and employee benefit plans |
|
| — |
|
|
| 8,116 |
|
|
| — |
|
|
| — |
|
|
| 2,731 |
|
|
| 10,847 |
|
Stock-based compensation |
|
| — |
|
|
| 4,869 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,869 |
|
Purchase of treasury shares (78,957 shares) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (10,422 | ) |
|
| (10,422 | ) |
Dividends declared ($0.35 per share) |
|
| — |
|
|
| — |
|
|
| (20,029 | ) |
|
| — |
|
|
| — |
|
|
| (20,029 | ) |
Net Income |
|
| — |
|
|
| — |
|
|
| 91,923 |
|
|
| — |
|
|
| — |
|
|
| 91,923 |
|
Other Comprehensive Income (Loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (9,064 | ) |
|
| — |
|
|
| (9,064 | ) |
Defined benefit pension and post-retirement plans adjustment |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,598 |
|
|
| — |
|
|
| 1,598 |
|
April 30, 2019 |
| $ | 12,253 |
|
| $ | 464,915 |
|
| $ | 2,592,955 |
|
| $ | (168,965 | ) |
| $ | (1,429,895 | ) |
| $ | 1,471,263 |
|
See accompanying notes.
Page 6
Nordson Corporation
NotesCondensed Consolidated Statements of Cash Flows
Six months ended |
| April 30, 2020 |
|
| April 30, 2019 |
| ||
(In thousands) |
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
| $ | 144,083 |
|
| $ | 140,490 |
|
Depreciation and amortization |
|
| 55,664 |
|
|
| 55,488 |
|
Non-cash stock compensation |
|
| 6,033 |
|
|
| 9,228 |
|
Deferred income taxes |
|
| (5,932 | ) |
|
| (828 | ) |
Other non-cash expense |
|
| 2,166 |
|
|
| 1,213 |
|
Loss on sale of property, plant and equipment |
|
| 237 |
|
|
| 884 |
|
Changes in operating assets and liabilities |
|
| 15,928 |
|
|
| (44,563 | ) |
Net cash provided by operating activities |
|
| 218,179 |
|
|
| 161,912 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Additions to property, plant and equipment |
|
| (25,835 | ) |
|
| (26,603 | ) |
Proceeds from sale of property, plant and equipment |
|
| 104 |
|
|
| 984 |
|
Equity investments |
|
| (2,000 | ) |
|
| — |
|
Acquisition of businesses, net of cash acquired |
|
| — |
|
|
| (69 | ) |
Net cash used in investing activities |
|
| (27,731 | ) |
|
| (25,688 | ) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from long-term debt |
|
| 165,773 |
|
|
| 186,084 |
|
Repayment of long-term debt |
|
| (125,951 | ) |
|
| (125,807 | ) |
Repayment of finance lease obligations |
|
| (3,548 | ) |
|
| (2,963 | ) |
Issuance of common shares |
|
| 18,547 |
|
|
| 14,454 |
|
Purchase of treasury shares |
|
| (41,930 | ) |
|
| (118,089 | ) |
Dividends paid |
|
| (43,878 | ) |
|
| (40,239 | ) |
Net cash used in financing activities |
|
| (30,987 | ) |
|
| (86,560 | ) |
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
| (4,370 | ) |
|
| 3,841 |
|
Increase in cash and cash equivalents |
|
| 155,091 |
|
|
| 53,505 |
|
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
Beginning of year |
|
| 151,164 |
|
|
| 95,678 |
|
End of period |
| $ | 306,255 |
|
| $ | 149,183 |
|
See accompanying notes.
Page 7
Nordson Corporation
Notes to Condensed Consolidated Financial Statements
January 31, 2018April 30, 2020
NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES
In this quarterly report, all amounts related to United States dollars and foreign currency and to the number of Nordson Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands.
Unless otherwise noted, all references to years relate to our fiscal year ending October 31.
1. | Significant accounting policies |
Basis of presentation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended January 31, 2018April 30, 2020 are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and footnotes included in our Annual Report on Form 10-K for the year ended October 31, 2017. 2019. Certain reclassifications have been made to the prior year financial statements to conform to current year classifications, which included the reclassification of amounts as a result of the realignment of our operating segments. Refer to Note 11 for details on our operating segments.
Basis of consolidation. The consolidated financial statements include the accounts of Nordson Corporation and its majority-owned and controlled subsidiaries. Investments in affiliates and joint ventures in which our ownership is 50% or less or in which we do not have control but have the ability to exercise significant influence, are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Actual amounts could differ from these estimates.
Revenue recognition. MostA contract exists when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. Revenue is recognized when performance obligations under the terms of the contract with a customer are satisfied. Generally, our revenues arerevenue results from short-term, fixed-price contracts and primarily is recognized upon shipment, provided that persuasive evidenceas of an arrangement exists,a point in time when the sales priceproduct is fixedshipped or determinable, collectibility is reasonably assured, and title and riskat a later point when the control of loss have passedthe product transfers to the customer. Revenue for undelivered items is deferred and included within Accrued liabilities in our Consolidated Balance Sheets. Revenues deferred as of April 30, 2020 and 2019 were not material.
However, for certain contracts related to the sale of customer-specific products within our Advanced Technology Solutions segment, revenue for these contracts is recognized over time as we satisfy performance obligations because of the continuous transfer of control to the customer. The continuous transfer of control to the customer occurs as we enhance assets that are customer controlled and we are contractually entitled to payment for work performed to date plus a reasonable margin.
As control transfers over time for these products or services, revenue is recognized based on progress toward completion of the performance obligations. The selection method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. We have elected to use the input method – costs incurred for these contracts because it best depicts the transfer of products or services to the customer based on incurring costs on the contract. Under this method, revenues are recorded proportionally as costs are incurred. Contract assets recognized are recorded in Prepaid expenses and other current assets and contract liabilities are recorded in Accrued liabilities in our Consolidated Balance Sheets and were not material at April 30, 2020 and October 31, 2019. Revenue recognized over time is not material to our overall Consolidated Financial Statements.
Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or services. Sales, value add, and other taxes we collect concurrently with revenue-producing activities are excluded from revenue. As a practical expedient, we may exclude the assessment of whether goods or services are performance obligations, if they are immaterial in the context of the contract, and combine these with other performance obligations. While payment terms and conditions vary by contract type, we have determined that our contracts generally do not include a significant financing component. We have elected to apply the practical expedient to treat all shipping and handling costs as fulfillment costs as a significant portion of these costs are incurred prior to transfer of control to the customer. We have also elected to apply the practical expedient to expense sales commissions as they are incurred as the amortization period resulting from capitalizing the costs is one year or less. These costs are recorded within Selling, general and administrative expenses in our Consolidated Statements of Income.
Page 8
Nordson Corporation
We offer assurance type warranties on our products as well as separately sold warranty contracts. Revenue related to warranty contracts that are sold separately is recognized over the life of the warranty term.
Certain arrangements may include installation, installation supervision, training, and spare parts, which tend to be completed in a short period of time, at an insignificant cost, and utilizing skills not unique to us, and, therefore, are typically regarded as inconsequential or perfunctory. Revenuenot material.
We disclose disaggregated revenues by operating segment and geography in accordance with the revenue standard and on the same basis used internally by the chief operating decision maker for undelivered items is deferredevaluating performance of operating segments and included within accrued liabilities in the accompanying balance sheet. Revenues deferred in 2018 and 2017 were not material.for allocating resources. Refer to Note 11 for details on our operating segments.
Earnings per share. Basic earnings per share are computed based on the weighted-average number of common shares outstanding during each year, while diluted earnings per share are based on the weighted-average number of common shares and common share equivalents outstanding. Common share equivalents consist of shares issuable upon exercise of stock options computed using the treasury stock method, as well as restricted shares and deferred stock-based compensation. Options whosewith an exercise price is higher than the average market price are excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive. No optionsOptions excluded from the calculation of diluted earnings per share for the three months ended April 30, 2020 were 360. NaN options were excluded from the calculation of diluted earnings per share for each of the three months ended January 31, 2018April 30, 2019. Options excluded from the calculation of diluted earnings per share for the six months ended April 30, 2020 and January 31, 2017.
2019 were 180 and 352, respectively.
2. | Recently issued accounting standards |
New accounting guidance adopted:
In March 2016, the FinancialOn November 1, 2019, we adopted ASU 2016-02, Accounting Standards Board (“FASB”) issued a newCodification (ASC) 842, “Leases.” This standard which simplifies the accounting for share-based payment transactions. This guidance requires that excess tax benefits and tax deficiencies be recognized as income tax expense or benefit in the statements of income rather than additional paid-in capital. Additionally, the excess tax benefits will be classified along with other income tax cash flows as an operating activity, rather than a financing activity, in the statements of cash flows. Further, the update allows an entity to make a policy election to recognize forfeitures as they occur or estimate the number of awards expected to be forfeited. We adopted this new standard during the first quarter of 2018. As a result, net excess tax benefits of $4,748 were recognized as a reduction of income tax expense during the three months ended January 31, 2018. The cash flow classification requirements of this new standard were applied retrospectively. As a result, excess tax benefits of $4,748 are reported as Net cash provided by operating activities for the three months ended January 31,
Page 7
Nordson Corporation
2018 and $3,144 of excess tax benefits were reclassified from Net cash used in financing activities to Net cash provided by operating activities for the three months ended January 31, 2017. This new standard also requires that employee taxes paid when an employer withholds shares for tax-withholding purposes be reported as financing activities in the statements of cash flows on a retrospective basis. Previously, this activity was included in operating activities. The impact of this change was immaterial to the statements of cash flows. Additionally, we elected to continue to estimate forfeitures rather than account for them as they occur.
New accounting guidance issued and not yet adopted:
In May 2014, the FASB issued a new standard regarding revenue recognition. Under this standard, a company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard implements a five-step process for customer contract revenue recognition that focuses on transfer of control. In August 2015, the FASB issued a standard to delay the effective date by one year. The new standard is effective for us beginning November 1, 2018. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application (modified retrospective method). We have not yet selected a transition method; however, we are currently anticipating using the modified retrospective method, but will base the final decision on the results of our assessment once complete. Our initial analysis of identifying revenue streams and evaluating a representative sample of contracts and other agreements with our customers is complete. We are in the process of assessing the impact of the new standard, if any, on our business processes, systems and controls. We will finalize our evaluation of potential differences that may result from applying the new standard to our contracts with customers in 2018 and provide updates on our progress in future filings.
In February 2016, the FASB issued a new standard which requires a lessee to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with a lease term of more than twelve12 months. Leases will continueWe elected to use the transition option, which allows entities to initially apply the new standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption without restating prior periods. We elected the practical expedient package related to the identification of leases in contracts, lease classification, and accounting for initial direct costs whereby prior conclusions do not have to be classifiedreassessed for leases that commenced before the effective date. As we have not reassessed such conclusions, we did not adopt the practical expedient to use hindsight to determine the likelihood of whether a lease will be extended or terminated, to separate non-lease components within our lease portfolios, or whether a purchase option will be exercised. There was not a material cumulative-effect adjustment to our beginning retained earnings for the adoption of this standard. Upon adoption, we recognized operating right-of-use assets and lease liabilities in our Consolidated Balance Sheet of $130,583 and $134,853 as either financing orof November 1, 2019, respectively, and operating with classification affectingright-of-use assets and lease liabilities were $126,129 and $130,264 as of April 30, 2020, respectively. Adoption of the new standard did not have a material impact on our Consolidated Statements of Income and Cash Flows. Refer to Note 14 for further discussion of leases.
New accounting guidance issued and not yet adopted:
In June 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326),” which changes the impairment model for most financial instruments. Current guidance requires the recognition measurementof credit losses based on an incurred loss impairment methodology that reflects losses once the losses are probable. We will be required to use a current expected credit loss model that will immediately recognize an estimate of credit losses that are expected to occur over the life of the financial instruments that are in the scope of this update, including trade receivables. The standard does not prescribe a specific method to make an estimate so the application will require judgment and presentationshould consider historical information, current information, and reasonable and supportable forecasts, and includes estimates of expenses and cash flows arising from a lease. Itprepayment. This guidance will bebecome effective for us beginningon November 1, 2019.2020. We are currently assessing the impact this standard will have on our consolidated financial statements.the Consolidated Financial Statements.
In March 2017,August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820),” a new standard which requiresremoves, modifies, and adds certain disclosure requirements on fair value measurements. The guidance removes disclosure requirements pertaining to the presentationamount of and reasons for transfers between Level 1 and Level 2 of the service cost componentfair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. For investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly. In addition, the amendment clarifies that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the net periodic benefit costreporting date. The guidance adds disclosure requirements for changes in unrealized gains and losses for the sameperiod included in other comprehensive income statement line itemfor recurring Level 3 fair value
Page 9
Nordson Corporation
measurements held at the end of the reporting period as other employee compensation costs arising from services rendered duringwell as the period. All other componentsrange and weighted average of net periodic benefit cost will be presented below operating income. Additionally, only the service cost component will be eligible for capitalization in assets.significant unobservable inputs used to develop Level 3 fair value measurements. It will be effective for us beginning November 1, 2018.2020. Early adoption is permitted. We currently do not expect this standard will have a material impact on our Consolidated Financial Statements.
In August 2018, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other Internal-Use Software (Subtopic 350-40),” a new standard which makes a number of changes meant to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement), by providing guidance in determining when the arrangement includes a software license. It will be effective for us beginning November 1, 2020. Early adoption is permitted. We are currently assessing the impact this standard will have on our consolidated financial statements.Consolidated Financial Statements.
In August 2018, the FASB issued ASU 2018-14, “Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20),” a new standard which addresses defined benefit plans. The amendments modify the following disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans: the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year, amount and timing of plan assets expected to be returned to the employer, related party disclosure about the amount of future annual benefits covered by insurance and annuity contracts and significant transactions between the employer or related parties and the plan, and the effects of a 1-percentage point change in assumed health care cost trend rates on the (a) aggregate of the service and interest cost components of net periodic benefit costs and (b) benefit obligations for postretirement health care benefits. A disclosure requirement was added for the explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. Additionally, the standard clarifies disclosure requirement surrounding the projected benefit obligation (PBO) and fair value of plan assets for plans with PBOs in excess of plan assets and the accumulated benefit obligation (ABO) and fair value of plan assets for plans with ABOs in excess of plan assets. It will be effective for us beginning November 1, 2021. Early adoption is permitted. We are currently assessing the impact this standard will have on our Consolidated Financial Statements.
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (ASC 740) – Simplifying the Accounting for Income Taxes,” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 740. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC 740 by clarifying and amending existing guidance. It will be effective for us beginning November 1, 2021. Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective or prospective basis. We are currently assessing the impact of this standard on our Consolidated Financial Statements.
3. | Acquisitions |
Business acquisitions have been accounted for using the acquisition method, with the acquired assets and liabilities recorded at estimated fair value on the dates of acquisition. The cost in excess of the net assets of the business acquired is included in goodwill. Operating results since the respective dates of acquisitions are included in the Consolidated Statements of Income.
2019 acquisition
On July 1, 2019, we purchased certain assets of Optical Control GmbH & Co. KG (“Optical”), a Nuremberg, Germany designer and developer of high speed, fully automatic counting systems utilizing x-ray technology. This transaction was not material to our Consolidated Financial Statements. We recorded the acquisition of Optical based on the fair value of the assets acquired and the liabilities assumed. Goodwill associated with this acquisition is tax deductible. This acquisition is being reported in our Advanced Technology Solutions segment. As of April 30, 2020, the purchase price allocations remain preliminary as we complete our assessments of income taxes.
2018 acquisitions
On October 17, 2018, we purchased 100 percent of the outstanding shares of Cladach Nua Teoranta (“Clada”), a Galway, Ireland designer and developer primarily focused on medical balloons and balloon catheters. Clada’s technologies are used in key applications such as angioplasty and the treatment of vascular disease. We acquired Clada for an aggregate purchase price of $5,236, which included an earn-out liability of $1,131. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $3,776 and identifiable intangible assets of $697 were recorded. The identifiable intangible assets consist primarily of $58 of customer relationships (amortized over 6 years), $70 of tradenames (amortized over 9 years), $499 of technology (amortized over 7 years) and $70 of non-compete agreements (amortized over 3 years). Goodwill associated with this acquisition is not tax deductible. This acquisition is being reported in our Advanced Technology Solutions segment.
Page 10
Nordson Corporation
On January 2, 2018, we purchased 100 percent of the outstanding shares of Sonoscan, Inc. (“Sonoscan”), an Elk Grove Village, Illinois leading designer and manufacturer of acoustic microscopes and sophisticated acoustic micro imaging systems used in a variety of microelectronic, automotive, aerospace and industrial electronic assembly applications. We acquired Sonoscan for an aggregate purchase price of $44,032,$46,018, net of $748$655 of cash. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $20,078$22,775 and identifiable intangible assets of $7,900$7,910 were recorded. The identifiable intangible assets consist primarily of $1,700 of customer relationships (amortized over 7 years), $3,300 of tradenames (amortized over 11 years), $2,500 of technology (amortized over 7 years) and $400$410 of non-compete agreements (amortized over 5 years). Goodwill associated with this acquisition is tax deductible. This acquisition is being reported in our Advanced Technology SystemsSolutions segment. As of January 31, 2018, the purchase price allocations remain preliminary as we complete our assessments of income taxes, intangible assets and certain reserves.
2017 acquisitions
On March 31, 2017, we completed the acquisition of Vention Medical’s Advanced Technologies business (“Vention”), a Salem, New Hampshire leading designer, developer and manufacturer of minimally invasive interventional delivery devices, catheters and advanced components for the global medical technology market. This is a highly complementary business that adds significant scale and enhances strategic capabilities of our existing medical platform. We acquired Vention for an aggregate purchase price of $705,000, net of $3,313 of cash and other closing adjustments of $10,726. The acquisition was funded primarily through a new term loan facility, as well as through cash and borrowings on our credit facility. The purchase price was
Page 8
Nordson Corporation
allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. We determined the estimated fair values based on independent appraisals, discounted cash flow analyses, quoted market prices, replacement cost analyses and estimates made by management.
Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $434,625, of which $37,200 is tax deductible, and identifiable intangible assets of $286,000 were recorded. The identifiable intangible assets consist primarily of $240,000 of customer relationships (amortized over 14 years), $2,000 of tradenames (amortized over 6 years), and $44,000 of technology, consisting of $36,000 (amortized over 14 years) and $8,000 (amortized over 10 years). Goodwill represents the value we expect to achieve through the expansion of our existing medical platform. This acquisition is being reported in our Advanced Technology Systems segment. As of January 31, 2018, the purchase price allocations are considered preliminary as we complete our assessments of income taxes. No purchase price allocation adjustments were made during the first quarter of 2018.
Also on March 31, 2017, we entered into a $705,000 term loan facility with a group of banks. The Term Loan Agreement provides for the following term loans in three tranches: $200,000 due in October 2018, $200,000 due in March 2020, and $305,000 due in March 2022. The weighted average interest rate for borrowings under this agreement was 2.66% at January 31, 2018. Borrowings under this agreement were used for the single purpose of acquiring Vention. We were in compliance with all covenants at January 31, 2018.
Pro forma sales and results of operations for the following 2017 acquisitions, had they occurred at the beginning of the applicable fiscal year ended October 31, are not material, and accordingly, are not provided.
On February 16, 2017, we purchased 100 percent of the outstanding shares of InterSelect GmbH (“InterSelect”), a German designer and manufacturer of selective soldering systems used in a variety of automotive, aerospace and industrial electronics assembly applications. We acquired InterSelect for an aggregate purchase price of $5,432, net of cash acquired of $492. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $3,548 and identifiable intangible assets of $1,879 were recorded. The identifiable intangible assets consist primarily of $1,109 of customer relationships (amortized over 9 years), $348 of tradenames (amortized over 12 years), and $422 of technology (amortized over 9 years). Goodwill associated with this acquisition is not tax deductible. This acquisition is being reported in our Advanced Technology Systems segment. As of January 31, 2018, the purchase price allocations are complete.
On February 1, 2017, we purchased 100 percent of the outstanding shares of Plas-Pak Industries, Inc. (“Plas-Pak”), a Norwich, Connecticut designer and manufacturer of injection molded, single-use plastic dispensing products. Plas-Pak’s broad product offering includes two-component (2K) cartridges for industrial and commercial do-it-yourself adhesives, dial-a-dose calibrated syringes for veterinary and animal health applications, and specialty syringes for pesticide, dental and other markets. We acquired Plas-Pak for an aggregate purchase price of $70,798, net of cash acquired of $543. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $24,995 and identifiable intangible assets of $33,800 were recorded. The identifiable intangible assets consist primarily of $23,700 of customer relationships (amortized over 17 years), $4,100 of tradenames (amortized over 12 years), $5,000 of technology (amortized over 9 years) and $1,000 of non-compete agreements (amortized over 5 years). Goodwill associated with this acquisition is tax deductible. This acquisition is being reported in our Advanced Technology Systems segment. As of January 31, 2018, the purchase price allocations are complete.
On January 3, 2017, we purchased certain assets of ACE Production Technologies, Inc. (“ACE”), a Spokane, Washington based designer and manufacturer of selective soldering systems used in a variety of automotive and industrial electronics assembly applications. We acquired the assets for an aggregate purchase price of $13,761. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $6,383 and identifiable intangible assets of $5,010 were recorded. The identifiable intangible assets consist primarily of $2,800 of customer relationships (amortized over 7 years), $1,000 of tradenames (amortized over 11 years), $1,100 of technology (amortized over 7 years) and $110 of non-compete agreements (amortized over 3 years). Goodwill associated with this acquisition is tax deductible. This acquisition is being reported in our Advanced Technology Systems segment. As of January 31, 2018, the purchase price allocations are complete.
Page 9
Nordson Corporation
At January 31, 2018April 30, 2020 and October 31, 2017,2019, inventories consisted of the following:
|
| January 31, 2018 |
|
| October 31, 2017 |
|
| April 30, 2020 |
|
| October 31, 2019 |
| ||||
Finished goods |
| $ | 197,276 |
|
| $ | 183,973 |
| ||||||||
Raw materials and component parts |
| $ | 107,752 |
|
| $ | 105,424 |
|
|
| 107,065 |
|
|
| 102,044 |
|
Work-in-process |
|
| 45,331 |
|
|
| 45,743 |
|
|
| 55,611 |
|
|
| 42,904 |
|
Finished goods |
|
| 168,075 |
|
|
| 152,923 |
| ||||||||
|
|
| 321,158 |
|
|
| 304,090 |
|
|
| 359,952 |
|
|
| 328,921 |
|
Obsolescence and other reserves |
|
| (38,285 | ) |
|
| (33,140 | ) |
|
| (42,528 | ) |
|
| (39,377 | ) |
LIFO reserve |
|
| (7,183 | ) |
|
| (6,684 | ) |
|
| (5,306 | ) |
|
| (6,145 | ) |
|
| $ | 275,690 |
|
| $ | 264,266 |
|
| $ | 312,118 |
|
| $ | 283,399 |
|
5. | Goodwill and other intangible assets |
Changes in the carrying amount of goodwill for the threesix months ended January 31, 2018April 30, 2020 by operating segment are as follows:
|
| Adhesive Dispensing Systems |
|
| Advanced Technology Systems |
|
| Industrial Coating Systems |
|
| Total |
| ||||
Balance at October 31, 2017 |
| $ | 392,295 |
|
| $ | 1,172,857 |
|
| $ | 24,058 |
|
| $ | 1,589,210 |
|
Acquisition |
|
| — |
|
|
| 20,078 |
|
|
| — |
|
|
| 20,078 |
|
Currency effect |
|
| 7,561 |
|
|
| 5,276 |
|
|
| — |
|
|
| 12,837 |
|
Balance at January 31, 2018 |
| $ | 399,856 |
|
| $ | 1,198,211 |
|
| $ | 24,058 |
|
| $ | 1,622,125 |
|
|
| Industrial Precision Solutions |
|
| Advanced Technology Solutions |
|
| Total |
| |||
Balance at October 31, 2019 |
| $ | 411,461 |
|
| $ | 1,203,278 |
|
| $ | 1,614,739 |
|
Currency effect |
|
| (1,954 | ) |
|
| (1,445 | ) |
|
| (3,399 | ) |
Balance at April 30, 2020 |
| $ | 409,507 |
|
| $ | 1,201,833 |
|
| $ | 1,611,340 |
|
AccumulatedAs part of our change in operating segments as described in Note 11, we considered whether the reporting units used for purposes of assessing impairment losses, whichof goodwill should be changed and concluded that no changes were recorded in 2009, were $232,789 at January 31, 2018 and October 31, 2017. Of these losses, $229,173 related to the Advanced Technology Systems segment, and $3,616 related to the Industrial Coating Systems segment.necessary.
Page 11
Nordson Corporation
Information regarding our intangible assets subject to amortization is as follows:
|
| January 31, 2018 |
|
| April 30, 2020 |
| ||||||||||||||||||
|
| Carrying Amount |
|
| Accumulated Amortization |
|
| Net Book Value |
|
| Carrying Amount |
|
| Accumulated Amortization |
|
| Net Book Value |
| ||||||
Customer relationships |
| $ | 487,946 |
|
| $ | 113,320 |
|
| $ | 374,626 |
|
| $ | 478,457 |
|
| $ | 191,300 |
|
| $ | 287,157 |
|
Patent/technology costs |
|
| 156,919 |
|
|
| 52,741 |
|
|
| 104,178 |
|
|
| 154,018 |
|
|
| 77,121 |
|
|
| 76,897 |
|
Trade name |
|
| 97,322 |
|
|
| 30,215 |
|
|
| 67,107 |
|
|
| 96,437 |
|
|
| 44,495 |
|
|
| 51,942 |
|
Non-compete agreements |
|
| 11,732 |
|
|
| 9,657 |
|
|
| 2,075 |
|
|
| 11,490 |
|
|
| 10,614 |
|
|
| 876 |
|
Other |
|
| 1,393 |
|
|
| 1,392 |
|
|
| 1 |
|
|
| 1,398 |
|
|
| 1,393 |
|
|
| 5 |
|
Total |
| $ | 755,312 |
|
| $ | 207,325 |
|
| $ | 547,987 |
|
| $ | 741,800 |
|
| $ | 324,923 |
|
| $ | 416,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| October 31, 2017 |
|
| October 31, 2019 |
| ||||||||||||||||||
|
| Carrying Amount |
|
| Accumulated Amortization |
|
| Net Book Value |
|
| Carrying Amount |
|
| Accumulated Amortization |
|
| Net Book Value |
| ||||||
Customer relationships |
| $ | 480,536 |
|
| $ | 102,033 |
|
| $ | 378,503 |
|
| $ | 480,007 |
|
| $ | 173,996 |
|
| $ | 306,011 |
|
Patent/technology costs |
|
| 150,581 |
|
|
| 48,669 |
|
|
| 101,912 |
|
|
| 154,735 |
|
|
| 71,663 |
|
|
| 83,072 |
|
Trade name |
|
| 93,281 |
|
|
| 28,366 |
|
|
| 64,915 |
|
|
| 96,655 |
|
|
| 41,303 |
|
|
| 55,352 |
|
Non-compete agreements |
|
| 11,142 |
|
|
| 9,298 |
|
|
| 1,844 |
|
|
| 11,540 |
|
|
| 10,406 |
|
|
| 1,134 |
|
Other |
|
| 1,384 |
|
|
| 1,378 |
|
|
| 6 |
|
|
| 1,400 |
|
|
| 1,394 |
|
|
| 6 |
|
Total |
| $ | 736,924 |
|
| $ | 189,744 |
|
| $ | 547,180 |
|
| $ | 744,337 |
|
| $ | 298,762 |
|
| $ | 445,575 |
|
Amortization expense for the three months ended January 31, 2018April 30, 2020 and 20172019 was $13,889$14,660 and $7,630,$14,133, respectively.
Page 10
Nordson Corporation
Amortization expense for the six months ended April 30, 2020 and 2019 was $30,833 and $27,762, respectively.
The components of net periodic pension cost for the three and six months ended January 31, 2018April 30, 2020 and January 31, 20172019 were:
|
| U.S. |
|
| International |
|
| U.S. |
|
| International |
| ||||||||||||||||||||
Three Months Ended |
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||||||
Service cost |
| $ | 3,821 |
|
| $ | 3,058 |
|
| $ | 510 |
|
| $ | 534 |
|
| $ | 5,235 |
|
| $ | 3,577 |
|
| $ | 459 |
|
| $ | 486 |
|
Interest cost |
|
| 3,500 |
|
|
| 3,211 |
|
|
| 410 |
|
|
| 348 |
|
|
| 4,026 |
|
|
| 4,492 |
|
|
| 251 |
|
|
| 424 |
|
Expected return on plan assets |
|
| (5,491 | ) |
|
| (5,177 | ) |
|
| (380 | ) |
|
| (285 | ) |
|
| (6,175 | ) |
|
| (5,794 | ) |
|
| (304 | ) |
|
| (407 | ) |
Amortization of prior service cost (credit) |
|
| (8 | ) |
|
| 12 |
|
|
| (80 | ) |
|
| (70 | ) | ||||||||||||||||
Amortization of prior service credit |
|
| (22 | ) |
|
| (15 | ) |
|
| (68 | ) |
|
| (76 | ) | ||||||||||||||||
Amortization of net actuarial loss |
|
| 2,156 |
|
|
| 2,327 |
|
|
| 529 |
|
|
| 599 |
|
|
| 3,622 |
|
|
| 1,544 |
|
|
| 729 |
|
|
| 428 |
|
Total benefit cost |
| $ | 3,978 |
|
| $ | 3,431 |
|
| $ | 989 |
|
| $ | 1,126 |
|
| $ | 6,686 |
|
| $ | 3,804 |
|
| $ | 1,067 |
|
| $ | 855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
|
| U.S. |
|
| International |
| ||||||||||||||||||||||||||
Six Months Ended |
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||||||||||||||||||
Service cost |
| $ | 10,293 |
|
| $ | 7,155 |
|
| $ | 1,030 |
|
| $ | 970 |
| ||||||||||||||||
Interest cost |
|
| 7,943 |
|
|
| 8,989 |
|
|
| 514 |
|
|
| 846 |
| ||||||||||||||||
Expected return on plan assets |
|
| (12,334 | ) |
|
| (11,597 | ) |
|
| (635 | ) |
|
| (807 | ) | ||||||||||||||||
Amortization of prior service credit |
|
| (42 | ) |
|
| (30 | ) |
|
| (142 | ) |
|
| (152 | ) | ||||||||||||||||
Amortization of net actuarial loss |
|
| 7,019 |
|
|
| 3,088 |
|
|
| 1,462 |
|
|
| 855 |
| ||||||||||||||||
Total benefit cost |
| $ | 12,879 |
|
| $ | 7,605 |
|
| $ | 2,229 |
|
| $ | 1,712 |
|
Page 12
Nordson Corporation
The components of other postretirement benefit cost for the three and six months ended January 31, 2018April 30, 2020 and January 31, 20172019 were:
|
| U.S. |
|
| International |
|
| U.S. |
|
| International |
| ||||||||||||||||||||
Three Months Ended |
| 2018 |
|
| 2017 |
|
| 2018 |
|
| 2017 |
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||||||
Service cost |
| $ | 221 |
|
| $ | 221 |
|
| $ | 5 |
|
| $ | 5 |
|
| $ | 143 |
|
| $ | 165 |
|
| $ | 4 |
|
| $ | 6 |
|
Interest cost |
|
| 628 |
|
|
| 587 |
|
|
| 5 |
|
|
| 5 |
|
|
| 558 |
|
|
| 749 |
|
|
| 3 |
|
|
| 6 |
|
Amortization of prior service cost (credit) |
|
| (25 | ) |
|
| (41 | ) |
|
| — |
|
|
| — |
| ||||||||||||||||
Amortization of prior service credit |
|
| (4 | ) |
|
| (6 | ) |
|
| — |
|
|
| — |
| ||||||||||||||||
Amortization of net actuarial (gain) loss |
|
| 249 |
|
|
| 229 |
|
|
| (5 | ) |
|
| (4 | ) |
|
| 258 |
|
|
| 152 |
|
|
| (9 | ) |
|
| (9 | ) |
Total benefit cost |
| $ | 1,073 |
|
| $ | 996 |
|
| $ | 5 |
|
| $ | 6 |
|
| $ | 955 |
|
| $ | 1,060 |
|
| $ | (2 | ) |
| $ | 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
|
| U.S. |
|
| International |
| ||||||||||||||||||||||||||
Six Months Ended |
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||||||||||||||||||
Service cost |
| $ | 333 |
|
| $ | 331 |
|
| $ | 7 |
|
| $ | 9 |
| ||||||||||||||||
Interest cost |
|
| 1,173 |
|
|
| 1,497 |
|
|
| 7 |
|
|
| 11 |
| ||||||||||||||||
Amortization of prior service credit |
|
| (8 | ) |
|
| (13 | ) |
|
| — |
|
|
| — |
| ||||||||||||||||
Amortization of net actuarial (gain) loss |
|
| 677 |
|
|
| 304 |
|
|
| (18 | ) |
|
| (16 | ) | ||||||||||||||||
Total benefit cost |
| $ | 2,175 |
|
| $ | 2,119 |
|
| $ | (4 | ) |
| $ | 4 |
|
The components of net periodic pension cost other than service cost are included in Other – net in our Consolidated Statements of Income.
7. | Income taxes |
We record our interim provision for income taxes based on our estimated annual effective tax rate, as well as certain items discrete to the current period. The effective tax ratesrate for the three and six months ended January 31, 2018April 30, 2020 was 21.0% and January 31, 2017 were -1.0% and 29.0%19.8%, respectively. The effective tax rate for the current quarterthree and six months ended April 30, 2019 was lower than the comparable prior year period primarily20.9% and 23.9%, respectively.
Our income tax provision included a discrete tax benefit of $138 and $2,675 due to recently enacted law commonly referredour share-based payment transactions for the three and six months ended April 30, 2020, respectively. Our income tax provision included a similar discrete tax benefit of $2,149 and $3,017 for the three and six months ended April 30, 2019, respectively.
During the six months ended April 30, 2019, a discrete tax expense of $4,866 was recorded to asupdate the provisional amounts recognized in 2018 due to changes in interpretations and assumptions and the finalization of estimates related to the U.S. Tax Cuts and Jobs Act ("the Act").
The Act was enacted into law on December 22, 2017. It reduces the U.S. federal corporate income tax rate from 35% to 21%. We have an October 31 fiscal year-end, therefore the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal rate of 23.3% for our fiscal year ending October 31, 2018, and 21% for subsequent fiscal years. The statutory tax rate of 23.3% was applied to earnings in the current quarter.
The Act requires us to revalue our existing U.S. deferred tax balance to reflect the lower statutory tax rate and pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously deferred from U.S. tax. As a result, we recorded a provisional tax benefit of $45,213 to reflect the revaluation of our tax assets and liabilities at the reduced corporate tax rate. We also recorded a provisional tax expense of $23,124 to reflect the transition tax on previously deferred foreign earnings. The net tax effect of these discrete items resulted in a decrease of $22,089 in income tax expense for the three months ended January 31, 2018. We intend to pay the transition tax in installments over the eight year period allowable under the Act. The transition tax is included in other long-term liabilities in the Consolidated Balance Sheet at January 31, 2018. The amounts recorded are considered a provisional estimate under the U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 118. The provisional calculations may change after the underlying temporary differences and foreign earnings are finalized. Furthermore, we are still analyzing certain aspects of the Act and related interpretive guidance and refining our calculations which could potentially affect the measurement of these balances or potentially give rise to new or additional deferred tax amounts.
In March 2016, the FASB issued a new standard which simplifies the accounting for share-based payment transactions. This guidance requires that excess tax benefits and tax deficiencies be recognized as income tax expense or benefit in the Consolidated Statements of Income rather than as additional paid-in capital. As a result, our income tax provision for the three months ended January 31, 2018 includes a discrete tax benefit of $4,748.
Page 11
Nordson Corporation
The components of accumulated other comprehensive loss, including adjustments for items that are reclassified from accumulated other comprehensive loss to net income, are shown below.
|
| Cumulative |
|
| Pension and |
|
| Accumulated |
| |||
|
| translation |
|
| postretirement benefit |
|
| other comprehensive |
| |||
|
| adjustments |
|
| plan adjustments |
|
| loss |
| |||
Balance at October 31, 2017 |
| $ | (28,423 | ) |
| $ | (106,012 | ) |
| $ | (134,435 | ) |
Pension and postretirement plan changes, net of tax of $(460) |
|
| — |
|
|
| 1,509 |
|
|
| 1,509 |
|
Currency translation losses |
|
| 38,582 |
|
|
| — |
|
|
| 38,582 |
|
Balance at January 31, 2018 |
| $ | 10,159 |
|
| $ | (104,503 | ) |
| $ | (94,344 | ) |
|
| Cumulative |
|
| Pension and |
|
| Accumulated |
| |||
|
| translation |
|
| postretirement benefit |
|
| other comprehensive |
| |||
|
| adjustments |
|
| plan adjustments |
|
| loss |
| |||
Balance at October 31, 2019 |
| $ | (53,332 | ) |
| $ | (178,549 | ) |
| $ | (231,881 | ) |
Amortization of prior service costs and net actuarial losses, net of tax of $(2,213) |
|
| — |
|
|
| 7,127 |
|
|
| 7,127 |
|
Foreign currency translation adjustments |
|
| (18,434 | ) |
|
| — |
|
|
| (18,434 | ) |
Balance at April 30, 2020 |
| $ | (71,766 | ) |
| $ | (171,422 | ) |
| $ | (243,188 | ) |
9. | Stock-based compensation |
During the 20132018 Annual Meeting of Shareholders, our shareholders approved the Amended and Restated 2012 Stock Incentive and Award Plan (the “2012 Plan”). The 2012 Plan provides for the granting of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, stock purchase rights, stock equivalent units, cash awards and other stock or performance-based incentives. A maximum of 2,9004,525 common shares iswere originally available for grant under the 2012 Plan.
Page 13
Nordson Corporation
Stock Options
Nonqualified or incentive stock options may be granted to our employees and directors. Generally, options granted to employees may be exercised beginning one year from the date of grant at a rate not exceeding 25 percent per year and expire 10 years from the date of grant. Vesting accelerates upon the occurrence of events that involve or may resulta qualified termination in connection with a change ofin control. For grants made prior to November 2012, vesting ceases upon retirement, death and disability, and unvested shares are forfeited. For grants made during and after November 2012, inIn the event of termination of employment due to early retirement or normal retirement at age 65, options granted within 12 months prior to termination are forfeited, and vesting continues post retirement for all other unvested options granted. In the event of disability or death, all unvested stock options granted within 12 months prior to termination (or at any time prior to December 28, 2017) fully vest. Termination for any other reason results in forfeiture of unvested options and vested options in certain circumstances. The amortized cost of options is accelerated if the retirement eligibility date occurs before the normal vesting date. Option exercises are satisfied through the issuance of treasury shares on a first-in, first-out basis. We recognized compensation expense related to stock options of $2,617$2,538 and $2,322$2,527 in the three months ended January 31, 2018April 30, 2020 and 2017,2019, respectively. Corresponding amounts for the six months ended April 30, 2020 and 2019 were $5,263 and $5,058
The following table summarizes activity related to stock options for the threesix months ended January 31, 2018:April 30, 2020:
|
| Number of Options |
|
| Weighted-Average Exercise Price Per Share |
|
| Aggregate Intrinsic Value |
|
| Weighted Average Remaining Term | |||
Outstanding at October 31, 2017 |
|
| 1,922 |
|
| $ | 70.08 |
|
|
|
|
|
|
|
Granted |
|
| 368 |
|
| $ | 127.67 |
|
|
|
|
|
|
|
Exercised |
|
| (200 | ) |
| $ | 51.42 |
|
|
|
|
|
|
|
Forfeited or expired |
|
| (4 | ) |
| $ | 95.87 |
|
|
|
|
|
|
|
Outstanding at January 31, 2018 |
|
| 2,086 |
|
| $ | 81.98 |
|
| $ | 128,781 |
|
| 7.0 years |
Vested or expected to vest at January 31, 2018 |
|
| 2,056 |
|
| $ | 81.47 |
|
| $ | 127,958 |
|
| 6.9 years |
Exercisable at January 31, 2018 |
|
| 1,142 |
|
| $ | 63.37 |
|
| $ | 91,738 |
|
| 5.4 years |
|
| Number of Options |
|
| Weighted- Average Exercise Price Per Share |
|
| Aggregate Intrinsic Value |
|
| Weighted Average Remaining Term | |||
Outstanding at October 31, 2019 |
|
| 1,787 |
|
| $ | 97.74 |
|
|
|
|
|
|
|
Granted |
|
| 370 |
|
| $ | 165.04 |
|
|
|
|
|
|
|
Exercised |
|
| (228 | ) |
| $ | 81.40 |
|
|
|
|
|
|
|
Forfeited or expired |
|
| (21 | ) |
| $ | 138.83 |
|
|
|
|
|
|
|
Outstanding at April 30, 2020 |
|
| 1,908 |
|
| $ | 112.28 |
|
| $ | 94,349 |
|
| 6.9 years |
Expected to vest |
|
| 845 |
|
| $ | 140.24 |
|
| $ | 18,964 |
|
| 8.6 years |
Exercisable at April 30, 2020 |
|
| 1,047 |
|
| $ | 89.09 |
|
| $ | 75,214 |
|
| 5.6 years |
As of January 31, 2018,April 30, 2020, there was $15,201$15,769 of total unrecognized compensation cost related to unvested stock options. That cost is expected to be amortized over a weighted average period of approximately 1.61.7 years.
Page 12
Nordson Corporation
The fair value of each option grant was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:
Three months ended |
| January 31, 2018 |
|
| January 31, 2017 |
|
Expected volatility |
| 24.0%-26.7% |
|
| 29.0%-29.2% |
|
Expected dividend yield |
| 0.97% |
|
| 1.17% |
|
Risk-free interest rate |
| 2.09%-2.20% |
|
| 1.89%-2.01% |
|
Expected life of the option (in years) |
| 5.4-6.2 |
|
| 5.4-6.2 |
|
Six months ended | April 30, 2020 | April 30, 2019 | ||
Expected volatility | 24.5%-29.2% | 24.1%-24.5% | ||
Expected dividend yield | 0.92%-1.16% | 1.04% | ||
Risk-free interest rate | 0.50%-1.69% | 2.84%-2.95% | ||
Expected life of the option (in years) | 5.3-6.2 | 5.3-6.2 |
The weighted-average expected volatility used to value the 20182020 and 20172019 options was 25.0%,25.1% and 29.1%24.3%, respectively.
Historical information was the primary basis for the selection of the expected volatility, expected dividend yield and the expected lives of the options. The risk-free interest rate was selected based upon yields of U.S. Treasury issues with a term equal to the expected life of the option being valued.
The weighted average grant date fair value of stock options granted during the threesix months ended January 31, 2018April 30, 2020 and 20172019 was $31.42$37.81 and $28.86,$31.74, respectively.
The total intrinsic value of options exercised during the three months ended January 31, 2018April 30, 2020 and 20172019 was $18,723$1,704 and $12,450,$14,699, respectively. The total intrinsic value of options exercised during the six months ended April 30, 2020 and 2019 was $18,948 and $19,321, respectively.
Cash received from the exercise of stock options for the threesix months ended January 31, 2018April 30, 2020 and 20172019 was $10,306$18,547 and $8,246,$14,454, respectively.
Restricted Shares and Restricted Share Units
We may grant restricted shares and/or restricted share units to our employees and directors. These shares or units may not be transferred for a designated period of time (generally one to three years) defined at the date of grant.
Page 14
Nordson Corporation
For employee recipients, in the event of termination of employment due to early retirement with the consent of the Company, restricted shares granted within 12 months prior to termination are forfeited, and other restricted shares vest on a pro-rata basis. In the event of termination of employment due to normal retirement at age 65, restricted shares granted within 12 months prior to termination are forfeited, and, for other restricted shares, the restriction period will lapse and the shares will vest and be transferable. RestrictionsFor restricted shares granted within 12 months prior to termination (or at any time prior to December 28, 2017), the restrictions lapse in the event of a recipient’s disability or death. Termination for any other reason prior to the lapse of any restrictions results in forfeiture of the shares.
For non-employee directors, all restrictions lapse in the event of disability or death of the non-employee director. Termination of service as a director for any other reason within one year of date of grant results in a pro-rata vesting of shares or units.
As shares or units are issued, deferred stock-based compensation equivalent to the fair value on the date of grant is expensed over the vesting period. Tax benefits arising from the lapse of restrictions are recognized when realized and credited to capital in excess of stated value.
The following table summarizes activity related to restricted shares during the threesix months ended January 31, 2018:April 30, 2020:
|
| Number of Shares |
|
| Weighted-Average Grant Date Fair Value |
|
| Number of Shares |
|
| Weighted-Average Grant Date Fair Value |
| ||||
Restricted shares at October 31, 2017 |
|
| 58 |
|
| $ | 90.38 |
| ||||||||
Restricted shares at October 31, 2019 |
|
| 66 |
|
| $ | 126.83 |
| ||||||||
Granted |
|
| 20 |
|
| $ | 127.68 |
|
|
| 18 |
|
| $ | 162.95 |
|
Forfeited |
|
| (4 | ) |
| $ | 138.36 |
| ||||||||
Vested |
|
| (22 | ) |
| $ | 85.16 |
|
|
| (25 | ) |
| $ | 120.18 |
|
Restricted shares at January 31, 2018 |
|
| 56 |
|
| $ | 105.73 |
| ||||||||
Restricted shares at April 30, 2020 |
|
| 55 |
|
| $ | 141.09 |
|
As of January 31, 2018,April 30, 2020, there was $4,678$4,772 of unrecognized compensation cost related to restricted shares. The cost is expected to be amortized over a weighted average period of 2.21.9 years. The amount charged to expense related to restricted shares during the three months ended January 31, 2018April 30, 2020 and 20172019 was $754$688 and $578,$1,167, respectively. These amounts included common share dividends for the three months ended January 31, 2018April 30, 2020 and 20172019 of $17$18, respectively. For the six months ended April 30, 2020 and $16,2019, the amounts charged to expense related to restricted shares were $2,261 and $1,864, respectively.
Page 13
Nordson CorporationThese amounts included common share dividends for the six months ended April 30, 2020 and 2019 of $43 and $36, respectively.
The following table summarizes activity related to restricted share units during the threesix months ended January 31, 2018:April 30, 2020:
|
| Number of Units |
|
| Weighted-Average Grant Date Fair Value |
| ||
Restricted share units at October 31, 2017 |
|
| 0 |
|
| $ | — |
|
Granted |
|
| 8 |
|
| $ | 126.38 |
|
Restricted share units at January 31, 2018 |
|
| 8 |
|
| $ | 126.38 |
|
|
| Number of Units |
|
| Weighted-Average Grant Date Fair Value |
| ||
Restricted share units at October 31, 2019 |
|
| — |
|
| $ | — |
|
Granted |
|
| 7 |
|
| $ | 160.68 |
|
Restricted share units at April 30, 2020 |
|
| 7 |
|
| $ | 160.68 |
|
As of January 31, 2018,April 30, 2020, there was $751$591 of remaining expense to be recognized related to outstanding restricted share units, which is expected to be recognized over a weighted average period of 0.80.5 years. The amount charged to expense related to restricted share units during each of the three months ended January 31, 2018April 30, 2020 and 20172019 was $253.$298 and $263, respectively. For the six months ended April 30, 2020 and 2019, the corresponding amounts were $584 and $526, respectively.
Performance Share Incentive Awards
Executive officers and selected other key employees are eligible to receive common share-based incentive awards. Payouts, in the form of unrestricted common shares, vary based on the degree to which corporate financial performance exceeds predetermined threshold, target and maximum performance goals over three-year performance periods. No payout will occur unless threshold performance is achieved.
The amount of compensation expense is based upon current performance projections for each three-year period and the percentage of the requisite service that has been rendered. The calculations are also based upon the grant date fair value determined using the closing market price of our common shares at the grant date, reduced by the implied value of dividends not to be paid. The per share values were $160.02 and $133.01 for 2020, $120.12 and $138.53 for 2019, and $123.45 and $138.53 for 2018. During the three months ended April 30, 2020, $3,703 was credited to expense, and for the three months ended April 30, 2019, $819 was charged to expense. For the six months ended April 30, 2020, $2,282 was credited to expense, and for the six months ended April 30, 2019, $1,596 was charged to expense. The cumulative amount recorded in shareholders’ equity at April 30, 2020 was $2,007.
Page 15
Nordson Corporation
Deferred Compensation
Our executive officers and other highly compensated employees may elect to defer up to 100% of their base pay and cash incentive and for executive officers, up to 90% of their share-based performance incentive payout each year. Additional share units are credited for quarterly dividends paid on our common shares. Expense related to dividends paid under this plan for the three months ended April 30, 2020 and 2019 was $83 and $73, respectively. For the six months ended April 30, 2020 and 2019, the corresponding amounts were $164 and $145, respectively.
Deferred Directors’ Compensation
Non-employee directors may defer all or part of their cash and equity-based compensation until retirement. Cash compensation may be deferred as cash or as share equivalent units. Deferred cash amounts are recorded as liabilities, and share equivalent units are recorded as equity. Additional share equivalent units are earned when common share dividends are declared.
The following table summarizes activity related to director deferred compensation share equivalent units during the threesix months ended January 31, 2018:April 30, 2020:
|
| Number of Shares |
|
| Weighted-Average Grant Date Fair Value |
| ||
Outstanding at October 31, 2017 |
|
| 101 |
|
| $ | 46.74 |
|
Dividend equivalents |
|
| 1 |
|
| $ | 147.42 |
|
Outstanding at January 31, 2018 |
|
| 102 |
|
| $ | 46.95 |
|
|
| Number of Shares |
|
| Weighted-Average Grant Date Fair Value |
| ||
Outstanding at October 31, 2019 |
|
| 114 |
|
| $ | 55.52 |
|
Dividend equivalents |
|
| — |
|
| $ | — |
|
Outstanding at April 30, 2020 |
|
| 114 |
|
| $ | 55.99 |
|
The amount charged to expense related to director deferred compensation for the three months ended January 31, 2018 and 2017 was $31 and $26, respectively.
Performance Share Incentive Awards
Executive officers and selected other key employees are eligible to receive common share-based incentive awards. Payouts, in the form of unrestricted common shares, vary based on the degree to which corporate financial performance exceeds predetermined threshold, target and maximum performance goals over three-year performance periods. No payout will occur unless threshold performance is achieved.
The amount of compensation expense is based upon current performance projections for each three-year period and the percentage of the requisite service that has been rendered. The calculations are also based upon the grant date fair value determined using the closing market price of our common shares at the grant date, reduced by the implied value of dividends not to be paid. The per share values were $123.45 for 2018, $103.75 and $104.49 per share for 2017 and $67.69 per share for 2016. During the three months ended January 31, 2018 and 2017, $3,349 and $252 was charged to expense, respectively. The cumulative amount recorded in shareholders’ equity at January 31, 2018 was $10,471.
10. | Warranties |
We offer warranties to our customers depending on the specific product and terms of the customer purchase agreement. A typical warranty program requires that we repair or replace defective products within a specified time period (generally one year) from the date of delivery or first use. We record an estimate for future warranty-related costs based on actual historical return rates. Based on analysis of return rates and other factors, the adequacy of our warranty provisions are adjusted as necessary. The liability for warranty costs is included in accruedAccrued liabilities in the Consolidated Balance Sheet.
Page 14
Nordson Corporation
Following is a reconciliation of the product warranty liability for the threesix months ended January 31, 2018April 30, 2020 and 2017:2019:
|
| January 31, 2018 |
|
| January 31, 2017 |
|
| April 30, 2020 |
|
| April 30, 2019 |
| ||||
Beginning balance at October 31 |
| $ | 13,377 |
|
| $ | 11,770 |
|
| $ | 11,006 |
|
| $ | 12,195 |
|
Accruals for warranties |
|
| 3,231 |
|
|
| 2,764 |
|
|
| 5,429 |
|
|
| 4,846 |
|
Warranty payments |
|
| (3,101 | ) |
|
| (2,514 | ) |
|
| (5,231 | ) |
|
| (5,258 | ) |
Currency effect |
|
| 383 |
|
|
| (70 | ) |
|
| (122 | ) |
|
| 31 |
|
Ending balance |
| $ | 13,890 |
|
| $ | 11,950 |
|
| $ | 11,082 |
|
| $ | 11,814 |
|
11. | Operating segments |
We conduct business across three2 primary businessoperating segments: Adhesive Dispensing Systems,Industrial Precision Solutions (IPS) and Advanced Technology Systems, and Industrial Coating Systems.Solutions (ATS). The composition of segments and measure of segment profitability is consistent with that used by our chief operating decision maker. The primary measure used by the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing performance is operating profit, which equals sales less cost of sales and certain operating expenses. Items below the operating profit line of the Consolidated StatementStatements of Income (interest and investment income, interest expense and other income/expense) are excluded from the measure of segment profitability reviewed by our chief operating decision maker and are not presented by operating segment.
Effective in the second quarter of 2020, we made changes to realign our management team and our operating segments. This realignment will enable us to better serve global customers and markets, to more efficiently leverage technology synergies, to operate divisions of significant size in a consistent and focused way and to position ourselves for our next chapter of profitable growth. The accounting policiesrevised operating segments better reflect how we manage the Company, allocate resources, and assess performance of the businesses.
We realigned our former three operating segments into two: Industrial Precision Solutions and Advanced Technology Solutions. Existing product lines were unchanged as part of this new structure.
Page 16
Nordson Corporation
Industrial Precision Solutions:This segment combines our former Adhesive Dispensing Systems (ADS) and Industrial Coating Systems (ICS) businesses. IPS enhances the technology synergies between ADS and ICS to deliver proprietary dispensing and processing technology, to diverse end markets. Product lines reduce material consumption, increase line efficiency and enhance product brand and appearance. Components are used for dispensing adhesives, coatings, paint, finishes, sealants and other materials. This segment primarily serves the sameindustrial, consumer durables and non-durables markets.
Advanced Technology Solutions:This segment integrates our proprietary product technologies found in progressive stages of a customer’s production processes, such as those describedsurface treatment, precisely controlled dispensing of material and post-dispense test and inspection to ensure quality. Related single-use plastic molded syringes, cartridges, tips, fluid connection components, tubing, balloons and catheters are used to dispense or control fluids in Note 1, Significant Accounting Policies,production processes or within customers’ end products. This segment predominantly serves customers in the electronics, medical and related high-tech industrial markets.
The financial information presented herein reflects the impact of our annual report on Form 10-K for the year ended October 31, 2017.preceding changes and prior periods have been revised to reflect these changes.
The following table presents information about our segments:
|
| Adhesive Dispensing Systems |
|
| Advanced Technology Systems |
|
| Industrial Coating Systems |
|
| Corporate |
|
| Total |
| |||||
Three months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 31, 2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net external sales |
| $ | 220,864 |
|
| $ | 271,701 |
|
| $ | 57,859 |
|
| $ | — |
|
| $ | 550,424 |
|
Operating profit (loss) |
|
| 53,315 |
| (a) |
| 67,268 |
|
|
| 10,160 |
|
|
| (13,020 | ) |
|
| 117,723 |
|
Three months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 31, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net external sales |
| $ | 207,837 |
|
| $ | 145,360 |
|
| $ | 54,273 |
|
| $ | — |
|
| $ | 407,470 |
|
Operating profit (loss) |
|
| 53,056 |
| (a) |
| 26,363 |
|
|
| 7,085 |
|
|
| (10,586 | ) |
|
| 75,918 |
|
|
|
|
| Industrial Precision Solutions |
|
| Advanced Technology Solutions |
|
| Corporate |
|
| Total |
| ||||
Three months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net external sales |
| $ | 282,274 |
|
| $ | 247,204 |
|
| $ | — |
|
| $ | 529,478 |
|
Operating profit (loss) |
|
| 76,454 |
|
|
| 58,689 |
|
|
| (10,114 | ) |
|
| 125,029 |
|
Three months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net external sales |
| $ | 301,824 |
|
| $ | 249,295 |
|
| $ | — |
|
| $ | 551,119 |
|
Operating profit (loss) |
|
| 85,481 |
|
|
| 56,535 |
|
|
| (13,120 | ) |
|
| 128,896 |
|
Six months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net external sales |
| $ | 546,073 |
|
| $ | 478,321 |
|
| $ | — |
|
| $ | 1,024,394 |
|
Operating profit (loss) |
|
| 132,858 |
|
|
| 90,976 |
|
|
| (23,712 | ) |
|
| 200,122 |
|
Six months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net external sales |
| $ | 565,277 |
|
| $ | 483,752 |
|
| $ | — |
|
| $ | 1,049,029 |
|
Operating profit (loss) |
|
| 140,890 |
|
|
| 97,320 |
|
|
| (25,033 | ) |
|
| 213,177 |
|
A reconciliation of total segment operating income to total consolidated income before income taxes is as follows:
|
| Three Months Ended |
|
| Three Months Ended |
|
| Six Months Ended |
| |||||||||||||||
|
| January 31, 2018 |
|
| January 31, 2017 |
|
| April 30, 2020 |
|
| April 30, 2019 |
|
| April 30, 2020 |
|
| April 30, 2019 |
| ||||||
Total profit for reportable segments |
| $ | 117,723 |
|
| $ | 75,918 |
|
| $ | 125,029 |
|
| $ | 128,896 |
|
| $ | 200,122 |
|
| $ | 213,177 |
|
Interest expense |
|
| (11,317 | ) |
|
| (5,641 | ) |
|
| (8,293 | ) |
|
| (12,372 | ) |
|
| (18,034 | ) |
|
| (24,738 | ) |
Interest and investment income |
|
| 289 |
|
|
| 273 |
|
|
| 278 |
|
|
| 325 |
|
|
| 867 |
|
|
| 642 |
|
Other-net |
|
| (3,177 | ) |
|
| (157 | ) |
|
| (429 | ) |
|
| (568 | ) |
|
| (3,275 | ) |
|
| (4,757 | ) |
Income before income taxes |
| $ | 103,518 |
|
| $ | 70,393 |
|
| $ | 116,585 |
|
| $ | 116,281 |
|
| $ | 179,680 |
|
| $ | 184,324 |
|
We have significant sales in the following geographic regions:
|
| Three Months Ended |
|
| Three Months Ended |
|
| Six Months Ended |
| |||||||||||||||
|
| January 31, 2018 |
|
| January 31, 2017 |
|
| April 30, 2020 |
|
| April 30, 2019 |
|
| April 30, 2020 |
|
| April 30, 2019 |
| ||||||
United States |
| $ | 165,831 |
|
| $ | 125,521 |
|
| $ | 188,933 |
|
| $ | 190,699 |
|
| $ | 377,433 |
|
| $ | 361,050 |
|
Americas |
|
| 34,279 |
|
|
| 30,042 |
|
|
| 36,673 |
|
|
| 43,682 |
|
|
| 67,756 |
|
|
| 76,119 |
|
Europe |
|
| 141,938 |
|
|
| 119,159 |
|
|
| 136,056 |
|
|
| 149,526 |
|
|
| 262,447 |
|
|
| 282,200 |
|
Japan |
|
| 65,869 |
|
|
| 24,177 |
|
|
| 31,575 |
|
|
| 30,031 |
|
|
| 59,127 |
|
|
| 59,078 |
|
Asia Pacific |
|
| 142,507 |
|
|
| 108,571 |
|
|
| 136,241 |
|
|
| 137,181 |
|
|
| 257,631 |
|
|
| 270,582 |
|
Total net external sales |
| $ | 550,424 |
|
| $ | 407,470 |
|
| $ | 529,478 |
|
| $ | 551,119 |
|
| $ | 1,024,394 |
|
| $ | 1,049,029 |
|
Page 1517
Nordson Corporation
12. | Fair value measurements |
The inputs to the valuation techniques used to measure fair value are classified into the following categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
The following table presentstables present the classification of our assets and liabilities measured at fair value on a recurring basis at January 31, 2018:basis:
|
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||||||||||||||||||
April 30, 2020 |
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||||||||||||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts (a) |
|
| 4,640 |
|
|
| — |
|
|
| 4,640 |
|
|
| — |
|
| $ | 3,492 |
|
| $ | — |
|
| $ | 3,492 |
|
| $ | — |
|
Total assets at fair value |
| $ | 4,640 |
|
| $ | — |
|
| $ | 4,640 |
|
| $ | — |
|
| $ | 3,492 |
|
| $ | — |
|
| $ | 3,492 |
|
| $ | — |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation plans (b) |
| $ | 12,774 |
|
| $ | — |
|
| $ | 12,774 |
|
| $ | — |
|
| $ | 12,708 |
|
| $ | — |
|
| $ | 12,708 |
|
| $ | — |
|
Foreign currency forward contracts (a) |
|
| 5,314 |
|
|
| — |
|
|
| 5,314 |
|
|
| — |
|
|
| 4,990 |
|
|
| — |
|
|
| 4,990 |
|
|
| — |
|
Total liabilities at fair value |
| $ | 18,088 |
|
| $ | — |
|
| $ | 18,088 |
|
| $ | — |
|
| $ | 17,698 |
|
| $ | — |
|
| $ | 17,698 |
|
| $ | — |
|
October 31, 2019 |
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts (a) |
| $ | 5,042 |
|
| $ | — |
|
| $ | 5,042 |
|
| $ | — |
|
Total assets at fair value |
| $ | 5,042 |
|
| $ | — |
|
| $ | 5,042 |
|
| $ | — |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation plans (b) |
| $ | 11,850 |
|
| $ | — |
|
| $ | 11,850 |
|
| $ | — |
|
Foreign currency forward contracts (a) |
|
| 2,381 |
|
|
| — |
|
|
| 2,381 |
|
|
| — |
|
Total liabilities at fair value |
| $ | 14,231 |
|
| $ | — |
|
| $ | 14,231 |
|
| $ | — |
|
| (a) | We enter into foreign currency forward contracts to reduce the risk of foreign currency exposures resulting from receivables, payables, intercompany receivables, intercompany payables and loans denominated in foreign currencies. Foreign |
| (b) | Executive officers and other highly compensated employees may defer up to |
The carrying amounts and fair values of financial instruments, other than cash and cash equivalents, receivables, and accounts payable, are shown in the table below. The carrying values of cash and cash equivalents, receivables and accounts payable approximate fair value due to the short-term nature of these instruments.
|
| April 30, 2020 |
| |||||
|
| Carrying Amount |
|
| Fair Value |
| ||
Long-term debt (including current portion), excluding unamortized debt issuance costs |
|
| 1,280,823 |
|
|
| 1,317,424 |
|
We used the following methods and assumptions in estimating the fair value of financial instruments:
• | Long-term debt is valued by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. |
Page 18
Nordson Corporation
13. |
|
We operate internationally and enter into intercompany transactions denominated in foreign currencies. Consequently, we are subject to market risk arising from exchange rate movements between the dates foreign currencies are recordedcurrency transactions occur and the dates they are settled. We regularly use foreign currency forward contracts to reduce our risks related to most of these transactions. These contracts usually have maturities of 90 days or less and generally require us to exchange foreign currencies for U.S. dollars at maturity, at rates stated in the contracts. These contracts are not designated as hedging instruments. We do not use financial instruments for trading or speculative purposes.
Gains and losses onunder U.S. GAAP. Accordingly, the changes in the fair value of the foreign currency forward contracts are recordedrecognized in each accounting period in “Other – net” on the Consolidated StatementStatements of Income together with the transaction gain or loss from the hedgedrelated balance sheet position. For the three months ended January 31, 2018,April 30, 2020, we recognized net losses of $964$3,728 on foreign currency forward contracts and lossesnet gains of $982$6,720 from the change in fair value of balance sheet positions. For the three months ended January 31, 2017,April 30, 2019, we recognized net losses of $213$1,236 on foreign currency forward contracts and net gains of $203$1,863 from the change in fair value of balance sheet positions. For the six months ended April 30, 2020, we recognized net losses of $4,159 on foreign currency forward contracts and gains of $7,151 from the change in fair value of balance sheet positions. For the six months ended April 30, 2019, we recognized losses of $206 on foreign currency forward contracts and losses of $140 from the change in fair value of balance sheet positions.
Page 16
Nordson Corporation
The following table summarizes, by currency, the foreign currency forward contracts outstanding at January 31, 2018:April 30, 2020 and 2019:
|
| Sell |
|
| Buy |
| ||||||||||
|
| Notional Amounts |
|
| Fair Market Value |
|
| Notional Amounts |
|
| Fair Market Value |
| ||||
Euro |
| $ | 151,860 |
|
| $ | 156,357 |
|
| $ | 82,214 |
|
| $ | 83,310 |
|
British pound |
|
| 42,565 |
|
|
| 43,469 |
|
|
| 54,821 |
|
|
| 57,017 |
|
Japanese yen |
|
| 55,161 |
|
|
| 56,229 |
|
|
| 25,348 |
|
|
| 25,996 |
|
Australian dollar |
|
| 559 |
|
|
| 564 |
|
|
| 7,874 |
|
|
| 8,317 |
|
Hong Kong dollar |
|
| — |
|
|
| — |
|
|
| 107,854 |
|
|
| 107,503 |
|
Singapore dollar |
|
| 975 |
|
|
| 996 |
|
|
| 12,738 |
|
|
| 13,116 |
|
Others |
|
| 6,626 |
|
|
| 6,741 |
|
|
| 52,464 |
|
|
| 53,970 |
|
Total |
| $ | 257,746 |
|
| $ | 264,356 |
|
| $ | 343,313 |
|
| $ | 349,229 |
|
The carrying amounts and fair values of financial instruments at January 31, 2018, other than cash and cash equivalents, receivables and accounts payable, are shown in the table below. The carrying values of cash and cash equivalents, receivables and accounts payable approximate fair value due to the short-term nature of these instruments.
|
| Carrying Amount |
|
| Fair Value |
| ||
Long-term debt, including current maturities |
|
| 1,585,430 |
|
|
| 1,582,964 |
|
Foreign currency forward contracts (net) |
|
| (674 | ) |
|
| (674 | ) |
|
| Notional Amounts |
| |||||
April 30, 2020 contract amounts: |
| Sell |
|
| Buy |
| ||
Euro |
| $ | 110,114 |
|
| $ | 182,146 |
|
British pound |
|
| 18,987 |
|
|
| 58,543 |
|
Japanese yen |
|
| 16,301 |
|
|
| 31,934 |
|
Australian dollar |
|
| 327 |
|
|
| 7,647 |
|
Hong Kong dollar |
|
| 53,935 |
|
|
| 60,737 |
|
Singapore dollar |
|
| 1,082 |
|
|
| 15,620 |
|
Others |
|
| 3,995 |
|
|
| 61,286 |
|
Total |
| $ | 204,741 |
|
| $ | 417,913 |
|
|
|
|
|
|
|
|
|
|
|
| Notional Amounts |
| |||||
April 30, 2019 contract amounts: |
| Sell |
|
| Buy |
| ||
Euro |
| $ | 401,545 |
|
| $ | 279,131 |
|
British pound |
|
| 21,012 |
|
|
| 44,879 |
|
Japanese yen |
|
| 28,504 |
|
|
| 46,226 |
|
Australian dollar |
|
| 180 |
|
|
| 7,771 |
|
Hong Kong dollar |
|
| 1,209 |
|
|
| 128,710 |
|
Singapore dollar |
|
| 794 |
|
|
| 15,356 |
|
Others |
|
| 3,128 |
|
|
| 60,540 |
|
Total |
| $ | 456,372 |
|
| $ | 582,613 |
|
We usedare exposed to credit-related losses in the following methodsevent of nonperformance by counterparties to financial instruments. These financial instruments include cash deposits and assumptionsforeign currency forward contracts. We periodically monitor the credit ratings of these counterparties in estimatingorder to minimize our exposure. Our customers represent a wide variety of industries and geographic regions. For the fairsix months ended April 30, 2020 and 2019, there were no significant concentrations of credit risk.
14. | Leases |
We review new contracts to determine if the contracts include a lease. To the extent a lease agreement includes an extension option that is reasonably certain to be exercised, we have recognized those amounts as part of the right-of-use assets and lease liabilities. We combine lease and non-lease components, such as common area maintenance, in the calculation of the lease assets and related liabilities. As most lease agreements do not provide an implicit rate, we use an incremental borrowing rate (IBR) based on information available at the lease commencement date in determining the present value of financial instruments:lease payments and to help classify the lease as operating or financing. We calculate the IBR based on a bond yield curve which considers secured borrowing rates based on our credit rating and current economic environment, as well as other publicly available data.
Long-term debt
Page 19
Nordson Corporation
We lease certain manufacturing facilities, warehouse space, machinery and equipment, and vehicles. We often have options to renew lease terms for buildings and other assets. We evaluate renewal and termination options at the lease commencement date to determine if we are reasonably certain to exercise the option on the basis of economic factors. Leases with an initial term of 12 months or less (short-term leases) are not recorded on the Consolidated Balance Sheet. Lease expense for operating leases is valued by discountingrecognized on a straight-line basis over the lease term, with variable lease payments recognized in the period those payments occur. Variable payments for leases primarily relate to future cash flows at currently available rates for borrowing arrangements with similar terms and conditions,or amounts, miles, or other quantifiable usage factors which are considerednot determinable at the time the lease agreement commences. Finance lease assets are recorded in Property, plant, and equipment – net on the Consolidated Balance Sheet. As of April 30, 2020, we have no material leases that have yet to be Level 2 inputs undercommence.
Additional lease information is summarized below for the fair value hierarchy.three and six months ended April 30, 2020:
|
| Three months ended |
|
| Six months ended |
| ||||||||||
|
| April 30, 2020 |
|
| April 30, 2020 |
| ||||||||||
|
| Finance Leases |
|
| Operating Leases |
|
| Finance Leases |
|
| Operating Leases |
| ||||
Amortization of right of use assets |
| $ | 1,799 |
|
| $ | — |
|
| $ | 3,513 |
|
| $ | — |
|
Interest |
|
| 91 |
|
|
| — |
|
|
| 174 |
|
|
| — |
|
Lease cost(1) |
| $ | 1,890 |
|
| $ | 5,348 |
|
| $ | 3,687 |
|
| $ | 10,667 |
|
Short-term and variable lease cost(1) |
|
| 534 |
|
|
| 435 |
|
|
| 823 |
|
|
| 1,300 |
|
Total lease cost |
|
| 2,424 |
|
|
| 5,783 |
|
|
| 4,510 |
|
|
| 11,967 |
|
(1) | Lease costs are recorded in both Cost of sales and Selling and administrative expenses on the Consolidated Statements of Income. |
Foreign currency forward contracts are valued using observable market based inputs, which are considered to be Level 2 inputs under
Supplemental cash flow information is summarized below for the fair value hierarchy.six months ended April 30, 2020:
Cash outflows for leases |
| $ | 3,548 |
|
| $ | 10,635 |
|
Weighted average remaining lease term (years) |
| 4.84 years |
|
| 10.60 years |
| ||
Weighted average discount rate |
|
| 2.66 | % |
|
| 1.71 | % |
The following table reconciles the undiscounted cash flows for five years and thereafter to the operating and finance lease liabilities recognized on the statement of financial position as of April 30, 2020. The reconciliation excludes short-term leases that are not recognized on the Consolidated Balance Sheet.
Year: |
| Finance Leases |
|
| Operating Leases |
| ||
2020 |
| $ | 6,503 |
|
| $ | 19,870 |
|
2021 |
|
| 4,420 |
|
|
| 17,865 |
|
2022 |
|
| 2,694 |
|
|
| 15,426 |
|
2023 |
|
| 1,243 |
|
|
| 13,128 |
|
2024 |
|
| 680 |
|
|
| 11,350 |
|
Later years |
|
| 3,293 |
|
|
| 63,655 |
|
Total minimum lease payments |
| $ | 18,833 |
|
| $ | 141,294 |
|
Amounts representing interest |
|
| 1,561 |
|
|
| 11,030 |
|
Present value of minimum lease payments |
| $ | 17,272 |
|
| $ | 130,264 |
|
Page 1720
Nordson Corporation
15. | Long-term debt |
A summary of long-term debt is as follows:
|
| April 30, 2020 |
|
| October 31, 2019 |
| ||
Senior notes, due 2020-2025 |
|
| 140,800 |
|
|
| 140,800 |
|
Senior notes, due 2020-2027 |
|
| 92,857 |
|
|
| 92,857 |
|
Senior notes, due 2023-2030 |
|
| 350,000 |
|
|
| 350,000 |
|
Term loan, due 2022-2024 |
|
| 405,000 |
|
|
| 505,000 |
|
Euro loan, due 2023 |
|
| 290,315 |
|
|
| 128,219 |
|
Private shelf facility, due 2020 |
|
| 5,556 |
|
|
| 30,556 |
|
Development loans, due 2020-2026 |
|
| — |
|
|
| 951 |
|
|
|
| 1,284,528 |
|
|
| 1,248,383 |
|
Less current maturities |
|
| 43,598 |
|
|
| 168,738 |
|
Less unamortized debt issuance costs |
|
| 3,705 |
|
|
| 4,241 |
|
Long-term maturities |
| $ | 1,237,225 |
|
| $ | 1,075,404 |
|
In March 2020 we amended, restated and extended the term of our existing term loan facility with Bank of America Merrill Lynch International Limited. The interest rate is variable based on the EURIBOR rate. The Term Loan Agreement provides for the following term loans in two tranches: € 115,000 due in March 2023 and an additional € 150,000 that was drawn down in March 2020 and is due in March 2023. The weighted average interest rate at April 30, 2020 was 0.824%. At April 30, 2020, the balance outstanding was € 265,000 ($290,315). We were in compliance with all covenants at April 30, 2020.
In April 2019, we amended, restated and extended the term of our existing $605,000 term loan facility with a group of banks. The interest rate is variable based upon the LIBOR rate. At April 30, 2020, $405,000 was outstanding under this facility. The Term Loan Agreement provides for the following term loans in two tranches: $200,000 due in September 2022, and $205,000 due in March 2024. The weighted average interest rate for borrowings under this agreement was 1.06% at April 30, 2020. We were in compliance with all covenants at April 30, 2020.
In April 2019, we entered into a $850,000 unsecured, multicurrency credit facility with a group of banks, which amended, restated and extended our existing syndicated revolving credit agreement that was scheduled to expire in February 2020. This facility has a five-year term and includes a $75,000 subfacility for swing-line loans. It expires in April 2024. We had 0 balances outstanding under this facility at April 30, 2020 and October 31, 2019. We were in compliance with all covenants at April 30, 2020, and the amount we could borrow under the facility would not have been limited by any debt covenants.
In June 2018, we entered into a Note Purchase Agreement with a group of insurance companies under which we sold $350,000 of Senior Notes to the insurance companies and their affiliates. The notes start to mature between June 2023 and June 2030 and bear interest at fixed rates between 3.71% and 4.17%. We were in compliance with all covenants at April 30, 2020.
In July 2015, we entered into a Note Purchase Agreement with a group of insurance companies under which we sold $100,000 of unsecured Senior Notes. At April 30, 2020 and October 31, 2019, there was $92,857 outstanding under this agreement. Existing notes mature between July 2020 and July 2027 and bear interest at fixed rates of 2.89% and 3.19%. We were in compliance with all covenants at April 30, 2020.
In 2012, we entered into a Note Purchase Agreement with a group of insurance companies under which we sold $200,000 of unsecured Senior Notes. At April 30, 2020 and October 31, 2019, there was $140,800 outstanding under this agreement. Existing notes mature between July 2020 and July 2025 and bear interest at fixed rates between 2.62% and 3.13%. We were in compliance with all covenants at April 30, 2020.
We entered into a $150,000 three-year Note Purchase and Private Shelf agreement with New York Life Investment Management LLC in 2011. In 2015, the amount of the facility was increased to $180,000, and in 2016 it was increased to $200,000. At April 30, 2020 and October 31, 2019, $5,556 and $30,556, respectively, was outstanding under this facility. Existing notes mature in September 2020 and bear interest at a fixed rate of 2.21%. We were in compliance with all covenants at April 30, 2020.
Page 21
Nordson Corporation
16. | Contingencies |
We are involved in pending or potential litigation regarding environmental, product liability, patent, contract, employee and other matters arising from the normal course of business. Including the litigation and environmental matters discussed below, after consultation with legal counsel, we do not believe that losses in excess of the amounts we have accrued would have a material adverse effect on our financial condition, quarterly or annual operating results or cash flows.
Class Action Litigation
On February 22, 2019, a former employee, Mr. Ortiz, filed a purported class action lawsuit in the San Diego County Superior Court, California, against Nordson Asymtek, Inc. and Nordson Corporation, alleging various violations of the California Labor Code. Plaintiff seeks, among other things, an unspecified amount for unpaid wages, actual, consequential and incidental losses, penalties, and attorneys’ fees and costs. Mediation is currently scheduled for June 2020. Management believes, based on currently available information, that the ultimate outcome of the proceeding described above will not have a material adverse effect on the Company’s financial condition or results of operations.
Environmental
We have voluntarily agreed with the City of New Richmond, Wisconsin and other Potentially Responsible Parties to share costs associated with the remediation of the City of New Richmond municipal landfill (the “Site”) and the construction of a potable water delivery system serving the impacted area down gradient of the Site. At April 30, 2020 and October 31, 2019, our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $360 and $401, respectively. The liability for environmental remediation represents management’s best estimate of the probable and reasonably estimable undiscounted costs related to known remediation obligations. The accuracy of our estimate of environmental liability is affected by several uncertainties such as additional requirements that may be identified in connection with remedial activities, the complexity and evolution of environmental laws and regulations, and the identification of presently unknown remediation requirements. Consequently, our liability could be greater than our current estimate. However, we do not expect that the costs associated with remediation will have a material adverse effect on our financial condition or results of operations.
17. | Subsequent event |
On June 1, 2020, we acquired Fluortek, Inc., a precision plastic extrusion manufacturer that provides custom dimensioned tubing to the medical device industry. We acquired Fluortek for an aggregate purchase price of $120,000, net of cash and other closing adjustments of approximately $5,000, utilizing cash on hand. This acquisition is being reported in our Advanced Technology Solutions segment, and is not expected to have a material impact on our consolidated financial statements.
Page 22
Nordson Corporation
The following is Management's discussion and analysis of certain significant factors affecting our financial condition and results of operations for the periods included in the accompanying condensed consolidated financial statements.
Overview
Founded in 1954, Nordson Corporation delivers precision technology solutions to help customers succeed worldwide. We engineer, manufacture and market differentiated products and systems used to dispense, applyfor precision dispensing, applying and controlcontrolling of adhesives, coatings, sealants, biomaterials, polymers, plastics and other materials, andmaterials; fluid management; to test and inspect for quality;inspection; and to treatUV curing and cure surfaces.plasma surface treatment. These products are supported with extensive application expertise and direct global sales and service. We serve a wide variety of consumer non-durable, consumer durable and technology end-markets including packaging, nonwovens, electronics, medical, appliances, energy, transportation, building and construction, and general product assembly and finishing. We have approximately 7,5007,600 employees and direct operations in more than 35 countries.
On May 8, 2020, we announced that Joseph P. Kelley had been named Executive Vice President and Chief Financial Officer of the Company effective July 6, 2020. Mr. Kelley succeeds Gregory A. Thaxton, who previously announced his plans to retire. Upon Mr. Kelley’s start date, Mr. Thaxton will become Executive Vice President to the Company until he retires on August 28, 2020.
Segment Update
As described in Note 11, effective in the second quarter of 2020, we made changes to realign our management team and our operating segments. This realignment will enable us to better serve global customers and markets, to more efficiently leverage technology synergies, to operate divisions of significant size in a consistent and focused way and to position ourselves for our next chapter of profitable growth. The revised segments better reflect how we manage the Company, allocate resources, and assess performance of the businesses.
We realigned our former three operating segments into two: Industrial Precision Solutions and Advanced Technology Solutions. Existing product lines were unchanged as part of this new structure.
Industrial Precision Solutions:This segment combines our former Adhesive Dispensing Systems (ADS) and Industrial Coating Systems (ICS) businesses. IPS enhances the technology synergies between ADS and ICS to deliver proprietary dispensing and processing technology, to diverse end markets. Product lines reduce material consumption, increase line efficiency and enhance product brand and appearance. Components are used for dispensing adhesives, coatings, paint, finishes, sealants and other materials. This segment primarily serves the industrial, consumer durables and non-durables markets.
Advanced Technology Solutions:This segment integrates our proprietary product technologies found in progressive stages of a customer’s production processes, such as surface treatment, precisely controlled dispensing of material and post-dispense test and inspection to ensure quality. Related single-use plastic molded syringes, cartridges, tips, fluid connection components, tubing, balloons and catheters are used to dispense or control fluids in production processes or within customers’ end products. This segment predominantly serves customers in the electronics, medical and related high-tech industrial markets.
The financial information presented herein reflects the impact of the preceding changes and prior periods have been reviewed to reflect these changes.
COVID-19 Update
While the coronavirus (COVID-19) pandemic did not have a material adverse effect on our reported results for the second quarter, we continue to actively monitor the impact of the pandemic, which may negatively impact our business and results of operations for the third quarter and potentially beyond. The extent to which our operations will be impacted by the pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the pandemic and actions by government authorities to contain the outbreak or treat its impact, among other things.
As a business supporting multiple “critical infrastructure” sectors by manufacturing materials and products needed for medical supply chains, transportation, energy, communications, and other critical infrastructure industries, we have continued to operate during the course of the COVID-19 pandemic in all of our production facilities, having taken the recommended public health measures to ensure
Page 23
Nordson Corporation
worker and workplace safety. We have seen increases globally for several of our products. These products are being deployed in the fight against the COVID-19 pandemic in the medical industry, and are providing basic consumer necessities in the food and packaging industries. We continue to monitor our customers’ demand. As a result, there are practical limits to the extent we can increase output. Additionally, we are taking steps to offset cost increases from pandemic-related supply chain disruptions. For more information about the risks to the Company as a result of the COVID-19 pandemic and its potential impact on our ability to operate, results of operations, financial condition, liquidity and capital investments, see “Part II, Item 1A. Risk Factors” in this report.
Critical Accounting Policies and Estimates
The preparation and fair presentation of the consolidated unaudited interim financial statements and accompanying notes included in this report are the responsibility of management. The financial statements and footnotes have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements and contain certain amounts that were based upon management’s best estimates, judgments and assumptions that were believed to be reasonable under the circumstances. On an ongoing basis, we evaluate the accounting policies and estimates used to prepare our financial statements. Estimates are based on historical experience, judgments and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates used by management.
A comprehensive discussion of the Company’s critical accounting policies and management estimates and significant accounting policies followed in the preparation of the financial statements is included in Item 7 of our Annual Report on Form 10-K for the year ended October 31, 2017. There2019. Other than the adoption of the new lease standard as described in Note 2, there have been no significant changes in critical accounting policies, management estimates or accounting policies followed since the year ended October 31, 2017.2019.
Sales
Sales – Worldwide sales for the three months ended January 31, 2018April 30, 2020 were $550,424, an increase$529,478, a decrease of 35.1%3.9% from sales of $407,470$551,119 for the comparable period of 2017. Sales2019. Sales volume increased 30.4%, consisting of 18.6% organic growthdecreased 2.5% and 11.8% fromunfavorable currency effects decreased sales by 1.4%. While sales were likely negatively impacted by the first year effectgeneral decline in the global business environment due to the pandemic, the portion of the ACE, InterSelect, Plas-Pak, Vention, and Sonoscan acquisitions. Favorable currency translation effects increased sales by 4.7%.decline attributable to the pandemic is not determinable.
Sales of the Adhesive Dispensing SystemsIndustrial Precision Solutions segment for the three months ended January 31, 2018April 30, 2020 were $220,864$282,274 compared to $207,837$301,824 in the comparable period of 2017, an increase2019, a decrease of $13,027,$19,550, or 6.3%6.5%. The increasedecrease was due to favorablean organic sales volume decrease of 4.5%, and unfavorable currency effects that increaseddecreased sales 5.7%, and a sales volume increase of 0.6%by 2.0%. Within this segment, sales volume increased in the United States and Japan and Asia Pacificregions, which was more than offset by softness in all other regions. Growth in generalour product assembly, rigid packaging, andlines serving consumer non-durable end markets, such as nonwovens, product lines was offset by polymer processingweakness in sales of product lines.lines serving end markets such as automotive and general industrial.
Sales of the Advanced Technology SystemsSolutions segment for the three months ended January 31, 2018April 30, 2020 were $271,701$247,204 compared to $145,360$249,295 in the comparable period of 2017, an increase2019, a decrease of $126,341,$2,091, or 86.9%0.8%. The increasedecrease was due to a sales volume increasedecrease of 83.3%, as well as favorable0.2% and unfavorable currency effects that increaseddecreased sales by 3.6%0.6%. The sales volume increasedecrease consisted of 50.1%0.8% from an organic volume and 33.2%decrease, partially offset by a 0.6% increase from the first yearfirst-year effect of acquisitions. Within this segment, sales volume, inclusive of acquisitions, increased in all geographic regions, and was most pronounced in the United States and Japan. Growth was driven by increased demand for test and inspection and automated dispensing solutions serving electronics end markets, as well as continued strength in fluid management product lines serving medical and industrial end markets.
Sales of the Industrial Coating Systems segment for the three months ended January 31, 2018 were $57,859 compared to $54,273 in the comparable period of 2017, an increase of $3,586, or 6.6%. The increase was due to favorable currency effects that increased sales by 3.4% and a sales volume increase of 3.2%.Optical acquisition. Within this segment, sales volume increased in the Asia and Japan regions and was more than offset by softness in all geographic regions, except for the Americas.other regions. Growth in powder, container,product lines serving medical end markets and liquid finishingfluid dispense product lines serving electronics end markets was more than offset by weakness in our test and inspection and fluid dispense product lines serving industrial end markets was offset by softness in cold materials product lines serving automotive end markets.
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Nordson Corporation
Sales outside the United States accounted for 69.9%64.3% of our sales in the three months ended January 31, 2018April 30, 2020 compared to 69.2% for65.4% in the comparable period of 2017.2019. On a geographic basis, sales in the United States were $165,831, an increase$188,933, a decrease of 32.1%0.9% from 2017.the comparable period of 2019. The increasedecrease in sales was due to an organic sales volume consisteddecrease of 5.1% from organic volume and 27.0%1.2%, offset by a 0.3% increase from acquisitions. In the Americas region, sales were $34,279,$36,673, a decrease of 16% from the comparable period of 2019, with volume decreasing 11.6% and unfavorable currency effects of 4.4%. The decrease in sales volume consisted of lower organic volume of 11.8%, offset by a 0.2% increase from acquisitions. Sales in Europe were $136,056, a decrease of 9.0% from the comparable period of 2019, with volume decreasing 6.1% and unfavorable currency effects of 2.9%. The decrease in sales volume consisted of lower organic volume of 6.7%, offset by a 0.6% increase from acquisitions. Sales in Japan were $31,575, an increase of 14.1%5.1% from 2017,the comparable period of 2019, with volume increasing 11.3%2.8%, and favorable currency effects of 2.8%2.3%. Sales in the Asia Pacific region were $136,241, a decrease of 0.7% from the comparable period of 2019, with volume increasing 0.9%, offset by unfavorable currency effects of 1.6%. The increase in sales volume consisted of 16.4%organic volume growth of 0.8%, and a 0.1% increase from acquisitions,acquisitions.
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Worldwide sales for the six months ended April 30, 2020 were $1,024,394, a 2.3% decrease from sales of $1,049,029 for the comparable period of 2019. The decrease was due to a sales volume decrease of 1.3%, and unfavorable currency effects that decreased sales by 1.0%. The decrease in sales volume consisted of an organic volume decrease of 1.7%, offset by a 5.1%0.4% increase from acquisitions.
Sales of the Industrial Precision Solutions segment for the six months ended April 30, 2020 were $546,073 compared to $565,277 in the comparable period of 2019, a decrease of $19,204, or 3.4%. The decrease was due to an organic sales volume decrease of 1.9%, and unfavorable currency effects that decreased sales by 1.5%. Within this segment, sales volume increased in the United States and Japan, which was more than offset by decreases in all other regions. Growth in our product lines serving consumer non-durable end markets, such as nonwovens, was more than offset by weakness in sales of product lines serving end markets such as automotive and general industrial.
Sales of the Advanced Technology Solutions segment for the six months ended April 30, 2020 were $478,321 compared to $483,752 in the comparable period of 2019, a decrease of $5,431, or 1.1%. The decrease was due to a sales volume decrease of 0.6%, and unfavorable currency effects that decreased sales by 0.5%. The sales volume decrease consisted of 1.4% from an organic volume decrease, partially offset by 0.8% growth from the first year effect of the Optical acquisition. Within this segment, sales volume increased in the Asia Pacific region, was more than offset by softness in all other regions. Growth in product lines serving medical end markets and fluid dispense product lines serving electronic end markets was offset by weakness in our test and inspection and fluid dispense product lines serving industrial end markets.
Sales outside the United States accounted for 63.2% of sales in the six months ended April 30, 2020 compared to 65.6% in the comparable period of 2019. On a geographic basis, sales in the United States were $377,433, an increase of 4.5% from 2019. The increase in sales was due to an organic sales volume increase of 4.2% and a 0.3% increase from acquisitions. In the Americas region, sales were $67,756, a decrease of 11.0% from 2019, with sales volume decreasing 8.3%, and unfavorable currency effects of 2.7%. The decrease in sales volume consisted of 8.6% from an organic volume.volume decrease, partially offset by a 0.3% increase from acquisitions. Sales in Europe were $141,938, an increase$262,447, a decrease of 19.1%7.0% from 2017,2019, with favorablesales volume decreasing 4.6% and unfavorable currency effects of 11.2% and volume increasing 7.9%2.4%. The increasedecrease in sales volume consisted of 5.3% from acquisitions, and 2.6%an organic volume decrease, partially offset by a 0.7% increase from organic volume.acquisitions. Sales in Japan were $65,869,$59,127, an increase of 172.4%0.1% from 2017,2019, with sales volume increasing 171.2% anddecreasing 1.8%, offset by favorable currency effects of 1.2%1.9%. The increasedecrease in sales volume consisted of 168.4%2.0% from an organic volume decrease, and 2.8%was partially offset by a 0.2% increase from acquisitions. Sales in the Asia Pacific region were $142,507, an increase$257,631, a decrease of 31.3%4.8% from 2017,2019, with sales volume increasing 27.2%decreasing 3.7% and favorableunfavorable currency effects of 4.1%1.1%. The increasedecrease in sales volume consisted of 25.0%3.9% from an organic volume and 2.2%decrease, partially offset by a 0.2% increase from acquisitions.
Operating profit – Cost of sales for the three months ended January 31, 2018April 30, 2020 were $249,421, up$239,880, down from $182,332$249,590 in the comparable period of 2017.2019. Gross profit, expressed as a percentage of sales, was 54.7%, the same as in 2019.
Cost of sales for the six months ended April 30, 2020 were $471,602, down from $478,524 in the comparable period of 2019. Gross profit, expressed as a percentage of sales, decreased to 54.7%54.0% for this same period from 55.3%54.4% in 2017.2019. Of the 0.60.4 percentage point decline in gross margin, unfavorable currency translation effects contributed 0.3 percentage points and unfavorable product mix contributed 1.00.1 percentage point, and short-term purchase price accounting charges for acquired inventory contributed 0.2 percentage points. The 0.6 percentage point offset was due to favorable currency translation effects.
Selling and administrative expenses for the three months ended January 31, 2018April 30, 2020 were $183,280, compared to $149,220$164,569, down from $172,633 in the comparable period of 2017.2019. The 22.8% increase4.7% decrease includes 9.5% primarily4.2% in support of higher sales growth, 9.3%base business and 1.3% due to favorable currency translation effects. This improvement was partially offset by 0.6% due to the first year effect of acquisitions 3.4%and 0.2% due to currency translation effects and 0.6% due tohigher severance and restructuring costscosts.
Selling and administrative expenses for the six months ended April 30, 2020 were $352,670, down from $357,328 in the current period. comparable period of 2019. The 1.3% decrease includes 1.3% in support of base business and 0.9 percentage points in favorable currency translation effects. This improvement was partially offset by 0.5% due to the first year effect of acquisitions and 0.4% due to higher severance and restructuring costs.
Selling and administrative expenses as a percentage of sales decreased to 33.3%31.1% for the three months ended January 31, 2018April 30, 2020 compared to 36.6%31.3% in the comparable period of 2017.2019. Of the 3.30.2 percentage point improvement, 5.8decrease, 0.5 percentage points iswere due to leveraging higher sales growth in our Adhesive Dispensing Systems and Advanced Technology Systems segments, and 0.1 percentage points is due to favorable currency translation cost. lower base business costs. This improvement was partially offset by 2.50.2 percentage points due to the first year effect of acquisitions and 0.1 percentage points is primarilypoint due to higher severance and restructuring costs.
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Selling and administrative expenses inas a percentage of sales increased to 34.4% for the current period.
During the threesix months ended January 31, 2018, we recognizedApril 30, 2020 compared to 34.1% in 2019. Of the 0.3 percentage point increase, 0.2 percentage points were due to higher severance and restructuring costs of $1,067. Theseand 0.1 percentage point was due to higher salaries and employee related costs were all recognized withinto support our Adhesives Dispensing Systems segment, and are associated with a restructuring initiative to consolidate certain facilities in the U.S. Additional costs related to this initiative are not expected to be material in future periods. All severance and restructuring costs are included in selling and administrative expenses in the Condensed Consolidated Statements of Income.base business.
Operating capacity for each of our segments can support fluctuations in order activity without significant changes in operating costs. Also, currency translation affectsChanges in exchange rates can materially impact reported operating margins. Operating margins for each segment were favorablyunfavorably impacted by a weakerstronger dollar primarily against the Euro and British PoundChinese Yuan during 2018the first six months of 2020 as compared to 2017.the same period in 2019.
Operating profit as a percentage of sales increased to 21.4%23.6% for the three months ended January 31, 2018April 30, 2020 compared to 18.6%23.4% in the comparable period of 2017.2019. Of the 2.80.2 percentage point improvement in operating margin, favorable leverage of our selling and administrative expensesincrease, lower base business costs contributed 5.80.5 percentage points and 0.4 percentage points were due to favorable product mix. This improvement was partially offset by 0.4 percentage points due to unfavorable currency translation effects, contributed 0.9 percentage points. This improvement was offset by 2.60.2 percentage points due to the first year effect of acquisitions, 1.0 percentage points due to dilution in gross margin related to the consolidation of certain facilities in the U.S., 0.2 percentage points due to short term purchase price accounting charges for acquired inventory and 0.1 percentage pointspoint due to higher severance and restructuring expenses.costs.
Operating profit as a percentage of sales decreased to 19.5% for the six months ended April 30, 2020 compared to 20.3% in 2019. Of the 0.8 percentage point decrease, unfavorable currency translation effects contributed 0.3 percentage points, higher severance and restructuring costs contributed 0.2 percentage points, unfavorable absorption due to lower sales volume and unfavorable product mix contributed 0.3 percentage points.
For the Adhesive Dispensing SystemsIndustrial Precision Solutions segment, operating profit as a percentage of sales decreased to 24.1%27.1% for the three months ended January 31, 2018April 30, 2020 compared to 25.5%28.3% in 2019. Of the 1.2 percentage point decrease in operating margin, 0.6 percentage points were due to unfavorable absorption due to lower sales volume and unfavorable product mix, 0.5 percentage points were due to unfavorable currency translation effects, and 0.1 percentage point was due to higher severance and restructuring costs.
For the Industrial Precision Solutions segment, operating profit as a percentage of sales decreased to 24.3% for the six months ended April 30, 2020 compared to 24.9% for the comparable period of 2017.2019. Of the 1.40.6 percentage point decline in operating margin, dilution in gross marginunfavorable currency translation effects contributed 1.30.4 percentage points and unfavorable absorption due to the consolidation of certain facilities in the U.S., unfavorable leverage of selling and administrative expenseslower sales volume contributed 1.0 percentage point, and higher severance and restructuring expenses contributed 0.40.3 percentage points. These decreases were partially offset by a 1.30.1 percentage point increase due to favorable currency translation effects.lower severance and restructuring expenses.
For the Advanced Technology SystemsSolutions segment, operating profit as a percentage of sales increased to 24.8%23.7% for the three months ended January 31, 2018April 30, 2020 compared to 18.1%22.7% in the comparable period of 2017.2019. Of the 6.71.0 percentage point increaseimprovement in operating margin, favorable leverage of our selling and administrative expensesproduct mix contributed 13.21.1 percentage points and favorable currency translation effects added 0.4lower base business costs contributed 0.5 percentage points. These increases were partially offset by 4.90.4 percentage points due to the first year effect of acquisitions 1.7and 0.2 percentage points due to unfavorable product mix, and 0.3 percentage points due to short term purchase price accounting charges for acquired inventory. currency translation effects.
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For the Industrial Coating SystemsAdvanced Technology Solutions segment, operating profit as a percentage of sales increaseddecreased to 17.6%19.0% for the threesix months ended January 31, 2018April 30, 2020 compared to 13.1% in20.1% for the comparable period of 2017.2019. Of the 4.51.1 percentage point increasedecrease in operating margin, favorablehigher severance and restructuring costs contributed 0.6 percentage points, unfavorable product mix contributed 2.70.3 percentage points, favorableand unfavorable currency translation effects contributed 1.0 percentage points, and favorable leverage of our selling and administrative expenses added 0.80.2 percentage points.
Interest and other income (expense) - Interest expense for the three months ended January 31, 2018April 30, 2020 was $11,317, up$8,293, down from $5,641$12,372 for the comparable period of 2017. The increase2019. Interest expense for the six months ended April 30, 2020 was $18,034, down from $24,738 for the comparable period of 2019. These decreases were primarily due to higherlower average borrowingdebt levels between periods.Otherand lower interest rates compared to the prior year.
Other expense was $3,177$429 for the three months ended January 31, 2018,April 30, 2020, compared to other expense of $157$568 for the comparable period of 2017.2019. Included in the current quarter’s other expense were pension costs of $2,851, offset by foreign currency gains of $2,992. Included in the prior year’s other expense were $1,489 of pension costs, partially offset by $627 of foreign currency gains.
Other expense was $3,275 for the six months ended April 30, 2020, compared to $4,757 for the comparable period of 2019. Included in the current year’s other expense is $1,945were pension costs of $5,615, offset by foreign currency gains of $2,992. Included in the prior year’s other expense were $2,980 of pension costs and $346 of foreign currency losses and $748 primarily related to the write off of building improvements.losses.
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Income taxes – We record our interim provision for income taxes based on our estimated annual effective tax rate, as well as certain items discrete to the current period. Significant judgment is involved regarding the application of global income tax laws and regulations and when projecting the jurisdictional mix of income. We have considered several factors in determining the probability of realizing deferred income tax assets which include forecasted operating earnings, available tax planning strategies and the time period over which the temporary differences will reverse. We review our tax positions on a regular basis and adjust the balances as new information becomes available. The effective tax rate for the three and six months ended January 31, 2018 is -1.0% compared to 29.0% for the three months ended January 31, 2017.April 30, 2020 was 21.0% and 19.8%, respectively. The effective tax rate for the current quarterthree and six months ended April 30, 2019 was lower than the comparable prior year period primarily20.9% and 23.9%, respectively.
Our income tax provision included a discrete tax benefit of $138 and $2,675 due to recently enacted law commonly referredour share-based payment transactions for the three and six months ended April 30, 2020, respectively. Our income tax provision included a similar discrete tax benefit of $2,149 and $3,017 for the three and six months ended April 30, 2019, respectively.
During the six months ended April 30, 2019, a discrete tax expense of $4,866 was recorded to asupdate the provisional amounts recognized in 2018 due to changes in interpretations and assumptions and the finalization of estimates related to the U.S. Tax Cuts and Jobs Act ("the Act").
The Act was enacted into law on December 22, 2017. It reduces the U.S. federal corporate income tax rate from 35% to 21%. We have an October 31 fiscal year-end, therefore the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal rate of 23.3% for our fiscal year ending October 31, 2018, and 21% for subsequent fiscal years. The statutory tax rate of 23.3% was applied to earnings in the current quarter.
The Act requires us to revalue our existing U.S. deferred tax balance to reflect the lower statutory tax rate and pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously deferred from U.S. tax. As a result, we recorded a provisional tax benefit of $45,213 to reflect the revaluation of our tax assets and liabilities at the reduced corporate tax rate. We also recorded a provisional tax expense of $23,124 to reflect the transition tax on previously deferred foreign earnings. The net tax effect of these discrete items resulted in a decrease of $22,089 in income tax expense for the three months ended January 31, 2018. We intend to pay the transition tax in installments over the eight year period allowable under the Act. The transition tax is included in other long-term liabilities in the Consolidated Balance Sheet at January 31, 2018. The amounts recorded are considered a provisional estimate under the U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 118. The provisional calculations may change after the underlying temporary differences and foreign earnings are finalized. Furthermore, we are still analyzing certain aspects of the Act and related interpretive guidance and refining our calculations which could potentially affect the measurement of these balances or potentially give rise to new or additional deferred tax amounts.
The Act also establishes new tax laws that will affect future tax years, including, but not limited to, the creation of the base erosion anti-abuse tax, impact of foreign derived intangible income, and a new provision designed to tax global intangible low-taxed income. These provisions are not effective until our fiscal year ending October 31, 2019 and, as such, have not been incorporated into the current period tax provision. We continue to evaluate the future impacts of these provisions and there can be no assurance of what impact these provisions or the Act in its totality will have on our business, financial condition and results of operations. In addition, in the absence of guidance on various uncertainties and ambiguities in the application of certain provisions of the Act, we will use what we believe are reasonable interpretations and assumptions in applying the Act, but it is possible that the Internal Revenue Service could issue subsequent guidance or take positions on audit that differ from our prior interpretations and assumptions, which could materially adversely impact our cash, tax liabilities, financial condition and results of operations.
In March 2016, the FASB issued a new standard which simplifies the accounting for share-based payment transactions. This guidance requires that excess tax benefits and tax deficiencies be recognized as income tax expense or benefit in the Consolidated Statements of Income rather than as additional paid-in capital. As a result our income tax provision for the three months ended January 31, 2018 includes a discrete tax benefit of $4,748.
Net income – Net income for the three months ended January 31, 2018April 30, 2020, was $104,555,$92,079, or $1.78$1.58 per diluted share, compared to $49,988,$91,923, or $0.86$1.58 per diluted share, in the same period of 2017.2019. This represents a 109.2%0.2% increase in net income. Net income for the three months ended April 30, 2020 was comparable to the same period of 2019 as lower sales were offset by reduced selling and administrative expenses and lower interest expense. For the six months ended April 30, 2020, net income was $144,083, or $2.47 per diluted share, compared to $140,490, or $2.41 per diluted share, in the same period of 2019. This represents a 2.6% increase in net income and a 107.0%2.5% increase in diluted earnings per share. The impact on netThese increases are due primarily to lower income tax and diluted earnings per share due to U.S. Tax Reform forinterest expenses in the three months ended January 31, 2018 was a benefit of $22,089 and $0.37, respectively.current year.
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In the aggregate, average exchange rates for 20182020 used to translate international sales and operating results into U.S. dollars were favorablegenerally unfavorable comparedwith average exchange rates existing during 2017.2019. It is not possible to precisely measure the impact on operating results arising from foreign currency exchange rate changes, because of changes in selling prices, sales volume, product mix and cost structure in each country in which we operate. However, if transactions for the three months ended January, 2018April 30, 2020 were translated at exchange rates in effect during the same period of 2017,2019, sales would have been approximately $18,964 lower$7,700 higher while third-party costs and expenses would have been approximately $10,439 lower. $3,600 higher. If transactions for the six months ended April 30, 2020 were translated at exchange rates in effect during the same period of 2019, sales would have been approximately $10,500 higher while third-party costs and expenses would have been approximately $5,000 higher.
Liquidity and Capital Resources
During the threesix months ended January 31, 2018,April 30, 2020, cash and cash equivalents increased $42,459.$155,091. Cash provided by operations during this period was $109,278,$218,179, compared to $81,151$161,912 for the threesix months ended January 31, 2017.April 30, 2019. Cash of $92,947$202,251 was generated from net income adjusted for non-cash income and expenses (consisting of depreciation and amortization, non-cash stock compensation, deferred income taxes, other non-cash expense and loss on sale of property, plant and equipment), compared to $74,192$206,475 for the comparable period of 2017.2019. Changes in operating assets and liabilities provided $16,331 ofincreased cash by $15,928 in the threesix months ended January 31, 2018,April 30, 2020, compared to $6,959decreasing cash by $44,563 in the comparable period of 2017.2019. The primary reason for this increase was due to higher collections of receivables.
Cash used in investing activities was $59,897$27,731 for the threesix months ended January 31, 2018,April 30, 2020, compared to $23,177$25,688 in the comparable period of the prior year. In the current year, net cash of $43,284 was used for the Sonoscan acquisition.2019. Capital expenditures in the threesix months ended January 31, 2018April 30, 2020 were $16,681,$25,835, compared to $10,079$26,603 in the comparable period of 2017, due primarily to U.S. facility consolidation efforts.2019.
Cash used in financing activities was $11,803$30,987 for the threesix months ended January 31, 2018,April 30, 2020, compared to $38,388$86,560 used in the comparable period of 2017.2019. Net repaymentsProceeds of long-term debt and short-term borrowings provided $1,616,were $39,822 during the six months ended April 30, 2020, compared to $26,643 usednet proceeds of long-term debt of $60,277 in the comparable period of the prior year.year period. Cash of $4,989$41,930 was used for the purchase of treasury shares tendered for taxes related to vesting of restricted stockassociated with employee benefit plans and cash of $17,321$43,878 was used for dividend payments.payments in the current year period, compared to $118,089 and $40,239, respectively, in the comparable period of 2019. Issuance of common shares related to employee benefit plans generated $10,306$18,547 during the six months ended April 30, 2020 compared to $8,246$14,454 in 2017.the comparable period of 2019.
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The following is a summary of significant changes in balance sheet captions from October 31, 20172019 to January 31, 2018.April 30, 2020. Receivables decreased $16,805$55,852 due to higher collections. InventoriesCurrent maturities of long-term debt decreased $125,140 primarily driven by a payment of $100,000 on our Term Loan Agreement and a $25,000 payment on our notes issued under our agreement with New York Life. Long-term debt increased $11,424 due to the Sonoscan acquisition and expected order activity in the second quarter. Net property, plant and equipment increased $10,363 due to capital expenditures of $16,681, offset by depreciation expense. Goodwill increased $32,915 due primarily to the Sonoscan acquisition and the effects of foreign currency translation. The decrease of $35,909 in accrued liabilities was$161,821 primarily due to compensation adjustments and bonuses paid out innet borrowings of our long-term debt, partially offset by the first quarter. The decrease in deferred income taxes liability of $43,421 was primarily duepayments related to the impact of U.S. Tax reform. The increase in other long-term liabilities of $25,251 was primarily due to accruing for the payment of the one-time transition tax associated with the U.S. Tax reform.current maturities noted above.
In December 2014, the board of directors authorized a $300,000 common share repurchase program. This program replaced the $200,000 program approved by the board in August 2013. In August 2015, the board of directors authorized the repurchase of up to an additional $200,000 of the Company’s common shares. This new authorization added capacity toIn August 2018, the board’s December 2014 authorization toboard of directors authorized the repurchase $300,000 of an additional $500,000 of the Company’s common shares. Approximately $118,971$447,703 of the total $1,000,000 authorized remained available for share repurchases at January 31, 2018.April 30, 2020. Uses for repurchased shares include the funding of benefit programs including stock options and restricted stock and 401(k) matching.stock. Shares purchased are treated as treasury shares until used for such purposes. The repurchase program is being funded using cash from operations and proceeds from borrowings under our credit facilities.
Contractual Obligations
In March 2017,2020, we entered into a $705,000amended, restated and extended the term of our existing term loan facility with a groupBank of banks.America Merrill Lynch International Limited. The interest rate is variable based on the EURIBOR rate. The Term Loan Agreement provides for the following term loans in threetwo tranches: € 115,000 due in March 2023 and an additional € 150,000 that was drawn down in March 2020 and is due in March 2023. The weighted average interest rate at April 30, 2020 was 0.824%. At April 30, 2020, the balance outstanding was € 265,000 ($290,315). We were in compliance with all covenants at April 30, 2020.
In April 2019, we amended, restated and extended the term of our existing $605,000 term loan facility with a group of banks. The interest rate is variable based upon the LIBOR rate. At April 30, 2020, $405,000 was outstanding under this facility. The Term Loan Agreement provides for the following two tranches: $200,000 due in October 2018, $200,000September 2022, and $205,000 due in March 2020, and $305,000 due in March 2022.2024. The weighted average interest rate for borrowings under this agreement was 2.66%1.06% at January 31 2018. Borrowings under this agreement were used for the single purpose of acquiring Vention during the second quarter of 2017.April 30, 2020. We were in compliance with all covenants at January 31, 2018.April 30, 2020.
In February 2015,April 2019, we increased,entered into a $850,000 unsecured, multicurrency credit facility with a group of banks, which amended, restated and extended our existing syndicated revolving credit agreement that was scheduled to expire in December 2016. We entered into a $600,000 unsecured, multicurrency credit facility with a group of banks.February 2020. This facility has a five-year term and includes a $50,000$75,000 subfacility for swing-line loans and may be increased from $600,000 to $850,000 under
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certain conditions.loans. It expires in February 2020. Balances outstanding under the prior facility were transferred to the new facility. At January 31, 2018, $263,388 wasApril 2024. We had no balances outstanding under this facility compared to $249,138 outstanding at April 30, 2020 and October 31, 2017. The weighted average interest rate for borrowings under this agreement was 2.56% at January 31, 2018.2019. We were in compliance with all covenants at January 31, 2018,April 30, 2020, and the amount we could borrow under the facility would not have been limited by any debt covenants.
In June 2018, we entered into a Note Purchase Agreement with a group of insurance companies under which we sold $350,000 of Senior Notes to the insurance companies and their affiliates. The notes start to mature between June 2023 and June 2030 and bear interest at fixed rates between 3.71% and 4.17%. We were in compliance with all covenants at April 30, 2020.
In July 2015, we entered into a Note Purchase Agreement with a group of insurance companies under which we sold $100,000 of unsecured Senior Notes. At April 30, 2020 and October 31, 2019, there was $92,857 outstanding under this agreement. Existing notes mature between July 2020 and July 2027 and bear interest at fixed rates of 2.89% and 3.19%. We were in compliance with all covenants at April 30, 2020.
In 2012, we entered into a Note Purchase Agreement with a group of insurance companies under which we sold $200,000 of unsecured Senior Notes. At April 30, 2020 and October 31, 2019, there was $140,800 outstanding under this agreement. Existing notes mature between July 2020 and July 2025 and bear interest at fixed rates between 2.62% and 3.13%. We were in compliance with all covenants at April 30, 2020.
We entered into a $150,000 three-year Note Purchase and Private Shelf agreement with New York Life Investment Management LLC in 2011. In 2015, the amount of the facility was increased to $180,000, and in 2016 it was increased to $200,000. Notes issued under the agreement may have a maturity of up to 12 years, with an average life of up to 10 years, and are unsecured. The interest rate on each note can be fixed or floating and is based upon the market rate at the borrowing date. At January 31, 2018April 30, 2020 and October 31, 2017 $146,6662019, $5,556 and $30,556, respectively, was outstanding under this facility. Existing notes mature betweenin September 2018 and September 20262020 and bear interest at a fixed and floating rates betweenrate of 2.21% and 2.56% per annum. This agreement contains customary events of default and covenants related to limitations on indebtedness and the maintenance of certain financial ratios. We were in compliance with all covenants at January 31, 2018, and the amount we could borrow would not have been limited by any debt covenants.
In 2012, we entered into a Note Purchase Agreement with a group of insurance companies under which we sold $200,000 of Senior Notes. At January 31, 2018 and October 31, 2017 $172,600 was outstanding under this agreement. Existing notes mature between July 2018 and July 2025 and bear interest at fixed rates between 2.62% and 3.13%. We were in compliance with all covenants at January 31, 2018.April 30, 2020.
In April 2015, we entered into a $200,000 term loan facility with a group of banks. $100,000 is due in April 2018 and has a weighted average interest rate of 2.56% and $100,000 is due in April 2020 and has a weighted average interest rate of 2.66%. This loan was used to pay down $100,000 of our previous 364-day unsecured credit facility and $100,000 of our revolving credit facility. Page 28
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Outlook
We were in compliance with all covenants at January 31, 2018.
In July 2015, we entered into a Note Purchase Agreement under which $100,000 of Senior Unsecured Notes were purchased primarily by a group of insurance companies. The notes mature in July 2019 and July 2027 and bear interest at fixed rates of 2.89% and 3.19%. We were in compliance with all covenants at January 31, 2018.
In October 2015, we entered into a €70,000 agreement with Bank of America Merrill Lynch International Limited. The term of the agreement is three years and can be extended by one year on two annual occasions if notice is given between 180 days and 30 days before the maturity date. The interest rate is variable based on the EUR LIBOR rate plus applicable margin based on our leverage ratio. In September 2016 this Agreement was increased to €110,000, and amended and extended to September 2019. At October 31, 2017, the balance outstanding was €10,467 ($12,191). At January 31, 2018, there was no outstanding balance. We were in compliance with all covenants at January 31, 2018.
Outlook
For the balance of the year, we expect to generate sales volume growth, including the first year effect of acquisitions, and we remainare optimistic about longer termour longer-term growth opportunities in the diverse consumer durable, non-durable, industrial, medical, electronics, consumer durable and industrialautomotive end markets we serve. We also support our customers with parts and consumables, where a significant percentage of our revenue is recurring. For 2020, due to the uncertainties of the duration and impact of the COVID-19 pandemic, we have suspended our previously announced annual guidance.
We move forward with caution given the potential for a lower-growth macroeconomic environment, continued trade negotiations between the U.S. and other countries and the marketplace effects of political instability in certain areas of the world. We are also monitoring the COVID-19 pandemic. While the COVID-19 pandemic did not have a material adverse effect on our reported results for the second quarter, we are continuing to actively monitor the impact of the pandemic, which may negatively impact our business and results of operations for the third quarter and potentially beyond. We are unable to predict the ultimate impact that it may have on our business, future results of operations, financial position or cash flows.
Though the pacestatus of improvement in the global economy remains unclear, our growth potential has been demonstrated over time fromthrough our capacityability to build and enhance our core businesses by entering emerging markets, and pursuing market adjacencies.adjacencies and driving growth initiatives. We drive value for our customers through our application expertise, differentiated technology, and direct sales and service support. Our priorities also are focused on operational efficiencies by employing continuous improvement methodologies in our business processes. We expect our efforts will continue to provide more than sufficient cash from operations for meetingto meet our liquidity needs, and payingpay dividends to common shareholders as well as enablingand enable us to invest in the development of new applications and markets for our technologies. We believe our cash provided from operations, our available borrowing capacity, and ready access to capital markets is more than adequate to fund our liquidity needs within the next year and to make other opportunistic investments.
For the second quarter of 2018, sales are expected to increase 9% to 13% as compared to the second quarter a year ago. This outlook includes a range for organic volume to be down 3% to up 1%, 7% growth from the first year effect of acquisitions, and 5% favorable currency translation effects based on the current exchange rate environment. Diluted earnings per share are expected to be in the range of $1.33 to $1.47.
Safe Harbor Statements Under The Private Securities Litigation Reform Act Of 1995
This Form 10-Q, particularly the “Management’s Discussion and Analysis”, contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, businesses in which we operate and the U.S. and global economies. Statements in this Form 10-Q that are not
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Nordson Corporation
historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates”, “supports”, “plans”, “projects”, “expects”, “believes”, “should”, “would”, “could”, “hope”, “forecast”, “management is of the opinion”, use of the future tense and similar words or phrases.
In light of these risks and uncertainties, actual events and results may vary significantly from those included in or contemplated or implied by such statements. Readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Factors that could cause actual results to differ materially from the expected results are discussed in Part I, Item 1A, Risk Factors in our Form 10-K for the year ended October 31, 2017.2019 and in Part II, Item 1A, Risk Factors in this report.
Information regarding our financial instruments that are sensitive to changes in interest rates and foreign currency exchange rates was disclosed under Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Form 10-K for the year ended October 31, 2017.2019. The information disclosed has not changed materially in the interim period since then.
Our management with the participation of the principal executive officer (President and Chief Executive Officer) and principal financial officer (Senior(Executive Vice President, Chief Financial Officer) has reviewed and evaluated our disclosure controls and procedures (as defined in the Securities Exchange Act Rule 13a-15(e)) as of January 31, 2018.April 30, 2020. Based on that evaluation, our management, including the principal executive and financial officers, has concluded that our disclosure controls and procedures were effective as of January 31, 2018April 30, 2020 in ensuring that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
There were no changes in our internal controlscontrol over financial reporting that occurred during the three months ended January 31, 2018April 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Nordson Corporation
PartPart II – OTHER INFORMATION
We are involved in pending or potential litigation regarding environmental, product liability, patent, contract, employee and other matters arising from the normal course of business. Including the litigation and environmental mattermatters discussed below, it is our opinion, after consultation with legal counsel, we do not believe that resolutionslosses in excess of these matters are not expected to result inthe amounts we have accrued would have a material adverse effect on our financial condition, quarterly or annual operating results or cash flows.
Class Action Litigation
On February 22, 2019, a former employee, Mr. Ortiz, filed a purported class action lawsuit in the San Diego County Superior Court, California, against Nordson Asymtek, Inc. and Nordson Corporation, alleging various violations of the California Labor Code. Plaintiff seeks, among other things, an unspecified amount for unpaid wages, actual, consequential and incidental losses, penalties, and attorneys’ fees and costs. Mediation is currently scheduled for June 2020. Management believes, based on currently available information, that the ultimate outcome of the proceeding described above will not have a material adverse effect on the Company’s financial condition or results of operations.
Environmental
We have voluntarily agreed with the City of New Richmond, Wisconsin and other Potentially Responsible Parties to share costs associated with the remediation of the City of New Richmond municipal landfill (the “Site”) and the construction of a potable water delivery system serving the impacted area down gradient of the Site. At January 31, 2018April 30, 2020 and October 31, 2017,2019, our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $472.$360 and $401, respectively. The liability for environmental remediation represents management’s best estimate of the probable and reasonably estimable undiscounted costs related to known remediation obligations. The accuracy of our estimate of environmental liability is affected by several uncertainties such as additional requirements that may be identified in connection with remedial activities, the complexity and evolution of environmental laws and regulations, and the identification of presently unknown remediation requirements. Consequently, our liability could be greaterdifferent than our current estimate. However, we do not expect that the costs associated with remediation will have a material adverse effect on our financial condition or results of operations.
Information regarding our
In addition to the other information set forth in this report, you should carefully consider the risk factors was disclosed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K filed for the fiscal year ended October 31, 2017. 2019 (the “2019 Form 10-K”). Many of the risks identified in the 2019 Form 10-K are, and will be further, exacerbated by the impact of the COVID-19 pandemic and the actions taken by governmental entities, businesses, individuals and others in response to the pandemic. Other than as set forth below, there have been no material changes to the risk factors previously disclosed in the 2019 Form 10-K.
The information disclosedCOVID-19 pandemic may have a negative impact, which could be material, on our ability to operate, results of operations, financial condition, liquidity and capital investments.
In March 2020, the World Health Organization categorized the current coronavirus disease (“COVID-19”) as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. COVID-19 continues to spread throughout the United States and other countries across the world, and the duration and severity of its effects are currently unknown. The pandemic has not changedresulted in governments around the world implementing increasingly stringent measures to help control the spread of the virus, including quarantines, social distancing protocols, “shelter in place” and “stay at home” orders, travel restrictions, business curtailments, school closures and other measures. In addition, governments and central banks in several parts of the world have enacted fiscal and monetary stimulus measures to counteract the impacts of COVID-19.
We manufacture and provide essential products and services to a variety of critical infrastructure customers around the globe, and we intend to continue providing our products and services to these customers. However, any negative impact of the COVID-19 pandemic and similar issues in the future could have a material adverse effect on our ability to operate, results of operations, financial condition, liquidity, and capital investments. In addition, preventive measures we may voluntarily put in place may have a material adverse effect on our business for an indefinite period of time, such as the potential shut down of certain locations, decreased employee availability, potential border closures, disruptions to the businesses of our channel partners and other potential adverse effects. Our suppliers and customers may also face these and other challenges, which could lead to a disruption in our supply chain, as well as decreased customer demand for our products and services. These issues may also materially in 2018.affect our future access to our sources of liquidity, particularly our cash flows from operations, financial condition, capitalization and capital investments. The long-term economic impact and near-term financial impacts of the COVID-19 pandemic cannot be reasonably estimated at this time due to the uncertainty of future developments.
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Nordson Corporation
The following table summarizes common stock repurchased by the Company during the three months ended January 31, 2018:April 30, 2020:
|
|
|
|
|
|
|
|
|
| Total Number of |
|
| Maximum Value |
| ||
|
|
|
|
|
|
|
|
|
| Shares Purchased |
|
| of Shares that |
| ||
|
| Total Number |
|
| Average |
|
| as Part of Publicly |
|
| May Yet Be Purchased |
| ||||
|
| of Shares |
|
| Price Paid |
|
| Announced Plans |
|
| Under the Plans |
| ||||
|
| Purchased (1) |
|
| per Share |
|
| or Programs(2) |
|
| or Programs(2) |
| ||||
November 1, 2017 to November 30, 2017 |
|
| 8 |
|
|
| 127.66 |
|
|
| — |
|
| $ | 118,971 |
|
December 1, 2017 to December 31, 2017 |
|
| 1 |
|
|
| 146.63 |
|
|
| — |
|
| $ | 118,971 |
|
January 1, 2018 to January 31, 2018 |
|
| — |
|
|
| — |
|
|
| — |
|
| $ | 118,971 |
|
Total |
|
| 9 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Number of |
|
| Approximate Dollar Value |
| ||
|
|
|
|
|
|
|
|
|
| Shares Purchased |
|
| of Shares that |
| ||
|
| Total Number |
|
| Average |
|
| as Part of Publicly |
|
| May Yet Be Purchased |
| ||||
|
| of Shares |
|
| Price Paid |
|
| Announced Plans |
|
| Under the Plans |
| ||||
|
| Purchased(1) |
|
| per Share |
|
| or Programs(2) |
|
| or Programs(2) |
| ||||
February 1, 2020 to February 29, 2020 |
|
| — |
|
|
| — |
|
|
| — |
|
| $ | 485,242 |
|
March 1, 2020 to March 31, 2020 |
|
| 212 |
|
|
| 120.71 |
|
|
| 212 |
|
| $ | 459,543 |
|
April 1, 2020 to April 30, 2020 |
|
| 88 |
|
|
| 135.33 |
|
|
| 88 |
|
| $ | 447,703 |
|
Total |
|
| 300 |
|
|
|
|
|
|
| 300 |
|
|
|
|
|
| (1) | Includes shares tendered for taxes related to vesting of restricted stock. |
| (2) | In December 2014, the board of directors authorized a $300,000 common share repurchase program. In August 2015, the board of directors authorized the repurchase of up to an additional $200,000 of the Company’s common shares. |
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Nordson Corporation
| ||
|
|
|
| ||
31.1 |
| |
|
|
|
31.2 |
| |
|
|
|
32.1 |
| |
|
|
|
32.2 |
| |
|
|
|
101 |
| The following financial information from Nordson Corporation’s Quarterly Report on Form 10-Q for the three months ended |
104 | The cover page from Nordson Corporation’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2020, formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101). |
* | Furnished herewith. |
|
|
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Nordson Corporation
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: |
| Nordson Corporation |
|
|
|
|
| By: /s/ |
|
| Gregory A. Thaxton |
|
|
|
|
| (Principal Financial Officer) |
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