UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|☒||ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|
For the fiscal year ended October 31, 2021
|☐||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
(Exact name of Registrant as specified in its charter)
(State of incorporation)
28601 Clemens Road Westlake, Ohio
(Address of principal executive offices)
(I.R.S. Employer Identification No.)
(Registrant’s Telephone Number, including area code)
|Securities registered pursuant to Section 12(b) of the Act:|
|Title of Each Class||Trading Symbol(s)||Name of Each Exchange on which Registered|
|Common Shares, without par value||NDSN||Nasdaq Stock Market LLC|
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No x
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 x No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
|Large accelerated filer||x||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 ☐
Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
The aggregate market value of Common Shares, no par value per share, held by nonaffiliates (based on the closing sale price on the Nasdaq Stock Market) as of April 30, 2021 was approximately $12,262,663,905.
There were 58,176,606 Common Shares outstanding as of November 30, 2021.
Documents incorporated by reference:
Portions of the Proxy Statement for the 2022 Annual Meeting - Part III of the Form 10-K
NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES
In this annual 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 indicated. Unless the context otherwise indicates, all references to “we,” “us,” “our,” or the “Company” mean Nordson Corporation.
Unless otherwise noted, all references to years relate to our fiscal year ending October 31.
Item 1. Business
General Description of Business
Nordson is an innovative precision technology company that leverages a scalable growth framework to deliver top tier growth with leading margins and returns. We engineer, manufacture and market differentiated products and systems used for precision dispensing, applying and controlling of adhesives, coatings, polymers, sealants, biomaterials, and other fluids, to test and inspect for quality, and to treat and cure surfaces and various medical products such as: catheters, cannulae, medical balloons and medical tubing.. 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, electronics, medical, appliances, energy, transportation, building and construction, and general product assembly and finishing.
Our strategy for long-term growth is based on solving customers’ needs globally. We were incorporated in the State of Ohio in 1954 and are headquartered in Westlake, Ohio. Our products are marketed through a network of direct operations in more than 35 countries. Consistent with this global strategy, approximately 67 percent of our revenues were generated outside the United States in 2021.
We have 6,813 employees worldwide. Principal manufacturing facilities are located in the United States, the People’s Republic of China, Germany, Ireland, Israel, Mexico, the Netherlands, and the United Kingdom.
COVID-19 Pandemic Update
In December 2019, a novel strain of coronavirus ("COVID-19") emerged and has since spread to other countries, including the United States. In March 2020, the World Health Organization declared COVID-19 as a pandemic (the "COVID-19 pandemic"). The COVID-19 pandemic, including multiple variants, has resulted in governments around the world implementing stringent measures to help control the spread of the virus, including quarantines, “shelter in place” and “stay at home” orders, travel restrictions, business interruptions and other measures.
Throughout the COVID-19 pandemic, we have supported, and continue to support, multiple “critical infrastructure” sectors by manufacturing materials and products needed for medical supply chains, packaging, transportation, energy, communications, and other critical infrastructure industries. We have benefited from our geographical and product diversification as the end markets we serve have remained resilient in response to the COVID-19 pandemic, and we continue to invest in the businesses, people, and strategies necessary to achieve our long-term priorities as we focus on driving profitable growth. We have continued to operate during the COVID-19 pandemic in all our production facilities, having taken the recommended public health measures to ensure worker and workplace safety. As a result, there have been unfavorable impacts on our manufacturing efficiencies. Additionally, we are taking steps to offset cost increases from COVID-19 pandemic-related supply chain disruptions. For more information on how we have modified our business practices during the COVID-19 pandemic, see “Human Capital Resources” below.
We continue to actively monitor the rapidly evolving circumstances and impact of the COVID-19 pandemic, which has negatively disrupted, and may continue to negatively disrupt, our business and results of operations in the future. The full extent of the COVID-19 pandemic on our operations and the markets we serve remains highly uncertain and will depend largely on future developments related to the COVID-19 pandemic, including infection rates increasing or returning in various geographic areas, variations of COVID-19, the ultimate duration of the COVID-19 pandemic, actions by government authorities to contain the outbreak or treat its impact, such as reimposing previously lifted measures or putting in place additional restrictions, and the widespread distribution and acceptance of an effective vaccine, among other things. These developments are constantly evolving and cannot be accurately predicted. See Part I, Item 1A, “Risk Factors” in this report.
New Secretary and General Counsel
On October 12, 2021, we announced that Jennifer McDonough had been named Executive Vice President, General Counsel and Secretary, effective November 1, 2021. Ms. McDonough succeeded Gina Beredo, who left the Company to pursue a new opportunity.
Corporate Purpose and Goals
We strive to be a vital, self-renewing, worldwide organization that, within the framework of ethical behavior and enlightened citizenship, grows and produces wealth for our customers, employees, shareholders, and communities.
We operate for the purpose of creating balanced, long-term benefits for all of our constituencies.
We focus on long-term growth and returns. Each quarter, we may not produce increased sales, net income, or earnings per share, or exceed the comparative prior year's quarter. When short-term swings occur, we do not intend to alter our foundational objectives in efforts to mitigate the impact of these temporary occurrences.
In 2021, we launched the Ascend strategy, which is designed to deliver top tier revenue growth with attractive margins and returns. Ascend is driven by three interconnected pillars: the NBS (Nordson Business System) Next growth framework; Owner Mindset, our division-led organizational structure; and Winning Teams, our talent strategy. These three pillars are built upon the foundation of what makes Nordson special: our culture and our values.
The NBS Next growth framework, the heart of the Ascend strategy, uses data-based segmentation to identify our greatest opportunities for profitable growth and ensure we are investing our resources disproportionately in those areas. Using data in a consistent and disciplined way, leaders across the Company are defining their strategic business priorities.
We drive organic growth by continually introducing new products and technology, providing high levels of customer service and support, capturing rapidly expanding opportunities in emerging geographies, and by leveraging existing technology into new applications. Additional growth comes through the acquisition of companies that have differentiated precision technology based product portfolio, serve attractive high-growth end-markets applications and have a customer-centric business model. The primary goals of our acquisition strategy are to complement our current capabilities, diversify our business into new industry sectors with new customers and expand the scope of the solutions we can offer to our customers.
We strive to provide genuine customer satisfaction – it is the foundation upon which we continue to build our business.
Complementing our business strategy is the objective to provide opportunities for employee self-fulfillment, growth, security, recognition and equitable compensation. This goal is met through the Human Resources department’s facilitation of employee training, leadership training and the creation of on-the-job growth opportunities. The result is a highly qualified and professional global team capable of meeting corporate objectives. For more information, see "Human Capital Resources" below.
We recognize the value of employee participation in the planning process. Strategic and operating plans are developed by all divisions, resulting in a sense of ownership and commitment on the part of employees in accomplishing our objectives.
We are an equal opportunity employer.
At Nordson, we have a long and proud history of investing in the communities where we live and work. We are committed to contributing approximately five percent of domestic pretax earnings to human welfare services, education and other charitable activities, particularly in communities where we have significant operations. Through the Nordson Corporation Foundation (the “Foundation”), we give back by providing grants to nonprofits in communities where we have facilities employing more than 100 people. In recent years, we have extended our reach internationally, with giving programs in 11 international locations. Since 1989, we have donated more than $135 million to communities where we live and work. In addition, our employees volunteered more than 106,000 hours through our Time ‘N Talent program.
Principal Products and Uses
We engineer, manufacture and market differentiated products and systems used to dispense, apply and control adhesives, coatings, polymers, sealants, biomaterials, medical components, and other fluids, to test and inspect for quality, and to treat and cure surfaces. Our precision technology can be found in manufacturing facilities around the world producing a wide range of goods for consumer durable, consumer non-durable and technology end markets. Equipment ranges from single-use components to manual, stand-alone units for low-volume operations to microprocessor-based automated systems for high-speed, high-volume production lines.
We market our products globally, primarily through a direct sales force, and also through qualified distributors and sales representatives. We have built a worldwide reputation for creativity and expertise in the design and engineering of high-technology application equipment that meets the specific needs of our customers. We create value for our customers by developing solutions that increase uptime, enable faster line speeds and reduce consumption of materials. We serve a broad customer base, both in terms of industries and geographic regions. In 2021, no single customer accounted for ten percent or more of sales.
The following is a summary of the product lines and markets served by our operating segments:
Industrial Precision Solutions
This segment delivers proprietary dispensing and processing technology to diverse end markets. Product line specific solutions reduce material consumption, increase line efficiency and enhance product brand and appearance. Technologies are used for dispensing adhesives, coatings, paint, finishes, sealants and other materials. This segment primarily serves the industrial, consumer durables and non-durables markets.
•Industrial Coatings – Automated and manual dispensing products and systems for cold materials, container coating, liquid finishing and powder coating, as well as ultraviolet equipment used primarily in curing and drying operations. Key strategic markets include beverage containers and food cans, electric battery, appliances, automotive, building and construction, composites, electronics and medical.
•Nonwovens – Dispensing, coating and laminating systems for applying adhesives, lotions, liquids and fibers to disposable products and continuous roll goods. Key strategic markets include adult incontinence products, baby diapers and child-training pants, feminine hygiene products and surgical drapes, gowns, shoe covers and face masks.
•Packaging – Automated adhesive dispensing systems used in the rigid packaged goods industries. Key strategic markets include food and beverage packaging, pharmaceutical packaging, and other consumer goods packaging.
•Polymer Processing – Components and systems used in the thermoplastic and biopolymer melt stream in extrusion, injection molding, compounding, polymerization and recycling processes. Key strategic markets include flexible packaging, electronics, medical, building and construction, transportation and aerospace, and general consumer goods.
•Product Assembly – Dispensing, coating and laminating systems for the assembly of plastic, metal and wood products, for paper and paperboard converting applications and for the manufacturing of continuous roll goods. Key strategic markets include appliances, automotive components, building and construction materials, electronics, furniture, solar energy, and the manufacturing of bags, sacks, books, envelopes and folding cartons.
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.
•Electronics Systems – Automated dispensing systems for high-speed, accurate application of a broad range of attachment, protection and coating fluids, and related gas plasma treatment systems for cleaning and conditioning surfaces prior to dispense. Key strategic markets include the breadth of the electronics industry manufacturing supply chain that produces semiconductor, printed circuit board assemblies and electronic components.
•Fluid Management – Precision manual and semi-automated dispensers, minimally invasive interventional delivery devices, and highly engineered single-use plastic molded syringes, cartridges, tips, fluid connection components, tubing, balloons, and catheters. Products are used within medical equipment and related surgical procedures, in critical industrial production processes and for applying and controlling the flow of adhesives, sealants, lubricants, and biomaterials. Key strategic markets include medical, consumer goods, electronics, and industrial assembly.
•Test and Inspection – Bond testing and automated optical, acoustic microscopy and x-ray inspection systems used in the semiconductor and printed circuit board industries. Key strategic markets include mobile phones, tablets, personal computers, wearable technology, liquid crystal displays, micro hard drives, microprocessors, printed circuit boards, flexible circuits, micro mechanical systems and semiconductor packaging.
Manufacturing, Raw Materials and Other Resources
Our production operations include machining, molding and assembly. We manufacture specially designed parts and assemble components into finished equipment. Many components are made in standard modules that can be used in more than one product or in combination with other components for a variety of models. We have principal manufacturing operations and sources of supply in the United States in Ohio, Georgia, California, Colorado, Connecticut, Illinois, Massachusetts, Michigan, Minnesota, New Jersey, Rhode Island, Tennessee and Wisconsin; as well as in the People’s Republic of China, Germany, Ireland, Israel, Mexico, the Netherlands and the United Kingdom.
Principal materials used to make our products are metals and plastics, typically in sheets, bar stock, castings, forgings, tubing and pellets. We also purchase many electrical and electronic components, fabricated metal parts, high-pressure fluid hoses, packings, seals and other items integral to our products. Suppliers are competitively selected based on cost, quality and service. All significant raw materials that we use are available through multiple sources. We purchase most raw materials and other components on the open market and rely on third parties to provide certain finished goods. While these items are generally available from multiple sources, the cost of products sold may be affected by changes in the market price of raw materials and tariffs on certain raw materials, particularly imports from China, as well as disruptions in availability of raw materials, components and sourced finished goods.
We monitor and investigate alternative suppliers and materials based on numerous attributes including quality, service and price. We currently source raw materials and components from a number of suppliers, but our ongoing efforts to improve the cost effectiveness of our products and services may result in a reduction in the number of our suppliers.
Senior operating management supervises an extensive quality control program for our equipment, machinery and systems, and manufacturing processes.
Natural gas and other fuels are our primary energy sources. However, standby capacity for alternative sources is available if needed.
Though the COVID-19 pandemic has disrupted the global supply chain, we have not experienced significant supply disruption from third-party component suppliers. However, we have faced and continue to face some supply chain constraints primarily related to logistics, including higher freight rates, and obtaining select manufacturing components. In addition, shipments between countries have been impacted and we have experienced delays due to a variety of factors related to supply chain disruption.
We rely on a combination of intellectual property rights, including patents, trademarks, copyrights, trade secrets, and contractual provisions to protect our intellectual property. Our worldwide intellectual property portfolio is strengthened through innovation and brand recognition, and a comprehensive approach for protection and enforcement. We enter into confidentiality and intellectual property agreements with our employees that require them to disclose any inventions created in the scope of employment, convey all rights to those inventions to us, and restrict the distribution of proprietary information. Risk factors associated with our intellectual property are discussed in Item 1A, "Risk Factors".
We protect and promote our intellectual property portfolio and take those actions we deem appropriate to enforce our intellectual property rights and to defend our rights to sell our products both domestically and internationally. Although in the aggregate, our global portfolio of more than 2,100 granted and pending patents and more than 1,000 trademarks are valuable assets that are important to our operations, we believe that our competitive advantage is also largely attributable to the technical, marketing, and sales competence and capabilities of our employees, rather than on any individual patent or trademark. Therefore, we do not consider the expiration or loss of any single patent, trademark, or intellectual property right, to be material to our business as a whole.
Seasonal Variation in Business
Historically, the highest volume of sales occurs in the second half of the year due in large part to the timing of customers’ capital spending programs. Accordingly, first quarter sales volume is typically the lowest of the year due to timing of customers’ capital spending programs and customer holiday shutdowns. However, COVID-19, supply chain disruptions related to COVID-19 and other unusual events have impacted this historical trend to a degree.
Working Capital Practices
No special or unusual practices affect our working capital. We generally require advance payments as deposits on customized equipment and systems and, in certain cases, require progress payments during the manufacturing of these products. We continue to initiate new processes focused on reduction of manufacturing lead times, resulting in lower investment in inventory while maintaining the capability to respond promptly to customer needs.
We operate in a competitive global marketplace and compete with many large, well-established and highly competitive manufacturers and service providers. Our business is affected by a range of macroeconomic conditions, including industry capacity changes, global competition and economic conditions in the U.S. and abroad, as well as fluctuations in currency exchange rates. Our equipment is sold in competition with a wide variety of alternative bonding, sealing, finishing, coating, processing, testing, inspecting and fluid control techniques. Potential uses for our equipment include any production processes
that require preparation, modification or curing of surfaces; dispensing, application, processing or control of fluids and materials; or testing and inspecting for quality.
Many factors influence our competitive position, including pricing, product quality and service. We maintain a leadership position in our business segments by delivering high-quality, innovative products and technologies, as well as service and technical support. Working with customers to understand their processes and developing the application solutions that help them meet their production requirements also contributes to our leadership position. Our worldwide network of direct sales and technical resources also is a competitive advantage.
Compliance with Governmental Regulations
As a U.S. public company that supports manufacturing, designing and servicing highly complex products in regulated environments, our global operations are subject to a variety of laws, regulations and compliance obligations. We have robust internal controls, quality management systems, and management systems of compliance that govern our internal actions and mitigate our risk of non-compliance. We also have safeguards established to identify non-compliance concerns through internal and external audits and risk assessments, as well as an ethics helpline reporting system.
We are also required to comply with increasingly complex and changing laws and regulations enacted to protect business and personal data in the United States and other jurisdictions regarding privacy, data protection and data security, including those related to the collection, storage, use, transmission and protection of personal information and other consumer, customer, vendor or employee data. Such privacy and data protection laws and regulations, including with respect to the European Union’s General Data Protection Regulation ("GDPR"), the Brazilian General Data Protection Law, and the California Consumer Privacy Act of 2018 ("CCPA"), and the interpretation and enforcement of such laws and regulations, are continuously developing and evolving and there is significant uncertainty with respect to how compliance with these laws and regulations may evolve and the costs and complexity of future compliance.
We are also subject to federal, state, local and foreign environmental, safety and health laws and regulations concerning, among other things, emissions to the air, discharges to land and water and the generation, handling, treatment and disposal of hazardous waste and other materials. Under certain of these laws, we can be held strictly liable for hazardous substance contamination of any real property we have ever owned, operated or used as a disposal site or for natural resource damages associated with such contamination. We are also required to maintain various related permits and licenses, many of which require periodic modification and renewal. The operation of manufacturing plants unavoidably entails environmental, safety and health risks, and we could incur material unanticipated costs or liabilities in the future if any of these risks were realized in ways or to an extent that we did not anticipate.
We believe that we operate in compliance, in all material respects, with applicable environmental laws and regulations. Compliance with environmental laws and regulations requires continuing management effort and expenditures. We have incurred, and will continue to incur, costs and capital expenditures to comply with these laws and regulations and to obtain and maintain the necessary permits and licenses. We believe that the cost of complying with environmental laws and regulations will not have a material effect on our earnings, liquidity or competitive position but cannot assure that material compliance-related costs and expenses may not arise in the future. For example, future adoption of new or amended environmental laws, regulations or requirements or newly discovered contamination or other circumstances could require us to incur costs and expenses that may have a material effect, but cannot be presently anticipated.
We believe that policies, practices and procedures have been properly designed to prevent unreasonable risk of material environmental damage arising from our operations. We accrue for estimated environmental liabilities with charges to expense and believe our environmental accrual is adequate to provide for our portion of the costs of all such known environmental liabilities. Compliance with federal, state, local and foreign environmental protection laws during 2021 had no material effect on our capital expenditures, earnings or competitive position. Based upon consideration of currently available information, we believe liabilities for environmental matters will not have a material adverse effect on our financial position, operating results or liquidity, but we cannot ensure that material environmental liabilities may not arise in the future.
For a discussion of the risks associated with these laws and regulations, see Part I, Item 1A, "Risk Factors."
Human Capital Resources
As of October 31, 2021, we had 6,813 full-time and part-time employees, including 141 at our Amherst, Ohio, facility who are represented by a collective bargaining agreement that expires on November 12, 2022.
Health and Safety
In 2021, our employees’ health and safety remained our highest priority, especially as we continued to operate through the ever-present COVID-19 pandemic. We manufacture products deemed essential to critical infrastructure industries, including health and safety, food and agriculture, and energy, and as a result, all of our production sites have continued to operate during the pandemic. Continuing the best practices that we adopted in 2020, we maintained a safe work environment for our employees by staying true to the recommendations of the World Health Organization, the U.S. Centers for Disease Control and Prevention, and local governments, including taking actions such as:
•Increasing hygiene, cleaning and sanitizing procedures at all locations;
•Providing personal protective equipment, such as masks, available to employees;
•Limiting travel and encouraged quarantine upon return;
•Maintaining our COVID-leave policy encouraging employees to take time off for illness or caretaking while maintaining steady wages;
•Enforcing strict protocols and screening for outside guests; and
•Updating our coronavirus intranet site as a central resource for up-to-date and accurate information.
As the year progressed, different regions of the world experienced lower level of community spread. We began slowly reintegrating our employees, who had been working from home, into the office. As vaccines have become more available, we continue to actively encourage our global employees to be vaccinated as the best defense against the COVID-19 virus. We continue to be vigilant and adjust our guidelines based upon local data. Our focus on employee health and safety has allowed us to successfully meet the evolving needs of our customers during this unique and dynamic period.
As part of our compensation philosophy, we believe that we must offer and maintain market competitive total rewards programs for our employees in order to attract and retain superior talent. These programs not only include base wages and incentives in support of our pay for performance culture, but also health, welfare, and retirement benefits. We focus many programs on employee wellness and have implemented solutions including mental health support access, telemedicine, and healthy weight loss programs. We believe that these solutions have helped us successfully manage healthcare and prescription drug costs for our employee population.
In the U.S., we match contributions to a tax-qualified defined contribution retirement savings plan (the “Savings Plan”) for all eligible employees, in an amount equal to 50 cents for every dollar contributed by the employee until the employee contributions reach 6% of her or his base compensation. In addition, non-union new hires and re-hires as of July 1, 2021 are eligible for an additional enhanced 401(k) contribution of 3% eligible earnings. All contributions by employees into the Savings Plan are fully vested immediately. Company contributions, both the match and enhanced contribution, have a three-year graded vesting schedule and vest at 33 1/3% each year until fully vested after three years of employment. We also maintain a non-qualified, unfunded, and unsecured deferred compensation plan for the benefit of eligible management employees whose benefits under the Savings Plan are limited by the benefit restrictions of Section 415 of the Internal Revenue Code. In addition, non-union employees hired prior to July 1, 2021 are eligible to participate in a Company-sponsored tax-qualified pension plan for U.S.-based employees (the “Salaried Pension Plan”). The Salaried Pension Plan is designed to work together with social security benefits to provide employees with up to 30 years of service retirement income replacement that is approximately 55% of eligible compensation, subject to the Internal Revenue Code maximum monthly benefit. Participants fully vest in the Salaried Pension Plan after five years of service. All eligible union employees hired prior to November 1, 2004 participate in a Company-sponsored tax-qualified pension plan for U.S.-based employees (the “Hourly Pension Plan”). The Hourly Pension Plan provides a multiplier for each year of service to supplement employees’ retirement income. We also maintain a supplemental retirement benefit restoration plan (“Excess Defined Benefit Pension Plan”), which is an unfunded, non-qualified plan that is designed to provide retirement benefits to U.S.-based eligible participants hired prior to July 1, 2021, as a replacement for retirement benefits limited by regulations under the Internal Revenue Code.
Together, the Salaried Pension Plan and Excess Defined Benefit Pension Plan are intended to provide executive officers, hired prior to July 1, 2021, with retirement income at a level equivalent to that provided to other employees under the Salaried Pension Plan.
We also provide service awards which show appreciation and thanks to longstanding employees with five or more years of service. Service milestones are recognized at each five-year increment by presentation of a digital and/or printed certificate with an invitation to select a recognition award via an online catalog.
Our key talent philosophy is to develop talent from within and supplement with external hires. This approach has yielded a deep understanding among our employee base of our business, products, and customers, while adding new employees and ideas in support of our continuous improvement mindset. We believe that our average tenure across the globe – 10 years as of the end of 2021 – reflects the strong engagement of our employees and is reflective of our positive workplace culture. Our talent acquisition team uses internal and external resources to recruit highly skilled and talented workers, and we encourage employee referrals for open positions.
Talent development and succession planning for critical roles is a cornerstone of our talent program. Development plans are created and monitored for critical roles to ensure progress is made along the established timelines. Development plans also intersect with our mission, particularly as we strive to be responsible to our communities.
One of our core values—Respect for People—reflects the behavior we strive to include in every aspect of the way we conduct business. Our inclusion and diversity initiatives support our goal that everyone throughout the Company is engaged in creating an inclusive workplace, and we work to build diverse talent pools as part of our recruitment efforts. We strive to promote inclusion through “Inclusive Leadership” and unconscious bias training across the Company. With the support of our board of directors, we continue to drive our diversity and inclusion initiatives.
Our annual report (Form 10-K), quarterly reports (Form 10-Q) and current reports (Form 8-K) and amendments to those reports filed or furnished with the Securities and Exchange Commission ("SEC") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge at https://investors.nordson.com as soon as reasonably practical after such material is electronically filed with, or furnished to, the SEC. Copies of these reports may also be obtained free of charge by sending written requests to Corporate Communications, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145. The contents of our website are not incorporated by reference herein and are not deemed to be a part of this report.
Item 1A. Risk Factors
In an enterprise as diverse as ours, a wide range of factors could affect future performance. We discuss in this section some of the risk factors that could materially and adversely affect our business, financial condition, value and results of operations. You should consider these risk factors in connection with evaluating the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause our actual results and financial condition to differ materially from those projected in forward-looking statements. Additional risks factors may exist that are not presently known by the Company or that are currently deemed immaterial may also be present.
Risks Related to the COVID-19 pandemic
The COVID-19 pandemic has negatively disrupted our ability to operate, results of operations, financial condition, liquidity and capital investments, and may continue to have a negative impact, which could be material.
In March 2020, the World Health Organization categorized the COVID-19 pandemic outbreak as a pandemic, and the President of the United States declared the COVID-19 pandemic outbreak a national emergency. COVID-19 continues to spread in the United States and other countries across the world, and the ultimate duration and severity of its effects are currently unknown. Governments around the world have implemented various measures during this pandemic 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 utilized fiscal and monetary stimulus measures to attempt to counteract the impacts of the COVID-19 pandemic.
The COVID-19 pandemic has negatively disrupted, and may continue to negatively impact, our business. While we have continued to operate during the course of the COVID-19 pandemic in all of our production facilities and have supported multiple “critical infrastructure” sectors by manufacturing materials and products needed for medical supply chains, packaging, transportation, energy, communications, and other critical infrastructure industries, we have experienced unfavorable impacts on our manufacturing efficiencies due to the implementation of worker safety measures and cost increases from COVID-19 pandemic-related supply disruptions. We have invested and will continue to invest significant time and resources in modifying our business practices for the continued health and safety of our employees and in managing the impact of the COVID-19 pandemic on our global business. Our focus on managing and mitigating the impacts of the COVID-19 pandemic on our business, including complying with any new or modified government health regulations, for an unknown period of time may cause us to divert or delay the application of our resources toward other or new initiatives or investments, which may have a material adverse impact on our business and results of operations.
Governments around the world have implemented fiscal stimulus measures to counteract the effects of the COVID-19 pandemic. The magnitude and overall effectiveness of these actions remain uncertain. The full extent to which the COVID-19 pandemic will impact our business going forward will depend on future developments that are highly uncertain and cannot be accurately predicted, including, but not limited to, the duration and severity of the COVID-19 pandemic, variations of COVID-19, actions by government authorities to contain the outbreak or treat its impact, such as reimposing previously lifted measures or putting in place additional restrictions, the widespread distribution and acceptance of an effective vaccine, and the extent and severity of the impact on our customers, operations, and suppliers, all of which are uncertain and cannot be predicted. Our future results of operations and liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, supply chain disruptions and uncertain demand.
Additionally, to the extent the COVID-19 pandemic adversely affects our business, results of operations or financial condition, it may heighten other risks described in this “Risk Factors” section below.
Risks Related to Economic Conditions
Changes in United States or international economic conditions, including declines in the industries we serve, could adversely affect the profitability of any of our operations.
In 2021, approximately 33 percent of our revenue was generated in the United States, while approximately 67 percent was generated outside the United States. The COVID-19 pandemic and related preventative and mitigation measures implemented by governments around the world have to date negatively impacted the global economy and created significant volatility and disruption of financial markets.
A general sustained slowdown in the global economy or in a particular region or industry or an increase in trade tensions with U.S. trading partners could negatively impact our business, financial condition or liquidity. Our largest markets include consumer non-durable, industrial, medical, electronics, consumer durable and automotive. A slowdown in any of these specific end markets could directly affect our revenue stream and profitability.
A portion of our product sales is attributable to industries and markets, such as the electronics, polymer processing and metal finishing industries, which historically have been cyclical and sensitive to relative changes in supply and demand and general economic conditions. The demand for our products depends, in part, on the general economic conditions of the industries or national economies of our customers. Downward economic cycles in our customers’ industries or countries may reduce sales of some of our products. It is not possible to predict accurately the factors that will affect demand for our products in the future.
Any significant downturn in the health of the general economy, or any recession, depression or other sustained adverse market event resulting from the COVID-19 pandemic, could have an adverse effect on our revenues and financial performance, resulting in impairment of assets. We cannot predict the strength or duration of any economic slowdown and instability or the timing of any recovery.
Our results have been and could continue to be impacted by uncertainty in U.S. trade policy, including uncertainty surrounding changes in tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments.
Our ability to conduct business can be significantly impacted by changes in tariffs, changes or repeals of trade agreements, including the impact of the “United States-Mexico-Canada Agreement” with Mexico and Canada, which replaced the North American Free Trade Agreement, or the imposition of other trade restrictions or retaliatory actions imposed by various governments. Other effects of these changes, including impacts on the price of raw materials, responsive actions from governments and the opportunity for competitors to establish a presence in markets where we participate, could also have significant impacts on our results. We cannot predict what further action may be taken with respect to tariffs or trade relations between the U.S. and other governments, and any further changes in U.S. or international trade policy could have an adverse impact on our business. Further, the level of impact from the COVID-19 pandemic and the reactions of governmental authorities and others thereto may have significant adverse effects on international trade policy.
Significant movements in foreign currency exchange rates or change in monetary policy may harm our financial results.
We are exposed to fluctuations in foreign currency exchange rates, particularly with respect to the euro, the yen, the pound sterling and the Chinese yuan. Any significant change in the value of the currencies of the countries in which we do business against the United States dollar could affect our ability to sell products competitively and control our cost structure, which could have a material adverse effect on our business, financial condition and results of operations. For additional detail related to this risk, see Part II, Item 7A, Quantitative and Qualitative Disclosure About Market Risk.
A significant portion of our consolidated revenues in 2021 were generated in currencies other than the United States dollar, which is our reporting currency. We recognize foreign currency transaction gains and losses arising from our operations in the period incurred. As a result, currency fluctuations between the United States dollar and the currencies in which we do business
have caused and will continue to cause foreign currency transaction and translation gains and losses, which historically have been material and could continue to be material. We cannot predict the effects of exchange rate fluctuations upon our future operating results because of the number of currencies involved, the variability of currency exposures and the potential volatility of currency exchange rates. We take actions to manage our foreign currency exposure, such as entering into hedging transactions, where available, but we cannot assure that our strategies will adequately protect our consolidated operating results from the effects of exchange rate fluctuations. For example, uncertainty surrounding the impact of the COVID-19 pandemic and the effects of the departure of the United Kingdom from the European Union ("Brexit") have caused increased volatility in global currency exchange rates that have resulted in the strengthening of the United States dollar against the foreign currencies in which we conduct business. Future adverse consequences arising from the COVID-19 pandemic and Brexit may include continued volatility in exchange rates. Any significant fluctuation in exchange rates may be harmful to our financial condition and results of operations. We also face risks arising from the imposition of exchange controls and currency devaluations. Exchange controls may limit our ability to convert foreign currencies into United States dollars or to remit dividends and other payments by our foreign subsidiaries or customers located in or conducting business in a country imposing controls. Currency devaluations diminish the United States dollar value of the currency of the country instituting the devaluation and, if they occur or continue for significant periods, could adversely affect our earnings or cash flow.
Risks Related to Our Business and Operations
A disruption in, shortage of, or price increases for, supply of our components and raw materials may adversely impact our operations.
While we manufacture certain parts and components used in our products, we require substantial amounts of raw materials and purchase some parts and components from suppliers. The availability and prices for raw materials, parts and components may be subject to curtailment or change due to, among other things, suppliers' allocation to other purchasers, interruptions in production by suppliers, changes in exchange rates and prevailing price levels, including as a result of inflation. While we generally attempt to pass along higher raw material, part and component costs to our customers in the form of price increases, there historically has been a delay between an increase in our raw material costs and our ability to increase the prices of our products. Additionally, we may not be able to increase the prices of our products due to competitive pricing pressure and other factors. Shortages in raw materials or our inability to pass along price increases could affect the prices we charge, our operating costs and our competitive position, which could adversely affect our business, financial condition, results of operations and cash flows.
In addition, our facilities, supply chains, distribution systems, and products may be impacted by natural or man-made disruptions, including armed conflict, demand surges, damaging weather or other acts of nature, pandemics or other public health crises. A shutdown of, or inability to utilize, one or more of our facilities, our supply chain, or our distribution system could significantly disrupt our operations, delay production and shipments, impact our relationships and reputation with customers, suppliers, employees and others, result in lost sales, or result in legal exposure and large remediation or other expenses, which could adversely affect our business, financial condition, results of operations and cash flows.
Failure to retain our existing senior management team or the inability to attract and retain qualified personnel could hurt our business and inhibit our ability to operate and grow successfully.
The COVID-19 pandemic has created labor force disruptions impacting factory production and other operations. Our success will continue to depend to a significant extent on the continued service of our executive management team and the ability to recruit, hire and retain other key management personnel, including factory production workers and other staff, to support our growth and operational initiatives and replace those who retire or resign. Failure to retain our leadership team and workforce and to attract and retain other important management and technical personnel could place a constraint on our global growth and operational initiatives, possibly resulting in inefficient and ineffective management and operations, which would likely harm our revenues, operations and product development efforts and eventually result in a decrease in profitability.
The Company may be subject to risks relating to organizational changes.
We regularly execute organizational changes such as acquisitions, divestitures and realignments to support our growth and cost management strategies. We also engage in initiatives aimed to increase productivity, efficiencies and cash flow and to reduce costs. The Company commits significant resources to identify, develop and retain key employees to ensure uninterrupted leadership and direction. If we are unable to successfully manage these and other organizational changes, the ability to complete such activities and realize anticipated synergies or cost savings as well as our results of operations and financial condition could be materially adversely affected. We cannot offer assurances that any of these initiatives will be beneficial to the extent anticipated, or that the estimated efficiency improvements, incremental cost savings or cash flow improvements will be realized as anticipated or at all.
Political conditions in the U.S. and foreign countries in which we operate could adversely affect us.
We conduct our manufacturing, sales and distribution operations on a worldwide basis and are subject to risks associated with doing business both within and outside the United States. We expect that international operations and United States export sales will continue to be important to our business for the foreseeable future. Both sales from international operations and export sales are subject in varying degrees to risks inherent in doing business outside the United States. Such risks include, but are not limited to, the following:
•risks of political or economic instability;
•unanticipated or unfavorable circumstances arising from host country laws or regulations;
•threats of war, terrorism or governmental instability;
•changes in tax rates, adoption of new tax laws or other additional tax policies, and other proposals to reform United States and foreign tax laws that impact how United States multinational corporations are taxed on foreign earnings;
•restrictions on the transfer of funds into or out of a country;
•potential negative consequences from changes to taxation policies;
•the disruption of operations from labor and political disturbances;
•the imposition of tariffs, import or export licensing requirements and other potential changes in trade policies and relations arising from policy initiatives implemented by the U.S. presidential administration;
•exchange controls or other trade restrictions including transfer pricing restrictions when products produced in one country are sold to an affiliated entity in another country; and
•government responses to the COVID-19 pandemic.
Any of these events could reduce the demand for our products, limit the prices at which we can sell our products, interrupt our supply chain, or otherwise have an adverse effect on our operating performance.
Our international operations also depend upon favorable trade relations between the U.S. and those foreign countries in which our customers, subcontractors and materials suppliers have operations. A protectionist trade environment in either the U.S. or those foreign countries in which we do business, such as a change in the current tariff structures, export compliance or other trade policies, may materially and adversely affect our ability to sell our products in foreign markets. The current U.S. presidential administration has criticized existing trade agreements, and while it remains unclear what actions the current or future administration may take with respect to existing and proposed trade agreements, or restrictions on trade generally, more stringent export and import controls may be ultimately imposed in the future.
Increased information technology ("IT") security threats and more sophisticated and targeted cyber crime could pose a risk to our systems, networks, products, solutions and services.
We have experienced and expect to continue to experience cyber-attacks to our systems and networks. To date, we have not experienced any material breaches or material losses related to cyber-attacks. To conduct our business, we rely extensively on information technology systems, networks and services, some of which are managed, hosted and provided by third-party service providers. Increased global IT security threats and more sophisticated and targeted computer crime pose a risk to the security of our systems and networks and those of our third-party service providers and the confidentiality, availability and integrity of our data. Depending on their nature and scope, such threats could potentially lead to the compromising of confidential information, including but not limited to confidential information relating to customer or employee data, improper use of our systems and networks, manipulation and destruction of data, defective products, production downtimes and operational disruptions, which in turn could adversely affect our reputation, competitiveness and results of operations. A cyber-attack or other disruption may also result in financial loss, including potential fines for failure to safeguard data or losses in connection with any litigation that may result from a cyber-attack. Our insurance coverage may not be adequate to cover all the costs arising from such events.
We have taken steps and incurred costs to further strengthen the security of our computer systems and continue to assess, maintain and enhance the ongoing effectiveness of our information security systems. While we attempt to mitigate these risks by employing a number of measures, including employee training, comprehensive monitoring of our networks and systems, and maintenance of backup and protective systems, our systems, networks, products, solutions and services remain potentially vulnerable to advanced persistent threats. The techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often are not recognizable until launched against a target. Accordingly, we may be unable to anticipate these techniques or implement adequate preventative measures. It is therefore possible that in the future we may suffer a
criminal attack, unauthorized parties may gain access to personal information in our possession and we may not be able to identify any such incident in a timely manner.
The interpretation and application of data protection laws, including federal, state and international laws, relating to the collection, use, retention, disclosure, security and transfer of personally identifiable data in the U.S., Europe and elsewhere (including but not limited to the European Union’s GDPR, the Brazilian General Data Protection Law and the CCPA, are uncertain and evolving. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices. In addition, as a result of existing or new data protection requirements, we incur and expect to continue to incur significant ongoing operating costs as part of our significant efforts to protect and safeguard our sensitive data and personal information. These efforts also may divert management and employee attention from other business and growth initiatives. A breach in information privacy could result in legal or reputational risks and could have a negative impact on our revenues and results of operations.
If our intellectual property protection is inadequate, others may be able to use our technologies and tradenames and thereby reduce our ability to compete, which could have a material adverse effect on us, our financial condition and results of operations.
We regard much of the technology underlying our products and the trademarks under which we market our products as proprietary. The steps we take to protect our proprietary technology may be inadequate to prevent misappropriation of our technology, or third parties may independently develop similar technology. We rely on a combination of patents, trademark, copyright and trade secret laws, employee and third-party non-disclosure agreements and other contracts to establish and protect our technology and other intellectual property rights. The agreements may be breached or terminated, and we may not have adequate remedies for any breach, and existing trade secrets, patent and copyright law afford us limited protection. Policing unauthorized use of our intellectual property is difficult. A third party could copy or otherwise obtain and use our products or technology without authorization. Litigation may be necessary for us to defend against claims of infringement or to protect our intellectual property rights and could result in substantial cost to us and diversion of our efforts. Further, we might not prevail in such litigation, which could harm our business.
Our products could infringe on the intellectual property of others, which may cause us to engage in costly litigation and, if we are not successful, could cause us to pay substantial damages and prohibit us from selling our products.
Third parties may assert infringement or other intellectual property claims against us based on their patents or other intellectual property claims, and we may have to pay substantial damages, possibly including treble damages, if it is ultimately determined our products infringe. We may have to obtain a license to sell our products if it is determined that our products infringe upon another party’s intellectual property. We might be prohibited from selling our products before we obtain a license, which, if available at all, may require us to pay substantial royalties. Even if infringement claims against us are without merit, defending these types of lawsuits takes significant time, may be expensive and may divert management attention from other business concerns.
Risks Related to the Execution of Our Strategy
We continually assess the strategic fit of our existing businesses and may divest or otherwise dispose of businesses that are deemed not to fit with our strategic plan or are not achieving the desired return on investment, and we cannot be certain that our business, operating results and financial condition will not be materially and adversely affected.
A successful divestiture depends on various factors, including reaching an agreement with potential buyers on terms we deem attractive, as well as our ability to effectively transfer liabilities, contracts, facilities, and employees to any purchaser, identify and separate the intellectual property to be divested from the intellectual property that we wish to retain, reduce fixed costs previously associated with the divested assets or business, and collect the proceeds from any divestitures. These efforts require varying levels of management resources, which may divert our attention from other business operations. If we do not realize the expected benefits of any divestiture transaction, our consolidated financial position, results of operations, and cash flows could be negatively impacted. In addition, divestitures of businesses involve a number of risks, including significant costs and expenses, the loss of customer relationships, and a decrease in revenues and earnings associated with the divested business. Furthermore, divestitures potentially involve significant post-closing separation activities, which could involve the expenditure of material financial resources and significant employee resources. Any divestiture may result in a dilutive impact to our future earnings if we are unable to offset the dilutive impact from the loss of revenue associated with the divestiture, as well as significant write-offs, including those related to goodwill and other intangible assets, which could have a material adverse effect on our results of operations and financial condition.
If we fail to develop new products or enhance existing products, or our customers do not accept the new or enhanced products we develop, our revenue and profitability could be adversely impacted.
Innovation is critical to our success. We believe that we must continue to enhance our existing products and to develop and manufacture new products with improved capabilities in order to continue to be a leading provider of precision technology solutions. We also believe that we must continue to make improvements in our productivity in order to maintain our competitive position. Difficulties or delays in research, development or production of new or enhanced products or failure to gain market acceptance of new or enhanced products and technologies may reduce future sales and adversely affect our competitive position. We continue to invest in the development and marketing of new or enhanced products. There can be no assurance that we will have sufficient resources to make such investments, that we will be able to make the technological advances necessary to maintain competitive advantages or that we can recover major research and development expenses. If we fail to make innovations, launch products with quality problems or the market does not accept our new products, our financial condition, results of operations, cash flows and liquidity could be adversely affected. In addition, as new or enhanced products are introduced, we must successfully manage the transition from older products to minimize disruption in customers’ ordering patterns, avoid excessive levels of older product inventories and ensure that we can deliver sufficient supplies of new products to meet customers’ demands.
Our growth strategy includes acquisitions, and we may not be able to execute on our acquisition strategy or integrate acquisitions successfully.
Our recent historical growth has depended, and our future growth is likely to continue to depend, in part on our acquisition strategy and the successful integration of acquired businesses into our existing operations. We intend to continue to seek additional acquisition opportunities both to expand into new markets and to enhance our position in existing markets throughout the world. We cannot assure we will be able to successfully identify suitable acquisition opportunities, prevail against competing potential acquirers, negotiate appropriate acquisition terms, obtain financing that may be needed to consummate such acquisitions, complete proposed acquisitions, successfully integrate acquired businesses into our existing operations or expand into new markets. In addition, we cannot assure that any acquisition, once successfully integrated, will perform as planned, be accretive to earnings, or prove to be beneficial to our operations and cash flow.
The success of our acquisition strategy is subject to other risks and uncertainties, including:
•our ability to realize operating efficiencies, synergies or other benefits expected from an acquisition, and possible delays in realizing the benefits of the acquired company or products;
•diversion of management’s time and attention from other business concerns;
•difficulties in retaining key employees, customers or suppliers of the acquired business;
•difficulties in maintaining uniform standards, controls, procedures and policies throughout acquired companies;
•adverse effects on existing business relationships with suppliers or customers;
•the risks associated with the assumption of product liabilities or contingent or undisclosed liabilities of acquisition targets; and
•the ability to generate future cash flows or the availability of financing.
In addition, an acquisition could adversely impact our operating performance as a result of the incurrence of acquisition-related debt, pre-acquisition potential tax liabilities, acquisition expenses, the amortization of acquisition-acquired assets, or possible future impairments of goodwill or intangible assets associated with the acquisition.
We may also face liability with respect to acquired businesses for violations of environmental laws occurring prior to the date of our acquisition, and some or all of these liabilities may not be covered by environmental insurance secured to mitigate the risk or by indemnification from the sellers from which we acquired these businesses. We could also incur significant costs, including, but not limited to, remediation costs, natural resources damages, civil or criminal fines and sanctions and third-party claims, as a result of past or future violations of, or liabilities, associated with environmental laws.
Any impairment in the value of our intangible assets, including goodwill, would negatively affect our operating results and total capitalization.
Our total assets reflect substantial intangible assets, primarily goodwill. The goodwill results from our acquisitions and represents the excess of cost over the fair value of the identifiable net assets we acquired. We assess at least annually whether there has been any impairment in the value of our intangible assets. If future operating performance at one or more of our business units were to fall significantly below current levels, if competing or alternative technologies emerge, if market conditions for acquired businesses decline, if significant and prolonged negative industry or economic trends exist, if our stock price and market capitalization declines, or if future cash flow estimates decline, we could incur, under current applicable
accounting rules, a non-cash charge to operating earnings for goodwill impairment. Any determination requiring the write-off of a significant portion of unamortized intangible assets would negatively affect our results of operations and equity book value, the effect of which could be material.
Risks Related to Legal, Compliance and Regulatory Matters
Changes in United States and international tax law may have a material adverse effect on our business, financial condition and results of operations.
We are subject to income taxes in the United States and various foreign jurisdictions. Changes in applicable domestic or foreign tax laws and regulations, or their interpretation and application, including the possibility of retroactive effect, could affect our business, financial condition and profitability by increasing our tax liabilities. Our future results of operations could be adversely affected by changes in our effective tax rate as a result of a change in the mix of earnings in jurisdictions with differing statutory tax rates, changes in our overall profitability, changes in tax legislation and rates, changes in generally accepted accounting principles and changes in the valuation of deferred tax assets and liabilities. The U.S. federal government may adopt changes to international trade agreements, tariffs, taxes and other government rules and regulations. While we cannot predict what changes will actually occur with respect to any of these items, such changes could affect our business and results of operations.
We may be exposed to liabilities under the Foreign Corrupt Practices Act (FCPA), which could have a material adverse effect on our business.
We are subject to compliance with various laws and regulations, including the FCPA, UK Bribery Act and similar worldwide anti-bribery and anti-corruption laws, which generally prohibit companies and their intermediaries from engaging in bribery or making other improper payments to private or public parties for the purpose of obtaining or retaining business or gaining an unfair business advantage. The FCPA also requires proper record keeping and characterization of such payments in our reports filed with the SEC. Our employees are trained and required to comply with these laws, and we are committed to legal compliance and corporate ethics. Violations of these laws could result in severe criminal or civil sanctions and financial penalties and other consequences that may have a material adverse effect on our business, reputation, financial condition or results of operations.
The level of returns on pension plan assets, changes in the actuarial assumptions used, and management of pension liabilities could adversely affect us.
Our operating results may be positively or negatively impacted by the amount of expense we record for our defined benefit pension plans. U.S. GAAP requires that we calculate pension expense using actuarial valuations, which are dependent upon our various assumptions including estimates of expected long-term rate of return on plan assets, discount rates for future payment obligations, and the expected rate of increase in future compensation levels. Our pension expense and funding requirements may also be affected by our actual return on plan assets and by legislation and other government regulatory actions. Changes in assumptions, laws or regulations, and how the Company manages pension liabilities could lead to variability in financial results and could have a material adverse impact on liquidity.
Our global operations are subject to increasingly complex environmental regulatory requirements.
We are subject to increasingly complex environmental regulations affecting international manufacturers, including those related to air and water emissions, waste management and climate change. Some environmental laws impose strict, retroactive and joint and several liability for the remediation of the release of hazardous substances, even for conduct that was lawful at the time it occurred, or for the conduct of or conditions caused by prior operators, predecessors or third parties. Failure to comply with environmental laws could expose us to penalties or clean-up costs, civil or criminal liability and sanctions on certain of our activities, as well as damage to property or natural resources. These liabilities, sanctions, damages and remediation efforts related to any non-compliance with such laws and regulations could negatively impact our ability to conduct our operations and our financial condition and results of operations. In addition, there can be no assurances that we will not be adversely affected by costs, liabilities or claims with respect to existing or subsequently acquired operations or under present laws and regulations or those that may be adopted or imposed in the future.
Changes in environmental laws or regulations could result in higher expenses and payments, and uncertainty relating to environmental laws or regulations may also affect how we conduct our operations and structure our investments and could limit our ability to enforce our rights. Changes in environmental and climate change laws or regulations, including laws relating to greenhouse gas emissions, could subject us to additional costs and restrictions, including increased energy and raw material costs. If environmental laws or regulations are either changed or adopted and impose significant operational restrictions and compliance requirements upon us or our products, they could negatively impact our business, capital expenditures, results of operations, financial condition and competitive position.
It is our policy to apply strict standards for environmental protection to all of our operations inside and outside of the United States, even when we are not subject to local government regulations. We may incur substantial costs, including cleanup costs, fines and civil or criminal sanctions, liabilities resulting from third-party property damage or personal injury claims, or our products could be prohibited from entering certain jurisdictions, if we were to violate or become liable under environmental laws, if our products become non-compliant with environmental laws or if we were to undertake environmental protection actions voluntarily.
Risks Related to Our Capital Structure
Our inability to comply with our existing credit facilities’ restrictive covenants or to access additional sources of capital could impede growth or the repayment or refinancing of existing indebtedness.
The limits imposed on us by the restrictive covenants contained in our credit facilities could prevent us from making acquisitions or cause us to lose access to these facilities.
Our existing credit facilities contain restrictive covenants that limit our ability to, among other things:
•borrow money or guarantee the debts of others;
•use assets as security in other transactions;
•make restricted payments or distributions; and
•sell or acquire assets or merge with or into other companies.
In addition, our credit facilities require us to meet financial ratios, including a “Leverage Ratio” and an “Interest Coverage Ratio,” both as defined in the credit facilities.
These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs and could otherwise restrict our financing activities.
Our ability to comply with the covenants and other terms of our credit facilities will depend on our future operating performance. If we fail to comply with such covenants and terms, we may be in default and the maturity of the related debt could be accelerated and become immediately due and payable. We may be required to obtain waivers from our lenders in order to maintain compliance under our credit facilities, including waivers with respect to our compliance with certain financial covenants. If we are unable to obtain necessary waivers and the debt under our credit facilities is accelerated, we would be required to obtain replacement financing at prevailing market rates.
We may need new or additional financing in the future to expand our business or refinance existing indebtedness. If we are unable to access capital on satisfactory terms and conditions, we may not be able to expand our business or meet our payment requirements under our existing credit facilities. Our ability to obtain new or additional financing will depend on a variety of factors, many of which are beyond our control. We may not be able to obtain new or additional financing because we have substantial debt or because we may not have sufficient cash flow to service or repay our existing or future debt. In addition, depending on market conditions and our financial performance, neither debt nor equity financing may be available on satisfactory terms or at all. Finally, as a consequence of worsening financial market conditions, our credit facility providers may not provide the agreed credit if they become undercapitalized.
Changes in interest rates could adversely affect us.
Any period of interest rate increases may adversely affect our profitability. At October 31, 2021, we had $815,897 of total debt and notes payable outstanding, of which 38 percent was priced at interest rates that float with the market. A one percentage point increase in the interest rate on the floating rate debt in 2020 would have resulted in approximately $3,982 of additional interest expense. A higher level of floating rate debt would increase the exposure to changes in interest rates. For additional detail related to this risk, see Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk. Additionally, the interest rates on some of our debt is tied to LIBOR. In July 2017, the head of the United Kingdom’s Financial Conduct Authority announced its intention to phase out the use of LIBOR by June 2023. The uncertainty regarding the transition from LIBOR to another benchmark rate or rates could have adverse impacts on our available debt that currently uses LIBOR as a benchmark rate, and ultimately, adversely affect our financial condition and results of operations.
General Risk Factors
The insurance that we maintain may not fully cover all potential exposures.
We maintain property, business interruption and casualty insurance but such insurance may not cover all risks associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We are potentially at risk if one or more of our insurance carriers fail. Additionally, severe disruptions in the domestic and global financial markets could adversely impact the ratings and survival of some insurers. In the future, we may not be able to obtain coverage at current levels, and our premiums may increase significantly on coverage that we maintain.
Our business and operating results may be adversely affected by natural disasters or other catastrophic events beyond our control.
While we have taken precautions to prevent production and service interruptions at our global facilities, severe weather conditions, including any that may be caused by global climate change, such as hurricanes or tornadoes, as well as major earthquakes, wildfires and other natural disasters, as well as cyberterrorism, in areas in which we have manufacturing facilities or from which we obtain products may cause physical damage to our properties, closure of one or more of our manufacturing or distribution facilities, lack of an adequate work force in a market, temporary disruption in the supply of inventory, disruption in the transport of products and utilities, and delays in the delivery of products to our customers. Any of these factors may disrupt our operations and adversely affect our financial condition and results of operations.
Item 1B. Unresolved Staff Comments
Item 2. Properties
Our principal owned and leased properties (defined as greater than 20,000 square feet or related to a principal operation) as of October 31, 2021 were as follows:
|Location||Description of Property||Approximate|
Amherst, Ohio 1, 2
|A manufacturing, laboratory and office complex||521,000 |
Norwich, Connecticut 2
|A manufacturing, laboratory and office building||212,000 |
Carlsbad, California 2
|Three manufacturing and office buildings (leased)||181,000 |
Duluth, Georgia 1
|A manufacturing, laboratory and office building||176,000 |
Chippewa Falls, Wisconsin 1
|A manufacturing, warehouse and office building (leased)||145,000 |
Swainsboro, Georgia 1
|A manufacturing building||136,000 |
East Providence, Rhode Island 2
|A manufacturing, warehouse and office building||116,000 |
Loveland, Colorado 2
|A manufacturing, warehouse and office building||115,000 |
Robbinsville, New Jersey 2
|A manufacturing, warehouse and office building (leased)||88,000 |
Salem, New Hampshire 2
|Two manufacturing, warehouse and office buildings (leased)||83,000 |
Minneapolis, Minnesota 2
|Two office, laboratory and warehouse buildings (leased)||69,000 |
Wixom, Michigan 1
|A manufacturing, warehouse and office building (leased)||64,000 |
Vista, California 2
|A manufacturing building (leased)||41,000 |
Hickory, North Carolina 1
|A manufacturing, warehouse and office building (leased)||41,000 |
Elk Grove, Illinois 2
|A manufacturing, warehouse and office building (leased)||40,000 |
San Jose, CA 2
|A manufacturing, warehouse and office building (leased)||37,000 |
|Westlake, Ohio||Corporate headquarters||28,000 |
Liberty Lake, Washington 2
|A manufacturing, warehouse and office building (leased)||27,000 |
Chattanooga, Tennessee 2
|A manufacturing, warehouse and office building (leased)||25,000 |
Huntington Beach, California 2
|An office, laboratory and warehouse building (leased)||21,000 |
Business Segment - Property Identification Legend
1 - Industrial Precision Solutions
2 - Advanced Technology Solutions
|Location||Description of Property||Approximate|
Münster, Germany 1
|One manufacturing, warehouse and office building (leased)||260,000 |
Shanghai, China 1, 2
|Three manufacturing, warehouse, laboratory and office buildings||178,000 |
Lüneburg, Germany 1
|A manufacturing and laboratory building||129,000 |
Guaymas, Mexico 2
|Two manufacturing, warehouse and office buildings (leased)||89,000 |
Tokyo, Japan 1, 2
|Four office, laboratory and warehouse buildings (leased)||76,000 |
Suzhou, China 1, 2
|Two manufacturing, warehouse and office buildings (leased)||75,000 |
Tecate, Mexico 2
|A manufacturing, warehouse and office building (leased)||59,000 |
Bangalore, India 1, 2
|An assembly, warehouse and office building||56,000 |
Maastricht, Netherlands 1, 2
|A manufacturing, warehouse and office building||54,000 |
Chonburi, Thailand 1
|A manufacturing, warehouse and office building (leased)||52,000 |
Erkrath, Germany 1, 2
|An office, laboratory and warehouse building (leased)||50,000 |
Boyle, Ireland 2
|A manufacturing, warehouse and office building||47,000 |
Deurne, Netherlands 2
|A manufacturing, warehouse and office building (leased)||46,000 |
Aylesbury, U.K. 1, 2
|A manufacturing, warehouse and office building (leased)||36,000 |
Galway, Ireland 2
|An office, laboratory and warehouse building (leased)||36,000 |
Seongnam-City, South Korea 1, 2
|An office, laboratory and warehouse building (leased)||35,000 |
Sao Paulo, Brazil 1, 2
|An office, laboratory and warehouse building (leased)||23,000 |
El Marques, Mexico 1, 2
|A warehouse and office building||22,000 |
|Two warehouse and office buildings (leased)||22,000 |
Katzrin, Israel 2
|An office, laboratory and warehouse building (leased)||20,000 |
Business Segment - Property Identification Legend
1 - Industrial Precision Solutions
2 - Advanced Technology Solutions
The facilities listed have adequate, suitable and sufficient capacity (production and nonproduction) to meet present and foreseeable demand for our products.
Other properties at international subsidiary locations and at branch locations within the United States are leased. Lease terms do not exceed 25 years and generally contain a provision for cancellation with some penalty at an earlier date. Information about leases is reported in Note 11 of Notes to Consolidated Financial Statements that can be found in Part II, Item 8 of this document.
Item 3. Legal Proceedings
See Note 18, “Contingencies - Class Action Litigation” in the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, which is incorporated by reference.
Item 4. Mine Safety Disclosures
Information About Our Executive Officers
Our executive officers as of October 31, 2021, were as follows:
|Name||Age||Officer Since||Position or Office with The Company and Business Experience During the Past Five (5) Year Period|
|Sundaram Nagarajan||59||2019||President and Chief Executive Officer, 2019|
|Joseph P. Kelley||49||2020||Executive Vice President, Chief Financial Officer, 2020|
|James E. DeVries||62||2012||Executive Vice President, 2012|
|Stephen P. Lovass||52||2017||Executive Vice President, 2017|
|Gregory P. Merk||50||2006||Executive Vice President, 2013|
|Shelly M. Peet||56||2007||Executive Vice President, 2009|
|Jeffrey A. Pembroke||54||2015||Executive Vice President, 2015|
Effective August 1, 2019, Mr. Nagarajan was appointed President and Chief Executive Officer and as a member of the Board of Directors of the Company. Prior to becoming our President and Chief Executive Officer, Mr. Nagarajan served as Executive Vice President, Automotive OEM Segment, with Illinois Tool Works Inc. (NYSE: ITW), a global manufacturer of a diversified range of industrial products and equipment, since 2015. Prior to that, Mr. Nagarajan served as Executive Vice President, Welding Segment, with Illinois Tool Works from 2010 to 2015. Mr. Nagarajan has served as a member of the Board of Directors of Sonoco Products Company (NYSE: SON) since 2015.
Effective July 6, 2020, Joseph P. Kelley was appointed as Executive Vice President, Chief Financial Officer of the Company. Mr. Kelley served as Chief Financial Officer of Materion Corporation, (NYSE: MTRN), an advanced materials company, since 2015. Throughout his career, he served in roles of increasing financial responsibility at Materion, Avient Corporation (formerly known as PolyOne Corporation) (NYSE: AVNT), a specialty chemicals company, and Lincoln Electric (Nasdaq: LECO), a global manufacturer.
On November 28, 2016, Mr. Lovass was elected as Corporate Vice President. Prior to joining the Company, Mr. Lovass served as President for one of the global sensors and controls businesses for Danaher Corporation (NYSE: DHR), an international Fortune 200, diversified science and technology company, from 2012 to 2016. Prior to joining Danaher, Mr. Lovass served as a Senior Vice President and Corporate Officer for Gerber Scientific, Inc., an automated systems manufacturer for sign-making, specialty graphics and packaging.
Effective November 1, 2021, Jennifer L. McDonough (50), was named Executive Vice President, General Counsel and Secretary and leads the Company’s global legal function in ethics and compliance, intellectual property and other general corporate legal matters. Ms. McDonough brings over 20 years of experience advising companies on wide-ranging, critical corporate initiatives and most recently served as vice president, deputy general counsel and assistant secretary at PPL Corporation (NYSE: PPL), a Fortune 500 utility, where she was responsible for the delivery of extensive legal counsel and services, including in the areas of general corporate law, mergers and acquisitions, corporate venture capital and investment transactions, securities and finance. Prior to joining PPL in 2017, Ms. McDonough served as senior vice president, general counsel and secretary at REX Energy Corporation, an independent condensate, NGL and natural gas company, having joined REX Energy in April 2011, and before that as assistant general counsel and assistant secretary at Kennametal Inc., a global manufacturer and provider of engineered products and solutions (NYSE: KMT), which she joined in May 2005. She began her career as a business and finance attorney with the international law firm Morgan, Lewis and Bockius LLP.
Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information and Dividends
Our common shares are listed on the Nasdaq Global Select Market under the symbol NDSN. As of November 30, 2021, there were 1,243 record shareholders.
While we have historically paid dividends to shareholders of our common stock on a quarterly basis, the declaration and payment of future dividends will depend on many factors, including but not limited to, our earnings, financial condition, business development needs and regulatory considerations, and are at the discretion of our board of directors.
The following is a graph that compares the 10-year cumulative return, calculated on a dividend-reinvested basis, from investing $100 on November 1, 2011 in Nordson common shares, the S&P 500 Index, the S&P MidCap 400 Index, the S&P 500 Industrial Machinery Index, the S&P MidCap 400 Industrial Machinery Index and our Proxy Peer Group, which includes: AIN, AME, B, DCI, ENTG, EPAC, FLIR, GDI, GGG, GTLS, IEX, ITT, KEYS, LECO, NATI, ROP, TER, WTS, and WWD.
|Nordson Corporation||$||100.00 ||$||129.96 ||$||160.22 ||$||171.87 ||$||161.91 ||$||230.59 ||$||294.50 ||$||287.79 ||$||372.02 ||$||462.99 ||$||613.50 |
|S&P 500 Index||$||100.00 ||$||115.21 ||$||146.52 ||$||171.82 ||$||180.75 ||$||188.90 ||$||233.54 ||$||250.70 ||$||286.61 ||$||314.45 ||$||449.39 |
|S&P MidCap 400||$||100.00 ||$||112.11 ||$||149.64 ||$||167.08 ||$||172.80 ||$||183.61 ||$||226.72 ||$||229.04 ||$||249.69 ||$||246.81 ||$||367.51 |
|S&P 500 Ind. Machinery||$||100.00 ||$||119.68 ||$||170.88 ||$||192.70 ||$||192.41 ||$||219.70 ||$||302.89 ||$||279.47 ||$||340.83 ||$||373.84 ||$||493.45 |
|S&P MidCap 400 Ind. Machinery||$||100.00 ||$||109.21 ||$||151.63 ||$||160.68 ||$||134.50 ||$||157.85 ||$||226.40 ||$||221.63 ||$||263.37 ||$||281.42 ||$||399.77 |
|Peer Group||$||100.00 ||$||113.18 ||$||156.53 ||$||170.69 ||$||166.65 ||$||170.89 ||$||257.95 ||$||263.99 ||$||338.06 ||$||365.85 ||$||538.56 |
Source: Zack’s Investment Research
Common Share Repurchases
|(in whole shares)|
Total Number of
as Part of Publicly
or Programs (2)
Maximum Value of
Shares That May Yet
Be Purchased Under
the Plans or Programs (2)
|August 1, 2021 to August 31, 2021||24,136 ||$||227.87 ||24,126 ||$||400,566 |
|September 1, 2021 to September 30, 2021||21,738 ||$||242.04 ||21,680 ||$||395,319 |
|October 1, 2021 to October 31, 2021||13,513 ||$||240.41 ||13,513 ||$||392,070 |
|Total||59,387 ||59,319 |
(1) Includes shares tendered for taxes related to stock option exercises and 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. In August 2018, the board of directors authorized the repurchase of an additional $500,000 of the Company’s common shares. Approximately $392,070 of the total $1,000,000 authorized remained available for share repurchases at October 31, 2021. Uses for repurchased shares include the funding of benefit programs including stock options and restricted 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.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES
In this annual 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 the context otherwise indicates, all references to “we,” “us,” “our,” or the “Company” mean Nordson Corporation.
Unless otherwise noted, all references to years relate to our fiscal year ending October 31.
Critical Accounting Policies and Estimates
Our Consolidated Financial Statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate the accounting policies and estimates that are used to prepare financial statements. We base our estimates on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates used by management.
Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed below. On a regular basis, critical accounting policies are reviewed with the Audit Committee of the board of directors.
Revenue recognition - A 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 revenue results from short-term, fixed-price contracts and is recognized as of a point in time when the product is shipped or at a later point when the control of the product transfers to the customer. Refer to Note 1 to the Consolidated Financial Statements for further discussion regarding the Company's revenue recognition policy.
Business combinations - The acquisitions of our businesses are accounted for under the acquisition method of accounting. The amounts assigned to the identifiable assets acquired and liabilities assumed in connection with acquisitions are based on estimated fair values as of the date of the acquisition, with the remainder, if any, recorded as goodwill. The fair values are determined by management, taking into consideration information supplied by the management of the acquired entities, and other relevant information. Such information typically includes valuations obtained from independent appraisal experts, which management reviews and considers in its estimates of fair values. The valuations are generally based upon future cash flow projections for the acquired assets, discounted to present value. The determination of fair values requires significant judgment by management, particularly with respect to the value of identifiable intangible assets. This judgment could result in either a higher or lower value assigned to amortizable or depreciable assets. The impact could result in either higher or lower amortization and/or depreciation expense.
Goodwill - Goodwill is the excess of purchase price over the fair value of tangible and identifiable intangible net assets acquired in various business combinations. Goodwill is not amortized but is tested for impairment annually at the reporting unit level, or more often if indications of impairment exist. Our reporting units are one level below the Industrial Precision Solutions segment, and one level below the Advanced Technology Solutions segment.
We test goodwill in accordance with Accounting Standards Codification ("ASC") 350. We did not record any goodwill impairment charges in 2021. We use an independent valuation specialist to assist with refining our assumptions and methods used to determine fair values. To test for goodwill impairment, we estimate the fair value of each of our reporting units using a combination of the Income Approach and the Market Approach.
The discounted cash flow method (Income Approach) uses assumptions for revenue growth, operating margin, and working capital turnover that are based on management’s strategic plans tempered by performance trends and reasonable expectations about those trends. Terminal value calculations employ a published formula known as the Gordon Growth Model Method that essentially captures the present value of perpetual cash flows beyond the last projected period assuming a constant Weighted Average Cost of Capital ("WACC") methodology and growth rate. For each reporting unit, a sensitivity analysis is performed to vary the discount and terminal growth rates in order to provide a range of reasonableness for detecting impairment. Discount rates are developed using a WACC methodology.
The WACC represents the blended average required rate of return for equity and debt capital based on observed market return data and company specific risk factors. For 2021, the WACC rates used ranged from 7.5 percent to 10.0 percent depending upon the reporting unit's size, end market volatility, and projection risk. See Note 6 - Goodwill and intangible assets for further details regarding the valuation methodologies used.
In 2021, 2020, and 2019, the results of our annual impairment tests indicated no impairment.
The fair value ("FV") was compared to the carrying value ("CV") for each reporting unit. Based on the results shown in the table below and based on our measurement date of August 1, 2021, our conclusion is that no goodwill was impaired in 2021. Potential events or circumstances, such as a sustained downturn in global economies, could have a negative effect on estimated fair values.
FV over CV
|Industrial Precision Solutions Segment - Adhesives||7.5%||865%||$||393,900 |
|Industrial Precision Solutions Segment - Industrial Coating Systems||10.0%||982%||$||24,058 |
Advanced Technology Solutions Segment - Electronics
Advanced Technology Solutions Segment - Fluid
|Advanced Technology Solutions Segment - Test & Inspection||10.0%||287%||$||95,290 |
Pension plan in the United States - The measurement of the liabilities related to our domestic pension plan is based on management’s assumptions related to future factors, including interest rates, return on pension plan assets, compensation increases, mortality and turnover assumptions, and health care cost trend rates. The liabilities associated with the Company's international pension plans and OPEB are not as materially sensitive to changes in assumptions as the pension plan in the United States.
The weighted-average discount rate used to determine the present value of our domestic pension plan obligations was 3.02 percent at October 31, 2021 and 2.85 percent at October 31, 2020. The discount rate used was determined by using quality fixed income investments with a duration period approximately equal to the period over which pension obligations are expected to be settled.
In determining the expected return on plan assets, we consider both historical performance and an estimate of future long-term rates of return on assets similar to those in our plans. We consult with and consider the opinions of financial and actuarial experts in developing appropriate return assumptions. The expected rate of return (long-term investment rate) on domestic pension assets used to determine net benefit costs was 5.75 percent in both 2021 and 2020.
The assumed rate of compensation increases used to determine the present value of our domestic pension plan obligations was 4.00 percent at both October 31, 2021 and October 31, 2020.
Annual expense amounts are determined based on the discount rate used at the end of the prior year. Differences between actual and assumed investment returns on pension plan assets result in actuarial gains or losses that are amortized into expense over a period of years.
Economic assumptions have a significant effect on the amounts reported. The effect of a one percent change in the discount rate, expected return on assets and compensation increase is shown in the table below. Bracketed numbers represent decreases in expense and obligation amounts.
Effect on total net periodic pension cost in 2021
Effect on pension obligation as of October 31, 2021
|Expected return on assets:|
Effect on total net periodic pension cost in 2021
Effect on total net periodic pension cost in 2021
Effect on pension obligation as of October 31, 2021
Income taxes – Income taxes are estimated based on income for financial reporting purposes. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain changes in valuation allowances. We provide valuation allowances against deferred tax assets if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Management believes the valuation allowances are adequate after considering future taxable income, allowable carryforward periods and ongoing prudent and feasible tax planning strategies. In the event we were to determine that we would be able to realize the deferred tax assets in the future in excess of the net recorded amount (including the valuation allowance), an adjustment to the valuation allowance would increase income in the period such determination was made. Conversely, should we determine that we would not be able to realize all or part of the net deferred tax asset in the future, an adjustment to the valuation allowance would be expensed in the period such determination was made.
Further, at each interim reporting period, we estimate an effective income tax rate that is expected to be applicable for the full year. Significant judgment is involved regarding the application of global income tax laws and regulations and when projecting the jurisdictional mix of income. Additionally, interpretation of tax laws, court decisions or other guidance provided by taxing authorities influences our estimate of the effective income tax rates. As a result, our actual effective income tax rates and related income tax liabilities may differ materially from our estimated effective tax rates and related income tax liabilities. Any resulting differences are recorded in the period they become known.
2021 compared to 2020
Below is a detailed discussion comparison of our results of operations for the fiscal years ended October 31, 2021 and October 31, 2020. For a discussion of changes from the fiscal year ended October 31, 2020 to the fiscal year ended October 31, 2019, refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended October 31, 2020.
As used throughout this annual report, geographic regions include the Americas (Canada, Mexico and Central and South America), Asia Pacific (excluding Japan), Europe, Japan, and the United States.
Worldwide sales for 2021 were $2,362,209, an increase of 11.4 percent from 2020 sales of $2,121,100. The increase consisted of a 11.3 percent improvement in sales volume and favorable currency translation effects, which increased sales by 2.7 percent partially offset by a net 2.6 percent decrease from acquisitions and divestitures.
Sales outside the United States accounted for 66.6 percent of total sales in 2021, as compared to 64.4 percent in 2020. On a geographic basis, sales in the United States were $789,303, an increase of 4.5 percent from 2020. The increase in sales consisted of a 8.3 percent increase in sales volume partially offset by a 3.8 percent decrease from acquisitions and divestitures. Sales in the Asia Pacific region were $668,035, an increase of 19.1 percent from 2020, with volume increasing 16.7 percent and favorable currency effects of 4.2 percent. partially offset by a 1.8 percent decrease from acquisitions and divestitures. Sales in Europe were $617,492, an increase of 15.1 percent from 2020. The increase in sales consisted of a 11.4 percent volume increase and favorable currency effects of 5.7 percent partially offset by a 2.0 percent decrease from acquisitions and divestitures. In the Americas region, sales were $179,807, an increase of 27.1 percent from 2020, with volume increasing 24.4 percent, favorable currency effects of 1.8 percent and a 0.9 percent increase from acquisitions and divestitures. Sales in Japan were $107,572, a decrease of 15.0 percent from 2020, with volume decreasing 11.0 percent, unfavorable currency effects of 0.5 percent and a 3.5 percent decrease from acquisitions and divestitures.
Cost of sales were $1,038,129 in 2021, up 4.8 percent from $990,632 in 2020. Gross profit, expressed as a percentage of sales, increased to 56.1 percent in 2021 from 53.3 percent in 2020. The 2.8 percentage point increase in gross margin was driven by a favorable product mix impact, principally driven by a divestiture, of 1.9 percentage points and favorable sales volume leverage.
Selling and administrative expenses were $708,953 in 2021, up from $693,552 in 2020. The 2.2 percent increase was driven by base business growth of 2.6 percentage points due primarily to increased variable incentive compensation, partially offset by reductions resulting from structural cost reduction actions taken in 2020. In addition, unfavorable currency translation effects increased costs by 2.1 percentage points. These increases were offset by a divestiture impact of 2.5 percentage points. Selling and administrative expenses as a percentage of sales decreased to 30.0 percent in 2021 from 32.7 percent in 2020. Of the 2.7 percentage point decrease, a divestiture decreased expenses by 1.2 percentage points, while sales growth leverage contributed to the remaining percentage point improvement.
Operating profit as a percentage of sales increased to 26.0 percent in 2021 compared to 16.5 percent in 2020. The 9.5 percent increase in operating margin was the result of improved operating results, specifically favorable absorption from higher sales volume and favorable product mix driven by a divestiture, and 2020 operating profit was negatively impacted by an assets held for sale impairment charge related to the 2021 product line divestiture.
Operating capacity for each of our segments can support fluctuations in order activity without significant changes in operating costs. Operating margins for each segment were favorably impacted by a weaker dollar primarily against the Euro, Chinese Yuan, and Mexican Peso during 2021 as compared to 2020.
Interest expense in 2021 was $25,491, a decrease of $6,669, or 20.7 percent, from 2020. The decrease was due to lower average debt levels compared to the prior year. Other expense in 2021 was $17,610 compared to other expense of $17,577 in 2020. Included in 2021’s other expense were pension costs of $9,484 and $5,926 in foreign currency losses. Included in the prior year’s other expense were pension costs of $13,683 and $1,532 in foreign currency losses. The decrease in pension cost was principally attributable to decreased amortization of net actuarial losses.
Income tax expense in 2021 was $119,808, or 20.9 percent of pre-tax income, as compared to $51,950, or 17.2 percent of pre-tax income in 2020. The income tax provision for 2021 included a tax benefit of $5,982 due to our share-based payment transactions. Our income tax provision for 2020 included a tax benefit of $15,661 due to our share-based payment transactions. Net income in 2020 included a non-cash, assets held for sale impairment charge of $87,371 related to our commitment to sell our screws and barrels product line within the Adhesives reporting unit under our Industrial Precision Solutions segment and the tax benefit of the impairment was $15,254. A portion of the impairment charge did not have related tax benefits.
Net income was $454,368, or $7.74 per diluted share, in 2021, compared to net income of $249,539, or $4.27 per diluted share, in 2020. This represented a 82.1 percent increase in net income and a 81.3 percent increase in diluted earnings per share. Net income in 2020 included a non-cash, assets held for sale impairment charge net of tax $72,117 related to the sale of the screws and barrels product line within the Adhesives reporting unit under our Industrial Precision Solutions segment. The remaining increase of $2.24 per diluted share was primarily driven by sales growth and mix improvement.
Industrial Precision Solutions
Sales of the Industrial Precision Solutions segment were $1,246,947 in 2021, an increase of 9.1 percent, from 2020 sales of $1,143,423. The increase was the result of an organic sales volume increase of 11.7 percent and favorable currency effects that increased sales by 3.4 percent, partially offset by a divestiture impact of 6.0 percent. Growth occurred in all product lines, except nonwovens, and in all regions except for Japan.
Operating profit as a percentage of sales increased to 33.2 percent in 2021 compared to 18.2 percent in 2020. The 15.0 percentage point improvement in operating margin was the result of improved operating results, specifically favorable absorption from higher sales volume and favorable product mix driven by a divestiture, and 2020 operating profit negatively impacted by an assets held for sale impairment charge related to a divestiture.
Advanced Technology Solutions
Sales of the Advanced Technology Solutions segment were $1,115,262 in 2021, an increase of 14.1 percent from 2020 sales of $977,677. The increase was the result of an organic sales volume increase of 10.9 percent, favorable currency effects that increased sales by 1.9 percent and a 1.3 percent increase from acquisitions. Sales growth was strong across all product lines and in all regions.
Operating profit as a percentage of sales increased to 24.4 percent in 2021 compared to 19.6 percent in 2020. The 4.8 percentage point improvement in operating margin was principally driven by greater selling and administrative expense leverage which contributed 3.1 percentage points and was associated with the sales volume growth and cost structure simplification actions taken in 2020.
Liquidity and Capital Resources
Cash and cash equivalents increased $91,679 in 2021 to $299,972 as of October 31, 2021 compared to $208,293 as of October 31, 2020. Approximately 55 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries as of October 31, 2021. On November 1, 2021, cash of $180,000 was used to fund the acquisition of NDC Technologies ("NDC") as disclosed in Note 19 to these Consolidated Financial Statements.
Cash provided by operating activities was $545,927 in 2021, compared to $502,421 in 2020. The primary sources were net income adjusted for non-cash income and expenses (consisting of depreciation and amortization, non-cash stock compensation, provision for losses on receivables, deferred income taxes, other non-cash expense, loss on sale of property, plant and equipment, and impairment loss on assets held for sale), which was $590,607 in 2021, compared to $455,490 in 2020. Changes in working capital items provided cash of $29,011 compared to $45,113 provided in 2020 as increases in receivables and inventory were partially offset by increases in other liabilities. In addition, pension cash contributions increased by $53,975 in 2021 compared to 2020 which are included in "Other - principally pension plan" in the Consolidated Statements of Cash Flows.
Cash used in investing activities was $33,169 in 2021, compared to $194,109 in 2020. In the current year, no cash was used for acquisitions compared to $142,414 used in the prior year. Capital expenditures were $38,303 in 2021 compared to $50,535 in 2020.
Cash used in financing activities was $422,913 in 2021, compared to $251,529 cash used in 2020. Net repayment of long-term debt and long-term borrowings used $289,416 of cash in 2021, compared to $153,816 used in 2020. In 2021, cash of $60,970 was used for the purchase of treasury shares, up from $52,614 used in 2020. Dividend payments were $97,683 in 2021, up from $88,347 in 2020 due to an increase in the annual dividend to $1.69 per share from $1.53 per share. Issuance of common shares related to employee benefit plans generated $31,780 of cash in 2021, down from $50,853 in 2020.
The following is a summary of significant changes by balance sheet caption from October 31, 2020 to October 31, 2021. Inventories-net increased $50,162 due to increased business activity during the year. Intangible assets-net decreased $50,219 due to amortization expense and the divestiture of our screws and barrels product line. Pension obligations decreased $84,945 primarily due to pension contributions during the second and third quarters of 2021.
Our operating performance, balance sheet position, and financial ratios for 2021 remained strong. Long-term debt decreased $286,243 during 2021 primarily due to the full repayment of our term loan due 2024. The Company is well-positioned to manage liquidity needs that arise from working capital requirements, capital expenditures, and contributions related to pension and postretirement obligations as well as principal and interest payments on our outstanding debt. Primary sources of capital to meet these needs, as well as other opportunistic investments, are a combination of cash provided by operations and borrowings under our loan agreements. Cash from operations, which when combined with our available borrowing capacity and ready access to capital markets, is expected to be more than adequate to fund our liquidity needs over the next year.
The following table summarizes contractual obligations as of October 31, 2021:
|Payments Due by Period|
|$||813,930 ||30,643 ||547,644 ||135,643 ||100,000 |
Interest payments on long-term debt (1)
|69,161 ||18,479 ||27,762 ||13,292 ||9,628 |
Finance lease obligations (2)
|23,153 ||6,162 ||6,952 ||2,512 ||7,527 |
Operating leases (2)
|126,190 ||18,942 ||29,896 ||22,790 ||54,562 |
Contributions related to pension and postretirement
|7,175 ||7,175 ||— ||— ||— |
Purchase obligations (4)
|213,972 ||212,543 ||1,349 ||40 ||40 |
|Total obligations||$||1,253,581 ||$||293,944 ||$||613,603 ||$||174,277 ||$||171,757 |
(1)Refer to Note 10 to the Consolidated Financial Statements for further discussion.
(2)Refer to Note 11 to the Consolidated Financial Statements for further discussion.
(3)Pension and postretirement plan funding amounts will be determined based on the future funded status of the plans and therefore cannot be estimated at this time. Refer to Note 7 to the Consolidated Financial Statements for further discussion.
(4)Purchase obligations primarily represent commitments for materials used in our manufacturing processes that are not recorded in our Consolidated Balance Sheet.
We believe that the combination of present capital resources, cash from operations and unused financing sources such as our credit facilities are more than adequate to meet cash requirements for 2021 and beyond. There are no significant restrictions limiting the transfer of funds from international subsidiaries to the parent company.
We are optimistic about our long-term growth opportunities in the diverse end markets we serve. We also support our customers with parts and consumables, so a significant percentage of our revenue is recurring. The combination of the Company's core strength in the direct-sales model and product innovation, combined with the Ascend Strategy, should deliver sustainable profitable growth. We expect to deliver increased sales and earnings in 2022 compared to 2021.
New Accounting Standards
Refer to Note 2 to the Consolidated Financial Statements for further discussion of recently issued accounting standards.
Effects of Foreign Currency
The impact of changes in foreign currency exchange rates on sales and operating results cannot be precisely measured due to fluctuating selling prices, sales volume, product mix and cost structures in each country where we operate. As a general rule, a weakening of the United States dollar relative to foreign currencies has a favorable effect on sales and net income, while a strengthening of the dollar has a detrimental effect.
In 2021, as compared with 2020, the United States dollar was generally weaker against foreign currencies. If 2020 exchange rates had been in effect during 2021, sales would have been approximately $55,200 lower and third -party costs would have been approximately $24,600 lower. In 2020, as compared with 2019, the United States dollar was generally stronger against foreign currencies. If 2019 exchange rates had been in effect during 2020, sales would have been approximately $5,400 higher and third-party costs would have been approximately $1,200 higher. These effects on reported sales do not include the impact of local price adjustments made in response to changes in currency exchange rates.
Our solid historical performance is attributed to our diverse geographic and end market participation and our long-term commitment to develop and provide quality products and worldwide service to meet our customers’ changing needs.
Safe Harbor Statements Under the Private Securities Litigation Reform Act of 1995
This annual report, particularly “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” 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 United States and global economies. Statements in this annual report that are not 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. These statements reflect management’s current expectations and involve a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, U.S. and international economic conditions; financial and market conditions; currency exchange rates and devaluations; possible acquisitions including the Company’s ability to complete and successfully integrate acquisitions, including integrating the acquisition of NDC; the Company’s ability to successfully divest or dispose of businesses that are deemed not to fit with its strategic plan; the effects of changes in U.S. trade policy and trade agreements; the effects of changes in tax law; and the possible effects of events beyond our control, such as political unrest, acts of terror, natural disasters and pandemics, including the current COVID-19 pandemic.
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 our actual results to differ materially from the expected results are discussed in Part 1, Item 1A, Risk Factors of this annual report.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
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 recorded and the dates they are settled. We regularly use foreign exchange contracts to reduce our risks related to most of these transactions. These contracts, primarily associated with the euro, yen and pound sterling, typically have maturities of 90 days or less, and generally require the exchange of foreign currencies for United States dollars at rates stated in the contracts. Gains and losses from changes in the market value of these contracts offset foreign exchange losses and gains, respectively, on the underlying transactions. Other transactions denominated in foreign currencies are designated as hedges of our net investments in foreign subsidiaries or are intercompany transactions of a long-term investment nature. We use foreign exchange contracts on a routine basis to help mitigate the risks related to transactions denominated in foreign currencies.
Refer to Note 13 to the Consolidated Financial Statements for further discussion about our foreign currency transactions and the methods and assumptions used to record these transactions.
A portion of our operations is financed with short-term and long-term borrowings and is subject to market risk arising from changes in interest rates.
The tables that follow present principal repayments and weighted-average interest rates on outstanding borrowings of fixed-rate debt.
|At October 31, 2021||2022||2023||2024||2025||2026||Thereafter||Total|
|Annual repayments of |
|Average interest rate on total|
during the year
|At October 31, 2020||2021||2022||2023||2024||2025||Thereafter||Total|
|Annual repayments of |
|Average interest rate on total|
during the year
We also have variable-rate notes payable and long-term debt. The weighted average interest rate of this variable-rate debt was 0.71 percent at October 31, 2021 and 0.76 percent at October 31, 2020. A one percent increase in interest rates would have resulted in additional interest expense of approximately $3,982 on the variable rate notes payable and long-term debt in 2021.
Item 8. Financial Statements and Supplementary Data
Consolidated Statements of Income
Years ended October 31, 2021, 2020 and 2019
|(In thousands except for per-share amounts)||2021||2020||2019|
|Sales||$||2,362,209 ||$||2,121,100 ||$||2,194,226 |
|Operating costs and expenses:|
|Cost of sales||1,038,129 ||990,632 ||1,002,123 |
|Selling and administrative expenses||708,953 ||693,552 ||708,990 |
|Assets held for sale impairment charge||— ||87,371 ||— |
|1,747,082 ||1,771,555 ||1,711,113 |
|Operating profit||615,127 ||349,545 ||483,113 |
|Other income (expense):|
|Interest and investment income||2,150 ||1,681 ||1,844 |
|Other - net||(17,610)||(17,577)||(6,708)|
|Income before income taxes||574,176 ||301,489 ||431,104 |
|Income tax provision:|
|Current||115,737 ||65,906 ||95,031 |
| ||119,808 ||51,950 ||94,013 |
|Net income||$||454,368 ||$||249,539 ||$||337,091 |
|Average common shares||58,091 ||57,757 ||57,462 |
Incremental common shares attributable to outstanding stock options, restricted stock and deferred stock-based compensation
|643 ||716 ||740 |
|Average common shares and common share equivalents||58,734 ||58,473 ||58,202 |
|Basic earnings per share||$||7.82 ||$||4.32 ||$||5.87 |
|Diluted earnings per share||$||7.74 ||$||4.27 ||$||5.79 |
|Dividends declared per common share||$||1.69 ||$||1.53 ||$||1.43 |
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated Statements of Comprehensive Income
Years ended October 31, 2021, 2020 and 2019
|Net income||$||454,368 ||$||249,539 ||$||337,091 |
|Components of other comprehensive income (loss), net of tax:|
|Foreign currency translation adjustments||7,033 ||12,910 ||3,710 |
|Pension and postretirement benefit plans:|
|Prior service (cost) credit arising during the year||124 ||(6)||(148)|
|Net actuarial gain (loss) arising during the year||25,289 ||(21,607)||(63,138)|
|Amortization of prior service cost||(304)||(232)||(322)|
|Amortization of actuarial loss||14,954 ||12,767 ||6,946 |
|Settlement loss recognized||3,187 ||1,931 ||385 |
|Total pension and postretirement benefit plans||43,250 ||(7,147)||(56,277)|
|Total other comprehensive income (loss)||50,283 ||5,763 ||(52,567)|
|Total comprehensive income||$||504,651 ||$||255,302 ||$||284,524 |
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated Balance Sheets
October 31, 2021 and 2020
|Cash and cash equivalents||$||299,972 ||$||208,293 |
|Receivables - net||489,389 ||471,873 |
|Inventories - net||327,195 ||277,033 |
|Prepaid expenses and other current assets||48,282 ||43,798 |
|Assets held for sale||— ||19,615 |
|Total current assets||1,164,838 ||1,020,612 |
|Property, plant and equipment - net||355,565 ||358,618 |
|Operating right of use lease assets||110,851 ||122,125 |
|Goodwill||1,713,148 ||1,713,354 |
|Intangible assets - net||357,367 ||407,586 |
|Deferred income taxes||11,381 ||9,831 |
|Other assets||77,811 ||42,530 |
|$||3,790,961 ||$||3,674,656 |
|Liabilities and shareholders' equity|
|Accounts payable||$||91,689 ||$||70,949 |
|Income taxes payable||16,636 ||7,841 |
|Accrued liabilities||201,992 ||167,883 |
|Customer advance payments||77,868 ||42,323 |
|Current maturities of long - term debt||34,188 ||38,043 |
|Operating lease liability - current||17,222 ||16,918 |
|Finance lease liability||5,799 ||5,984 |
|Liabilities held for sale||— ||13,148 |
|Total current liabilities||445,394 ||363,089 |
|Long-term debt||781,709 ||1,067,952 |
|Operating lease liability - noncurrent ||97,685 ||109,317 |
|Finance lease liability - noncurrent||14,944 ||10,470 |
|Pension obligations||80,584 ||165,529 |
|Postretirement obligations||82,652 ||85,249 |
|Deferred income taxes||88,467 ||66,995 |
|Other long-term liabilities||40,396 ||47,064 |
Preferred shares, no par value; 10,000 shares authorized;
|— ||— |
Common shares, no par value; 160,000 shares authorized;
98,023 shares issued at October 31, 2021 and 2020
|12,253 ||12,253 |
|Capital in excess of stated value||585,334 ||534,684 |
|Retained earnings||3,265,027 ||2,908,738 |
|Accumulated other comprehensive loss||(175,835)||(226,118)|
|Common shares in treasury, at cost||(1,527,649)||(1,470,566)|
|Total shareholders' equity||2,159,130 ||1,758,991 |
|$||3,790,961 ||$||3,674,656 |
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated Statements of Shareholders’ Equity
Years ended October 31, 2021, 2020 and 2019
|(In thousands, except for per share data)||Common|
|October 31, 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
|— ||18,475 ||— ||— ||7,545 ||26,020 |
|Stock-based compensation||— ||18,086 ||— ||— ||— ||18,086 |
Purchase of treasury shares (998,004 shares)
|— ||— ||— ||— ||(120,510)||(120,510)|
Dividends declared ($1.43 per share)
|— ||— ||(82,145)||— ||— ||(82,145)|
|Net income||— ||— ||337,091 ||— ||— ||337,091 |
|— ||— ||4,329 ||— |