What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-08-26 compared with 2022-05-27 · 153 added, 94 removed, 565 unchanged (30% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Income

Three Months Ended Six Months Ended

(In thousands, except for per share data) April 30, 2022 April 30, 2021 April 30, 2022 April 30, 2021

Three Months Ended Nine Months Ended

(In thousands, except for per share data) July 31, 2022 July 31, 2021 July 31, 2022 July 31, 2021

Sales $ 662,128 $ 646,858 $ 1,906,697 $ 1,762,962

20 unchanged sentences

Consolidated Statements of Comprehensive Income

Three Months Ended Six Months Ended

(In thousands) April 30, 2022 April 30, 2021 April 30, 2022 April 30, 2021

Three Months Ended Nine Months Ended

(In thousands) July 31, 2022 July 31, 2021 July 31, 2022 July 31, 2021

Net income $ 141,811 $ 142,182 $ 371,854 $ 343,908

10 unchanged sentences

Current assets:

April 30, 2022 October 31, 2021

July 31, 2022 October 31, 2021

Cash and cash equivalents $ 128,737 $ 299,972

50 unchanged sentences

— — — — ( 35,002 ) ( 35,002 )

Dividends paid ($ 0.51 per share)

Dividends declared ($ 0.51 per share)

— — ( 29,724 ) — — ( 29,724 )

18 unchanged sentences

April 30, 2022 $ 12,253 $ 608,009 $ 3,435,769 $ ( 198,209 ) $ ( 1,667,206 ) $ 2,190,616

Shares issued under company stock and employee

benefit plans — 940 — — 107 1,047

Stock-based compensation — 7,618 — — — 7,618

Purchase of treasury shares ( 448,889 shares)

— — — — ( 93,301 ) ( 93,301 )

Dividends declared ($ 0.51 per share)

— — ( 29,374 ) — — ( 29,374 )

Net income — — 141,811 — — 141,811

Other Comprehensive Income (Loss):

Foreign currency translation adjustments — — — ( 21,220 ) — ( 21,220 )

Defined benefit pension and post-retirement

plans adjustment — — — 1,848 — 1,848

July 31, 2022 $ 12,253 $ 616,567 $ 3,548,206 $ ( 217,581 ) $ ( 1,760,400 ) $ 2,199,045

Nordson Corporation

12 unchanged sentences

— — — — ( 5,310 ) ( 5,310 )

Dividends paid ($ 0.39 per share)

Dividends declared ($ 0.39 per share)

— — ( 22,672 ) — — ( 22,672 )

18 unchanged sentences

April 30, 2021 $ 12,253 $ 564,611 $ 3,064,726 $ ( 193,246 ) $ ( 1,497,987 ) $ 1,950,357

Shares issued under company stock and employee benefit plans — 4,978 — — 375 5,353

Stock-based compensation — 4,080 — — — 4,080

Purchase of treasury shares ( 76,724 shares)

— — — — ( 16,566 ) ( 16,566 )

Dividends declared ($ 0.39 per share)

— — ( 22,679 ) — — ( 22,679 )

Net income — — 142,182 — — 142,182

Other Comprehensive Income (Loss):

Foreign currency translation adjustments — — — ( 3,348 ) — ( 3,348 )

Defined benefit pension and post-retirement

plans adjustment — — — 3,799 — 3,799

July 31, 2021 $ 12,253 $ 573,669 $ 3,184,229 $ ( 192,795 ) $ ( 1,514,178 ) $ 2,063,178

See accompanying notes.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

(In thousands) Six Months Ended

(In thousands) Nine Months Ended

Cash flows from operating activities:

April 30, 2022 April 30, 2021

July 31, 2022 July 31, 2021

Net income $ 371,854 $ 343,908

29 unchanged sentences

Notes to Condensed Consolidated Financial Statements

April 30, 2022

July 31, 2022

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

8 unchanged sentences

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Operating results for the six months ended April 30, 2022 are not necessarily indicative of the results that may be expected for the full year.

Operating results for the nine months ended July 31, 2022 are not necessarily indicative of the results that may be expected for the full year.

For further information, refer to the Consolidated Financial Statements and notes included in our Annual Report on Form 10-K for the year ended October 31, 2021.

11 unchanged sentences

Revenue for undelivered items is deferred and included within Accrued liabilities in our Consolidated Balance Sheets.

Revenues deferred as of April 30, 2022 and 2021 were not material.

Revenues deferred as of July 31, 2022 and 2021 were not material.

However, for certain contracts related to the sale of customer-specific products within our Advanced Technology Solutions segment, revenue is recognized over time as we satisfy performance obligations because of the continuous transfer of control to the customer.

4 unchanged sentences

Under this method, revenues are recorded proportionally as costs are incurred.

Contract assets recognized are recorded in Prepaid expenses and other current assets and contract liabilities are recorded in Accrued liabilities in our Consolidated Balance Sheets and were not material at April 30, 2022 and October 31, 2021.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or services.

16 unchanged sentences

Options whose exercise price is higher than the average market price are excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive.

Options excluded from the calculation of diluted earnings per share for the three months ended April 30, 2022 and 2021 were 77 and 91 , respectively.

Options excluded from the calculation of diluted earnings per share for the six months ended April 30, 2022 and 2021 were 80 and 91 , respectively.

Options excluded from the calculation of diluted earnings per share for the three months ended July 31, 2022 and 2021 were 76 and 0 , respectively.

Options excluded from the calculation of diluted earnings per share for the nine months ended July 31, 2022 and 2021 were 79 and 61 , respectively.

Recently issued accounting standards

8 unchanged sentences

Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $ 129,856 and identifiable intangible assets of $ 31,130 were recorded.

The identifiable intangible assets consist primarily of $ 10,800 of tradenames (amortized over thirteen years ), $ 10,000 of technology (amortized over seven years ), $ 9,500 of customer relationships (amortized over four years ) and $ 830 of non-compete agreements (amortized over three years ).

The identifiable intangible assets consist primarily of $ 10,800 of tradenames (amortized over 13.0 years), $ 10,000 of technology (amortized over seven years ), $ 9,500 of customer relationships (amortized over four years ) and $ 830 of non-compete agreements (amortized over three years ).

Goodwill associated with this acquisition of $ 73,300 is tax deductible.

This acquisition is being reported in our Industrial Precision Solutions segment and the results of NDC are not material to our Consolidated Financial Statements.

As of April 30, 2022, the purchase price allocation remains preliminary as we complete our assessments of intangible assets and income taxes.

As of July 31, 2022, the purchase price allocation remains preliminary as we complete our assessment of intangibles and income taxes.

Our allowance for credit losses is principally determined based on aging of receivables.

5 unchanged sentences

Accounts receivable balances are written-off against the allowance if deemed uncollectible.

Accounts receivable are net of an allowance for credit losses of $ 8,300 and $ 7,552 at April 30, 2022 and October 31, 2021, respectively.

The provision for losses on receivables was $ 180 and $ 651 for the three and six months ended April 30, 2022, respectively, compared to $ 301 and $ 404 for the same periods a year ago, respectively.

Accounts receivable are net of an allowance for credit losses of $ 8,870 and $ 7,552 on July 31, 2022 and October 31, 2021, respectively.

The provision for losses on receivables was $ 788 and $ 1,439 for the three and nine months ended July 31, 2022, respectively, compared to $ 454 and $ 50 for the same periods a year ago, respectively.

The remaining change in the allowance for credit losses is principally related to net write-off/recoveries of uncollectible accounts as well as currency translation.

1 unchanged sentence

Components of inventories were as follows:

April 30, 2022 October 31, 2021

July 31, 2022 October 31, 2021

Finished goods $ 227,770 $ 211,628

4 unchanged sentences

$ 399,579 $ 327,195

Effective in the third quarter of 2022, we changed our accounting method for certain U.S.

inventories from a last-in, first-out basis (LIFO) to a first-in, first-out basis (FIFO).

Previously, the LIFO method was used to determine the cost of a portion of our inventories in the U.S.

We believe this change in accounting method is preferable as it is consistent with how we manage our business, results in a uniform method to value our inventory across all regions of our business, improves comparability with our peers, and is expected to better reflect the current value of inventory on the consolidated balance sheets.

We applied this accounting change as a cumulative effect adjustment to cost of sales in the third quarter of 2022 and did not restate prior period financial statements because the impact was not material.

Property, Plant and Equipment

Components of property, plant and equipment were as follows:

April 30, 2022 October 31, 2021

July 31, 2022 October 31, 2021

Land $ 9,313 $ 9,238

8 unchanged sentences

$ 359,231 $ 355,565

Depreciation expense was $ 12,393 and $ 12,700 for the three months ended April 30, 2022 and 2021, respectively.

Depreciation expense was $ 24,698 and $ 25,639 for the six months ended April 30, 2022 and 2021, respectively.

Depreciation expense was $ 12,178 and $ 14,216 for the three months ended July 31, 2022 and 2021, respectively.

Depreciation expense was $ 36,876 and $ 39,855 for the nine months ended July 31, 2022 and 2021, respectively.

Goodwill and other intangible assets

Changes in the carrying amount of goodwill for th e six months ended April 30, 2022 by operating segment were as follows:

Changes in the carrying amount of goodwill for th e nine months ended July 31, 2022 by operating segment were as follows:

Solutions Advanced

3 unchanged sentences

Currency effect ( 19,711 ) ( 10,059 ) ( 29,770 )

Balance at April 30, 2022 $ 532,445 $ 1,288,646 $ 1,821,091

The increase in goodwill for the six months ended April 30, 2022 was due to the acquisition of NDC.

Balance at July 31, 2022 $ 525,165 $ 1,288,069 $ 1,813,234

The increase in goodwill for the nine months ended July 31, 2022 was due to the acquisition of NDC.

See Acquisitions Note for additional details.

1 unchanged sentence

Information regarding our intangible assets subject to amortization was as follows:

April 30, 2022

July 31, 2022

Amount Accumulated

15 unchanged sentences

Total $ 723,664 $ 366,297 $ 357,367

Amortization expense for the three months ended April 30, 2022 and 2021 was $ 12,572 and $ 12,617 , respectively.

Amortization expense for the six months ended April 30, 2022 and 2021 was $ 25,657 and $ 25,697 , respectively.

Amortization expense for the three months ended July 31, 2022 and 2021 was $ 12,709 and $ 12,681 , respectively.

Amortization expense for the nine months ended July 31, 2022 and 2021 was $ 38,366 and $ 38,378 , respectively.

See Acquisitions Note for details regarding intangibles recorded due to the acquisition of NDC.

8 unchanged sentences

Nordson Corporation

The components of net periodic pension cost for the three and six months ended April 30, 2022 and 2021 were:

The components of net periodic pension cost for the three and nine months ended July 31, 2022 and 2021 were:

International

8 unchanged sentences

International

Six Months Ended 2022 2021 2022 2021

Nine Months Ended 2022 2021 2022 2021

Service cost $ 13,338 $ 16,999 $ 1,343 $ 1,642

5 unchanged sentences

Total benefit cost $ 49,941 $ 19,567 $ 2,810 $ 3,223

The components of other postretirement benefit costs for the three and six months ended April 30, 2022 and 2021 were:

The components of other postretirement benefit costs for the three and nine months ended July 31, 2022 and 2021 were:

International

5 unchanged sentences

International

Six Months Ended 2022 2021 2022 2021

Nine Months Ended 2022 2021 2022 2021

Service cost $ 515 $ 584 $ 9 $ 11

5 unchanged sentences

We record our interim provision for income taxes based on our estimated annual effective tax rate, as well as certain items discrete to the current period.

The effective tax rate for the three months ended April 30, 2022 and 2021 was 21.3 % and 20.3 %, respectively.

The effective tax rate for the six months ended April 30, 2022 and 2021 was 21.0 % and 20.5 %, respectively.

Due to our share-based payment transactions, our income tax provision included a discrete tax benefit of $ 309 and $ 1,424 for the three and six months ended April 30, 2022, respectively, compared to $ 1,796 and $ 2,595 for the three and six months ended April 30, 2021, respectively.

The effective tax rate for the three months ended July 31, 2022 and 2021 was 21.4 % and 21.2 %, respectively.

The effective tax rate for the nine months ended July 31, 2022 and 2021 was 21.2 % and 20.8 %, respectively.

Due to our share-based payment transactions, our income tax provision included a discrete tax benefit of $ 115 and $ 1,539 for the three and nine months ended July 31, 2022, respectively, compared to $ 570 and $ 3,165 for the three and nine months ended July 31, 2021, respectively.

Accumulated other comprehensive loss

12 unchanged sentences

— 32,047 32,047

Balance at April 30, 2022 $ ( 93,648 ) $ ( 104,561 ) $ ( 198,209 )

Balance at July 31, 2022 $ ( 114,868 ) $ ( 102,713 ) $ ( 217,581 )

Stock-based compensation

2 unchanged sentences

A maximum of 900 common shares were authorized for grant under the 2021 Plan plus the number of shares that remained available to be granted under the 2012 Plan.

As of April 30, 2022, a total of 2,126 common shares were available to be granted under the 2021 Plan.

As of July 31, 2022, a total of 2,125 common shares were available to be granted under the 2021 Plan.

Stock Options

7 unchanged sentences

Option exercises are satisfied through the issuance of treasury shares on a first-in, first-out basis.

We recognized compensation expense related to stock options of $ 2,391 and $ 4,163 for the three and six months ended April 30, 2022, respectively compared to $ 1,565 and $ 3,801 for the three and six months ended April 30, 2021, respectively.

We recognized compensation expense related to stock options of $ 1,580 and $ 5,743 for the three and nine months ended July 31, 2022, respectively, compared to $ 1,714 and $ 5,515 for the three and nine months ended July 31, 2021, respectively.

Nordson Corporation

The following table summarizes activity related to stock options for the six months ended April 30, 2022:

The following table summarizes activity related to stock options for the nine months ended July 31, 2022:

Options Weighted-

6 unchanged sentences

Forfeited or expired ( 17 ) 200.31

Outstanding at April 30, 2022 1,236 $ 140.12 $ 97,385 5.8 years

Outstanding at July 31, 2022 1,223 $ 140.23 $ 113,724 5.5 years

Expected to vest 372 $ 185.00 $ 19,836 7.3 years

Exercisable at April 30, 2022 854 $ 119.99 $ 81,711 5.0 years

As of April 30, 2022, there was $ 9,848 of total unrecognized compensation cost related to unvested stock options.

That cost is expected to be amortized over a weighted average period of approximately 1.1 years.

Exercisable at July 31, 2022 849 $ 120.50 $ 93,792 4.7 years

As of July 31, 2022, there was $ 8,148 of total unrecognized compensation cost related to unvested stock options.

That cost is expected to be amortized over a weighted average period of approximately 1.0 year.

The fair value of each option grant was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Six Months Ended

April 30, 2022 April 30, 2021

Nine Months Ended

July 31, 2022 July 31, 2021

Expected volatility 30.6 % - 30.8 % 30.8 % - 32.6 %

6 unchanged sentences

Treasury issues with a term equal to the expected life of the option being valued.

The weighted average grant date fair value of stock options granted during the six months ended April 30, 2022 and 2021 was $ 79.03 and $ 56.02 , respectively.

The total intrinsic value of options exercised during the three months ended April 30, 2022 and 2021 was $ 2,405 and $ 12,166 , respectively.

The total intrinsic value of options exercised during the six months ended April 30, 2022 and 2021 was $ 9,366 and $ 17,601 , respectively.

Cash received from the exercise of stock options for the six months ended April 30, 2022 and 2021 was $ 7,798 and $ 18,783 , respectively.

The weighted average grant date fair value of stock options granted during the nine months ended July 31, 2022 and 2021 was $ 79.03 and $ 56.02 , respectively.

The total intrinsic value of options exercised during the three months ended July 31, 2022 and 2021 was $ 1,052 and $ 4,441 , respectively.

The total intrinsic value of options exercised during the nine months ended July 31, 2022 and 2021 was $ 10,418 and $ 21,570 , respectively.

Cash received from the exercise of stock options for the nine months ended July 31, 2022 and 2021 was $ 8,845 and $ 24,136 , respectively.

Restricted Shares and Restricted Share Units

10 unchanged sentences

As shares or units are issued, deferred stock-based compensation equivalent to the fair value on the date of grant is expensed over the vesting period.

The following table summarizes activity related to restricted shares during the six months ended April 30, 2022:

The following table summarizes activity related to restricted shares during the nine months ended July 31, 2022:

Number of Shares Weighted-Average

1 unchanged sentence

Vested ( 12 ) 153.64

Restricted shares at April 30, 2022 9 $ 171.11

As of April 30, 2022, there was $ 804 of unrecognized compensation cost related to restricted shares.

Restricted shares at July 31, 2022 7 $ 166.68

As of July 31, 2022, there was $ 566 of unrecognized compensation cost related to restricted shares.

The cost is expected to be amortized over a weighted average period of 0.4 years.

The amount charged to expense related to restricted shares during the three months ended April 30, 2022 and 2021 was $ 299 and $ 501 , respectively, which included common share dividends of $ 5 and $ 13 , respectively.

For the six months ended April 30, 2022 and 2021, the amounts charged to expense related to restricted shares were $ 613 and $ 1,465 , respectively, which included common share dividends of $ 10 and $ 31 , respectively.

The following table summarizes activity related to restricted share units during the six months ended April 30, 2022:

The amount charged to expense related to restricted shares during the three months ended July 31, 2022 and 2021 was $ 243 and $ 346 , respectively, which included common share dividends of $ 4 and $ 5 , respectively.

For the nine months ended July 31, 2022 and 2021, the amounts charged to expense related to restricted shares were $ 856 and $ 1,811 , respectively, which included common share dividends of $ 14 and $ 36 , respectively.

The following table summarizes activity related to restricted share units during the nine months ended July 31, 2022:

Number of Units Weighted-Average

3 unchanged sentences

Vested ( 15 ) 201.79

Restricted share units at April 30, 2022 85 $ 230.34

As of April 30, 2022, there was $ 13,426 of remaining expense to be recognized related to outstanding restricted share units, which is expected to be recognized over a weighted average period of 1.0 year.

The amount charged to expense related to restricted share units during each of the three months ended April 30, 2022 and 2021 was $ 1,819 and $ 2,192 , respectively, compared to $ 4,092 and $ 4,284 for the six months ended April 30, 2022 and 2021, respectively.

Restricted share units at July 31, 2022 84 $ 230.18

As of July 31, 2022, there was $ 11,061 of remaining expense to be recognized related to outstanding restricted share units, which is expected to be recognized over a weighted average period of 1.0 year.

The amount charged to expense related to restricted share units during each of the three months ended July 31, 2022 and 2021 was $ 2,154 and $ 487 , respectively, compared to $ 6,246 and $ 4,771 for the nine months ended July 31, 2022 and 2021, respectively.

Performance Share Incentive Awards

5 unchanged sentences

The per share values were $ 260.60 and $ 273.50 for 2022 and $ 202.05 for 2021.

The amount charged to expense for the three months ended April 30, 2022 was $ 2,797 and credited to expense in 2021 of $ 460 , respectively, compared to charges of $ 6,741 and $ 4,295 for the six months ended April 30, 2022 and 2021, respectively.

The cumulative amount recorded in shareholders' equity at April 30, 2022 and 2021 was $ 13,756 and $ 4,132 , respectively.

As of April 30, 2022, there was $ 14,588 of unrecognized compensation cost related to performance share incentive awards.

The amount charged to expense related to performance awards for the three months ended July 31, 2022 and 2021 was $ 3,555 and $ 1,456 , respectively, compared to charges of $ 10,296 and $ 5,751 for the nine months ended July 31, 2022 and 2021, respectively.

The cumulative amount recorded in shareholders' equity at July 31, 2022 and 2021 was $ 17,312 and $ 5,588 , respectively.

As of July 31, 2022, there was $ 11,675 of unrecognized compensation cost related to performance share incentive awards.

Deferred Compensation

1 unchanged sentence

Additional share units are credited for quarterly dividends paid on our common shares.

Expense related to dividends paid under this plan for the three months ended April 30, 2022 and 2021 was $ 18 and $ 29 , respectively, compared to $ 36 and $ 58 for the six months ended April 30, 2022 and 2021, respectively.

Expense related to dividends paid under this plan for the three months ended July 31, 2022 and 2021 was $ 17 and $ 19 , respectively, compared to $ 53 and $ 77 for the nine months ended July 31, 2022 and 2021, respectively.

Deferred Directors’ Compensation

4 unchanged sentences

Nordson Corporation

The following table summarizes activity related to director deferred compensation share equivalent units during the six months ended April 30, 2022:

The following table summarizes activity related to director deferred compensation share equivalent units during the nine months ended July 31, 2022:

Number of Shares Weighted-Average

1 unchanged sentence

Outstanding at October 31, 2021 106 $ 68.11

Dividend equivalents 1 228.45

Distributions ( 16 ) 72.83

Outstanding at April 30, 2022 99 $ 70.81

The amount charged to expense related to director deferred compensation for the three months ended April 30, 2022 and 2021 was $ 75 and $ 63 compared to $ 151 and $ 125 for the six months ended April 30, 2022 and 2021, respectively.

Outstanding at July 31, 2022 91 $ 69.00

The amount charged to expense related to director deferred compensation for the three months ended July 31, 2022 and 2021 was $ 73 and $ 63 , respectively, compared to $ 224 and $ 188 for the nine months ended July 31, 2022 and 2021, respectively.

We offer warranties to our customers depending on the specific product and terms of the customer purchase agreement.

3 unchanged sentences

The liability for warranty costs is included in Accrued liabilities in the Consolidated Balance Sheets.

Following is a reconciliation of the product warranty liability for the six months ended April 30, 2022 and 2021:

April 30, 2022 April 30, 2021

Following is a reconciliation of the product warranty liability for the nine months ended July 31, 2022 and 2021:

July 31, 2022 July 31, 2021

Beginning balance at October 31 $ 11,113 $ 10,550

9 unchanged sentences

Items below the operating profit line of the Condensed Consolidated Statements of Income (interest and investment income, interest expense and other income/expense) are excluded from the measure of segment profitability reviewed by our chief operating decision maker and are not presented by operating segment.

The accounting policies of the segments are generally the same as those described in the Significant accounting policies Note.

The accounting policies of the segments are the same as those described in the Significant accounting policies Note.

Industrial Precision Solutions:

12 unchanged sentences

Solutions Corporate Total

April 30, 2022

July 31, 2022

Net external sales $ 341,215 $ 320,913 $ — $ 662,128

Operating profit (loss) 119,706 86,258 ( 21,046 ) 184,918

April 30, 2021

July 31, 2021

Net external sales $ 345,449 $ 301,409 $ — $ 646,858

Operating profit (loss) 123,829 80,769 ( 16,322 ) 188,276

Six Months Ended

April 30, 2022

Nine Months Ended

July 31, 2022

Net external sales $ 981,582 $ 925,115 $ — $ 1,906,697

Operating profit (loss) 324,089 261,043 ( 60,381 ) 524,751

April 30, 2021

July 31, 2021

Net external sales $ 932,640 $ 830,322 $ — $ 1,762,962

1 unchanged sentence

We had significant sales in the following geographic regions:

Three Months Ended Six Months Ended

April 30, 2022 April 30, 2021 April 30, 2022 April 30, 2021

Three Months Ended Nine Months Ended

July 31, 2022 July 31, 2021 July 31, 2022 July 31, 2021

United States $ 219,067 $ 201,531 $ 628,952 $ 589,771

10 unchanged sentences

The following tables present the classification of our assets and liabilities measured at fair value on a recurring basis:

April 30, 2022 Total Level 1 Level 2 Level 3

July 31, 2022 Total Level 1 Level 2 Level 3

Foreign currency forward contracts (a)

24 unchanged sentences

The carrying values of cash and cash equivalents, receivables and accounts payable approximate fair value due to the short-term nature of these instruments.

April 30, 2022

July 31, 2022

Amount Fair Value

11 unchanged sentences

Accordingly, the changes in the fair value of the foreign currency forward contracts are recognized in each accounting period in “Other – net” on the Condensed Consolidated Statements of Income together with the transaction gain or loss from the related balance sheet position.

For the three months ended April 30, 2022, we recognized a net loss of $ 9,080 on foreign currency forward contracts and a realized net gain of $ 10,079 from the change in fair value of balance sheet positions.

For the three months ended April 30, 2021, we recognized a net loss of $ 8,133 on foreign currency forward contracts and a net gain of $ 7,357 from the change in fair value of balance sheet positions.

For the six months ended April 30, 2022, we recognized a net loss of $ 12,678 on foreign currency forward contracts and a realized net gain of $ 14,041 from the change in fair value of balance sheet positions.

For the six months ended April 30, 2021, we recognized a net gain of $ 1,209 on foreign currency forward contracts and a net loss of $ 4,746 from the change in fair value of balance sheet positions.

For the three months ended July 31, 2022, we recognized a net gain of $ 15,181 on foreign currency forward contracts and a net loss of $ 14,436 from the change in fair value of balance sheet positions.

For the three months ended July 31, 2021, we recognized a net loss of $ 1,714 on foreign currency forward contracts and a net gain of $ 1,202 from the change in fair value of balance sheet positions.

For the nine months ended July 31, 2022, we recognized a net gain of $ 2,503 on foreign currency forward contracts and a net loss of $ 394 from the change in fair value of balance sheet positions.

For the nine months ended July 31, 2021, we recognized a net loss of $ 505 on foreign currency forward contracts and a net loss of $ 3,544 from the change in fair value of balance sheet positions.

The fair values of our foreign currency forward contract assets and liabilities are included in Receivable-net and Accrued liabilities, respectively, in our Consolidated Balance Sheets.

Nordson Corporation

The following table summarizes, by currency, the foreign currency forward contracts outstanding at April 30, 2022 and 2021:

The following table summarizes, by currency, the foreign currency forward contracts outstanding at July 31, 2022 and 2021:

Notional Amounts

April 30, 2022 contract amounts:

July 31, 2022 contract amounts:

Euro $ 88,275 $ 333,285

7 unchanged sentences

Notional Amounts

April 30, 2021 contract amounts:

July 31, 2021 contract amounts:

Euro $ 118,988 $ 337,817

10 unchanged sentences

Our customers represent a wide variety of industries and geographic regions.

For the three and six months ended April 30, 2022 and 2021, there were no significant concentrations of credit risk.

For the three and nine months ended July 31, 2022 and 2021, there were no significant concentrations of credit risk.

Long-term debt

A summary of long-term debt is as follows:

April 30, 2022 October 31, 2021

July 31, 2022 October 31, 2021

Notes payable $ 346 $ 3,545

11 unchanged sentences

It expires in April 2024.

The weighted-average interest rate at April 30, 2022 was 0.91 %.

The weighted-average interest rate at July 31, 2022 was 2.24 %.

Senior notes, due 2023-2025 — These unsecured fixed-rate notes entered into in 2012 with a group of insurance companies had a remaining weighted-average life of 1.72 years.

The weighted-average interest rate at April 30, 2022 was 3.10 %.

The weighted-average interest rate at July 31, 2022 was 3.10 %.

Senior notes, due 2023-2027 — These unsecured fixed-rate notes entered into in 2015 with a group of insurance companies had a remaining weighted-average life of 2.69 years.

The weighted-average interest rate at April 30, 2022 was 3.08 %.

The weighted-average interest rate at July 31, 2022 was 3.10 %.

Nordson Corporation

Senior notes, due 2023-2030 — These unsecured fixed-rate notes entered into in 2018 with a group of insurance companies had a remaining weighted-average life of 3.30 years.

The weighted-average interest rate at April 30, 2022 was 3.90 %.

The weighted-average interest rate at July 31, 2022 was 3.90 %.

Euro loan, due 2023 — In March 2020, we amended, restated and extended the term of our existing euro term loan facility with Bank of America Merrill Lynch International Limited.

2 unchanged sentences

€ 115,000 is due in March 2023 and an additional € 150,000 that was drawn down in March 2020 is due in March 2023.

The weighted average interest rate at April 30, 2022 was 0.61 percent.

We were in compliance with all covenants at April 30, 2022 and the amount we could borrow would not have been limited by any debt covenants.

The weighted average interest rate at July 31, 2022 was 0.61 %.

We were in compliance with all covenants at July 31, 2022 and the amount we could borrow would not have been limited by any debt covenants.

Contingencies

3 unchanged sentences

We have voluntarily agreed with the City of New Richmond, Wisconsin and other potentially responsible parties to share costs associated with the remediation of the City of New Richmond municipal landfill (the Site) and the construction of a potable water delivery system serving the impacted area down gradient of the Site.

At April 30, 2022 and October 31, 2021, our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $ 313 and $ 319 , respectively.

As of July 31, 2022 and October 31, 2021, our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $ 313 and $ 319 , respectively.

The liability for environmental remediation represents management’s best estimate of the probable and reasonably estimable undiscounted costs related to known remediation obligations.

2 unchanged sentences

However, we do not expect that the costs associated with remediation will have a material adverse effect on our financial condition or results of operations.

Subsequent Events

Segment reorganization

On July 8, 2022, Nordson Corporation announced a reorganization into three financial reporting segments effective August 1, 2022, the beginning of the Company’s fiscal fourth quarter.

The Company believes this new structure enhances its ability to deliver the Ascend strategy goal of top-tier growth with leading margins and returns.

Medical and Fluid Solutions (MFS)

The new MFS segment will include the Company’s fluid management solutions for medical, high-tech industrial and other diverse end markets.

Related plastic tubing, balloons, catheters, syringes, cartridges, tips, and fluid connection components are used to dispense or control fluids within customers’ medical devices or products, as well as production processes.

This remains one of the Company’s growth engines both organically and acquisitively.

In fiscal 2021, this segment had revenues of approximately $ 0.6 billion.

Advanced Technology Solutions (ATS)

The ATS segment now will focus on products serving electronics end markets.

ATS products integrate our proprietary technologies found in progressive stages of an electronics customer’s production processes, such as surface treatment, precisely controlled dispensing of material and test and inspection to ensure quality and reliability.

Applications include, but are not limited to, semiconductors, printed circuit boards, electronic components, and automotive electronics.

In fiscal 2021, this segment had revenues of approximately $ 0.5 billion.

Industrial Precision Solutions (IPS)

There is no change to the IPS segment, which is focused on delivering proprietary dispensing and processing technology, both standard and highly customized equipment, to diverse end markets.

Product lines for IPS commonly reduce material consumption, increase line efficiency through precision dispense and measurement and control, and enhance product brand and appearance.

Components are used for dispensing adhesives, coatings, paint, finishes, sealants and other materials.

This business primarily serves the industrial, consumer durables and non-durables markets.

In fiscal 2021, IPS had revenues of approximately $ 1.2 billion.

Nordson Corporation

CyberOptics Corporation Pending Acquisition

On August 7, 2022, the Company entered into an Agreement and Plan of Merger (Merger Agreement) with Meta Merger Company, a direct and wholly owned subsidiary of the Company (Merger Sub), and CyberOptics Corporation (CyberOptics).

CyberOptics is a leading global developer and manufacturer of high-precision 3D optical sensing technology solutions that generates approximately $ 100 million in annual revenue.

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into CyberOptics, with CyberOptics surviving the merger as a wholly owned subsidiary of the Company.

At the effective time of the merger, each issued and outstanding share of common stock of CyberOptics, subject to certain exceptions, will be automatically converted into the right to receive $ 54.00 in cash, without interest, or approximately $ 380 million, net of cash acquired.

The Company intends to fund the merger consideration with cash on hand and by utilizing its revolving credit agreement.

The consummation of the merger is subject to certain closing conditions, including the adoption and approval of the merger by the majority of the issued and outstanding common shares of CyberOptics, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary conditions specified in the Merger Agreement.

Nordson Corporation

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements