8-K

NORDSON CORP (NDSN)

8-K 2020-08-19 For: 2020-08-19
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 2020

NORDSON CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Ohio 000-07977 34-0590250
(State or Other<br><br> <br>Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer<br><br> <br>Identification Number)
28601 Clemens Road
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Westlake, Ohio 44145
(Address of Principal Executive<br><br> <br>Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: 440-892-1580

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

  under any of the following provisions \(see General Instruction A.2. below\):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange<br><br> On Which Registered
Common Shares, without par value NDSN Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02. Results of Operations and Financial Condition.

On August 19, 2020, Nordson Corporation issued a press release relating to its results of operations for the third quarter of fiscal 2020.  A copy is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release of Nordson Corporation dated August 19, 2020.
104 Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

NORDSON CORPORATION
Date: August 19, 2020 By: /s/ Joseph P. Kelley
Joseph P. Kelley
Executive Vice President<br><br> <br>Chief Financial Officer

Exhibit 99.1

Nordson Corporation Reports Fiscal Year 2020 Third Quarter Results

- Sales were $538 million, a 4% year-over-year decrease - Operating profit was $112 million, or 21% of sales - EBITDA was $148 million, or 28% of sales - Earnings were $1.49 per diluted share - Adjusted earnings were $1.42 per diluted share, a 12% decrease from prior year

WESTLAKE, Ohio--(BUSINESS WIRE)--August 19, 2020--Nordson Corporation **** (Nasdaq: NDSN) today reported results for the third quarter of fiscal year 2020. For the quarter ended July 31, 2020, sales were $538 million, a 4% decrease compared to the prior year’s third quarter sales of $560 million. The diversity of our end market exposure and broad global customer base contributed to the sales performance in the quarter. The sales decrease was primarily organic, as the benefits from the recent acquisition of Fluortek were offset by unfavorable currency impacts.

Operating profit in the quarter was $112 million, or 21% of sales. Excluding non-recurring charges associated with cost structure simplification actions and the amortization of the step-up in acquired inventory, adjusted operating profit was $120 million, a 9% decrease compared to the prior year’s adjusted operating profit. EBITDA, which is defined as adjusted operating profit plus depreciation and amortization, in the quarter totaled $148 million, or 28% of sales.

Net income was $87 million, and earnings per diluted share were $1.49. Adjusted earnings, which excludes non-recurring charges, discrete tax benefits of $12 million and a non-cash, non-operating pension settlement charge of $3 million, totaled $83 million, or $1.42 per share.


“Throughout the quarter, our team remained focused on protecting the health and safety of our employees and responding to the needs of our customers,” commented Sundaram Nagarajan, president and chief executive officer. “At the same time, we made solid progress on our long-term strategic priorities by acquiring Fluortek, a high-quality medical company, and leveraging the next generation of the Nordson Business System – the NBS Next growth framework – to prioritize investments that will drive profitable growth and identify opportunities to simplify our cost structure.”

Third Quarter Segment Results

Industrial Precision Solutions sales of $289 million decreased approximately 6% compared to the prior year’s third quarter. Stable performance of those product lines serving consumer non-durable end markets was offset by weakness in sales of product lines serving industrial end markets. Operating profit, which included $3 million in structural cost reduction actions, totaled $75 million. Adjusted operating profit was $78 million, or 27% of sales, a decrease of 13% from the prior year adjusted operating profit.

Advanced Technology Solutions sales of $249 million decreased approximately 2% compared to the prior year’s third quarter. The Fluortek acquisition increased sales approximately 2%, which was more than offset by organic volume declines and unfavorable currency impacts. Sales volume increases in test and inspection product lines serving electronics end markets and stable demand in medical product lines were offset by weakness in fluid dispense product lines serving industrial end markets. Operating profit, which included $3 million of structural cost reduction actions and the amortization of the step-up in acquired inventory, totaled $50 million. Adjusted operating profit was $53 million, or 21% of sales, which was in line with prior year profits.

Outlook

“Given the challenging macro-economic environment, I am very pleased with our performance in the quarter and the progress we are making in aligning the organization,” Nagarajan stated. “We will continue to invest in these uncertain times and remain optimistic about the potential of the highly diversified and differentiated Nordson portfolio.”


While the short-term environment remains difficult to predict, we expect fiscal fourth quarter revenue to be commensurate with to slightly better than fiscal third quarter revenue based on the current order entry trends and order backlog. Weekly order entry rates have improved from the lower levels experienced during the third quarter. Entering the fourth quarter, trailing four-week order entry is 93% of prior year levels and backlog totaled $423 million. Operating profit is forecasted to improve modestly in the fiscal fourth quarter compared to the third quarter, as cost reduction initiatives begin to deliver benefits.

Nordson management will provide additional commentary on these results and outlook during a conference call Thursday, August 20, 2020 at 8:30 a.m. eastern time, which can be accessed at https://investors.nordson.com. For persons unable to listen to the live broadcast, a replay will be available for 14 days after the event. Information about Nordson’s investor relations and shareholder services is available from Lara Mahoney, vice president, investor relations and corporate communications at (440) 204-9985 or lara.mahoney@nordson.com.

Certain statements contained in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by terminology such as "may," "will," "should," "could," "expects," "anticipates," "believes," "projects," "forecasts," “outlook,” “guidance,” "continue," “target,” or the negative of such terms or comparable terminology. 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 successfully integrate acquisitions; 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 coronavirus (COVID-19) pandemic and the other factors discussed in Item 1A (Risk Factors) in the Company’s most recently filed Annual Report on Form 10-K and on its Form 10-Q with the Securities and Exchange Commission, which should be reviewed carefully. The Company undertakes no obligation to update or revise any forward-looking statement in this press release.


Nordson Corporation engineers, manufactures and markets differentiated products and systems used for the precision dispensing of adhesives, coatings, sealants, biomaterials, polymers, plastics and other materials, fluid management, test and inspection, UV curing and plasma surface treatment, all supported by application expertise and direct global sales and service. Nordson serves a wide variety of consumer non-durable, durable and technology end markets including packaging, nonwovens, electronics, medical, appliances, energy, transportation, construction, and general product assembly and finishing. Founded in 1954 and headquartered in Westlake, Ohio, the Company has operations and support offices in more than 35 countries. Visit Nordson on the web at http://www.nordson.com, @Nordson_Corp, or www.facebook.com/nordson.


Attachment #1
NORDSON CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands except for per-share amounts)
THIRD QUARTER PERIOD
Period Ended July 31, 2020
(Unaudited)
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended Nine Months Ended
July 31, 2020 July 31, 2019 July 31, 2020 July 31, 2019
Sales $ 538,181 $ 559,746 $ 1,562,575 $ 1,608,775
Cost of sales 257,373 257,123 728,975 735,647
Gross margin 280,808 302,623 833,600 873,128
Gross profit % 52.2 % 54.1 % 53.3 % 54.3 %
Selling & administrative expenses 168,753 172,347 521,423 529,675
Operating profit 112,055 130,276 312,177 343,453
Interest expense - net (6,880 ) (10,989 ) (24,047 ) (35,085 )
Other income (expense) - net (9,668 ) 210 (12,943 ) (4,546 )
Income before income taxes 95,507 119,497 275,187 303,822
Income taxes 8,526 25,569 44,123 69,404
Net Income $ 86,981 $ 93,928 $ 231,064 $ 234,418
Weighted-average common shares outstanding:
Basic 57,693 57,395 57,679 57,463
Diluted 58,427 58,117 58,404 58,183
Earnings per share:
Basic $ 1.51 $ 1.64 $ 4.01 $ 4.08
Diluted $ 1.49 $ 1.62 $ 3.96 $ 4.03

Attachment #2
NORDSON CORPORATION
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
THIRD QUARTER PERIOD
Period Ended July 31, 2020
(Unaudited)
CONSOLIDATED BALANCE SHEET
July 31, 2020 October 31, 2019
Cash and cash equivalents $ 221,783 $ 151,164
Receivables - net 498,283 530,765
Inventories - net 310,557 283,399
Other current assets 50,075 45,867
Total current assets 1,080,698 1,011,195
Property, plant & equipment - net 414,982 398,895
Goodwill 1,701,914 1,614,739
Other assets 622,364 491,618
$ 3,819,958 $ 3,516,447
Current maturities of long-term debt $ 43,598 $ 168,738
Accounts payable and accrued liabilities 303,620 308,888
Total current liabilities 347,218 477,626
Long-term debt 1,221,082 1,075,404
Other liabilities 481,746 382,372
Total shareholders' equity 1,769,912 1,581,045
$ 3,819,958 $ 3,516,447
NORDSON CORPORATION
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CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
THIRD QUARTER PERIOD
Period Ended July 31, 2020
(Unaudited)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
July 31, 2020 July 31, 2019
Cash flows from operating activities:
Net Income $ 231,064 $ 234,418
Depreciation and amortization 84,164 83,331
Other non-cash items 8,751 14,699
Changes in working capital (14,021 ) (96,017 )
Net cash provided by operating activities 309,958 236,431
Cash flows from investing activities:
Additions to property, plant and equipment (36,096 ) (46,002 )
Acquisitions (125,260 ) (12,110 )
Other - net (1,836 ) 193
Net cash used in investing activities (163,192 ) (57,919 )
Cash flows from financing activities:
Issuance (repayment) of long-term debt 1,740 36,009
Repayment of finance lease obligations (5,814 ) (4,442 )
Dividends paid (65,737 ) (60,325 )
Issuance of common shares 46,304 17,275
Purchase of treasury shares (51,897 ) (118,124 )
Net cash used in financing activities (75,404 ) (129,607 )
Effective of exchange rate change on cash (743 ) 3,262
Net change in cash and cash equivalents 70,619 52,167
Cash and cash equivalents:
Beginning of period 151,164 95,678
End of period $ 221,783 $ 147,845

Attachment #3
NORDSON CORPORATION
SALES BY SEGMENT AND GEOGRAPHIC REGION
(Dollars in thousands)
THIRD QUARTER PERIOD
Period Ended July 31, 2020
(Unaudited)
Three Months Ended Sales Variance
SALES BY SEGMENT July 31, 2020 July 31, 2019 Organic Acquisition Currency Total
Industrial precision solutions $ 288,965 $ 306,648 -4.5 % - -1.3 % -5.8 %
Advanced technology solutions 249,216 253,098 -3.3 % 1.8 % - -1.5 %
Total sales $ 538,181 $ 559,746 -4.0 % 0.8 % -0.7 % -3.9 %
Three Months Ended Sales Variance
SALES BY GEOGRAPHIC REGION July 31, 2020 July 31, 2019 Organic Acquisition Currency Total
United States $ 183,508 $ 190,460 -4.4 % 0.8 % - -3.6 %
Americas 38,265 47,040 -17.5 % 4.2 % -5.4 % -18.7 %
Europe 132,107 143,449 -7.6 % 0.3 % -0.6 % -7.9 %
Japan 31,226 30,488 0.6 % 0.4 % 1.4 % 2.4 %
Asia Pacific 153,075 148,309 3.7 % 0.3 % -0.8 % 3.2 %
Total sales $ 538,181 $ 559,746 -4.0 % 0.8 % -0.7 % -3.9 %
Nine Months Ended Sales Variance
SALES BY SEGMENT July 31, 2020 July 31, 2019 Organic Acquisition Currency Total
Industrial precision solutions $ 835,038 $ 871,925 -2.8 % - -1.4 % -4.2 %
Advanced technology solutions 727,537 736,850 -2.1 % 1.1 % -0.3 % -1.3 %
Total sales $ 1,562,575 $ 1,608,775 -2.5 % 0.5 % -0.9 % -2.9 %
Nine Months Ended Sales Variance
SALES BY GEOGRAPHIC REGION July 31, 2020 July 31, 2019 Organic Acquisition Currency Total
United States $ 560,941 $ 551,510 1.2 % 0.5 % - 1.7 %
Americas 106,021 123,159 -12.0 % 1.8 % -3.7 % -13.9 %
Europe 394,554 425,650 -6.0 % 0.5 % -1.8 % -7.3 %
Japan 90,353 89,566 -1.1 % 0.3 % 1.7 % 0.9 %
Asia Pacific 410,706 418,890 -1.3 % 0.3 % -1.0 % -2.0 %
Total sales $ 1,562,575 $ 1,608,775 -2.5 % 0.5 % -0.9 % -2.9 %

Attachment #4
NORDSON CORPORATION
RECONCILIATION OF NON-GAAP MEASURES - ADJUSTED OPERATING PROFIT AND EBITDA
(Dollars in thousands)
THIRD QUARTER PERIOD
Period Ended July 31, 2020
(Unaudited)
Three Months Ended Nine Months Ended
July 31, 2020 July 31, 2019 July 31, 2020 July 31, 2019
SALES BY SEGMENT
Industrial precision solutions $ 288,965 $ 306,648 $ 835,038 $ 871,925
Advanced technology solutions 249,216 253,098 727,537 736,850
Total sales $ 538,181 $ 559,746 $ 1,562,575 $ 1,608,775
OPERATING PROFIT
Industrial precision solutions $ 74,744 $ 88,811 $ 207,603 $ 229,702
Advanced technology solutions 49,952 53,562 140,928 150,882
Corporate (12,641 ) (12,097 ) (36,354 ) (37,131 )
Total operating profit $ 112,055 $ 130,276 $ 312,177 $ 343,453
OPERATING PROFIT ADJUSTMENTS ^(1)^
Industrial precision solutions $ 2,813 $ 543 $ 3,477 $ 1,809
Advanced technology solutions 3,413 835 6,383 835
Corporate 1,387 - 1,387 192
Total adjustments $ 7,613 $ 1,378 $ 11,247 $ 2,836
ADJUSTED OPERATING PROFIT (NON-GAAP) % of Sales % of Sales % of Sales % of Sales
Industrial precision solutions $ 77,557 27 % $ 89,354 29 % $ 211,080 25 % $ 231,511 27 %
Advanced technology solutions 53,365 21 % 54,397 21 % 147,311 20 % 151,717 21 %
Corporate (11,254 ) (12,097 ) (34,967 ) (36,939 )
Total operating profit - adjusted $ 119,668 22 % $ 131,654 24 % $ 323,424 21 % $ 346,289 22 %
DEPRECIATION & AMORTIZATION
Industrial precision solutions $ 8,588 $ 8,699 $ 25,732 $ 25,671
Advanced technology solutions 17,738 17,581 51,980 51,785
Corporate 2,174 1,563 6,452 5,875
Total depreciation & amortization $ 28,500 $ 27,843 $ 84,164 $ 83,331
EBITDA (NON-GAAP) % of Sales % of Sales % of Sales % of Sales
Industrial precision solutions $ 86,145 30 % $ 98,053 32 % $ 236,812 28 % $ 257,182 29 %
Advanced technology solutions 71,103 29 % 71,978 28 % 199,291 27 % 203,502 28 %
Corporate (9,080 ) (10,534 ) (28,515 ) (31,064 )
Total EBITDA $ 148,168 28 % $ 159,497 28 % $ 407,588 26 % $ 429,620 27 %
^(1)^ Represents charges associated with our 2020 and 2019 acquisitions, and costs and adjustments related to cost structure<br> simplification actions.
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Adjusted operating profit and EBITDA are non-GAAP measures used by management to evaluate the Company's ongoing operations.
Adjusted operating profit is defined as operating profit plus certain adjustments, such as cost structure simplification actions, and non-cash<br> inventory charges related to acquisitions. EBITDA is defined as adjusted operating profit plus depreciation and amortization.

Attachment #5
NORDSON CORPORATION
RECONCILIATION OF NON-GAAP MEASURES - PROFITABILITY
(Dollars in thousands)
THIRD QUARTER PERIOD
Period Ended July 31, 2020
(Unaudited)
Three Months Ended Nine Months Ended
GAAP AS REPORTED July 31, 2020 July 31, 2019 July 31, 2020 July 31, 2019
Operating profit $ 112,055 $ 130,276 $ 312,177 $ 343,453
Other / interest income (expense) - net (16,548 ) (10,779 ) (36,990 ) (39,631 )
Net income 86,981 93,928 231,064 234,418
EPS diluted $ 1.49 $ 1.62 $ 3.96 $ 4.03
Shares outstanding - diluted 58,427 58,117 58,404 58,183
OPERATING PROFIT ADJUSTMENTS
Inventory step-up amortization $ 1,229 $ 188 $ 1,229 $ 188
Severance and other 6,384 1,190 10,018 2,648
NON-OPERATING EXPENSE ADJUSTMENTS
Pension settlement loss $ 2,508 $ - $ 2,508 $ -
Total adjustments $ 10,121 $ 1,378 $ 13,755 $ 2,836
Adjustments net of tax $ 7,966 $ 1,071 $ 10,825 $ 2,195
Other discrete tax items $ (11,816 ) $ (1,068 ) $ (14,491 ) $ 740
EPS effect of adjustments and other discrete tax items $ (0.07 ) $ 0.00 $ (0.06 ) $ 0.05
NON-GAAP MEASURES - ADJUSTED PROFITABILITY
Operating profit $ 119,668 $ 131,654 $ 323,424 $ 346,289
Operating profit % of sales 22.2 % 23.5 % 20.7 % 21.5 %
Net income $ 83,131 $ 93,931 $ 227,398 $ 237,353
EPS diluted $ 1.42 $ 1.62 $ 3.89 $ 4.08
Adjusted operating profit is defined as operating profit plus certain adjustments such as cost structure simplification actions and non-cash<br> inventory charges related to acquisitions. Adjusted operating profit as a percentage of sales is defined as adjusted operating profit divided by sales.
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Adjusted net income is defined as net income plus tax effected adjustments and other discrete tax items.
Adjusted EPS is defined as GAAP EPS adjusted for tax effected adjustments and other discrete tax items.
Management does not consider the effects of the adjustments identified above in evaluating the core operational activities of the Company.<br> Management uses these non-GAAP measures internally to make strategic decisions, forecast future results, and evaluate the Company's current performance. Given management's use of these non-GAAP measures, the Company believes these<br> measures are important to investors in understanding the Company's current and future operating results as seen through the eyes of management. In addition, management believes these non-GAAP measures are useful to investors in enabling<br> them to better assess changes in the Company's core business across different time periods. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures to other companies' non-GAAP<br> financial measures, even if they have similar names.
Amounts may not add due to rounding.

Contacts

Lara Mahoney

        Vice President, 

        Investor Relations & Corporate Communications 

        440.204.9985 

        Lara.Mahoney@nordson.com