8-K

NORDSON CORP (NDSN)

8-K 2021-12-15 For: 2021-12-15
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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): December 15, 2021

NORDSON CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Ohio 000-07977 34-0590250
(State or Other<br><br>Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer<br><br>Identification Number) 28601 Clemens Road<br><br>Westlake, Ohio 44145<br><br>(Address of Principal Executive<br><br>Offices, including Zip Code)
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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>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 for complying 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 December 15, 2021, Nordson Corporation issued a press release relating to its results of operations for the fourth quarter of fiscal 2021.  A copy is attached as Exhibit 99.1.

Item 7.01.    Regulation FD Disclosure.

Nordson Corporation will provide additional commentary on fourth quarter and full year fiscal 2021 results and outlook during a webcast on Thursday, December 16, 2021 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.

As provided in General Instruction B.2 of Form 8-K, the information contained in Items 2.02 and 7.01 of this Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall any such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.(d) Exhibits.

(d) Exhibits.

99.1 Press release of Nordson Corporation dated December 15, 2021.
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: December 15, 2021 By: /s/ Joseph P. Kelley
Joseph P. Kelley
Executive Vice President<br><br>Chief Financial Officer

Document

Exhibit 99.1

Nordson Corporation Reports Fiscal Year 2021 Fourth Quarter and Record Full Year Results

Fourth Quarter:

•Sales were $599 million, a 7% year-over-year increase, 10% organic

•Operating profit was $151 million, or 25% of sales

•Earnings were $1.88 per diluted share, an 18% increase from prior year adjusted earnings per share

Full Year:

•Full year sales, operating profit, and earnings per share were all company records

•Sales were $2.4 billion, an 11% year-over-year increase

•Earnings were $7.74 per diluted share, a 41% increase from prior year adjusted earnings per share

2022 Guidance:

•Fiscal 2022 sales growth of 6% to 10% and earnings growth of 8% to 18% over the record fiscal 2021 results

•First quarter 2022 sales growth of 14% to 16% over prior year first quarter; earnings per diluted share in the range of $1.80 to $1.95

WESTLAKE, Ohio--(BUSINESS WIRE)--December 15, 2021--Nordson Corporation (Nasdaq: NDSN) today reported results for the fiscal fourth quarter ended October 31, 2021. Sales were $599 million, a 7% increase compared to the prior year’s fourth quarter sales of $559 million. The increase in fourth quarter 2021 sales included 10% organic volume growth, offset by an unfavorable 4% divestiture impact and favorable currency translation of 1%. Growth was strong in all product lines, particularly electronics and industrial end markets.

Operating profit in the quarter was $151 million, or 25% of sales, a 16% increase compared to the prior year adjusted operating profit of $130 million. Sales volume leverage, in addition to continued benefits from structural cost reduction actions taken in fiscal year 2020 and the divestiture of the screws and barrels product line on February 1, 2021, contributed to the quarterly increase. EBITDA in the quarter totaled $177 million, or 30% of sales, and represents an increase of 11% from the prior year EBITDA of $159 million.

Net income was $110 million, a 19% increase compared to the prior year adjusted earnings of $93 million. Fourth quarter diluted earnings per share were $1.88, an 18% increase over the prior year adjusted earnings of $1.59 per diluted share.

Commenting on the Company’s fiscal fourth quarter 2021 results, Nordson President and Chief Executive Officer Sundaram Nagarajan said, “The fourth quarter was a solid finish to an incredible year, where we surpassed our prior record annual performance in sales by $108 million and in operating profit by $111 million. I am very proud of the Nordson team. This growth was across a broad base of end markets and geographies, as a result of leveraging the NBS Next growth framework to fully participate in the accelerated economic recovery.”

Fourth Quarter Segment Results

Industrial Precision Solutions sales of $314 million increased 2% compared to the prior year fourth quarter, driven by an 8% organic increase, offset by a divestiture impact of 7% and a favorable currency impact of 1%. This organic sales increase was driven by steady demand across the majority of end markets and geographies served. Operating profit totaled $103 million in the quarter, or 33% of sales, an increase of 12% compared to the prior year adjusted operating profit.

Advanced Technology Solutions sales of $285 million increased 14% compared to the prior year fourth quarter, driven by an organic sales increase of 13% and a favorable currency impact of 1%. Sales growth was strong in all end markets during the current year quarter, with particularly high demand for products serving the electronics and medical end markets. Operating profit totaled $67 million in the quarter, or 24% of sales, an increase of 29% compared to the prior year adjusted operating profit.

“Our fourth quarter 2021 performance was very strong with double digit organic growth and incremental operating profit margins of 52%. Looking sequentially, gross margins were impacted by a spike in logistics costs and non-recurring cost increases associated with divisional alignment efforts around best growth opportunities. Pricing actions are being taken to

mitigate these negative impacts on gross margin as we move into the first half of 2022,” said Nordson Chief Financial Officer Joseph Kelley.

Fiscal 2021 Full Year Results

Sales for the fiscal year ended October 31, 2021 were $2.4 billion, an increase of 11% compared to the same period a year ago. This increase in sales was driven by an 11% increase in organic volume and a favorable currency impact of 3%, offset by a net unfavorable acquisition and divestiture impact of 3%. Full year operating profit was $615 million, or 26% of sales. Net income for the full year was $454 million and diluted earnings per share were $7.74, a 41% increase from the prior year adjusted diluted earnings per share of $5.48.

Mr. Nagarajan continued, “Looking at the second half of fiscal 2021, we achieved 15% organic sales growth and 36% adjusted profit growth compared to the second half of the prior year. Based on our strong order entry and current backlog, we anticipate carrying this second half of 2021 growth rate into the first quarter of fiscal 2022. Our teams are adapting to a very dynamic macro environment, and they are taking actions to offset cost and supply chain headwinds. The Ascend Strategy with NBS Next at its core will continue to enable us to deliver top tier growth with leading margins and returns.”

Outlook

Backlog entering the first quarter of fiscal year 2022 is approximately $800 million, a 90% increase above the prior year. The current macroeconomic environment continues to drive increased order volume and extended shipment request dates. Based on these order entry trends, backlog, and anticipated sales timing, we expect fiscal 2022 first quarter sales growth to be in the range of 14% to 16% as compared to fiscal 2021 first quarter, with adjusted earnings per diluted share in the range of $1.80 to $1.95.

On a full year basis, we expect fiscal 2022 sales growth to be in the range of 6% to 10%, with adjusted earnings per diluted share growth in the range of 8% to 18%, both as compared to fiscal 2021.

Nordson management will provide additional commentary on these results and outlook during its previously announced webcast on Thursday, December 16, 2021 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 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 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 in its Forms 10-Q filed 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 is an innovative precision technology company that leverages a scalable growth framework to deliver top tier growth with leading margins and returns. The Company’s direct sales model and applications expertise serves global customers through a wide variety of critical applications. Its diverse end market exposure includes consumer non-durable, medical, electronics and industrial end markets. Founded in 1954 and headquartered in Westlake, Ohio, the Company has operations and support offices in over 35 countries. Visit Nordson on the web at www.nordson.com, www.twitter.com/Nordson_Corp or www.facebook.com/nordson.

NORDSON CORPORATION

CONSOLIDATED STATEMENT OF INCOME (Unaudited)

(Dollars in thousands except for per-share amounts)

Three Months Ended Twelve Months Ended
October 31, 2021 October 31, 2020 October 31, 2021 October 31, 2020
Sales $ 599,247 $ 558,525 $ 2,362,209 $ 2,121,100
Cost of sales 268,097 261,657 1,038,129 990,632
Gross profit 331,150 296,868 1,324,080 1,130,468
Gross margin % 55.3 % 53.2 % 56.1 % 53.3 %
Selling & administrative expenses 179,715 172,129 708,953 693,552
Assets held for sale impairment charge 87,371 87,371
Operating profit 151,435 37,368 615,127 349,545
Interest expense - net (4,452) (6,432) (23,341) (30,479)
Other expense - net (6,874) (4,634) (17,610) (17,577)
Income before income taxes 140,109 26,302 574,176 301,489
Income taxes 29,649 7,827 119,808 51,950
Net Income $ 110,460 $ 18,475 $ 454,368 $ 249,539
Weighted-average common shares outstanding:
Basic 58,123 57,988 58,091 57,757
Diluted 58,792 58,679 58,734 58,473
Earnings per share:
Basic earnings $ 1.90 $ 0.32 $ 7.82 $ 4.32
Diluted earnings $ 1.88 $ 0.31 $ 7.74 $ 4.27

NORDSON CORPORATION

CONSOLIDATED BALANCE SHEET (Unaudited)

(Dollars in thousands)

October 31, 2021 October 31, 2020
Cash and cash equivalents $ 299,972 $ 208,293
Receivables - net 489,389 471,873
Inventories - net 327,195 277,033
Other current assets 48,282 43,798
Assets held for sale 19,615
Total current assets 1,164,838 1,020,612
Property, plant & equipment - net 355,565 358,618
Goodwill 1,713,148 1,713,354
Other assets 557,410 582,072
$ 3,790,961 $ 3,674,656
Notes payable and debt due within one year $ 34,188 $ 38,043
Accounts payable and accrued liabilities 411,206 311,898
Liabilities held for sale 13,148
Total current liabilities 445,394 363,089
Long-term debt 781,709 1,067,952
Other liabilities 404,728 484,624
Total shareholders' equity 2,159,130 1,758,991
$ 3,790,961 $ 3,674,656

NORDSON CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(Dollars in thousands)

Twelve Months Ended
October 31, 2021 October 31, 2020
Cash flows from operating activities:
Net Income $ 454,368 $ 249,539
Depreciation and amortization 103,883 113,302
Impairment loss on assets held for sale 87,371
Other non-cash items 32,356 5,278
Changes in working capital 29,011 45,113
Other - principally pension plan (73,691) 1,818
Net cash provided by operating activities 545,927 502,421
Cash flows from investing activities:
Additions to property, plant and equipment (38,303) (50,535)
Acquisitions (142,414)
Other - net 5,134 (1,160)
Net cash used in investing activities (33,169) (194,109)
Cash flows from financing activities:
Repayment of long-term debt (289,416) (153,816)
Repayment of finance lease obligations (6,624) (7,605)
Dividends paid (97,683) (88,347)
Issuance of common shares 31,780 50,853
Purchase of treasury shares (60,970) (52,614)
Net cash used in financing activities (422,913) (251,529)
Effect of exchange rate change on cash 1,834 346
Net change in cash and cash equivalents 91,679 57,129
Cash and cash equivalents:
Beginning of period 208,293 151,164
End of period $ 299,972 $ 208,293

NORDSON CORPORATION

SALES BY GEOGRAPHIC SEGMENT (Unaudited)

(Dollars in thousands)

Three Months Ended Sales Variance
October 31, 2021 October 31, 2020 Organic Acquisitions / Divestitures Currency Total
SALES BY SEGMENT
Industrial precision solutions $ 314,307 $ 308,385 8.0 % (6.6) % 0.5 % 1.9 %
Advanced technology solutions 284,940 250,140 13.3 % % 0.6 % 13.9 %
Total sales $ 599,247 $ 558,525 10.4 % (3.7) % 0.6 % 7.3 %
SALES BY GEOGRAPHIC REGION
United States $ 199,532 $ 194,701 7.8 % (5.3) % % 2.5 %
Americas 51,038 35,452 47.2 % (5.9) % 2.7 % 44.0 %
Europe 163,592 142,082 17.6 % (2.7) % 0.2 % 15.1 %
Japan 27,659 36,248 (16.0) % (3.5) % (4.2) % (23.7) %
Asia Pacific 157,426 150,042 4.6 % (2.0) % 2.3 % 4.9 %
Total sales $ 599,247 $ 558,525 10.4 % (3.7) % 0.6 % 7.3 %
Twelve Months Ended Sales Variance
October 31, 2021 October 31, 2020 Organic Acquisitions / Divestitures Currency Total
SALES BY SEGMENT
Industrial precision solutions $ 1,246,947 $ 1,143,423 11.7 % (6.0) % 3.4 % 9.1 %
Advanced technology solutions 1,115,262 977,677 10.9 % 1.3 % 1.9 % 14.1 %
Total sales $ 2,362,209 $ 2,121,100 11.3 % (2.6) % 2.7 % 11.4 %
SALES BY GEOGRAPHIC REGION
United States $ 789,303 $ 755,642 8.3 % (3.8) % % 4.5 %
Americas 179,807 141,473 24.4 % 0.9 % 1.8 % 27.1 %
Europe 617,492 536,636 11.4 % (2.0) % 5.7 % 15.1 %
Japan 107,572 126,601 (11.0) % (3.5) % (0.5) % (15.0) %
Asia Pacific 668,035 560,748 16.7 % (1.8) % 4.2 % 19.1 %
Total sales $ 2,362,209 $ 2,121,100 11.3 % (2.6) % 2.7 % 11.4 %

NORDSON CORPORATION

RECONCILIATION OF NON-GAAP MEASURES - ADJUSTED OPERATING PROFIT AND EBITDA (Unaudited)

(Dollars in thousands)

Three Months Ended Twelve Months Ended
October 31, 2021 October 31, 2020 October 31, 2021 October 31, 2020
SALES BY SEGMENT
Industrial precision solutions $ 314,307 $ 308,385 $ 1,246,947 $ 1,143,423
Advanced technology solutions 284,940 250,140 1,115,262 977,677
Total sales $ 599,247 $ 558,525 $ 2,362,209 $ 2,121,100
OPERATING PROFIT
Industrial precision solutions $ 102,677 $ 425 $ 414,192 $ 208,028
Advanced technology solutions 67,104 50,674 271,660 191,602
Corporate (18,346) (13,731) (70,725) (50,085)
Total operating profit $ 151,435 $ 37,368 $ 615,127 $ 349,545
OPERATING PROFIT ADJUSTMENTS (1)
Industrial precision solutions $ $ 91,419 $ $ 94,896
Advanced technology solutions 1,424 7,807
Corporate 1,387
Total adjustments $ $ 92,843 $ $ 104,090
ADJUSTED OPERATING PROFIT (NON-GAAP) % of Sales % of Sales % of Sales % of Sales
Industrial precision solutions $ 102,677 33 % $ 91,844 30 % $ 414,192 33 % $ 302,924 26 %
Advanced technology solutions 67,104 24 % 52,098 21 % 271,660 24 % 199,409 20 %
Corporate (18,346) (13,731) (70,725) (48,698)
Total operating profit - adjusted $ 151,435 25 % $ 130,211 23 % $ 615,127 26 % $ 453,635 21 %
DEPRECIATION & AMORTIZATION
Industrial precision solutions $ 6,259 $ 9,951 $ 25,673 $ 38,939
Advanced technology solutions 16,987 16,710 68,426 64,543
Corporate 2,404 2,477 9,784 9,820
Total depreciation & amortization $ 25,650 $ 29,138 $ 103,883 $ 113,302
EBITDA (NON-GAAP) (2)
Industrial precision solutions $ 108,936 35 % $ 101,795 33 % $ 439,865 35 % $ 341,863 30 %
Advanced technology solutions 84,091 30 % 68,808 28 % 340,086 30 % 263,952 27 %
Corporate (15,942) (11,254) (60,941) (38,878)
Total EBITDA $ 177,085 30 % $ 159,349 29 % $ 719,010 30 % $ 566,937 27 %

(1) Represents assets held for sale impairment charge, costs and adjustments related to cost structure simplification actions, and charges associated with our 2020 acquisition.

(2) 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 the assets held for sale impairment charge, cost structure simplification actions, and non-cash inventory charges related to acquisitions. EBITDA is defined as adjusted operating profit plus depreciation and amortization.

NORDSON CORPORATION

RECONCILIATION OF NON-GAAP MEASURES - PROFITABILITY (Unaudited)

(Dollars in thousands)

Three Months Ended Twelve Months Ended
October 31, 2021 October 31, 2020 October 31, 2021 October 31, 2020
GAAP AS REPORTED
Operating profit $ 151,435 $ 37,368 $ 615,127 $ 349,545
Other / interest expense - net (11,326) (11,066) (40,951) (48,056)
Net income 110,460 18,475 454,368 249,539
Diluted earnings per share $ 1.88 $ 0.31 $ 7.74 $ 4.27
Shares outstanding - diluted 58,792 58,679 58,734 58,473
OPERATING PROFIT ADJUSTMENTS
Inventory step-up amortization $ $ 1,298 $ $ 2,527
Severance and other 4,174 14,192
Assets held for sale impairment charge 87,371 87,371
NON-OPERATING EXPENSE ADJUSTMENTS
Pension settlement loss $ $ $ $ 2,508
Total adjustments $ $ 92,843 $ $ 106,598
Adjustments net of tax $ $ 76,390 $ $ 87,214
Other discrete tax items $ $ (1,820) $ $ (16,311)
EPS effect of adjustments and other discrete tax items $ $ 1.27 $ $ 1.21
NON-GAAP MEASURES-ADJUSTED PROFITABILITY
Operating profit (1) $ 151,435 $ 130,211 $ 615,127 $ 453,635
Operating profit % of sales 25.3 % 23.3 % 26.0 % 21.4 %
Net income (2) $ 110,460 $ 93,045 $ 454,368 $ 320,442
Diluted earnings per share (3) $ 1.88 $ 1.59 $ 7.74 $ 5.48

(1) Adjusted operating profit is defined as operating profit plus certain adjustments such as the assets held for sale impairment charge, cost structure simplification actions and non-cash inventory charges related to acquisitions. Adjusted operating profit as a percentage of sales is defined as adjusted operating profit divided by sales.

(2) Adjusted net income is defined as net income plus tax effected adjustments and other discrete tax items.

(3) Adjusted earnings is defined as GAAP EPS adjusted for tax effected adjustments and other discrete tax items.

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 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 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 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

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