8-K

NORDSON CORP (NDSN)

8-K 2022-08-22 For: 2022-08-22
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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): August 22, 2022

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)
---

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 August 22, 2022, Nordson Corporation issued a press release relating to its results of operations for the third quarter of fiscal 2022.  A copy is attached as Exhibit 99.1.

Item 7.01.    Regulation FD Disclosure.

Nordson Corporation will provide additional commentary on third quarter fiscal 2022 results and outlook during a webcast on Tuesday, August 23, 2022 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.

99.1 Press release of Nordson Corporation dated August 22, 2022.
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 22, 2022 By: /s/ Joseph P. Kelley
Joseph P. Kelley
Executive Vice President<br><br>Chief Financial Officer

Document

Nordson Corporation Reports Record Third Quarter Fiscal 2022 Results and Confirms Annual Guidance

Third Quarter:

•Sales were $662 million, a 2% increase over prior year’s record sales

•Constant currency sales increased 7% over prior year’s record sales

•Earnings per share were $2.45 compared to $2.42 in the prior year

•Adjusted earnings were $2.49 per share, a 3% increase over the prior year

Guidance:

•Confirming previously issued full-year fiscal 2022 guidance: revenue growth of 8% to 9% over fiscal 2021 and adjusted earnings per diluted share growth of 18% to 21%

WESTLAKE, Ohio--(BUSINESS WIRE)--August 22, 2022--Nordson Corporation (Nasdaq: NDSN) today reported results for the fiscal third quarter ended July 31, 2022. Sales were $662 million, a 2% increase compared to the prior year’s third quarter record sales of $647 million. In constant currency, the increase in third quarter 2022 sales was approximately 7% driven by strong organic volume growth of 4% and a favorable acquisition impact. The organic sales increase was driven by strong demand across most end markets, particularly in electronics and medical.

Operating profit in the third quarter was $185 million, or 28% of sales. Adjusted operating profit, excluding facility closure and restructuring costs, totaled $188 million, comparable to prior year operating profit. The relatively flat profit level compared to the strong prior year third quarter was driven primarily by organic sales volume growth offset by unfavorable currency impacts and inflationary pressures. EBITDA for the third quarter of 2022 totaled $213 million, or 32% of sales.

Net income was $142 million, or $2.45 earnings per diluted share. Adjusted net income was $144 million, a $2 million increase from the prior year earnings of $142 million. Third quarter 2022 adjusted earnings per diluted share were $2.49, a 3% increase over the prior year earnings per diluted share of $2.42.

“The Nordson team delivered another outstanding record sales performance, responding to the steady and broad-based demand of our customers. In fiscal 2022, we have faced persistent headwinds of inflation, labor shortages, and increasing currency pressures, yet order entry remains strong with another favorable book-to-bill ratio in the quarter and our teams have proven resilient. The combination of our differentiated precision technology, customer-centric model, NBS Next growth framework and dedicated employees continues to drive our strong profitable growth,” said Sundaram Nagarajan, president and chief executive officer.

Third Quarter Segment Results

Industrial Precision Solutions sales of $341 million decreased 1% compared to the prior year third quarter, and on a constant currency basis grew 5% over the prior year driven primarily by the acquisition impact of 7%. Prior year third quarter was a record sales result for this segment. Operating profit in the quarter was $120 million, or 35% of sales, a decrease of 3% compared to the prior year third quarter, primarily due to unfavorable currency impact.

Advanced Technology Solutions sales of $321 million increased 7% compared to the prior year third quarter. Organic sales increased 10%, partially offset by an unfavorable currency impact of 3%. The organic sales increase was driven by robust demand across all product lines. Operating profit totaled $86 million, or 27% of sales, an increase of 7% compared to the prior year third quarter operating profit. Adjusted operating profit, excluding facility closure costs, totaled $89 million, or 28% of sales, an increase of 10% compared to the prior year third quarter operating profit.

Outlook

The Company continues to be encouraged as order entry remained strong throughout the third quarter with a favorable book-to-bill ratio. Backlog entering the fourth quarter of fiscal 2022 exceeds $1 billion, as the Company continues to see extended shipment request dates in conjunction with large orders from its customers in electronics, industrial and medical end markets.

For the full year, despite significant currency headwinds, the Company is confirming its previously issued revenue growth guidance of 8% to 9% over fiscal 2021 and adjusted earnings guidance growth in the range of 18% to 21%.

Nordson management will provide additional commentary on these results and outlook during its previously announced webcast on Tuesday, August 23, 2022 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 these 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, including the conflict between Russia and Ukraine, acts of terror, natural disasters and pandemics, including the 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 through an entrepreneurial, division-led organization 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 STATEMENTS OF INCOME (Unaudited)

(Dollars in thousands except for per-share amounts)

Three Months Ended Nine Months Ended
July 31, 2022 July 31, 2021 July 31, 2022 July 31, 2021
Sales $ 662,128 $ 646,858 $ 1,906,697 $ 1,762,962
Cost of sales 296,544 281,587 843,344 770,032
Gross profit 365,584 365,271 1,063,353 992,930
Gross margin % 55.2 % 56.5 % 55.8 % 56.3 %
Selling & administrative expenses 180,666 176,995 538,602 529,238
Operating profit 184,918 188,276 524,751 463,692
Interest expense - net (5,165) (5,647) (15,292) (18,889)
Other income (expense) - net (1) 752 (2,232) (37,720) (10,736)
Income before income taxes 180,505 180,397 471,739 434,067
Income taxes 38,694 38,215 99,885 90,159
Net income $ 141,811 $ 142,182 $ 371,854 $ 343,908
Weighted-average common shares outstanding:
Basic 57,409 58,112 57,782 58,080
Diluted 57,969 58,735 58,392 58,714
Earnings per share:
Basic earnings $ 2.47 $ 2.45 $ 6.44 $ 5.92
Diluted earnings $ 2.45 $ 2.42 $ 6.37 $ 5.86

(1) The nine months ended July 31,2022 includes a pension settlement charge of $41,221.

NORDSON CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollars in thousands)

July 31, 2022 October 31, 2021
Cash and cash equivalents $ 128,737 $ 299,972
Receivables - net 530,761 489,389
Inventories - net 399,579 327,195
Other current assets 56,529 48,282
Total current assets 1,115,606 1,164,838
Property, plant & equipment - net 359,231 355,565
Goodwill 1,813,234 1,713,148
Other assets 535,753 557,410
$ 3,823,824 $ 3,790,961
Current maturities of long-term debt and notes payable $ 401,728 $ 34,188
Accounts payable and accrued liabilities 425,554 411,206
Total current liabilities 827,282 445,394
Long-term debt 401,698 781,709
Other liabilities 395,799 404,728
Total shareholders' equity 2,199,045 2,159,130
$ 3,823,824 $ 3,790,961

NORDSON CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(Dollars in thousands)

Nine Months Ended
July 31, 2022 July 31, 2021
Cash flows from operating activities:
Net income $ 371,854 $ 343,908
Depreciation and amortization 75,242 78,233
Other non-cash items (1) 54,928 18,947
Changes in working capital (125,573) 12,565
Other (36,760) (78,197)
Net cash provided by operating activities 339,691 375,456
Cash flows from investing activities:
Additions to property, plant and equipment (39,373) (28,073)
Acquisition of businesses, net of cash acquired (171,613)
Other - net 415 5,076
Net cash used in investing activities (210,571) (22,997)
Cash flows from financing activities:
Issuance (repayment) of long-term debt 22,905 (292,290)
Repayment of finance lease obligations (3,726) (5,111)
Dividends paid (88,675) (68,021)
Issuance of common shares 8,845 24,136
Purchase of treasury shares (233,767) (46,840)
Net cash used in financing activities (294,418) (388,126)
Effect of exchange rate change on cash (5,937) 1,609
Net change in cash and cash equivalents (171,235) (34,058)
Cash and cash equivalents:
Beginning of period 299,972 208,293
End of period $ 128,737 $ 174,235

(1) The nine months ended July 31,2022 includes pension settlement charge of $41,221.

NORDSON CORPORATION

SALES BY GEOGRAPHIC SEGMENT (Unaudited)

(Dollars in thousands)

Three Months Ended Sales Variance
July 31, 2022 July 31, 2021 Organic Acquisitions / Divestitures Currency Total
SALES BY SEGMENT
Industrial precision solutions $ 341,215 $ 345,449 (1.1) % 6.5 % (6.6) % (1.2) %
Advanced technology solutions 320,913 301,409 9.6 % % (3.1) % 6.5 %
Total sales $ 662,128 $ 646,858 3.9 % 3.5 % (5.0) % 2.4 %
SALES BY GEOGRAPHIC REGION
United States $ 219,067 $ 201,531 5.0 % 3.7 % % 8.7 %
Americas 60,138 47,717 25.7 % 1.6 % (1.3) % 26.0 %
Europe 151,659 162,298 1.6 % 3.8 % (12.0) % (6.6) %
Japan 23,080 24,946 9.3 % 2.2 % (19.0) % (7.5) %
Asia Pacific 208,184 210,366 (1.0) % 3.5 % (3.5) % (1.0) %
Total sales $ 662,128 $ 646,858 3.9 % 3.5 % (5.0) % 2.4 %
Nine Months Ended Sales Variance
July 31, 2022 July 31, 2021 Organic Acquisitions / Divestitures Currency Total
SALES BY SEGMENT
Industrial precision solutions $ 981,582 $ 932,640 4.2 % 5.7 % (4.7) % 5.2 %
Advanced technology solutions 925,115 830,322 13.3 % % (1.9) % 11.4 %
Total sales $ 1,906,697 $ 1,762,962 8.4 % 3.1 % (3.3) % 8.2 %
SALES BY GEOGRAPHIC REGION
United States $ 628,952 $ 589,771 3.9 % 2.7 % % 6.6 %
Americas 163,907 128,769 27.0 % 1.1 % (0.8) % 27.3 %
Europe 479,900 453,900 10.5 % 3.8 % (8.6) % 5.7 %
Japan 74,081 79,913 2.3 % 2.9 % (12.5) % (7.3) %
Asia Pacific 559,857 510,609 8.3 % 3.1 % (1.8) % 9.6 %
Total sales $ 1,906,697 $ 1,762,962 8.4 % 3.1 % (3.3) % 8.2 %

NORDSON CORPORATION

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

(Dollars in thousands)

Three Months Ended Nine Months Ended
July 31, 2022 July 31, 2021 July 31, 2022 July 31, 2021
SALES BY SEGMENT
Industrial precision solutions $ 341,215 $ 345,449 $ 981,582 $ 932,640
Advanced technology solutions 320,913 301,409 925,115 830,322
Total sales $ 662,128 $ 646,858 $ 1,906,697 $ 1,762,962
OPERATING PROFIT
Industrial precision solutions $ 119,706 $ 123,829 $ 324,089 $ 311,515
Advanced technology solutions 86,258 80,769 261,043 204,556
Corporate (21,046) (16,322) (60,381) (52,379)
Total operating profit $ 184,918 $ 188,276 $ 524,751 $ 463,692
OPERATING PROFIT ADJUSTMENTS (1)
Industrial precision solutions $ $ $ 1,563 $
Advanced technology solutions 2,498 2,498
Corporate 897 897
Total adjustments $ 3,395 $ $ 4,958 $
ADJUSTED OPERATING PROFIT (NON-GAAP) (2) % of Sales % of Sales % of Sales % of Sales
Industrial precision solutions $ 119,706 35% $ 123,829 36% $ 325,652 33% $ 311,515 33%
Advanced technology solutions 88,756 28% 80,769 27% 263,541 28% 204,556 25%
Corporate (20,149) (16,322) (59,484) (52,379)
Total operating profit - adjusted $ 188,313 28% $ 188,276 29% $ 529,709 28% $ 463,692 26%
DEPRECIATION & AMORTIZATION
Industrial precision solutions $ 6,347 $ 5,964 $ 20,705 $ 19,414
Advanced technology solutions 17,216 18,474 48,851 51,439
Corporate 1,324 2,460 5,686 7,380
Total depreciation & amortization $ 24,887 $ 26,898 $ 75,242 $ 78,233
EBITDA (NON-GAAP) (2)
Industrial precision solutions $ 126,053 37% $ 129,793 38% $ 346,357 35% $ 330,929 35%
Advanced technology solutions 105,972 33% 99,243 33% 312,392 34% 255,995 31%
Corporate (18,825) (13,862) (53,798) (44,999)
Total EBITDA $ 213,200 32% $ 215,174 33% $ 604,951 32% $ 541,925 31%

(1) Represents severance and non-cash inventory charges associated with the NDC 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 severance and non-cash

inventory charges associated with acquisitions or facility closures. EBITDA is defined as adjusted operating profit plus depreciation and amortization.

The Company also uses the non-GAAP financial measure “constant currency” sales or sales “on a constant currency basis” to show changes in our revenue without giving effect to period-to-period currency fluctuations. Constant currency is defined as sales growth excluding the impacts of changes in foreign currencies. We express period over period revenue variances that are calculated in constant currency as a percentage. Because the reconciliation is inherent in the disclosure, we believe that a separate reconciliation would not provide any benefit.

NORDSON CORPORATION

RECONCILIATION OF NON-GAAP MEASURES - PROFITABILITY (Unaudited)

(Dollars in thousands)

Three Months Ended Nine Months Ended
July 31, 2022 July 31, 2021 July 31, 2022 July 31, 2021
GAAP AS REPORTED
Operating profit $ 184,918 $ 188,276 $ 524,751 $ 463,692
Other / interest expense - net (4,413) (7,879) (53,012) (29,625)
Net income 141,811 142,182 371,854 343,908
Diluted earnings per share $ 2.45 $ 2.42 $ 6.37 $ 5.86
Shares outstanding - diluted 57,969 58,735 58,392 58,714
OPERATING PROFIT ADJUSTMENTS
Inventory step-up amortization $ $ $ 1,563 $
Severance and other $ 3,395 $ $ 3,395 $
NON-OPERATING EXPENSE ADJUSTMENTS
Pension settlement loss $ $ $ 41,221 $
Total adjustments $ 3,395 $ $ 46,179 $
Adjustments net of tax $ 2,667 $ $ 36,401 $
EPS effect of adjustments $ 0.04 $ $ 0.62 $
NON-GAAP MEASURES-ADJUSTED PROFITABILITY
Operating profit (1) $ 188,313 $ 188,276 $ 529,709 $ 463,692
Operating profit % of sales 28.4 % 29.1 % 27.8 % 26.3 %
Net income (2) $ 144,478 $ 142,182 $ 408,255 $ 343,908
Diluted earnings per share (3) $ 2.49 $ 2.42 $ 6.99 $ 5.86

(1) Adjusted operating profit is defined as operating profit plus certain adjustments, such as severance, non-cash inventory charges related to the NDC acquisition, and facility closures. 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 per share 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.

Contact

Lara Mahoney

Vice President,

Investor Relations & Corporate Communications

440.204.9985

Lara.Mahoney@nordson.com

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