8-K

NORDSON CORP (NDSN)

8-K 2020-12-15 For: 2020-12-15
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): December 15, 2020

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 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 December 15, 2020, Nordson Corporation issued a press release relating to its results of operations for the fourth quarter of fiscal 2020.  A copy is attached as Exhibit 99.1.

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

(d) Exhibits.

99.1 Press release of Nordson Corporation dated December 15, 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: December 15, 2020 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 2020 Fourth Quarter and Full Year Results

Fourth Quarter:

•Sales were $559 million, a 5% year-over-year decrease

•Portfolio strengthening with announced divestiture of screws and barrels product line

•Operating profit was $37 million, or 7% of sales

•Adjusted operating profit was $130 million, or 23% of sales

•Earnings were $0.31 per diluted share

•Adjusted earnings were $1.59 per diluted share, an 11% decrease from prior year

Full Year:

•Sales were $2.1 billion, a 3% year-over-year decrease

•Earnings were $4.27 per diluted share

•Adjusted earnings were $5.48 per diluted share, a 7% decrease from prior year

2021 First Quarter Guidance:

•Fiscal 2021 first quarter sales growth of 2 to 3% over prior year first quarter; adjusted earnings growth in the range of 15 to 20%

WESTLAKE, Ohio--(BUSINESS WIRE)--December 15, 2020--Nordson Corporation (Nasdaq: NDSN) today reported results for the fiscal fourth quarter ended October 31, 2020. Sales were $559 million, a 5% decrease compared to the prior year’s fourth quarter sales of $585 million. Continued strength in test and inspection product lines serving electronics end markets and growth in our medical product lines was offset by weakness in industrial and automotive end markets. The change in fourth quarter 2020 sales included a decrease of approximately 7% organic volume, acquisitions contributed 1%, and a favorable effect from currency translation of approximately 2%.

Operating profit in the quarter was $37 million. As the company announced on December 3, 2020, it intends to divest the non-strategic screws and barrels product line within the Industrial Precision Solutions segment, which will strengthen the company’s ongoing earnings and profitable growth profile. This strategic portfolio transaction required a one-time, non-cash asset impairment charge of $87 million, which was recognized during the fourth quarter. Excluding this non-cash impairment charge and other non-recurring charges associated with cost structure simplification actions and amortization of the step-up in acquired inventory, adjusted operating profit was $130 million, or 23% of sales. EBITDA, which is defined as adjusted operating profit plus depreciation and amortization, in the quarter totaled $159 million, or 29% of sales, which represents a decrease of 5% from the prior year EBITDA of $168 million.

Net income was $18 million, and GAAP diluted earnings per share were $0.31. Adjusted earnings, which excludes non-recurring charges and discrete tax benefits of $2 million, totaled $93 million, or $1.59 per share, an 11% decrease from the prior year adjusted earnings of $104 million.

Commenting on the company’s fiscal fourth quarter 2020 results, Nordson President and Chief Executive Officer Sundaram Nagarajan said, “I am proud of the dedication shown by our global team through their ongoing commitment to superior customer service and continued deployment of the NBS Next growth framework. Fourth quarter sales were the strongest quarter of the year. We also continued to make progress on strategically positioning our portfolio for sustainable long-term growth with the acquisition of vivaMOS, Ltd. and the recently announced divestiture of the screws and barrels product line. This combination of focusing on Nordson strengths and prioritizing future profitable growth opportunities has us well positioned heading into fiscal year 2021.”

Fourth Quarter Segment Results

Industrial Precision Solutions sales of $308 million decreased approximately 8% compared to the prior year fourth quarter, driven by a 10% organic decrease partially offset by favorable currency impacts. This organic sales decline was in part driven by weaker demand in industrial and automotive end markets, where we had record sales in the prior year fourth quarter. Operating profit totaled $0.4 million in the quarter, including an $87 million non-cash impairment charge for the pending divestiture of the screws and barrels product line and $4 million in structural cost reduction actions. Adjusted operating profit, excluding these non-recurring items, was $92 million, or 30% of sales, equal to prior year adjusted operating profit margin.

Advanced Technology Solutions sales of $250 million increased approximately 1% compared to the prior year fourth quarter. Acquisitions and favorable currency impacts increased sales by approximately 2% and 1%, respectively, which was principally offset by organic volume decreases of 3%. Continued sales growth in test and inspection product lines, coupled with stable demand in medical product lines, was offset by weaker demand in fluid dispense product lines serving industrial end markets. Operating profit, which included $1 million of the step-up in acquired inventory amortization, totaled $51 million. Adjusted operating profit was $52 million, or 21% of sales, which was down slightly compared to prior year profits.

Fiscal 2020 Full Year Results

Sales for the fiscal year ended October 31, 2020 were $2.1 billion, a decrease of 3% compared to the same period a year ago. This change in sales included a decrease in organic volume of 4%, offset by growth related to acquisitions. The full year impact of currency translation differences was not significant. Full year operating profit was $350 million and diluted earnings per share were $4.27. Excluding the non-cash impairment charge, structural cost reduction expenses, the step up in value of acquired inventory, and discrete tax expense, adjusted operating profit was $454 million and adjusted diluted earnings per share were $5.48, a 7% decrease from the prior year adjusted diluted earnings per share of $5.87.

Outlook

“Throughout this unprecedented year, the safety of our people and the value they deliver to our customers remained among our top priorities,” Nagarajan stated. “We continue to make progress by deploying the NBS Next growth framework and aligning the organization to remain invested in our key strengths during this unique macroeconomic environment. The commitment of our employees combined with the resilience of our diverse end markets resulted in sound financial performance in fiscal 2020. We are entering fiscal 2021 from this solid foundation, and we have strong backlog entering the fiscal first quarter. I am confident in our ability to deliver long-term profitable growth.”

Backlog for the quarter ended October 31, 2020 was approximately $416 million, an increase of 5% compared to the same period a year ago, and the trailing twelve-week order entry is 5% above prior year levels. Based on these current order entry trends, backlog amounts and the correlation to sales timing, we expect the fiscal 2021 first quarter sales growth to be approximately 2 to 3%, with adjusted earnings growth in the range of 15 to 20% as compared to fiscal 2020 first quarter.

Nordson management will provide additional commentary on these results and outlook during its previously announced webcast on Wednesday, December 16, 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 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 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 STATEMENT OF INCOME (Unaudited)

(Dollars in thousands except for per-share amounts)

Three months ended Twelve months ended
10/31/2020 10/31/2019 10/31/2020 10/31/2019
Sales $ 558,525 $ 585,451 $ 2,121,100 $ 2,194,226
Cost of sales 261,657 266,476 990,632 1,002,123
Gross profit 296,868 318,975 1,130,468 1,192,103
Gross margin % 53.2 % 54.5 % 53.3 % 54.3 %
Selling & administrative expenses 172,129 179,315 693,552 708,990
Assets held for sale impairment charge 87,371 87,371
Operating profit 37,368 139,660 349,545 483,113
Interest expense - net (6,432) (10,216) (30,479) (45,301)
Other expense - net (4,634) (2,162) (17,577) (6,708)
Income before income taxes 26,302 127,282 301,489 431,104
Income taxes 7,827 24,609 51,950 94,013
Net Income $ 18,475 $ 102,673 $ 249,539 $ 337,091
Weighted-average common shares outstanding:
Basic 57,988 57,456 57,757 $ 57,462
Diluted 58,679 58,255 58,473 58,202
Earnings per share:
Basic earnings $ 0.32 $ 1.79 $ 4.32 $ 5.87
Diluted earnings $ 0.31 $ 1.76 $ 4.27 $ 5.79

Attachment 2

NORDSON CORPORATION

CONSOLIDATED BALANCE SHEET (Unaudited)

(Dollars in thousands)

October 31, 2020 October 31, 2019
Cash and cash equivalents $ 208,293 $ 151,164
Receivables - net 471,873 530,765
Inventories - net 277,033 283,399
Other current assets 43,798 45,867
Assets held for sale 19,615
Total current assets 1,020,612 1,011,195
Property, plant & equipment - net 358,618 398,895
Goodwill 1,713,354 1,614,739
Other assets 582,072 491,618
$ 3,674,656 $ 3,516,447
Current maturities of long-term debt $ 38,043 $ 168,738
Accounts payable and accrued liabilities 311,898 308,888
Liabilities held for sale 13,148
Total current liabilities 363,089 477,626
Long-term debt 1,067,952 1,075,404
Other liabilities 484,624 382,372
Total shareholders' equity 1,758,991 1,581,045
$ 3,674,656 $ 3,516,447

Attachment 3

NORDSON CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(Dollars in thousands)

Twelve Months Ended
October 31, 2020 October 31, 2019
Cash flows from operating activities:
Net Income $ 249,539 $ 337,091
Depreciation and amortization 113,302 110,244
Impairment loss on assets held for sale 87,371
Other non-cash items 5,278 19,606
Changes in working capital 46,931 (84,048)
Net cash provided by operating activities 502,421 382,893
Cash flows from investing activities:
Additions to property, plant and equipment (50,535) (64,244)
Acquisitions (142,414) (12,486)
Other - net (1,160) 441
Net cash used in investing activities (194,109) (76,289)
Cash flows from financing activities:
Repayment of long-term debt (153,816) (69,580)
Repayment of finance lease obligations (7,605) (4,859)
Dividends paid (88,347) (82,145)
Issuance of common shares 50,853 26,020
Purchase of treasury shares (52,614) (120,510)
Net cash used in financing activities (251,529) (251,074)
Effective of exchange rate change on cash 346 (44)
Net change in cash and cash equivalents 57,129 55,486
Cash and cash equivalents:
Beginning of period 151,164 95,678
End of period $ 208,293 $ 151,164

Attachment 4

NORDSON CORPORATION

SALES BY GEOGRAPHIC SEGMENT (Unaudited)

(Dollars in thousands)

Three Months Ended Sales Variance
Oct 31, 2020 Oct 31, 2019 Organic Acquisitions Currency Total
SALES BY SEGMENT
Industrial precision solutions $ 308,385 $ 336,451 (10.0) % % 1.7 % (8.3) %
Advanced technology solutions 250,140 249,000 (3.1) % 2.2 % 1.4 % 0.5 %
Total Sales $ 558,525 $ 585,451 (7.1) % 0.9 % 1.6 % (4.6) %
SALES BY GEOGRAPHIC REGION
United States $ 194,701 $ 206,874 (7.1) % 1.2 % % (5.9) %
Americas 35,452 44,503 (22.5) % 6.4 % (4.2) % (20.3) %
Europe 142,082 145,946 (7.4) % 0.1 % 4.7 % (2.6) %
Japan 36,248 37,190 (4.5) % % 2.0 % (2.5) %
Asia Pacific 150,042 150,938 (2.9) % % 2.3 % (0.6) %
Total Sales $ 558,525 $ 585,451 (7.1) % 0.9 % 1.6 % (4.6) %
Twelve Months Ended Sales Variance
Oct 31, 2020 Oct 31, 2019 Organic Acquisitions Currency Total
SALES BY SEGMENT
Industrial precision solutions $ 1,143,423 $ 1,208,376 (4.8) % % (0.6) % (5.4) %
Advanced technology solutions 977,677 985,850 (2.3) % 1.4 % 0.1 % (0.8) %
Total Sales $ 2,121,100 $ 2,194,226 (3.7) % 0.6 % (0.2) % (3.3) %
SALES BY GEOGRAPHIC REGION
United States $ 755,642 $ 758,383 (1.1) % 0.7 % % (0.4) %
Americas 141,473 167,661 (14.8) % 3.0 % (3.8) % (15.6) %
Europe 536,636 571,596 (6.4) % 0.4 % (0.1) % (6.1) %
Japan 126,601 126,756 (2.1) % 0.2 % 1.8 % (0.1) %
Asia Pacific 560,748 569,830 (1.7) % 0.2 % (0.1) % (1.6) %
Total Sales $ 2,121,100 $ 2,194,226 (3.7) % 0.6 % (0.2) % (3.3) %

Attachment 5

NORDSON CORPORATION

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

(Dollars in thousands)

Three months ended Twelve months ended
October 31, 2020 October 31, 2019 October 31, 2020 October 31, 2019
SALES BY SEGMENT
Industrial precision solutions $ 308,385 $ 336,451 $ 1,143,423 $ 1,208,376
Advanced technology solutions 250,140 249,000 977,677 985,850
Total sales $ 558,525 $ 585,451 $ 2,121,100 $ 2,194,226
OPERATING PROFIT
Industrial precision solutions $ 425 $ 99,353 $ 208,028 $ 329,054
Advanced technology solutions 50,674 54,727 191,602 205,609
Corporate (13,731) (14,420) (50,085) (51,550)
Total operating profit $ 37,368 $ 139,660 $ 349,545 $ 483,113
OPERATING PROFIT ADJUSTMENTS (1)
Industrial precision solutions $ 91,419 $ 314 $ 94,896 $ 2,123
Advanced technology solutions 1,424 733 7,807 1,568
Corporate 681 1,387 873
Total adjustments $ 92,843 $ 1,728 $ 104,090 $ 4,564
ADJUSTED OPERATING PROFIT (NON-GAAP) % of Sales % of Sales % of Sales % of Sales
Industrial precision solutions $ 91,844 30 % $ 99,667 30 % $ 302,924 26 % $ 331,177 27 %
Advanced technology solutions 52,098 21 % 55,460 22 % 199,409 20 % 207,177 21 %
Corporate (13,731) (13,739) (48,698) (50,677)
Total operating profit - adjusted $ 130,211 23 % $ 141,388 24 % $ 453,635 21 % $ 487,677 22 %
DEPRECIATION & AMORTIZATION
Industrial precision solutions $ 9,951 $ 9,669 $ 38,939 $ 38,333
Advanced technology solutions 16,710 15,462 64,543 62,836
Corporate 2,477 1,782 9,820 9,075
Total depreciation & amortization $ 29,138 $ 26,913 $ 113,302 $ 110,244
EBITDA (NON-GAAP)
Industrial precision solutions $ 101,795 33 % $ 109,336 32 % $ 341,863 30 % $ 369,510 31 %
Advanced technology solutions 68,808 28 % 70,922 28 % 263,952 27 % 270,013 27 %
Corporate (11,254) (11,957) (38,878) (41,602)
Total EBITDA $ 159,349 29 % $ 168,301 29 % $ 566,937 27 % $ 597,921 27 %

(1) Represents assets held for sale impairment charge, costs and adjustments related to cost structure simplification actions, and charges associated with our 2020 and 2019 acquisitions.

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 an 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.

Attachment 6

NORDSON CORPORATION

RECONCILIATION OF NON-GAAP MEASURES - PROFITABILITY (Unaudited)

(Dollars in thousands)

Three Months Ended October 31, Twelve Months Ended October 31,
2020 2019 2020 2019
GAAP AS REPORTED
Operating Profit $ 37,368 $ 139,660 $ 349,545 $ 483,113
Other / interest income (expense) - net (11,066) (12,378) (48,056) (52,009)
Net Income 18,475 102,673 249,539 337,091
EPS diluted $ 0.31 $ 1.76 $ 4.27 $ 5.79
Shares outstanding - diluted 58,679 58,255 58,473 58,202
OPERATING PROFIT ADJUSTMENTS
Inventory step-up amortization $ 1,298 $ 342 $ 2,527 $ 530
Severance and other 4,174 1,386 14,192 4,034
Assets held for sale impairment charge 87,371 87,371
NON-OPERATING EXPENSE ADJUSTMENTS
Pension settlement loss $ $ $ 2,508 $
Total adjustments $ 92,843 $ 1,728 $ 106,598 $ 4,564
Adjustments net of tax $ 76,390 $ 1,396 $ 87,214 $ 3,578
Other discrete tax items $ (1,820) $ 171 $ (16,311) $ 911
EPS effect of adjustments and other discrete tax items $ 1.27 $ 0.03 $ 1.21 $ 0.08
NON-GAAP MEASURES-ADJUSTED PROFITABILITY
Operating Profit $ 130,211 $ 141,388 $ 453,635 $ 487,677
Operating profit % of sales 23.3 % 24.2 % 21.4 % 22.2 %
Net income $ 93,045 $ 104,240 $ 320,442 $ 341,580
Diluted earnings $ 1.59 $ 1.79 $ 5.48 $ 5.87

Adjusted operating profit is defined as operating profit plus certain adjustments such as an 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.

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

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

9