8-K

NORDSON CORP (NDSN)

8-K 2023-05-22 For: 2023-05-22
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): May 22, 2023

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 May 22, 2023, Nordson Corporation issued a press release relating to its results of operations for the second quarter of fiscal 2023.  A copy is attached as Exhibit 99.1.

Item 7.01.    Regulation FD Disclosure.

Nordson Corporation will provide additional commentary on second quarter fiscal 2023 results and outlook during a webcast on Tuesday, May 23, 2023 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 May 22, 2023.
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: May 22, 2023 By: /s/ Joseph P. Kelley
Joseph P. Kelley
Executive Vice President<br><br>Chief Financial Officer

Document

Nordson Corporation Reports Second Quarter Fiscal 2023 Results and Updates Annual Guidance

Second Quarter:

•Sales were $650 million, a 2% increase over the prior year

•Operating profit was $173 million

•Adjusted operating profit was $176 million, 27% of sales

•Earnings per share were $2.21

•Adjusted earnings per share were $2.26 compared to $2.43 in the prior year

Guidance:

•Maintaining previously issued full-year fiscal 2023 revenue guidance of 0% to 3% growth over record fiscal 2022 and narrowing adjusted earnings per diluted share to the range of $8.90 to $9.30 per share

WESTLAKE, Ohio--(BUSINESS WIRE)--May 22, 2023--Nordson Corporation (Nasdaq: NDSN) today reported results for the fiscal second quarter ended April 30, 2023. Sales were $650 million, a 2% increase compared to the prior year’s second quarter sales of $635 million. The increase in second quarter 2023 sales includes an organic increase of 1% and a favorable acquisition impact of 3%, offset by unfavorable currency translation of 2%. The organic sales increase was driven by strong 7% growth in Asia Pacific.

Operating profit in the second quarter was $173 million. Adjusted operating profit, excluding severance costs, totaled $176 million, or 27% of sales, compared to prior year adjusted operating profit of $184 million. The 4% decrease in operating profit was driven by the impact of unfavorable currency translation and sales mix. EBITDA for the second quarter of 2023 totaled $203 million, or 31% of sales.

Net income was $128 million, or $2.21 earnings per diluted share. Adjusted net income was $130 million, a $12 million decrease from the prior year earnings of $142 million. The decrease was driven by lower operating profit and increased interest expense. Second quarter 2023 adjusted earnings per diluted share were $2.26, a 7% decrease from the prior year adjusted earnings per diluted share of $2.43.

“The diversification of our business came through once again in our second quarter performance. Solid growth in our industrials, consumer non-durable and medical interventional solutions product lines helped offset the sales decrease in our products serving the semiconductor and the biopharmaceutical end markets enabling strong profitability of 31% EBITDA. While we remain invested in our direct sales teams and NBS Next training programs, our segments are taking targeted cost actions to address the current business environment. The combination of these choices will continue driving long-term profitable growth,” said Sundaram Nagarajan, president and chief executive officer.

Second Quarter Segment Results

Industrial Precision Solutions sales of $336 million represents organic growth of 9% over the prior year, offset by unfavorable currency translation impacts. The growth was driven primarily by robust demand in the polymer processing product lines and for products in the consumer non-durable end market across most regions. Operating profit in the quarter was $112 million, or 33% of sales, a 9% increase over the prior year second quarter.

Medical and Fluid Solutions sales of $167 million decreased 3% compared to the prior year second quarter. Organic sales decreased 2% and currency had an unfavorable impact of 1%. The organic sales decrease was driven by significant softness in the medical fluid components and fluid solutions product lines, offset by strong demand for medical interventional solutions product lines. Operating profit totaled $48 million. Adjusted operating profit, which excludes severance, was $49 million, or 30% of sales, a decrease of 15% compared to the prior year second quarter operating profit. The decreased segment profitability continued to be impacted by meaningful sales mix changes within medical product lines and related factory inefficiencies due to reduced volumes.

Advanced Technology Solutions sales of $148 million increased 1% compared to the prior year second quarter. Sales benefited from the acquisition impact of 12% partially offset by a decrease in organic sales of 10% and an unfavorable currency impact of 2%. The organic sales decrease was driven by electronics dispense products serving semiconductor end markets in the Americas and Asia, slightly offset by continued growth in test and inspection product lines. Operating profit was $26 million. Adjusted operating profit, which excludes severance, totaled $28 million, or 19% of sales, was down 30% compared to the prior year second quarter operating profit. The decline in operating profit during the quarter was driven by the organic sales decrease, partially offset by profitable acquisition growth.

Outlook

Backlog entering the second half of fiscal 2023 remains strong at $950 million and continues to be heavily weighted toward systems and medical interventional solutions. Order entry has been steady throughout the quarter. Based on current visibility, we now expect fourth quarter sales to be the strongest of the year, increasing low-mid single digits over the prior year fourth quarter. We expect third quarter sales to be comparable to the prior year, as a result of the pull forward of certain systems sales into the second quarter. On balance, the Company is maintaining its previously issued full-year revenue growth guidance of 0% to 3% over record fiscal 2022 and narrowing adjusted earnings guidance to the range of $8.90 to $9.30.

Nordson management will provide additional commentary on these results and outlook during its previously announced webcast on Tuesday, May 23, 2023, 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 recent 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 Six Months Ended
April 30, 2023 April 30, 2022 April 30, 2023 April 30, 2022
Sales $ 650,165 $ 635,403 $ 1,260,642 $ 1,244,569
Cost of sales 298,040 277,768 579,650 546,800
Gross profit 352,125 357,635 680,992 697,769
Gross margin % 54.2 % 56.3 % 54.0 % 56.1 %
Selling & administrative expenses 179,618 173,662 364,266 357,936
Operating profit 172,507 183,973 316,726 339,833
Interest expense - net (9,475) (4,942) (19,418) (10,127)
Other expense - net (1) (1,405) (39,764) (4,601) (38,472)
Income before income taxes 161,627 139,267 292,707 291,234
Income taxes 34,064 29,633 60,883 61,191
Net income $ 127,563 $ 109,634 $ 231,824 $ 230,043
Weighted-average common shares outstanding:
Basic 57,184 57,784 57,177 57,971
Diluted 57,680 58,382 57,721 58,606
Earnings per share:
Basic earnings $ 2.23 $ 1.90 $ 4.05 $ 3.97
Diluted earnings $ 2.21 $ 1.88 $ 4.02 $ 3.93

(1) Three and six months ended April 30, 2022, include pension settlement charge of $41,221.

NORDSON CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollars in thousands)

April 30, 2023 October 31, 2022
Cash and cash equivalents $ 129,073 $ 163,457
Receivables - net 527,851 537,313
Inventories - net 440,179 383,398
Other current assets 58,338 48,803
Total current assets 1,155,441 1,132,971
Property, plant and equipment - net 354,669 353,442
Goodwill 2,110,471 1,804,693
Other assets 572,534 529,269
$ 4,193,115 $ 3,820,375
Current maturities of long-term debt and notes payable $ 603,343 $ 392,537
Accounts payable and accrued liabilities 387,049 441,666
Total current liabilities 990,392 834,203
Long-term debt 345,899 345,320
Other liabilities 359,822 346,477
Total shareholders' equity 2,497,002 2,294,375
$ 4,193,115 $ 3,820,375

NORDSON CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(Dollars in thousands)

Six Months Ended
April 30, 2023 April 30, 2022
Cash flows from operating activities:
Net income $ 231,824 $ 230,043
Depreciation and amortization 53,535 50,355
Other non-cash items (1) 11,458 51,449
Changes in working capital (45,857) (85,070)
Other 36,945 (32,276)
Net cash provided by operating activities 287,905 214,501
Cash flows from investing activities:
Additions to property, plant and equipment (15,349) (24,776)
Acquisition of businesses, net of cash acquired (377,843) (171,613)
Other - net 39 15
Net cash used in investing activities (393,153) (196,374)
Cash flows from financing activities:
Net issuance of long-term debt 184,617 1,654
Repayment of finance lease obligations (2,775) (2,620)
Dividends paid (74,463) (59,301)
Issuance of common shares 11,808 7,798
Purchase of treasury shares (54,365) (140,466)
Net cash provided (used) in financing activities 64,822 (192,935)
Effect of exchange rate change on cash: 6,042 (4,272)
Net change in cash and cash equivalents (34,384) (179,080)
Cash and cash equivalents:
Beginning of period 163,457 299,972
End of period $ 129,073 $ 120,892

(1) Six months ended April 30, 2022, includes pension settlement charge of $41,221.

NORDSON CORPORATION

SALES BY GEOGRAPHIC SEGMENT (Unaudited)

(Dollars in thousands)

Three Months Ended Sales Variance
April 30, 2023 April 30, 2022 Organic Acquisitions Currency Total
SALES BY SEGMENT
Industrial Precision Solutions $ 335,807 $ 316,434 8.5 % % (2.4) % 6.1 %
Medical and Fluid Solutions 166,526 172,212 (2.3) % % (1.0) % (3.3) %
Advanced Technology Solutions 147,832 146,757 (9.9) % 12.3 % (1.7) % 0.7 %
Total sales $ 650,165 $ 635,403 1.3 % 2.8 % (1.8) % 2.3 %
SALES BY GEOGRAPHIC REGION
Americas $ 278,731 $ 273,753 (0.6) % 2.4 % % 1.8 %
Europe 167,904 172,256 (2.3) % 2.1 % (2.3) % (2.5) %
Asia Pacific 203,530 189,394 7.4 % 4.2 % (4.1) % 7.5 %
Total sales $ 650,165 $ 635,403 1.3 % 2.8 % (1.8) % 2.3 %
Six Months Ended Sales Variance
April 30, 2023 April 30, 2022 Organic Acquisitions Currency Total
SALES BY SEGMENT
Industrial Precision Solutions $ 647,353 $ 640,367 4.8 % % (3.7) % 1.1 %
Medical and Fluid Solutions 320,813 330,996 (1.5) % % (1.6) % (3.1) %
Advanced Technology Solutions 292,476 273,206 (3.3) % 12.9 % (2.5) % 7.1 %
Total sales $ 1,260,642 $ 1,244,569 1.3 % 2.8 % (2.8) % 1.3 %
SALES BY GEOGRAPHIC REGION
Americas $ 543,610 $ 513,654 3.7 % 2.2 % (0.1) % 5.8 %
Europe 330,843 328,241 3.6 % 1.7 % (4.5) % 0.8 %
Asia Pacific 386,189 402,674 (3.6) % 4.4 % (4.9) % (4.1) %
Total sales $ 1,260,642 $ 1,244,569 1.3 % 2.8 % (2.8) % 1.3 %

NORDSON CORPORATION

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

(Dollars in thousands)

Three Months Ended Six Months Ended
April 30, 2023 April 30, 2022 April 30, 2023 April 30, 2022
SALES BY SEGMENT
Industrial Precision Solutions $ 335,807 $ 316,434 $ 647,353 $ 640,367
Medical and Fluid Solutions 166,526 172,212 320,813 330,996
Advanced Technology Solutions 147,832 146,757 292,476 273,206
Total sales $ 650,165 $ 635,403 $ 1,260,642 $ 1,244,569
OPERATING PROFIT
Industrial Precision Solutions $ 111,773 $ 102,196 $ 214,093 $ 204,383
Medical and Fluid Solutions 47,922 58,314 87,307 107,407
Advanced Technology Solutions 26,090 40,144 43,053 67,378
Corporate (13,278) (16,681) (27,727) (39,335)
Total operating profit $ 172,507 $ 183,973 $ 316,726 $ 339,833
OPERATING PROFIT ADJUSTMENTS (1)
Industrial Precision Solutions $ $ $ $ 1,563
Medical and Fluid Solutions 1,479 1,479
Advanced Technology Solutions 1,960 12,255
Total adjustments $ 3,439 $ $ 13,734 $ 1,563
ADJUSTED OPERATING PROFIT (NON-GAAP) (2) % of Sales % of Sales % of Sales % of Sales
Industrial Precision Solutions $ 111,773 33% $ 102,196 32% $ 214,093 33% $ 205,946 32%
Medical and Fluid Solutions 49,401 30% 58,314 34% 88,786 28% 107,407 32%
Advanced Technology Solutions 28,050 19% 40,144 27% 55,308 19% 67,378 25%
Corporate (13,278) (16,681) (27,727) (39,335)
Total operating profit - adjusted $ 175,946 27% $ 183,973 29% $ 330,460 26% $ 341,396 27%
DEPRECIATION & AMORTIZATION
Industrial Precision Solutions $ 7,285 $ 6,916 $ 14,130 $ 14,358
Medical and Fluid Solutions 13,683 13,578 27,308 27,125
Advanced Technology Solutions 4,010 2,247 7,822 4,510
Corporate 2,122 2,224 4,275 4,362
Total depreciation & amortization $ 27,100 $ 24,965 $ 53,535 $ 50,355
EBITDA (NON-GAAP) (2)
Industrial Precision Solutions $ 119,058 35% $ 109,112 34% $ 228,223 35% $ 220,304 34%
Medical and Fluid Solutions 63,084 38% 71,892 42% 116,094 36% 134,532 41%
Advanced Technology Solutions 32,060 22% 42,391 29% 63,130 22% 71,888 26%
Corporate (11,156) (14,457) (23,452) (34,973)
Total EBITDA $ 203,046 31% $ 208,938 33% $ 383,995 30% $ 391,751 31%

(1) Represents severance, as well as fees and non-cash inventory charges associated with acquisitions.

(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, fees and non-cash inventory charges associated with 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 Six Months Ended
April 30, 2023 April 30, 2022 April 30, 2023 April 30, 2022
GAAP AS REPORTED
Operating profit $ 172,507 $ 183,973 $ 316,726 $ 339,833
Other / interest expense - net (10,880) (44,706) (24,019) (48,599)
Net income 127,563 109,634 231,824 230,043
Diluted earnings per share $ 2.21 $ 1.88 $ 4.02 $ 3.93
Shares outstanding - diluted 57,680 58,382 57,721 58,606
OPERATING PROFIT ADJUSTMENTS
Inventory step-up amortization $ $ $ 4,306 $ 1,563
Severance and other 3,439 $ 9,428 $
NON-OPERATING EXPENSE ADJUSTMENTS
Pension settlement loss $ $ 41,221 $ $ 41,221
Total adjustments $ 3,439 $ 41,221 $ 13,734 $ 42,784
Adjustments net of tax $ 2,714 $ 32,450 $ 10,877 $ 33,795
EPS effect of adjustments and other discrete tax items $ 0.05 $ 0.56 $ 0.19 $ 0.58
NON-GAAP MEASURES-ADJUSTED PROFITABILITY
Operating profit (1) $ 175,946 $ 183,973 $ 330,460 $ 341,396
Operating profit % of sales 27.1 % 29.0 % 26.2 % 27.4 %
Net income (2) $ 130,277 $ 142,084 $ 242,701 $ 263,838
Diluted earnings per share (3) $ 2.26 $ 2.43 $ 4.21 $ 4.50

(1) Adjusted operating profit is defined as operating profit plus certain adjustments, such as severance, fees 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 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

10