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
Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)


28601 Clemens Road
Westlake, Ohio 44145
(Address of Principal Executive
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
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
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


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 simplification actions.









 
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 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 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 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. 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

v3.20.2
Document and Entity Information
Aug. 19, 2020
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 19, 2020
Entity Registrant Name NORDSON CORPORATION
Entity Incorporation, State or Country Code OH
Entity File Number 000-07977
Entity Tax Identification Number 34-0590250
Entity Address, Address Line One 28601 Clemens Road
Entity Address, City or Town Westlake
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44145
City Area Code 440
Local Phone Number 892-1580
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000072331
Title of 12(b) Security Common Shares, without par value
Trading Symbol NDSN
Security Exchange Name NASDAQ