8-K

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): February 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 February 19, 2020, Nordson Corporation issued a press release relating to its results of operations for the first quarter of fiscal 2020.  A copy is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1   104 Press release of Nordson Corporation dated February 19, 2020.   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:	February 19, 2020	By:	/s/ Gregory A. Thaxton
			Gregory A. Thaxton
			Executive Vice President Chief Financial Officer

EX-99.1

Exhibit 99.1

Nordson Corporation Reports Fiscal Year 2020 First Quarter Results

• Sales were $495 million
• Operating profit was $75 million, or 15 percent of sales
• EBITDA was $101 million, or 20 percent of sales
• GAAP diluted EPS was $0.89

WESTLAKE, Ohio--(BUSINESS WIRE)--February 19, 2020--Nordson Corporation (Nasdaq: NDSN) today reported results for the first quarter of fiscal year 2020. For the quarter ended January 31, 2020, sales were $495 million, a 1 percent decrease compared to the prior year’s first quarter sales of $498 million. This change in first quarter 2020 sales included a decrease in organic volume of less than 1 percent, growth from the first year effect of acquisitions of less than 1 percent, and a decrease related to the unfavorable effect of currency translation as compared to the prior year’s first quarter of approximately 1 percent.

In the first quarter of fiscal year 2020, reported operating profit was $75 million, net income was $52 million, and GAAP diluted earnings per share were $0.89, inclusive of $0.04 per share charge related to restructuring and a $0.04 per share benefit related to discrete tax items. Prior year first quarter sales, operating profit, net income and GAAP diluted earnings per share were $498 million, $84 million, $49 million and $0.83, respectively. A reconciliation of GAAP diluted earnings per share to adjusted diluted earnings per share and calculations for EBITDA and free cash flow before dividends are included in the attached financial exhibits.

First Quarter Segment Results

Adhesive Dispensing Systems sales decreased 2 percent compared to the prior year’s first quarter, inclusive of a decrease in organic volume of 1 percent and a decrease of 1 percent related to the unfavorable effects of currency translation as compared to the prior year. Reported operating margin in the segment was 23 percent in the quarter.

Advanced Technology Systems sales decreased approximately 1 percent compared to the prior year’s first quarter, inclusive of a decrease in organic volume of 2 percent, an increase of 1 percent related to the first year effect of acquisitions, and a decrease of less than 1 percent related to the unfavorable effects of currency translation as compared to the prior year. The first quarter’s acquisitive growth includes the fiscal 2019 acquisition of Optical Control GmbH. Reported operating margin in the segment was 14 percent in the quarter, or 15 percent when excluding approximately $3 million of restructuring charges.

Industrial Coating Systems sales increased 9 percent compared to the prior year’s first quarter, inclusive of organic volume growth of 9 percent and a decrease of less than 1 percent related to the unfavorable effect of currency translation as compared to the prior year. Reported operating margin in the segment was 14 percent in the quarter.

Detailed results by operating segment and geography are included in the attached financial exhibits.

Commenting on the company’s fiscal first quarter 2020 results, Sundaram Nagarajan, Nordson President and Chief Executive Officer, said, “Our first quarter performance for both sales and operating margin was in line with expectations and reflects our normal seasonality. Our spending is generally consistent throughout the year due to our direct sales model and strong customer focus, resulting in lower operating margin in our first fiscal quarter.”

Backlog

Backlog for the quarter ended January 31, 2020 was approximately $430 million, a decrease of 1 percent compared to the same period a year ago. Impact from the fiscal 2019 acquisition of Optical Control GmbH was not significant. Backlog amounts are calculated at January 31, 2020 exchange rates.

Commenting on the company’s fiscal 2020 outlook, Nagarajan said, “We remain on track with fiscal 2020 guidance, where we expect organic sales growth in the range of 1 to 3 percent compared to fiscal 2019. With our typical seasonality, we expect our second half of the fiscal year to drive this growth.”

Nordson management will provide additional commentary on these results and outlook during a conference call Thursday, February 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) 414-5639 or lara.mahoney@nordson.com.

Except for historical information and comparisons contained herein, statements included in this release may constitute “forward-looking statements,” as defined by the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors, as discussed in the company’s filing with the Securities and Exchange Commission that could cause actual results to differ.

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.

NORDSON CORPORATION
FINANCIAL HIGHLIGHTS
(Dollars in thousands except for per-share amounts)
FIRST QUARTER PERIOD
Period Ended January 31, 2020
(Unaudited)
CONSOLIDATED STATEMENT OF INCOME
	First Quarter
	2020			2019
Sales	$	494,916		$	497,910
Cost of sales		231,722			228,934
Selling & administrative expenses		188,101			184,695
Operating profit		75,093			84,281
Interest expense - net		(9,152	)		(12,049	)
Other expense - net		(2,846	)		(4,189	)
Income before income taxes		63,095			68,043
Income taxes		11,091			19,476
Net Income	$	52,004		$	48,567
Return on sales		11	%		10	%
Return on average shareholders' equity		13	%		14	%
Average common shares outstanding (000's)		57,668			57,702
Average common shares and
common share equivalents (000's)		58,524			58,372
Per share:
Basic earnings	$	.90		$	.84
Diluted earnings	$	.89		$	.83
Dividends paid	$	.38		$	.35
Total dividends	$	21,915		$	20,210

NORDSON CORPORATION
FINANCIAL HIGHLIGHTS
(Dollars in thousands)
CONSOLIDATED BALANCE SHEET
	January 31		October 31
	2020		2019
Cash and cash equivalents	$	115,097	$	151,164
Receivables - net		471,626		530,765
Inventories - net		294,768		283,399
Other current assets		48,833		45,867
Total current assets		930,324		1,011,195
Property, plant & equipment - net		400,636		398,895
Other assets		2,219,907		2,106,357
	$	3,550,867	$	3,516,447
Notes payable and debt due within one year	$	43,598	$	168,738
Accounts payable and accrued liabilities		299,723		308,888
Total current liabilities		343,321		477,626
Long-term debt		1,074,314		1,075,404
Other liabilities		498,958		382,372
Total shareholders' equity		1,634,274		1,581,045
	$	3,550,867	$	3,516,447
Other information:
Employees		7,606		7,579
Common shares outstanding (000's)		57,847		57,600

NORDSON CORPORATION
FINANCIAL HIGHLIGHTS
(Dollars in thousands)
FIRST QUARTER PERIOD
Period Ended January 31, 2020
(Unaudited)
	First Quarter						% Growth over 2019
SALES BY BUSINESS SEGMENT	2020			2019			Volume		Currency		Total
Adhesive dispensing systems	$	207,225		$	211,517		-1.1	%	-0.9	%	-2.0	%
Advanced technology systems		231,117			234,458		-1.1	%	-0.3	%	-1.4	%
Industrial coating systems		56,574			51,935		9.2	%	-0.3	%	8.9	%
Total sales by business segment	$	494,916		$	497,910		0.0	%	-0.6	%	-0.6	%
	First Quarter
OPERATING PROFIT BY BUSINESS SEGMENT	2020			2019
Adhesive dispensing systems	$	48,618		$	47,892
Advanced technology systems		32,287			40,785
Industrial coating systems		7,786			7,516
Corporate		(13,598	)		(11,912	)
Total operating profit by business segment	$	75,093		$	84,281
	First Quarter						% Growth over 2019
SALES BY GEOGRAPHIC REGION	2020			2019			Volume		Currency		Total
United States	$	188,500		$	170,350		10.7	%	-		10.7	%
Americas		31,083			32,437		-3.9	%	-0.3	%	-4.2	%
Europe		126,391			132,675		-2.8	%	-1.9	%	-4.7	%
Japan		27,552			29,047		-6.5	%	1.4	%	-5.1	%
Asia Pacific		121,390			133,401		-8.5	%	-0.5	%	-9.0	%
Total Sales by Geographic Region	$	494,916		$	497,910		0.0	%	-0.6	%	-0.6	%

NORDSON CORPORATION
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Dollars in thousands except for per-share amounts)
FIRST QUARTER ENDED
Period Ended January 31, 2020
(Unaudited)
EBITDA	First Quarter
	2020			2019
Net income	$	52,004		$	48,567
Adjustments:
Depreciation and amortization expense		28,618			27,748
Interest expense - net		9,152			12,049
Income taxes		11,091			19,476
EBITDA	$	100,865		$	107,840
EBITDA per diluted share	$	1.72		$	1.85
EBITDA and EBITDA per diluted share are non-GAAP financial measures used by management to evaluate the Company's ongoing operations. Therefore, the Company believes these financial measures provide useful information to investors. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. EBITDA per diluted share is defined as EBITDA divided by the Company's diluted weighted average shares outstanding.
	First Quarter
	2020			2019
Diluted EPS as reported (U.S. GAAP)	$	0.89		$	0.83
Severance and restructuring		0.04			0.02
U.S. Tax Reform discrete item		-			0.08
Other discrete tax items		(0.04	)		(0.02	)
Diluted EPS as adjusted (Non-GAAP)	$	0.89		$	0.92
Adjusted EPS is not a measurement of financial performance under GAAP, and should not be considered as an alternative to EPS determined in accordance with GAAP. Management believes that EPS as adjusted to exclude the items in the table above assist in understanding the results of Nordson Corporation. Amounts may not add due to rounding.
Free Cash Flow Before Dividends	First Quarter
	2020			2019
Net income	$	52,004		$	48,567
Depreciation and amortization		28,618			27,748
Other non-cash charges		7,167			6,340
Changes in operating assets and liabilities		28,486			(25,808	)
Net cash provided by operating activities		116,275			56,847
Additions to property, plant and equipment		(13,880	)		(14,121	)
Proceeds from the sale of property, plant and equipment		65			260
Free cash flow before dividends	$	102,460		$	42,986
Free cash flow before dividends, a non-GAAP financial measure, is defined as net cash provided by operating activities less purchased property, plant and equipment and proceeds from the sale of property, plant and equipment. It is a financial measure used by management to assess its ability to generate cash in excess of its operating needs. Therefore, the Company believes this financial measure provides useful information to investors. Free cash flow before dividends is not a measure of financial performance under GAAP and should be considered in addition to, and not as a substitute for, operating cash flows or other financial measures prepared in accordance with GAAP. Our calculations of non-GAAP measures may not be comparable to the calculations of similarly titled measures reported by other companies.

Contacts

Nordson Corporation
Lara Mahoney
Vice President,
Investor Relations & Corporate Communications
440.414.5639
Lara.Mahoney@nordson.com

XML

Document and Entity Information	Feb. 19, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 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