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, 2017
NORDSON CORPORATION | ||
(Exact name of registrant as specified in its charter) |
OHIO | ||
(State or other jurisdiction of incorporation or organization) |
0-7977 |
34-0590250 |
|
(Commission file number) |
(I.R.S. Employer Identification No.) |
28601 Clemens Road, Westlake, Ohio | ||
(Address of principal executive offices) |
44145 | ||
(Zip Code) |
(440) 892-1580 | ||
(Registrant's telephone number, including area code) |
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))
Item 2.02. Results of Operations and Financial Condition
On May 22, 2017, Nordson Corporation issued a press release relating to its results of operations for the second quarter of fiscal 2017. 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 May 22, 2017.
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 thereunto duly authorized.
Date: |
May 22, 2017 |
Nordson Corporation |
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By: |
/s/ Gregory A. Thaxton |
Gregory A. Thaxton |
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Senior Vice President, Chief |
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Financial Officer |
Form 8-K
Exhibit Index
Exhibit |
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99.1 |
Press release of Nordson Corporation dated as of May 22, 2017. |
Page 3
Exhibit 99.1
Nordson Corporation Reports Fiscal Year 2017 Second Quarter Results Leading to Record First Half Revenue and Earnings Per Share
WESTLAKE, Ohio--(BUSINESS WIRE)--May 22, 2017--Nordson Corporation (Nasdaq: NDSN) today reported results for the second quarter of fiscal year 2017. For the quarter ending April 30, 2017, sales were $496 million, a 13 percent increase from the prior year’s second quarter. This change in sales included a 9 percent increase in organic volume, a 6 percent increase related to the first year effect of acquisitions, and a negative 2 percent impact related to the unfavorable effects of currency translation as compared to the prior year’s second quarter. Reported operating profit was $104 million, net income was $65 million, and GAAP diluted earnings per share were $1.11. Prior year second quarter sales, operating profit, net income and diluted earnings per share were $438 million, $102 million, $71 million and $1.23, respectively. A reconciliation of GAAP diluted EPS to adjusted diluted EPS is included in the attached tables.
“These results demonstrate the underlying strength of our base business, the strategic fit of our recent acquisitions, and strong execution across the enterprise by our global team,” said Nordson President and Chief Executive Officer Michael F. Hilton. “Excluding the Vention Medical AT acquisition which was not included in our quarterly guidance, our performance exceeded the high end of our revenue expectations, and operating margin expanded by one percentage point above the prior year second quarter. Second quarter organic sales growth of 9 percent is against a very challenging prior year comparison and is the result of organic growth in all segments and geographies. We’re also pleased with the four acquisitions we have added fiscal year to date, including Vention which closed during the quarter, all of which are performing as expected and where integration efforts are proceeding as planned.” Diluted earnings per share as adjusted grew 13 percent to $1.35 as compared to last year’s second quarter. Through the first six months of the fiscal year, EBITDA increased 13 percent compared to the prior year to $217 million, and free cash flow before dividends increased 13 percent to $116 million, representing strong cash conversion of 101 percent of net income. Adjusted EBITDA increased 20 percent and adjusted free cash flow before dividends increased 23 percent compared to the prior year. Calculations for EBITDA, adjusted EBITDA, free cash flow before dividends, and adjusted free cash flow before dividends are included in the attached tables.
Second Quarter Segment Results
Adhesive Dispensing Systems sales volume increased 5 percent compared to the prior year’s second quarter. “This is excellent organic growth for the segment against a challenging comparison, where organic growth was 9 percent in the same period last year,” said Hilton. “Packaging, general product assembly and polymer processing product lines drove the current quarter’s growth, with Asia Pacific and the Americas being the strongest areas geographically.” Reported operating margin in the segment was 29 percent in the quarter.
Advanced Technology Systems sales volume increased 34 percent compared to the prior year’s second quarter, including a 18 percent increase in organic volume and a 16 percent increase related to the first year effect of acquisitions. “The 18 percent organic volume growth is a very strong level against a very challenging prior year comparison where organic volume growth was 20 percent,” said Hilton. “The current quarter’s organic growth was broad based and increased by double digits across our product lines serving electronics, medical and industrial end markets and in all geographies except the Americas.” Reported operating margin in the segment improved 2 percentage points from the prior year to 26 percent in the quarter, or 27 percent when excluding short-term purchase accounting charges for the step-up in value of acquired inventory.
Industrial Coating Systems sales volume increased 3 percent compared to the prior year’s second quarter. “The sales volume increase was driven by our liquid painting and container coating product lines, with the U.S., Japan and Asia Pacific being strongest regionally,” said Hilton. Reported operating margin in the segment was 17 percent in the quarter.
Detailed results by operating segment and geography are included in the attached tables.
Order Rates and Backlog
Order rates for the 12-week period ending May 14, 2017, measured in constant currency, increased by 13 percent over the same period a year ago. Order rates by segment and geography are provided in the accompanying financial tables, with pro-forma growth in order rates calculated as though fiscal year 2016 and 2017 acquisitions were owned in both years.
Backlog for the quarter ended April 30, 2017 was approximately $403 million, an increase of 37 percent compared to the same period a year ago, and inclusive of 18 percent organic growth and 19 percent growth due to acquisitions. Backlog amounts are calculated at April 30, 2017 exchange rates.
Outlook
For the third quarter of fiscal 2017, sales are expected to increase 15 percent to 19 percent as compared to the third quarter a year ago. This growth includes organic volume up 6 percent to up 10 percent, 10 percent growth from the first year effect of acquisitions, and a negative currency effect of 1 percent based on the current exchange rate environment. At the midpoint of this outlook, operating margin is expected to be approximately 24 percent, and GAAP diluted earnings per share are expected to be in the range of $1.51 to $1.65. This range of GAAP diluted earnings per share includes a charge of approximately $0.03 per share for previously announced restructuring related to facility consolidation within our Adhesive Dispensing segment, a charge of approximately $0.02 per share for short-term purchase accounting related to the step-up in value of acquired inventory, and an estimated corporate charge of $0.01 cent per share for acquisition transaction costs. EBITDA is expected to be approximately $164 million, an increase of 18 percent over the prior year.
“We are forecasting strong third quarter organic sales volume growth in each of our segments given the strength of our current backlog, recent order rates and project activity,” said Hilton. “Our recent acquisitions add to our profitable growth opportunities, particularly Vention AT, which significantly expands our medical platform and remains on track to deliver $0.05 to $0.10 cents EPS accretion this fiscal year, excluding transaction costs. At the midpoint of our third quarter guidance, operating margin is expected to be approximately 24 percent, or 25 percent excluding the third quarter charges highlighted above. This is an excellent outlook that builds on our record first half performance. Our global team remains focused on creating shareholder value by offering customers the best technology solutions and outstanding support across the diverse end markets we serve.”
Nordson management will provide additional commentary on these results and outlook during a conference call Tuesday, May 23, 2017 at 8:30 a.m. eastern time which can be accessed at www.nordson.com/investors. 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 James R. Jaye, Senior Director of Communications & Investor Relations at (440) 414-5639 or jim.jaye@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 |
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FINANCIAL HIGHLIGHTS |
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(Dollars in thousands except for per-share amounts) |
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SECOND QUARTER PERIOD | ||||||||||||||||
Period Ending April 30, 2017 | ||||||||||||||||
(Unaudited) | ||||||||||||||||
CONSOLIDATED STATEMENT OF INCOME |
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Second Quarter | Year-to-Date | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Net sales | $ | 496,137 | $ | 437,592 | $ | 903,607 | $ | 809,812 | ||||||||
Cost of sales | 220,625 | 189,187 | 402,957 | 364,500 | ||||||||||||
Selling & administrative expenses | 171,981 | 146,501 | 321,201 | 291,430 | ||||||||||||
Operating profit | 103,531 | 101,904 | 179,449 | 153,882 | ||||||||||||
Interest expense - net | (7,635 | ) | (4,812 | ) | (13,003 | ) | (10,518 | ) | ||||||||
Other income (expense) - net | (1,323 | ) | 1,727 | (1,480 | ) | 2,529 | ||||||||||
Income before income taxes | 94,573 | 98,819 | 164,966 | 145,893 | ||||||||||||
Income taxes | 30,050 | 28,218 | 50,455 | 34,131 | ||||||||||||
Net Income | $ | 64,523 | $ | 70,601 | $ | 114,511 | $ | 111,762 | ||||||||
Return on sales | 13 | % | 16 | % | 13 | % | 14 | % | ||||||||
Return on average shareholders' equity | 28 | % | 41 | % | 25 | % | 33 | % | ||||||||
Average common shares outstanding (000's) | 57,545 | 56,952 | 57,445 | 56,975 | ||||||||||||
Average common shares and common share equivalents (000's) |
58,232 | 57,334 | 58,126 | 57,320 | ||||||||||||
Per share: | ||||||||||||||||
Basic earnings | $ | 1.12 | $ | 1.24 | $ | 1.99 | $ | 1.96 | ||||||||
Diluted earnings | $ | 1.11 | $ | 1.23 | $ | 1.97 | $ | 1.95 | ||||||||
Dividends paid | $ | .27 | $ | .24 | $ | .54 | $ | .48 | ||||||||
Total dividends | $ | 15,524 | $ | 13,664 | $ | 30,999 | $ | 27,318 | ||||||||
NORDSON CORPORATION |
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FINANCIAL HIGHLIGHTS |
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(Dollars in thousands except for per-share amounts) |
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CONSOLIDATED BALANCE SHEET |
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April 30 | October 31 | |||||
2017 | 2016 | |||||
Cash and marketable securities | $ | 88,406 | $ | 67,239 | ||
Receivables | 428,733 | 428,560 | ||||
Inventories | 275,806 | 220,361 | ||||
Other current assets | 35,900 | 29,415 | ||||
Total current assets | 828,845 | 745,575 | ||||
Property, plant & equipment - net | 319,973 | 273,129 | ||||
Other assets | 2,230,427 | 1,401,879 | ||||
$ | 3,379,245 | $ | 2,420,583 | |||
Notes payable and debt due within one year | $ | 141,026 | $ | 40,234 | ||
Accounts payable and accrued liabilities | 315,467 | 291,309 | ||||
Total current liabilities | 456,493 | 331,543 | ||||
Long-term debt | 1,574,191 | 942,771 | ||||
Other liabilities | 386,292 | 294,666 | ||||
Total shareholders' equity | 962,269 | 851,603 | ||||
$ | 3,379,245 | $ | 2,420,583 | |||
Other information: | ||||||
Employees | 7,213 | 6,104 | ||||
Common shares outstanding (000's) | 57,636 | 57,051 | ||||
NORDSON CORPORATION |
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FINANCIAL HIGHLIGHTS |
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(Dollars in thousands) |
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SECOND QUARTER PERIOD | |||||||||||||||||||||||||||||||||||||||
Period Ending April 30, 2017 | |||||||||||||||||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||||||||||||||||
Second Quarter | % Growth over 2016 | Year-to-Date | % Growth over 2016 | ||||||||||||||||||||||||||||||||||||
SALES BY BUSINESS SEGMENT |
2017 | 2016 | Volume | Currency | Total | 2017 | 2016 | Volume | Currency | Total | |||||||||||||||||||||||||||||
Adhesive dispensing systems | $ | 226,943 | $ | 221,030 | 4.8 | % | -2.1 | % | 2.7 | % | $ | 434,780 | $ | 424,469 | 3.8 | % | -1.4 | % | 2.4 | % | |||||||||||||||||||
Advanced technology systems | 210,142 | 158,555 | 33.7 | % | -1.2 | % | 32.5 | % | 355,502 | 276,415 | 30.0 | % | -1.4 | % | 28.6 | % | |||||||||||||||||||||||
Industrial coating systems | 59,052 | 58,007 | 3.4 | % | -1.6 | % | 1.8 | % | 113,325 | 108,928 | 5.7 | % | -1.7 | % | 4.0 | % | |||||||||||||||||||||||
Total sales by business segment | $ | 496,137 | $ | 437,592 | 15.1 | % | -1.7 | % | 13.4 | % | $ | 903,607 | $ | 809,812 | 13.1 | % | -1.5 | % | 11.6 | % | |||||||||||||||||||
Second Quarter | Year-to-Date | ||||||||||||||||||||||||||||||||||||||
OPERATING PROFIT BY BUSINESS SEGMENT |
2017 | 2016 | 2017 | 2016 | |||||||||||||||||||||||||||||||||||
Adhesive dispensing systems | $ | 65,719 | $ | 62,977 | $ | 118,775 | $ | 113,337 | |||||||||||||||||||||||||||||||
Advanced technology systems | 54,306 | 38,731 | 80,669 | 46,704 | |||||||||||||||||||||||||||||||||||
Industrial coating systems | 10,252 | 10,292 | 17,337 | 14,470 | |||||||||||||||||||||||||||||||||||
Corporate | (26,746 | ) | (10,096 | ) | (37,332 | ) | (20,629 | ) | |||||||||||||||||||||||||||||||
Total operating profit by business segment | $ | 103,531 | $ | 101,904 | $ | 179,449 | $ | 153,882 | |||||||||||||||||||||||||||||||
Second Quarter | % Growth over 2016 | Year-to-Date | % Growth over 2016 | ||||||||||||||||||||||||||||||||||||
SALES BY GEOGRAPHIC REGION |
2017 | 2016 | Volume | Currency | Total | 2017 | 2016 | Volume | Currency | Total | |||||||||||||||||||||||||||||
United States | $ | 156,095 | $ | 131,262 | 18.9 | % | - | 18.9 | % | $ | 281,616 | $ | 248,653 | 13.3 | % | - | 13.3 | % | |||||||||||||||||||||
Americas | 36,326 | 33,582 | 8.3 | % | -0.1 | % | 8.2 | % | 66,368 | 60,289 | 11.7 | % | -1.6 | % | 10.1 | % | |||||||||||||||||||||||
Europe | 128,468 | 125,933 | 6.6 | % | -4.6 | % | 2.0 | % | 247,627 | 245,651 | 4.4 | % | -3.6 | % | 0.8 | % | |||||||||||||||||||||||
Japan | 30,855 | 29,366 | 4.9 | % | 0.2 | % | 5.1 | % | 55,032 | 48,869 | 9.4 | % | 3.2 | % | 12.6 | % | |||||||||||||||||||||||
Asia Pacific | 144,393 | 117,449 | 24.2 | % | -1.3 | % | 22.9 | % | 252,964 | 206,350 | 24.4 | % | -1.8 | % | 22.6 | % | |||||||||||||||||||||||
Total Sales by Geographic Region | $ | 496,137 | $ | 437,592 | 15.1 | % | -1.7 | % | 13.4 | % | $ | 903,607 | $ | 809,812 | 13.1 | % | -1.5 | % | 11.6 | % | |||||||||||||||||||
Second Quarter | Year-to-Date | ||||||||||||||||||||||||||||||||||||||
FREE CASH FLOW BEFORE DIVIDENDS |
2017 | 2016 | 2017 | 2016 | |||||||||||||||||||||||||||||||||||
Net income | $ | 64,523 | $ | 70,601 | $ | 114,511 | $ | 111,762 | |||||||||||||||||||||||||||||||
Depreciation and amortization | 20,915 | 17,952 | 39,412 | 35,162 | |||||||||||||||||||||||||||||||||||
Other non-cash charges | 5,926 | 4,566 | 11,633 | 8,758 | |||||||||||||||||||||||||||||||||||
Changes in operating assets and liabilities | (30,007 | ) | (14,768 | ) | (26,192 | ) | (28,794 | ) | |||||||||||||||||||||||||||||||
Net cash provided by operating activities | 61,357 | 78,351 | 139,364 | 126,888 | |||||||||||||||||||||||||||||||||||
Additions to property, plant and equipment | (16,950 | ) | (14,428 | ) | (27,029 | ) | (25,521 | ) | |||||||||||||||||||||||||||||||
Proceeds from the sale of property, plant and equipment | 98 | 784 | 3,598 | 871 | |||||||||||||||||||||||||||||||||||
Free cash flow before dividends | $ | 44,505 | $ | 64,707 | $ | 115,933 | $ | 102,238 | |||||||||||||||||||||||||||||||
Adjustments: | |||||||||||||||||||||||||||||||||||||||
Acquisition costs and adjustments, net of tax(1) | 10,986 | 246 | 11,093 | 1,325 | |||||||||||||||||||||||||||||||||||
Free cash flow before dividends, adjusted | $ | 55,491 | $ | 64,953 | $ | 127,026 | $ | 103,563 | |||||||||||||||||||||||||||||||
(1) Represents costs and adjustments associated with our fiscal 2017 and 2016 acquisitions, including accounting adjustments to inventory that were charged to cost of sales when the inventory was sold; and transaction-related costs comprising of acquisition fees, legal, financial and tax due diligence expenses, and valuation costs that are required to be expensed as incurred. |
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NORDSON CORPORATION |
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ORDER RATES FOR 12-WEEK PERIOD ENDING MAY 14, 2017 | |||||||||
CHANGE FROM PRIOR YEAR | |||||||||
BUSINESS SEGMENT |
% CHANGE |
GEOGRAPHY |
% CHANGE |
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Adhesive dispensing systems | 1 | % | United States | 6 | % | ||||
Advanced technology systems | 30 | % | Americas | 33 | % | ||||
Industrial coating systems | 4 | % | Europe | -3 | % | ||||
Japan | 61 | % | |||||||
Total | 13 | % | Asia Pacific | 25 | % | ||||
Total | 13 | % | |||||||
Notes: |
1. Numbers in this table are unaudited and exclude the effects of currency movements. |
2. Pro-forma changes in order rates were calculated as though our 2017 and 2016 acquisitions were owned in both years. |
NORDSON CORPORATION |
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES |
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(Dollars in thousands except for per-share amounts) |
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SECOND QUARTER PERIOD | ||||||||||||
Period Ending April 30, 2017 |
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(Unaudited) | ||||||||||||
EBITDA | Second Quarter | Year-to-Date | ||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||
Net income | $ | 64,523 | $ | 70,601 | $ | 114,511 | $ | 111,762 | ||||
Adjustments: | ||||||||||||
Depreciation and amortization expense | 20,915 | 17,952 | 39,412 | 35,162 | ||||||||
Interest expense, net | 7,635 | 4,812 | 13,003 | 10,518 | ||||||||
Income taxes | 30,050 | 28,218 | 50,455 | 34,131 | ||||||||
EBITDA | $ | 123,123 | $ | 121,583 | $ | 217,381 | $ | 191,573 | ||||
Adjustments: | ||||||||||||
Acquisition costs and adjustments (1) | 15,480 | 350 | 15,646 | 1,888 | ||||||||
EBITDA As Adjusted | $ | 138,603 | $ | 121,933 | $ | 233,027 | $ | 193,461 | ||||
(1) Represents costs and adjustments associated with our 2017 and 2016 acquisitions, including accounting adjustments to inventory that were charged to cost of sales when the inventory was sold; and transaction-related costs comprising of acquisition fees, legal, financial and tax due diligence expenses, and valuation costs that are required to be expensed as incurred. |
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Second Quarter | Year-to-Date | |||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||
Diluted EPS as reported (U.S. GAAP) | $ | 1.11 | $ | 1.23 | $ | 1.97 | $ | 1.95 | ||||||
Short-term inventory purchase accounting adjustments | 0.03 | - | 0.03 | 0.02 | ||||||||||
Acquisition costs | 0.16 | - | 0.16 | - | ||||||||||
Severance and restructuring | 0.01 | 0.02 | 0.01 | 0.03 | ||||||||||
Litigation settlement | - | (0.01 | ) | - | (0.01 | ) | ||||||||
Discrete tax items | 0.04 | (0.02 | ) | 0.04 | (0.16 | ) | ||||||||
Other pre-tax items related to discrete tax benefits | - | (0.03 | ) | - | (0.03 | ) | ||||||||
Diluted EPS as adjusted (Non-GAAP) | $ | 1.35 | $ | 1.19 | $ | 2.21 | $ | 1.80 | ||||||
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. Our calculations of this non-GAAP measure may not be comparable to the calculations of similarly titled measures reported by other companies. |
CONTACT:
Nordson Corporation
James R. Jaye, 440-414-5639
Senior
Director, Communications & Investor Relations
Jim.Jaye@nordson.com