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): August 21, 2024

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 August 21, 2024, Nordson Corporation issued a press release relating to its results of operations for the third quarter of fiscal 2024. A copy is attached as Exhibit 99.1.

Item 7.01.    Regulation FD Disclosure.

Nordson Corporation will provide additional commentary on third quarter fiscal 2024 results and outlook during a webcast on Thursday, August 22, 2024 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 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 August 21, 2024.
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 21, 2024	By:	/s/ Stephen Shamrock
			Stephen Shamrock
			Chief Accounting Officer

Document

Nordson Corporation Reports Third Quarter Fiscal 2024 Results and Updates Annual Guidance

Third Quarter Highlights:

•Sales were $662 million, an increase of 2% year-over-year and in-line with mid-point of guidance

•Earnings per diluted share were $2.04

•Adjusted earnings per diluted share were $2.41, $0.08 above the mid-point of guidance

Updated Full-Year Guidance:

•Increasing full fiscal year 2024 revenue guidance to reflect the addition of Atrion acquisition

•Maintaining full fiscal year 2024 adjusted earnings per diluted share guidance, inclusive of the slightly dilutive fourth quarter Atrion acquisition impact

WESTLAKE, Ohio--(BUSINESS WIRE)--August 21, 2024--Nordson Corporation (Nasdaq: NDSN) today reported results for the fiscal third quarter ended July 31, 2024. Sales were $662 million, compared to the prior year’s third quarter sales of $649 million. The third quarter 2024 sales included a favorable acquisition impact of 4%, partially offset by an organic sales decrease of 1% and unfavorable currency translation of 1%. The organic sales decrease was driven by lower demand in electronics and medical product lines, partially offset by growth in packaging, nonwovens, and optical sensors product lines.

Net income was $117 million, or $2.04 of earnings per diluted share, compared to prior year’s third quarter net income of $128 million, or $2.22 of earnings per diluted share. Adjusted net income was $138 million, a decrease from the prior year adjusted net income of $147 million. Third quarter 2024 adjusted earnings per diluted share were $2.41, a 6% decrease from the prior year adjusted earnings per diluted share of $2.55. The decrease reflects increased interest expense from prior year acquisitions and slightly lower overall operating margins.

EBITDA in the third quarter was $208 million, or 31% of sales, compared to prior year EBITDA of $208 million, or 32% of sales. EBITDA was flat as improved gross margins were offset by higher selling and administrative expenses, including the first-year effect of the ARAG acquisition.

Commenting on the Company’s fiscal 2024 third quarter results, Nordson President and Chief Executive Officer Sundaram Nagarajan said, “We delivered third quarter revenue in line with our expectations, driven by strong organic growth in our industrial product lines. Our Advanced Technology Solutions segment sequentially grew compared to second quarter, as order entry steadily improves in electronics end markets. Across the company, the teams executed another solid operating performance delivering strong gross margins and 31% EBITDA margin. Overall, I am pleased with our focus on the customer while managing profitability well against headwinds in select businesses.”

Third Quarter Segment Results

Industrial Precision Solutions sales of $371 million increased 10% from the prior year, inclusive of a favorable acquisition impact of 7%, an organic sales increase of 4% and unfavorable currency translation of 1%. The organic sales increase was driven primarily by packaging and nonwovens product lines. Operating profit was $118 million, an increase of $3 million from the prior year. EBITDA in the quarter was $135 million, or 36% of sales, a 10% increase from the prior year third quarter EBITDA of $122 million, or 36% of sales. The year-over-year increase was driven by the ARAG acquisition, and higher organic sales and gross profit.

Medical and Fluid Solutions sales of $167 million decreased 2% compared to the prior year third quarter. The decrease was driven by lower demand in interventional solutions and fluid components product lines. Operating profit was $48 million, a decrease of $6 million from the prior year. EBITDA in the quarter was $62 million, or 37% of sales, down versus the prior year third quarter EBITDA of $68 million, or 40% of sales.

Advanced Technology Solutions sales of $124 million decreased 11% compared to the prior year third quarter, driven by lower organic sales and unfavorable currency translation of 1%. While sequentially higher, the organic sales decrease compared to prior year was driven by softness in electronics processing and x-ray and test product lines, offset by growth in optical sensors

product lines. Operating profit was $23 million, a decrease of $4 million from the prior year. EBITDA in the quarter was $26 million, or 21% of sales, a decrease from the prior year third quarter EBITDA of $33 million, or 24% of sales.

Outlook

The Company is entering the fourth quarter of fiscal 2024 with approximately $650 million in backlog, which continues to normalize and remain concentrated in systems businesses. Based on current visibility and order entry trends, the Company is increasing its full-year revenue guidance range to $2,665 million - $2,705 million, inclusive of revenue from the Atrion acquisition in the fiscal fourth quarter. The Company is tightening full-year adjusted earnings per diluted share to the range of $9.45 - $9.65, unchanged at the midpoint, though now inclusive of the slightly dilutive Atrion impact in the fiscal fourth quarter.

Reflecting on the outlook, Nagarajan continued, “Throughout 2024, we have remained focused on delivering high quality operating performance in a dynamic environment. The diversification of our product portfolio, geographic exposure, mix of recurring revenue, in addition to the NBS Next growth framework and the contributions of our recent acquisitions, are positioning us well to end the year in line with record fiscal 2023 revenue. I remain pleased with our ability to manage profitability during this period, while remaining invested in the long-term objectives of the business.”

Nordson management will provide additional commentary on these results and outlook during its previously announced webcast on Thursday, August 22, 2024 at 8:30 a.m. eastern time, which can be accessed at https://investors.nordson.com. 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.

The Company’s definition of adjusted earnings excludes acquisition related amortization for both current and historical periods. It is not possible for the Company to identify the amount or significance of future adjustments associated with acquisition and integration costs, restructuring costs, acquisition-related amortization, certain non-operating or income tax items, or other non-routine costs that the Company adjusts in the presentation of adjusted earnings guidance. These items are dependent on future events that are not reasonably estimable at this time. Accordingly, the Company is unable to reconcile without unreasonable effort the forecasted range of adjusted earnings guidance to a comparable GAAP range.

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, linkedin/Nordson, or www.facebook.com/nordson.

NORDSON CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(Dollars in thousands except for per-share amounts)

	Three Months Ended						Nine Months Ended
	July 31, 2024			July 31, 2023			July 31, 2024			July 31, 2023
Sales	$	661,604		$	648,677		$	1,945,439		$	1,909,319
Cost of sales	292,603			288,357			862,134			868,007
Gross profit	369,001			360,320			1,083,305			1,041,312
Gross margin %	55.8		%	55.5		%	55.7		%	54.5		%
Selling & administrative expenses	201,943			189,324			588,196			553,590
Operating profit	167,058			170,996			495,109			487,722
Interest expense - net	(17,776)			(11,486)			(56,729)			(30,904)
Other income (expense) - net	152			2,542			(971)			(2,059)
Income before income taxes	149,434			162,052			437,409			454,759
Income taxes	32,107			34,161			92,293			95,044
Net income	$	117,327		$	127,891		$	345,116		$	359,715
Weighted-average common shares outstanding:
Basic	57,229			56,989			57,171			57,114
Diluted	57,624			57,530			57,620			57,657
Earnings per share:
Basic earnings	$	2.05		$	2.24		$	6.04		$	6.30
Diluted earnings	$	2.04		$	2.22		$	5.99		$	6.24

NORDSON CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollars in thousands)

	July 31, 2024		October 31, 2023
Cash and cash equivalents	$	165,324	$	115,679
Receivables - net	538,541		590,886
Inventories - net	438,167		454,775
Other current assets	82,106		67,970
Total current assets	1,224,138		1,229,310
Property, plant and equipment - net	401,415		392,846
Goodwill	2,785,773		2,784,201
Other assets	793,044		845,413
	$	5,204,370	$	5,251,770
Notes payable and debt due within one year	$	96,288	$	115,662
Accounts payable and accrued liabilities	421,979		466,427
Total current liabilities	518,267		582,089
Long-term debt	1,398,155		1,621,394
Other liabilities	434,191		450,227
Total shareholders' equity	2,853,757		2,598,060
	$	5,204,370	$	5,251,770

NORDSON CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(Dollars in thousands)

	Nine Months Ended
	July 31, 2024		July 31, 2023
Cash flows from operating activities:
Net income	$	345,116	$	359,715
Depreciation and amortization	99,646		80,637
Other non-cash items	15,435		18,523
Changes in operating assets and liabilities and other	(385)		19,197
Net cash provided by operating activities	459,812		478,072
Cash flows from investing activities:
Additions to property, plant and equipment	(43,786)		(24,244)
Acquisition of businesses, net of cash acquired	—		(377,843)
Other - net	8,896		91
Net cash used in investing activities	(34,890)		(401,996)
Cash flows from financing activities:
Issuance (repayment) of long-term debt	(244,355)		73,956
Repayment of finance lease obligations	(4,505)		(4,769)
Dividends paid	(116,789)		(111,547)
Issuance of common shares	29,142		18,449
Purchase of treasury shares	(34,105)		(78,163)
Net cash provided used in financing activities	(370,612)		(102,074)
Effect of exchange rate change on cash:	(4,665)		5,679
Net change in cash and cash equivalents	49,645		(20,319)
Cash and cash equivalents:
Beginning of period	115,679		163,457
End of period	$	165,324	$	143,138

NORDSON CORPORATION

SALES BY GEOGRAPHIC SEGMENT (Unaudited)

(Dollars in thousands)

	Three Months Ended				Sales Variance
	July 31, 2024		July 31, 2023		Organic		Acquisitions		Currency		Total
SALES BY SEGMENT
Industrial Precision Solutions	$	370,561	$	338,257	3.6	%	7.4	%	(1.4)	%	9.6	%
Medical and Fluid Solutions	166,737		170,871		(2.0)	%	—	%	(0.4)	%	(2.4)	%
Advanced Technology Solutions	124,306		139,549		(10.2)	%	—	%	(0.7)	%	(10.9)	%
Total sales	$	661,604	$	648,677	(0.9)	%	3.8	%	(0.9)	%	2.0	%
SALES BY GEOGRAPHIC REGION
Americas	$	287,016	$	290,515	(3.4)	%	2.4	%	(0.2)	%	(1.2)	%
Europe	179,370		167,536		(2.0)	%	9.8	%	(0.7)	%	7.1	%
Asia Pacific	195,218		190,626		4.1	%	0.8	%	(2.5)	%	2.4	%
Total sales	$	661,604	$	648,677	(0.9)	%	3.8	%	(0.9)	%	2.0	%
	Nine Months Ended				Sales Variance
	July 31, 2024		July 31, 2023		Organic		Acquisitions		Currency		Total
SALES BY SEGMENT
Industrial Precision Solutions	$	1,092,099	$	985,610	2.5	%	8.8	%	(0.5)	%	10.8	%
Medical and Fluid Solutions	495,229		491,683		0.9	%	—	%	(0.2)	%	0.7	%
Advanced Technology Solutions	358,111		432,026		(16.6)	%	—	%	(0.5)	%	(17.1)	%
Total sales	$	1,945,439	$	1,909,319	(2.2)	%	4.5	%	(0.4)	%	1.9	%
SALES BY GEOGRAPHIC REGION
Americas	$	855,456	$	834,125	(0.3)	%	2.7	%	0.2	%	2.6	%
Europe	540,750		498,379		(4.5)	%	12.2	%	0.8	%	8.5	%
Asia Pacific	549,233		576,815		(3.1)	%	0.7	%	(2.4)	%	(4.8)	%
Total sales	$	1,945,439	$	1,909,319	(2.2)	%	4.5	%	(0.4)	%	1.9	%

NORDSON CORPORATION

RECONCILIATION OF NON-GAAP MEASURES - NET INCOME TO EBITDA (Unaudited)

(Dollars in thousands)

	Three Months Ended				Nine Months Ended
	July 31, 2024		July 31, 2023		July 31, 2024		July 31, 2023
Net income	$	117,327	$	127,891	$	345,116	$	359,715
Income taxes	32,107		34,161		92,293		95,044
Interest expense - net	17,776		11,486		56,729		30,904
Other expense - net	(152)		(2,542)		971		2,059
Depreciation and amortization	33,382		27,102		99,646		80,637
Inventory step-up amortization (1)	—		—		2,944		4,306
Severance and other	2,536		2,049		4,615		5,487
Acquisition-related costs (1)	5,160		7,732		5,757		13,721
EBITDA (non-GAAP) (2)	$	208,136	$	207,879	$	608,071	$	591,873

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

(2) EBITDA is a non-GAAP measure used by management to evaluate the Company's ongoing operations. EBITDA is defined as operating profit plus certain adjustments, such as severance, fees and non-cash inventory charges associated with acquisitions, plus depreciation and amortization.

NORDSON CORPORATION

RECONCILIATION OF NON-GAAP MEASURES - EBITDA (Unaudited)

(Dollars in thousands)

	Three Months Ended						Nine Months Ended
	July 31, 2024			July 31, 2023			July 31, 2024			July 31, 2023
SALES BY SEGMENT
Industrial Precision Solutions	$	370,561		$	338,257		$	1,092,099		$	985,610
Medical and Fluid Solutions	166,737			170,871			495,229			491,683
Advanced Technology Solutions	124,306			139,549			358,111			432,026
Total sales	$	661,604		$	648,677		$	1,945,439		$	1,909,319
OPERATING PROFIT
Industrial Precision Solutions	$	118,110		$	115,346		$	344,305		$	329,439
Medical and Fluid Solutions	48,374			54,019			143,467			141,326
Advanced Technology Solutions	22,945			27,083			60,767			70,136
Corporate	(22,371)			(25,452)			(53,430)			(53,179)
Total operating profit	$	167,058		$	170,996		$	495,109		$	487,722
OPERATING PROFIT ADJUSTMENTS (1)
Industrial Precision Solutions	$	2,536		$	—		$	6,077		$	—
Medical and Fluid Solutions	—			—			—			1,479
Advanced Technology Solutions	—			2,049			2,078			14,303
Corporate	5,160			7,732			5,161			7,732
Total adjustments	$	7,696		$	9,781		$	13,316		$	23,514
DEPRECIATION & AMORTIZATION
Industrial Precision Solutions	$	14,521		$	7,036		$	42,821		$	21,166
Medical and Fluid Solutions	13,553			14,133			40,822			41,441
Advanced Technology Solutions	3,368			3,834			10,093			11,656
Corporate	1,940			2,099			5,910			6,374
Total depreciation & amortization	$	33,382		$	27,102		$	99,646		$	80,637
EBITDA (NON-GAAP) (2)
Industrial Precision Solutions	$	135,167	36%	$	122,382	36%	$	393,203	36%	$	350,605	36%
Medical and Fluid Solutions	61,927		37%	68,152		40%	184,289		37%	184,246		37%
Advanced Technology Solutions	26,313		21%	32,966		24%	72,938		20%	96,095		22%
Corporate	(15,271)			(15,621)			(42,359)			(39,073)
Total EBITDA	$	208,136	31%	$	207,879	32%	$	608,071	31%	$	591,873	31%

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

(2) EBITDA is a non-GAAP measure used by management to evaluate the Company's ongoing operations. EBITDA is defined as operating profit plus certain adjustments, such as severance, fees and non-cash inventory charges associated with acquisitions, plus depreciation and amortization.

NORDSON CORPORATION

RECONCILIATION OF NON-GAAP MEASURES - ADJUSTED NET INCOME AND EARNINGS PER SHARE (Unaudited)

(Dollars in thousands)

	Three Months Ended				Nine Months Ended
	July 31, 2024		July 31, 2023		July 31, 2024		July 31, 2023
GAAP AS REPORTED
Operating profit	$	167,058	$	170,996	$	495,109	$	487,722
Other / interest expense - net	(17,624)		(8,944)		(57,700)		(32,963)
Net income	117,327		127,891		345,116		359,715
Diluted earnings per share	$	2.04	$	2.22	$	5.99	$	6.24
Shares outstanding - diluted	57,624		57,530		57,620		57,657
OPERATING PROFIT ADJUSTMENTS
Inventory step-up amortization	$	—	$	—	$	2,944	$	4,306
Acquisition-related costs	5,160		7,732		5,757		13,721
Severance and other	2,536		2,049		4,615		5,487
ACQUISITION AMORTIZATION OF INTANGIBLES	$	19,202	$	13,922	57,412		41,839
Total adjustments	$	26,898	$	23,703	$	70,728	$	65,353
Adjustments net of tax	$	21,134	$	18,706	$	55,804	$	51,694
EPS effect of adjustments and other discrete tax items	$	0.37	$	0.33	$	0.97	$	0.90
NON-GAAP MEASURES-ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE
Adjusted Net income (1)	$	138,461	$	146,597	$	400,920	$	411,409
Adjusted Diluted earnings per share (2)	$	2.41	$	2.55	$	6.96	$	7.14

(1) Adjusted net income is a non-GAAP measure defined as net income plus tax effected adjustments and other discrete tax items.

(2) Adjusted earnings per share is a non-GAAP measure defined as GAAP EPS adjusted for tax effected adjustments and other discrete tax items.

Management uses certain non-GAAP measures, such as adjusted net income, adjusted EPS and EBITDA, 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

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