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): May 20, 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 May 20, 2024, Nordson Corporation issued a press release relating to its results of operations for the second 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 second quarter fiscal 2024 results and outlook during a webcast on Tuesday, May 21, 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 May 20, 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:	May 20, 2024	By:	/s/ Stephen Shamrock
			Stephen Shamrock
			Chief Accounting Officer

Document

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

Second Quarter:

•Sales were $651 million

•Net income was $118 million

•Earnings per diluted share were $2.05

•Adjusted earnings per diluted share were $2.34

•EBITDA was $203 million, 31% of sales

Guidance:

•Updating full-year fiscal 2024 revenue guidance to the range of flat to 2% growth over record fiscal 2023 and adjusted earnings per diluted share to the range of $9.35 to $9.75 per share

WESTLAKE, Ohio--(BUSINESS WIRE)--May 20, 2024--Nordson Corporation (Nasdaq: NDSN) today reported results for the fiscal second quarter ended April 30, 2024. Sales were $651 million, comparable to the prior year’s second quarter sales of $650 million. The second quarter 2024 sales included a favorable acquisition impact of 5%, partially offset by an organic sales decrease of 4%. The organic sales decrease was driven by ongoing pressure in electronics product lines, partially offset by growth in industrial coatings systems and fluid solutions product lines.

Net income was $118 million, or $2.05 of earnings per diluted share, compared to prior year’s second quarter net income of $128 million, or $2.21 of earnings per diluted share. Adjusted net income was $135 million, a decrease from the prior year adjusted net income of $141 million. Second quarter 2024 adjusted earnings per diluted share were $2.34, a 4% decrease from the prior year adjusted earnings per diluted share of $2.45. The decrease was driven primarily by increased interest expense from prior year acquisitions.

EBITDA in the second quarter was $203 million, or 31% of sales, compared to prior year EBITDA of $203 million, or 31% of sales. EBITDA was flat as improved gross margins were offset by higher selling and administrative expenses primarily related to the first-year effect of the ARAG acquisition.

Commenting on the Company’s fiscal 2024 second quarter results, Nordson President and Chief Executive Officer Sundaram Nagarajan said, “Once again, the teams delivered a solid operating performance, delivering strong gross margins and 31% EBITDA margin. Our sales were in line with management expectations with the IPS and MFS segments delivering organic growth. While we see positive early indicators, our Advanced Technology Solutions segment remains impacted by the electronics cycle. I am pleased with our ability to manage profitability during this period.”

Second Quarter Segment Results

Industrial Precision Solutions sales of $367 million increased 9% from the prior year, inclusive of an acquisition impact and an organic sales increase of 2%. The organic sales increase was driven primarily by industrial coatings systems and packaging product lines. Operating profit was $118 million, an increase of $6 million from the prior year. EBITDA in the quarter was $132 million, or 36% of sales, an 11% increase from the prior year second quarter EBITDA of $119 million, or 35% 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 $169 million increased 2% compared to the prior year second quarter. The increase was driven by growth in the fluid and interventional solutions product lines. Operating profit was $49 million, an increase of $1 million from the prior year. EBITDA in the quarter was $63 million, or 37% of sales, flat versus the prior year second quarter EBITDA of $63 million, or 38% of sales.

Advanced Technology Solutions sales of $115 million decreased 22% compared to the prior year second quarter. The organic sales decrease was driven by weakness across the segment. Operating profit was $19 million, a decrease of $7 million from the prior year with a decremental margin of 22%. EBITDA in the quarter was $24 million, or 21% of sales, a decrease from the prior year second quarter EBITDA of $32 million, or 22% of sales.

Outlook

The Company is entering the third quarter of fiscal 2024 with approximately $700 million in backlog, which continues to normalize and remain concentrated in systems businesses. Based on current visibility and order entry trends, the Company is updating its full-year revenue guidance range to flat to 2% growth over record fiscal 2023 and adjusted earnings per diluted share to the range of $9.35 to $9.75 per diluted share. Third quarter fiscal 2024 sales are forecasted in the range of $645 to $670 million with adjusted earnings in the range of $2.25 to $2.40 per diluted share.

Reflecting on the outlook, Nagarajan continued, “As we move into the second half of fiscal 2024, the positive indicators in the electronics end markets have not yet converted into orders needed to meet our previously issued guidance. We are also experiencing increased pressure from the agriculture cycle in Europe, which is causing OEMs to slow investments in spray implement purchases. In each of these cases, we believe the impact is temporary and we remain confident in the long-term growth drivers of these respective end markets. Our core strengths remain: a diversified portfolio, close to the customer business model, high-level of recurring revenue, NBS Next growth framework, and commitment to innovation. All of this positions Nordson well to deliver our long-term Ascend Strategy goals.”

Nordson management will provide additional commentary on these results and outlook during its previously announced webcast on Tuesday, May 21, 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						Six Months Ended
	April 30, 2024			April 30, 2023			April 30, 2024			April 30, 2023
Sales	$	650,642		$	650,165		$	1,283,835		$	1,260,642
Cost of sales	284,765			298,040			569,531			579,650
Gross profit	365,877			352,125			714,304			680,992
Gross margin %	56.2		%	54.2		%	55.6		%	54.0		%
Selling & administrative expenses	197,261			179,618			386,253			364,266
Operating profit	168,616			172,507			328,051			316,726
Interest expense - net	(18,555)			(9,475)			(38,953)			(19,418)
Other expense - net	(785)			(1,405)			(1,123)			(4,601)
Income before income taxes	149,276			161,627			287,975			292,707
Income taxes	31,059			34,064			60,186			60,883
Net income	$	118,217		$	127,563		$	227,789		$	231,824
Weighted-average common shares outstanding:
Basic	57,222			57,184			57,142			57,177
Diluted	57,681			57,680			57,617			57,721
Earnings per share:
Basic earnings	$	2.07		$	2.23		$	3.99		$	4.05
Diluted earnings	$	2.05		$	2.21		$	3.95		$	4.02

NORDSON CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollars in thousands)

	April 30, 2024		October 31, 2023
Cash and cash equivalents	$	125,446	$	115,679
Receivables - net	530,283		590,886
Inventories - net	443,578		454,775
Other current assets	86,283		67,970
Total current assets	1,185,590		1,229,310
Property, plant and equipment - net	395,595		392,846
Goodwill	2,782,909		2,784,201
Other assets	807,777		845,413
	$	5,171,871	$	5,251,770
Notes payable and debt due within one year	$	119,328	$	115,662
Accounts payable and accrued liabilities	416,683		466,427
Total current liabilities	536,011		582,089
Long-term debt	1,414,363		1,621,394
Other liabilities	433,226		450,227
Total shareholders' equity	2,788,271		2,598,060
	$	5,171,871	$	5,251,770

NORDSON CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(Dollars in thousands)

	Six Months Ended
	April 30, 2024		April 30, 2023
Cash flows from operating activities:
Net income	$	227,789	$	231,824
Depreciation and amortization	66,264		53,535
Other non-cash items	10,281		11,458
Changes in working capital	(3,435)		(45,857)
Other	(5,935)		36,945
Net cash provided by operating activities	294,964		287,905
Cash flows from investing activities:
Additions to property, plant and equipment	(21,907)		(15,349)
Acquisition of businesses, net of cash acquired	—		(377,843)
Other - net	6,730		39
Net cash used in investing activities	(15,177)		(393,153)
Cash flows from financing activities:
Issuance (repayment) of long-term debt	(204,372)		184,617
Repayment of finance lease obligations	(2,881)		(2,775)
Dividends paid	(77,796)		(74,463)
Issuance of common shares	27,219		11,808
Purchase of treasury shares	(7,927)		(54,365)
Net cash provided (used) in financing activities	(265,757)		64,822
Effect of exchange rate change on cash:	(4,263)		6,042
Net change in cash and cash equivalents	9,767		(34,384)
Cash and cash equivalents:
Beginning of period	115,679		163,457
End of period	$	125,446	$	129,073

NORDSON CORPORATION

SALES BY GEOGRAPHIC SEGMENT (Unaudited)

(Dollars in thousands)

	Three Months Ended				Sales Variance
	April 30, 2024		April 30, 2023		Organic		Acquisitions		Currency		Total
SALES BY SEGMENT
Industrial Precision Solutions	$	366,991	$	335,807	1.5	%	8.6	%	(0.8)	%	9.3	%
Medical and Fluid Solutions	168,966		166,526		1.8	%	—	%	(0.3)	%	1.5	%
Advanced Technology Solutions	114,685		147,832		(21.6)	%	—	%	(0.8)	%	(22.4)	%
Total sales	$	650,642	$	650,165	(3.7)	%	4.5	%	(0.7)	%	0.1	%
SALES BY GEOGRAPHIC REGION
Americas	$	294,428	$	278,731	2.9	%	2.3	%	0.4	%	5.6	%
Europe	182,070		167,904		(4.4)	%	12.5	%	0.3	%	8.4	%
Asia Pacific	174,144		203,530		(12.3)	%	0.7	%	(2.8)	%	(14.4)	%
Total sales	$	650,642	$	650,165	(3.7)	%	4.5	%	(0.7)	%	0.1	%
	Six Months Ended				Sales Variance
	April 30, 2024		April 30, 2023		Organic		Acquisitions		Currency		Total
SALES BY SEGMENT
Industrial Precision Solutions	$	721,538	$	647,353	1.9	%	9.6	%	—	%	11.5	%
Medical and Fluid Solutions	328,492		320,813		2.4	%	—	%	—	%	2.4	%
Advanced Technology Solutions	233,805		292,476		(19.6)	%	—	%	(0.5)	%	(20.1)	%
Total sales	$	1,283,835	$	1,260,642	(2.9)	%	4.9	%	(0.2)	%	1.8	%
SALES BY GEOGRAPHIC REGION
Americas	$	568,440	$	543,610	1.3	%	2.8	%	0.5	%	4.6	%
Europe	361,380		330,843		(5.7)	%	13.4	%	1.5	%	9.2	%
Asia Pacific	354,015		386,189		(6.7)	%	0.7	%	(2.3)	%	(8.3)	%
Total sales	$	1,283,835	$	1,260,642	(2.9)	%	4.9	%	(0.2)	%	1.8	%

NORDSON CORPORATION

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

(Dollars in thousands)

	Three Months Ended				Six Months Ended
	April 30, 2024		April 30, 2023		April 30, 2024			April 30, 2023
Net income	$	118,217	$	127,563	$	227,789		$	231,824
Income taxes	31,059		34,064		60,186			60,883
Interest expense - net	18,555		9,475		38,953			19,418
Other expense - net	785		1,405		1,123			4,601
Depreciation and amortization	32,720		27,100		66,264			53,535
Inventory step-up amortization (1)	—		—		2,944			4,306
Severance and other	2,078		3,439		2,078			3,439
Acquisition-related costs (1)	—		—		597			5,989
EBITDA (non-GAAP) (2)	$	203,414	$	203,046	$	399,934	399,934	$	383,995

(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						Six Months Ended
	April 30, 2024			April 30, 2023			April 30, 2024			April 30, 2023
SALES BY SEGMENT
Industrial Precision Solutions	$	366,991		$	335,807		$	721,538		$	647,353
Medical and Fluid Solutions	168,966			166,526			328,492			320,813
Advanced Technology Solutions	114,685			147,832			233,805			292,476
Total sales	$	650,642		$	650,165		$	1,283,835		$	1,260,642
OPERATING PROFIT
Industrial Precision Solutions	$	117,831		$	111,773		$	226,195		$	214,093
Medical and Fluid Solutions	48,993			47,922			95,093			87,307
Advanced Technology Solutions	18,784			26,090			37,822			43,053
Corporate	(16,992)			(13,278)			(31,059)			(27,727)
Total operating profit	$	168,616		$	172,507		$	328,051		$	316,726
OPERATING PROFIT ADJUSTMENTS (1)
Industrial Precision Solutions	$	—		$	—		$	3,541		$	—
Medical and Fluid Solutions	—			1,479			—			1,479
Advanced Technology Solutions	2,078			1,960			2,078			12,255
Total adjustments	$	2,078		$	3,439		$	5,619		$	13,734
DEPRECIATION & AMORTIZATION
Industrial Precision Solutions	$	13,920		$	7,285		$	28,300		$	14,130
Medical and Fluid Solutions	13,564			13,683			27,269			27,308
Advanced Technology Solutions	3,284			4,010			6,725			7,822
Corporate	1,952			2,122			3,970			4,275
Total depreciation & amortization	$	32,720		$	27,100		$	66,264		$	53,535
EBITDA (NON-GAAP) (2)
Industrial Precision Solutions	$	131,751	36%	$	119,058	35%	$	258,036	36%	$	228,223	35%
Medical and Fluid Solutions	62,557		37%	63,084		38%	122,362		37%	116,094		36%
Advanced Technology Solutions	24,146		21%	32,060		22%	46,625		20%	63,130		22%
Corporate	(15,040)			(11,156)			(27,089)			(23,452)
Total EBITDA	$	203,414	31%	$	203,046	31%	$	399,934	31%	$	383,995	30%

(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				Six Months Ended
	April 30, 2024		April 30, 2023		April 30, 2024		April 30, 2023
GAAP AS REPORTED
Operating profit	$	168,616	$	172,507	$	328,051	$	316,726
Other / interest expense - net	(19,340)		(10,880)		(40,076)		(24,019)
Net income	118,217		127,563		227,789		231,824
Diluted earnings per share	$	2.05	$	2.21	$	3.95	$	4.02
Shares outstanding - diluted	57,681		57,680		57,617		57,721
OPERATING PROFIT ADJUSTMENTS
Inventory step-up amortization	$	—	$	—	$	2,944	$	4,306
Acquisition-related costs	—		—		597		5,989
Severance and other	2,078		3,439		2,078		3,439
ACQUISITION AMORTIZATION OF INTANGIBLES	$	18,823	$	14,044	38,210		27,917
Total adjustments	$	20,901	$	17,483	$	43,829	$	41,651
Adjustments net of tax	$	16,556	$	13,798	$	34,669	$	32,988
EPS effect of adjustments and other discrete tax items	$	0.29	$	0.24	$	0.60	$	0.57
NON-GAAP MEASURES-ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE
Adjusted Net income (1)	$	134,773	$	141,361	$	262,458	$	264,812
Adjusted Diluted earnings per share (2)	$	2.34	$	2.45	$	4.55	$	4.59

(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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