8-K

NORDSON CORP (NDSN)

8-K 2025-05-28 For: 2025-05-28
View Original
Added on April 07, 2026

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 28, 2025

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 28, 2025, Nordson Corporation issued a press release relating to its results of operations for the second quarter of fiscal 2025. A copy is attached as Exhibit 99.1.

Item 7.01.    Regulation FD Disclosure.

Nordson Corporation will provide additional commentary on second quarter fiscal 2025 results and outlook during a webcast on Thursday, May 29, 2025 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 28, 2025.
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 28, 2025 By: /s/ Stephen Shamrock
Stephen Shamrock
Chief Accounting Officer

Document

Nordson Corporation Reports Second Quarter Fiscal 2025 Results and Third Quarter Guidance

Second Quarter Highlights:

•Sales were $683 million, an increase of 5% year-over-year

•Earnings per diluted share were $1.97

•Adjusted earnings per diluted share were $2.42

•Backlog grew approximately 5% during the quarter

WESTLAKE, Ohio--(BUSINESS WIRE)--May 28, 2025--Nordson Corporation (Nasdaq: NDSN) today reported results for the fiscal second quarter ended April 30, 2025. Sales were $683 million compared to the prior year’s second quarter sales of $651 million. The second quarter 2025 sales included a favorable acquisition impact of 8%, offset by an organic sales decrease of 2% and unfavorable currency translation of less than 1%.

Net income was $112 million, or $1.97 of earnings per diluted share, compared to prior year’s second quarter net income of $118 million, or $2.05 of earnings per diluted share. Excluding restructuring costs and acquisition related amortization, second quarter adjusted net income was $138 million versus prior year adjusted net income of $135 million. Second quarter adjusted earnings per diluted share were $2.42, a 3% increase from the prior year adjusted earnings per diluted share of $2.34.

EBITDA in the second quarter was $217 million, or 32% of sales, an increase of 7% compared to prior year EBITDA of $203 million, or 31% of sales.

Commenting on the Company’s fiscal 2025 second quarter results, Nordson President and Chief Executive Officer Sundaram Nagarajan said, “We started the second quarter with increasing momentum in order entry, and our results outperformed the mid-point of our sales and earnings guidance. This was driven by strength in our electronics systems sales and steady growth in nonwovens systems, precision agriculture and medical fluid components. Also, our Atrion acquisition continues to perform above expectations. As expected, this growth was partially offset by year-over-year weakness in industrial systems sales, which improved sequentially compared to the first quarter. Operational excellence drove strong profit performance of 32% EBITDA despite the uncertain geopolitical environment. We also maintained our sound balance sheet and bought back $85 million in shares during this dynamic quarter.”

Second Quarter Segment Results

Industrial Precision Solutions sales of $319 million decreased 8% from the prior year, inclusive of an organic sales decrease of 7% and unfavorable currency translation of 1%. The organic sales decrease was driven by weaker systems demand in polymer processing and industrial coatings product lines, partially offset by growth in nonwovens, precision agriculture and packaging product lines. Operating profit was $96 million, a decrease of $20 million from the prior year, reflecting the impact of lower volume. EBITDA in the quarter was $114 million, or 36% of sales, compared to prior year second quarter EBITDA of $128 million, or 37% of sales.

Medical and Fluid Solutions sales of $203 million increased 20% compared to the prior year second quarter, inclusive of an acquisition impact of 30%, partially offset by an organic sales decrease of 10%. The organic sales decline reflects targeted program rationalization in medical contract manufacturing and ongoing destocking in selected interventional product lines. Operating profit was $57 million, an increase of $8 million from the prior year, reflecting contribution from the Atrion acquisition and solid operational execution from the organic business. EBITDA in the quarter was $77 million, or 38% of sales, up 22% versus the prior year second quarter EBITDA of $63 million, or 37% of sales.

Advanced Technology Solutions sales of $161 million increased 18% organically compared to the prior year second quarter. The organic sales increase compared to prior year was driven by broad-based demand in semi-conductor and electronics end markets. Operating profit was $32 million, an increase of $11 million due to the organic sales increase and the benefits of strategic cost and manufacturing optimization actions. EBITDA in the quarter was $40 million, or 25% of sales, up 43% from the prior year second quarter EBITDA of $28 million, or 20% of sales.

Outlook

Order entry remained strong during the quarter resulting in healthy backlog, up approximately 5% from the prior quarter. Based on current visibility and order entry trends, the Company expects third quarter fiscal 2025 sales to be in the range of $710 to $750 million. Third quarter adjusted earnings are forecasted to be in the range of $2.55 to $2.75 per diluted share.

Reflecting on the outlook and current macroeconomic environment, Nagarajan said, “Order entry and backlog support a third quarter performance that is in line with the full-year guidance we set at the beginning of our fiscal year. Our product portfolio is focused on differentiated products. Our decentralized and close-to-the-customer business model empowers our businesses to be responsive to customer needs. This includes the benefits of an in-region, for-region manufacturing strategy that will lead to growth with existing customers. Nordson has continuously demonstrated the ability to deliver best-in-class profitability in varying market scenarios, while remaining invested in the long-term growth priorities of the Company.”

Nordson management will provide additional commentary on these results and outlook during its previously announced webcast on Thursday, May 29, 2025, 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 restructuring costs and 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, 2025 April 30, 2024 April 30, 2025 April 30, 2024
Sales $ 682,938 $ 650,642 $ 1,298,358 $ 1,283,835
Cost of sales 309,034 284,765 588,558 569,531
Gross profit 373,904 365,877 709,800 714,304
Gross margin % 54.7 % 56.2 % 54.7 % 55.6 %
Selling & administrative expenses 205,154 197,261 400,103 386,253
Operating profit 168,750 168,616 309,697 328,051
Interest expense - net (26,019) (18,555) (51,637) (38,953)
Other expense - net (3,961) (785) (2,435) (1,123)
Income before income taxes 138,770 149,276 255,625 287,975
Income taxes 26,366 31,059 48,569 60,186
Net income $ 112,404 $ 118,217 $ 207,056 $ 227,789
Weighted-average common shares outstanding:
Basic 56,785 57,222 56,960 57,142
Diluted 57,038 57,681 57,265 57,617
Earnings per share:
Basic earnings $ 1.98 $ 2.07 $ 3.64 $ 3.99
Diluted earnings $ 1.97 $ 2.05 $ 3.62 $ 3.95

NORDSON CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollars in thousands)

April 30, 2025 October 31, 2024
Cash and cash equivalents $ 130,157 $ 115,952
Receivables - net 624,057 594,663
Inventories - net 473,740 476,935
Other current assets 95,568 87,482
Total current assets 1,323,522 1,275,032
Property, plant and equipment - net 546,352 544,607
Goodwill 3,310,661 3,280,819
Other assets 881,503 900,508
$ 6,062,038 $ 6,000,966
Notes payable and debt due within one year $ 94,794 $ 103,928
Accounts payable and accrued liabilities 421,846 424,549
Total current liabilities 516,640 528,477
Long-term debt 2,118,739 2,101,197
Other liabilities 466,355 439,100
Total shareholders' equity 2,960,304 2,932,192
$ 6,062,038 $ 6,000,966

NORDSON CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(Dollars in thousands)

Six Months Ended
April 30, 2025 April 30, 2024
Cash flows from operating activities:
Net income $ 207,056 $ 227,789
Depreciation and amortization 74,608 66,264
Other non-cash items 7,021 10,281
Changes in operating assets and liabilities and other (10,393) (9,370)
Net cash provided by operating activities 278,292 294,964
Cash flows from investing activities:
Additions to property, plant and equipment (37,439) (21,907)
Other - net 10,339 6,730
Net cash used in investing activities (27,100) (15,177)
Cash flows from financing activities:
Net repayment of long-term debt (5,800) (204,372)
Repayment of finance lease obligations (2,627) (2,881)
Dividends paid (88,937) (77,796)
Issuance of common shares 2,803 27,219
Purchase of treasury shares (146,252) (7,927)
Net cash used in financing activities (240,813) (265,757)
Effect of exchange rate change on cash: 3,826 (4,263)
Net change in cash and cash equivalents 14,205 9,767
Cash and cash equivalents:
Beginning of period 115,952 115,679
End of period $ 130,157 $ 125,446

NORDSON CORPORATION

SALES BY GEOGRAPHIC SEGMENT (Unaudited)

(Dollars in thousands)

Three Months Ended Sales Variance
April 30, 2025 April 30, 2024 Organic Acquisitions Currency Total
SALES BY SEGMENT
Industrial Precision Solutions $ 318,847 $ 344,978 (6.9) % % (0.7) % (7.6) %
Medical and Fluid Solutions 202,809 168,966 (10.0) % 30.0 % % 20.0 %
Advanced Technology Solutions 161,282 136,698 18.1 % % (0.1) % 18.0 %
Total sales $ 682,938 $ 650,642 (2.4) % 7.8 % (0.4) % 5.0 %
SALES BY GEOGRAPHIC REGION
Americas $ 292,463 $ 294,428 (12.2) % 12.4 % (0.9) % (0.7) %
Europe 172,496 182,070 (10.7) % 4.7 % 0.7 % (5.3) %
Asia Pacific 217,979 174,144 22.6 % 3.2 % (0.6) % 25.2 %
Total sales $ 682,938 $ 650,642 (2.4) % 7.8 % (0.4) % 5.0 %
Six Months Ended Sales Variance
April 30, 2025 April 30, 2024 Organic Acquisitions Currency Total
SALES BY SEGMENT
Industrial Precision Solutions $ 619,295 $ 682,720 (7.6) % % (1.7) % (9.3) %
Medical and Fluid Solutions 396,418 328,492 (10.6) % 31.7 % (0.4) % 20.7 %
Advanced Technology Solutions 282,645 272,623 4.3 % % (0.6) % 3.7 %
Total sales $ 1,298,358 $ 1,283,835 (5.8) % 8.1 % (1.2) % 1.1 %
SALES BY GEOGRAPHIC REGION
Americas $ 560,300 $ 568,440 (13.4) % 13.0 % (1.0) % (1.4) %
Europe 340,259 361,380 (10.0) % 5.2 % (1.0) % (5.8) %
Asia Pacific 397,799 354,015 10.7 % 3.2 % (1.5) % 12.4 %
Total sales $ 1,298,358 $ 1,283,835 (5.8) % 8.1 % (1.2) % 1.1 %

NORDSON CORPORATION

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

(Dollars in thousands)

Three Months Ended Six Months Ended
April 30, 2025 April 30, 2024 April 30, 2025 April 30, 2024
Net income $ 112,404 $ 118,217 $ 207,056 $ 227,789
Income taxes 26,366 31,059 48,569 60,186
Interest expense - net 26,019 18,555 51,637 38,953
Other (income) expense - net 3,961 785 2,435 1,123
Depreciation and amortization 37,578 32,720 74,608 66,264
Inventory step-up amortization (1) 3,135 2,944
Severance and other (1) 10,313 2,078 16,274 2,078
Acquisition-related costs (1) 513 1,543 597
EBITDA (non-GAAP) (2) $ 217,154 $ 203,414 $ 405,257 $ 399,934

(1) Represents cost reduction actions 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 cost reduction actions, 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, 2025 April 30, 2024 April 30, 2025 April 30, 2024
SALES BY SEGMENT
Industrial Precision Solutions $ 318,847 $ 344,978 $ 619,295 $ 682,720
Medical and Fluid Solutions 202,809 168,966 396,418 328,492
Advanced Technology Solutions 161,282 136,698 282,645 272,623
Total sales $ 682,938 $ 650,642 $ 1,298,358 $ 1,283,835
OPERATING PROFIT
Industrial Precision Solutions $ 95,722 $ 115,922 $ 191,434 $ 225,020
Medical and Fluid Solutions 56,805 48,993 97,741 95,093
Advanced Technology Solutions 31,558 20,693 49,681 38,997
Corporate (15,335) (16,992) (29,159) (31,059)
Total operating profit $ 168,750 $ 168,616 $ 309,697 $ 328,051
OPERATING PROFIT ADJUSTMENTS (1)
Industrial Precision Solutions $ 5,212 $ $ 9,823 $ 3,541
Medical and Fluid Solutions 1,366 6,621
Advanced Technology Solutions 3,288 2,078 3,288 2,078
Corporate 960 1,220
Total adjustments $ 10,826 $ 2,078 $ 20,952 $ 5,619
DEPRECIATION & AMORTIZATION
Industrial Precision Solutions $ 12,614 $ 12,437 $ 25,067 $ 25,357
Medical and Fluid Solutions 18,367 13,564 36,508 27,269
Advanced Technology Solutions 4,670 4,767 9,318 9,668
Corporate 1,927 1,952 3,715 3,970
Total depreciation & amortization $ 37,578 $ 32,720 $ 74,608 $ 66,264
EBITDA (NON-GAAP) (2)
Industrial Precision Solutions $ 113,548 36% $ 128,359 37% $ 226,324 37% $ 253,918 37%
Medical and Fluid Solutions 76,538 38% 62,557 37% 140,870 36% 122,362 37%
Advanced Technology Solutions 39,516 25% 27,538 20% 62,287 22% 50,743 19%
Corporate (12,448) (15,040) (24,224) (27,089)
Total EBITDA $ 217,154 32% $ 203,414 31% $ 405,257 31% $ 399,934 31%

(1) Represents cost reduction actions 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 cost reduction actions, 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, 2025 April 30, 2024 April 30, 2025 April 30, 2024
GAAP AS REPORTED
Operating profit $ 168,750 $ 168,616 $ 309,697 $ 328,051
Other / interest expense - net (29,980) (19,340) (54,072) (40,076)
Net income 112,404 118,217 207,056 227,789
Diluted earnings per share $ 1.97 $ 2.05 $ 3.62 $ 3.95
Shares outstanding - diluted 57,038 57,681 57,265 57,617
OPERATING PROFIT ADJUSTMENTS
Inventory step-up amortization $ $ $ 3,135 $ 2,944
Acquisition costs 513 1,543 597
Severance and other 10,313 2,078 16,274 2,078
ACQUISITION AMORTIZATION OF INTANGIBLES $ 19,696 $ 18,823 39,007 38,210
NON-OPERATING EXPENSE ADJUSTMENTS
Entity liquidation $ 988 $ $ 988 $
Total adjustments $ 31,510 $ 20,901 $ 60,947 $ 43,829
Adjustments net of tax $ 25,523 $ 16,556 $ 49,367 $ 34,669
Other discrete tax items $ $ $ $
EPS effect of adjustments and other discrete tax items $ 0.45 $ 0.29 $ 0.86 $ 0.60
NON-GAAP MEASURES-ADJUSTED OPERATING PROFIT, NET INCOME AND ADJUSTED EARNINGS PER SHARE
Operating profit (1) $ 179,576 $ 170,694 $ 330,649 $ 333,670
Operating profit % of sales 26.3 % 26.2 % 25.5 % 26.0 %
Net income (1) $ 137,927 $ 134,773 $ 256,423 $ 262,458
Diluted earnings per share (2) $ 2.42 $ 2.34 $ 4.48 $ 4.55

(1) Adjusted net income is a non-GAAP measure defined as net income plus tax effected adjustments and other discrete tax items. Refer to the “Reconciliation of Non-GAAP measures - EBITDA” table for definition of adjustments to operating income.

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

NORDSON CORPORATION

RECONCILIATION OF NON-GAAP MEASURES - OPERATING CASH FLOW TO FREE CASH FLOW (Unaudited)

(Dollars in thousands)

Year to Date
April 30, 2025 January 31, 2025
Net cash provided by operating activities 278,292 $ 159,122
Additions to property, plant and equipment (37,439) (21,399)
Free Cash Flow - Year to Date (1) 240,853 137,723
Net Income - Year to Date $ 207,056 $ 94,652
Free Cash Flow Conversion (2) 116 % 146 %
Year to Date
April 30, 2024 January 31, 2024
Net cash provided by operating activities $ 294,964 $ 172,356
Additions to property, plant and equipment (21,907) (7,530)
Free Cash Flow - Year to Date (1) 273,057 164,826

(1) Free Cash Flow - Year to Date is a non-GAAP measure used by management to evaluate the Company's ongoing operations and is defined as Net cash provided by operating activities minus Additions to property, plant and equipment.

(2) Free Cash Flow Conversion - Year to Date is a non-GAAP measure used by management to evaluate the Company's ongoing operations and is defined as Free Cash Flow - Year to Date divided by Net Income - Year to Date.

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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