8-K
NORDSON CORP (NDSN)
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 18, 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 August 20, 2025, Nordson Corporation issued a press release relating to its results of operations for the third 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 third quarter fiscal 2025 results and outlook during a webcast on Thursday, August 21, 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 8.01 Other Events.
On August 18, 2025, the Board of Directors of Nordson Corporation (the “Company”) authorized the repurchase of an additional $500 million of the Company’s outstanding common shares. The increased share repurchase authorization, when added to the approximate $293 million remaining from previously approved Board share repurchase authorizations, provides the Company with a total share repurchase authorization of approximately $793 million.
Repurchases may be made from time to time in the open market, in privately negotiated transactions, or by other means, including through Rule 10b5-1 trading plans, in accordance with applicable securities laws and other legal requirements. The timing, manner, price, and amount of any repurchases will be determined at the Company’s discretion and will depend on a variety of factors, including business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The repurchase program does not obligate the Company to acquire any particular amount of common stock and may be suspended or discontinued at any time.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press release of Nordson Corporation dated August 20, 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: | August 20, 2025 | By: | /s/ Joseph Rutledge |
| Joseph Rutledge | |||
| Chief Accounting Officer |
Document
Nordson Corporation Reports Third Quarter Fiscal 2025 Results and Updates Full Year Guidance
Third Quarter Highlights:
•Sales were $742 million, an increase of 12% year-over-year
•Earnings per diluted share were $2.22
•Adjusted earnings per diluted share were $2.73, up 13% year-over-year
•Free cash flow conversion of 180% of net income
•Board of Directors approved a new $500 million share repurchase authorization
WESTLAKE, Ohio--(BUSINESS WIRE)--August 18, 2025--Nordson Corporation (Nasdaq: NDSN) today reported results for the fiscal third quarter ended July 31, 2025. Sales were $742 million compared to the prior year’s third quarter sales of $662 million. The third quarter 2025 sales included a favorable acquisition impact of 8%, an organic sales increase of 2% and a favorable currency translation impact of 2%.
Net income was $126 million, or $2.22 of earnings per diluted share, compared to prior year’s third quarter net income of $117 million, or $2.04 of earnings per diluted share. Excluding charges associated with the exit of the medical contract manufacturing business and acquisition-related amortization and costs, third quarter adjusted net income was $155 million versus prior year adjusted net income of $138 million. Third quarter adjusted earnings per diluted share were $2.73, a 13% increase from the prior year adjusted earnings per diluted share of $2.41.
EBITDA in the third quarter was $239 million, or 32% of sales, an increase of 15% compared to prior year EBITDA of $208 million, or 31% of sales.
Commenting on the Company’s fiscal 2025 third quarter results, Nordson President and Chief Executive Officer Sundaram Nagarajan said, “The Nordson team responded effectively to dynamic demand conditions in key end markets and delivered on its promises, realizing solid year-over-year organic growth in the quarter. In particular, the Advanced Technology Solutions segment delivered 15% organic sales growth. Operational excellence drove strong profit performance, increasing adjusted earnings per share by 13% and EBITDA by 15%. In this final full quarter of Atrion’s first year acquisition performance, our new employees again exceeded expectations and contributed to both sales and earnings results. Also this quarter, we maintained a strong balance sheet, delivering cash flow conversion of 180% of net income that we used to reduce debt, repurchase shares and return dividends to shareholders, while continuing to invest in the company.”
Third Quarter Segment Results
Industrial Precision Solutions sales of $351 million increased 1% from the prior year, inclusive of an organic sales decrease of 2% and favorable currency translation of 3%. The organic sales decrease was driven by weaker systems demand in polymer processing offsetting growth in most other product lines. Operating profit was $117 million, an increase of $2 million from the prior year. EBITDA in the quarter was $130 million, or 37% of sales, compared to prior year third quarter EBITDA of $131 million, or 37% of sales.
Medical and Fluid Solutions sales of $219 million increased 32% compared to the prior year third quarter, inclusive of an acquisition impact of 31% and a favorable currency impact of 1%. Organic sales were flat inclusive of the contract manufacturing business that is held for sale. Excluding the pending divestiture in both periods, organic sales increased 4% driven by medical fluid components and fluid solutions product lines. Operating profit was $53 million, an increase of $4 million from the prior year. Excluding acquisition costs and charges associated with the exit of the medical contract manufacturing business, operating profit was $65 million, an increase of $17 million from the prior year reflecting increased leverage of selling, general and administrative expenses in the core business, as well as contribution from the Atrion acquisition. EBITDA in the quarter was $83 million, or 38% of sales, up 34% versus the prior year third quarter EBITDA of $62 million, or 37% of sales.
Advanced Technology Solutions sales of $171 million increased 17% compared to the prior year third quarter, inclusive of an organic sales increase of 15% and favorable currency translation of 3%. The organic sales increase compared to prior year was
driven by robust growth in electronics dispense product lines. Operating profit was $37 million, an increase of $11 million due to the strong conversion on increased organic sales. EBITDA in the quarter was $42 million, or 24% of sales, up 35% from the prior year third quarter EBITDA of $31 million, or 21% of sales.
Outlook
Backlog is down approximately 5% sequentially following a strong third quarter. This supports achieving the Company’s original full year sales and earnings guidance, assuming completion of the pending divestiture of the medical contract manufacturing business in the fourth quarter. Fiscal full year sales are now tracking slightly below the mid-point and full year adjusted earnings per share are now tracking slightly above the mid-point of our original guidance.
Reflecting on the full year outlook, Nagarajan said, “Following a strong third quarter, I am pleased that we are able to affirm our full year sales guidance and earnings expectations. NBS Next is driving organic growth by enhancing our new product vitality, best-in-class quality and delivery, while also empowering our teams to respond quickly to changing customer demand. Through our close-to-customer business model, diverse product portfolio and in-region, for-region manufacturing strategy, we have continuously demonstrated resilience and the ability to deliver solid growth and best-in-class profitability in varying market scenarios.”
Nordson management will provide additional commentary on these results and outlook during its previously announced webcast on Thursday, August 21, 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, business exit and acquisition related cost / 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 and political conditions; financial and market conditions; currency exchange rates and devaluations; possible acquisitions and 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, including changes in tariffs by the U.S. or other nations; the effects of changes in tax law; and the possible effects of events beyond our control, such as political unrest, including the conflicts in Europe and the Middle East, acts of terror, natural disasters and pandemics 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, 2025 | July 31, 2024 | July 31, 2025 | July 31, 2024 | |||||||||
| Sales | $ | 741,509 | $ | 661,604 | $ | 2,039,867 | $ | 1,945,439 | ||||
| Cost of sales | 334,992 | 292,603 | 923,550 | 862,134 | ||||||||
| Gross profit | 406,517 | 369,001 | 1,116,317 | 1,083,305 | ||||||||
| Gross margin % | 54.8 | % | 55.8 | % | 54.7 | % | 55.7 | % | ||||
| Selling & administrative expenses | 206,539 | 201,943 | 606,642 | 588,196 | ||||||||
| Divestiture and related charges | 12,211 | — | 12,211 | — | ||||||||
| Operating profit | 187,767 | 167,058 | 497,464 | 495,109 | ||||||||
| Interest expense - net | (25,698) | (17,776) | (77,335) | (56,729) | ||||||||
| Other income (expense) - net | (2,945) | 152 | (5,380) | (971) | ||||||||
| Income before income taxes | 159,124 | 149,434 | 414,749 | 437,409 | ||||||||
| Income taxes | 33,340 | 32,107 | 81,909 | 92,293 | ||||||||
| Net income | $ | 125,784 | $ | 117,327 | $ | 332,840 | $ | 345,116 | ||||
| Weighted-average common shares outstanding: | ||||||||||||
| Basic | 56,438 | 57,229 | 56,784 | 57,171 | ||||||||
| Diluted | 56,728 | 57,624 | 57,084 | 57,620 | ||||||||
| Earnings per share: | ||||||||||||
| Basic earnings | $ | 2.23 | $ | 2.05 | $ | 5.86 | $ | 6.04 | ||||
| Diluted earnings | $ | 2.22 | $ | 2.04 | $ | 5.83 | $ | 5.99 |
NORDSON CORPORATION
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollars in thousands)
| July 31, 2025 | October 31, 2024 | |||
|---|---|---|---|---|
| Cash and cash equivalents | $ | 147,788 | $ | 115,952 |
| Receivables - net | 588,951 | 594,663 | ||
| Inventories - net | 459,251 | 476,935 | ||
| Other current assets | 91,275 | 87,482 | ||
| Assets held for sale | 39,583 | — | ||
| Total current assets | 1,326,848 | 1,275,032 | ||
| Property, plant and equipment - net | 525,604 | 544,607 | ||
| Goodwill | 3,306,432 | 3,280,819 | ||
| Other assets | 850,829 | 900,508 | ||
| $ | 6,009,713 | $ | 6,000,966 | |
| Notes payable and debt due within one year | $ | 336,078 | $ | 103,928 |
| Accounts payable and accrued liabilities | 436,223 | 424,549 | ||
| Liabilities held for sale | 10,807 | — | ||
| Total current liabilities | 783,108 | 528,477 | ||
| Long-term debt | 1,785,745 | 2,101,197 | ||
| Other liabilities | 459,075 | 439,100 | ||
| Total shareholders' equity | 2,981,785 | 2,932,192 | ||
| $ | 6,009,713 | $ | 6,000,966 |
NORDSON CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
(Dollars in thousands)
| Nine Months Ended | ||||
|---|---|---|---|---|
| July 31, 2025 | July 31, 2024 | |||
| Cash flows from operating activities: | ||||
| Net income | $ | 332,840 | $ | 345,116 |
| Depreciation and amortization | 112,454 | 99,646 | ||
| Divestiture and related charges | 12,211 | — | ||
| Other non-cash items | 12,154 | 15,435 | ||
| Changes in operating assets and liabilities and other | 46,605 | (385) | ||
| Net cash provided by operating activities | 516,264 | 459,812 | ||
| Cash flows from investing activities: | ||||
| Additions to property, plant and equipment | (49,002) | (43,786) | ||
| Other - net | 4,272 | 8,896 | ||
| Net cash used in investing activities | (44,730) | (34,890) | ||
| Cash flows from financing activities: | ||||
| Repayment of long-term debt - net | (94,664) | (244,355) | ||
| Repayment of finance lease obligations | (4,083) | (4,505) | ||
| Dividends paid | (133,008) | (116,789) | ||
| Issuance of common shares | 5,419 | 29,142 | ||
| Purchase of treasury shares | (218,194) | (34,105) | ||
| Net cash used in financing activities | (444,530) | (370,612) | ||
| Effect of exchange rate change on cash: | 4,832 | (4,665) | ||
| Net change in cash and cash equivalents | 31,836 | 49,645 | ||
| Cash and cash equivalents: | ||||
| Beginning of period | 115,952 | 115,679 | ||
| End of period | $ | 147,788 | $ | 165,324 |
NORDSON CORPORATION
SALES BY GEOGRAPHIC SEGMENT (Unaudited)
(Dollars in thousands)
| Three Months Ended | Sales Variance | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| July 31, 2025 | July 31, 2024 | Organic | Acquisitions | Currency | Total | |||||||
| SALES BY SEGMENT | ||||||||||||
| Industrial Precision Solutions | $ | 350,784 | $ | 348,997 | (2.0) | % | — | % | 2.5 | % | 0.5 | % |
| Medical and Fluid Solutions | 219,465 | 166,737 | (0.4) | % | 31.0 | % | 1.0 | % | 31.6 | % | ||
| Advanced Technology Solutions | 171,260 | 145,870 | 14.6 | % | — | % | 2.8 | % | 17.4 | % | ||
| Total sales | $ | 741,509 | $ | 661,604 | 2.1 | % | 7.8 | % | 2.2 | % | 12.1 | % |
| SALES BY GEOGRAPHIC REGION | ||||||||||||
| Americas | $ | 314,568 | $ | 287,016 | (3.2) | % | 13.0 | % | (0.2) | % | 9.6 | % |
| Europe | 186,620 | 179,370 | (6.1) | % | 4.8 | % | 5.3 | % | 4.0 | % | ||
| Asia Pacific | 240,321 | 195,218 | 17.4 | % | 2.9 | % | 2.8 | % | 23.1 | % | ||
| Total sales | $ | 741,509 | $ | 661,604 | 2.1 | % | 7.8 | % | 2.2 | % | 12.1 | % |
| Nine Months Ended | Sales Variance | |||||||||||
| July 31, 2025 | July 31, 2024 | Organic | Acquisitions | Currency | Total | |||||||
| SALES BY SEGMENT | ||||||||||||
| Industrial Precision Solutions | $ | 970,079 | $ | 1,031,717 | (5.7) | % | — | % | (0.3) | % | (6.0) | % |
| Medical and Fluid Solutions | 615,883 | 495,229 | (7.1) | % | 31.5 | % | — | % | 24.4 | % | ||
| Advanced Technology Solutions | 453,905 | 418,493 | 8.0 | % | — | % | 0.5 | % | 8.5 | % | ||
| Total sales | $ | 2,039,867 | $ | 1,945,439 | (3.1) | % | 8.1 | % | (0.1) | % | 4.9 | % |
| SALES BY GEOGRAPHIC REGION | ||||||||||||
| Americas | $ | 874,868 | $ | 855,456 | (10.0) | % | 13.1 | % | (0.8) | % | 2.3 | % |
| Europe | 526,878 | 540,750 | (8.7) | % | 5.0 | % | 1.1 | % | (2.6) | % | ||
| Asia Pacific | 638,121 | 549,233 | 13.1 | % | 3.1 | % | — | % | 16.2 | % | ||
| Total sales | $ | 2,039,867 | $ | 1,945,439 | (3.1) | % | 8.1 | % | (0.1) | % | 4.9 | % |
NORDSON CORPORATION
RECONCILIATION OF NON-GAAP MEASURES - NET INCOME TO EBITDA (Unaudited)
(Dollars in thousands)
| Three Months Ended | Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| July 31, 2025 | July 31, 2024 | July 31, 2025 | July 31, 2024 | |||||
| Net income | $ | 125,784 | $ | 117,327 | $ | 332,840 | $ | 345,116 |
| Income taxes | 33,340 | 32,107 | 81,909 | 92,293 | ||||
| Interest expense - net | 25,698 | 17,776 | 77,335 | 56,729 | ||||
| Other (income) expense - net | 2,945 | (152) | 5,380 | 971 | ||||
| Depreciation and amortization | 37,847 | 33,382 | 112,454 | 99,646 | ||||
| Inventory step-up amortization (1) | — | — | 3,135 | 2,944 | ||||
| Severance and other (1) | 451 | 2,536 | 16,725 | 4,615 | ||||
| Acquisition-related costs (1) | 235 | 5,160 | 1,778 | 5,757 | ||||
| Divestiture and related charges (2) | 12,211 | — | 12,211 | — | ||||
| EBITDA (non-GAAP) (3) | $ | 238,511 | $ | 208,136 | $ | 643,767 | $ | 608,071 |
(1) Represents cost reduction actions as well as fees and non-cash inventory charges associated with acquisitions.
(2) Represents asset impairment and other charges associated with the exit of the medical contract manufacturing business.
(3) 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 | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| July 31, 2025 | July 31, 2024 | July 31, 2025 | July 31, 2024 | |||||||||
| SALES BY SEGMENT | ||||||||||||
| Industrial Precision Solutions | $ | 350,784 | $ | 348,997 | $ | 970,079 | $ | 1,031,717 | ||||
| Medical and Fluid Solutions | 219,465 | 166,737 | 615,883 | 495,229 | ||||||||
| Advanced Technology Solutions | 171,260 | 145,870 | 453,905 | 418,493 | ||||||||
| Total sales | $ | 741,509 | $ | 661,604 | $ | 2,039,867 | $ | 1,945,439 | ||||
| OPERATING PROFIT | ||||||||||||
| Industrial Precision Solutions | $ | 116,720 | $ | 115,023 | $ | 308,153 | $ | 340,043 | ||||
| Medical and Fluid Solutions | 52,500 | 48,374 | 150,241 | 143,467 | ||||||||
| Advanced Technology Solutions | 36,877 | 26,032 | 86,558 | 65,029 | ||||||||
| Corporate | (18,330) | (22,371) | (47,488) | (53,430) | ||||||||
| Total operating profit | $ | 187,767 | $ | 167,058 | $ | 497,464 | $ | 495,109 | ||||
| OPERATING PROFIT ADJUSTMENTS (1) | ||||||||||||
| Industrial Precision Solutions | $ | — | $ | 2,536 | $ | 9,823 | $ | 6,077 | ||||
| Medical and Fluid Solutions | 12,968 | — | 19,589 | — | ||||||||
| Advanced Technology Solutions | (71) | — | 3,217 | 2,078 | ||||||||
| Corporate | — | 5,160 | 1,220 | 5,161 | ||||||||
| Total adjustments | $ | 12,897 | $ | 7,696 | $ | 33,849 | $ | 13,316 | ||||
| DEPRECIATION & AMORTIZATION | ||||||||||||
| Industrial Precision Solutions | $ | 13,410 | $ | 13,047 | $ | 38,477 | $ | 38,404 | ||||
| Medical and Fluid Solutions | 17,685 | 13,553 | 54,193 | 40,822 | ||||||||
| Advanced Technology Solutions | 4,740 | 4,841 | 14,058 | 14,509 | ||||||||
| Corporate | 2,012 | 1,941 | 5,726 | 5,911 | ||||||||
| Total depreciation & amortization | $ | 37,847 | $ | 33,382 | $ | 112,454 | $ | 99,646 | ||||
| EBITDA (NON-GAAP) (2) | ||||||||||||
| Industrial Precision Solutions | $ | 130,130 | 37% | $ | 130,606 | 37% | $ | 356,453 | 37% | $ | 384,524 | 37% |
| Medical and Fluid Solutions | 83,153 | 38% | 61,927 | 37% | 224,023 | 36% | 184,289 | 37% | ||||
| Advanced Technology Solutions | 41,546 | 24% | 30,873 | 21% | 103,833 | 23% | 81,616 | 20% | ||||
| Corporate | (16,318) | (15,270) | (40,542) | (42,358) | ||||||||
| Total EBITDA | $ | 238,511 | 32% | $ | 208,136 | 31% | $ | 643,767 | 32% | $ | 608,071 | 31% |
(1) Represents cost reduction actions, fees and non-cash inventory charges associated with acquisitions, and asset impairment and other charges associated with the exit of the medical contract manufacturing business.
(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 and business exit costs, 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, 2025 | July 31, 2024 | July 31, 2025 | July 31, 2024 | |||||
| GAAP AS REPORTED | ||||||||
| Operating profit | $ | 187,767 | $ | 167,058 | $ | 497,464 | $ | 495,109 |
| Other / interest expense - net | (28,643) | (17,624) | (82,715) | (57,700) | ||||
| Net income | 125,784 | 117,327 | 332,840 | 345,116 | ||||
| Diluted earnings per share | $ | 2.22 | $ | 2.04 | $ | 5.83 | $ | 5.99 |
| Shares outstanding - diluted | 56,728 | 57,624 | 57,084 | 57,620 | ||||
| OPERATING PROFIT ADJUSTMENTS | ||||||||
| Inventory step-up amortization | $ | — | $ | — | $ | 3,135 | $ | 2,944 |
| Acquisition costs | 235 | 5,160 | 1,778 | 5,757 | ||||
| Severance and other | 451 | 2,536 | 16,725 | 4,615 | ||||
| Divestiture and related charges | 12,211 | — | 12,211 | — | ||||
| ACQUISITION AMORTIZATION OF INTANGIBLES | $ | 20,092 | $ | 19,202 | 59,099 | 57,412 | ||
| NON-OPERATING EXPENSE ADJUSTMENTS | ||||||||
| Entity liquidation | $ | — | $ | — | $ | 988 | $ | — |
| Total adjustments | $ | 32,989 | $ | 26,898 | $ | 93,936 | $ | 70,728 |
| Adjustments net of tax | $ | 29,084 | $ | 21,134 | $ | 78,451 | $ | 55,804 |
| EPS effect of adjustments | $ | 0.51 | $ | 0.37 | $ | 1.37 | $ | 0.97 |
| NON-GAAP MEASURES-ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE | ||||||||
| Net income (1) | $ | 154,868 | $ | 138,461 | $ | 411,291 | $ | 400,920 |
| Diluted earnings per share (2) | $ | 2.73 | $ | 2.41 | $ | 7.20 | $ | 6.96 |
(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 | ||||||
|---|---|---|---|---|---|---|
| July 31, 2025 | April 30, 2025 | |||||
| Net cash provided by operating activities | $ | 516,264 | $ | 278,292 | ||
| Additions to property, plant and equipment | (49,002) | (37,439) | ||||
| Free Cash Flow - Year to Date (1) | $ | 467,262 | $ | 240,853 | ||
| Free Cash Flow - Quarter to Date (1) | $ | 226,409 | ||||
| Net Income - Year to Date | $ | 332,840 | $ | 345,116 | ||
| Free Cash Flow Conversion - Year to Date (2) | 140 | % | 70 | % | ||
| Net Income - Quarter to Date | $ | 125,784 | ||||
| Free Cash Flow Conversion - Quarter to Date (2) | 180 | % | ||||
| Year to Date | ||||||
| July 31, 2024 | April 30, 2024 | |||||
| Net cash provided by operating activities | $ | 459,812 | $ | 294,964 | ||
| Additions to property, plant and equipment | (43,786) | (21,907) | ||||
| Free Cash Flow - Year to Date (1) | $ | 416,026 | $ | 273,057 | ||
| Free Cash Flow - Quarter to Date (2) | $ | 142,969 |
(1) Free Cash Flow 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 is a non-GAAP measure used by management to evaluate the Company's ongoing operations and is defined as Free Cash Flow divided by Net Income.
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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