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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)
Ohio000-0797734-0590250
(State or Other
Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
28601 Clemens Road
Westlake, Ohio 44145
(Address of Principal Executive
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 ClassTrading Symbol(s)Name of Each Exchange
On Which Registered
Common Shares, without par valueNDSNNasdaq 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.
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, 2024By:/s/ Stephen Shamrock
Stephen Shamrock
Chief Accounting Officer







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.
1





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.

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NORDSON CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Dollars in thousands except for per-share amounts)
Three Months EndedSix Months Ended
April 30, 2024April 30, 2023April 30, 2024April 30, 2023
Sales$650,642 $650,165 $1,283,835 $1,260,642 
Cost of sales284,765 298,040 569,531 579,650 
Gross profit365,877 352,125 714,304 680,992 
Gross margin %56.2 %54.2 %55.6 %54.0 %
Selling & administrative expenses197,261 179,618 386,253 364,266 
Operating profit168,616 172,507 328,051 316,726 
Interest expense - net(18,555)(9,475)(38,953)(19,418)
Other expense - net(785)(1,405)(1,123)(4,601)
Income before income taxes149,276 161,627 287,975 292,707 
Income taxes31,059 34,064 60,186 60,883 
Net income$118,217 $127,563 $227,789 $231,824 
Weighted-average common shares outstanding:
Basic57,222 57,184 57,142 57,177 
Diluted57,681 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 


3





NORDSON CORPORATION
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollars in thousands)
April 30, 2024October 31, 2023
Cash and cash equivalents$125,446 $115,679 
Receivables - net530,283 590,886 
Inventories - net443,578 454,775 
Other current assets86,283 67,970 
Total current assets1,185,590 1,229,310 
Property, plant and equipment - net395,595 392,846 
Goodwill2,782,909 2,784,201 
Other assets807,777 845,413 
$5,171,871 $5,251,770 
Notes payable and debt due within one year$119,328 $115,662 
Accounts payable and accrued liabilities416,683 466,427 
Total current liabilities536,011 582,089 
Long-term debt1,414,363 1,621,394 
Other liabilities433,226 450,227 
Total shareholders' equity2,788,271 2,598,060 
$5,171,871 $5,251,770 

4





NORDSON CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
(Dollars in thousands)
Six Months Ended
April 30, 2024April 30, 2023
Cash flows from operating activities:
Net income$227,789 $231,824 
Depreciation and amortization66,264 53,535 
Other non-cash items10,281 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 - net6,730 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 shares27,219 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 equivalents9,767 (34,384)
Cash and cash equivalents:
Beginning of period115,679 163,457 
End of period$125,446 $129,073 

5





NORDSON CORPORATION
SALES BY GEOGRAPHIC SEGMENT (Unaudited)
(Dollars in thousands)
Three Months EndedSales Variance
April 30, 2024April 30, 2023OrganicAcquisitionsCurrencyTotal
SALES BY SEGMENT
Industrial Precision Solutions$366,991 $335,807 1.5 %8.6 %(0.8)%9.3 %
Medical and Fluid Solutions168,966 166,526 1.8 %— %(0.3)%1.5 %
Advanced Technology Solutions114,685 147,832 (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 %
Europe182,070 167,904 (4.4)%12.5 %0.3 %8.4 %
Asia Pacific174,144 203,530 (12.3)%0.7 %(2.8)%(14.4)%
Total sales$650,642 $650,165 (3.7)%4.5 %(0.7)%0.1 %
Six Months EndedSales Variance
April 30, 2024April 30, 2023OrganicAcquisitionsCurrencyTotal
SALES BY SEGMENT
Industrial Precision Solutions$721,538 $647,353 1.9 %9.6 %— %11.5 %
Medical and Fluid Solutions328,492 320,813 2.4 %— %— %2.4 %
Advanced Technology Solutions233,805 292,476 (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 %
Europe361,380 330,843 (5.7)%13.4 %1.5 %9.2 %
Asia Pacific354,015 386,189 (6.7)%0.7 %(2.3)%(8.3)%
Total sales$1,283,835 $1,260,642 (2.9)%4.9 %(0.2)%1.8 %
6





NORDSON CORPORATION
RECONCILIATION OF NON-GAAP MEASURES - NET INCOME TO EBITDA (Unaudited)
(Dollars in thousands)
Three Months EndedSix Months Ended
April 30, 2024April 30, 2023April 30, 2024April 30, 2023
Net income$118,217 $127,563 $227,789 $231,824 
Income taxes31,059 34,064 60,186 60,883 
Interest expense - net18,555 9,475 38,953 19,418 
Other expense - net785 1,405 1,123 4,601 
Depreciation and amortization32,720 27,100 66,264 53,535 
Inventory step-up amortization (1)
— — 2,944 4,306 
Severance and other2,078 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.
7





NORDSON CORPORATION
RECONCILIATION OF NON-GAAP MEASURES - EBITDA (Unaudited)
(Dollars in thousands)
Three Months EndedSix Months Ended
April 30, 2024April 30, 2023April 30, 2024April 30, 2023
SALES BY SEGMENT
Industrial Precision Solutions$366,991 $335,807 $721,538 $647,353 
Medical and Fluid Solutions168,966 166,526 328,492 320,813 
Advanced Technology Solutions114,685 147,832 233,805 292,476 
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 Solutions48,993 47,922 95,093 87,307 
Advanced Technology Solutions18,784 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 Solutions2,078 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 Solutions13,564 13,683 27,269 27,308 
Advanced Technology Solutions3,284 4,010 6,725 7,822 
Corporate1,952 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 Solutions62,557 37%63,084 38%122,362 37%116,094 36%
Advanced Technology Solutions24,146 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.
8





NORDSON CORPORATION
RECONCILIATION OF NON-GAAP MEASURES - ADJUSTED NET INCOME AND EARNINGS PER SHARE (Unaudited)
(Dollars in thousands)
Three Months EndedSix Months Ended
April 30, 2024April 30, 2023April 30, 2024April 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 income118,217 127,563 227,789 231,824 
Diluted earnings per share$2.05 $2.21 $3.95 $4.02 
Shares outstanding - diluted57,681 57,680 57,617 57,721 
OPERATING PROFIT ADJUSTMENTS
Inventory step-up amortization$— $— $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
9
v3.24.1.1.u2
Cover
May 20, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 20, 2024
Entity Registrant Name NORDSON CORPORATION
Amendment Flag false
Entity Central Index Key 0000072331
Entity Incorporation, State or Country Code OH
Entity File Number 000-07977
Entity Tax Identification Number 34-0590250
Entity Address, Address Line One 28601 Clemens Road
Entity Address, City or Town Westlake
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44145
City Area Code 440
Local Phone Number 892-1580
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Shares, without par value
Trading Symbol NDSN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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