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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): August 21, 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 August 21, 2024, Nordson Corporation issued a press release relating to its results of operations for the third quarter of fiscal 2024. A copy is attached as Exhibit 99.1.
Item 7.01.    Regulation FD Disclosure.
Nordson Corporation will provide additional commentary on third quarter fiscal 2024 results and outlook during a webcast on Thursday, August 22, 2024 at 8:30 a.m. eastern time, which can be accessed at https://investors.nordson.com. For persons unable to listen to the live broadcast, a replay will be available after the event.
As provided in General Instruction B.2 of Form 8-K, the information contained in Items 2.02 and 7.01 of this Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall any such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Press release of Nordson Corporation dated August 21, 2024.
104
Cover Page Interactive Data File (embedded within the inline XBRL document).


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
NORDSON CORPORATION
Date:August 21, 2024By:/s/ Stephen Shamrock
Stephen Shamrock
Chief Accounting Officer








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

Third Quarter Highlights:
•Sales were $662 million, an increase of 2% year-over-year and in-line with mid-point of guidance
•Earnings per diluted share were $2.04
•Adjusted earnings per diluted share were $2.41, $0.08 above the mid-point of guidance

Updated Full-Year Guidance:
•Increasing full fiscal year 2024 revenue guidance to reflect the addition of Atrion acquisition
•Maintaining full fiscal year 2024 adjusted earnings per diluted share guidance, inclusive of the slightly dilutive fourth quarter Atrion acquisition impact
WESTLAKE, Ohio--(BUSINESS WIRE)--August 21, 2024--Nordson Corporation (Nasdaq: NDSN) today reported results for the fiscal third quarter ended July 31, 2024. Sales were $662 million, compared to the prior year’s third quarter sales of $649 million. The third quarter 2024 sales included a favorable acquisition impact of 4%, partially offset by an organic sales decrease of 1% and unfavorable currency translation of 1%. The organic sales decrease was driven by lower demand in electronics and medical product lines, partially offset by growth in packaging, nonwovens, and optical sensors product lines.
Net income was $117 million, or $2.04 of earnings per diluted share, compared to prior year’s third quarter net income of $128 million, or $2.22 of earnings per diluted share. Adjusted net income was $138 million, a decrease from the prior year adjusted net income of $147 million. Third quarter 2024 adjusted earnings per diluted share were $2.41, a 6% decrease from the prior year adjusted earnings per diluted share of $2.55. The decrease reflects increased interest expense from prior year acquisitions and slightly lower overall operating margins.
EBITDA in the third quarter was $208 million, or 31% of sales, compared to prior year EBITDA of $208 million, or 32% of sales. EBITDA was flat as improved gross margins were offset by higher selling and administrative expenses, including the first-year effect of the ARAG acquisition.

Commenting on the Company’s fiscal 2024 third quarter results, Nordson President and Chief Executive Officer Sundaram Nagarajan said, “We delivered third quarter revenue in line with our expectations, driven by strong organic growth in our industrial product lines. Our Advanced Technology Solutions segment sequentially grew compared to second quarter, as order entry steadily improves in electronics end markets. Across the company, the teams executed another solid operating performance delivering strong gross margins and 31% EBITDA margin. Overall, I am pleased with our focus on the customer while managing profitability well against headwinds in select businesses.”
Third Quarter Segment Results
Industrial Precision Solutions sales of $371 million increased 10% from the prior year, inclusive of a favorable acquisition impact of 7%, an organic sales increase of 4% and unfavorable currency translation of 1%. The organic sales increase was driven primarily by packaging and nonwovens product lines. Operating profit was $118 million, an increase of $3 million from the prior year. EBITDA in the quarter was $135 million, or 36% of sales, a 10% increase from the prior year third quarter EBITDA of $122 million, or 36% of sales. The year-over-year increase was driven by the ARAG acquisition, and higher organic sales and gross profit.
Medical and Fluid Solutions sales of $167 million decreased 2% compared to the prior year third quarter. The decrease was driven by lower demand in interventional solutions and fluid components product lines. Operating profit was $48 million, a decrease of $6 million from the prior year. EBITDA in the quarter was $62 million, or 37% of sales, down versus the prior year third quarter EBITDA of $68 million, or 40% of sales.
Advanced Technology Solutions sales of $124 million decreased 11% compared to the prior year third quarter, driven by lower organic sales and unfavorable currency translation of 1%. While sequentially higher, the organic sales decrease compared to prior year was driven by softness in electronics processing and x-ray and test product lines, offset by growth in optical sensors
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product lines. Operating profit was $23 million, a decrease of $4 million from the prior year. EBITDA in the quarter was $26 million, or 21% of sales, a decrease from the prior year third quarter EBITDA of $33 million, or 24% of sales.
Outlook
The Company is entering the fourth quarter of fiscal 2024 with approximately $650 million in backlog, which continues to normalize and remain concentrated in systems businesses. Based on current visibility and order entry trends, the Company is increasing its full-year revenue guidance range to $2,665 million - $2,705 million, inclusive of revenue from the Atrion acquisition in the fiscal fourth quarter. The Company is tightening full-year adjusted earnings per diluted share to the range of $9.45 - $9.65, unchanged at the midpoint, though now inclusive of the slightly dilutive Atrion impact in the fiscal fourth quarter.

Reflecting on the outlook, Nagarajan continued, “Throughout 2024, we have remained focused on delivering high quality operating performance in a dynamic environment. The diversification of our product portfolio, geographic exposure, mix of recurring revenue, in addition to the NBS Next growth framework and the contributions of our recent acquisitions, are positioning us well to end the year in line with record fiscal 2023 revenue. I remain pleased with our ability to manage profitability during this period, while remaining invested in the long-term objectives of the business.”
Nordson management will provide additional commentary on these results and outlook during its previously announced webcast on Thursday, August 22, 2024 at 8:30 a.m. eastern time, which can be accessed at https://investors.nordson.com. Information about Nordson’s investor relations and shareholder services is available from Lara Mahoney, vice president, investor relations and corporate communications at (440) 204-9985 or lara.mahoney@nordson.com.
The Company’s definition of adjusted earnings excludes acquisition related amortization for both current and historical periods. It is not possible for the Company to identify the amount or significance of future adjustments associated with acquisition and integration costs, restructuring costs, acquisition-related amortization, certain non-operating or income tax items, or other non-routine costs that the Company adjusts in the presentation of adjusted earnings guidance. These items are dependent on future events that are not reasonably estimable at this time. Accordingly, the Company is unable to reconcile without unreasonable effort the forecasted range of adjusted earnings guidance to a comparable GAAP range.
Certain statements contained in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “anticipates,” “believes,” “projects,” “forecasts,” “outlook,” “guidance,” “continue,” “target,” or the negative of these terms or comparable terminology. These statements reflect management’s current expectations and involve a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, U.S. and international economic conditions; financial and market conditions; currency exchange rates and devaluations; possible acquisitions, including the Company’s ability to successfully integrate acquisitions; the Company’s ability to successfully divest or dispose of businesses that are deemed not to fit with its strategic plan; the effects of changes in U.S. trade policy and trade agreements; the effects of changes in tax law; and the possible effects of events beyond our control, such as political unrest, including the conflict between Russia and Ukraine, acts of terror, natural disasters and pandemics, including the recent coronavirus (COVID-19) pandemic and the other factors discussed in Item 1A (Risk Factors) in the Company’s most recently filed Annual Report on Form 10-K and in its Forms 10-Q filed with the Securities and Exchange Commission, which should be reviewed carefully. The Company undertakes no obligation to update or revise any forward-looking statement in this press release.

Nordson Corporation is an innovative precision technology company that leverages a scalable growth framework through an entrepreneurial, division-led organization to deliver top tier growth with leading margins and returns. The Company’s direct sales model and applications expertise serves global customers through a wide variety of critical applications. Its diverse end market exposure includes consumer non-durable, medical, electronics and industrial end markets. Founded in 1954 and headquartered in Westlake, Ohio, the Company has operations and support offices in over 35 countries. Visit Nordson on the web at www.nordson.com, linkedin/Nordson, or www.facebook.com/nordson.

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NORDSON CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Dollars in thousands except for per-share amounts)
Three Months EndedNine Months Ended
July 31, 2024July 31, 2023July 31, 2024July 31, 2023
Sales$661,604 $648,677 $1,945,439 $1,909,319 
Cost of sales292,603 288,357 862,134 868,007 
Gross profit369,001 360,320 1,083,305 1,041,312 
Gross margin %55.8 %55.5 %55.7 %54.5 %
Selling & administrative expenses201,943 189,324 588,196 553,590 
Operating profit167,058 170,996 495,109 487,722 
Interest expense - net(17,776)(11,486)(56,729)(30,904)
Other income (expense) - net152 2,542 (971)(2,059)
Income before income taxes149,434 162,052 437,409 454,759 
Income taxes32,107 34,161 92,293 95,044 
Net income$117,327 $127,891 $345,116 $359,715 
Weighted-average common shares outstanding:
Basic57,229 56,989 57,171 57,114 
Diluted57,624 57,530 57,620 57,657 
Earnings per share:
Basic earnings$2.05 $2.24 $6.04 $6.30 
Diluted earnings$2.04 $2.22 $5.99 $6.24 


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NORDSON CORPORATION
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollars in thousands)
July 31, 2024October 31, 2023
Cash and cash equivalents$165,324 $115,679 
Receivables - net538,541 590,886 
Inventories - net438,167 454,775 
Other current assets82,106 67,970 
Total current assets1,224,138 1,229,310 
Property, plant and equipment - net401,415 392,846 
Goodwill2,785,773 2,784,201 
Other assets793,044 845,413 
$5,204,370 $5,251,770 
Notes payable and debt due within one year$96,288 $115,662 
Accounts payable and accrued liabilities421,979 466,427 
Total current liabilities518,267 582,089 
Long-term debt1,398,155 1,621,394 
Other liabilities434,191 450,227 
Total shareholders' equity2,853,757 2,598,060 
$5,204,370 $5,251,770 

4






NORDSON CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
(Dollars in thousands)
Nine Months Ended
July 31, 2024July 31, 2023
Cash flows from operating activities:
Net income$345,116 $359,715 
Depreciation and amortization99,646 80,637 
Other non-cash items15,435 18,523 
Changes in operating assets and liabilities and other(385)19,197 
Net cash provided by operating activities    459,812 478,072 
Cash flows from investing activities:
Additions to property, plant and equipment(43,786)(24,244)
Acquisition of businesses, net of cash acquired— (377,843)
Other - net8,896 91 
Net cash used in investing activities(34,890)(401,996)
Cash flows from financing activities:
Issuance (repayment) of long-term debt(244,355)73,956 
Repayment of finance lease obligations(4,505)(4,769)
Dividends paid(116,789)(111,547)
Issuance of common shares29,142 18,449 
Purchase of treasury shares(34,105)(78,163)
Net cash provided used in financing activities(370,612)(102,074)
Effect of exchange rate change on cash:(4,665)5,679 
Net change in cash and cash equivalents49,645 (20,319)
Cash and cash equivalents:
Beginning of period115,679 163,457 
End of period$165,324 $143,138 

5






NORDSON CORPORATION
SALES BY GEOGRAPHIC SEGMENT (Unaudited)
(Dollars in thousands)
Three Months EndedSales Variance
July 31, 2024July 31, 2023OrganicAcquisitionsCurrencyTotal
SALES BY SEGMENT
Industrial Precision Solutions$370,561 $338,257 3.6 %7.4 %(1.4)%9.6 %
Medical and Fluid Solutions166,737 170,871 (2.0)%— %(0.4)%(2.4)%
Advanced Technology Solutions124,306 139,549 (10.2)%— %(0.7)%(10.9)%
Total sales$661,604 $648,677 (0.9)%3.8 %(0.9)%2.0 %
SALES BY GEOGRAPHIC REGION
Americas$287,016 $290,515 (3.4)%2.4 %(0.2)%(1.2)%
Europe179,370 167,536 (2.0)%9.8 %(0.7)%7.1 %
Asia Pacific195,218 190,626 4.1 %0.8 %(2.5)%2.4 %
Total sales$661,604 $648,677 (0.9)%3.8 %(0.9)%2.0 %
Nine Months EndedSales Variance
July 31, 2024July 31, 2023OrganicAcquisitionsCurrencyTotal
SALES BY SEGMENT
Industrial Precision Solutions$1,092,099 $985,610 2.5 %8.8 %(0.5)%10.8 %
Medical and Fluid Solutions495,229 491,683 0.9 %— %(0.2)%0.7 %
Advanced Technology Solutions358,111 432,026 (16.6)%— %(0.5)%(17.1)%
Total sales$1,945,439 $1,909,319 (2.2)%4.5 %(0.4)%1.9 %
SALES BY GEOGRAPHIC REGION
Americas$855,456 $834,125 (0.3)%2.7 %0.2 %2.6 %
Europe540,750 498,379 (4.5)%12.2 %0.8 %8.5 %
Asia Pacific549,233 576,815 (3.1)%0.7 %(2.4)%(4.8)%
Total sales$1,945,439 $1,909,319 (2.2)%4.5 %(0.4)%1.9 %
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NORDSON CORPORATION
RECONCILIATION OF NON-GAAP MEASURES - NET INCOME TO EBITDA (Unaudited)
(Dollars in thousands)
Three Months EndedNine Months Ended
July 31, 2024July 31, 2023July 31, 2024July 31, 2023
Net income$117,327 $127,891 $345,116 $359,715 
Income taxes32,107 34,161 92,293 95,044 
Interest expense - net17,776 11,486 56,729 30,904 
Other expense - net(152)(2,542)971 2,059 
Depreciation and amortization33,382 27,102 99,646 80,637 
Inventory step-up amortization (1)
— — 2,944 4,306 
Severance and other2,536 2,049 4,615 5,487 
Acquisition-related costs (1)
5,160 7,732 5,757 13,721 
EBITDA (non-GAAP) (2)
$208,136 $207,879 $608,071 $591,873 
(1) Represents fees, severance and non-cash inventory charges associated with acquisitions.
(2) EBITDA is a non-GAAP measure used by management to evaluate the Company's ongoing operations. EBITDA is defined as operating profit plus certain adjustments, such as severance, fees and non-cash inventory charges associated with acquisitions, plus depreciation and amortization.

7






NORDSON CORPORATION
RECONCILIATION OF NON-GAAP MEASURES - EBITDA (Unaudited)
(Dollars in thousands)
Three Months EndedNine Months Ended
July 31, 2024July 31, 2023July 31, 2024July 31, 2023
SALES BY SEGMENT
Industrial Precision Solutions$370,561 $338,257 $1,092,099 $985,610 
Medical and Fluid Solutions166,737 170,871 495,229 491,683 
Advanced Technology Solutions124,306 139,549 358,111 432,026 
Total sales$661,604 $648,677 $1,945,439 $1,909,319 
OPERATING PROFIT
Industrial Precision Solutions$118,110 $115,346 $344,305 $329,439 
Medical and Fluid Solutions48,374 54,019 143,467 141,326 
Advanced Technology Solutions22,945 27,083 60,767 70,136 
Corporate(22,371)(25,452)(53,430)(53,179)
Total operating profit$167,058 $170,996 $495,109 $487,722 
OPERATING PROFIT ADJUSTMENTS (1)
Industrial Precision Solutions$2,536 $— $6,077 $— 
Medical and Fluid Solutions— — — 1,479 
Advanced Technology Solutions— 2,049 2,078 14,303 
Corporate5,160 7,732 5,161 7,732 
Total adjustments$7,696 $9,781 $13,316 $23,514 
DEPRECIATION & AMORTIZATION
Industrial Precision Solutions$14,521 $7,036 $42,821 $21,166 
Medical and Fluid Solutions13,553 14,133 40,822 41,441 
Advanced Technology Solutions3,368 3,834 10,093 11,656 
Corporate1,940 2,099 5,910 6,374 
Total depreciation & amortization$33,382 $27,102 $99,646 $80,637 
EBITDA (NON-GAAP) (2)
Industrial Precision Solutions$135,167 36%$122,382 36%$393,203 36%$350,605 36%
Medical and Fluid Solutions61,927 37%68,152 40%184,289 37%184,246 37%
Advanced Technology Solutions26,313 21%32,966 24%72,938 20%96,095 22%
Corporate(15,271)(15,621)(42,359)(39,073)
Total EBITDA$208,136 31%$207,879 32%$608,071 31%$591,873 31%
(1) Represents severance as well as fees and non-cash inventory charges associated with acquisitions.
(2) EBITDA is a non-GAAP measure used by management to evaluate the Company's ongoing operations. EBITDA is defined as operating profit plus certain adjustments, such as severance, fees and non-cash inventory charges associated with acquisitions, plus depreciation and amortization.
8






NORDSON CORPORATION
RECONCILIATION OF NON-GAAP MEASURES - ADJUSTED NET INCOME AND EARNINGS PER SHARE (Unaudited)
(Dollars in thousands)
Three Months EndedNine Months Ended
July 31, 2024July 31, 2023July 31, 2024July 31, 2023
GAAP AS REPORTED
Operating profit$167,058 $170,996 $495,109 $487,722 
Other / interest expense - net(17,624)(8,944)(57,700)(32,963)
Net income117,327 127,891 345,116 359,715 
Diluted earnings per share$2.04 $2.22 $5.99 $6.24 
Shares outstanding - diluted57,624 57,530 57,620 57,657 
OPERATING PROFIT ADJUSTMENTS
Inventory step-up amortization$— $— $2,944 $4,306 
Acquisition-related costs5,160 7,732 5,757 13,721 
Severance and other 2,536 2,049 4,615 5,487 
ACQUISITION AMORTIZATION OF INTANGIBLES$19,202 $13,922 57,412 41,839 
Total adjustments$26,898 $23,703 $70,728 $65,353 
Adjustments net of tax$21,134 $18,706 $55,804 $51,694 
EPS effect of adjustments and other discrete tax items$0.37 $0.33 $0.97 $0.90 
NON-GAAP MEASURES-ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE
Adjusted Net income (1)
$138,461 $146,597 $400,920 $411,409 
Adjusted Diluted earnings per share (2)
$2.41 $2.55 $6.96 $7.14 
(1) Adjusted net income is a non-GAAP measure defined as net income plus tax effected adjustments and other discrete tax items.
(2) Adjusted earnings per share is a non-GAAP measure defined as GAAP EPS adjusted for tax effected adjustments and other discrete tax items.

Management uses certain non-GAAP measures, such as adjusted net income, adjusted EPS and EBITDA, internally to make strategic decisions, forecast future results, and evaluate the Company's current performance. Given management's use of these non-GAAP measures, the Company believes these measures are important to investors in understanding the Company's current and future operating results as seen through the eyes of management. In addition, management believes these non-GAAP measures are useful to investors in enabling them to better assess changes in the Company's core business across different time periods. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures to other companies' non-GAAP financial measures, even if they have similar names. Amounts may not add due to rounding.
Contact
Lara Mahoney
Vice President, Investor Relations & Corporate Communications
440.204.9985
Lara.Mahoney@nordson.com
9
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Cover
Aug. 21, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 21, 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
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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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