NORDSON CORP - Quarter Report: 2025 April (Form 10-Q)

See accompanying notes.

Consolidated Statements of Comprehensive Income

Three Months Ended

Six Months Ended

(In thousands)

April 30, 2025

April 30, 2024

April 30, 2025

April 30, 2024

Net income

Components of other comprehensive income (loss):

Foreign currency translation adjustments

()

Total current liabilities

Long-term debt

Operating lease liability - noncurrent

Deferred income taxes

Postretirement obligations

Pension obligations

Finance lease liability - noncurrent

Other long-term liabilities

Shareholders' equity:

Common shares

Capital in excess of stated value

Retained earnings

Accumulated other comprehensive loss

()

Common shares in treasury, at cost

()

Total shareholders' equity

Total liabilities and shareholders' equity

See accompanying notes.

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Consolidated Statements of Shareholders’ Equity

Six Months Ended April 30, 2025

(In thousands, except for share and per share data)

Common
Shares

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Common
Shares in
Treasury,
at cost

TOTAL

November 1, 2024

()

Shares issued under company stock and employee benefit plans

—

Stock-based compensation

—

Purchase of treasury shares

—

()

Dividends declared ($ per share)

—

()

—

()

Net income

—

Other Comprehensive Income (Loss):

Foreign currency translation adjustments

—

()

—

()

Defined benefit pension and post-retirement
plan adjustments

—

January 31, 2025

()

Shares issued under company stock and employee benefit plans

—

Stock-based compensation

—

Purchase of treasury shares

—

()

Dividends declared ($ per share)

—

()

—

()

Net income

—

Other Comprehensive Income (Loss):

Foreign currency translation adjustments

—

Defined benefit pension and post-retirement
plan adjustments

—

()

—

()

April 30, 2025

()

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Six Months Ended April 30, 2024

(In thousands, except for share and per share data)

Common
Shares

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Common
Shares in
Treasury,
at cost

TOTAL

November 1, 2023

()

Shares issued under company stock and employee benefit plans

—

Stock-based compensation

—

Purchase of treasury shares

—

()

Dividends declared ($ per share)

—

()

—

()

Net income

—

Other Comprehensive Income (Loss):

Foreign currency translation adjustments

—

Defined benefit pension and post-retirement
plan adjustments

—

()

—

()

January 31, 2024

()

Shares issued under company stock and employee benefit plans

—

Stock-based compensation

—

Purchase of treasury shares

—

()

Dividends declared ($ per share)

—

()

—

()

Net income

—

Other Comprehensive Income (Loss):

Foreign currency translation adjustments

—

()

—

()

Defined benefit pension and post-retirement
plan adjustments

—

April 30, 2024

()

Net cash provided by operating activities Cash flows from investing activities:Additions to property, plant and equipment()()Proceeds from sale of property, plant and equipment Other Net cash used in investing activities()()Cash flows from financing activities:Proceeds from issuance of debt Repayment of debt()()Repayment of finance lease obligations()()Issuance of common shares in treasury Purchase of treasury shares()()Dividends paid()()Net cash used in financing activities()()Effect of exchange rate changes on cash ()Increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period$ $

See accompanying notes.

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Notes to Condensed Consolidated Financial Statements

April 30, 2025

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

In this Quarterly Report on Form 10-Q, all amounts related to United States dollars and foreign currency and to the number of Nordson Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands. Unless the context otherwise indicates, all references to “we” or the “Company” mean Nordson Corporation.

Unless otherwise noted, all references to years relate to our fiscal year ending October 31.

% or less or in which we do not have control but have the ability to exercise significant influence are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation.

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and , respectively. Options excluded from the calculation of diluted earnings per share for the six months ended April 30, 2025 and 2024 were and , respectively.

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, net of cash acquired, was funded using borrowings under our revolving credit facility and the 364-day term loan agreement with a group of banks for a delayed draw term loan facility in the aggregate principal amount of $ (the “364-Day Term Loan Agreement”) and cash on hand. Based on the fair value of the assets acquired and the liabilities assumed, a preliminary purchase price allocation resulted in the recognition of $ of goodwill and $ of identifiable intangible assets. The identifiable intangible assets consist primarily of $ of tradenames (amortized over years), $ of technology (amortized over years), and $ of customer relationships (amortized over years). Goodwill associated with the acquisition was not tax deductible. As of April 30, 2025, the purchase price allocation remains preliminary as we complete our assessment, principally related to income taxes. The financial results of the Atrion acquisition are not expected to have a material impact on our Consolidated Financial Statements.

The assets and liabilities acquired were as follows:


			August 21, 2024
Cash			$
Receivables - net
Inventories - net
Goodwill
Intangibles
Other assets
Total Assets			$

Accounts payable			$
Deferred income taxes
Other liabilities
Total Liabilities			$

and $ on April 30, 2025 and October 31, 2024, respectively. The provision income on receivables was $ and $ for the three and six months ended April 30, 2025, respectively, compared to provision for losses on receivables of $ and $ for the same periods a year ago, respectively. The remaining change in the allowance for credit losses is principally related to net write-off/recoveries of uncollectible accounts as well as currency translation.

$ Raw materials and component parts Work-in-process Obsolescence and other reserves()() $ $

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$ Land improvements Buildings Machinery and equipment Enterprise management system Construction-in-progress Leased property under finance leases Accumulated depreciation and amortization()() $ $

Depreciation expense was $ and $ for the three months ended April 30, 2025 and 2024, respectively. Depreciation expense was $ and $ for the six months ended April 30, 2025 and 2024, respectively.

$ $ $ Division transfer()— — Currency effect Balance at April 30, 2025$ $ $ $

Effective November 1, 2024, the Measurement and Control Solutions ("MCS") division was transferred from the Industrial Precision Solutions ("IPS") segment to the Advanced Technology Solutions ("ATS") segment due to an organizational change and determination that the economic and business characteristics of MCS better aligned with the Company’s ATS segment. The division transfer above reflects the transfer of goodwill from IPS to ATS as a result of this change.

In the first quarter of 2025, the Company also reassessed its reporting units for purposes of annual goodwill impairment testing due to a number of recent developments, including the status of integration activities associated with several significant acquisitions over the last few years and changes in the management of divisions, such as the transfer of MCS to the ATS segment. As a result of this reassessment and in consideration of the Company's management reporting structure, economic characteristics of the divisions and nature of the products and services of those divisions, the Company determined its reporting units should be the same as its operating segments: ATS, IPS and MFS. In accordance with ASC 350, Intangibles - Goodwill and Other, the Company properly assessed for indicators of impairment of goodwill at the time of the reporting unit change, concluding that no impairment existed.

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$ $ Patent/technology costs Trade name Non-compete agreements Other Total$ $ $ October 31, 2024 Carrying
AmountAccumulated
AmortizationNet Book
ValueCustomer relationships$ $ $ Patent/technology costs Trade name Non-compete agreements Other Total$ $ $

Amortization expense for the three months ended April 30, 2025 and 2024 was $ and $, respectively. Amortization expense for the six months ended April 30, 2025 and 2024 was $ and $, respectively.

$ $ $ Interest cost Expected return on plan assets()()()()Amortization of prior service credit ()()Amortization of net actuarial (gain) loss () Total benefit cost$ $ $ $ U.S.InternationalSix Months Ended2025202420252024Service cost$ $ $ $ Interest cost Expected return on plan assets()()()()Amortization of prior service credit ()()Amortization of net actuarial (gain) loss ()

The components of net periodic pension and other postretirement cost, other than service cost, are included in Other – net in our Condensed Consolidated Statements of Income.

% and %, respectively. The effective tax rate for the six months ended April 30, 2025 and 2024 was % and %, respectively. The effective tax rate for the three and six months ended April 30, 2025 is lower than the U.S. tax rate of % primarily due to the foreign-derived intangible income deduction.

)$()$()

Pension and other postretirement plan adjustments, net of tax of $

Foreign currency translation adjustments (a)

Balance at April 30, 2025$()$()$()

(a) Includes a net loss of $, net of tax of $, on net investment hedges.

common shares were authorized for grant under the 2021 Plan plus the number of shares that remained available to be granted under the 2012 Plan, as well as issuable under the CyberOptics equity plan. As of April 30, 2025, a total of common shares were available to be granted under the 2021 Plan.

Stock Options

Nonqualified or incentive stock options may be granted to our employees and directors. Generally, options granted to employees may be exercised beginning one year from the date of grant at a rate not exceeding percent per year and expire years from the date of grant. Vesting accelerates upon a qualified termination in connection with a change in control. In the event of termination of employment due to early retirement or normal retirement at age , options granted within months prior to

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months prior to termination fully vest. Termination for any other reason results in forfeiture of unvested options and vested options in certain circumstances. The amortized cost of options is accelerated if the retirement eligibility date occurs before the normal vesting date. Option exercises are satisfied through the issuance of treasury shares on a first-in, first-out basis. We recognized compensation expense related to stock options of $ and $ for the three and six months ended April 30, 2025, respectively, compared to $ and $ for the three and six months ended April 30, 2024, respectively.$ Granted Exercised() Forfeited or expired() Outstanding at April 30, 2025$ $ yearsExpected to vest$ $ yearsExercisable at April 30, 2025$ $ years

As of April 30, 2025, there was $ of total unrecognized compensation cost related to unvested stock options. That cost is expected to be amortized over a weighted average period of approximately years.

%-%%-%Expected dividend yield%-%%-%Risk-free interest rate%-%%-%Expected life of the option (in years)--

The weighted-average expected volatility used to value the 2025 and 2024 options was % and %, respectively.

Historical information was the primary basis for the selection of the expected volatility, expected dividend yield and the expected lives of the options. The risk-free interest rate was selected based upon yields of U.S. Treasury issues with a term equal to the expected life of the option being valued.

The weighted average grant date fair value of stock options granted during the six months ended April 30, 2025 and 2024 was $ and $, respectively.

The total intrinsic value of options exercised during the three months ended April 30, 2025 and 2024 was $ and $, respectively. The total intrinsic value of options exercised during the six months ended April 30, 2025 and 2024 was $ and $, respectively.

Cash received from the exercise of stock options for the six months ended April 30, 2025 and 2024 was $ and $, respectively.

Restricted Shares and Restricted Share Units

We may grant restricted shares and/or restricted share units to our employees and directors. These shares or units may not be transferred for a designated period of time (generally one to ) defined at the date of grant. We may also grant continuation awards in the form of restricted share units with cliff vesting and a performance measure that must be achieved for the restricted share units to vest.

For employee recipients, in the event of termination of employment due to early retirement, with the consent of the Company, restricted shares and units granted within months prior to termination are forfeited, and other restricted shares and units vest on a pro-rata basis, subject to the consent of the Compensation Committee. In the event of termination of employment due to normal retirement at age , restricted shares and units granted within months prior to termination are forfeited, and, for other restricted shares and units, the restriction period applicable to restricted shares will lapse and the shares will vest and be

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months prior to termination fully vest. Termination for any other reason prior to the lapse of any restrictions or vesting of units results in forfeiture of the shares or units.

For non-employee directors, all restrictions lapse in the event of disability or death of the non-employee director. Termination of service as a director for any other reason within one year of date of grant results in a pro-rata vesting of shares or units.

As shares or units are issued, stock-based compensation equivalent to the fair value on the date of grant is expensed over the vesting period.

$ Granted Forfeited()Vested()Restricted share units at April 30, 2025 $

As of April 30, 2025, there was $ of remaining expense to be recognized related to outstanding restricted share units, which is expected to be recognized over a weighted average period of years. The amount charged to expense related to restricted share units during each of the three months ended April 30, 2025 and 2024 was $ and $, respectively, compared to charges of $ and $ for the six months ended April 30, 2025 and 2024, respectively.

Performance Share Incentive Awards

Executive officers and selected other key employees are eligible to receive common share-based incentive awards. Payouts, in the form of unrestricted common shares, vary based on the degree to which corporate financial performance exceeds predetermined threshold, target and maximum performance goals over performance periods. No payout will occur unless threshold performance is achieved.

The amount of compensation expense is based upon current performance projections and the percentage of the requisite service that has been rendered. The calculations are based upon the grant date fair value, which is principally driven by the stock price on the date of grant. The per share values were $ in 2025, and $ for 2024. The amount charged to expense related to performance awards for the three months ended April 30, 2025 and 2024 was $ and $, respectively. For the six months ended April 30, 2025 and April 30, 2024, $ and $ were charged to expense, respectively. As of April 30, 2025, there was $ of unrecognized compensation cost related to performance share incentive awards.

Deferred Compensation

Our executive officers and other highly compensated employees may elect to defer up to percent of their base pay and cash incentive compensation, and for executive officers, up to percent of their share-based performance incentive payout each year. Additional share units are credited for quarterly dividends paid on our common shares. Expense related to dividends paid under this plan for the three months ended April 30, 2025 and 2024 was $ and $, respectively, compared to $ and $ for the six months ended April 30, 2025 and 2024, respectively.

Deferred Directors' Compensation

Non-employee directors may defer all or part of their cash and equity-based compensation until retirement. Cash compensation may be deferred as cash or as share equivalent units. Deferred cash amounts are recorded as liabilities, and share equivalent units are recorded as equity. Additional share equivalent units are earned when common share dividends are declared.

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$ Restricted stock units vested $ Distributions() Outstanding at April 30, 2025 $

The amount charged to expense related to director deferred compensation for the three months ended April 30, 2025 and 2024 was $ and $, respectively, compared to $ and $ for the six months ended April 30, 2025 and 2024, respectively.

) measured from the date of delivery or first use. We record an estimate for future warranty-related costs based on actual historical return rates. Based on analysis of return rates and other factors, the adequacy of our warranty provisions is adjusted as necessary. The liability for warranty costs is included in Accrued liabilities in the Consolidated Balance Sheets. $ Accruals for warranties Warranty payments()()Currency effect ()Ending balance$ $

primary operating segments: IPS, MFS and ATS. The composition of segments and measure of segment profitability is consistent with that used by our chief operating decision maker. The primary measure used by the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing performance is operating profit, which equals sales less cost of sales and certain operating expenses. Items below the operating profit line of the Condensed Consolidated Statements of Income (interest and investment income, interest expense and other income/expense) are excluded from the measure of segment profitability reviewed by our chief operating decision maker and are not presented by operating segment. The accounting policies of the segments are the same as those described in the Significant accounting policies Note.

Effective November 1, 2024, the MCS division was transferred from the IPS segment to the ATS segment due to an organizational change and determination that the economic and business characteristics of MCS better aligned with the Company’s ATS segment. Our segment reporting reflects this change and prior year financial information was revised to be comparable.

Industrial Precision Solutions: This segment focuses on delivering proprietary dispensing and processing technology, both standard and highly customized equipment, to diverse end markets. Product lines commonly reduce material consumption, increase line efficiency through precision dispensing, and enhance product brand and appearance. Components are used for dispensing adhesives, coatings, paint, finishes, sealants and other materials. This segment primarily serves the industrial, agricultural, consumer durables and non-durables markets.

Medical and Fluid Solutions: This segment includes the Company’s fluid management solutions for medical, high-tech industrial and other diverse end markets. Related plastic tubing, balloons, catheters, syringes, cartridges, tips and fluid connection components are used to dispense or control fluids within customers’ medical devices or products, as well as production processes.

Advanced Technology Solutions: This segment focuses on products serving electronics and consumer non-durable end markets. Advanced Technology Solutions products integrate our proprietary product technologies found in progressive stages of an electronics customer’s production and measurement and control processes, such as surface treatment, precisely controlled dispensing of material and test and inspection to ensure quality and reliability. Applications include, but are not limited to,

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$ $ $ $ Operating profit (loss) () April 30, 2024Net external sales$ $ $ $ $ Operating profit (loss) () Six Months EndedApril 30, 2025Net external sales$ $ $ $ $ Operating profit (loss) () April 30, 2024Net external sales$ $ $ $ $ Operating profit (loss) () $ $ $ Europe

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$ Revolving credit agreement, due 2028 Term loan due 2026 Senior notes, due 2025 Senior notes, due 2025-2027 Senior notes, due 2025-2030 5.600% Notes due 2028 5.800% Notes due 2033 4.500% Notes due 2029 Less current maturities Less unamortized debt issuance costs Less bond discounts Plus impact of interest rate swaps Long-term maturities$ $

Revolving credit agreement — In June 2023, we entered into a $ unsecured multi-currency credit facility with a group of banks, which provides for a term loan facility in the aggregate principal amount of $ (the "Term Loan Facility"), maturing in June 2026, and a multicurrency revolving credit facility in the aggregate principal amount of $ (the "Revolving Facility"), maturing in June 2028 (the "New Credit Agreement"). In June 2024, the Revolving Facility was amended to increase the aggregate principal amount to $. The Company borrowed and has outstanding $ on the Term Loan Facility and $ on the Revolving Facility as of April 30, 2025. The Revolving Facility permits borrowing in U.S. Dollars, Euros, Sterling, Swiss Francs, Singapore Dollars, Yen, and each other currency approved by a Revolving Facility lender. The New Credit Agreement provides that the applicable margin for (i) Risk-Free Rate ("RFR"), as defined in the New Credit Agreement, and Eurodollar Loans will range from % to % and (ii) Base Rate Loans will range from % to %, in each case, based on the Company’s Leverage Ratio (as defined in the New Credit Agreement and calculated on a consolidated net debt basis). Borrowings under the New Credit Agreement bear interest at (i) either a base rate or a SOFR rate, with respect to borrowings in U.S. dollars, (ii) a eurocurrency rate, with respect to borrowings in Euros and Yen, or (iii) Daily Simple RFR, with respect to borrowings in Sterling, Swiss Francs or Singapore Dollars, plus, in each case, an applicable margin (and, solely in the case of Singapore Dollars, a spread adjustment). The applicable margin is based on the Company’s Leverage Ratio. The weighted-average interest rate at April 30, 2025 was %.

Senior notes, due 2025 — These unsecured fixed-rate notes entered into in 2012 with a group of insurance companies have a remaining weighted-average life of years. The weighted-average interest rate at April 30, 2025 was %.

Senior notes, due 2025-2027 — These unsecured fixed-rate notes entered into in 2015 with a group of insurance companies have a remaining weighted-average life of years. The weighted-average interest rate at April 30, 2025 was %.

Senior notes, due 2025-2030 — These unsecured fixed-rate notes entered into in 2018 with a group of insurance companies have a remaining weighted-average life of years. The weighted-average interest rate at April 30, 2025 was %.

5.600% Notes due 2028 and 5.800% Notes due 2033 — In September 2023, we completed an underwritten public offering of $ aggregate principal amount of % Notes due 2028 and $ aggregate principal amount of % Notes due 2033.

4.500% Notes due 2029 — In September 2024, we completed an underwritten public offering of $ aggregate principal amount of % Notes due 2029 (the "2029 Notes").

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of certain significant factors affecting our financial condition and results of operations for the periods included in the accompanying condensed consolidated financial statements. Throughout this Quarterly Report on Form 10-Q, components may not sum to totals due to rounding.

Overview

Nordson is an innovative precision technology company that leverages a scalable growth framework expected to deliver top tier growth with leading margins and returns. We engineer, manufacture and market differentiated products and systems used for precision dispensing, applying and controlling of adhesives, coatings, polymers, sealants, biomaterials, and other fluids, to test and inspect for quality, and to treat and cure surfaces and various medical products such as: catheters, cannulas, medical balloons and medical tubing. These products are supported with extensive application expertise and direct global sales and service. We serve a wide variety of consumer non-durable, consumer durable and technology end markets including packaging, electronics, medical, appliances, energy, transportation, precision agriculture, building and construction, and general product assembly and finishing.

Our strategy for long-term growth is based on solving customers’ needs globally. We were incorporated in the State of Ohio in 1954 and are headquartered in Westlake, Ohio. Our products are marketed through a network of direct operations in more than 35 countries.

As of April 30, 2025, we had approximately 7,800 employees worldwide. We have principal manufacturing operations and sources of supply in the United States in Ohio, Georgia, California, Colorado, Connecticut, Illinois, Michigan, Minnesota, Pennsylvania, Rhode Island, Tennessee, Florida, Texas, Alabama, South Carolina and Wisconsin; as well as in the People’s Republic of China, Germany, Ireland, India, Israel, Italy, Mexico, the Netherlands and the United Kingdom.

Critical Accounting Policies and Estimates

A comprehensive discussion of the Company’s critical accounting policies and management estimates and significant accounting policies followed in the preparation of the financial statements is included in Item 7 of our Annual Report on Form 10-K for the year ended October 31, 2024 (the "2024 Form 10-K"). There have been no significant changes in critical accounting policies, management estimates or accounting policies followed since the year ended October 31, 2024.

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Results of Operations

Below is a detailed comparison of our results of operations for the three and six months ended April 30, 2025 and April 30, 2024.

As used throughout this Quarterly Report on Form 10-Q, geographic regions include the Americas (United States, Canada, Mexico and Central and South America), Asia Pacific and Europe.

Consolidated Financial Results

Consolidated financial results for the three months ended April 30, 2025 and April 30, 2024 were as follows:


	Three Months Ended
(In thousands except for per-share amounts)	April 30, 2025			April 30, 2024			Change
Sales	$	682,938		$	650,642		5.0	%

Cost of sales	309,034			284,765			8.5	%
Gross margin	373,904			365,877			2.2	%
Gross margin %	54.7		%	56.2		%	(1.5)	%
Selling and administrative expenses	205,154			197,261			4.0	%


Operating profit	168,750			168,616			0.1	%

Interest expense	(26,572)			(20,109)			32.1	%
Interest and investment income	553			1,554			(64.4)	%
Other - net	(3,961)			(785)			404.6	%

Income before income taxes	138,770			149,276			(7.0)	%



Income tax expense	26,366			31,059			(15.1)	%
Net income	$	112,404		$	118,217		(4.9)	%

Consolidated financial results for the six months ended April 30, 2025 and April 30, 2024 were as follows:


	Six Months Ended
(In thousands except for per-share amounts)	April 30, 2025			April 30, 2024			Change
Sales	$	1,298,358		$	1,283,835		1.1	%

Cost of sales	588,558			569,531			3.3	%
Gross margin	709,800			714,304			(0.6)	%
Gross margin %	54.7		%	55.6		%	(0.9)	%
Selling and administrative expenses	400,103			386,253			3.6	%


Operating profit	309,697			328,051			(5.6)	%

Interest expense	(53,131)			(41,551)			27.9	%
Interest and investment income	1,494			2,598			(42.5)	%
Other - net	(2,435)			(1,123)			116.8	%

Income before income taxes	255,625			287,975			(11.2)	%



Income tax expense	48,569			60,186			(19.3)	%
Net income	$	207,056		$	227,789		(9.1)	%

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Net Sales

Net sales for the IPS, MFS and ATS segments were as follows:


	Three Months Ended						Variance - Increase (Decrease)
	Apr 30, 2025		% of Total	Apr 30, 2024		% of Total	Organic		Acquisitions		Currency		Total
IPS	$	318,847	46.7%	$	344,978	53.0%	(6.9)	%	—	%	(0.7)	%	(7.6)	%
MFS	202,809		29.7%	168,966		26.0%	(10.0)	%	30.0	%	—	%	20.0	%
ATS	161,282		23.6%	136,698		21.0%	18.1	%	—	%	(0.1)	%	18.0	%
Total	$	682,938		$	650,642		(2.4)	%	7.8	%	(0.4)	%	5.0	%

	Six Months Ended						Variance - Increase (Decrease)
	Apr 30, 2025		% of Total	Apr 30, 2024		% of Total	Organic		Acquisitions		Currency		Total
IPS	$	619,295	47.7%	$	682,720	53.2%	(7.6)	%	—	%	(1.7)	%	(9.3)	%
MFS	396,418		30.5%	328,492		25.6%	(10.6)	%	31.7	%	(0.4)	%	20.7	%
ATS	282,645		21.8%	272,623		21.2%	4.3	%	—	%	(0.6)	%	3.7	%
Total	$	1,298,358		$	1,283,835		(5.8)	%	8.1	%	(1.2)	%	1.1	%

Three Months Ended April 30, 2025

The IPS organic sales decrease of 6.9 percent 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. The MFS organic sales decrease of 10.0 percent reflects targeted program rationalization in medical contract manufacturing and ongoing destocking in selected interventional product lines. The inorganic growth of MFS is due to the acquisition of Atrion. The ATS organic sales increase of 18.1 percent was driven by broad-based demand in semi-conductor and electronics end markets.

Six Months Ended April 30, 2025

The IPS organic sales decrease of 7.6 percent was driven primarily by weaker systems demand in polymer processing and industrial coatings product lines, which was partially offset by growth in nonwovens product lines. The MFS organic sales decrease of 10.6 percent was driven by lower demand and tough year-over-year comparisons in medical interventional solutions product lines, where customer destocking trends continued to impact demand. The inorganic growth of MFS is due to the acquisition of Atrion. The ATS organic sales increase of 4.3 percent was driven by growth in optical sensors, partially offset by weakness in measurement and control and electronics processing product lines.

Net Sales by region were as follows:


	Three Months Ended						Variance - Increase (Decrease)
	Apr 30, 2025		% of Total	Apr 30, 2024		% of Total	Organic		Acquisitions		Currency		Total
Americas	$	292,463	42.8%	$	294,428	45.3%	(12.2)	%	12.4	%	(0.9)	%	(0.7)	%
Europe	172,496		25.3%	182,070		28.0%	(10.7)	%	4.7	%	0.7	%	(5.3)	%
Asia Pacific	217,979		31.9%	174,144		26.8%	22.6	%	3.2	%	(0.6)	%	25.2	%
Total	$	682,938		$	650,642		(2.4)	%	7.8	%	(0.4)	%	5.0	%

	Six Months Ended						Variance - Increase (Decrease)
	Apr 30, 2025		% of Total	Apr 30, 2024		% of Total	Organic		Acquisitions		Currency		Total
Americas	$	560,300	43.2%	$	568,440	44.3%	(13.4)	%	13.0	%	(1.0)	%	(1.4)	%
Europe	340,259		26.2%	361,380		28.1%	(10.0)	%	5.2	%	(1.0)	%	(5.8)	%
Asia Pacific	397,799		30.6%	354,015		27.6%	10.7	%	3.2	%	(1.5)	%	12.4	%
Total	$	1,298,358		$	1,283,835		(5.8)	%	8.1	%	(1.2)	%	1.1	%

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Operating Profit

Operating profit for the IPS, MFS and ATS segments were as follows:


	Three Months Ended
	Apr 30, 2025		% of Sales	Apr 30, 2024		% of Sales	% of Sales Change	Increase (Decrease)
IPS	$	95,722	30.0%	$	115,922	33.6%	(3.6)%	$	(20,200)	(17.4)	%
MFS	56,805		28.0%	48,993		29.0%	(1.0)%	7,812		15.9	%
ATS	31,558		19.6%	20,693		15.1%	4.5%	10,865		52.5	%
Corporate	(15,335)			(16,992)				1,657		(9.8)	%
Total	$	168,750	24.7%	$	168,616	25.9%	(1.2)%	$	134	0.1	%

	Six Months Ended
	Apr 30, 2025		% of Sales	Apr 30, 2024		% of Sales	% of Sales Change	Increase (Decrease)
IPS	$	191,434	30.9%	$	225,020	33.0%	(2.1)%	$	(33,586)	(14.9)	%
MFS	97,741		24.7%	95,093		28.9%	(4.2)%	192,834		202.8	%
ATS	49,681		17.6%	38,997		14.3%	3.3%	10,684		27.4	%
Corporate	(29,159)			(31,059)				1,900		(6.1)	%
Total	$	309,697	23.9%	$	328,051	25.6%	(1.7)%	$	(18,354)	(5.6)	%

Three Months Ended April 30, 2025

Consolidated operating margin decreased by 120 basis points primarily driven by reduced sales leverage. IPS operating margin declined 360 basis points, reflecting the impact of lower sales volume. MFS operating profit increased $7,812 reflecting the contribution from the Atrion acquisition and solid operational execution from the organic business. ATS operating margin improved by 450 basis points driven by strong organic sales growth and the benefits of strategic cost and manufacturing optimization actions.

Six Months Ended April 30, 2025

Consolidated operating margin decreased by 170 basis points primarily driven by reduced sales leverage. IPS operating margin declined 210 basis points due to lower sales volumes. MFS operating margin declined 420 basis points, reflecting lower organic sales demand partially offset by the impact of the Atrion acquisition. ATS operating margin improved by 330 basis points driven by strong organic sales growth as well as cost reduction actions and manufacturing footprint optimization actions.

Interest and Other expenses

Interest expense for the three months ended April 30, 2025 was $26,572, compared to $20,109 in the comparable period of 2024. The increase, compared to the prior year period, was primarily due to higher average debt levels, driven by acquisitions. Other expense for the three months ended April 30, 2025 was $3,961 compared to $785 in the comparable period of 2024. Included in other expense for the three months ended April 30, 2025 were pension and postretirement income of $1,019 and $3,199 of foreign currency losses. Included in other expense for the three months ended April 30, 2024 were pension and postretirement income of $1,029 and $1,125 in foreign currency losses.

Interest expense for the six months ended April 30, 2025 was $53,131, compared to $41,551 in the comparable period of 2024. The increase, compared to the prior year period, was primarily due to higher average debt levels, driven by acquisitions. Other expense was $2,435 compared to $1,123 in the comparable period of 2024. Included in other expense for the six months ended April 30, 2025 were pension and postretirement income of $2,035 and $2,868 of foreign currency losses. Included in other expense for the six months ended April 30, 2024 were pension and postretirement income of $2,056 and $1,947 in foreign currency losses.

Income Tax Expense

We record our interim provision for income taxes based on our estimated annual effective tax rate, as well as certain items discrete to the current period. Significant judgment is involved regarding the application of global income tax laws and regulations and when projecting the jurisdictional mix of income. We have considered several factors in determining the probability of realizing deferred income tax assets including forecasted operating earnings, available tax planning strategies and the time period over which the temporary differences will reverse. We review our tax positions on a regular basis and adjust the balances as new information becomes available. The effective tax rate for both the three and six months ended April 30, 2025 was

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19.0% compared to 20.8% and 20.9%, respectively, for the same periods in 2024. The effective tax rate for the three and six months ended April 30, 2025 is lower than the U.S. tax rate of 21% primarily due to the foreign-derived intangible income deduction.

Net Income

Net income was $112,404, or $1.97 per diluted share, for the three months ended April 30, 2025, compared to net income of $118,217, or $2.05 per diluted share, in the same period of 2024. This represented a 4.9 percent decrease in net income and a 3.9 percent decrease in diluted earnings per share. The decrease in net income and decrease of $0.08 per diluted share was primarily driven by higher interest expense due to prior year's acquisitions and an increase in foreign currency losses.

Net income was $207,056, or $3.62 per diluted share, for the six months ended April 30, 2025, compared to net income of $227,789, or $3.95 per diluted share, in the same period of 2024. This represented a 9.1 percent decrease in net income and a 8.4 percent decrease in diluted earnings per share. The decrease in net income and decrease of $0.33 per diluted share was primarily driven by higher selling & administrative expenses due to the first-year effect of acquisitions and higher interest expense due to prior year's acquisitions.

Foreign Currency Effects

In the aggregate, average exchange rates for 2025 used to translate international sales and operating results into U.S. dollars were generally unfavorable compared with average exchange rates existing during 2024. It is not possible to precisely measure the impact on operating results arising from foreign currency exchange rate changes, because of changes in selling prices, sales volume, product mix and cost structure in each country in which we operate. However, if transactions for the three months ended April 30, 2025 were translated at exchange rates in effect during the same period of 2024, we estimated that sales would have been approximately $4,000 higher while costs of sales and selling and administrative expenses would have been approximately $2,000 higher. If transactions for the six months ended April 30, 2025 were translated at exchange rates in effect during the same period of 2024, we estimated that sales would have been approximately $16,000 higher while costs of sales and selling and administrative expenses would have been approximately $9,000 higher.

Other Trends

Changes in trade policies, tariffs, and other import/export regulations of the U.S. and other nations did not have a material impact on our financial results for the six months ended April 30, 2025. However, the Company does have sales and purchases that could be negatively impacted by recent tariff actions. The Company is actively working to minimize the impact of these changes and mitigate risk.

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Financial Condition

Liquidity and Capital Resources

Cash and cash equivalents increased $14,205 during the six months ended April 30, 2025. Approximately 78 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries as of April 30, 2025.

A comparison of cash flow changes for the six months ended April 30, 2025 to the six months ended April 30, 2024 is as follows:


	Six Months Ended
	April 30, 2025		April 30, 2024		Increase (Decrease)
Net Income and non-cash items	$	288,685	$	304,334	$	(15,649)
Changes in operating assets and liabilities	(10,393)		(9,370)		(1,023)
Net cash provided by operating activities	278,292		294,964		(16,672)

Additions to property, plant and equipment	(37,439)		(21,907)		(15,532)

Other - net	10,339		6,730		3,609
Net cash used in investing activities	(27,100)		(15,177)		(11,923)

Payments of long-term debt	(5,800)		(204,372)		198,572
Repayment of finance lease obligations	(2,627)		(2,881)		254
Dividends paid	(88,937)		(77,796)		(11,141)
Issuance of common shares	2,803		27,219		(24,416)
Purchase of treasury shares	(146,252)		(7,927)		(138,325)
Net cash used in financing activities	$	(240,813)	$	(265,757)	$	24,944

Additions to property, plant and equipment were largely driven by productivity and growth projects, including a new manufacturing facility.

We have a $1,150,000 unsecured multi-currency credit facility with a group of banks that provides for a term loan facility in the aggregate principal amount of $300,000, maturing in June 2026, and a multicurrency revolving credit facility in the aggregate principal amount of $850,000, maturing in June 2028. At April 30, 2025, we had $280,000 outstanding on the term loan facility and $243,000 outstanding on the revolving credit facility.

Our operating performance, balance sheet position and financial ratios for six months ended April 30, 2025 remained strong. The Company is well-positioned to manage liquidity needs that arise from working capital requirements, capital expenditures and contributions related to pension and postretirement obligations, as well as principal and interest payments on our outstanding debt. Our primary sources of capital to meet these needs, as well as other opportunistic investments, are a combination of cash on hand, which was $130,157 as of April 30, 2025, cash provided by operations, which was $278,292 for the six months ended April 30, 2025, and available borrowings under our loan agreements and unused bank lines of credit, which totaled $806,477 as of April 30, 2025. Cash from operations, which, when combined with our available borrowing capacity and ready access to capital markets, is expected to be more than adequate to fund our liquidity needs over the twelve months and the foreseeable future thereafter. The Company believes it has the ability to generate and obtain adequate amounts of cash to meet its long-term needs for cash. However, the impact of changes in trade policies, tariffs, and other import/export regulations of the U.S. and other nations could negatively impact our cash flow from operations and liquidity in future periods.

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Safe Harbor Statements Under the Private Securities Litigation Reform Act of 1995

This Quarterly Report on Form 10-Q, particularly “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, businesses in which we operate and the United States and global economies. Statements in this Quarterly Report on Form 10-Q that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” use of the future tense and similar words or phrases. These forward-looking 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 complete and successfully integrate acquisitions, including the integration of Atrion; 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.

In light of these risks and uncertainties, actual events and results may vary significantly from those included in or contemplated or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Factors that could cause our actual results to differ materially from the expected results are discussed in Part I, Item 1A, Risk Factors in our 2024 Form 10-K and Part II, Item 1A, Risk Factors in the Quarterly Report on Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information regarding our financial instruments that are sensitive to changes in interest rates and foreign currency exchange rates was disclosed under Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our 2024 Form 10-K. The information disclosed has not changed materially in the interim period since then.

ITEM 4. CONTROLS AND PROCEDURES

Our management with the participation of the principal executive officer (president and chief executive officer) and principal financial officer (executive vice president and chief financial officer) has reviewed and evaluated our disclosure controls and procedures (as defined in the Securities Exchange Act Rule 13a-15(e)) as of April 30, 2025. Based on that evaluation, our management, including the principal executive and financial officers, has concluded that our disclosure controls and procedures were effective as of April 30, 2025 in ensuring that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred during the three months ended April 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See our Contingencies Note to the condensed consolidated financial statements for a discussion of our contingencies and legal matters.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors disclosed in “Item 1A. Risk Factors” of our 2024 Form 10-K. Other than as set forth below, there have been no material changes to the risk factors described in the 2024 Form 10-K.

Changes to trade policies, tariffs, and other import/export regulations of the U.S. and other nations may create uncertainty in the global market and have a material adverse effect on our business, financial condition, and results of operations.

Changes in trade policies, tariffs, and other import/export regulations of the U.S. and other nations could change how we transact business, who we trade with, affect our relationships with customers and suppliers, and negatively impact our sales, margins and profitability. As a result, these government trade actions may create significant uncertainty in the global market and may have a material adverse impact on our business, financial condition and results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes common shares repurchased by the Company during the three months ended April 30, 2025:


(In whole shares)	Total Number of Shares Repurchased (1)	Average Price Paid per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs (2)	Maximum Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
February 1, 2025 to February 28, 2025	123,121	$	216.07	123,121	$	441,265
March 1, 2025 to March 31, 2025	141,409	$	207.78	141,336	$	411,897
April 1, 2025 to April 30, 2025	158,991	$	184.59	158,984	$	382,550
Total	423,521	$	201.49	423,441	$	382,550

(1) Includes shares tendered for taxes related to stock option exercises and vesting of restricted stock.

(2) In December 2014, the board of directors authorized a $300,000 common share repurchase program. In August 2015, the board of directors authorized the repurchase of up to an additional $200,000 of the Company’s common shares. In August 2018, the board of directors authorized the repurchase of an additional $500,000 of the Company’s common shares. In September 2022, the board of directors authorized the repurchase of up to an additional $500,000 of the Company's common shares. Approximately $382,550 of the total $1,500,000 authorized remained available for share repurchases at April 30, 2025. Uses for repurchased shares include the funding of benefit programs including stock options and restricted stock. Shares purchased are treated as treasury shares until used for such purposes. The repurchase program will be funded using cash from operations and proceeds from borrowings under our credit facilities. The repurchase program does not have an expiration date.

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ITEM 5. OTHER INFORMATION

During the quarter ended April 30, 2025, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company or any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, except as described in the table below:

, Adopt

Up to shares

Adopt

Up to shares3

Adopt

Up to shares

1 Intended to satisfy the affirmative defense of Rule 10b5-1(c)

2 Not intended to satisfy the affirmative defense of Rule 10b5-1(c)

3 Mr. Nagarajan's 10b5-1 Plan provides for the potential sale of up to 40,000 shares of the Company’s common stock, all of which Mr. Nagarajan may acquire upon the exercise of outstanding stock options.


ITEM 6.			EXHIBITS


31.1			Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101			The following financial information from Nordson Corporation’s Quarterly Report on Form 10-Q for the three and six months ended April 30, 2025 formatted in inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Income for the three and six months ended April 30, 2025 and 2024, (ii) the Consolidated Statements of Comprehensive Income for the three and six months ended April 30, 2025 and 2024, (iii) the Consolidated Balance Sheets at April 30, 2025 and October 31, 2024, (iv) the Consolidated Statements of Shareholders’ Equity for the three and six months ended April 30, 2025 and 2024, (v) the Condensed Consolidated Statements of Cash Flows for the six months ended April 30, 2025 and 2024, and (vi) the Notes to Condensed Consolidated Financial Statements.
104			The cover page from Nordson Corporation’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2025, formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101).

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 thereunto duly authorized.


Date: May 29, 2025			Nordson Corporation

			/s/ Stephen Shamrock
			Stephen Shamrock
			Chief Accounting Officer

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NORDSON CORP - Quarter Report: 2025 April (Form 10-Q)

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