NORDSON CORP 10-Q

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 January 31, 2026, we had approximately 8,200 employees worldwide. We have principal manufacturing operations and sources of supply in the United States, 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, 2025 (the "2025 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, 2025. Results of Operations Below is a detailed comparison of our results of operations for the three months ended January 31, 2026 and January 31, 2025. 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 January 31, 2026 and January 31, 2025 were as follows: Three Months Ended (In thousands except for per-share amounts) January 31, 2026 January 31, 2025 Change Sales $ 669,461 $ 615,420 8.8 % Cost of sales 303,339 279,524 8.5 % Gross margin 366,122 335,896 9.0 % Gross margin % 54.7 % 54.6 % 0.1 % Selling and administrative expenses 199,717 194,949 2.4 % Operating profit 166,405 140,947 18.1 % Interest expense - net (22,741) (25,618) (11.2) % Other income - net 20,837 1,526 1265.5 % Income before income taxes 164,501 116,855 40.8 % Income tax expense 31,119 22,203 40.2 % Net income $ 133,382 $ 94,652 40.9 % Page 19 Table of Contents Nordson Corporation Net Sales Net sales for the IPS, MFS and ATS segments were as follows: Three Months Ended Variance - Increase (Decrease) Jan 31, 2026 % of Total Jan 31, 2025 % of Total Organic Acquisitions / Divestitures Currency Total IPS $ 326,861 48.8% $ 300,448 48.8% 3.2 % — % 5.6 % 8.8 % MFS 193,183 28.9% 193,609 31.5% 2.7 % (4.3) % 1.4 % (0.2) % ATS 149,417 22.3% 121,363 19.7% 20.7 % — % 2.4 % 23.1 % Total $ 669,461 $ 615,420 6.5 % (1.4) % 3.7 % 8.8 % The IPS organic sales increase of 3.2 percent was driven by balanced growth across most product lines, with particular strength in Asia Pacific markets. MFS organic sales increased 2.7 percent driven by growth in fluid solutions product lines. The ATS organic sales increase of 20.7 percent was driven by ongoing growth in electronics dispense and recovering demand for x-ray systems. Net Sales by region were as follows: Three Months Ended Variance - Increase (Decrease) Jan 31, 2026 % of Total Jan 31, 2025 % of Total Organic Acquisitions / Divestitures Currency Total Americas $ 261,930 39.1% $ 267,836 43.5% (0.4) % (2.9) % 1.1 % (2.2) % Europe 182,461 27.3% 167,762 27.3% (0.3) % (0.2) % 9.3 % 8.8 % Asia Pacific 225,070 33.6% 179,822 29.2% 23.2 % — % 2.0 % 25.2 % Total $ 669,461 $ 615,420 6.5 % (1.4) % 3.7 % 8.8 % Gross profit and Selling and administrative expenses Gross margins were 54.7 percent and 54.6 percent for the three months ended January 31, 2026 and January 31, 2025, respectively. Selling and administrative expenses increased in support of higher sales but declined as a percentage of sales. Profit Segment EBITDA for the IPS, MFS and ATS segments and a reconciliation to consolidated operating profit were as follows for the three months ended January 31, 2026 and January 31, 2025, respectively: Three Months Ended Jan 31, 2026 % of Sales Jan 31, 2025 % of Sales % of Sales Change Industrial precision solutions $ 110,311 33.7% $ 112,776 37.5% (3.8)% Medical and fluid solutions 70,206 36.3% 64,332 33.2% 3.1% Advanced technology solutions 32,600 21.8% 22,771 18.8% 3.0% Total segment EBITDA 213,117 31.8% 199,879 32.5% (0.7)% Inventory step-up amortization — (3,135) Acquisition costs — (1,030) Severance and other — (5,961) Depreciation and amortization (36,585) (37,030) Corporate expenses (10,127) (11,776) Operating profit $ 166,405 $ 140,947 Segment EBITDA for IPS decrease d 380 basis points despite higher sales due to unfavorable product and geographic mix. Segment EBITDA for MFS increase d 310 basis points due to favorable mix from divestiture of the contract manufacturing business and strong incremental performance on organic sales growth. Segment EBITDA for ATS increase d 300 basis points driven by robust sales growth and controlled selling and administrative expenses. Consolidated operating profit increased in 2026 compared to 2025 due to the overall increase in segment EBITDA and lower corporate expenses as well as the absence of severance, acquisition and related inventory step-up amortization costs in 2026. Page 20 Table of Contents Nordson Corporation Interest expense and Other expenses Interest expense for the three months ended January 31, 2026 was $23,131, compared to $26,559 in the comparable period of 2025. The decrease, compared to the prior year period, was primarily due to lower average debt levels. Other income for the three months ended January 31, 2026 was $20,837 compared to $1,526 in the comparable period of 2025. Included in Other income for the three months ended January 31, 2026 was an unrealized gains on minority investment of $22,238, pension and postretirement income of $936 and $2,294 of foreign currency losses. Other income for the three months ended January 31, 2025 included pension and postretirement income of $1,015 and $331 in foreign currency gains. Income Tax Expense Income tax expense was $31,119, or 18.9% of pre-tax income, for the three months ended January 31, 2026, as compared to $22,203, or 19.0% of pre-tax income for the three months ended January 31, 2025. Net Income Net income was $133,382, or $2.38 per diluted share, for the three months ended January 31, 2026, compared to net income of $94,652, or $1.65 per diluted share, in the same period of 2025. This represented a 40.9 percent increase in net income and a 44.2 percent increase in diluted earnings per share. The increase of $0.73 per diluted share was driven by higher operating profit, lower interest expense, higher other income from the unrealized gain on minority investment and the benefit of share repurchases. Financial Condition Liquidity and Capital Resources Cash and cash equivalents increased $11,950 during the three months ended January 31, 2026. Approximately 74 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries as of January 31, 2026. A comparison of cash flow changes for the three months ended January 31, 2026 to the three months ended January 31, 2025 is as follows: Three Months Ended January 31, 2026 January 31, 2025 Increase (Decrease) Net Income and non-cash items $ 158,292 $ 134,843 $ 23,449 Changes in operating assets and liabilities (17,864) 24,279 (42,143) Net cash provided by operating activities 140,428 159,122 (18,694) Additions to property, plant and equipment (17,513) (21,399) 3,886 Other - net (158) 7,123 (7,281) Net cash used in investing activities (17,671) (14,276) (3,395) Net (repayment) issuance of long-term debt - net 2,367 (22,563) 24,930 Repayment of finance lease obligations (1,616) (1,320) (296) Dividends paid (45,786) (44,602) (1,184) Issuance of common shares 18,795 1,001 17,794 Purchase of treasury shares (86,001) (60,098) (25,903) Net cash used in financing activities $ (112,241) $ (127,582) $ 15,341 The decrease in working capital was principally driven by a decrease in cash provided by accounts receivable collections. During three months ended January 31, 2026, the Company was able to utilize its strong cashflow generation to repurchase $86 million in common shares, pay $46 million in dividends, and fund capital projects to drive organic growth. We have a $1,200,000 unsecured multi-currency credit facility with a group of banks, maturing in January 2031. At January 31, 2026, we had $400,000 outstanding on the revolving credit facility. Our operating performance, balance sheet position and financial ratios for the three months ended January 31, 2026 remained strong. We are in compliance with all covenants in the agreements governing our debt as of January 31, 2026. The Company is well-positioned to manage liquidity needs that arise from working capital requirements, capital expenditures, contributions related to pension and postretirement obligations, principal and interest payments on our outstanding debt, dividends, and share repurchases. Our primary sources of capital to meet these needs, as well as other opportunistic investments, are a combination of cash on hand, which was $120,392 as of January 31, 2026, cash provided by operations, which was $140,428 for the three months Page 21 Table of Contents Nordson Corporation ended January 31, 2026, and available borrowings under our loan agreements and unused bank lines of credit, which totaled $945,420 as of January 31, 2026. 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 short-term and long-term needs for cash. However, the impact of changes in trade policies, tariffs, and other import/export regulations of the United States and other nations could negatively impact our cash flow from operations and liquidity in future periods. 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 annual report 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; 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 United States 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 2025 Form 10-K and Part II, Item 1A, Risk Factors in the Quarterly Report on Form 10-Q.