NORDSON CORP

Liquidity and Capital Resources

During the six months ended April 30, 2024, cash and cash equivalents increased $9,767. Cash provided by operations during this period was $294,964 compared to $287,905 for the six months ended April 30, 2023. The primary sources were net income adjusted for non-cash income and expenses, which was $304,334, compared to $296,817 for the six months ended April 30, 2023. Changes in operating assets and liabilities decreased cash by $3,435 in the six months ended April 30, 2024 and decreased cash by $45,857 in the comparable period of 2023. The change for the six months ended April 30, 2024 was driven primarily by decreases in customer advance payments and accrued liabilities, principally offset by improvements in accounts receivable and inventory.

Cash used in investing activities was $15,177 for the six months ended April 30, 2024, compared to $393,153 used in the comparable period of 2023. During the six months ended April 30, 2024, cash of $21,907 was used for capital expenditures. During thesix months ended April 30, 2023, cash of $377,843 was used for the CyberOptics acquisition and $15,349 was used for capital expenditures.

Cash used in financing activities was $265,757 for the six months ended April 30, 2024, compared to cash provided of $64,822 in the comparable period of 2023. In the six months ended April 30, 2024, cash of $77,796 was used for dividend payments and cash of $7,927 was used for the purchase of treasury shares, versus $74,463 and $54,365, respectively, in the comparable periods of 2023. The six months ended April 30, 2024 included net repayments of long-term debt of $204,372, compared to net borrowings of $184,617 during the six months ended April 30, 2023.

The following is a summary of significant changes by balance sheet caption from October 31, 2023 to April 30, 2024. Receivables-net decreased $60,603, primarily due to payments from customers, and intangibles decreased by 30,369, principally due to amortization.

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. Primary sources of capital to meet these needs, as well as other opportunistic investments, are a combination of cash provided by operations and borrowings under our loan agreements. 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. We were in compliance with all debt covenants as of April 30, 2024. Refer to our Long-term debt in the notes to our condensed consolidated financial statements for additional details regarding our debt outstanding and Term Facility.

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 conditions; financial and market conditions; currency exchange rates and devaluations; possible acquisitions including the Company’s ability to complete and successfully integrate acquisitions, including the integration of ARAG Group and CyberOptics; 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 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 actual results to differ materially from the expected results are discussed in Part I, Item 1A, Risk Factors in our 2023 Form 10-K.