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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
Commission File Number: 1-4018
(Exact name of registrant as specified in its charter) | | | | | | | | |
Delaware | 53-0257888 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | |
3005 Highland Parkway | |
Downers Grove, Illinois | 60515 |
(Address of principal executive offices) | (Zip Code) |
(630) 541-1540
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock | DOV | New York Stock Exchange |
1.250% Notes due 2026 | DOV 26 | New York Stock Exchange |
0.750% Notes due 2027 | DOV 27 | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☑ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☑ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12-b-2 of the Exchange Act .
| | | | | | | | | | | | | | | | | |
Large Accelerated Filer | ☑ | Accelerated Filer | ☐ | Emerging Growth Company | ☐ |
Non-Accelerated Filer | ☐ | Smaller Reporting 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The number of shares outstanding of the Registrant’s common stock as of July 18, 2023 was 139,873,825.
Dover Corporation
Form 10-Q
Table of Contents
Item 1. Financial Statements
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Revenue | $ | 2,100,086 | | | $ | 2,158,715 | | | $ | 4,179,109 | | | $ | 4,210,616 | |
Cost of goods and services | 1,341,250 | | | 1,377,432 | | | 2,673,254 | | | 2,686,139 | |
Gross profit | 758,836 | | | 781,283 | | | 1,505,855 | | | 1,524,477 | |
Selling, general and administrative expenses | 434,340 | | | 424,433 | | | 866,754 | | | 868,276 | |
| | | | | | | |
Operating earnings | 324,496 | | | 356,850 | | | 639,101 | | | 656,201 | |
Interest expense | 33,804 | | | 26,989 | | | 68,018 | | | 53,541 | |
Interest income | (2,653) | | | (949) | | | (4,744) | | | (1,724) | |
| | | | | | | |
| | | | | | | |
Other income, net | (6,678) | | | (4,546) | | | (10,486) | | | (6,675) | |
Earnings before provision for income taxes | 300,023 | | | 335,356 | | | 586,313 | | | 611,059 | |
Provision for income taxes | 57,784 | | | 45,738 | | | 115,500 | | | 95,288 | |
| | | | | | | |
| | | | | | | |
Net earnings | $ | 242,239 | | | $ | 289,618 | | | $ | 470,813 | | | $ | 515,771 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | |
| | | | | | | |
| | | | | | | |
Net earnings per share: | | | | | | | |
Basic | $ | 1.73 | | | $ | 2.01 | | | $ | 3.37 | | | $ | 3.58 | |
Diluted | $ | 1.72 | | | $ | 2.00 | | | $ | 3.35 | | | $ | 3.56 | |
Weighted average shares outstanding: | | | | | | | |
Basic | 139,862 | | | 143,832 | | | 139,810 | | | 143,959 | |
Diluted | 140,578 | | | 144,669 | | | 140,597 | | | 144,998 | |
See Notes to Condensed Consolidated Financial Statements
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Net earnings | $ | 242,239 | | | $ | 289,618 | | | $ | 470,813 | | | $ | 515,771 | |
Other comprehensive earnings (loss), net of tax | | | | | | | |
Foreign currency translation adjustments: | | | | | | | |
Foreign currency translation gain (loss) | 21,335 | | | (77,552) | | | 37,907 | | | (99,205) | |
Reclassification of foreign currency translation losses to earnings | — | | | — | | | — | | | 5,915 | |
Total foreign currency translation adjustments (net of $3,166, $(10,539), $7,216 and $(18,970) tax benefit (provision), respectively) | 21,335 | | | (77,552) | | | 37,907 | | | (93,290) | |
Pension and other post-retirement benefit plans: | | | | | | | |
| | | | | | | |
| | | | | | | |
Amortization of actuarial (gain) loss included in net periodic pension cost | (528) | | | 345 | | | (1,062) | | | 705 | |
Amortization of prior service costs included in net periodic pension cost | 255 | | | 226 | | | 519 | | | 447 | |
| | | | | | | |
Total pension and other post-retirement benefit plans (net of $83, $(202), $165 and $(410) tax benefit (provision), respectively) | (273) | | | 571 | | | (543) | | | 1,152 | |
Changes in fair value of cash flow hedges: | | | | | | | |
Unrealized net (loss) gain arising during period | (268) | | | (1,150) | | | (341) | | | 814 | |
Net loss (gain) reclassified into earnings | 852 | | | (1,045) | | | 1,698 | | | (2,621) | |
Total cash flow hedges (net of $(167), $631, $(387) and $519 tax (provision) benefit, respectively) | 584 | | | (2,195) | | | 1,357 | | | (1,807) | |
| | | | | | | |
Other comprehensive earnings (loss), net of tax | 21,646 | | | (79,176) | | | 38,721 | | | (93,945) | |
Comprehensive earnings | $ | 263,885 | | | $ | 210,442 | | | $ | 509,534 | | | $ | 421,826 | |
See Notes to Condensed Consolidated Financial Statements
DOVER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| | | | | | | | | | | |
| June 30, 2023 | | December 31, 2022 |
ASSETS |
Current assets: | | | |
Cash and cash equivalents | $ | 285,777 | | | $ | 380,868 | |
| | | |
Receivables, net | 1,561,162 | | | 1,516,871 | |
Inventories, net | 1,396,260 | | | 1,366,608 | |
Prepaid and other current assets | 171,478 | | | 159,118 | |
| | | |
| | | |
Total current assets | 3,414,677 | | | 3,423,465 | |
Property, plant and equipment, net | 1,016,206 | | | 1,004,825 | |
| | | |
Goodwill | 4,698,604 | | | 4,669,494 | |
Intangible assets, net | 1,274,179 | | | 1,333,735 | |
Other assets and deferred charges | 497,920 | | | 465,000 | |
| | | |
Total assets | $ | 10,901,586 | | | $ | 10,896,519 | |
| | | |
LIABILITIES AND STOCKHOLDERS' EQUITY |
Current liabilities: | | | |
Short-term borrowings | $ | 446,175 | | | $ | 735,772 | |
Accounts payable | 1,028,928 | | | 1,068,144 | |
Accrued compensation and employee benefits | 235,773 | | | 269,785 | |
Deferred revenue | 261,202 | | | 256,933 | |
Accrued insurance | 87,464 | | | 92,876 | |
Other accrued expenses | 319,263 | | | 318,337 | |
Federal and other income taxes | 45,291 | | | 31,427 | |
| | | |
Total current liabilities | 2,424,096 | | | 2,773,274 | |
Long-term debt | 2,976,573 | | | 2,942,513 | |
Deferred income taxes | 340,554 | | | 375,150 | |
Noncurrent income tax payable | 28,024 | | | 44,313 | |
Other liabilities | 470,234 | | | 474,903 | |
| | | |
Stockholders' equity: | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Total stockholders' equity | 4,662,105 | | | 4,286,366 | |
Total liabilities and stockholders' equity | $ | 10,901,586 | | | $ | 10,896,519 | |
See Notes to Condensed Consolidated Financial Statements
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common stock $1 par value | | Additional paid-in capital | | Retained earnings | | Accumulated other comprehensive loss | | Treasury stock | | Total stockholders' equity |
Balance at April 1, 2023 | $ | 259,794 | | | $ | 866,705 | | | $ | 10,380,895 | | | $ | (249,148) | | | $ | (6,797,685) | | | $ | 4,460,561 | |
Net earnings | — | | | — | | | 242,239 | | | — | | | — | | | 242,239 | |
Dividends paid ($0.505 per share) | — | | | — | | | (70,701) | | | — | | | — | | | (70,701) | |
Common stock issued for the exercise of share-based awards | 24 | | | 1,895 | | | — | | | — | | | — | | | 1,919 | |
Stock-based compensation expense | — | | | 6,441 | | | — | | | — | | | — | | | 6,441 | |
| | | | | | | | | | | |
Other comprehensive earnings, net of tax | — | | | — | | | — | | | 21,646 | | | — | | | 21,646 | |
| | | | | | | | | | | |
Balance at June 30, 2023 | $ | 259,818 | | | $ | 875,041 | | | $ | 10,552,433 | | | $ | (227,502) | | | $ | (6,797,685) | | | $ | 4,662,105 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common stock $1 par value | | Additional paid-in capital | | Retained earnings | | Accumulated other comprehensive loss | | Treasury stock | | Total stockholders' equity |
Balance at April 1, 2022 | $ | 259,573 | | | $ | 858,587 | | | $ | 9,599,195 | | | $ | (168,821) | | | $ | (6,218,758) | | | $ | 4,329,776 | |
| | | | | | | | | | | |
Net earnings | — | | | — | | | 289,618 | | | — | | | — | | | 289,618 | |
Dividends paid ($0.50 per share) | — | | | — | | | (71,853) | | | — | | | — | | | (71,853) | |
Common stock issued for the exercise of share-based awards | 28 | | | (2,088) | | | — | | | — | | | — | | | (2,060) | |
Stock-based compensation expense | — | | | 7,218 | | | — | | | — | | | — | | | 7,218 | |
Common stock acquired | — | | | — | | | — | | | — | | | (85,000) | | | (85,000) | |
Other comprehensive loss, net of tax | — | | | — | | | — | | | (79,176) | | | — | | | (79,176) | |
| | | | | | | | | | | |
Balance at June 30, 2022 | $ | 259,601 | | | $ | 863,717 | | | $ | 9,816,960 | | | $ | (247,997) | | | $ | (6,303,758) | | | $ | 4,388,523 | |
See Notes to Condensed Consolidated Financial Statements
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share data)
(Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common stock $1 par value | | Additional paid-in capital | | Retained earnings | | Accumulated other comprehensive loss | | Treasury stock | | Total stockholders' equity |
Balance at January 1, 2023 | $ | 259,644 | | | $ | 867,560 | | | $ | 10,223,070 | | | $ | (266,223) | | | $ | (6,797,685) | | | $ | 4,286,366 | |
Net earnings | — | | | — | | | 470,813 | | | — | | | $ | — | | | 470,813 | |
Dividends paid ($1.01 per share) | — | | | — | | | (141,474) | | | — | | | — | | | (141,474) | |
Common stock issued for the exercise of share-based awards | 174 | | | (11,242) | | | — | | | — | | | — | | | (11,068) | |
Stock-based compensation expense | — | | | 18,723 | | | — | | | — | | | — | | | 18,723 | |
| | | | | | | | | | | |
Other comprehensive earnings, net of tax | — | | | — | | | — | | | 38,721 | | | — | | | 38,721 | |
Other, net | — | | | — | | | 24 | | | | | — | | | 24 | |
Balance at June 30, 2023 | $ | 259,818 | | | $ | 875,041 | | | $ | 10,552,433 | | | $ | (227,502) | | | $ | (6,797,685) | | | $ | 4,662,105 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common stock $1 par value | | Additional paid-in capital | | Retained earnings | | Accumulated other comprehensive loss | | Treasury stock | | Total stockholders' equity |
Balance at January 1, 2022 | $ | 259,457 | | | $ | 857,636 | | | $ | 9,445,245 | | | $ | (154,052) | | | $ | (6,218,758) | | | $ | 4,189,528 | |
| | | | | | | | | | | |
Net earnings | — | | | — | | | 515,771 | | | — | | | — | | | 515,771 | |
Dividends paid ($1.00 per share) | — | | | — | | | (144,056) | | | — | | | — | | | (144,056) | |
Common stock issued for the exercise of share-based awards | 144 | | | (12,250) | | | — | | | — | | | — | | | (12,106) | |
Stock-based compensation expense | — | | | 18,331 | | | — | | | — | | | — | | | 18,331 | |
Common stock acquired | — | | | — | | | — | | | — | | | (85,000) | | | (85,000) | |
Other comprehensive loss, net of tax | — | | | — | | | — | | | (93,945) | | | — | | | (93,945) | |
| | | | | | | | | | | |
Balance at June 30, 2022 | $ | 259,601 | | | $ | 863,717 | | | $ | 9,816,960 | | | $ | (247,997) | | | $ | (6,303,758) | | | $ | 4,388,523 | |
See Notes to Condensed Consolidated Financial Statements
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited) | | | | | | | | | | | |
| Six Months Ended June 30, |
| 2023 | | 2022 |
Operating Activities: | | | |
Net earnings | $ | 470,813 | | | $ | 515,771 | |
| | | |
Adjustments to reconcile net earnings to cash provided by operating activities: | | | |
| | | |
| | | |
Depreciation and amortization | 156,687 | | | 154,294 | |
Stock-based compensation expense | 18,723 | | | 18,331 | |
| | | |
| | | |
Reclassification of foreign currency translation losses to earnings | — | | | 5,915 | |
Other, net | 16,404 | | | (8,152) | |
Cash effect of changes in assets and liabilities: | | | |
Accounts receivable, net | (32,060) | | | (204,676) | |
Inventories | (15,957) | | | (223,804) | |
Prepaid expenses and other assets | (18,390) | | | (17,923) | |
Accounts payable | (40,216) | | | 147,829 | |
Accrued compensation and employee benefits | (52,545) | | | (72,802) | |
Accrued expenses and other liabilities | (30,635) | | | (4,937) | |
| | | |
Accrued and deferred taxes, net | (36,286) | | | (107,390) | |
Net cash provided by operating activities | 436,538 | | | 202,456 | |
| | | |
Investing Activities: | | | |
Additions to property, plant and equipment | (88,454) | | | (100,577) | |
Acquisitions, net of cash and cash equivalents acquired | — | | | (8,453) | |
Proceeds from sale of property, plant and equipment | 3,171 | | | 3,898 | |
| | | |
Other | (727) | | | (10,721) | |
Net cash used in investing activities | (86,010) | | | (115,853) | |
| | | |
Financing Activities: | | | |
Repurchase of common stock | — | | | (85,000) | |
| | | |
Change in commercial paper and other short-term borrowings, net | (289,597) | | | 287,952 | |
Dividends paid to stockholders | (141,474) | | | (144,056) | |
Payments to settle employee tax obligations on exercise of share-based awards | (11,068) | | | (12,106) | |
| | | |
| | | |
Other | (2,350) | | | (1,525) | |
Net cash (used in) provided by financing activities | (444,489) | | | 45,265 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Effect of exchange rate changes on cash and cash equivalents | (1,130) | | | (2,001) | |
| | | |
Net (decrease) increase in cash and cash equivalents | (95,091) | | | 129,867 | |
Cash and cash equivalents at beginning of period | 380,868 | | | 385,504 | |
Cash and cash equivalents at end of period | $ | 285,777 | | | $ | 515,371 | |
See Notes to Condensed Consolidated Financial Statements
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
1. Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim periods and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America ("GAAP") for complete financial statements. These unaudited interim condensed consolidated financial statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes for Dover Corporation ("Dover" or the "Company") for the year ended December 31, 2022, included in the Company's Annual Report on Form 10-K filed with the SEC on February 10, 2023. The year-end condensed consolidated balance sheet was derived from audited financial statements.
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. The condensed consolidated financial statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair statement of results for these interim periods. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year.
2. Revenue
Revenue from Contracts with Customers
A majority of the Company’s revenue is short cycle in nature with shipments within one year from order. A small portion of the Company’s revenue derives from contracts extending over one year. The Company's payment terms generally range between 30 to 90 days and vary by the location of businesses, the type of products manufactured to be sold and the volume of products sold, among other factors.
Revenue from contracts with customers is disaggregated by segment and geographic location, as they best depict the nature and amount of the Company’s revenue. See Note 15 — Segment Information for further details for revenue by segment and geographic location.
Performance Obligations
Approximately 95% of the Company’s revenue is recognized at a point in time, rather than over time, as the Company completes its performance obligations. Specifically, revenue is recognized when control transfers to the customer, typically upon shipment or completion of installation, testing, certification, or other substantive acceptance provisions required under the contract. Approximately 5% of the Company’s revenue is recognized over time and relates to the sale of equipment or services, including software solutions and services, in which the Company transfers control of a good or service over time and the customer simultaneously receives and consumes the benefits provided by the Company's performance as the Company performs, or the Company's performance creates or enhances an asset the customer controls as the asset is created or enhanced, or the Company's performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for its performance to date plus a reasonable margin.
A majority of the Company's contracts have a single performance obligation which represents, in most cases, the equipment or product being sold to the customer. Some contracts include multiple performance obligations such as a product and the related installation, extended warranty, software and digital solutions, and/or maintenance services. For contracts with multiple performance obligations, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation.
At June 30, 2023, we estimated that $235,410 in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. The Company expects to recognize
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
approximately 73.8% of the Company's unsatisfied (or partially unsatisfied) performance obligations as revenue through 2024, with the remaining balance to be recognized in 2025 and thereafter.
The Company applied the practical expedient that permits the omission of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed.
Contract Balances
Contract assets primarily relate to the Company's right to consideration for work completed but not billed at the reporting date. Contract liabilities relate to advance consideration received from customers or advance billings for which revenue has not been recognized and are reduced when the associated revenue from the contract is recognized.
The following table provides information about contract assets and contract liabilities from contracts with customers:
| | | | | | | | | | | | | | | | | | |
| | June 30, 2023 | | December 31, 2022 | | December 31, 2021 |
| | | | | | |
Contract assets | | $ | 15,484 | | | $ | 11,074 | | | $ | 11,440 | |
Contract liabilities - current | | 261,202 | | | 256,933 | | | 227,549 | |
Contract liabilities - non-current | | 17,305 | | | 19,879 | | | 21,513 | |
The revenue recognized during the six months ended June 30, 2023 and 2022 that was included in contract liabilities at the beginning of the period amounted to $185,028 and $157,175, respectively.
3. Acquisitions
2023 Acquisitions
There were no acquisitions during the six months ended June 30, 2023.
2022 Acquisitions
During the six months ended June 30, 2022, the Company completed one acquisition. On May 2, 2022, the Company acquired 100% of the equity interests of AMN DPI ("AMN"), a designer and manufacturer of polymer pelletizing tools, for $8,100, net of cash acquired. The AMN acquisition extended the Company's reach into polymer processing equipment production within the Pumps & Process Solutions segment. In connection with this acquisition, the Company recorded goodwill of $1,903 and intangible assets of $5,625, primarily related to customer intangibles.
4. Inventories, net | | | | | | | | | | | |
| June 30, 2023 | | December 31, 2022 |
Raw materials | $ | 800,200 | | | $ | 812,066 | |
Work in progress | 260,241 | | | 230,865 | |
Finished goods | 477,598 | | | 458,881 | |
Subtotal | 1,538,039 | | | 1,501,812 | |
Less reserves | (141,779) | | | (135,204) | |
Total | $ | 1,396,260 | | | $ | 1,366,608 | |
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
5. Property, Plant and Equipment, net | | | | | | | | | | | |
| June 30, 2023 | | December 31, 2022 |
Land | $ | 65,982 | | | $ | 62,495 | |
Buildings and improvements | 634,994 | | | 620,500 | |
Machinery, equipment and other | 1,987,086 | | | 1,895,502 | |
Property, plant and equipment, gross | 2,688,062 | | | 2,578,497 | |
Accumulated depreciation | (1,671,856) | | | (1,573,672) | |
Property, plant and equipment, net | $ | 1,016,206 | | | $ | 1,004,825 | |
Depreciation expense totaled $39,840 and $36,573 for the three months ended June 30, 2023 and 2022, respectively. For the six months ended June 30, 2023 and 2022, depreciation expense totaled $77,370 and $74,385, respectively.
6. Credit Losses
The Company is exposed to credit losses primarily through sales of products and services. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on the aging of the accounts receivable balances and other historical and forward-looking information on the financial condition of customers. Balances are written off when determined to be uncollectible.
The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected.
| | | | | | | | | | | |
| 2023 | | 2022 |
Balance at January 1 | $ | 39,399 | | | $ | 40,126 | |
| | | |
Provision for expected credit losses, net of recoveries | 433 | | | (57) | |
Amounts written off charged against the allowance | (1,371) | | | (1,041) | |
Other, including foreign currency translation | (9) | | | (1,640) | |
Balance at June 30 | $ | 38,452 | | | $ | 37,388 | |
7. Goodwill and Other Intangible Assets
The changes in the carrying value of goodwill by reportable operating segments were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Engineered Products | | Clean Energy & Fueling | | Imaging & Identification | | Pumps & Process Solutions | | Climate & Sustainability Technologies | | Total |
Balance at January 1, 2023 | $ | 712,542 | | | $ | 1,391,418 | | | $ | 1,078,259 | | | $ | 979,535 | | | $ | 507,740 | | | $ | 4,669,494 | |
| | | | | | | | | | | |
Measurement period adjustments | — | | | — | | | — | | | (3,820) | | | — | | | (3,820) | |
| | | | | | | | | | | |
Foreign currency translation | 4,442 | | | 15,966 | | | 9,184 | | | 2,913 | | | 425 | | | 32,930 | |
Balance at June 30, 2023 | $ | 716,984 | | | $ | 1,407,384 | | | $ | 1,087,443 | | | $ | 978,628 | | | $ | 508,165 | | | $ | 4,698,604 | |
During the six months ended June 30, 2023, the Company recorded measurement period adjustments that decreased goodwill by $3,820, principally related to working capital adjustments for 2022 acquisitions within the Pumps & Process Solutions segment.
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
The Company’s definite-lived and indefinite-lived intangible assets by major asset class were as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2023 | | December 31, 2022 |
| Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Amortized intangible assets: | | | | | | | | | | | |
Customer intangibles | $ | 1,897,641 | | | $ | 1,059,509 | | | $ | 838,132 | | | $ | 1,881,402 | | | $ | 996,947 | | | $ | 884,455 | |
Trademarks | 267,800 | | | 142,842 | | | 124,958 | | | 265,466 | | | 132,791 | | | 132,675 | |
Patents | 214,426 | | | 145,885 | | | 68,541 | | | 219,199 | | | 146,337 | | | 72,862 | |
Unpatented technologies | 263,228 | | | 148,466 | | | 114,762 | | | 257,428 | | | 137,750 | | | 119,678 | |
Distributor relationships | 81,672 | | | 60,976 | | | 20,696 | | | 79,622 | | | 57,299 | | | 22,323 | |
| | | | | | | | | | | |
Other | 27,564 | | | 17,091 | | | 10,473 | | | 46,880 | | | 41,682 | | | 5,198 | |
Total | 2,752,331 | | | 1,574,769 | | | 1,177,562 | | | 2,749,997 | | | 1,512,806 | | | 1,237,191 | |
Unamortized intangible assets: | | | | | | | | | | |
Trademarks | 96,617 | | | — | | | 96,617 | | | 96,544 | | | — | | | 96,544 | |
Total intangible assets, net | $ | 2,848,948 | | | $ | 1,574,769 | | | $ | 1,274,179 | | | $ | 2,846,541 | | | $ | 1,512,806 | | | $ | 1,333,735 | |
For the three months ended June 30, 2023 and 2022, amortization expense was $38,951 and $38,718, respectively. For the six months ended June 30, 2023 and 2022, amortization expense was $79,317 and $79,909, respectively. Amortization expense is primarily comprised of acquisition-related intangible amortization. During the six months ended June 30, 2023, the Company acquired certain intellectual property assets through an immaterial asset acquisition. These assets were classified as unpatented technologies and included in the Imaging & Identification segment.
8. Restructuring Activities
The Company's restructuring charges by segment were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Engineered Products | $ | 3,938 | | | $ | 524 | | | $ | 4,477 | | | $ | 981 | |
Clean Energy & Fueling | 5,847 | | | 1,423 | | | 15,991 | | | 1,619 | |
Imaging & Identification | 865 | | | 344 | | | 1,204 | | | 1,535 | |
Pumps & Process Solutions | 3,303 | | | 1,476 | | | 4,629 | | | 2,161 | |
Climate & Sustainability Technologies | 1,205 | | | 159 | | | 1,447 | | | 5,875 | |
Corporate | 1,241 | | | 383 | | | 1,127 | | | 295 | |
Total | $ | 16,399 | | | $ | 4,309 | | | $ | 28,875 | | | $ | 12,466 | |
| | | | | | | |
These amounts are classified in the condensed consolidated statements of earnings as follows: |
Cost of goods and services | $ | 5,682 | | | $ | 1,037 | | | $ | 9,155 | | | $ | 1,244 | |
Selling, general and administrative expenses | 10,717 | | | 3,272 | | | 19,720 | | | 11,222 | |
Total | $ | 16,399 | | | $ | 4,309 | | | $ | 28,875 | | | $ | 12,466 | |
The restructuring expenses of $16,399 and $28,875 incurred during the three and six months ended June 30, 2023 were primarily related to headcount reductions and exit costs in the Clean Energy & Fueling, Engineered Products and Pumps & Process Solutions segments. These restructuring programs were initiated in 2022 and 2023 and were undertaken in light of current market conditions. The Company will continue to make proactive adjustments to its cost structure through restructuring and other programs to align with current demand trends.
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
The Company’s severance and exit accrual activities were as follows:
| | | | | | | | | | | | | | | | | |
| Severance | | Exit | | Total |
Balance at January 1, 2023 | $ | 12,007 | | | $ | 2,503 | | | $ | 14,510 | |
Restructuring charges | 22,204 | | | 6,671 | | | 28,875 | |
Payments | (14,441) | | | (4,747) | | | (19,188) | |
| | | | | |
| | | | | |
Other, including foreign currency translation | 422 | | | (740) | | | (318) | |
Balance at June 30, 2023 | $ | 20,192 | | | $ | 3,687 | | | $ | 23,879 | |
9. Borrowings
Borrowings consist of the following:
| | | | | | | | | | | |
| June 30, 2023 | | December 31, 2022 |
Short-term: | | | |
Commercial paper | $ | 445,500 | | | $ | 734,936 | |
Other | 675 | | | 836 | |
| | | |
Short-term borrowings | $ | 446,175 | | | $ | 735,772 | |
During the six months ended June 30, 2023, commercial paper borrowings decreased $289,436. The borrowings outstanding under the commercial paper program had a weighted average annual interest rate of 5.33% and 4.61% as of June 30, 2023 and December 31, 2022, respectively.
| | | | | | | | | | | | | | | | | |
| | | Carrying amount (1) |
| Principal | | June 30, 2023 | | December 31, 2022 |
Long-term | | | | | |
3.15% 10-year notes due November 15, 2025 | $ | 400,000 | | | $ | 398,400 | | | $ | 398,063 | |
1.25% 10-year notes due November 9, 2026 (euro-denominated) | € | 600,000 | | | 649,816 | | | 631,522 | |
0.750% 8-year notes due November 4, 2027 (euro-denominated) | € | 500,000 | | | 540,865 | | | 525,654 | |
6.65% 30-year debentures due June 1, 2028 | $ | 200,000 | | | 199,506 | | | 199,456 | |
2.950% 10-year notes due November 4, 2029 | $ | 300,000 | | | 297,597 | | | 297,408 | |
5.375% 30-year debentures due October 15, 2035 | $ | 300,000 | | | 296,933 | | | 296,808 | |
6.60% 30-year notes due March 15, 2038 | $ | 250,000 | | | 248,336 | | | 248,279 | |
5.375% 30-year notes due March 1, 2041 | $ | 350,000 | | | 345,120 | | | 344,982 | |
Other | | | — | | | 341 | |
| | | | | |
| | | | | |
Total long-term debt | | | $ | 2,976,573 | | | $ | 2,942,513 | |
(1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discounts were $11.9 million and $12.7 million as of June 30, 2023 and December 31, 2022, respectively. Total deferred debt issuance costs were $9.8 million and $10.7 million as of June 30, 2023 and December 31, 2022, respectively.
The discounts are being amortized to interest expense using the effective interest method over the life of the issuances. The deferred issuance costs are amortized on a straight-line basis over the life of the debt, as this approximates the effective interest method.
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
On April 6, 2023, the Company entered into new $1.0 billion five-year and $500.0 million 364-day unsecured revolving credit facilities ("Credit Agreements") with a syndicate of banks. The new five-year credit facility replaced the previous $1 billion five-year unsecured revolving credit facility, which was set to expire on October 4, 2024 and was terminated by the Company upon execution of the new five-year credit facility. The lenders' commitments under the five-year and 364-day Credit Agreements will terminate and the loans under the Credit Agreements will mature on April 6, 2028 and April 4, 2024, respectively. The Company may elect to extend the maturity date of any loans under the 364-day credit facility until April 4, 2025, subject to conditions specified therein. The Credit Agreements are designated as a liquidity back-stop for the Company's commercial paper program, which was upsized from $1.0 billion to $1.5 billion during the quarter, and also are available for general corporate purposes. At the Company's election, loans under the Credit Agreements will bear interest at a base rate plus an applicable margin. The Credit Agreements require the Company to pay facility fees and impose various restrictions on the Company such as, among other things, a requirement to maintain a minimum interest coverage ratio of consolidated EBITDA to consolidated net interest expense of not less than 3.0 to 1. As of June 30, 2023 and December 31, 2022, there were no outstanding borrowings under the new Credit Agreements or the previous five-year credit facility.
The Company was in compliance with all covenants in the Credit Agreements and other long-term debt covenants at June 30, 2023 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of 13.7 to 1.
Letters of Credit and other Guarantees
As of June 30, 2023, the Company had approximately $183.9 million outstanding in letters of credit, surety bonds, and performance and other guarantees which primarily expire on various dates through 2029. These letters of credit and bonds are primarily issued as security for insurance, warranty and other performance obligations. In general, we would only be liable for the amount of these guarantees in the event of default in the performance of our obligations, the probability of which is believed to be remote.
10. Financial Instruments
Derivatives
The Company is exposed to market risk for changes in foreign currency exchange rates due to the global nature of its operations and certain commodity risks. In order to manage these risks, the Company has hedged portions of its forecasted sales and purchases which occur within the next twelve months that are denominated in non-functional currencies, with currency forward contracts designated as cash flow hedges. At June 30, 2023 and December 31, 2022, the Company had contracts with total notional amounts of $180,999 and $184,565, respectively, to exchange currencies, principally euro, pound sterling, Swedish krona, Canadian dollar, Chinese yuan, and Swiss franc. The Company believes it is probable that all forecasted cash flow transactions will occur.
In addition, the Company had outstanding contracts with a total notional amount of $106,341 and $102,509 as of June 30, 2023 and December 31, 2022, respectively, that are not designated as hedging instruments. These instruments are used to reduce the Company's exposure for operating receivables and payables that are denominated in non-functional currencies. Gains and losses on these contracts are recorded in other income, net in the condensed consolidated statements of earnings.
The following table sets forth the fair values of derivative instruments held by the Company as of June 30, 2023 and December 31, 2022 and the balance sheet lines in which they are recorded:
| | | | | | | | | | | | | | | | | |
| Fair Value Asset (Liability) | | |
| June 30, 2023 | | December 31, 2022 | | Balance Sheet Caption |
Foreign currency forward | $ | 2,255 | | | $ | 944 | | | Prepaid and other current assets |
Foreign currency forward | (2,249) | | | (2,760) | | | Other accrued expenses |
| | | | | |
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
For a cash flow hedge, the change in estimated fair value of a hedging instrument is recorded in accumulated other comprehensive earnings (loss) as a separate component of the condensed consolidated statements of stockholders' equity and is reclassified into revenues, cost of goods and services, or selling, general and administrative expenses in the condensed consolidated statements of earnings during the period in which the hedged transaction is settled. The amount of gains or losses from hedging activity recorded in earnings is not significant, and the amount of unrealized gains and losses from cash flow hedges that are expected to be reclassified to earnings in the next twelve months is not significant; therefore, additional tabular disclosures are not presented. There are no amounts excluded from the assessment of hedge effectiveness, and the Company's derivative instruments that are subject to credit risk contingent features were not significant.
The Company is exposed to credit loss in the event of nonperformance by counterparties to the financial instrument contracts held by the Company; however, nonperformance by these counterparties is considered unlikely as the Company’s policy is to contract with highly-rated, diversified counterparties.
The Company has designated the €600,000 and €500,000 of euro-denominated notes issued November 9, 2016 and November 4, 2019, respectively, as hedges of a portion of its net investment in euro-denominated operations. Changes in the value of the euro-denominated debt are recognized in foreign currency translation adjustments within other comprehensive earnings (loss) of the condensed consolidated statements of comprehensive earnings to offset changes in the value of the net investment in euro-denominated operations. Changes in the value of the euro-denominated debt resulting from exchange rate differences are offset by changes in the net investment due to the high degree of effectiveness between the hedging instruments and the exposure being hedged.
Amounts recognized in other comprehensive earnings for the gains (losses) on net investment hedges were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
(Loss) gain on euro-denominated debt | $ | (14,264) | | | $ | 46,742 | | | $ | (32,511) | | | $ | 84,490 | |
Tax benefit (expense) | 3,166 | | | (10,539) | | | 7,216 | | | (18,970) | |
Net (loss) gain on net investment hedges, net of tax | $ | (11,098) | | | $ | 36,203 | | | $ | (25,295) | | | $ | 65,520 | |
Fair Value Measurements
ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities.
Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022:
| | | | | | | | | | | | | | | | | | | |
| | | June 30, 2023 | | | | December 31, 2022 |
| | | Level 2 | | | | | | Level 2 | | |
Assets: | | | | | | | | | | | |
Foreign currency cash flow hedges | | | $ | 2,255 | | | | | | | $ | 944 | | | |
Liabilities: | | | | | | | | | | | |
Foreign currency cash flow hedges | | | 2,249 | | | | | | | 2,760 | | | |
| | | | | | | | | | | |
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
The derivative contracts are measured at fair value using models based on observable market inputs such as foreign currency exchange rates and interest rates; therefore, they are classified within Level 2 of the fair value hierarchy.
In addition to fair value disclosure requirements related to financial instruments carried at fair value, accounting standards require disclosures regarding the fair value of all of the Company's financial instruments.
The estimated fair value of long-term debt at June 30, 2023 and December 31, 2022, was $2,844,825 and $2,786,862, respectively. The estimated fair value of long-term debt is based on quoted market prices for similar instruments and is, therefore, classified as Level 2 within the fair value hierarchy.
The carrying values of cash and cash equivalents, trade receivables, accounts payable and short-term borrowings approximate their fair values as of June 30, 2023 and December 31, 2022 due to the short-term nature of these instruments.
11. Income Taxes
The effective tax rates for the three months ended June 30, 2023 and 2022 were 19.3% and 13.6%, respectively. The increase in the effective tax rate for the three months ended June 30, 2023 relative to the prior year comparable period was primarily driven by favorable audit resolutions in 2022, including $22,579 related to the Tax Cuts and Jobs Act.
The effective tax rates for the six months ended June 30, 2023 and 2022 were 19.7% and 15.6%, respectively. The increase in the effective tax rate for the six months ended June 30, 2023 relative to the prior year comparable period was primarily driven by favorable audit resolutions in 2022, including $22,579 related to the Tax Cuts and Jobs Act.
Dover and its subsidiaries file tax returns in the U.S., including various state and local returns, and in other foreign jurisdictions. We believe adequate provision has been made for all income tax uncertainties. The Company is routinely audited by taxing authorities in its filing jurisdictions, and a number of these audits are currently underway. The Company believes that within the next twelve months uncertain tax positions may be resolved and statutes of limitations will expire, which could result in a decrease in the gross amount of unrecognized tax benefits of approximately $0 to $5,548.
12. Equity Incentive Program
The Company typically makes its annual grants of equity awards pursuant to actions taken by the Compensation Committee of the Board of Directors at its regularly scheduled first quarter meeting. During the six months ended June 30, 2023, the Company issued stock-settled appreciation rights ("SARs") covering 359,715 shares, performance share awards ("PSAs") of 43,656 and restricted stock units ("RSUs") of 82,055. During the six months ended June 30, 2022, the Company issued SARs covering 335,285 shares, PSAs of 40,087 and RSUs of 76,509.
The Company uses the Black-Scholes option pricing model to determine the fair value of each SAR on the date of grant. Expected volatilities are based on Dover's stock price history, including implied volatilities from traded options on Dover stock. The Company uses historical data to estimate SAR exercise and employee termination patterns within the valuation model. The expected life of SARs granted is derived from the output of the option valuation model and represents the average period of time that SARs granted are expected to be outstanding. The interest rate for periods within the contractual life of the awards is based on the U.S. Treasury yield curve in effect at the time of grant.
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
The assumptions used in determining the fair value of the SARs awarded during the respective periods were as follows:
| | | | | | | | | | | |
| SARs |
| 2023 | | 2022 |
Risk-free interest rate | 3.91 | % | | 1.86 | % |
Dividend yield | 1.32 | % | | 1.25 | % |
Expected life (years) | 5.4 | | 5.4 |
Volatility | 30.65 | % | | 29.46 | % |
| | | |
Grant price | $153.25 | | $160.21 |
Fair value per share at date of grant | $47.27 | | $42.07 |
The PSAs granted in 2023 and 2022 are market condition awards as attainment is based on Dover's performance relative to its peer group (companies listed under the S&P 500 Industrials sector) for the relevant performance period. The performance period and vesting period for these awards is three years. These awards were valued on the date of grant using the Monte Carlo simulation model (a binomial lattice-based valuation model) and are generally recognized ratably over the vesting period, and the fair value is not subject to change based on future market conditions. The assumptions used in determining the fair value of the PSAs granted in the respective periods were as follows:
| | | | | | | | | | | |
| PSAs |
| 2023 | | 2022 |
Risk-free interest rate | 4.28 | % | | 1.68 | % |
Dividend yield | 1.32 | % | | 1.25 | % |
Expected life (years) | 2.9 | | 2.9 |
Volatility | 27.30 | % | | 31.10 | % |
| | | |
Grant price | $153.25 | | $160.21 |
Fair value per share at date of grant | $249.48 | | $196.40 |
The Company also has granted RSUs, and the fair value of these awards was determined using Dover's closing stock price on the date of grant, which was $153.25 and $160.21 for RSUs granted in 2023 and 2022, respectively.
Stock-based compensation is reported within selling, general and administrative expenses in the condensed consolidated statements of earnings. The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Pre-tax stock-based compensation expense | $ | 6,441 | | | $ | 7,218 | | | $ | 18,723 | | | $ | 18,331 | |
Tax benefit | (587) | | | (731) | | | (1,951) | | | (1,846) | |
Total stock-based compensation expense, net of tax | $ | 5,854 | | | $ | 6,487 | | | $ | 16,772 | | | $ | 16,485 | |
13. Commitments and Contingent Liabilities
Litigation
A few of the Company’s subsidiaries are involved in legal proceedings relating to the cleanup of waste disposal sites identified under federal and state statutes which provide for the allocation of such costs among "potentially responsible parties." In each instance, the extent of the Company’s liability appears to be relatively insignificant in relation to the total projected expenditures and the number of other "potentially responsible parties" involved and is anticipated to be immaterial to the Company. In addition, a few of the Company’s subsidiaries are involved in ongoing remedial activities at certain current and former plant sites, in cooperation with regulatory agencies, and appropriate estimated liabilities have been established. At June 30, 2023 and December 31, 2022, these estimated liabilities for environmental and other matters, including private party claims for exposure to hazardous substances that are probable and estimable, were not significant.
The Company and some of its subsidiaries are also parties to a number of other legal proceedings incidental to their businesses. These proceedings primarily involve claims by private parties alleging injury arising out of use of the Company’s products, patent infringement, employment matters and commercial disputes. Management and legal counsel, at least quarterly, review
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
the probable outcome of such proceedings, the costs and expenses reasonably expected to be incurred and currently accrued to-date and consider the availability and extent of insurance coverage. The Company has estimated liabilities for these other legal matters that are probable and estimable, and at June 30, 2023 and December 31, 2022, these estimated liabilities were immaterial. While it is not possible at this time to predict the outcome of these legal actions, in the opinion of management, based on the aforementioned reviews, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, could have a material effect on its financial position, results of operations, or cash flows.
Warranty Accruals
Estimated warranty program claims are provided for at the time of sale of the Company's products. Amounts provided for are based on historical costs and adjusted for new claims and are included within other accrued expenses and other liabilities in the condensed consolidated balance sheet. The changes in the carrying amount of product warranties through June 30, 2023 and 2022, were as follows:
| | | | | | | | | | | |
| 2023 | | 2022 |
Balance at January 1 | $ | 48,449 | | | $ | 48,568 | |
Provision for warranties | 32,483 | | | 31,112 | |
Settlements made | (30,812) | | | (30,955) | |
Other adjustments, including acquisitions and currency translation | 438 | | | (721) | |
Balance at June 30 | $ | 50,558 | | | $ | 48,004 | |
14. Other Comprehensive Earnings
Amounts reclassified from accumulated other comprehensive earnings (loss) to earnings during the three and six months ended June 30, 2023 and 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Foreign currency translation: | | | | | | | |
Reclassification of foreign currency translation losses to earnings for the substantial liquidation of businesses | $ | — | | | $ | — | | | $ | — | | | $ | 5,915 | |
Tax benefit | — | | | — | | | — | | | — | |
Net of tax | $ | — | | | $ | — | | | $ | — | | | $ | 5,915 | |
Pension plans: | | | | | | | |
Amortization of actuarial (gain) loss | $ | (639) | | | $ | 499 | | | $ | (1,280) | | | $ | 1,020 | |
Amortization of prior service costs | 283 | | | 274 | | | 572 | | | 542 | |
| | | | | | | |
Total before tax | (356) | | | 773 | | | (708) | | | 1,562 | |
Tax provision (benefit) | 83 | | | (202) | | | 165 | | | (410) | |
Net of tax | $ | (273) | | | $ | 571 | | | $ | (543) | | | $ | 1,152 | |
Cash flow hedges: | | | | | | | |
Net loss (gain) reclassified into earnings | $ | 1,045 | | | $ | (1,345) | | | $ | 2,118 | | | $ | (3,374) | |
Tax (benefit) provision | (193) | | | 300 | | | (420) | | | 753 | |
Net of tax | $ | 852 | | | $ | (1,045) | | | $ | 1,698 | | | $ | (2,621) | |
Foreign currency translation losses were recognized in selling, general and administrative expenses within the condensed consolidated statement of earnings as a result of the substantial liquidation of certain businesses.
The Company recognizes the amortization of net actuarial gains and losses and prior service costs in other income, net within the condensed consolidated statements of earnings.
Cash flow hedges consist mainly of foreign currency forward contracts. The Company recognizes the realized gains and losses on its cash flow hedges in the same line item as the hedged transaction, such as revenue, cost of goods and services, or selling, general and administrative expenses.
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
15. Segment Information
The Company categorizes its operating companies into five reportable segments as follows:
•Engineered Products segment provides a wide range of equipment, components, software, solutions and services to the vehicle aftermarket, waste handling, industrial automation, aerospace and defense, industrial winch and hoist, and fluid dispensing end-markets.
•Clean Energy & Fueling segment provides components, equipment, software, solutions and services enabling safe and reliable storage, transport and dispensing of traditional and clean fuels (including liquefied natural gas, hydrogen, and electric vehicle charging), cryogenic gases, and other hazardous substances along the supply chain, and safe and efficient operation of convenience retail, retail fueling and vehicle wash establishments.
•Imaging & Identification segment supplies precision marking and coding, product traceability, brand protection and digital textile printing equipment, as well as related consumables, software and services to the global packaged and consumer goods, pharmaceutical, industrial manufacturing, textile and other end-markets.
•Pumps & Process Solutions segment manufactures specialty pumps and flow meters, highly engineered precision components for rotating and reciprocating machines, fluid connecting solutions and plastics and polymer processing equipment, serving single-use biopharmaceutical production, diversified industrial manufacturing, chemical production, plastics and polymer processing, midstream and downstream oil and gas, thermal management applications and other end-markets.
•Climate & Sustainability Technologies segment is a provider of innovative and energy-efficient equipment, components and parts for the commercial refrigeration, heating and cooling and beverage can-making equipment markets.
Management uses segment earnings to evaluate segment performance and allocate resources. Segment earnings is defined as earnings before purchase accounting expenses, restructuring and other costs (benefits), loss (gain) on dispositions, corporate expenses/other, interest expense, interest income and provision for income taxes.
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
Segment financial information and a reconciliation of segment results to consolidated results were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Revenue: | | | | | | | |
Engineered Products | $ | 473,687 | | | $ | 514,436 | | | $ | 971,236 | | | $ | 1,002,083 | |
Clean Energy & Fueling | 441,166 | | | 494,075 | | | 871,895 | | | 952,470 | |
Imaging & Identification | 271,932 | | | 275,951 | | | 555,023 | | | 548,206 | |
Pumps & Process Solutions | 465,626 | | | 441,127 | | | 879,507 | | | 876,322 | |
Climate & Sustainability Technologies | 449,001 | | | 434,164 | | | 904,326 | | | 833,242 | |
Intersegment eliminations | (1,326) | | | (1,038) | | | (2,878) | | | (1,707) | |
Total consolidated revenue | $ | 2,100,086 | | | $ | 2,158,715 | | | $ | 4,179,109 | | | $ | 4,210,616 | |
Net earnings: | | | | | | | |
Segment earnings: | | | | | | | |
Engineered Products | $ | 73,076 | | | $ | 81,671 | | | $ | 157,351 | | | $ | 152,801 | |
Clean Energy & Fueling | 83,616 | | | 99,034 | | | 157,221 | | | 171,996 | |
Imaging & Identification | 61,336 | | | 61,392 | | | 129,651 | | | 119,990 | |
Pumps & Process Solutions | 129,337 | | | 138,048 | | | 244,581 | | | 284,665 | |
Climate & Sustainability Technologies | 76,074 | | | 64,181 | | | 149,852 | | | 117,790 | |
Total segment earnings | 423,439 | | | 444,326 | | | 838,656 | | | 847,242 | |
Purchase accounting expenses (1) | 40,200 | | | 47,019 | | | 82,879 | | | 100,305 | |
Restructuring and other costs (2) | 18,143 | | | 7,944 | | | 32,196 | | | 18,496 | |
Loss on dispositions (3) | — | | | — | | | — | | | 194 | |
Corporate expense / other (4) | 33,922 | | | 27,967 | | | 73,994 | | | 65,371 | |
Interest expense | 33,804 | | | 26,989 | | | 68,018 | | | 53,541 | |
Interest income | (2,653) | | | (949) | | | (4,744) | | | (1,724) | |
Earnings before provision for income taxes | 300,023 | | | 335,356 | | | 586,313 | | | 611,059 | |
Provision for income taxes | 57,784 | | | 45,738 | | | 115,500 | | | 95,288 | |
Net earnings | $ | 242,239 | | | $ | 289,618 | | | $ | 470,813 | | | $ | 515,771 | |
(1) Purchase accounting expenses are primarily comprised of amortization of intangible assets and charges related to fair value step-ups for acquired inventory sold during the period.
(2) Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits, and other asset charges. Restructuring and other costs consist of the following:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Restructuring | $ | 16,399 | | | $ | 4,309 | | | $ | 28,875 | | | $ | 12,466 | |
Other costs, net | 1,744 | | | 3,635 | | | 3,321 | | | 6,030 | |
Restructuring and other costs | $ | 18,143 | | | $ | 7,944 | | | $ | 32,196 | | | $ | 18,496 | |
(3) Loss on dispositions includes working capital adjustments related to dispositions.
(4) Certain expenses are maintained at the corporate level and not allocated to the segments. These expenses include executive and functional compensation costs, non-service pension costs, non-operating insurance expenses, shared business services and digital overhead costs, deal related expenses and various administrative expenses relating to the corporate headquarters.
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
The following table presents revenue disaggregated by geography based on the location of the Company's customers:
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| Three Months Ended June 30, | | Six Months Ended June 30, |
Revenue by geography | 2023 | | 2022 | | 2023 | | 2022 |
United States | $ | 1,161,982 | | | $ | 1,253,061 | | | $ | 2,333,346 | | | $ | 2,404,561 | |
Europe | 446,307 | | | 458,263 | | | 879,148 | | | 905,828 | |
Asia | 230,805 | | | 229,116 | | | 445,655 | | | 458,502 | |
Other Americas | 168,573 | | | 149,728 | | | 340,758 | | | 301,320 | |
Other | 92,419 | | | 68,547 | | | 180,202 | | | 140,405 | |
Total | $ | 2,100,086 | | | $ | 2,158,715 | | | $ | 4,179,109 | | | $ | 4,210,616 | |
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16. Share Repurchases
The Company's Board of Directors approved a standing share repurchase authorization whereby the Company may repurchase up to 20 million shares beginning on January 1, 2021 through December 31, 2023. In the three and six months ended June 30, 2023, there were no share repurchases. In the three and six months ended June 30, 2022, the Company repurchased 641,428 shares of common stock at a total cost of $85,000, or $132.52 per share. As of June 30, 2023, 15,283,326 shares remain authorized for repurchase under the current share repurchase authorization.
17. Earnings per Share
The following table sets forth a reconciliation of the information used in computing basic and diluted earnings per share:
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| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
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Net earnings | $ | 242,239 | | | $ | 289,618 | | | $ | 470,813 | | | $ | 515,771 | |
Basic earnings per common share: | | | | | | | |
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