UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended September 30, 2023
or
OF 1934
For the transition period from to
Commission File Number: 1-4018
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(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 | ||||||
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.
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).
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 .
| ☑ | 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 October 18, 2023 was 139,890,144 .
Dover Corporation
Form 10-Q
Table of Contents
| Page | ||||||||
Item 1. Financial Statements
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods and services | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Operating earnings | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Other income, net | ( | ( | ( | ( | |||||||||||||||||||
| Earnings before provision for income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Net earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
1
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In thousands)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive loss, net of tax | |||||||||||||||||||||||
| Foreign currency translation adjustments: | |||||||||||||||||||||||
Foreign currency translation loss | ( | ( | ( | ( | |||||||||||||||||||
| Reclassification of foreign currency translation losses to earnings | |||||||||||||||||||||||
Total foreign currency translation adjustments (net of $( | ( | ( | ( | ( | |||||||||||||||||||
| Pension and other post-retirement benefit plans: | |||||||||||||||||||||||
| Amortization of actuarial (gain) loss included in net periodic pension cost | ( | ( | |||||||||||||||||||||
| Amortization of prior service costs included in net periodic pension cost | |||||||||||||||||||||||
Total pension and other post-retirement benefit plans (net of $ | ( | ( | |||||||||||||||||||||
| Changes in fair value of cash flow hedges: | |||||||||||||||||||||||
Unrealized net gain arising during period | |||||||||||||||||||||||
| Net loss (gain) reclassified into earnings | ( | ( | |||||||||||||||||||||
Total cash flow hedges (net of $( | ( | ||||||||||||||||||||||
Other comprehensive loss, net of tax | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive earnings | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
2
DOVER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| September 30, 2023 | December 31, 2022 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Receivables, net | |||||||||||
| Inventories, net | |||||||||||
| Prepaid and other current assets | |||||||||||
| Assets held for sale | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets and deferred charges | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Short-term borrowings | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued compensation and employee benefits | |||||||||||
| Deferred revenue | |||||||||||
| Accrued insurance | |||||||||||
| Other accrued expenses | |||||||||||
| Federal and other income taxes | |||||||||||
| Liabilities held for sale | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred income taxes | |||||||||||
| Noncurrent income tax payable | |||||||||||
| Other liabilities | |||||||||||
| Stockholders' equity: | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
3
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share data)
(Unaudited)
Common stock $ | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Treasury stock | Total stockholders' equity | ||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net earnings | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Common stock issued for the exercise of share-based awards | ( | — | — | — | ( | ||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
Common stock $ | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Treasury stock | Total stockholders' equity | ||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net earnings | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Common stock issued for the exercise of share-based awards | ( | — | — | — | ( | ||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
Common stock acquired, including accelerated share repurchase program | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
4
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share data)
(Unaudited)
Common stock $ | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Treasury stock | Total stockholders' equity | ||||||||||||||||||||||||||||||
| Balance at January 1, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net earnings | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Common stock issued for the exercise of share-based awards | ( | — | — | — | ( | ||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Other, net | — | — | — | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
Common stock $ | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Treasury stock | Total stockholders' equity | ||||||||||||||||||||||||||||||
| Balance at January 1, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net earnings | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Common stock issued for the exercise of share-based awards | ( | — | — | — | ( | ||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
Common stock acquired, including accelerated share repurchase program | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
5
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Operating Activities: | |||||||||||
| Net earnings | $ | $ | |||||||||
| Adjustments to reconcile net earnings to cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation expense | |||||||||||
| Reclassification of foreign currency translation losses to earnings | |||||||||||
| Other, net | ( | ( | |||||||||
| Cash effect of changes in assets and liabilities: | |||||||||||
| Accounts receivable, net | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Accrued compensation and employee benefits | ( | ( | |||||||||
| Accrued expenses and other liabilities | ( | ( | |||||||||
| Accrued and deferred taxes, net | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Investing Activities: | |||||||||||
| Additions to property, plant and equipment | ( | ( | |||||||||
| Acquisitions, net of cash and cash equivalents acquired | ( | ( | |||||||||
| Proceeds from sale of property, plant and equipment | |||||||||||
| Other | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing Activities: | |||||||||||
Repurchase of common stock, including prepayment under accelerated share repurchase program | ( | ||||||||||
| Change in commercial paper and other short-term borrowings, net | ( | ||||||||||
| Dividends paid to stockholders | ( | ( | |||||||||
| Payments to settle employee tax obligations on exercise of share-based awards | ( | ( | |||||||||
| Other | ( | ( | |||||||||
Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||||||||
Net decrease in cash and cash equivalents, including cash held for sale | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
Cash and cash equivalents, including cash held for sale, at end of period | $ | $ | |||||||||
| September 30, 2023 | September 30, 2022 | ||||||||||
Cash and cash equivalents | $ | $ | |||||||||
Cash and cash equivalents held for sale | |||||||||||
Cash and cash equivalents, including cash held for sale | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
6
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 16 — Segment Information for further details.
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.
7
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
At September 30, 2023, we estimated that $184,438 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 approximately 62.6 % 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:
| September 30, 2023 | December 31, 2022 | December 31, 2021 | |||||||||||||||
| Contract assets | $ | $ | $ | ||||||||||||||
| Contract liabilities - current | |||||||||||||||||
| Contract liabilities - non-current | |||||||||||||||||
The revenue recognized during the nine months ended September 30, 2023 and 2022 that was included in contract liabilities at the beginning of the period amounted to $212,594 and $178,098 , respectively.
3. Acquisitions
2023 Acquisitions
During the nine months ended September 30, 2023, the Company completed one acquisition. On August 28, 2023, the Company acquired 100 % of the equity interests in the Arc Pacific group ("Arc Pacific"), a leading global supplier of can washers, dry-off, pin and internal bake ovens for the metal packaging industry, for $8,834 , net of cash acquired and including contingent consideration. The Arc Pacific acquisition extends the Company's reach into can processing equipment production within the Climate & Sustainability Technologies segment. In connection with this acquisition, the Company recorded goodwill of $529 and intangible assets of $7,670 , primarily related to customer intangibles.
On September 29, 2023, the Company entered into a definitive agreement to acquire the business of FW Murphy Production Controls, LLC, a leading provider of control and optimization solutions for the reciprocating compression industry, for approximately $530,000 , subject to customary post-closing adjustments. The transaction is subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals, and is expected to close in the fourth quarter of 2023. This acquisition adds complementary offerings within the Pumps & Process Solutions segment.
2022 Acquisitions
During the nine months ended September 30, 2022, the Company acquired two businesses in separate transactions for total consideration of $231,562 , net of cash acquired. Of these transactions, one includes additional consideration contingent on achieving certain financial performance targets. These businesses were acquired to complement and expand upon existing operations within the Pumps & Process Solutions segment. The goodwill recorded as a result of these acquisitions represents the economic benefits expected to be derived from product line expansions and operational synergies. The goodwill is non-deductible for U.S. income tax purposes for these acquisitions.
8
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
Malema
On July 1, 2022, the Company acquired 99.7 % of the equity interests in Malema Engineering Corporation and its related foreign entities ("Malema"), a designer and manufacturer of flow measurement and control instruments serving customers in the biopharmaceutical, semiconductor and industrial sectors, for $223,462 , net of cash acquired and inclusive of the impact of measurement period adjustments discussed below, subject to contingent consideration. During the fourth quarter of 2022, the Company acquired the remaining 0.3 % of equity interests in Malema. The Malema acquisition expands the Company's biopharma single-use production offering within the Pumps & Process Solutions segment. The contingent consideration is based upon meeting certain financial performance targets for each twelve-month period over the next two years from March 31, 2022, with a maximum potential payout of $50,000 . No value is attributed to the current estimated fair value of contingent earn-out liability, which will be reassessed quarterly during the performance periods. In connection with this acquisition, the Company recorded goodwill of $153,082 and intangible assets of $64,000 for customer intangibles, $16,000 for patents, and $4,000 for trademarks. The fair value for customer intangibles at the acquisition date was determined using the multi-period excess earnings method under the income approach. The fair value measurements of intangible assets are based on significant unobservable inputs, and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include discounted future cash flows, customer attrition rates and discount rates. The Company recorded measurement period adjustments primarily related to certain liabilities. These adjustments are based on facts and circumstances that existed, but were not known, as of the acquisition date which resulted in an increase in goodwill of $1,381 .
The following presents the allocation of purchase price to the assets acquired and liabilities assumed under the Malema acquisition, based on their estimated fair values at acquisition date:
| Total | ||||||||
| Current assets, net of cash acquired | $ | |||||||
| Property, plant and equipment | ||||||||
| Goodwill | ||||||||
| Intangible assets | ||||||||
| Other assets and deferred charges | ||||||||
| Current liabilities | ( | |||||||
| Non-current liabilities | ( | |||||||
| Net assets acquired | $ | |||||||
The amounts assigned to goodwill and major intangible asset classifications were as follows:
| Amount allocated | Useful life (in years) | ||||||||||||||||
| Goodwill - non-deductible | $ | na | |||||||||||||||
| Customer intangibles | |||||||||||||||||
| Patents | |||||||||||||||||
| Trademarks | |||||||||||||||||
| $ | |||||||||||||||||
Other acquisition
On May 2, 2022, the Company acquired 100 % of the equity interests in AMN DPI ("AMN"), a designer and manufacturer of polymer pelletizing tools, for $8,100 , net of cash acquired. The AMN acquisition extends 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.
9
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
4. Dispositions
On October 11, 2023, the Company entered into a definitive agreement to sell De-Sta-Co, an operating company within the Engineered Products segment, for approximately $680,000 enterprise value, net of estimated selling costs and subject to customary post-closing adjustments. The transaction is expected to close in the first half of 2024, subject to customary closing conditions, including receipt of regulatory approvals. As of September 30, 2023, De-Sta-Co met the criteria to be classified as held for sale. The Company classified De-Sta-Co's assets and liabilities separately as current assets and current liabilities held for sale within the condensed consolidated balance sheets as of September 30, 2023. The Company had no
The following table presents the assets and liabilities associated with the De-Sta-Co business classified as held for sale as of September 30, 2023.
| September 30, 2023 | |||||
Assets held for sale | |||||
Cash and cash equivalents | $ | ||||
| Receivables, net | |||||
| Inventories, net | |||||
| Property, plant and equipment, net | |||||
Goodwill | |||||
Other assets held for sale | |||||
Total assets held for sale | $ | ||||
Liabilities held for sale | |||||
| Accounts payable | $ | ||||
Accrued expenses and deferred revenue | |||||
Other liabilities held for sale | |||||
Total liabilities held for sale | $ | ||||
| September 30, 2023 | December 31, 2022 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in progress | |||||||||||
| Finished goods | |||||||||||
| Subtotal | |||||||||||
| Less reserves | ( | ( | |||||||||
| Total | $ | $ | |||||||||
6. Property, Plant and Equipment, net
| September 30, 2023 | December 31, 2022 | ||||||||||
| Land | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Machinery, equipment and other | |||||||||||
| Property, plant and equipment, gross | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
Depreciation expense totaled $40,751 and $36,889 for the three months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023 and 2022, depreciation expense totaled $118,121 and $111,274 , respectively.
10
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
7. 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 | $ | $ | |||||||||
| Provision for expected credit losses, net of recoveries | |||||||||||
| Amounts written off charged against the allowance | ( | ( | |||||||||
| Other, including foreign currency translation | ( | ( | |||||||||
| Balance at September 30 | $ | $ | |||||||||
8. 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 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Acquisitions | |||||||||||||||||||||||||||||||||||
| Measurement period adjustments | ( | ( | |||||||||||||||||||||||||||||||||
Held for sale | ( | ( | |||||||||||||||||||||||||||||||||
| Foreign currency translation | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
During the nine months ended September 30, 2023, the Company recognized additions of $529 to goodwill as a result of the acquisition discussed in Note 3 — Acquisitions. During the nine months ended September 30, 2023, the Company recorded measurement period adjustments that decreased goodwill by $5,103 , principally related to working capital adjustments for 2022 acquisitions within the Pumps & Process Solutions segment. As noted in Note 4 — Dispositions, the Company classified De-Sta-Co's assets and liabilities as held for sale as of September 30, 2023. As a result, the Engineered Products segment goodwill balance was reduced by $58,337 .
11
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
| September 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 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Trademarks | |||||||||||||||||||||||||||||||||||
| Patents | |||||||||||||||||||||||||||||||||||
| Unpatented technologies | |||||||||||||||||||||||||||||||||||
| Distributor relationships | |||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||
| Unamortized intangible assets: | |||||||||||||||||||||||||||||||||||
| Trademarks | — | — | |||||||||||||||||||||||||||||||||
| Total intangible assets, net | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
9. Restructuring Activities
The Company's restructuring charges by segment were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Engineered Products | $ | $ | $ | $ | |||||||||||||||||||
| Clean Energy & Fueling | ( | ||||||||||||||||||||||
| Imaging & Identification | |||||||||||||||||||||||
| Pumps & Process Solutions | |||||||||||||||||||||||
| Climate & Sustainability Technologies | ( | ||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| These amounts are classified in the condensed consolidated statements of earnings as follows: | |||||||||||||||||||||||
| Cost of goods and services | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The restructuring expenses of $4,919 incurred during the three months ended September 30, 2023 were primarily related to headcount reductions and exit costs in the Pumps & Process Solutions, Engineered Products and Climate & Sustainability Technologies segments. The restructuring expenses of $33,794 incurred during the nine months ended September 30, 2023 were primarily related to headcount reductions and exit costs in the Clean Energy & Fueling, Pumps & Process Solutions, and Engineered Product 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.
12
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 | $ | $ | $ | ||||||||||||||
| Restructuring charges | |||||||||||||||||
| Payments | ( | ( | ( | ||||||||||||||
| Other, including foreign currency translation | ( | ( | ( | ||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | ||||||||||||||
10. Borrowings
Borrowings consist of the following:
| September 30, 2023 | December 31, 2022 | ||||||||||
Short-term | |||||||||||
| Commercial paper | $ | $ | |||||||||
| Other | |||||||||||
| Short-term borrowings | $ | $ | |||||||||
During the nine months ended September 30, 2023, commercial paper borrowings decreased $528,636 . The borrowings outstanding under the commercial paper program had a weighted average annual interest rate of 5.44 % and 4.61 % as of September 30, 2023 and December 31, 2022, respectively.
Carrying amount (1) | |||||||||||||||||
| Principal | September 30, 2023 | December 31, 2022 | |||||||||||||||
| Long-term | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
| € | |||||||||||||||||
| € | |||||||||||||||||
| $ | |||||||||||||||||
| $ | |||||||||||||||||
| $ | |||||||||||||||||
| $ | |||||||||||||||||
| $ | |||||||||||||||||
| Other | |||||||||||||||||
| Total long-term debt | $ | $ | |||||||||||||||
(1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discounts were $11.3 million and $12.7 million as of September 30, 2023 and December 31, 2022, respectively. Total deferred debt issuance costs were $9.4 million and $10.7 million as of September 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.
13
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 second quarter of 2023, 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 September 30, 2023 and December 31, 2022, there were no five-year credit facility.
The Company was in compliance with all covenants in the Credit Agreements and other long-term debt covenants at September 30, 2023 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of 13.8 to 1.
Letters of Credit and other Guarantees
As of September 30, 2023, the Company had approximately $182.5 million outstanding in letters of credit, surety bonds, and performance and other guarantees which primarily expire on various dates through 2031. 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.
11. 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 September 30, 2023 and December 31, 2022, the Company had contracts with total notional amounts of $174,906 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 $110,002 and $102,509 as of September 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 September 30, 2023 and December 31, 2022 and the balance sheet lines in which they are recorded:
| Fair Value Asset (Liability) | |||||||||||||||||
| September 30, 2023 | December 31, 2022 | Balance Sheet Caption | |||||||||||||||
| Foreign currency forward | $ | $ | Prepaid and other current assets | ||||||||||||||
| Foreign currency forward | ( | ( | Other accrued expenses | ||||||||||||||
14
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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
Gain on euro-denominated debt | $ | $ | $ | $ | |||||||||||||||||||
Tax expense | ( | ( | ( | ( | |||||||||||||||||||
Net gain on net investment hedges, net of tax | $ | $ | $ | $ | |||||||||||||||||||
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 September 30, 2023 and December 31, 2022:
| September 30, 2023 | December 31, 2022 | ||||||||||
| Level 2 | Level 2 | ||||||||||
| Assets: | |||||||||||
| Foreign currency cash flow hedges | $ | $ | |||||||||
| Liabilities: | |||||||||||
| Foreign currency cash flow hedges | |||||||||||
15
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 September 30, 2023 and December 31, 2022, was $2,761,155 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 September 30, 2023 and December 31, 2022 due to the short-term nature of these instruments.
12. Income Taxes
The effective tax rates for the three months ended September 30, 2023 and 2022 were 18.3 % and 19.0 %, respectively. The decrease in the effective tax rate for the three months ended September 30, 2023 relative to the prior year comparable period was primarily due to favorable audit resolutions.
The effective tax rates for the nine months ended September 30, 2023 and 2022 were 19.2 % and 16.8 %, respectively. The increase in the effective tax rate for the nine months ended September 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 $4,007 .
The Company believes there is a reasonable possibility that sufficient positive evidence may become available to reach a conclusion that the valuation allowance on certain deferred tax assets will no longer be needed. Releasing the valuation allowance, or a portion thereof, would result in the recognition of previously unrecognized deferred tax assets and a decrease to income tax expense in the period the release is recorded. The exact timing and amount of the valuation allowance release are subject to change.
13. 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 nine months ended September 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 88,121 . During the nine months ended September 30, 2022, the Company issued SARs covering 335,285 shares, PSAs of 40,087 and RSUs of 79,556 .
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.
16
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 | % | % | |||||||||
| Dividend yield | % | % | |||||||||
| Expected life (years) | |||||||||||
| Volatility | % | % | |||||||||
Grant price | $ | $ | |||||||||
Fair value per share at date of grant | $ | $ | |||||||||
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 | % | % | |||||||||
| Dividend yield | % | % | |||||||||
| Expected life (years) | |||||||||||
| Volatility | % | % | |||||||||
| Grant price | $ | $ | |||||||||
| Fair value per share at date of grant | $ | $ | |||||||||
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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Pre-tax stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
| Tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| Total stock-based compensation expense, net of tax | $ | $ | $ | $ | |||||||||||||||||||
14. 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 September 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,
17
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
patent infringement, employment matters and commercial disputes. Management and legal counsel, at least quarterly, review 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 September 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 sheets. The changes in the carrying amount of product warranties through September 30, 2023 and 2022, were as follows:
| 2023 | 2022 | ||||||||||
| Balance at January 1 | $ | $ | |||||||||
| Provision for warranties | |||||||||||
| Settlements made | ( | ( | |||||||||
| Other adjustments, including acquisitions and currency translation | ( | ( | |||||||||
| Balance at September 30 | $ | $ | |||||||||
15. Other Comprehensive Earnings
Amounts reclassified from accumulated other comprehensive loss to earnings during the three and nine months ended September 30, 2023 and 2022 were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Foreign currency translation: | |||||||||||||||||||||||
| Reclassification of foreign currency translation losses to earnings for the substantial liquidation of businesses | $ | $ | $ | $ | |||||||||||||||||||
| Tax benefit | |||||||||||||||||||||||
| Net of tax | $ | $ | $ | $ | |||||||||||||||||||
| Pension plans: | |||||||||||||||||||||||
| Amortization of actuarial (gain) loss | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Amortization of prior service costs | |||||||||||||||||||||||
| Total before tax | ( | ( | |||||||||||||||||||||
| Tax provision (benefit) | ( | ( | |||||||||||||||||||||
| Net of tax | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||
| Net loss (gain) reclassified into earnings | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Tax (benefit) provision | ( | ( | |||||||||||||||||||||
| Net of tax | $ | $ | ( | $ | $ | ( | |||||||||||||||||
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.
18
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
16. 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.
19
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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Engineered Products | $ | $ | $ | $ | |||||||||||||||||||
| Clean Energy & Fueling | |||||||||||||||||||||||
| Imaging & Identification | |||||||||||||||||||||||
| Pumps & Process Solutions | |||||||||||||||||||||||
| Climate & Sustainability Technologies | |||||||||||||||||||||||
| Intersegment eliminations | ( | ( | ( | ( | |||||||||||||||||||
| Total consolidated revenue | $ | $ | $ | $ | |||||||||||||||||||
| Net earnings: | |||||||||||||||||||||||
Segment earnings: | |||||||||||||||||||||||
| Engineered Products | $ | $ | $ | $ | |||||||||||||||||||
| Clean Energy & Fueling | |||||||||||||||||||||||
| Imaging & Identification | |||||||||||||||||||||||
| Pumps & Process Solutions | |||||||||||||||||||||||
| Climate & Sustainability Technologies | |||||||||||||||||||||||
| Total segment earnings | |||||||||||||||||||||||
Purchase accounting expenses (1) | |||||||||||||||||||||||
Restructuring and other costs (2) | |||||||||||||||||||||||
Loss on dispositions (3) | |||||||||||||||||||||||
Corporate expense / other (4) | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Earnings before provision for income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
(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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Restructuring | $ | $ | $ | $ | |||||||||||||||||||
| Other costs, net | |||||||||||||||||||||||
| Restructuring and other costs | $ | $ | $ | $ | |||||||||||||||||||
(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.
20
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:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Revenue by geography | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Asia | |||||||||||||||||||||||
| Other Americas | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
17. Share Repurchases
In August 2023, the Company's Board of Directors approved a new standing share repurchase authorization whereby the Company may repurchase up to 20 million shares beginning on January 1, 2024 through December 31, 2026.
In November 2020, 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 nine months ended September 30, 2023, there were no
On August 31, 2022, the Company entered into a $500,000 accelerated share repurchase agreement (the "ASR Agreement") with Bank of America N.A. ("Bank of America") to repurchase its shares in an accelerated share repurchase program (the "ASR Program"). The ASR Program is classified as equity, initially recorded at fair value with no subsequent remeasurement. The Company conducted the ASR Program under the current share repurchase authorization. The Company funded the ASR Program with net proceeds from commercial paper.
Under the terms of the ASR Agreement, the Company paid Bank of America $500,000 on September 1, 2022 and on that date received initial deliveries of 3,201,025 shares, representing a substantial majority of the shares expected to be retired over the course of the ASR Agreement. In December 2022, Bank of America delivered 691,270 additional shares which completed the ASR Program. During 2022, the Company received a total of 3,892,295 shares upon completion of the ASR Agreement. The total number of shares ultimately repurchased under the ASR Agreement was based on the volume-weighted average share price of Dover's common stock during the calculation period of the ASR Program, less a discount, which was $128.46 over the term of the ASR Program.
In the three months ended September 30, 2022, exclusive of the ASR Program, there were no share repurchases. In the nine months ended September 30, 2022, exclusive of the ASR Program, the Company repurchased 641,428 shares of common stock at a total cost of $85,000 , or $132.52 per share. As of September 30, 2023, 15,283,326 shares remain authorized for repurchase under the November 2020 share repurchase authorization.
21
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
18. Earnings per Share
The following table sets forth a reconciliation of the information used in computing basic and diluted earnings per share:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Basic earnings per common share: | |||||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Diluted earnings per common share: | |||||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Weighted average shares outstanding - Basic | |||||||||||||||||||||||
| Dilutive effect of assumed exercise of SARs and vesting of performance shares and RSUs | |||||||||||||||||||||||
| Weighted average shares outstanding - Diluted | |||||||||||||||||||||||
Diluted earnings per share amounts are computed using the weighted average number of common shares outstanding and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of SARs and vesting of performance shares and RSUs, as determined using the treasury stock method.
The weighted average number of anti-dilutive potential common shares excluded from the calculation above were approximately 39,000 and 19,000 for the three months ended September 30, 2023 and 2022, respectively, and 54,000 and 28,000 for the nine months ended September 30, 2023 and 2022, respectively.
19. Recent Accounting Pronouncements
Recently Adopted Accounting Standard
In September 2022, the FASB issued ASU No. 2022-04 Liabilities-Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations. The amendments in this update require a buyer in a supplier finance program to disclose information about the program's nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted the guidance when it became effective on January 1, 2023, except for the rollforward requirement, which becomes effective January 1, 2024. The adoption did not have a material impact on the Company's condensed consolidated financial statements.
The Company facilitates the opportunity for suppliers to participate in a voluntary supply chain financing ("SCF") program with a third-party financial institution. Participating suppliers are paid directly by the SCF financial institution and, in addition, may elect to sell receivables due from the Company to the SCF financial institution for early payment. Thus, participating suppliers have additional potential flexibility in managing their liquidity by accelerating, at their option and cost, collection of receivables due from the Company.
The Company and its suppliers agree on commercial terms, including payment terms, for the goods and services the Company procures, regardless of whether the supplier participates in SCF. For participating suppliers, the Company’s responsibility is limited to making all payments to the SCF financial institution on the terms originally negotiated with the supplier, irrespective of whether the supplier elects to sell receivables to the SCF financial institution. The Company does not determine the terms or conditions of the arrangement between the SCF financial institution and the Company's suppliers. The SCF financial institution pays the supplier on the invoice due date for any invoices that were not previously sold by the supplier. The agreement between
22
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
the Company and the SCF financial institution does not require the Company to provide assets pledged as security or other forms of guarantees.
Outstanding payments related to the SCF program are recorded within accounts payable in our condensed consolidated balance sheets. As of September 30, 2023 and December 31, 2022, amounts due to the SCF financial institution were approximately $188,902 and $194,362 , respectively.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Refer to the section below entitled "Special Notes Regarding Forward-Looking Statements" for a discussion of factors that could cause our actual results to differ from the forward-looking statements contained below and throughout this quarterly report.
Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), we refer to measures used by management to evaluate performance, including a number of financial measures that are not defined under accounting principles generally accepted in the United States of America ("GAAP"). Please see "Non-GAAP Disclosures" at the end of this Item 2 for further detail on these financial measures. We believe these measures provide investors with important information that is useful in understanding our business results and trends. Reconciliations within this MD&A provide more details on the use and derivation of these measures.
OVERVIEW
Dover is a diversified global manufacturer and solutions provider delivering innovative equipment and components, consumable supplies, aftermarket parts, software and digital solutions, and support services through five operating segments: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies. The Company's entrepreneurial business model encourages, promotes and fosters deep customer engagement and collaboration, which has led to Dover's well-established and valued reputation for providing superior customer service and industry-leading product innovation. Unless the context indicates otherwise, references herein to "Dover," "the Company," and words such as "we," "us," or "our" include Dover Corporation and its consolidated subsidiaries.
Dover's five operating segments are as follows:
•Our 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.
•Our 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.
•Our 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.
•Our 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.
•Our 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.
In the third quarter of 2023, revenue was $2.2 billion, which decreased $5.0 million, or 0.2%, as compared to the third quarter of 2022. This was due to organic revenue decline of 2.4% partially offset by a favorable impact from foreign currency translation of 1.2% and by acquisition-related revenue growth of 1.0%. Pricing and productivity initiatives continued in the quarter to offset the impact of lower volumes across some of the Company's businesses.
The 2.4% organic revenue decline for the third quarter of 2023 was a result of our Pumps & Process Solutions, Imaging & Identification and Engineered Products segments which had a decline of 7.3%, 3.6% and 3.0%, respectively. The decline was partially offset by the Climate & Sustainability Technologies segment which had growth of 1.8%. The Clean Energy & Fueling segment was approximately flat. For further information, see "Segment Results of Operations" within this Item 2.
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From a geographic perspective, organic revenue for the U.S., our largest market, decreased 7.3% in the third quarter of 2023 compared to the prior year comparable quarter, driven primarily by reduced year-over-year shipments in liquefied petroleum gas components, vehicle wash solutions and below ground retail fueling equipment in the Clean Energy & Fueling segment and reduced shipments for components used in biopharma production in the Pumps & Process Solutions segment. Organic revenue for Other Americas increased 13.1%, while Europe and Asia decreased 5.2% and 3.4%, respectively.
Bookings were $2.0 billion for the three months ended September 30, 2023, a decrease of $56.9 million, or 2.8% compared to the prior year comparable quarter. Included in this result was an organic decline of 4.1%, partially offset by a favorable impact from foreign currency translation of 1.0% and acquisition-related growth of 0.3%. The organic bookings decline was primarily due to our customers reducing on-hand inventory as our lead times normalize across the portfolio.
Backlog as of September 30, 2023 was $2.6 billion, a decrease from $3.2 billion in the prior year, but remains elevated on a relative historical basis. See definition of bookings and backlog in "Segment Results of Operations" within this Item 2.
Restructuring and other costs for the three months ended September 30, 2023 were $12.3 million which included restructuring charges of $4.9 million and other costs of $7.4 million. Restructuring and other costs were primarily related to headcount reductions and exit costs in the Pumps & Process Solutions, Engineered Products and Climate & Sustainability Technologies segments, as well as an asset impairment in our Climate & Sustainability Technologies segment and footprint reduction in our Clean Energy & Fueling segment. The restructuring programs were initiated in 2022 and 2023 and were undertaken in light of current market conditions. See Note 9 — Restructuring Activities in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.
On September 29, 2023, the Company entered into a definitive agreement to acquire the business of FW Murphy Production Controls, LLC ("FW Murphy"), for approximately $530,000, subject to customary post-closing adjustments. This acquisition is expected to close in the fourth quarter of 2023 and adds complementary offerings within the Pumps & Process Solutions segment.
On October 11, 2023, the Company entered into a definitive agreement to sell De-Sta-Co, an operating company within the Engineered Products segment, for approximately $680,000 enterprise value, net of estimated selling costs and subject to customary post-closing adjustments. As of September 30, 2023, De-Sta-Co met the criteria to be classified as held for sale. We classified De-Sta-Co assets and liabilities separately in the condensed consolidated balance sheets as of September 30, 2023.
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CONSOLIDATED RESULTS OF OPERATIONS
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (dollars in thousands, except per share figures) | 2023 | 2022 | % / Point Change | 2023 | 2022 | % / Point Change | |||||||||||||||||||||||||||||
| Revenue | $ | 2,153,268 | $ | 2,158,291 | (0.2) | % | $ | 6,332,377 | $ | 6,368,907 | (0.6) | % | |||||||||||||||||||||||
| Cost of goods and services | 1,360,253 | 1,385,541 | (1.8) | % | 4,033,507 | 4,071,680 | (0.9) | % | |||||||||||||||||||||||||||
| Gross profit | 793,015 | 772,750 | 2.6 | % | 2,298,870 | 2,297,227 | 0.1 | % | |||||||||||||||||||||||||||
| Gross profit margin | 36.8 | % | 35.8 | % | 1.0 | 36.3 | % | 36.1 | % | 0.2 | |||||||||||||||||||||||||
| Selling, general and administrative expenses | 420,245 | 402,339 | 4.5 | % | 1,286,999 | 1,270,615 | 1.3 | % | |||||||||||||||||||||||||||
| Selling, general and administrative expenses as a percent of revenue | 19.5 | % | 18.6 | % | 0.9 | 20.3 | % | 20.0 | % | 0.3 | |||||||||||||||||||||||||
| Operating earnings | 372,770 | 370,411 | 0.6 | % | 1,011,871 | 1,026,612 | (1.4) | % | |||||||||||||||||||||||||||
| Interest expense | 32,389 | 29,789 | 8.7 | % | 100,407 | 83,330 | 20.5 | % | |||||||||||||||||||||||||||
| Interest income | (3,808) | (1,244) | 206.1 | % | (8,552) | (2,968) | 188.1 | % | |||||||||||||||||||||||||||
| Other income, net | (10,273) | (11,167) | nm* | (20,759) | (17,842) | nm* | |||||||||||||||||||||||||||||
| Earnings before provision for income taxes | 354,462 | 353,033 | 0.4 | % | 940,775 | 964,092 | (2.4) | % | |||||||||||||||||||||||||||
| Provision for income taxes | 64,709 | 67,007 | (3.4) | % | 180,209 | 162,295 | 11.0 | % | |||||||||||||||||||||||||||
| Effective tax rate | 18.3 | % | 19.0 | % | (0.7) | 19.2 | % | 16.8 | % | 2.4 | |||||||||||||||||||||||||
| Net earnings | 289,753 | 286,026 | 1.3 | % | 760,566 | 801,797 | (5.1) | % | |||||||||||||||||||||||||||
| Net earnings per common share - diluted | $ | 2.06 | $ | 2.00 | 3.0 | % | $ | 5.41 | $ | 5.55 | (2.5) | % | |||||||||||||||||||||||
* nm - not meaningful
Revenue
Revenue for the three months ended September 30, 2023 decreased $5.0 million, or 0.2%, from the prior year comparable quarter. Organic revenue declined 2.4%, primarily due to lower revenue in our Pumps & Process Solutions, Imaging & Identification and Engineered Products segments. This decline was partially offset by a favorable impact from foreign currency translation of 1.2% and by acquisition-related revenue growth of 1.0%. Customer pricing favorably impacted revenue by approximately 3.4% in the third quarter of 2023 and by 7.6% in the prior year comparable quarter.
Revenue for the nine months ended September 30, 2023 decreased $36.5 million, or 0.6%, from the prior year comparable period. The decrease primarily reflects an organic revenue decline of 0.9% and an unfavorable impact from foreign currency translation of 0.6%. This decline was partially offset by acquisition-related revenue growth of 0.9%. Customer pricing favorably impacted revenue by approximately 4.3% for the nine months ended September 30, 2023, and by 6.7% in the prior year comparable period.
Gross Profit
Gross profit for the three months ended September 30, 2023 increased $20.3 million, or 2.6%, and gross profit margin increased 100 basis points to 36.8%, versus the prior year comparable quarter. Gross profit margin increased driven by benefits from pricing and productivity actions, partially offset by lower volumes across some of the Company's businesses.
Gross profit for the nine months ended September 30, 2023 increased $1.6 million, or 0.1%, and gross profit margin increased by 20 basis points to 36.3%, from the prior year comparable period. Gross profit margin increased driven by benefits from pricing, productivity and restructuring actions, partially offset by lower volumes across some of the Company's businesses.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended September 30, 2023 increased $17.9 million, or 4.5%, from the prior year comparable quarter, primarily driven by increased employee compensation and benefits, transaction and integration costs and insurance costs, partially offset by lower contract labor costs. As a percentage of revenue, selling, general and administrative expenses increased 90 basis points as compared to the prior year comparable quarter to 19.5% driven by increased selling, general and administrative expenses and a decrease in revenue.
Selling, general and administrative expenses for the nine months ended September 30, 2023 increased $16.4 million, or 1.3%, from the prior year comparable period, primarily driven by increased restructuring, transaction and integration costs and deferred compensation, partially offset by lower contract labor costs. Selling, general and administrative expenses as a percentage of revenue increased 30 basis points as compared to the prior year comparable period to 20.3% driven by increased selling, general and administrative expenses and a decrease in revenue.
Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to $38.2 million and $44.0 million for the three months ended September 30, 2023 and 2022, respectively, and $115.5 million and $123.3 million, for the nine months ended September 30, 2023 and 2022, respectively. These costs as a percentage of revenue were 1.8% and 2.0% for the three months ended September 30, 2023 and 2022, respectively, and 1.8% and 1.9% for the nine months ended September 30, 2023 and 2022, respectively.
Other Income, net
Other income, net includes non-service pension benefit, deferred compensation plan investments gain or loss, earnings or charges from equity method investments, foreign exchange gain or loss, and various other items. Other income, net for the three and nine months ended September 30, 2023 decreased $0.9 million and increased $2.9 million, respectively, from the prior year comparable periods driven by various immaterial items.
Income Taxes
The effective tax rates for the three months ended September 30, 2023 and 2022 were 18.3% and 19.0%, respectively. The decrease in the effective tax rate for the three months ended September 30, 2023 relative to the prior year comparable quarter was primarily due to favorable audit resolutions.
The effective tax rates for the nine months ended September 30, 2023 and 2022 were 19.2% and 16.8%, respectively. The increase in the effective tax rate for the nine months ended September 30, 2023 relative to the prior year comparable period was primarily driven by favorable audit resolutions in 2022, including $22.6 million related to the Tax Cuts and Jobs Act.
The Company is monitoring the potential changes in tax laws resulting from the Organization for Economic Cooperation and Development’s multi-jurisdictional plan of action to address base erosion and profit shifting, which could impact our effective tax rate.
Net earnings
Net earnings for the three months ended September 30, 2023 increased 1.3% to $289.8 million, or $2.06 diluted earnings per share, from $286.0 million, or $2.00 diluted earnings per share, in the prior year comparable quarter. The increase in net earnings is mainly attributable to pricing and productivity actions and lower provision for income taxes, partially offset by an increase in selling, general and administrative expenses.
Net earnings for the nine months ended September 30, 2023 decreased 5.1% to $760.6 million, or $5.41 diluted earnings per share, from $801.8 million, or $5.55 diluted earnings per share, in the prior year comparable period. The decrease in net earnings is mainly attributable to higher income tax expense due to favorable audit resolutions in 2022, increased selling, general and administrative expenses and interest expense, driven by higher average interest rates compared to the prior year comparable period.
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SEGMENT RESULTS OF OPERATIONS
The summary that follows provides a discussion of the results of operations of each of our five reportable operating segments (Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies). Each of these segments is comprised of various product and service offerings that serve multiple markets. We evaluate our operating segment performance based on segment earnings as defined in Note 16 — Segment Information in the condensed consolidated financial statements in Item 1 of this Form 10-Q. For further information, see "Non-GAAP Disclosures" at the end of this Item 2.
Additionally, we use the following operational metrics in monitoring the performance of the business. We believe the operational metrics are useful to investors and other users of our financial information in assessing the performance of our segments:
•Bookings represent total orders received from customers in the current reporting period. This metric is an important measure of performance and an indicator of revenue order trends.
•Organic bookings represent total orders received from customers in the current reporting period excluding the impact of foreign currency exchange rates and the impact of acquisitions and dispositions. This metric is an important measure of performance and an indicator of revenue order trends.
•Backlog represents an estimate of the total remaining bookings at a point in time for which performance obligations have not yet been satisfied. This metric is useful as it represents the aggregate amount we expect to recognize as revenue in the future.
•Book-to-bill is a ratio of the amount of bookings received from customers during a period divided by the amount of revenue recorded during that same period. This metric is a useful indicator of demand.
Engineered Products
Our 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.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2023 | 2022 | % Change | 2023 | 2022 | % Change | ||||||||||||||||||||||||||||||||
| Revenue | $ | 504,271 | $ | 516,501 | (2.4) | % | $ | 1,475,507 | $ | 1,518,584 | (2.8) | % | ||||||||||||||||||||||||||
| Segment earnings | $ | 101,610 | $ | 90,145 | 12.7 | % | $ | 258,961 | $ | 242,946 | 6.6 | % | ||||||||||||||||||||||||||
| Segment margin | 20.1 % | 17.5 % | 17.6% | 16.0% | ||||||||||||||||||||||||||||||||||
| Operational metrics: | ||||||||||||||||||||||||||||||||||||||
| Bookings | $ | 576,641 | $ | 512,374 | 12.5 | % | $ | 1,602,244 | $ | 1,506,077 | 6.4 | % | ||||||||||||||||||||||||||
| Backlog | $ | 841,722 | $ | 742,766 | 13.3 | % | ||||||||||||||||||||||||||||||||
Components of revenue decline: | ||||||||||||||||||||||||||||||||||||||
Organic decline | (3.0) | % | (2.5) | % | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | 0.6 | % | (0.3) | % | ||||||||||||||||||||||||||||||||||
Total revenue decline | (2.4) | % | (2.8) | % | ||||||||||||||||||||||||||||||||||
Third Quarter 2023 Compared to the Third Quarter 2022
Engineered Products segment revenue for the third quarter of 2023 decreased $12.2 million, or 2.4%, as compared to the third quarter of 2022, comprised primarily of organic decline of 3.0% and a favorable impact from foreign currency translation of 0.6%. Customer pricing favorably impacted revenue in the third quarter of 2023 by approximately 2.6% and by 10.6% in the prior year comparable quarter.
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The organic revenue decline was primarily due to soft market conditions in Asia and Europe and in our vehicle services businesses, where transient disruptions from a second quarter ERP upgrade reduced volumes but improved sequentially, partially offset by pricing initiatives, robust demand in our waste handling business as large national waste haulers and municipal governments invest to upgrade their refuse collection vehicle fleets and implement our leading digital technologies to improve waste collection process efficiencies, and increased demand from key defense customers in our aerospace and defense business. We expect positive organic growth in the fourth quarter driven by our backlog position and strong order demand trends in several of our key end markets, most notably waste handling. Our expected growth in waste handling is dependent to a large extent on truck chassis availability from major third-party manufacturers and timing of receipt.
Engineered Products segment earnings increased $11.5 million, or 12.7%, compared to the third quarter of 2022. The increase was primarily driven by customer pricing actions, improved productivity, favorable business mix and a favorable impact from foreign currency translation, partially offset by lower volumes and higher labor costs. As a result, segment margin increased to 20.1% from 17.5% as compared to the prior year comparable quarter.
Bookings increased 12.5% for the segment, comprised of organic growth of 11.6% and a favorable impact from foreign currency translation of 0.9%. The organic bookings growth was driven by robust demand in our waste handling business as large waste haulers upgrade their vehicle fleets. Segment book-to-bill was 1.14, and backlog increased 13.3% compared to the prior year comparable period.
Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022
Engineered Products revenue for the nine months ended September 30, 2023 decreased $43.1 million, or 2.8%, compared to the prior year comparable period. This was comprised of organic revenue decline of 2.5% and an unfavorable impact from foreign currency translation of 0.3%. The organic revenue decline was due to soft market conditions and transient manufacturing and shipment disruptions in our vehicle services business caused by an ERP system upgrade, partially offset by strong growth in our waste handling business and customer pricing actions. Customer pricing favorably impacted revenue by approximately 2.9% in the nine months ended September 30, 2023, and by 10.6% in the prior year comparable period.
Segment earnings for the nine months ended September 30, 2023 increased $16.0 million, or 6.6%, as compared to the 2022 comparable period. The growth was primarily driven by customer pricing actions, improved plant productivity, strong discretionary cost management and a favorable impact from foreign currency translation, partially offset by lower volumes. Segment margin increased to 17.6% from 16.0% as compared to the prior year comparable period.
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Clean Energy & Fueling
Our 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.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2023 | 2022 | % Change | 2023 | 2022 | % Change | ||||||||||||||||||||||||||||||||
| Revenue | $ | 466,959 | $ | 464,022 | 0.6 | % | $ | 1,338,854 | $ | 1,416,492 | (5.5) | % | ||||||||||||||||||||||||||
| Segment earnings | $ | 92,483 | $ | 90,208 | 2.5 | % | $ | 249,704 | $ | 262,204 | (4.8) | % | ||||||||||||||||||||||||||
| Segment margin | 19.8 % | 19.4 % | 18.7 % | 18.5 % | ||||||||||||||||||||||||||||||||||
| Operational metrics: | ||||||||||||||||||||||||||||||||||||||
| Bookings | $ | 449,663 | $ | 432,259 | 4.0 | % | $ | 1,344,326 | $ | 1,421,611 | (5.4) | % | ||||||||||||||||||||||||||
| Backlog | $ | 317,719 | $ | 368,050 | (13.7) | % | ||||||||||||||||||||||||||||||||
Components of revenue growth (decline): | ||||||||||||||||||||||||||||||||||||||
Organic decline | (0.2) | % | (4.1) | % | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | 0.8 | % | (1.4) | % | ||||||||||||||||||||||||||||||||||
Total revenue growth (decline) | 0.6 | % | (5.5) | % | ||||||||||||||||||||||||||||||||||
Third Quarter 2023 Compared to the Third Quarter 2022
Clean Energy & Fueling segment revenue for the third quarter of 2023 increased $2.9 million, or 0.6%, as compared to the third quarter of 2022, comprised of a favorable impact from foreign currency translation of 0.8% and a modest organic decline of 0.2%. Customer pricing favorably impacted revenue in the third quarter of 2023 by approximately 4.0% and by 7.2% in the prior year comparable quarter.
The organic revenue decline was primarily due to reduced year-over-year demand in liquefied petroleum gas components, vehicle wash solutions and below ground retail fueling equipment as higher interest rates have impacted certain customers' ability to finance equipment purchases, and have also led to general reduction in our customer's inventory across our distribution channels. This headwind was mostly offset by increased demand in clean fuels (hydrogen and liquefied natural gas), recovery in above ground retail fueling equipment and in our fluid transfer solutions business, along with pricing actions aimed at mitigating material and logistics cost inflation. We expect the organic growth rate in the fourth quarter to remain consistent with the third quarter as we see positive growth in our fluid transfer solutions and above ground retail fueling equipment businesses, which we expect to generally offset continued headwinds in clean energy solutions, vehicle wash solutions and below ground retail fueling equipment.
Clean Energy & Fueling segment earnings increased $2.3 million, or 2.5%, over the prior year comparable quarter. The increase was primarily driven by pricing actions, productivity initiatives and the benefits from ongoing restructuring actions taken in our retail fueling business, partially offset by reduced volumes. The benefits from these restructuring actions are significant and will carry into 2024. See "Restructuring and Other Costs (Benefits)" section within this Item 2 for further information. Segment margin increased to 19.8% from 19.4% in the prior year comparable quarter driven by pricing actions, productivity initiatives and the benefits from ongoing restructuring actions.
Overall bookings increased 4.0% as compared to the prior year comparable quarter, driven by an organic growth of 3.5% and a favorable impact from foreign currency translation of 0.5%. The organic bookings growth was primarily driven by increased year over year demand in above ground retail fueling equipment. Segment book-to-bill was 0.96 and backlog decreased 13.7% as compared to the prior year comparable period.
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Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022
Clean Energy & Fueling segment revenue decreased $77.6 million, or 5.5%, as compared to the nine months ended September 30, 2022, attributable to an organic decline of 4.1% and an unfavorable impact from foreign currency translation of 1.4%. Organic revenue was lower in the first nine months of the year compared with the prior year's comparable period, due to reduced year-over-year demand in above ground retail fueling equipment due to the expected roll-off of EMV-related demand impacting the first half of the year and general reduction in our customer's inventory across our distribution channels. This was partially offset by solid demand in clean fuels (hydrogen and liquefied natural gas) and fluid transfer solutions, along with pricing actions aimed at mitigating material and logistics cost inflation. Customer pricing favorably impacted revenue by approximately 4.4% in the nine months ended September 30, 2023, and by 5.2% in the prior year comparable period.
Clean Energy & Fueling segment earnings decreased $12.5 million, or 4.8%, for the nine months ended September 30, 2023. The decrease in earnings was due to reduced organic volumes and unfavorable impacts from foreign currency translation, partially offset by pricing actions, productivity initiatives and the benefits from ongoing restructuring actions in our retail fueling business. Segment margin increased to 18.7% from 18.5% in the prior year comparable period.
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Imaging & Identification
Our 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.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2023 | 2022 | % Change | 2023 | 2022 | % Change | ||||||||||||||||||||||||||||||||
| Revenue | $ | 276,179 | $ | 282,371 | (2.2) | % | $ | 831,202 | $ | 830,577 | 0.1 | % | ||||||||||||||||||||||||||
| Segment earnings | $ | 70,316 | $ | 74,477 | (5.6) | % | $ | 199,967 | $ | 194,467 | 2.8 | % | ||||||||||||||||||||||||||
| Segment margin | 25.5 % | 26.4 % | 24.1 % | 23.4 % | ||||||||||||||||||||||||||||||||||
| Operational metrics: | ||||||||||||||||||||||||||||||||||||||
| Bookings | $ | 271,113 | $ | 281,789 | (3.8) | % | $ | 823,917 | $ | 881,029 | (6.5) | % | ||||||||||||||||||||||||||
| Backlog | $ | 217,824 | $ | 241,896 | (10.0) | % | ||||||||||||||||||||||||||||||||
Components of revenue (decline) growth: | ||||||||||||||||||||||||||||||||||||||
Organic (decline) growth | (3.6) | % | 1.5 | % | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | 1.4 | % | (1.4) | % | ||||||||||||||||||||||||||||||||||
Total revenue (decline) growth | (2.2) | % | 0.1 | % | ||||||||||||||||||||||||||||||||||
Third Quarter 2023 Compared to the Third Quarter 2022
Imaging & Identification segment revenue for the third quarter of 2023 decreased $6.2 million, or 2.2%, as compared to the third quarter of 2022, comprised of an organic decline of 3.6%, partially offset by a favorable impact from foreign currency translation of 1.4%. Customer pricing favorably impacted revenue in the third quarter of 2023 by approximately 5.3% and by 4.4% in the prior year comparable quarter.
The organic revenue decline was primarily due to reduced demand in China, lower textile printer shipments caused by high energy prices and macro uncertainty in textile producing regions, and a comparable period in 2022 being favorably impacted by marking and coding equipment shipment timing. These headwinds were partially offset by growth in serialization software and marking and coding consumables and services. We expect organic growth rates to continue to be negatively impacted by market headwinds in the fourth quarter of the year.
Imaging & Identification segment earnings decreased $4.2 million, or 5.6%, over the prior year comparable quarter. This decrease was primarily due to reduced organic volumes, material and labor cost inflation, partially offset by pricing initiatives, productivity actions and a favorable impact from foreign currency translation. Segment margin decreased to 25.5% from 26.4% in the prior year comparable quarter.
Overall bookings decreased 3.8% as compared to the prior year comparable quarter, reflecting an organic decline of 5.4% and a favorable impact from foreign currency translation of 1.6%. The organic bookings decline was primarily due to reduced order intake in our marking and coding and digital textile printing businesses. Segment book-to-bill was 0.98, and backlog decreased 10.0% as compared to the prior year comparable period.
32
Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022
Imaging & Identification segment revenue increased $0.6 million, as compared to the nine months ended September 30, 2022, attributable to organic growth of 1.5%, offset by an unfavorable impact from foreign currency translation of 1.4%. The organic revenue growth was primarily pricing initiatives, partially offset by weaker demand in our digital textile printing business. Customer pricing favorably impacted revenue by approximately 6.0% in the nine months ended September 30, 2023, and by 3.2% in the prior year comparable period.
Imaging & Identification segment earnings increased $5.5 million, or 2.8%, for the nine months ended September 30, 2023 over the prior year comparable period. The increase was primarily driven by pricing initiatives and productivity actions, which more than offset negative impacts from material and labor cost inflation and foreign currency translation. Segment margin increased to 24.1% from 23.4% in the prior year comparable quarter.
33
Pumps & Process Solutions
Our 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.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2023 | 2022 | % Change | 2023 | 2022 | % Change | ||||||||||||||||||||||||||||||||
| Revenue | $ | 431,373 | $ | 433,558 | (0.5) | % | $ | 1,310,880 | $ | 1,309,880 | 0.1 | % | ||||||||||||||||||||||||||
| Segment earnings | $ | 117,907 | $ | 128,573 | (8.3) | % | $ | 362,488 | $ | 413,238 | (12.3) | % | ||||||||||||||||||||||||||
| Segment margin | 27.3 % | 29.7 % | 27.7 % | 31.5 % | ||||||||||||||||||||||||||||||||||
| Operational metrics: | ||||||||||||||||||||||||||||||||||||||
| Bookings | $ | 363,111 | $ | 415,253 | (12.6) | % | $ | 1,221,725 | $ | 1,346,736 | (9.3) | % | ||||||||||||||||||||||||||
| Backlog | $ | 597,745 | $ | 679,955 | (12.1) | % | ||||||||||||||||||||||||||||||||
Components of revenue (decline) growth: | ||||||||||||||||||||||||||||||||||||||
Organic decline | (7.3) | % | (4.5) | % | ||||||||||||||||||||||||||||||||||
| Acquisitions | 4.7 | % | 4.5 | % | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | 2.1 | % | 0.1 | % | ||||||||||||||||||||||||||||||||||
Total revenue (decline) growth | (0.5) | % | 0.1 | % | ||||||||||||||||||||||||||||||||||
Third Quarter 2023 Compared to the Third Quarter 2022
Pumps & Process Solutions segment revenue for the third quarter of 2023 decreased $2.2 million, or 0.5%, as compared to the third quarter of 2022, due to organic decline of 7.3%, partially offset by acquisition-related growth of 4.7%,` and a favorable impact from foreign currency translation of 2.1%. Acquisition-related growth was driven by the acquisition of Witte Pumps & Technology GmbH in the fourth quarter of 2022. Customer pricing favorably impacted revenue in the third quarter of 2023 by approximately 3.6% and by 4.4% in the prior year comparable quarter.
The organic revenue decline was primarily due to reduced shipments for components used in COVID-19 vaccine production and biopharmaceutical manufacturers repurposing inventory toward production of non COVID-19 therapies, as well as project timing in polymer processing and customer inventory reductions in several markets. This was partially offset by continued demand strength in our bearings and compression and hygienic dosing businesses. We expect continued organic growth headwinds in the fourth quarter as conversion of strong backlogs in polymer processing equipment and continued solid demand in bearings and compression components are more than offset by significant demand headwinds in biopharmaceutical components and continued reduction in our customer's inventory in several markets.
Pumps & Process Solutions segment earnings decreased $10.7 million, or 8.3%, over the prior year comparable quarter. The decrease was primarily due to the impact of organic volume reductions, partially offset by pricing initiatives, productivity actions and restructuring benefits. Segment margin decreased to 27.3% from 29.7% from the prior year comparable quarter mainly due to impact of reduced volumes on fixed cost manufacturing base in biopharma. We are managing production at our operating plants to match demand.
Overall bookings decreased 12.6% as compared to the prior year comparable quarter due to an organic decline of 15.6%, partially offset by a favorable impact from foreign currency translation of 1.8%, as well as acquisition-related growth of 1.2%. The organic bookings decline was primarily due to order timing in our polymer processing equipment business, as well as reduced orders for biopharmaceutical components and core connectors. Segment book-to-bill was 0.84, and backlog decreased 12.1% compared to the prior year comparable period.
34
Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022
Pumps & Process Solutions segment revenue increased $1.0 million, as compared to the nine months ended September 30, 2022, attributable to acquisition-related growth of 4.5%, and a favorable impact from foreign currency translation of 0.1%, offset by organic decline of 4.5%. The organic decline was primarily due to reduced shipments for components used in COVID-19 vaccine production and biopharmaceutical manufacturers repurposing inventory purchased for the COVID-19 vaccine production toward production of non-COVID-19 therapies. This decline was partially offset by pricing initiatives, along with continued strength in industrial pumps, thermal connectors, hygienic dosing systems, plastics and polymer processing solutions, and bearings and compression components. Customer pricing favorably impacted revenue by approximately 4.6% in the nine months ended September 30, 2023, and by 3.8% in the prior comparable period.
Pumps & Process Solutions segment earnings decreased $50.8 million, or 12.3%, for the nine months ended September 30, 2023 over the prior year comparable period. The decrease was primarily the impact of reduced revenues relating to biopharmaceutical components along with foreign currency translation headwinds. This was partially offset by pricing initiatives, conversion on increased revenues in industrial pumps, plastics and polymer processing solutions and bearings and compression components, productivity actions and restructuring benefits. Segment margin decreased to 27.7% from 31.5% from the prior year comparable period.
35
Climate & Sustainability Technologies
Our 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.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2023 | 2022 | % Change | 2023 | 2022 | % Change | ||||||||||||||||||||||||||||||||
| Revenue | $ | 475,911 | $ | 462,671 | 2.9 | % | $ | 1,380,237 | $ | 1,295,913 | 6.5 | % | ||||||||||||||||||||||||||
| Segment earnings | $ | 84,060 | $ | 75,190 | 11.8 | % | $ | 233,912 | $ | 192,980 | 21.2 | % | ||||||||||||||||||||||||||
| Segment margin | 17.7 % | 16.3 % | 16.9 % | 14.9 % | ||||||||||||||||||||||||||||||||||
| Operational metrics: | ||||||||||||||||||||||||||||||||||||||
| Bookings | 347,466 | $ | 422,820 | (17.8) | % | 992,843 | $ | 1,271,246 | (21.9) | % | ||||||||||||||||||||||||||||
| Backlog | $ | 674,578 | $ | 1,139,737 | (40.8) | % | ||||||||||||||||||||||||||||||||
| Components of revenue growth: | ||||||||||||||||||||||||||||||||||||||
Organic growth | 1.8 | % | 7.0 | % | ||||||||||||||||||||||||||||||||||
| Acquisitions | 0.1 | % | — | % | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | 1.0 | % | (0.5) | % | ||||||||||||||||||||||||||||||||||
Total revenue growth | 2.9 | % | 6.5 | % | ||||||||||||||||||||||||||||||||||
Third Quarter 2023 Compared to the Third Quarter 2022
Climate & Sustainability Technologies segment revenue increased $13.2 million, or 2.9%, as compared to the third quarter of 2022, reflecting organic revenue growth of 1.8%, a favorable impact from foreign currency translation of 1.0%, and acquisition-related growth of 0.1%. Customer pricing favorably impacted revenue in the third quarter of 2023 by approximately 2.4% and by 10.3% in the prior year comparable quarter.
The organic revenue growth was driven primarily by pricing initiatives and strong demand in certain key end markets, partially offset by impacts from economic slowdowns in China. Our heat exchanger business continues to experience growth as regulation-driven efforts to shift from fossil fuel to electric energy in Europe drive demand for heat pump applications, as well as strong U.S. commercial HVAC and industrial markets, partially offset by reduced demand in China. Retail refrigeration revenue also increased from the prior year, driven by customer pricing actions, large system refurbishment programs with a key supermarket customer and growing demand for natural refrigerant systems, partially offset by soft demand in the interest rate sensitive convenience store market. Beverage can-making business revenues increased from the prior year, primarily related to growth in integrated can-line installation projects. We expect organic revenue to decline in the fourth quarter due to moderating growth in heat exchangers and refrigerated door cases as well as project timing and reduced demand for beverage can-making equipment as large can-maker customers focus on optimizing recent large capacity expansions.
Climate & Sustainability Technologies segment earnings increased $8.9 million, or 11.8%, as compared to the third quarter of 2022. The segment earnings increase was driven by customer pricing actions and benefits from productivity initiatives, partially offset by higher labor costs. Segment margin increased to 17.7% from 16.3% in the prior year comparable quarter.
Bookings in the third quarter of 2023 decreased 17.8% from the prior year comparable quarter, reflecting organic decline of 18.9% partially offset by a favorable impact from foreign currency translation of 0.8% and acquisition-related growth of 0.3%. The organic bookings decline was principally due to moderating demand with key customers in beverage can-making equipment, normalization of lead times for heat exchangers and customer order timing returning to historical seasonal patterns in refrigeration. Segment book-to-bill for the third quarter of 2023 was 0.73. Backlog decreased 40.8% over the prior year comparable period, driven in large part by timing of projects and reduced demand from large customers in beverage can-making equipment.
36
Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022
Climate & Sustainability Technologies segment revenue increased $84.3 million, or 6.5%, compared to the nine months ended September 30, 2022, reflecting an organic revenue growth of 7.0%, partially offset by an unfavorable foreign currency translation of 0.5%. The organic revenue growth for the nine months ended September 30, 2023 was driven by strong demand across many of our key end-markets. Retail refrigeration revenues increased from the prior year, driven by healthy remodel and system refurbishment programs with key supermarket customers and continued growing demand for our environmentally friendly natural refrigerant systems in Europe and North America. Our beverage equipment business experienced revenue growth, driven by favorable macro trends in the global beverage industry as producers shift from plastic and glass packaging to aluminum cans for environmental sustainability and merchandising benefits offered by modern aluminum cans. Our heat exchanger business experienced healthy growth, fueled by regulation-driven heat pump demand in Europe and strengthening commercial HVAC and industrial markets in the U.S. Customer pricing favorably impacted revenue by approximately 4.4% in the nine months ended September 30, 2023, and by 9.7% in the prior comparable period.
Climate & Sustainability Technologies segment earnings increased $40.9 million, or 21.2%, for the nine months ended September 30, 2023, as compared to the prior year comparable period. Segment margin increased to 16.9% from 14.9% in the prior year comparable period. The earnings increase was driven by increased volumes, improved productivity, favorable business mix and customer pricing actions, partially offset by increased material costs.
37
Reconciliation of Segment Earnings to Net Earnings
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (dollars in thousands) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Net earnings: | |||||||||||||||||||||||
Segment earnings: | |||||||||||||||||||||||
| Engineered Products | $ | 101,610 | $ | 90,145 | $ | 258,961 | $ | 242,946 | |||||||||||||||
| Clean Energy & Fueling | 92,483 | 90,208 | 249,704 | 262,204 | |||||||||||||||||||
| Imaging & Identification | 70,316 | 74,477 | 199,967 | 194,467 | |||||||||||||||||||
| Pumps & Process Solutions | 117,907 | 128,573 | 362,488 | 413,238 | |||||||||||||||||||
| Climate & Sustainability Technologies | 84,060 | 75,190 | 233,912 | 192,980 | |||||||||||||||||||
| Total segment earnings | 466,376 | 458,593 | 1,305,032 | 1,305,835 | |||||||||||||||||||
Purchase accounting expenses (1) | 40,320 | 40,526 | 123,199 | 140,831 | |||||||||||||||||||
Restructuring and other costs (2) | 12,327 | 8,613 | 44,523 | 27,109 | |||||||||||||||||||
Loss on dispositions (3) | — | — | — | 194 | |||||||||||||||||||
Corporate expense / other (4) | 30,686 | 27,876 | 104,680 | 93,247 | |||||||||||||||||||
| Interest expense | 32,389 | 29,789 | 100,407 | 83,330 | |||||||||||||||||||
| Interest income | (3,808) | (1,244) | (8,552) | (2,968) | |||||||||||||||||||
| Earnings before provision for income taxes | 354,462 | 353,033 | 940,775 | 964,092 | |||||||||||||||||||
| Provision for income taxes | 64,709 | 67,007 | 180,209 | 162,295 | |||||||||||||||||||
| Net earnings | $ | 289,753 | $ | 286,026 | $ | 760,566 | $ | 801,797 | |||||||||||||||
(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.
(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.
Restructuring and Other Costs (Benefits)
Restructuring and other costs are not presented in our segment earnings because these costs are excluded from the segment operating performance measure reviewed by management. Restructuring and other costs for the three and nine months ended September 30, 2023 included restructuring charges of $4.9 million and $33.8 million, respectively and other costs, net of $7.4 million and $10.7 million, respectively. Restructuring charges for the three months ended September 30, 2023 primarily related to headcount reductions and exit costs in the Pumps & Process Solutions, Engineered Products and Climate & Sustainability Technologies segments. Restructuring charges for the nine months ended September 30, 2023 primarily related to headcount reductions and exit costs in the Clean Energy & Fueling, Pumps & Process Solutions, Engineered Products and Climate & Sustainability Technologies segments. These restructuring programs were initiated in 2022 and 2023 and were undertaken in light of current market conditions. Other costs, net of $7.4 million and $10.7 million for the three and nine months ended September 30, 2023, were primarily due to an asset impairment in our Climate & Sustainability Technologies segment and product line rationalization and footprint reduction in our Clean Energy & Fueling segment. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the condensed consolidated statement of earnings. Additional programs beyond the scope of the announced programs may be implemented during 2023 with related restructuring charges.
38
We recorded the following restructuring and other costs for the three and nine months ended September 30, 2023:
| Three Months Ended September 30, 2023 | |||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Engineered Products | Clean Energy & Fueling | Imaging & Identification | Pumps & Process Solutions | Climate & Sustainability Technologies | Corporate | Total | ||||||||||||||||||||||||||||||||||
| Restructuring | $ | 1,472 | $ | (37) | $ | 233 | $ | 1,637 | $ | 1,138 | $ | 476 | $ | 4,919 | |||||||||||||||||||||||||||
| Other costs, net | 249 | 1,182 | 328 | 113 | 3,939 | 1,597 | 7,408 | ||||||||||||||||||||||||||||||||||
| Restructuring and other costs | $ | 1,721 | $ | 1,145 | $ | 561 | $ | 1,750 | $ | 5,077 | $ | 2,073 | $ | 12,327 | |||||||||||||||||||||||||||
| Nine Months Ended September 30, 2023 | |||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Engineered Products | Clean Energy & Fueling | Imaging & Identification | Pumps & Process Solutions | Climate & Sustainability Technologies | Corporate | Total | ||||||||||||||||||||||||||||||||||
| Restructuring | $ | 5,949 | $ | 15,954 | $ | 1,437 | $ | 6,266 | $ | 2,585 | $ | 1,603 | $ | 33,794 | |||||||||||||||||||||||||||
Other costs, net | 283 | 3,141 | 824 | 110 | 4,642 | 1,729 | 10,729 | ||||||||||||||||||||||||||||||||||
| Restructuring and other costs | $ | 6,232 | $ | 19,095 | $ | 2,261 | $ | 6,376 | $ | 7,227 | $ | 3,332 | $ | 44,523 | |||||||||||||||||||||||||||
Restructuring and other costs of $8.6 million and $27.1 million for the three and nine months ended September 30, 2022 were primarily due to headcount reductions and facility consolidations resulting from restructuring programs initiated in 2021 and 2022. Additionally, restructuring and other costs for the nine months ended September 30, 2022 includes non-cash foreign currency translation losses and asset write-downs due to the substantial liquidation and exit from certain Latin America countries in our Climate & Sustainability Technologies segment. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the condensed consolidated statement of earnings.
We recorded the following restructuring and other costs for the three and nine months ended September 30, 2022:
| Three Months Ended September 30, 2022 | |||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Engineered Products | Clean Energy & Fueling | Imaging & Identification | Pumps & Process Solutions | Climate & Sustainability Technologies | Corporate | Total | ||||||||||||||||||||||||||||||||||
| Restructuring | $ | 2,027 | $ | 3,063 | $ | 516 | $ | 552 | $ | (85) | $ | 1,242 | $ | 7,315 | |||||||||||||||||||||||||||
Other costs (benefits), net | 536 | 36 | 347 | 16 | 373 | (10) | 1,298 | ||||||||||||||||||||||||||||||||||
| Restructuring and other costs | $ | 2,563 | $ | 3,099 | $ | 863 | $ | 568 | $ | 288 | $ | 1,232 | $ | 8,613 | |||||||||||||||||||||||||||
| Nine Months Ended September 30, 2022 | |||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Engineered Products | Clean Energy & Fueling | Imaging & Identification | Pumps & Process Solutions | Climate & Sustainability Technologies | Corporate | Total | ||||||||||||||||||||||||||||||||||
| Restructuring | $ | 3,008 | $ | 4,682 | $ | 2,051 | $ | 2,713 | $ | 5,790 | $ | 1,537 | $ | 19,781 | |||||||||||||||||||||||||||
Other costs, net | 2,965 | 35 | 1,496 | 18 | 2,597 | 217 | 7,328 | ||||||||||||||||||||||||||||||||||
| Restructuring and other costs | $ | 5,973 | $ | 4,717 | $ | 3,547 | $ | 2,731 | $ | 8,387 | $ | 1,754 | $ | 27,109 | |||||||||||||||||||||||||||
39
Purchase Accounting Expenses
Purchase accounting expenses primarily relate to amortization of intangible assets and charges related to fair value step-ups for acquired inventory sold during the period. These expenses are not presented in our segment earnings because they are excluded from the segment operating performance measure reviewed by management. These expenses reconcile to segment earnings as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (dollars in thousands) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Purchase accounting expenses | |||||||||||||||||||||||
| Engineered Products | $ | 4,805 | $ | 5,101 | $ | 15,600 | $ | 15,509 | |||||||||||||||
Clean Energy & Fueling 1 | 19,775 | 19,416 | 58,882 | 77,641 | |||||||||||||||||||
| Imaging & Identification | 5,803 | 5,429 | 17,354 | 16,730 | |||||||||||||||||||
| Pumps & Process Solutions | 5,111 | 5,762 | 16,888 | 16,450 | |||||||||||||||||||
| Climate & Sustainability Technologies | 4,826 | 4,818 | 14,475 | 14,501 | |||||||||||||||||||
| Total | $ | 40,320 | $ | 40,526 | $ | 123,199 | $ | 140,831 | |||||||||||||||
1 Purchase accounting expenses in our Clean Energy & Fueling segment decreased by $18,759 for the nine months ended September 30, 2023 from the prior year comparable period, which included $18,995 of charges related to fair value step-ups for inventory from the Q4 2021 acquisition of RegO and Acme Cryogenics. | |||||||||||||||||||||||
FINANCIAL CONDITION
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Significant factors affecting liquidity are: cash flows generated from operating activities, capital expenditures, acquisitions, dispositions, dividends, repurchase of outstanding shares, adequacy of available commercial paper and bank lines of credit and the ability to attract long-term capital with satisfactory terms. We generate substantial cash from the operations of our businesses and remain in a strong financial position, with sufficient liquidity available for reinvestment in existing businesses and strategic acquisitions.
Cash Flow Summary
The following table is derived from our condensed consolidated statements of cash flows:
| Nine Months Ended September 30, | |||||||||||
Cash Flows from Operations (in thousands) | 2023 | 2022 | |||||||||
| Net cash flows provided by (used in): | |||||||||||
| Operating activities | $ | 819,995 | $ | 467,081 | |||||||
| Investing activities | (136,253) | (402,061) | |||||||||
| Financing activities | (757,205) | (133,579) | |||||||||
Operating Activities
Cash flow from operating activities for the nine months ended September 30, 2023 increased by $352.9 million compared to September 30, 2022. This increase was primarily driven by improvements in the cash flows related to working capital.
Adjusted Working Capital: We believe adjusted working capital (a non-GAAP measure calculated as accounts receivable, plus inventory, less accounts payable) provides a meaningful measure of liquidity by showing changes caused by operational results. The following table provides a calculation of adjusted working capital:
Adjusted Working Capital (in thousands) | September 30, 2023 | December 31, 2022 | |||||||||
| Accounts receivable | $ | 1,548,675 | $ | 1,516,871 | |||||||
| Inventories | 1,279,781 | 1,366,608 | |||||||||
| Less: Accounts payable | 970,671 | 1,068,144 | |||||||||
| Adjusted working capital | $ | 1,857,785 | $ | 1,815,335 | |||||||
40
Adjusted working capital increased by $42.5 million, or 2.3%, in the nine months ended September 30, 2023, which reflected an increase of $31.8 million in accounts receivable, a decrease of $86.8 million in inventory and a decrease in accounts payable of $97.5 million. The decrease in inventories is due to reduced purchasing of inventories as supply chains have normalized. The change in accounts receivable and payable reflect the timing of payments and collections.
Investing Activities
Cash flow from investing activities is generally derived from cash outflows for capital expenditures and acquisitions, offset by proceeds from sales of business, property, plant and equipment. For the nine months ended September 30, 2023 and 2022, we used cash in investing activities of $136.3 million and $402.1 million, respectively, primarily driven by the following factors:
•Acquisitions: During the nine months ended September 30, 2023, we deployed approximately $7.2 million, net, to acquire Arc Pacific group within the Climate & Sustainability Technologies segment. In comparison, during the nine months ended September 30, 2022, we acquired AMN and Malema within the Pumps & Process Solutions segment for an aggregate of $229.3 million, net.
•Capital spending: Our capital expenditures decreased $34.5 million during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.
We anticipate that capital expenditures and any acquisitions we make through the remainder of 2023 will be funded from available cash and internally generated funds and, if necessary, through the issuance of commercial paper, borrowings from revolving credit facilities or by accessing the public debt or equity markets.
Financing Activities
Our cash flow from financing activities generally relates to the use of cash for repurchases of our common stock and payment of dividends, offset by borrowing activity. The majority of financing activity was attributed to the following:
•Repurchase of common stock, including prepayment under an accelerated share repurchase program: During the nine months ended September 30, 2023, we repurchased no shares. During the nine months ended September 30, 2022, we used $85.0 million to repurchase 641,428 shares and $500.0 million to repurchase a variable number of shares through an accelerated share repurchase transaction.
•Commercial paper and other short-term borrowings, net: During the nine months ended September 30, 2023, we used $528.8 million to pay off commercial paper borrowings. During the nine months ended September 30, 2022, we received net proceeds of $682.9 million from commercial paper and other short-term borrowings, primarily used to fund our accelerated share repurchase transaction and acquisition of Malema.
•Dividend payments: Total dividend payments to common shareholders were $212.9 million during the nine months ended September 30, 2023, as compared to $216.6 million during the same period in 2022. Our dividends paid per common share increased 1.0% to $1.52 during the nine months ended September 30, 2023 compared to $1.505 during the same period in 2022.
Liquidity and Capital Resources
Free Cash Flow
In addition to measuring our cash flow generation and usage based upon the operating, investing and financing classifications included in the condensed consolidated statements of cash flows, we also measure free cash flow (a non-GAAP measure) which represents net cash provided by operating activities minus capital expenditures. We believe that free cash flow is an important measure of liquidity because it provides management and investors a measurement of cash generated from operations that may be available for mandatory payment obligations and investment opportunities, such as funding acquisitions, paying dividends, repaying debt and repurchasing our common stock.
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The following table reconciles our free cash flow to cash flow provided by operating activities:
| Nine Months Ended September 30, | |||||||||||
Free Cash Flow (dollars in thousands) | 2023 | 2022 | |||||||||
| Cash flow provided by operating activities | $ | 819,995 | $ | 467,081 | |||||||
| Less: Capital expenditures | (131,582) | (166,039) | |||||||||
| Free cash flow | $ | 688,413 | $ | 301,042 | |||||||
| Cash flow from operating activities as a percentage of revenue | 12.9 | % | 7.3 | % | |||||||
| Cash flow from operating activities as a percentage of net earnings | 107.8 | % | 58.3 | % | |||||||
| Free cash flow as a percentage of revenue | 10.9 | % | 4.7 | % | |||||||
| Free cash flow as a percentage of net earnings | 90.5 | % | 37.5 | % | |||||||
For the nine months ended September 30, 2023, we generated free cash flow of $688.4 million, representing 10.9% of revenue and 90.5% of net earnings. Free cash flow for the nine months ended September 30, 2023 increased $387.4 million, compared to September 30, 2022, due to higher operating cash flow, primarily as a result of improvements in working capital compared to the prior year.
Capitalization
We use commercial paper borrowings for general corporate purposes, including the funding of acquisitions and the repurchase of our common stock. As of September 30, 2023, we maintained $1.0 billion five-year and $500.0 million 364-day unsecured revolving credit facilities ("Credit Agreements") with a syndicate of banks which expire April 6, 2028 and April 4, 2024, respectively. We 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 second quarter of 2023, 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 a facility fee and impose various restrictions on the Company such as, among other things, a requirement to maintain an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of not less than 3.0 to 1.0. The Company was in compliance with all covenants in the Credit Agreements and other long-term debt covenants at September 30, 2023 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of 13.8 to 1. We are not aware of any potential impairment to our liquidity and expect to remain in compliance with all of our debt covenants. Additionally, our earliest long-term debt maturity is in 2025.
We also have a current shelf registration statement filed with the SEC that allows for the issuance of additional debt securities that may be utilized in one or more offerings on terms to be determined at the time of the offering. Net proceeds of any offering would be used for general corporate purposes, including repayment of existing indebtedness, capital expenditures and acquisitions.
At September 30, 2023, our cash and cash equivalents totaled $283.8 million, of which approximately $255.7 million was held outside the United States. At December 31, 2022, our cash and cash equivalents totaled $380.9 million, of which approximately $261.4 million was held outside the United States. Cash and cash equivalents are held primarily in bank deposits with highly rated banks. We regularly hold cash in excess of near-term requirements in bank deposits or invest the funds in government money market instruments or short-term investments, which consist of investment grade time deposits with original maturity dates at the time of purchase of no greater than three months.
On September 29, 2023, the Company entered into a definitive agreement to acquire the business of FW Murphy for approximately $530.0 million, subject to customary post-closing adjustments. This transaction is expected to close in the fourth quarter of 2023. See Note 3 — Acquisitions in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.
On October 11, 2023, the Company entered into a definitive agreement to sell De-Sta-Co business for approximately $680.0 million enterprise value, net of estimated selling costs and subject to customary post-closing adjustments. This transaction is expected to close in the first half of 2024. See Note 4 — Dispositions in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.
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We utilize the net debt to net capitalization calculation (a non-GAAP measure) to assess our overall financial leverage and capacity and believe the calculation is useful to investors for the same reason. Net debt represents total debt minus cash and cash equivalents, including cash held for sale. Net capitalization represents net debt plus stockholders' equity. The following table provides a calculation of net debt to net capitalization from the most directly comparable GAAP measures:
Net Debt to Net Capitalization Ratio (dollars in thousands) | September 30, 2023 | December 31, 2022 | ||||||||||||
| Commercial paper | $ | 206,300 | $ | 734,936 | ||||||||||
| Other | 656 | 836 | ||||||||||||
| Total short-term borrowings | $ | 206,956 | $ | 735,772 | ||||||||||
| Long-term debt | 2,944,747 | 2,942,513 | ||||||||||||
| Total debt | 3,151,703 | 3,678,285 | ||||||||||||
Less: Cash and cash equivalents, including cash held for sale | (301,098) | (380,868) | ||||||||||||
| Net debt | 2,850,605 | 3,297,417 | ||||||||||||
| Add: Stockholders' equity | 4,832,500 | 4,286,366 | ||||||||||||
| Net capitalization | $ | 7,683,105 | $ | 7,583,783 | ||||||||||
| Net debt to net capitalization | 37.1 | % | 43.5 | % | ||||||||||
Our net debt to net capitalization ratio decreased to 37.1% at September 30, 2023 compared to 43.5% at December 31, 2022. Net debt decreased $446.8 million during the period primarily due to a decrease in commercial paper borrowings, partially offset by lower cash and cash equivalents, including cash held for sale. Stockholders' equity increased for the period as a result of current earnings of $760.6 million, partially offset by $212.9 million of dividends paid.
Operating cash flow and access to capital markets are expected to satisfy our various cash flow requirements, including acquisitions, capital expenditures, purchase obligations, and lease obligations. Acquisition spending and/or share repurchases could potentially increase our debt.
We believe that existing sources of liquidity are adequate to meet anticipated funding needs at current risk-based interest rates for the foreseeable future.
Critical Accounting Estimates
Our condensed consolidated financial statements and related public financial information are based on the application of GAAP which requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our public disclosures, including information regarding contingencies, risk and our financial condition. We believe our use of estimates and underlying accounting assumptions conform to GAAP and are consistently applied. We review valuations based on estimates for reasonableness on a consistent basis.
Recent Accounting Standards
See Note 19 — Recent Accounting Pronouncements in the condensed consolidated financial statements in Item 1 of this Form 10-Q. The adoption of recent accounting standards as included in Note 19 — Recent Accounting Pronouncements in the condensed consolidated financial statements has not had, and is not expected to have, a significant impact on our revenue, earnings or liquidity.
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Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, especially MD&A, contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements in this document other than statements of historical fact are statements that are, or could be deemed, "forward-looking" statements. Some of these statements may be indicated by words such as "may", "anticipate", "expect", "believe", "intend", "continue", "guidance", "estimates", "suggest", "will", "plan", "should", "would", "could", "forecast" and other words and terms that use the future tense or have a similar meaning. Forward-looking statements are based on current expectations and are subject to numerous important risks, uncertainties, and assumptions, including those described in our Annual Report on Form 10-K for the year ended December 31, 2022. Factors that could cause actual results to differ materially from current expectations include, among other things: general economic conditions and conditions in the particular markets in which we operate; supply chain constraints and labor shortages that could result in production stoppages, inflation in material input costs and freight logistics; the impacts of COVID-19 or other future pandemics on the global economy and on our customers, suppliers, employees, business and cash flows; changes in customer demand and capital spending; competitive factors and pricing pressures; our ability to develop and launch new products in a cost-effective manner; changes in law, including the effect of tax laws and developments with respect to trade policy and tariffs; our ability to identify and complete acquisitions and integrate and realize synergies from newly acquired businesses; the impact of interest rate and currency exchange rate fluctuations; capital allocation plans and changes in those plans, including with respect to dividends, share repurchases, investments in research and development, capital expenditures and acquisitions; our ability to derive expected benefits from restructurings, productivity initiatives and other cost reduction actions; the impact of legal compliance risks and litigation, including with respect to product quality and safety, cybersecurity and privacy; and our ability to capture and protect intellectual property rights, and various other factors that are described in our periodic reports filed with or furnished to the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2022. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
The Company may, from time to time, post financial or other information on its website, www.dovercorporation.com. The website is for informational purposes only and is not intended for use as a hyperlink. The Company is not incorporating any material on its website into this report.
Non-GAAP Disclosures
In an effort to provide investors with additional information regarding our results as determined by GAAP, we also disclose non-GAAP information, which we believe provides useful information to investors. Free cash flow, free cash flow as a percentage of revenue, free cash flow as a percentage of net earnings, net debt, net capitalization, net debt to net capitalization ratio, adjusted working capital, and organic revenue growth are not financial measures under GAAP and should not be considered as a substitute for cash flows from operating activities, debt or equity, working capital or revenue as determined in accordance with GAAP, and they may not be comparable to similarly titled measures reported by other companies. We believe the net debt to net capitalization ratio and free cash flow are important measures of liquidity. Net debt to net capitalization is helpful in evaluating our capital structure and the amount of leverage we employ. Free cash flow and free cash flow ratios provide both management and investors a measurement of cash generated from operations that is available to fund acquisitions, pay dividends, repay debt and repurchase our common stock. Free cash flow as a percentage of revenue equals free cash flow divided by revenue. Free cash flow as a percentage of net earnings equals free cash flow divided by net earnings. We believe that reporting adjusted working capital provides a meaningful measure of liquidity by showing changes caused by operational results. We believe that reporting organic revenue growth, which excludes the impact of foreign currency exchange rates and the impact of acquisitions and divestitures, provides a useful comparison of our revenue performance and trends between periods.
Reconciliations and comparisons to non-GAAP measures can be found above in this Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There has been no significant change in our exposure to market risk during the nine months ended September 30, 2023. For a discussion of our exposure to market risk, refer to Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
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Item 4. Controls and Procedures
At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2023.
During the third quarter of 2023, there were no changes in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
See Note 14 — Commitments and Contingent Liabilities in the condensed consolidated financial statements in Item 1 of this Form 10-Q.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
a.Not applicable.
b.Not applicable.
c.In November 2020, 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. No share repurchases were made during the three months ended September 30, 2023. As of September 30, 2023, the number of shares still available for repurchase under the current share repurchase authorization was 15,283,326.
In August 2023, the Company's Board of Directors approved a new standing share repurchase authorization whereby the Company may repurchase up to 20 million shares beginning on January 1, 2024 through December 31, 2026.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
a.- b. None.
c. During the three months ended September 30, 2023, no director or Section 16 officer adopted terminated
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Item 6. Exhibits
| 31.1 | |||||
| 31.2 | |||||
| 32 | |||||
| 101 | The following materials from Dover Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Earnings, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements. | ||||
| 104 | Cover Page formatted in Inline XBRL and contained in Exhibit 101. | ||||
47
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
| DOVER CORPORATION | ||||||||
| Date: | October 24, 2023 | /s/ Brad M. Cerepak | ||||||
| Brad M. Cerepak | ||||||||
| Senior Vice President & Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
| Date: | October 24, 2023 | /s/ Ryan W. Paulson | ||||||
| Ryan W. Paulson | ||||||||
| Vice President, Controller | ||||||||
| (Principal Accounting Officer) | ||||||||
48
Exhibit 31.1
Certification
I, Brad M. Cerepak, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Dover Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 24, 2023 | /s/ Brad M. Cerepak | ||||||
| Brad M. Cerepak | ||||||||
| Senior Vice President & Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
Exhibit 31.2
Certification
I, Richard J. Tobin, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Dover Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 24, 2023 | /s/ Richard J. Tobin | ||||||
| Richard J. Tobin | ||||||||
| President and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
Exhibit 32
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
with Respect to the Quarterly Report on Form 10-Q
for the Period ended September 30, 2023
of Dover Corporation
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Dover Corporation, a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:
1.The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and
2.Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: | October 24, 2023 | /s/ Richard J. Tobin | ||||||
| Richard J. Tobin | ||||||||
| President and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
| Dated: | October 24, 2023 | /s/ Brad M. Cerepak | ||||||
| Brad M. Cerepak | ||||||||
| Senior Vice President & Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
The certification set forth above is being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Form 10-Q or as a separate disclosure document of the Company or the certifying officers.