Dover 10-Q 2023-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the transition period from to

Commission File Number: 1-4018

(Exact name of registrant as specified in its charter)

(630) 541-1540

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12-b-2 of the Exchange Act .

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

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)

See Notes to Condensed Consolidated Financial Statements

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In thousands)

(Unaudited)

See Notes to Condensed Consolidated Financial Statements

DOVER CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

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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.

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.

CONSOLIDATED RESULTS OF OPERATIONS

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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.

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.

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.

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.

a.- b. None.

c. During the three months ended September 30, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements as defined in Item 408 of Regulation S-K.

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.