UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

DOVER CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware		1-4018		53-0257888
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

280 Park Avenue
New York, NY 10017
(Address of Principal Executive Offices)

(212) 922-1640
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02 Results of Operations and Financial Condition.

On April 22, 2009, Dover Corporation (i) issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended March 31, 2009; and (ii) posted on its website at http://www.dovercorporation.com the investor supplement attached hereto as Exhibit 99.2 for the quarter ended March 31, 2009 and the presentation slides attached hereto as Exhibit 99.3 for the quarter ended March 31, 2009.

The information in this Current Report on Form 8-K, including exhibits, is being furnished to the Securities and Exchange Commission (the “SEC”) and shall not be deemed to be incorporated by reference into any of Dover’s filings with the SEC under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(a)		Financial statements of businesses acquired.
		Not applicable.
(b)		Pro forma financial information.
		Not applicable.
(c)		Shell company transactions.
		Not applicable.
(d)		Exhibits.
		The following exhibits are furnished as part of this report:

	99.1		Press Release of Dover Corporation, dated April 22, 2009.
	99.2		Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com.
	99.3		Presentation Slides Posted on Dover Corporation’s Website at http://dovercorporation.com.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Number		Exhibit
99.1		Press Release of Dover Corporation, dated April 22, 2009
99.2		Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com
99.3		Presentation Slides Posted on Dover Corporation’s Website at http://dovercorporation.com

EXHIBIT 99.1

CONTACT:		READ IT ON THE WEB
Paul Goldberg		www.dovercorporation.com
Treasurer & Director of Investor Relations
(212) 922-1640
		April 22, 2009

DOVER CORPORATION REPORTS FIRST QUARTER 2009 RESULTS

New York, New York, April 22, 2009 — Dover Corporation (NYSE: DOV) announced today that for the first quarter ended March 31, 2009, it had earnings from continuing operations of $61.1 million or $0.33 diluted earnings per share (“EPS”), compared to $147.9 million or $0.77 EPS from continuing operations in the prior-year period, representing decreases of 59% and 57%, respectively. Included in the first quarter results were pre-tax restructuring charges of $35.2 million, or a negative EPS impact of $0.12. Revenue for the first quarter of 2009 was $1.4 billion, a decrease of 26% over the prior-year period. The revenue decrease was driven by a decline in core business revenue of 22% and by a negative impact of foreign exchange of 4%.

Commenting on the first quarter results, Dover’s President and Chief Executive Officer, Robert A. Livingston, said, “Orders, revenue and margins were all down due to significantly lower demand across most of our end-markets, especially in electronic assembly and infrastructure related markets. We escalated our restructuring activities through the quarter as the decline in order rates was more severe than originally anticipated. Nonetheless, I am pleased that we achieved 10%+ operating margins and generated free cash flow of $83 million. Free cash flow was 6% of revenue, consistent with last year, yielding a cash conversion rate of 136%, a meaningful improvement over last year’s rate of 75%.”

“Our leadership teams have taken significant restructuring actions to properly respond to this recession while continuing to invest in product innovation and customer development opportunities. In addition to our restructuring activities, we continue to execute on several business integration and consolidation initiatives. We have appointed a our first Vice President of Global Sourcing and Supply Chain and are taking decisive steps towards leveraging a significant portion of our annual spend. We continue to refine and improve our corporate development process and strategy and remain focused on synergistic add-on acquisitions. We are confident that as trends and markets improve, Dover will emerge even stronger.”

“Though order trends improved sequentially during the quarter, we are not expecting a meaningful recovery in our end-markets for the balance of 2009. Based on our most recent reviews, we now expect 2009 EPS to be in the range of $2.00 — $2.30. Included in this guidance are additional pre-tax restructuring charges of approximately $35 million, most of which will be taken in the second quarter. Despite this, we remain fully committed to achieving double-digit margins in 2009.”

Net earnings for the first quarter of 2009 were $53.4 million or $0.29 EPS, including a loss from discontinued operations of $7.7 million or $0.04 EPS, compared to net earnings of $147.2 million or $0.76 EPS for the same period of 2008, which included a negligible loss from discontinued operations.

Dover will host a webcast of its first quarter 2009 conference call at 8:00 A.M. Eastern Time on Wednesday, April 22, 2009. The webcast can be accessed at the Dover Corporation website at www.dovercorporation.com. The conference call will also be made available for replay on the website and additional information on Dover’s first quarter 2009 results and its operating companies can also be found on the Company website.

Dover Corporation is a global portfolio of manufacturing companies providing innovative components and equipment, specialty systems and support services for a variety of applications in the industrial products, engineered systems, fluid management and electronic technologies markets. For more information, please visit www.dovercorporation.com.

Dover Corporation makes information available to the public, orally and in writing, which may use words like “anticipates,” “expects,” “believes,” “indicates,” “suggests,” “will,” “plans” and “should,” which are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. This press release contains forward-looking statements concerning future events and the performance of Dover Corporation that involve inherent risks and uncertainties that could cause actual results to differ materially from current expectations, including, but not limited to, current economic conditions and uncertainties in the credit and capital markets; the Company’s ability to achieve expected savings from integration, synergy and other cost-control initiatives; the ability to identify and successfully consummate value-adding acquisition opportunities; increased competition and pricing pressures in the markets served by Dover’s operating companies; the ability of Dover’s companies to expand into new geographic markets and to anticipate and meet customer demands for new products and product enhancements; increases in the cost of raw materials; changes in customer demand; political events that could impact the worldwide economy; the impact of natural disasters and their effect on global energy markets; a downgrade in Dover’s credit ratings; international economic conditions including interest rate and currency exchange rate fluctuations; the relative mix of products and services which impacts margins and operating efficiencies; short-term capacity constraints; domestic and foreign governmental and public policy changes including environmental regulations and tax policies (including domestic and international export subsidy programs, R&E credits and other similar programs); unforeseen developments in contingencies such as litigation; protection and validity of patent and other intellectual property rights; the cyclical nature of some of Dover’s companies; domestic housing industry weakness; and continued events in the Middle East and possible future terrorist threats and their effect on the worldwide economy. Dover Corporation refers you to the documents that it files from time to time with the Securities and Exchange Commission, such as its reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause its actual results to differ materially from its current expectations and from the forward-looking statements contained in this press release. Dover Corporation undertakes no obligation to update any forward-looking statement.

		EXHIBIT 99.2

INVESTOR SUPPLEMENT — FIRST QUARTER 2009

DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited) (dollars in thousands, except per share data)

		Three Months Ended March 31
		2009				2008
Revenue		$	1,379,085			$	1,865,486
Cost of goods and services			896,942				1,185,941
Gross profit			482,143				679,545
Selling and administrative expenses			367,390				443,776
Operating earnings			114,753				235,769
Interest expense, net			22,398				23,431
Other expense (income), net			(1,736	)			2,533
Total interest/other expense, net			20,662				25,964
Earnings before provision for income taxes and discontinued operations			94,091				209,805
Provision for income taxes			32,997				61,876
Earnings from continuing operations			61,094				147,929
Loss from discontinued operations, net of tax			(7,669	)			(753	)
Net earnings		$	53,425			$	147,176
Basic earnings (loss) per common share:
Earnings from continuing operations		$	0.33			$	0.77
Loss from discontinued operations			(0.04	)			—
Net earnings			0.29				0.76
Weighted average shares outstanding			186,011				192,424
Diluted earnings (loss) per common share:
Earnings from continuing operations		$	0.33			$	0.77
Loss from discontinued operations			(0.04	)			—
Net earnings			0.29				0.76
Weighted average shares outstanding			186,121				193,257
Dividends paid per common share		$	0.25			$	0.20

The following table is a reconciliation of the share amounts used in computing earnings per share:

		Three Months Ended March 31
		2009				2008
Weighted average shares outstanding — Basic			186,011				192,424
Dilutive effect of assumed exercise of employee stock options/SAR’s			110				833
Weighted average shares outstanding — Diluted			186,121				193,257
Anti-dilutive options/SAR’s excluded from diluted EPS computation			11,104				5,428

DOVER CORPORATION – INVESTOR SUPPLEMENT
FIRST QUARTER 2009

DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION
(unaudited) (dollars in thousands)

		2008																				2009
		Q1				Q2				Q3				Q4				FY 2008				Q1
REVENUE
Industrial Products
Material Handling		$	287,208			$	306,988			$	286,568			$	256,105			$	1,136,869			$	186,651
Mobile Equipment			329,723				342,228				343,261				308,210				1,323,422				248,292
Eliminations			(157	)			(210	)			(218	)			(201	)			(786	)			(152	)
			616,774				649,006				629,611				564,114				2,459,505				434,791
Engineered Systems
Product Identification			231,526				249,250				234,868				208,825				924,469				177,358
Engineered Products			267,696				289,479				289,778				238,928				1,085,881				223,426
			499,222				538,729				524,646				447,753				2,010,350				400,784
Fluid Management
Energy			213,003				236,461				249,656				236,294				935,414				176,334
Fluid Solutions			188,328				210,207				202,054				178,223				778,812				154,488
Eliminations			(32	)			(38	)			(28	)			(82	)			(180	)			(50	)
			401,299				446,630				451,682				414,435				1,714,046				330,772
Electronic Technologies			351,757				379,958				362,446				301,970				1,396,131				214,035
Intra-segment eliminations			(3,566	)			(3,345	)			(2,609	)			(1,624	)			(11,144	)			(1,297	)
Total consolidated revenue		$	1,865,486			$	2,010,978			$	1,965,776			$	1,726,648			$	7,568,888			$	1,379,085
NET EARNINGS
Segment Earnings (Loss):
Industrial Products		$	78,838			$	87,925			$	74,690			$	58,287			$	299,740			$	34,544
Engineered Systems			62,996				80,045				82,032				53,480				278,553				43,305
Fluid Management			85,139				97,878				102,232				100,068				385,317				75,442
Electronic Technologies			36,234				51,029				53,826				52,552				193,641				(12,110	)
Total Segments			263,207				316,877				312,780				264,387				1,157,251				141,181
Corporate expense / other			(29,971	)			(24,973	)			(30,785	)			(29,467	)			(115,196	)			(24,692	)
Net interest expense			(23,431	)			(27,388	)			(25,924	)			(19,293	)			(96,036	)			(22,398	)
Earnings from continuing operations before provision for income taxes			209,805				264,516				256,071				215,627				946,019				94,091
Provision for income taxes			61,876				77,604				65,736				46,045				251,261				32,997
Earnings from continuing operations			147,929				186,912				190,335				169,582				694,758				61,094
Earnings (loss) from discontinued operations, net			(753	)			(51,634	)			(2,685	)			(48,855	)			(103,927	)			(7,669	)
Net earnings		$	147,176			$	135,278			$	187,650			$	120,727			$	590,831			$	53,425
SEGMENT OPERATING MARGIN
Industrial Products			12.8	%			13.5	%			11.9	%			10.3	%			12.2	%			7.9	%
Engineered Systems			12.6	%			14.9	%			15.6	%			11.9	%			13.9	%			10.8	%
Fluid Management			21.2	%			21.9	%			22.6	%			24.1	%			22.5	%			22.8	%
Electronic Technologies			10.3	%			13.4	%			14.9	%			17.4	%			13.9	%			-5.7	%
Total Segment			14.1	%			15.8	%			15.9	%			15.3	%			15.3	%			10.2	%

DOVER CORPORATION – INVESTOR SUPPLEMENT
FIRST QUARTER 2009

DOVER CORPORATION

QUARTERLY SEGMENT INFORMATION (continued)
(unaudited) (dollars in thousands)

		2008																				2009
		Q1				Q2				Q3				Q4				FY 2008				Q1
BOOKINGS
Industrial Products
Material Handling		$	296,278			$	313,199			$	292,436			$	207,115			$	1,109,028			$	118,343
Mobile Equipment			360,324				318,059				295,240				204,257				1,177,880				210,558
Eliminations			(296	)			(385	)			(193	)			(260	)			(1,134	)			(22	)
			656,306				630,873				587,483				411,112				2,285,774				328,879
Engineered Systems
Product Identification			239,547				250,538				233,196				197,431				920,712				175,680
Engineered Products			284,257				279,673				260,227				219,716				1,043,873				236,353
			523,804				530,211				493,423				417,147				1,964,585				412,033
Fluid Management
Energy			233,662				252,535				268,390				209,930				964,517				142,721
Fluid Solutions			197,289				217,466				195,253				161,351				771,359				150,376
Eliminations			(24	)			(32	)			(31	)			(91	)			(178	)			(43	)
			430,927				469,969				463,612				371,190				1,735,698				293,054
Electronic Technologies			360,337				384,790				363,535				233,720				1,342,382				223,707
Intra-segment eliminations			(2,992	)			(3,490	)			(1,755	)			(1,182	)			(9,419	)			(1,291	)
Total consolidated bookings		$	1,968,382			$	2,012,353			$	1,906,298			$	1,431,987			$	7,319,020			$	1,256,382
BACKLOG
Industrial Products
Material Handling		$	228,082			$	235,284			$	240,009			$	188,591							$	120,066
Mobile Equipment			575,070				549,430				498,908				387,329								349,358
Eliminations			(171	)			(186	)			(161	)			(220	)							(48	)
			802,981				784,528				738,756				575,700								469,376
Engineered Systems
Product Identification			79,956				82,196				76,247				61,195								57,801
Engineered Products			244,981				235,513				205,127				183,821								196,394
			324,937				317,709				281,374				245,016								254,195
Fluid Management
Energy			106,540				119,033				133,713				95,532								58,771
Fluid Solutions			85,130				91,870				82,998				64,471								60,781
Eliminations			(6	)			—				(3	)			(12	)							(5	)
			191,664				210,903				216,708				159,991								119,547
Electronic Technologies			246,711				251,403				248,725				175,317								186,850
Intra-segment eliminations			(2,038	)			(1,424	)			(540	)			(61	)							(42	)
Total consolidated backlog		$	1,564,255			$	1,563,119			$	1,485,023			$	1,155,963							$	1,029,926
ACQUISITION RELATED DEPRECIATION AND AMORTIZATION EXPENSE *
Industrial Products		$	9,215			$	8,070			$	7,805			$	7,193			$	32,283			$	8,388
Engineered Systems			6,109				6,116				6,103				6,066				24,394				6,071
Fluid Management			3,914				5,607				5,422				4,607				19,550				4,828
Electronic Technologies			8,902				9,416				9,304				8,859				36,481				8,286
		$	28,140			$	29,209			$	28,634			$	26,725			$	112,708			$	27,573

DOVER CORPORATION – INVESTOR SUPPLEMENT
FIRST QUARTER 2009

DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)

		2008																				2009
		Q1				Q2				Q3				Q4				FY 2008				Q1
Basic earnings (loss) per common share:
Continuing operations		$	0.77			$	0.99			$	1.02			$	0.91			$	3.69			$	0.33
Discontinued operations			—				(0.27	)			(0.01	)			(0.26	)			(0.55	)			(0.04	)
Net earnings			0.76				0.72				1.01				0.65				3.13				0.29
Diluted earnings (loss) per common share:
Continuing operations		$	0.77			$	0.98			$	1.01			$	0.91			$	3.67			$	0.33
Discontinued operations			—				(0.27	)			(0.01	)			(0.26	)			(0.55	)			(0.04	)
Net earnings			0.76				0.71				1.00				0.65				3.12				0.29