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
Date of Report (Date of earliest event reported): May 23, 2017
________________________________
DOVER CORPORATION
(Exact name of registrant as specified in its charter)
________________________________
State of Delaware | 1-4018 | 53-0257888 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
3005 Highland Parkway | ||
Downers Grove, Illinois | 60515 | |
(Address of principal executive offices) | (Zip Code) | |
(630) 541-1540
(Registrant’s telephone number, including area code)
______________________
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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth 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. ¨
Item 7.01 Regulation FD Disclosure.
Dover Corporation (the “Company” or “Dover”) will present at the Electrical Products Group Conference on Tuesday, May 23 at 7:30 a.m. Eastern time. A copy of the slide presentation to be used by the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K. A link to the live audio webcast of the presentation and related materials will be available on the Company’s website (www.dovercorporation.com) and a replay of the webcast will be available on the website for approximately 90 days.
Exhibit 99.1 contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such statements concern future events and may be indicated by words or phrases such as “anticipates,” “expects,” “believes,” “suggests,” “will,” “plans,” “should,” “would,” “could,” and “forecast,” or the use of the future tense and similar words or phrases. Forward-looking statements address matters that are uncertain, including, by way of example only: operating and strategic plans, future sales, earnings, cash flows, margins, organic growth, growth from acquisitions, restructuring charges, cost structure, capital expenditures, capital allocation, capital structure, dividends, cash flows, exchange rates, tax rates, interest rates, interest expense, changes in operations and trends in industries in which our businesses operate, anticipated market conditions and our positioning, global economies, and operating improvements. Forward-looking statements are subject to inherent risks and
uncertainties that could cause actual results to differ materially from current expectations. Dover 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 herein. Dover undertakes no obligation to update any forward-looking statement, except as required by law.
The information in this report (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed by Dover under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Dover Corporation Presentation dated May 23, 2017.
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.
Date: | May 23, 2017 | DOVER CORPORATION | ||
(Registrant) | ||||
By: | /s/ Ivonne M. Cabrera | |||
Ivonne M. Cabrera | ||||
Senior Vice President, General Counsel & Secretary | ||||
EXHIBIT INDEX
Number | Exhibit | |
99.1 | Dover Corporation Presentation dated May 23, 2017. | |
EPG Conference
May 23, 2017
Bob Livingston
President & Chief Executive Officer
Exhibit 99.1
2
Forward looking statements
We want to remind everyone that our comments may contain forward-looking
statements that are inherently subject to uncertainties and risks. We caution
everyone to be guided in their analysis of Dover by referring to the documents
we file from time to time with the SEC, including our Form 10-K for 2016 and our
Form 10-Q for the first quarter of 2017, for a list of factors that could cause our
results to differ from those anticipated in any such forward-looking statements.
We would also direct your attention to our website, dovercorporation.com,
where considerably more information can be found.
3
Our strategy to create long-term value
Build platforms in key markets with significant growth potential
Capitalize on our expertise by providing a larger suite of products and
solutions to customers on a global basis
Innovate to launch new products to help customers win in their markets
Expand margin utilizing productivity and continuous improvement (“CI”)
processes across the organization
3
4
$1.4
$2.5 $2.3
$1.6
2017F Revenue
Refrigeration & Food Equipment
• Retail refrigeration
• Food equipment
• Heat transfer solutions
Fluids
• Retail fueling
• Hygienic & Pharma
• Pumps
Engineered Systems
• Marking & Coding
• Digital Printing
• Refuse Handling & Auto
Service equipment
Energy
Refrigeration &
Food Equip.
Identify attractive companies to
acquire leveraging our in-depth
knowledge of customers, markets
and opportunities
Incentivize and invest in our
businesses to improve their
overall performance by applying
management tools and systems
Segments, key platforms, and unique capabilities
Energy
• Drilling & Artificial Lift
• Automation
• Bearings & Compression
$ in billions
Engineered
Systems Fluids
Foster a unique culture where our
businesses embrace their
responsibility of helping our
customers win in their markets
≈
≈
≈
≈
5
Select growth markets at a glance - Energy
Estimated
market size $8.0B $4.0B
2017 – 2019
est. market
CAGR
Key
competitors
Drilling &
Artificial Lift
(USS, DAL)
Bearings &
Compression
(Waukesha, Cook)
2017F DOV
revenues ~$775M ~$150M
high potential growth tied
to rig count growth and
new well completions
Key growth
drivers
• Oil price stability/growth
• NA rig count growth
• Increased well completion
activity
• Shale activity growth
• New product introductions
Automation
(DEA)
$4.0B
~$290M
low-singles
• Increasing use of natural gas
in power gen
• Growing installed base of
reciprocating and rotating
machinery
• Global energy demand and
gas production
high potential growth tied
to well completions and
productivity spend
• Increased well completion
activity
• Focus on productivity thru
software solutions
• New products
• Customer adoption
6
Select growth markets at a glance - Engineered Systems
Text
Estimated
market size
$2.0B $3.5B
2017 – 2019
est. market
CAGR
double-
digits
Key
competitors
Digital Printing
(MS, JK,
Caldera)
Refuse Handling & Vehicle
Service Equipment
(ESG, VSG)
2017F DOV
revenues
~$850M <$200M ~$965M
$8.5B
Marking & Coding
(MI)
mid-singles low-to-mid
singles
Key growth
drivers
• Growing consumerism
in developing
economies
• Food safety concerns
• Logistics
• New packaging
designs and materials
• Growth in fast
fashion
• Water conservation
• Print quality and
consistency
• Flexibility
• Productivity
• Productivity
• Safety
• Environmental concerns
• Growth in recycling
• Increasing average age of vehicles
• Growing global car park
• New materials used in auto manufacturing
7
Select growth markets at a glance - Fluids
Estimated
market size
$2.0B $7.0B
2017 – 2019
est. market
CAGR
Key
competitors
2017F DOV
revenues
~$1.3B ~$250M
Retail Fueling
(OPW, Wayne,Tokheim,
Fairbanks)
low-to-mid
singles, plus
EMV lift
mid-to-high
singles
Key growth
drivers
Hygenic & Pharma
(Hydro, CPC, certain
PSG brands)
• Recent acquisitions
• EMV upgrade cycle
• Environmental and safety
regulations
• Remote monitoring and SaaS
• Increasing miles driven
• Auto growth in developing
markets
• Health and safety
concerns
• Growing single use
adoption
• Expanding applications
• Aging demographics
Pumps
(PSG, Maag)
$15.0B +
~$675M
low-to-mid
singles
• Significant global
petrochemical investment
• Low feedstock prices
• Worldwide growth of
plastics usage
• Global industrial growth
8
Select growth markets at a glance - Refrigeration & Food Equipment
Estimated
market size
$6.0B $2.5B $11.0B
2017 – 2019
est. market
CAGR
Key
competitors
Retail Refrigeration
(Hillphoenix &
Anthony)
2017F DOV
revenues
~$300M ~$1.2B ~$215M
Food Equipment
(UB & Belvac)
low-singles mid-singles mid-singles
Key growth
drivers
Heat Transfer
Solutions
(SWEP)
• Regulation/Energy
efficiency
• Changing trends in
merchandising
• Fresh & healthy
• Rising wages drive need for
productivity solutions
• Demographic trends
• Food safety
• Convergence of restaurants
and food retailers
• Growth in developing
economies
• Regulation/Energy
efficiency
• Expanding applications
• Market adoption of brazed
plate technology
• Urbanization driving
demand for compact
solutions
Alfa Laval
9
More opportunities ahead – mid-term
Markets support ongoing growth
– Energy continues to recover
– Engineered Systems benefits from high-growth Digital Textile Printing
markets and improving global Industrial markets
– Fluids growth driven by EMV tailwind and strong Hygienic & Pharma
markets
– Refrigeration & Food Equipment leveraging leading position in energy
efficiency and specialty merchandising
Additional opportunities to expand platforms
Multiple margin expansion opportunities
10
Strong start to the year – momentum building
Strong results delivered in Q1
– Global market activity above initial expectations
Broad-based market improvement; all major geographies posted organic
growth
– 12% revenue growth; up 4% organically
– 21% bookings growth; up 12% organically
– Raised full-year revenue, margin and EPS guidance
Recent acquisitions performing very well
Forecasted FY 2017 EPS up 33% from prior year at mid-point (adjusted basis)
11
Second quarter update
Revenue Bookings Margin
Energy
Drilling & Production
Automation
Bearings & Compression
Engineered Systems
Printing & Identification
Industrial
Fluids
Fueling & Transport
Pumps
Hygienic & Pharma
Refrigeration & Food Equipment
Refrigeration
Food Equipment
: in-line with expectations : above expectations : below expectations
12
Key takeaways
Our strategy remains consistent. We have great platforms serving markets that offer
ample opportunities for growth
We are anticipating strong growth and have above market expectations of this
portfolio. We continue to expand our capabilities to service our customers with a focus
on helping them win in their markets
We are committed to margin enhancement through our set of productivity tools and
processes
We will continue to generate strong free cash flow, with capital allocation focused on
growth
