Document
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): October 19, 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 2.02 Results of Operations and Financial Condition.
On October 19, 2017, Dover Corporation (i) issued the Press Release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended September 30, 2017; and (ii) posted on its website at
http://www.dovercorporation.com the presentation slides attached hereto as Exhibit 99.2 for the quarter ended September 30, 2017.
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.
(d) Exhibits.
The following exhibits are furnished as part of this report:
99.1 Press Release dated October 19, 2017.
99.2 Presentation Slides.
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.
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| | | | |
| | | |
Date: | October 19, 2017 | DOVER CORPORATION | |
| | (Registrant) | |
| | | | |
| | By: | /s/ Ivonne M. Cabrera | |
| | | Ivonne M. Cabrera | |
| | | Senior Vice President, General Counsel & Secretary | |
| | | | |
EXHIBIT INDEX
Exhibit
Exhibit 99.1
|
| | |
Investor Contact: | | Media Contact: |
Paul Goldberg | | Adrian Sakowicz |
Vice President - Investor Relations | | Vice President - Communications |
(212) 922-1640 | | (630) 743-5039 |
peg@dovercorp.com | | asakowicz@dovercorp.com |
DOVER REPORTS THIRD QUARTER 2017 RESULTS AND REAFFIRMS FULL YEAR EPS GUIDANCE
| |
• | Reports quarterly revenue of $2.0 billion, an increase of 17% from the prior year |
| |
• | Delivers quarterly diluted net earnings per share of $1.14, up 37% |
| |
• | Generates quarterly adjusted diluted net earnings per share of $1.16, excluding disposition and Wellsite separation related costs of $0.02 |
| |
• | Reaffirms 2017 full year diluted earnings per share guidance to be in the range of $4.23 to $4.33 |
| |
• | Confirms Wellsite separation remains on track; signs agreement to sell the Warn consumer and industrial winch business for $250 million |
DOWNERS GROVE, Ill., October 19, 2017 — Dover (NYSE: DOV) announced today that for the third quarter ended September 30, 2017, revenue was $2.0 billion, an increase of 17% from the prior year. The increase in the quarter was driven by organic growth of 9%, acquisition growth of 10% and a favorable impact from foreign exchange ("FX") of 1%, partially offset by a 3% impact from dispositions. Net earnings were $178.9 million, an increase of 38% as compared to $130.1 million for the prior year period. Diluted net earnings per share ("EPS") for the third quarter ended September 30, 2017, were $1.14, compared to $0.83 EPS in the prior year period, representing an increase of 37%. EPS for the third quarter ended September 30, 2017 included disposition and Wellsite separation related costs of $0.02. Excluding these costs, adjusted EPS for the third quarter ended September 30, 2017 was $1.16, an increase of 40% over the comparable prior year period. EPS for the third quarter ended September 30, 2017, and September 30, 2016, include restructuring costs of $0.02 EPS and $0.04 EPS, respectively.
Dover’s President and Chief Executive Officer, Robert A. Livingston, said, “Our third quarter performance reflected continued strength in our global markets. We posted broad-based organic growth in the quarter, which included particularly strong growth at our digital printing, waste handling, bearings & compression and pumps platforms. Additionally, we are very pleased with the strong performance of our businesses comprising Wellsite, which remains on track to be separated in early 2018. In all, our revenue growth and margin improvement were largely in line with our expectations.
“We continue to make strides in simplifying our portfolio. Along with our planned Wellsite separation, we recently signed an agreement to sell the consumer and industrial winch business of Warn for $250 million. This deal marks another step in streamlining our business and focusing on our core growth platforms. The Warn sale is expected to close in the fourth quarter, subject to closing conditions.
“With regard to guidance, we are reaffirming our full year EPS forecast. Our EPS guidance of $4.23 to $4.33 is based on full year revenue growth of 14% to 15% versus our prior forecast of 12% to 14%. Within this guidance, organic growth of 6% to 7%, acquisition growth of 10%, and a negative
2% impact from dispositions all remain largely unchanged. Our revenue forecast includes a neutral impact from FX for the year."
Full year guidance for 2017 does not include the anticipated fourth quarter gain for the Warn sale or any fourth quarter costs related to the Wellsite separation. The gain and incremental separation costs will be reported in EPS upon completion of the Warn disposition, and as costs are incurred for the Wellsite separation.
Dover will host a webcast of its third quarter 2017 conference call at 10:00 A.M. Eastern Time (9:00 A.M. Central Time) on Thursday, October 19, 2017. The webcast can be accessed on the Dover website at dovercorporation.com. The conference call will also be made available for replay on the website. Additional information on Dover’s third quarter results and its operating segments can be found on the Company’s website.
About the Wellsite Separation:
Dover has previously announced it is exploring strategic alternatives for the separation of its upstream energy businesses within its Energy segment, collectively, the “Wellsite” business. The Company is considering options which may include a tax-free spin-off, sale or other strategic combination. Dover’s Wellsite business, which includes Dover Artificial Lift, Dover Energy Automation, and US Synthetic (“USS”), operate in some of the most attractive segments of the oil & gas drilling and production industry. Dover expects to complete its assessment of strategic separation alternatives by the end of the year and will provide additional information once we have decided on a specific transaction or have otherwise determined that further disclosure is required or appropriate.
About Dover:
Dover is a diversified global manufacturer with annual revenue exceeding $7 billion. We deliver innovative equipment and components, specialty systems, consumable supplies, software and digital solutions, and support services through four operating segments: Engineered Systems, Fluids, Refrigeration & Food Equipment and Energy. Dover combines global scale with operational agility to lead the markets we serve. Recognized for our entrepreneurial approach for over 60 years, our team of 29,000 employees takes an ownership mindset, collaborating with customers to redefine what's possible. Headquartered in Downers Grove, Illinois, Dover trades on the New York Stock Exchange under "DOV." Additional information is available at dovercorporation.com.
Forward-Looking Statements:
This press release 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 "may," "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: the potential separation of the Wellsite business, including any potential spin-off, sale or other strategic transaction, 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 numerous important risks, uncertainties, assumptions and other factors, some of which are beyond Dover’s control. These factors could cause actual results to differ materially from current
expectations and include, but are not limited to, uncertainties as to the structure and timing of any Wellsite separation transaction and whether it will be completed, the possibility that closing conditions for a Wellsite separation transaction may not be satisfied or waived, the impact of the strategic review and any separation transaction on Dover and the Wellsite business on a standalone basis if the separation is completed, and whether the strategic benefits of separation can be achieved, economic conditions generally and changes in economic conditions globally and in the markets and industries served by our businesses, including oil and gas activity and U.S. industrials activity; conditions and events affecting domestic and global financial and capital markets; oil and natural gas demand, production growth, and prices; changes in exploration and production spending by our customers and changes in the level of oil and natural gas exploration and development; changes in customer demand and capital spending; risks related to our international operations and the ability of our businesses to expand into new geographic markets; the impact of interest rate and currency exchange rate fluctuations; increased competition and pricing pressures; the impact of loss of a significant customer, or loss or non-renewal of significant contracts; the ability of our businesses to adapt to technological developments; the ability of our businesses to develop and launch new products, timing of such launches and risks relating to market acceptance by customers; the relative mix of products and services which impacts margins and operating efficiencies; the impact of loss of a single-source manufacturing facility; short-term capacity constraints; domestic and foreign governmental and public policy changes or developments, including import/export laws and sanctions, tax policies, environmental regulations and conflict minerals disclosure requirements; increases in the cost of raw materials; our ability to identify and successfully consummate value-adding acquisition opportunities or planned divestitures, and to realize anticipated earnings and synergies from acquired businesses and joint ventures; our ability to achieve expected savings from integration and other cost-control initiatives, such as lean and productivity programs as well as efforts to reduce sourcing input costs; the impact of legal compliance risks and litigation, including product recalls; indemnification obligations related to acquired or divested businesses; cybersecurity and privacy risks; protection and validity of patent and other intellectual property rights; goodwill or intangible asset impairment charges; a downgrade in our credit ratings which, among other matters, could make obtaining financing more difficult and costly; and work stoppages, union and works council campaigns and other labor disputes which could impact our productivity. 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.
INVESTOR SUPPLEMENT - THIRD QUARTER 2017
DOVER CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)(in thousands, except per share data)
|
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2017 | | 2016 | | 2017 | | 2016 |
Revenue | $ | 2,006,275 |
| | $ | 1,707,763 |
| | $ | 5,812,998 |
| | $ | 5,016,381 |
|
Cost of goods and services | 1,261,942 |
| | 1,075,975 |
| | 3,658,045 |
| | 3,164,116 |
|
Gross profit | 744,333 |
| | 631,788 |
| | 2,154,953 |
| | 1,852,265 |
|
Selling, general, and administrative expenses | 470,516 |
| | 421,042 |
| | 1,439,852 |
| | 1,301,901 |
|
Operating earnings | 273,817 |
| | 210,746 |
| | 715,101 |
| | 550,364 |
|
Interest expense | 35,453 |
| | 33,789 |
| | 108,794 |
| | 100,886 |
|
Interest income | (1,761 | ) | | (795 | ) | | (6,679 | ) | | (4,021 | ) |
Gain on sale of businesses | — |
| | — |
| | (90,093 | ) | | (12,061 | ) |
Other expense (income), net | 2,697 |
| | (3,424 | ) | | 2,888 |
| | (7,739 | ) |
Earnings before provision for income taxes | 237,428 |
| | 181,176 |
| | 700,191 |
| | 473,299 |
|
Provision for income taxes | 58,516 |
| | 51,092 |
| | 184,974 |
| | 125,569 |
|
Net earnings | $ | 178,912 |
| | $ | 130,084 |
| | $ | 515,217 |
| | $ | 347,730 |
|
| | | | | | | |
Net earnings per share: | | | | | | | |
Basic | $ | 1.15 |
| | $ | 0.84 |
| | $ | 3.31 |
| | $ | 2.24 |
|
Diluted | $ | 1.14 |
| | $ | 0.83 |
| | $ | 3.27 |
| | $ | 2.22 |
|
| | | | | | | |
Weighted average shares outstanding: | | | | | | | |
Basic | 155,757 |
| | 155,300 | | 155,668 | | 155,182 |
Diluted | 157,555 |
| | 156,798 |
| | 157,565 |
| | 156,562 |
|
| | | | | | | |
Dividends paid per common share | $ | 0.47 |
| | $ | 0.44 |
| | $ | 1.35 |
| | $ | 1.28 |
|
| | | | | | | |
DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION
(unaudited)(in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2017 | | 2016 |
| Q1 | Q2 | Q3 | Q3 YTD | | Q1 | Q2 | Q3 | Q3 YTD | Q4 | FY 2016 |
REVENUE | | | | | | | | | | | |
Engineered Systems | | | | | | | | | | | |
Printing & Identification | $ | 249,238 |
| $ | 278,220 |
| $ | 272,941 |
| $ | 800,399 |
| | $ | 239,681 |
| $ | 263,648 |
| $ | 253,091 |
| $ | 756,420 |
| $ | 266,082 |
| $ | 1,022,502 |
|
Industrials | 358,397 |
| 377,210 |
| 372,891 |
| 1,108,498 |
| | 337,314 |
| 328,784 |
| 317,471 |
| 983,569 |
| 360,212 |
| 1,343,781 |
|
| 607,635 |
| 655,430 |
| 645,832 |
| 1,908,897 |
| | 576,995 |
| 592,432 |
| 570,562 |
| 1,739,989 |
| 626,294 |
| 2,366,283 |
|
| | | | | | | | | | | |
Fluids | 525,195 |
| 553,259 |
| 562,818 |
| 1,641,272 |
| | 399,062 |
| 405,838 |
| 412,822 |
| 1,217,722 |
| 482,852 |
| 1,700,574 |
|
| | | | | | | | | | | |
Refrigeration & Food Equipment | 356,834 |
| 426,304 |
| 438,788 |
| 1,221,926 |
| | 363,252 |
| 429,386 |
| 451,328 |
| 1,243,966 |
| 376,373 |
| 1,620,339 |
|
| | | | | | | | | | | |
Energy | 324,088 |
| 359,168 |
| 359,298 |
| 1,042,554 |
| | 283,230 |
| 259,008 |
| 273,248 |
| 815,486 |
| 292,952 |
| 1,108,438 |
|
| | | | | | | | | | | |
Intra-segment eliminations | (380 | ) | (810 | ) | (461 | ) | (1,651 | ) | | (266 | ) | (319 | ) | (197 | ) | (782 | ) | (510 | ) | (1,292 | ) |
Total consolidated revenue | $ | 1,813,372 |
| $ | 1,993,351 |
| $ | 2,006,275 |
| $ | 5,812,998 |
| | $ | 1,622,273 |
| $ | 1,686,345 |
| $ | 1,707,763 |
| $ | 5,016,381 |
| $ | 1,777,961 |
| $ | 6,794,342 |
|
| | | | | | | | | | | |
NET EARNINGS | | | | | | | | | | | |
Segment Earnings: | | | | | | | | | | | |
Engineered Systems | $ | 174,398 |
| $ | 106,820 |
| $ | 98,348 |
| $ | 379,566 |
| | $ | 93,748 |
| $ | 104,034 |
| $ | 97,240 |
| $ | 295,022 |
| $ | 96,807 |
| $ | 391,829 |
|
Fluids | 52,639 |
| 73,558 |
| 87,164 |
| 213,361 |
| | 46,047 |
| 54,033 |
| 66,178 |
| 166,258 |
| 34,663 |
| 200,921 |
|
Refrigeration & Food Equipment | 33,562 |
| 65,829 |
| 65,413 |
| 164,804 |
| | 38,161 |
| 63,230 |
| 64,111 |
| 165,502 |
| 118,126 |
| 283,628 |
|
Energy | 41,691 |
| 53,368 |
| 51,936 |
| 146,995 |
| | 11,244 |
| (75 | ) | 13,279 |
| 24,448 |
| 30,888 |
| 55,336 |
|
Total segments | 302,290 |
| 299,575 |
| 302,861 |
| 904,726 |
| | 189,200 |
| 221,222 |
| 240,808 |
| 651,230 |
| 280,484 |
| 931,714 |
|
Corporate expense / other | 36,489 |
| 34,190 |
| 31,741 |
| 102,420 |
| | 29,862 |
| 24,566 |
| 26,638 |
| 81,066 |
| 31,674 |
| 112,740 |
|
Interest expense | 36,409 |
| 36,932 |
| 35,453 |
| 108,794 |
| | 33,318 |
| 33,779 |
| 33,789 |
| 100,886 |
| 35,515 |
| 136,401 |
|
Interest income | (2,580 | ) | (2,338 | ) | (1,761 | ) | (6,679 | ) | | (1,604 | ) | (1,622 | ) | (795 | ) | (4,021 | ) | (2,738 | ) | (6,759 | ) |
Earnings before provision for income taxes | 231,972 |
| 230,791 |
| 237,428 |
| 700,191 |
| | 127,624 |
| 164,499 |
| 181,176 |
| 473,299 |
| 216,033 |
| 689,332 |
|
Provision for income taxes | 59,725 |
| 66,733 |
| 58,516 |
| 184,974 |
| | 28,268 |
| 46,209 |
| 51,092 |
| 125,569 |
| 54,871 |
| 180,440 |
|
Net earnings | $ | 172,247 |
| $ | 164,058 |
| $ | 178,912 |
| $ | 515,217 |
| | $ | 99,356 |
| $ | 118,290 |
| $ | 130,084 |
| $ | 347,730 |
| $ | 161,162 |
| $ | 508,892 |
|
| | | | | | | | | | | |
SEGMENT MARGIN | | | | | | | | | |
Engineered Systems | 28.7 | % | 16.3 | % | 15.2 | % | 19.9 | % | | 16.2 | % | 17.6 | % | 17.0 | % | 17.0 | % | 15.5 | % | 16.6 | % |
Fluids | 10.0 | % | 13.3 | % | 15.5 | % | 13.0 | % | | 11.5 | % | 13.3 | % | 16.0 | % | 13.7 | % | 7.2 | % | 11.8 | % |
Refrigeration & Food Equipment | 9.4 | % | 15.4 | % | 14.9 | % | 13.5 | % | | 10.5 | % | 14.7 | % | 14.2 | % | 13.3 | % | 31.4 | % | 17.5 | % |
Energy | 12.9 | % | 14.9 | % | 14.5 | % | 14.1 | % | | 4.0 | % | — | % | 4.9 | % | 3.0 | % | 10.5 | % | 5.0 | % |
Total segment operating margin | 16.7 | % | 15.0 | % | 15.1 | % | 15.6 | % | | 11.7 | % | 13.1 | % | 14.1 | % | 13.0 | % | 15.8 | % | 13.7 | % |
| | | | | | | | | | | |
DEPRECIATION AND AMORTIZATION EXPENSE | | | | | | | | | |
Engineered Systems | $ | 19,575 |
| $ | 20,259 |
| $ | 22,104 |
| $ | 61,938 |
| | $ | 16,036 |
| $ | 16,075 |
| $ | 16,238 |
| $ | 48,349 |
| $ | 25,597 |
| $ | 73,946 |
|
Fluids | 28,503 |
| 29,473 |
| 30,252 |
| 88,228 |
| | 20,511 |
| 20,981 |
| 20,833 |
| 62,325 |
| 22,899 |
| 85,224 |
|
Refrigeration & Food Equipment | 15,035 |
| 14,522 |
| 14,093 |
| 43,650 |
| | 16,728 |
| 16,881 |
| 16,146 |
| 49,755 |
| 15,263 |
| 65,018 |
|
Energy | 31,365 |
| 32,000 |
| 33,421 |
| 96,786 |
| | 34,160 |
| 33,289 |
| 32,605 |
| 100,054 |
| 31,366 |
| 131,420 |
|
Corporate | 1,120 |
| 1,164 |
| 994 |
| 3,278 |
| | 1,169 |
| 868 |
| 901 |
| 2,938 |
| 2,193 |
| 5,131 |
|
Total depreciation and amortization expense | $ | 95,598 |
| $ | 97,418 |
| $ | 100,864 |
| $ | 293,880 |
| | $ | 88,604 |
| $ | 88,094 |
| $ | 86,723 |
| $ | 263,421 |
| $ | 97,318 |
| $ | 360,739 |
|
| | | | | | | | | | | |
DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION
(continued)
(unaudited)(in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2017 | | 2016 |
| Q1 | Q2 | Q3 | Q3 YTD | | Q1 | Q2 | Q3 | Q3 YTD | Q4 | FY 2016 |
BOOKINGS | | | | | | | | | | | |
Engineered Systems | | | | | | | | | | | |
Printing & Identification | $ | 256,665 |
| $ | 282,157 |
| $ | 268,700 |
| $ | 807,522 |
| | $ | 242,569 |
| $ | 266,490 |
| $ | 248,443 |
| $ | 757,502 |
| $ | 268,951 |
| $ | 1,026,453 |
|
Industrials | 419,455 |
| 367,352 |
| 366,430 |
| 1,153,237 |
| | 329,957 |
| 304,345 |
| 331,435 |
| 965,737 |
| 374,073 |
| 1,339,810 |
|
| 676,120 |
| 649,509 |
| 635,130 |
| 1,960,759 |
| | 572,526 |
| 570,835 |
| 579,878 |
| 1,723,239 |
| 643,024 |
| 2,366,263 |
|
| | | | | | | | | | | |
Fluids | 565,987 |
| 554,656 |
| 576,538 |
| 1,697,181 |
| | 418,345 |
| 413,767 |
| 413,535 |
| 1,245,647 |
| 457,283 |
| 1,702,930 |
|
| | | | | | | | | | | |
Refrigeration & Food Equipment | 438,576 |
| 466,276 |
| 357,855 |
| 1,262,707 |
| | 411,367 |
| 468,661 |
| 429,134 |
| 1,309,162 |
| 336,645 |
| 1,645,807 |
|
| | | | | | | | | | | |
Energy | 348,317 |
| 352,617 |
| $ | 368,377 |
| $ | 1,069,311 |
| | 273,445 |
| 246,021 |
| 270,685 |
| 790,151 |
| 299,771 |
| 1,089,922 |
|
| | | | | | | | | | | |
Intra-segment eliminations | (1,149 | ) | (529 | ) | (468 | ) | (2,146 | ) | | (90 | ) | (944 | ) | (245 | ) | (1,279 | ) | (308 | ) | (1,587 | ) |
| | | | | | | | | | | |
Total consolidated bookings | $ | 2,027,851 |
| $ | 2,022,529 |
| $ | 1,937,432 |
| $ | 5,987,812 |
| | $ | 1,675,593 |
| $ | 1,698,340 |
| $ | 1,692,987 |
| $ | 5,066,920 |
| $ | 1,736,415 |
| $ | 6,803,335 |
|
| | | | | | | | | | | |
BACKLOG | | | | | | | | | | | |
Engineered Systems | | | | | | | | | | | |
Printing & Identification | $ | 109,347 |
| $ | 115,763 |
| $ | 116,359 |
| | | $ | 102,640 |
| $ | 104,509 |
| $ | 101,190 |
| | $ | 98,924 |
| |
Industrials | 310,008 |
| 301,474 |
| 297,860 |
| | | 235,384 |
| 210,646 |
| 224,892 |
| | 252,780 |
| |
| 419,355 |
| 417,237 |
| 414,219 |
| | | 338,024 |
| 315,155 |
| 326,082 |
| | 351,704 |
| |
| | | | | | | | | | | |
Fluids | 371,717 |
| 378,774 |
| 398,827 |
| | | 286,457 |
| 315,786 |
| 318,246 |
| | 331,238 |
| |
| | | | | | | | | | | |
Refrigeration & Food Equipment | 341,530 |
| 382,598 |
| 302,574 |
| | | 303,479 |
| 332,312 |
| 309,462 |
| | 258,329 |
| |
| | | | | | | | | | | |
Energy | 156,255 |
| 147,568 |
| 158,645 |
| | | 144,828 |
| 129,873 |
| 126,519 |
| | 134,181 |
| |
| | | | | | | | | | | |
Intra-segment eliminations | (729 | ) | (378 | ) | (383 | ) | | | (36 | ) | (265 | ) | (252 | ) |
| (102 | ) | |
| | | | | | | | | | | |
Total consolidated backlog | $ | 1,288,128 |
| $ | 1,325,799 |
| $ | 1,273,882 |
| | | $ | 1,072,752 |
| $ | 1,092,861 |
| $ | 1,080,057 |
| | $ | 1,075,350 |
| |
DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)(in thousands, except per share data*)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings Per Share | | | | | | | | | | | |
| 2017 | | 2016 |
| Q1 | Q2 | Q3 | Q3 YTD | | Q1 | Q2 | Q3 | Q3 YTD | Q4 | FY 2016 |
Net earnings per share: | | | | | | | | | | | |
Basic | $ | 1.11 |
| $ | 1.05 |
| $ | 1.15 |
| $ | 3.31 |
| | $ | 0.64 |
| $ | 0.76 |
| $ | 0.84 |
| $ | 2.24 |
| $ | 1.04 |
| $ | 3.28 |
|
Diluted | $ | 1.09 |
| $ | 1.04 |
| $ | 1.14 |
| $ | 3.27 |
| | $ | 0.64 |
| $ | 0.76 |
| $ | 0.83 |
| $ | 2.22 |
| $ | 1.03 |
| $ | 3.25 |
|
| | | | | | | | | | | |
Net earnings and weighted average shares used in calculated earnings per share amounts are as follows: |
| | | | | | | | | | | |
Net earnings | $ | 172,247 |
| $ | 164,058 |
| $ | 178,912 |
| $ | 515,217 |
| | $ | 99,356 |
| $ | 118,290 |
| $ | 130,084 |
| $ | 347,730 |
| $ | 161,162 |
| $ | 508,892 |
|
| | | | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | |
Basic | 155,540 |
| 155,703 |
| 155,757 |
| 155,668 |
| | 155,064 |
| 155,180 |
| 155,300 |
| 155,182 |
| 155,376 |
| 155,231 |
|
Diluted | 157,399 |
| 157,513 |
| 157,555 |
| 157,565 |
| | 156,161 |
| 156,595 |
| 156,798 |
| 156,562 |
| 156,816 |
| 156,636 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted Earnings Per Share (Non-GAAP) | | | | | | | |
Net earnings are adjusted by gains on disposition of businesses, disposition costs and a product recall charge to derive adjusted net earnings and adjusted diluted earnings per common share as follows: |
| | | | | | | | | | | |
| 2017 | | 2016 |
| Q1 | Q2 | Q3 | Q3 YTD | | Q1 | Q2 | Q3 | Q3 YTD | Q4 | FY 2016 |
Adjusted net earnings: | | | | | | | | |
Net earnings | $ | 172,247 |
| $ | 164,058 |
| $ | 178,912 |
| $ | 515,217 |
| | $ | 99,356 |
| $ | 118,290 |
| $ | 130,084 |
| $ | 347,730 |
| $ | 161,162 |
| $ | 508,892 |
|
Gain on dispositions, pre-tax | (88,402 | ) | — |
| — |
| (88,402 | ) | | (11,853 | ) | — |
| — |
| (11,853 | ) | (85,035 | ) | (96,888 | ) |
Gain on dispositions, tax impact 1 | 26,682 |
| — |
| — |
| 26,682 |
| | 625 |
| — |
| — |
| 625 |
| 28,060 |
| 28,685 |
|
Disposition costs, pre-tax 2 | — |
| — |
| 5,032 |
| 5,032 |
| | — |
| — |
| — |
| — |
| — |
| — |
|
Disposition costs, tax impact 1 | — |
| — |
| (1,464 | ) | (1,464 | ) | | — |
| — |
| — |
| — |
| — |
| — |
|
Product recall charge, pre-tax | — |
| — |
| — |
| — |
| | — |
| — |
| — |
| — |
| 23,150 |
| 23,150 |
|
Product recall charge, tax impact 1 | — |
| — |
| — |
| — |
| | — |
| — |
| — |
| — |
| (8,913 | ) | (8,913 | ) |
Adjusted net earnings | $ | 110,527 |
| $ | 164,058 |
| $ | 182,480 |
| $ | 457,065 |
| | $ | 88,128 |
| $ | 118,290 |
| $ | 130,084 |
| $ | 336,502 |
| $ | 118,424 |
| $ | 454,926 |
|
| | | | | | | | | | | |
Adjusted diluted earnings per common share: | | | | | | | | | |
Net earnings | $ | 1.09 |
| $ | 1.04 |
| $ | 1.14 |
| $ | 3.27 |
| | $ | 0.64 |
| $ | 0.76 |
| $ | 0.83 |
| $ | 2.22 |
| $ | 1.03 |
| $ | 3.25 |
|
Gain on dispositions, pre-tax | (0.56 | ) | — |
| — |
| (0.56 | ) | | (0.08 | ) | — |
| — |
| (0.08 | ) | (0.54 | ) | (0.62 | ) |
Gain on dispositions, tax impact | 0.17 |
| — |
| — |
| 0.17 |
| | — |
| — |
| — |
| — |
| 0.18 |
| 0.18 |
|
Disposition costs, pre-tax 2 | — |
| — |
| 0.03 |
| 0.03 |
| | — |
| — |
| — |
| — |
| — |
| — |
|
Disposition costs, tax impact | — |
| — |
| (0.01 | ) | (0.01 | ) | | — |
| — |
| — |
| — |
| — |
| — |
|
Product recall charge, pre-tax | — |
| — |
| — |
| — |
| | — |
| — |
| — |
| — |
| 0.15 |
| 0.15 |
|
Product recall charge, tax impact | — |
| — |
| — |
| — |
| | — |
| — |
| — |
| — |
| (0.06 | ) | (0.06 | ) |
Adjusted net earnings | $ | 0.70 |
| $ | 1.04 |
| $ | 1.16 |
| $ | 2.90 |
| | $ | 0.56 |
| $ | 0.76 |
| $ | 0.83 |
| $ | 2.15 |
| $ | 0.76 |
| $ | 2.90 |
|
| | | | | | | | | | | |
1 Gain on dispositions, disposition costs and the product recall charge were tax effected using the statutory tax rates in the specific jurisdiction for each period. |
2 Disposition costs include costs related to the Wellsite separation as well as the fourth quarter sale of Warn Industries. |
| | | | | | | | | | | |
* Per share data may be impacted by rounding. | | | | | | | |
DOVER CORPORATION
ADDITIONAL INFORMATION
(unaudited)(in thousands)
Quarterly Cash Flow
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2017 | | 2016 |
| Q1 | Q2 | Q3 | Q3 YTD | | Q1 | Q2 | Q3 | Q3 YTD | Q4 | FY 2016 |
Net Cash Flows Provided By (Used In): | | | | | | | | | | | |
Operating activities | $ | 78,071 |
| $ | 155,877 |
| $ | 268,017 |
| $ | 501,965 |
| | $ | 133,413 |
| $ | 207,868 |
| $ | 231,665 |
| $ | 572,946 |
| $ | 289,029 |
| $ | 861,975 |
|
Investing activities | 81,780 |
| (51,137 | ) | (55,428 | ) | (24,785 | ) | | (425,857 | ) | (69,415 | ) | (66,110 | ) | (561,382 | ) | (942,461 | ) | (1,503,843 | ) |
Financing activities | (93,293 | ) | (216,273 | ) | (197,634 | ) | (507,200 | ) | | 178,507 |
| (127,678 | ) | 98,491 |
| 149,320 |
| 484,288 |
| 633,608 |
|
Quarterly Free Cash Flow (Non-GAAP)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2017 | | 2016 |
| Q1 | Q2 | Q3 | Q3 YTD | | Q1 | Q2 | Q3 | Q3 YTD | Q4 | FY 2016 |
Cash flow from operating activities | $ | 78,071 |
| $ | 155,877 |
| $ | 268,017 |
| $ | 501,965 |
| | $ | 133,413 |
| $ | 207,868 |
| $ | 231,665 |
| $ | 572,946 |
| $ | 289,029 |
| $ | 861,975 |
|
Less: Capital expenditures | (42,259 | ) | (48,335 | ) | (59,555 | ) | (150,149 | ) | | (37,230 | ) | (35,422 | ) | (43,116 | ) | (115,768 | ) | (49,437 | ) | (165,205 | ) |
Plus: Cash taxes paid for gains on dispositions1 | — |
| 42,955 |
| 5,651 |
| 48,606 |
| | — |
| 435 |
| 217 |
| 652 |
| 217 |
| 869 |
|
Plus: Cash paid for Wellsite separation costs | — |
| — |
| 369 |
| 369 |
| | — |
| — |
| — |
| — |
| — |
| — |
|
Free cash flow | $ | 35,812 |
| $ | 150,497 |
| $ | 214,482 |
| $ | 400,791 |
| | $ | 96,183 |
| $ | 172,881 |
| $ | 188,766 |
| $ | 457,830 |
| $ | 239,809 |
| $ | 697,639 |
|
| | | | | | | | | | | |
Free cash flow as a percentage of revenue | 2.0 | % | 7.5 | % | 10.7 | % | 6.9 | % | | 5.9 | % | 10.3 | % | 11.1 | % | 9.1 | % | 13.5 | % | 10.3 | % |
| | | | | | | | | | | |
Free cash flow as a percentage of net earnings | 20.8 | % | 91.7 | % | 119.9 | % | 77.8 | % | | 96.8 | % | 146.2 | % | 145.1 | % | 131.7 | % | 148.8 | % | 137.1 | % |
| | | | | | | | | | | |
1 Federal and state tax payments related to the gains on the dispositions of Performance Motorsports in 2017 and Tipper Tie and Texas Hydraulics in 2016. |
Revenue Growth Factors
|
| | | | | | | | | | | | | | |
| Three Months Ended September 30, 2017 |
| Engineered Systems | | Fluids | | Refrigeration & Food Equipment | | Energy | | Total |
Organic | 7 | % | | 5 | % | | 2 | % | | 31 | % | | 9 | % |
Acquisitions | 8 | % | | 30 | % | | — | % | | — | % | | 10 | % |
Dispositions | (3 | )% | | — | % | | (6 | )% | | — | % | | (3 | )% |
Currency translation | 1 | % | | 1 | % | | 1 | % | | — | % | | 1 | % |
Total * | 13 | % | | 36 | % | | (3 | )% | | 32 | % | | 17 | % |
| | | | | | | | | |
* Totals may be impacted by rounding. | | | | | | | | | |
|
| | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2017 |
| Engineered Systems | | Fluids | | Refrigeration & Food Equipment | | Energy | | Total |
Organic | 5 | % | | 2 | % | | 4 | % | | 28 | % | | 8 | % |
Acquisitions | 9 | % | | 33 | % | | — | % | | — | % | | 11 | % |
Dispositions | (4 | )% | | — | % | | (6 | )% | | — | % | | (3 | )% |
Currency translation | — | % | | (1 | )% | | — | % | | — | % | | — | % |
Total * | 10 | % | | 35 | % | | (2 | )% | | 28 | % | | 16 | % |
| | | | | | | | | |
* Totals may be impacted by rounding. | | | | | | | | | |
Non-GAAP Disclosures:
In an effort to provide investors with additional information regarding our results as determined by GAAP, Management also discloses non-GAAP information that Management believes provides useful information to investors. Adjusted net earnings, adjusted diluted earnings per common share, free cash flow and organic revenue growth are not financial measures under GAAP and should not be considered as a substitute for net earnings, diluted earnings per common share, cash flows from operating activities, or revenue as determined in accordance with GAAP, and they may not be comparable to similarly titled measures reported by other companies. Adjusted net earnings represents net earnings adjusted for gains on disposition of businesses and a product recall charge. Adjusted diluted earnings per common share represents adjusted net earnings divided by average diluted shares. Management believes this information is useful to investors to better understand the company’s ongoing profitability and facilitates easier comparisons of the company’s profitability to prior and future periods and to its peers. Free cash flow represents net cash provided by operating activities minus capital expenditures, plus the add back of cash taxes paid for gains on dispositions (which reflect tax payments on disposition-related investing activities) and cash paid for the Wellsite separation costs. Management believes that free cash flow is an important measure of operating performance because it provides management and investors a measurement of cash generated from operations that is available for mandatory payment obligations and investment opportunities, such as funding acquisitions, paying dividends, repaying debt and repurchasing our common stock. Management believes that reporting organic revenue growth, which excludes the impact of foreign currency exchange rates and the impact of acquisitions and dispositions, provides a useful comparison of our revenue performance and trends between periods.
a201710198kexhibit992
Earnings Conference Call
Third Quarter 2017
October 19, 2017 – 9:00am CT
Exhibit 99.2
2
Forward Looking Statements and Non-GAAP Measures
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 Corporation by referring to the
documents we file from time to time with the SEC, including our Form 10-K for
2016, 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.
This document contains non-GAAP financial information. Reconciliations of
non-GAAP measures are included either in this presentation or Dover’s earnings
release and investor supplement for the third quarter, which are available on our
website.
2
3
$0.00
$0.25
$0.50
$0.75
$1.00
$1.25
Q1 Q2 Q3 Q4 Q1 Q2 Q3
Earnings per share Adj. EPS*
Q3 2017 Performance
Earnings Per Share
Q3 Q3/Q3
* Excludes gains on dispositions of $0.07 in Q1 2016, $0.36 in Q4 2016, $0.39 in
Q1 2017, a $0.09 voluntary product recall charge in Q4 2016, and Wellsite
separation and Warn disposition related costs of $0.02 in Q3 2017
(e) See Press Release for free cash flow reconciliation
3
Quarterly Comments
2016
Revenue growth driven by broad-based organic growth and
acquisitions; solid organic growth in U.S., Europe and China
Strong sequential margin improvement in Fluids
Segment margin improvement largely driven by strong
conversion on volume and the benefits of integration and
productivity
Bookings growth reflects organic increases in Engineered
Systems, Fluids and Energy, and the impact of acquisitions
Signed agreement to sell the Warn consumer and industrial
winch business for $250 million, expected to close in Q4 2017
Book-to-bill at 0.97
Note: EPS and Adj. EPS include restructuring costs of $0.07 in Q1 2016, $0.04
in Q2 2016, $0.04 in Q3 2016, $0.04 in Q4 2016, $0.03 in Q1 2017, $0.01 in Q2
2017 and $0.02 in Q3 2017
Revenue $2.0B 17%
EPS $1.14 37%
Adjusted EPS (a) $1.16 40%
Bookings $1.9B 14%
Segment margin 15.1% 100 bps
Adj. seg. margin (b) 15.3% 120 bps
Organic Rev. (c) 9%
Net Acq. Growth (d) 7%
Cash flow from Ops. $268M 16%
FCF (e) $214M 14%
(c) Change in revenue from businesses owned over 12 months, excluding FX impact
(d) Change in revenue from acquisitions, less revenue from dispositions
2017
(a) Excludes Warn disposition-related costs and Wellsite separation costs totaling $0.02 EPS
(b) Excludes Warn disposition-related costs of $3 million, included in segment results
4
Revenue
Q3 2017
Engineered
Systems
Fluids
Refrigeration
& Food Equip
Energy
Total
Dover
Organic 7% 5% 2% 31% 9%
Acquisitions 8% 30% - - 10%
Dispositions -3% - -6% - -3%
Currency 1% 1% 1% - 1%
Total 13% 36% -3% 32% 17%
Note: Totals may be impacted due to rounding
5
Engineered Systems
Organic revenue growth of 7%
– Printing & Identification driven
by strong digital printing
markets and solid growth in
marking & coding
– Industrial’s growth was broad-
based with particular strength
in waste handling
Margin slightly below
expectations reflecting timing on
investments and modest
material cost inflation
Organic bookings growth is
broad-based
Book-to-bill of 0.98
5
Q3
2017
Q3
2016
%
Change
%
Organic
Revenue(a) $646 $571 13% 7%
Earnings $ 98 $ 97 1%
Adj. Earnings * $102 $ 97 5%
Margin 15.2% 17.0% -180 bps
Adj. Margin * 15.7% 17.0% -130 bps
Bookings(b) $635 $580 10% 3%
Revenue by End-Market
% of Q3
Revenue
Q3/Q3
Growth
Organic
Growth
Printing & Identification 42% 8% 4%
Industrial 58% 18% 9%
$ in millions
(a) Revenue increased 13% overall, reflecting organic growth of 7%,
acquisition growth of 8%, and a favorable 1% impact from FX, partially offset
by a 3% impact from dispositions
(b) Bookings growth of 10% reflects organic growth of 3%, acquisition growth
of 9%, and a favorable 1% impact from FX, partially offset by a 3% impact from
dispositions
Excludes $3M of costs related to pending
Warn disposition
*
6
Fluids
Revenue growth driven by
acquisitions and 5% organic
growth
Return to organic revenue
growth driven by:
– Solid retail fueling,
industrial pump and
hygienic & pharma markets
– Transport markets remain
weak
Margin primarily impacted by
acquisitions
– Sequentially up 220 basis
points, supported by retail
fueling integration
Bookings growth reflects
broad-based activity
Book-to-bill at 1.02
6
$ in millions
Revenue by End-Market
% of Q3
Revenue
Q3/Q3
Growth
Organic
Growth
Fueling & Transport 59% 61% 1%
Pumps 30% 12% 9%
Hygienic & Pharma 11% 12% 12%
Q3
2017
Q3
2016
%
Change
%
Organic
Revenue $563 $413 36% 5%
Earnings $ 87 $ 66 32%
Margin 15.5% 16.0% -50 bps
Bookings $577 $414 39% 10%
7
Refrigeration & Food Equipment
Organic revenue growth
reflects strong Refrigeration
activity
– Solid results in retail
refrigeration
– Within Food Equipment,
continued softness in
commercial cooking
equipment
Margin performance reflects
improved productivity and
volume leverage in retail
refrigeration
Organic bookings decline
driven by soft retail
refrigeration order activity
Book-to-bill at 0.82
7
$ in millions
Revenue by End-Market
% of Q3
Revenue
Q3/Q3
Growth
Organic
Growth
Refrigeration 85% 4% 4%
Food Equipment(c) 15% -29% -2%
(a) Revenue decline of 3% reflects organic growth of 2% and a favorable 1%
impact from FX, offset by a 6% impact from dispositions
(b) Bookings decline of 17% reflects an organic decline of 11% and a 6%
impact from dispositions
Q3
2017
Q3
2016
%
Change
%
Organic
Revenue(a) $439 $451 -3% 2%
Earnings $ 65 $ 64 2%
Margin 14.9% 14.2% 70 bps
Bookings(b) $358 $429 -17% -11%
(c) Revenue decline of 29% reflects an organic decline of 2% and a 27% impact
from dispositions
8
Energy
Organic revenue growth of
31%
– Drilling & Production growth
driven by continued
improvement in U.S. rig
count and increased well
completions
– Bearings & Compression
growth driven by improved
OEM build rates and strong
service activity
– Automation growth reflects
improved customer capex
spending
Margin of 14.5% reflects
significantly higher volume and
strong conversion
Bookings growth is broad-
based
Book-to-bill at 1.03
8
$ in millions
Q3
2017
Q3
2016
%
Change
%
Organic
Revenue $359 $273 32% 31%
Earnings $ 52 $ 13 291%
Margin 14.5% 4.9% 960 bps
Bookings $368 $271 36% 36%
Revenue by End-Market
% of Q3
Revenue
Q3/Q3
Growth
Organic
Growth
Drilling & Production 68% 38% 39%
Bearings & Compression 21% 9% 9%
Automation 11% 45% 45%
9
Q3 2017 Overview
9
Q3 2017
Net Interest Expense $34 million
Corporate Expense $32 million, includes Wellsite separation costs
of $2 million
Effective Tax Rate Q3 rate was 24.6%, reflecting the negative
impact of geographic mix, more than offset by
discrete tax benefits
Capex $60 million
Share Repurchases No activity
10
FY 2017F Updated Guidance
Corporate expense: ≈ $133 million
Net interest expense: ≈ $134 million
Q4 tax rate: ≈ 28%
Capital expenditures: ≈ 2.4% of revenue
FY free cash flow: ≈ 10% - 11% of revenue or 130% - 140%
net income*
2017F
Engineered
Systems
Fluids
Refrigeration
& Food Equip
Energy
Total
Organic rev. 3% - 4% 2% - 3% 2% - 3% 26% - 27% 6% - 7%
Acquisitions ≈ 8% ≈ 31% - - ≈ 10%
Dispositions (3%) - (5%) - (2%)
Currency (1%) (1%) - - -
Total revenue 7% - 8% 32% - 33% (3% - 2%) 26% - 27% 14% - 15%
* Excludes the gain on sale of business
12
Appendix
13
2017F EPS Guidance – Updated Bridge
2016 EPS – Continuing Ops (GAAP): $3.25
– Less 2016 gain on dispositions(1): (0.44)
– Less 2016 earnings from dispositions(2) : (0.05)
– Plus 2016 charges related to recall: 0.09
2016 Adjusted EPS $2.85
– Net restructuring(3): 0.08 - 0.10
– Performance including restructuring benefits: 1.31 - 1.35
– Compensation & investment: (0.18 - 0.16)
– Interest / Corp. / Tax rate / Shares / Other (net): (0.16 - 0.14)
– Net benefits of dispositions(4): 0.34
– Wellsite separation costs(5): (0.01)
2017F EPS – Continuing Ops $4.23 - $4.33
(2) Includes 2016 operating earnings from THI and Tipper Tie
(3) Includes restructuring costs of approximately $0.18 in FY 2016 and $0.08 - $0.10 in FY 2017F
(1) Includes $0.07 gain on the disposition of THI in Q1 2016 and $0.36 gain on the disposition of Tipper Tie in Q4 2016
(4) Includes $0.39 gain on the disposition of PMI in Q1 2017, partially offset by $0.04 of PMI operational earnings in the prior forecast, and disposition-related
costs of $0.01 incurred in Q3 2017 related to the planned sale of Warn Industries consumer and industrial winch business
(5) Includes $0.01 incurred in Q3 2017