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): April 18, 2019 
________________________________
https://cdn.kscope.io/b33d834dd367ecf9b494f3331aad5976-image1.jpg
(Exact name of registrant as specified in its charter)
________________________________
 
Delaware1-401853-0257888
(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 (see General Instruction A.2. below):
 
¨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 April 18, 2019, Dover Corporation ("Dover") issued the Press Release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended March 31, 2019.
 
The information in this Current Report on Form 8-K, including the exhibit, 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, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished as part of this report:
 
99.1 Press Release dated April 18, 2019. 





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:April 18, 2019DOVER CORPORATION
 (Registrant)
   
 By:/s/ Ivonne M. Cabrera
  Ivonne M. Cabrera
  Senior Vice President, General Counsel & Secretary
   



Document


Exhibit 99.1

https://cdn.kscope.io/b33d834dd367ecf9b494f3331aad5976-image11.jpg 

Investor Contact:Media Contact:
Andrey GaliukAdrian Sakowicz
Vice President - Corporate DevelopmentVice President - Communications
and Investor Relations (630) 743-5039
(630) 743-5131asakowicz@dovercorp.com 
agaliuk@dovercorp.com 

DOVER REPORTS FIRST QUARTER 2019 RESULTS; REAFFIRMS FULL YEAR 2019 GUIDANCE

Reports quarterly revenue of $1.7 billion; organic growth of 8.3%

DOWNERS GROVE, Ill., April 18, 2019 — Dover (NYSE: DOV), a diversified global manufacturer, announced its financial results for the first quarter ended March 31, 2019.

First Quarter 2019 Financial Results:
Three Months Ended March 31,  
(dollars in millions, except per share data)20192018% Change
U.S. GAAP from continuing operations
Revenue$1,725 $1,638 %
Earnings$106 $109 (3)%
Diluted EPS$0.72 $0.70 %
Non-GAAP from continuing operations
Adjusted earnings$182 $141 29 %
Adjusted diluted EPS$1.24 $0.90 38 %

For the first quarter ended March 31, 2019, Dover's revenue was $1.7 billion, an increase of 5.3% over the prior year. The increase in the quarter was driven by organic growth of 8.3% and acquisition growth of 0.5%, partially offset by a 3.4% unfavorable impact from foreign exchange ("FX") and decline of 0.1% due to dispositions. 

Earnings from continuing operations included acquisition-related amortization costs of $26.7 million and rightsizing and other costs of $3.1 million, representing $0.18 and $0.02 of diluted earnings per share from continuing operations ("EPS"), respectively. In addition, the first quarter included a $46.9 million, or $0.32 of EPS, non-cash after-tax loss on assets held for sale related to Finder Pompe S.r.l. (a supplier of pumps to the upstream oil & gas industry), which was sold on April 2, 2019. Excluding these items, adjusted earnings from continuing operations for the quarter were $182.4 million (+29% over the comparable period in 2018), and adjusted EPS was $1.24 (+38% over the comparable period in 2018).

A full reconciliation between GAAP and adjusted measures is included as an exhibit herein.

Management Commentary:

Dover’s President and Chief Executive Officer, Richard J. Tobin, said, “Our solid results for the first quarter of 2019 were driven by our businesses winning with their customers and executing on their productivity and cost structure initiatives.




Revenue growth was driven primarily by constructive trading conditions across our Fluids and Engineered Systems segments, which posted comparable organic growth rates of 15.1% and 5.8%, respectively, as a result of healthy backlogs and increased throughput in our retail fueling platforms. Refrigeration and Food Equipment organic revenue was up 0.7% in the first quarter, with Dover Food Retail posting a 1.9% organic revenue increase as a result of the modestly improved demand conditions as we had forecasted.

As a result of our encouraging start in 2019, Dover is reaffirming our full year 2019 adjusted EPS guidance of $5.65 to $5.85."

Conference Call Information:

Dover will host a webcast and conference call to discuss its first quarter 2019 results at 10:00 A.M. Eastern Time (9:00 A.M. Central Time) on Thursday, April 18, 2019. 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 first quarter results and its operating segments can be found on the Company’s website.

About Dover:

Dover is a diversified global manufacturer with annual revenue of approximately $7 billion. We deliver innovative equipment and components, specialty systems, consumable supplies, software and digital solutions, and support services through three operating segments: Engineered Systems, Fluids and Refrigeration & Food Equipment. 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 24,000 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. All statements in this document other than statements of historical fact are statements that are, or could be deemed, “forward-looking” statements. Forward-looking statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control. 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, 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, our ability to realize synergies from newly acquired businesses, and our ability to derive expected benefits from restructuring, productivity initiatives and other cost reduction actions. For details on the risks and uncertainties that could cause our results to differ materially from the forward-looking statements contained herein, we refer you to the documents we file with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2018, and our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These documents are available from the Securities and Exchange Commission, and on our website, dovercorporation.com. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.







INVESTOR SUPPLEMENT - FIRST QUARTER 2019 

DOVER CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)(in thousands, except per share data)
Three Months Ended March 31,
20192018
Revenue$1,724,757 $1,637,671 
Cost of goods and services1,101,215 1,034,842 
Gross profit623,542 602,829 
Selling, general, and administrative expenses408,466 435,026 
Loss on assets held for sale46,946 — 
Operating earnings168,130 167,803 
Interest expense31,808 35,640 
Interest income(890)(2,057)
Other income, net(1,106)(30)
Earnings before provision for income taxes138,318 134,250 
Provision for income taxes32,613 24,841 
Earnings from continuing operations105,705 109,409 
Earnings from discontinued operations, net— 22,025 
Net earnings$105,705 $131,434 
Basic earnings per share*:
Earnings from continuing operations$0.73 $0.71 
Earnings from discontinued operations, net— 0.14 
Net earnings$0.73 $0.85 
Weighted average shares outstanding145,087 154,520 
Diluted earnings per common share*:
Earnings from continuing operations$0.72 $0.70 
Earnings from discontinued operations, net— 0.14 
Net earnings
$0.72 $0.84 
Weighted average shares outstanding146,911 157,090 
Dividends paid per common share$0.48 $0.47 
* Per share data may be impacted by rounding.




DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION
(unaudited)(in thousands)
20192018
Q1 Q1Q2Q3Q4FY 2018 
REVENUE
Engineered Systems
Printing & Identification$282,086 $282,522 $299,834 $283,232 $296,843 $1,162,431 
Industrials405,105 389,104 403,155 388,302 399,956 1,580,517 
687,191 671,626 702,989 671,534 696,799 2,742,948 
Fluids703,224 628,098 693,666 690,065 785,509 2,797,338 
Refrigeration & Food Equipment334,643 338,235 401,766 386,214 326,878 1,453,093 
Intra-segment eliminations(301)(288)(327)(410)(236)(1,261)
Total consolidated revenue$1,724,757 $1,637,671 $1,798,094 $1,747,403 $1,808,950 $6,992,118 
NET EARNINGS
Segment Earnings:
Engineered Systems$123,074 $102,066 $126,649 $108,714 $113,841 $451,270 
Fluids 1
52,221 67,348 93,028 101,207 128,221 389,804 
Refrigeration & Food Equipment24,807 29,182 51,372 42,434 13,131 136,119 
Total segments200,102 198,596 271,049 252,355 255,193 977,193 
Corporate expense / other30,866 30,763 30,050 30,207 38,704 129,724 
Interest expense31,808 35,640 32,125 31,192 32,015 130,972 
Interest income(890)(2,057)(2,563)(2,060)(2,201)(8,881)
Earnings before provision for income taxes138,318 134,250 211,437 193,016 186,675 725,378 
Provision for income taxes32,613 24,841 44,981 35,711 28,700 134,233 
Earnings from continuing operations105,705 109,409 166,456 157,305 157,975 591,145 
Earnings (loss) from discontinued operations, net— 22,025 (26,497)— (16,406)(20,878)
Net earnings$105,705 $131,434 $139,959 $157,305 $141,569 $570,267 
SEGMENT MARGIN
Engineered Systems17.9 %15.2 %18.0 %16.2 %16.3 %16.5 %
Fluids 1
7.4 %10.7 %13.4 %14.7 %16.3 %13.9 %
Refrigeration & Food Equipment7.4 %8.6 %12.8 %11.0 %4.0 %9.4 %
Total segment operating margin11.6 %12.1 %15.1 %14.4 %14.1 %14.0 %
DEPRECIATION AND AMORTIZATION EXPENSE
Engineered Systems$17,795 $19,239 $19,203 $18,204 $19,233 $75,879 
Fluids35,426 34,449 34,981 34,954 36,060 140,444 
Refrigeration & Food Equipment13,011 13,579 13,524 13,533 19,841 60,477 
Corporate1,506 1,358 1,595 1,399 1,428 5,780 
Total depreciation and amortization expense$67,738 $68,625 $69,303 $68,090 $76,562 $282,580 
1 Q1 2019 includes a $46,946 loss on assets held for sale for Finder Pompe S.r.l. ("Finder"). Excluding this loss, Fluids segment earnings was $99,167 and segment margin was 14.1%.




DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION
(continued)
(unaudited)(in thousands)
20192018
Q1 Q1Q2Q3Q4FY 2018 
BOOKINGS
Engineered Systems
Printing & Identification$280,658 $284,437 $306,770 $271,367 $295,963 $1,158,537 
Industrials414,786 466,722 412,780 390,606 481,172 1,751,280 
695,444 751,159 719,550 661,973 777,135 2,909,817 
Fluids712,856 703,461 737,340 723,996 734,943 2,899,740 
Refrigeration & Food Equipment376,998 372,701 428,816 331,979 341,221 1,474,717 
Intra-segment eliminations(682)(624)33 (549)(584)(1,724)
Total consolidated bookings$1,784,616 $1,826,697 $1,885,739 $1,717,399 $1,852,715 $7,282,550 
BACKLOG
Engineered Systems
Printing & Identification$121,374 $135,915 $137,019 $126,609 $122,028 
Industrials448,137 376,474 372,525 367,963 438,546 
569,511 512,389 509,544 494,572 560,574 
Fluids538,888 544,250 564,959 588,632 523,791 
Refrigeration & Food Equipment311,632 283,250 309,440 255,783 268,991 
Intra-segment eliminations(377)(389)(134)(58)(185)
Total consolidated backlog$1,419,654 $1,339,500 $1,383,809 $1,338,929 $1,353,171 
 





DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)(in thousands, except per share data*)
Earnings Per Share
20192018
Q1Q1Q2Q3Q4FY 2018 
Basic earnings (loss) per common share:
Continuing operations$0.73 $0.71 $1.10 $1.07 $1.08 $3.94 
Discontinued operations— 0.14 (0.17)— (0.11)(0.14)
Net earnings$0.73 $0.85 $0.92 $1.07 $0.97 $3.80 
Diluted earnings (loss) per common share:
Continuing operations$0.72 $0.70 $1.08 $1.05 $1.07 $3.89 
Discontinued operations— 0.14 (0.17)— (0.11)(0.14)
Net earnings$0.72 $0.84 $0.91 $1.05 $0.96 $3.75 
Net earnings (loss) and weighted average shares used in calculated earnings per share amounts are as follows:
Net earnings (loss):
Continuing operations$105,705 $109,409 $166,456 $157,305 $157,975 $591,145 
Discontinued operations— 22,025 (26,497)— (16,406)(20,878)
Net earnings$105,705 $131,434 $139,959 $157,305 $141,569 $570,267 
Weighted average shares outstanding:
Basic145,087 154,520 151,744 147,344 146,007 149,874 
Diluted146,911 157,090 153,938 149,457 147,940 152,133 
* Per share data may be impacted by rounding.





Non-GAAP Reconciliations
Adjusted Earnings Per Share (Non-GAAP)
Earnings from continuing operations are adjusted by the effect of acquisition-related amortization, rightsizing and other costs, loss on assets held for sale, and the Tax Cuts and Jobs Act to derive adjusted earnings from continuing operations and adjusted diluted earnings per common share as follows:
20192018
Q1Q1Q2Q3Q4FY 2018 
Adjusted earnings:
Earnings from continuing operations$105,705 $109,409 $166,456 $157,305 $157,975 $591,145 
Acquisition-related amortization, pre-tax 1
35,635 38,150 38,072 34,997 35,078 146,297 
Acquisition-related amortization, tax impact 2
(8,964)(9,716)(9,683)(8,785)(8,817)(37,001)
Rightsizing and other costs, pre-tax 3
3,963 4,371 6,808 24,201 37,448 72,828 
Rightsizing and other costs, tax impact 2
(861)(797)(1,448)(4,477)(7,809)(14,531)
Loss on assets held for sale 4
46,946 — — — — — 
Tax Cuts and Jobs Act  5
— — — — (2,832)(2,832)
Adjusted earnings from continuing operations
$182,424 $141,417 $200,205 $203,241 $211,043 $755,906 
Adjusted diluted earnings per common share*:
Diluted earnings per share from continuing operations$0.72 $0.70 $1.08 $1.05 $1.07 $3.89 
Acquisition-related amortization, pre-tax 1
0.24 0.24 0.25 0.23 0.24 0.96 
Acquisition-related amortization, tax impact 2
(0.06)(0.06)(0.06)(0.06)(0.06)(0.24)
Rightsizing and other costs, pre-tax 3
0.03 0.03 0.04 0.16 0.25 0.48 
Rightsizing and other costs, tax impact 2
(0.01)(0.01)(0.01)(0.03)(0.05)(0.10)
Loss on assets held for sale 4
0.32 — — — — — 
Tax Cuts and Jobs Act 5
— — — — (0.02)(0.02)
Adjusted diluted earnings per share from continuing operations
$1.24 $0.90 $1.30 $1.36 $1.43 $4.97 
1 Includes amortization on acquisition-related intangible assets and inventory step-up.
2 Adjustments were tax effected using the statutory tax rates in the applicable jurisdictions or the effective tax rate, where applicable, for each period.
3 Rightsizing and other costs include actions taken on employee reductions, facility consolidations and site closures, product line exits and other associated asset charges.
4 Represents a loss on assets held for sale of Finder. Under local law, no tax benefit is realized from the loss on the sale of a wholly-owned business.
5 2018 tax benefits related to additional Tax Cuts and Jobs Act regulatory guidance covered by SAB 118.
* Per share data and totals may be impacted by rounding.






DOVER CORPORATION
ADDITIONAL INFORMATION
(unaudited)(in thousands)

Quarterly Cash Flow
20192018
Q1Q1Q2Q3Q4FY 2018 
Net Cash Flows Provided By (Used In):
Operating activities$24,524 $15,535 $159,205 $243,944 $370,509 $789,193 
Investing activities(217,690)(122,597)(51,606)(35,922)(35,355)(245,480)
Financing activities36,067 (289,103)(227,734)(232,476)(148,525)(897,838)

Quarterly Free Cash Flow (Non-GAAP)
20192018
Q1Q1Q2Q3Q4FY 2018 
Cash flow from operating activities$24,524 $15,535 $159,205 $243,944 $370,509 $789,193 
Less: Capital expenditures(37,122)(44,678)(51,686)(38,192)(36,438)(170,994)
Free cash flow$(12,598)$(29,143)$107,519 $205,752 $334,071 $618,199 
Free cash flow as a percentage of revenue(0.7)%(1.8)%6.0 %11.8 %18.5 %8.8 %

Revenue Growth Factors
Three Months Ended March 31, 2019
Engineered SystemsFluidsRefrigeration & Food EquipmentTotal
Organic5.8 %15.1 %0.7 %8.3 %
Acquisitions— %1.3 %— %0.5 %
Dispositions— %(0.3)%— %(0.1)%
Currency translation(3.5)%(4.1)%(1.8)%(3.4)%
Total *2.3 %12.0 %(1.1)%5.3 %
* 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 earnings from continuing operations, adjusted diluted earnings per share from continuing operations, free cash flow, and organic revenue growth are not financial measures under GAAP and should not be considered as a substitute for earnings from continuing operations, diluted earnings per share from continuing operations, 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 earnings from continuing operations represents earnings from continuing operations adjusted for the effect of acquisition-related amortization, rightsizing and other costs, loss on assets held for sale, and the Tax Cuts and Jobs Act. We exclude after-tax acquisition-related amortization because the amount and timing of such charges are significantly impacted by the timing, size, number and nature of the acquisitions the Company consummates. We exclude the other items because they occur for reasons that may be unrelated to the Company's commercial performance during the period and/or Management believes they are not indicative of the Company's ongoing operating costs or gains in a given period. Management believes this information is useful to investors to better understand the Company’s ongoing profitability as it will better reflect the Company's core operating results, offer more transparency and facilitate easier comparability to prior and future periods and to its peers. Adjusted diluted earnings per share from continuing operations represents adjusted earnings from continuing operations divided by average diluted shares.

Free cash flow represents net cash provided by operating activities minus capital expenditures. 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.