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Form 8-K DOVER Corp For: Sep 14

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September 14, 2017 6:51 AM EDT


 
 
 
 
 

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): September 14, 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)
 

(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 Morgan Stanley Laguna Conference in Dana Point, California on Thursday, September 14, 2017 at 10:30 a.m. Pacific 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 90 days.

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 of 1934, as amended (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 September 14, 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:
September 14, 2017
DOVER CORPORATION
 
 
 
(Registrant)
 
 
 
 
 
 
 
 
By:
/s/ Ivonne M. Cabrera
 
 
 
 
Ivonne M. Cabrera
 
 
 
 
Senior Vice President, General Counsel & Secretary
 
 
 
 
 
 





EXHIBIT INDEX




Morgan Stanley 5th Annual Laguna Conference September 14, 2017 Bob Livingston President & Chief Executive Officer Exhibit 99.1

 
2 Forward Looking Statements This presentation may contain "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements related to the potential separation of our upstream energy businesses (collectively, the Wellsite business), including any potential spin-off, sale or other strategic transaction. All statements other than statements of historical fact are statements that are, or could be deemed, “forward-looking” statements. Words such as “may,” “will,” "anticipates," "expects," "believes," "suggests," "plans," "should," "would," "could," and "forecast," or others of similar meaning generally identify 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. These factors include, but are not limited to, uncertainties as to the structure and timing of any separation transaction and whether it will be completed, the possibility that closing conditions for a 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. Other factors include those discussed in the documents Dover 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. Dover refers you to those documents for a discussion of the risks and uncertainties that could cause its actual results to differ materially from its current expectations and from the forward-looking statements made during this presentation. Any forward-looking statements made during this presentation are made only as of the date they are made and we undertake no obligation to update such statements to reflect events or circumstances occurring after the date of this presentation except as required by law. This presentation includes certain non-GAAP financial measures about Dover’s Energy segment, including Adjusted Earnings and Adjusted EBITDA. These non-GAAP financial measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with U.S. GAAP. Please refer to the Appendix of this presentation for definitions of non-GAAP financial measures included in this presentation and a reconciliation to the most directly comparable financial measures prepared in accordance with U.S. GAAP. We would also direct your attention to our website, dovercorporation.com, where considerably more information can be found.

 
3 Our Evolution Over Past 10 Years  Executed value-creating portfolio strategy, including strategic M&A as well as non-core divestitures  Made organic investments to improve value-proposition for our customers through new product innovations  Implemented significant operational improvements and enhanced margins  Established shared services and Dover business systems across the enterprise  Continued track record of balanced capital allocation including a strong and growing dividend Focused portfolio on key platforms with sustainable growth runway and margin improvement potential

 
4 Wellsite Announcement  Completed a strategic review of our portfolio  Evaluating strategic alternatives for the separation of Dover’s upstream energy businesses (together referred to as “Wellsite”) - Wellsite includes Dover Artificial Lift, Dover Energy Automation and US Synthetic  Range of strategic alternatives being evaluated, including a tax-free spin- off, sale, or other strategic combination  Focused on pursuing a separation of Wellsite that creates the best long- term results for the businesses and the greatest value for shareholders  Expect to have assessment of separation alternatives completed by the end of the year  Dover core platform businesses are well-positioned for long-term sustainable growth and returns

 
5 Wellsite: Artificial Lift, Automation and Drill Bit Inserts Overview and Key Brands Financial Highlights Dover Artificial Lift (62% of 2017E Wellsite Revenue) Dover Energy Automation (16% of 2017E Wellsite Revenue) US Synthetic (22% of 2017E Wellsite Revenue) $753 $876 $1,016 2016A LTM 2017E $140 $195 $250 2016A LTM 2017E % Adjusted EBITDA Margin 19% 22% % YoY Growth (30%) Note: See appendix for definitions and reconciliations of non-GAAP financial measures R e v e n u e A dj . E B IT D A  Leading provider of artificial lift and production optimization solutions  The most trusted partner in the industry for artificial lift  Leading provider of productivity tools and performance management software  Industry leader in the development and production of polycrystalline diamond for oil & gas and mining applications 35% 25% Expect mid- to-high teens year- over-year organic growth in 2018  ~75% of revenues from U.S. Expect 2018 incremental margin to remain strong 2% Wellsite is a great set of businesses that are leaders in their markets, differentiated by their technology, customer service and trusted brands

 
6  Marking & Coding  Digital Printing  Vehicle Services  Solid Waste Processing Dover Core Businesses - Positioned for Growth & Margin Expansion (1) Represents three-year projections from year-end 2016, as previously stated by the Company in the June Investor Day. (2) For presentation purposes only, includes Bearings and Compression and TWG businesses currently reported within the Energy segment. Fluids Engineered Systems(2) Refrigeration & Food Equipment 2017E Revenue Mid- Term Outlook Growth Drivers Focus Areas for Inorganic Investment 3% - 5% ~$2.3B ~$2.9B ~$1.6B Organic Rev. Growth(1) 3-year Margin Improvement(1) 4% - 5% 3% - 4% 300 – 400 bps 175 – 225 bps 300 – 400 bps  Multi-year EMV upgrade cycle  Global industrial production  Consistent growth in Marking & Coding markets  Global industrial production  Energy efficiency & productivity  Changing trends in food merchandising  Targeted pump markets  Printing platform  Selected industrial businesses  Food equipment Growth Platforms  Retail Fueling  Pumps  Food Service Equipment  Retail Refrigeration Margin Expansion Drivers  Synergy benefits in retail fueling  Consolidate manufacturing footprint  Multiple productivity opportunities  Commercial excellence  Multiple productivity opportunities  Factory automation / Footprint consolidation

 
7 Core Growth Platforms Over Time 7 2010 – 2017E Annual Organic Revenue Growth  4.5% average historical organic growth  Without Wellsite, Dover has same strong organic growth but with lower volatility  Dover core platforms serve end markets with attractive and predictable growth trends Average Low High Total Dover Dover ex. Wellsite 4.4% 4.5% Total Dover Dover ex. Wellsite Total Dover Dover ex. Wellsite 20.6% 17.7% (9.8%) (1.9%)

 
8 Expanding Dover Management Tools and Processes Driving Business Improvement 8 Enterprise-wide business processes to drive continuous improvement  Global sourcing  Shared services  India Innovation Center  Lean/Continuous improvement  M&A and integration  Performance management  Development & training  Mobility & deployment Leveraging Scale Standardizing Process Developing Talent

 
9 Capital Allocation 9 Capital Deployment (2010-17E) 40% 60% Invest in Growth • Capex • Acquisitions Return capital to shareholders • Dividends • Repurchases Organic growth and development of core platforms Strategic acquisitions in core platforms Consistent and growing dividend Return excess capital to shareholders via repurchase ~ ~

 
10 Our Focus on Long-Term Value Creation 1 0 Build platforms in attractive markets with consistent growth Drive margin and cash flow utilizing Dover business system processes Provide larger set of products and solutions to customers on a global basis Invest to grow through organic and inorganic actions Platforms create opportunities while leveraging channel and customer synergies Customer-focused innovation creates value for our customers and builds loyalty Clear margin improvement runway across businesses plus strong & stable cash flow Track record of value-creating capital allocation through strategic M&A and organic investments Our distinctive culture focuses on our customers thereby driving opportunities to grow and invest in our businesses, creating shareholder value

 
11

 
12 Appendix: Reconciliation of Wellsite Financials to Dover Energy Segment (1) Includes Bearings and Compression and TWG businesses currently reported within the Energy segment (2) Includes segment eliminations, segment overhead expenses and acquisition-related amortization expenses, as applicable (3) Last twelve months as of June 30, 2017 (4) D&A for Wellsite includes depreciation of $13M, $13M, and an estimate of $15M in 2016, LTM and 2017E, respectively, for assets used in customer leasing programs (5) Includes amortization of acquisition-related intangibles in Segment Eliminations Wellsite Non-Wellsite(1) Total Dover Energy Segment Eliminations(2) (3) (3) (3) (3) 2016 LTM 2017E 2016 LTM 2017E 2016 LTM 2017E 2016 LTM 2017E Revenue $753 $876 $1,016 $357 $376 $393 ($2) ($3) ($4) $1,108 $1,249 $1,406 Earnings $73 $141 $196 $64 $79 $84 ($82) ($80) ($82) $55 $139 $198 Restructuring Expenses 15 5 0 3 1 3 (0) (0) 0 18 7 3 Adj. Earnings $88 $146 $197 $67 $80 $87 ($82) ($80) ($82) $73 $146 $201 % Margin 12% 17% 19% 19% 21% 22% NA NA NA 7% 12% 14% Dep. & Amort. (4) (5) $52 $49 $53 $12 $12 $12 $67 $66 $65 $131 $127 $131 Adj. EBITDA $140 $195 $250 $79 $93 $99 ($14) ($15) ($17) $205 $273 $332 % Margin 19% 22% 25% 22% 25% 25% NA NA NA 18% 22% 24% (as reported) Note: Earnings represents earnings before interest and tax. Adjusted Earnings is calculated by adding back restructuring expenses to earnings. Adjusted EBITDA is calculated by adding back depreciation and amortization expense and restructuring charges to earnings, which is the most directly comparable GAAP measure. We do not present segment net income because corporate expenses are not allocated at a segment level. Totals may be impacted due to rounding.

 

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