FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
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 27, 2006
DOVER CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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STATE OF DELAWARE
(State or Other Jurisdiction
of Incorporation)
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1-4018
(Commission File Number)
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53-0257888
(I.R.S. Employer
Identification No.) |
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280 Park Avenue, New York, NY
(Address of Principal Executive Offices)
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10017
(Zip Code) |
(212) 922-1640
(Registrants telephone number, including area code)
(Former Name or Former address, if Changed Since Last Report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition
On April 27, 2006, Dover Corporation issued the press release attached hereto as Exhibit 99.1
announcing its results of operations for its quarter ended March 31, 2006.
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 Dovers filings with the SEC under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits
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(a) |
Not applicable |
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(b) |
Not applicable |
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(c) |
Not applicable |
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(d) |
The following exhibit is furnished as part of this report: |
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99.1
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Press Release of Dover Corporation, dated April 27, 2006 |
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: April 27, 2006 |
DOVER CORPORATION
(Registrant)
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By: |
/s/ Joseph W. Schmidt
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Joseph W. Schmidt, Vice President, |
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General Counsel & Secretary |
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EXHIBIT INDEX
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Number |
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Exhibit |
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99.1
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Press Release of Dover Corporation, dated April 27, 2006 |
EX-99.1
Exhibit 99.1
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CONTACT:
Robert G. Kuhbach
Vice President Finance &
Chief Financial Officer
(212) 922-1640
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READ IT ON THE WEB
www.dovercorporation.com
April 27, 2006 |
DOVER REPORTS FIRST QUARTER 2006 RESULTS
New York, New York, April 27, 2006 Dover Corporation (NYSE: DOV) announced that for the first
quarter ended March 31, 2006, it had earnings from continuing operations of $133.5 million or $0.65
diluted earnings per share (EPS), compared to $95.4 million or $0.47 EPS from continuing
operations in the prior-year period, representing an increase of 40%. Revenue for the first quarter
of 2006 was a record $1,668.4 million, an increase of 22% over the prior-year period. Earnings from
continuing operations for the first quarter of 2006 included $0.025 EPS related to the expensing of
stock options and appreciation rights.
Net earnings for the first quarter of 2006 were $203.8 million or $0.99 EPS, including earnings
from discontinued operations of $70.3 million or $0.34 EPS, compared to net earnings of $98.1
million or $0.48 EPS for the same period of 2005, which included earnings from discontinued
operations of $2.7 million or $0.01 EPS. The increase in earnings from discontinued operations for
the first quarter of 2006 included a gain on the previously announced sale of Tranter PHE of
approximately $85.1 million, net of tax, partially offset by impairments related to businesses
discontinued during the quarter of approximately $14.4 million, net of tax, and a loss related to a
business sold in the Electronics segment of $2.2 million, net of tax.
During the three months ended March 31, 2006, the Company discontinued and sold one business in the
Electronics segment and discontinued one operating company in the Resources segment, which is
comprised of two businesses. For the quarter ended March 31, 2006, these businesses had revenue of
$14.7 million and no impact on operating earnings, excluding gains/losses on sales and write-offs.
All continuing operations information has been restated to reflect the discontinuance of these
companies.
Commenting on the Companys results and the current outlook, Dovers Chief Executive Officer and
President, Ronald L. Hoffman, said: Dover had a great first quarter as all of our segments showed
positive improvements in revenue, earnings and margins. The internal performance improvements and
increased sales resulted in 24.2% operating leverage. We are particularly pleased with our strong
organic revenue growth of 16.3%, with acquisitions contributing 7.4% towards the total revenue
increase. Record bookings and backlog were both up double digits compared to last year and were
very broadly dispersed among all our segments. Quarterly free cash flow of $73.5 million was much
improved over the prior year period, reflecting our emphasis on Performance Counts and the five
metrics. Based on continued strength in the broad industrial markets we serve, as well as our
acquisition pipeline, we feel good about the second quarter and optimistic about 2006 being another
year of strong performance.
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Dover will host a Webcast of its first quarter 2006 conference call at 9:00 AM Eastern Time on
Friday, April 28, 2006. 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 Dovers first quarter 2006 results and its operating
companies can also be found on the Company website and in the Companys Form 10-Q filed after this
release.
Dover Corporation makes information available to the public, orally and in writing, which may use
words like expects, believes, indicates, suggests, and should, which are forward-looking
statements under the Private Securities Litigation Reform Act of 1995. This press release contains
forward-looking statements regarding future events and the performance of Dover Corporation that
involve risks and uncertainties that could cause actual results to differ materially from current
expectations, including, but not limited to, failure to achieve expected synergies, the impact of
continued events in the Middle East on the worldwide economy, economic conditions, increases in the
cost of raw materials, changes in customer demand, increased competition in the markets served by
Dover Corporations operating companies, the impact of natural disasters, such as hurricanes, and
their effect on global energy markets and other risks. 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, which contain additional important factors that could
cause its actual results to differ from its current expectations and from the forward-looking
statements contained in this press release.
TABLES FOLLOW
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DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited) (in thousands, except per share figures)
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DOVER CORPORATION
MARKET SEGMENT RESULTS
(unaudited)
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DOVER CORPORATION
QUARTERLY MARKET SEGMENT INFORMATION (1)
(unaudited) (In thousands)
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(1) |
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Excludes discontinued operations |
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QUARTERLY MARKET SEGMENT INFORMATION (continued) (1)
(unaudited) (In thousands)
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(1) |
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Excludes discontinued operations. |
QUARTERLY EPS & EARNINGS
(unaudited) (in thousands)