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  • 1. FINAL TRANSCRIPT DOV - Q4 2005 Dover Corporation Earnings Conference Call Event Date/Time: Jan. 27. 2006 / 9:00AM ET www.streetevents.com Contact Us 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  • 2. FINAL TRANSCRIPT Jan. 27. 2006 / 9:00AM, DOV - Q4 2005 Dover Corporation Earnings Conference Call CORPORATE PARTICIPANTS Ron Hoffman Dover Corporation - President & CEO Rob Kuhbach Dover Corporation - VP of Finance & CFO CONFERENCE CALL PARTICIPANTS Steve Tusa J.P. Morgan - Analyst Wendy Caplan Wachovia Securities - Analyst Don MacDougall Banc of America Securities - Analyst Ned Armstrong Friedman, Billings, Ramsey - Analyst Robert McCarthy Robert W. Baird - Analyst Dan Whang Lehman Brothers - Analyst Alex Blanton Ingalls and Snyder - Analyst PRESENTATION Operator Good morning and welcome to the fourth quarter 2005 Dover Corporation earnings conference call. With us today are Ron Hoffman, President and Chief Executive Officer of Dover Corporation; and Rob Kuhbach, Vice President of Financial and Chief Financial Officer of Dover Corporation. After the speakers opening remarks, there'll be a question-and-answer period. If you'd like to ask a question during this time, simply press star then the number 1 on your telephone keypad. If you'd like to withdraw your question, you may press the pound sign. As a reminder, ladies and gentlemen, this conference is being recorded and your participation implies consent to our recording of this call. If you do not agree with these terms please disconnect at this time. Thank you. I would now like to turn the call over to Mr. Ron Hoffman. Mr. Hoffman, go ahead, sir. Ron Hoffman - Dover Corporation - President & CEO Thank you. Good morning, ladies and gentlemen. Thank you for joining our conference call and webcast this morning. Rob Kuhbach and I look forward to sharing Dover Corporation's 2005 fourth quarter and year-end results. Dover produced record growth during 2005, and is proving the operating performance of this Company through the theme of performance counts which puts strong focus of the five Dover metrics of 8 inventory turns, 10% or greater annual earnings growth, 15% margins or greater, 20% or less working capital and 25% ROI. This has been a year of significant change at Dover with a new six subsidiary structure, a new executive team and a renewed focus on portfolio management. The core values of Dover - operating excellence, autonomy, running the business as if you own it, and the recent relentless search for new companies that meet our proven acquisition criteria are still the foundations of our culture. www.streetevents.com Contact Us 1 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  • 3. FINAL TRANSCRIPT Jan. 27. 2006 / 9:00AM, DOV - Q4 2005 Dover Corporation Earnings Conference Call Before we make our overview comments and open the call for questions, I want to remind everyone that our comments may contain certain forward-looking statements that are inherently subject to uncertainties. We recommend that everyone be guided in our analysis by Dover Corporation by referring to our Form 10-K for a list of factors that could cause our results to differ from those anticipated in any such forward-looking statements. I would also direct your attention to our internet site, www.dovercorporation.com where considerably more information can be found. Dover produced solid growth in the fourth quarter with record revenue of $1.614 billion. Record orders of $1.689 billion and net earnings from continuing operations of $125.1 million. As announced last evening, Dover's fourth quarter EPS was $0.61, up 30% from last year despite the absorption of roughly $9 million of acquisition write-offs at electronics and $10 million of one-time restructuring charges primarily at electronics and technologies. Second, in operating earnings were up 39% over last year led by Electronics, Industries and Resources. Revenue for the quarter was up 4% sequentially and up 19% from last year. December revenue was the highest month of the year at $551 million. The record quarterly orders were up 27% from last year with Electronics, Industries and Technologies posting their highest quarterly orders of the year. Looking at the full-year results, our operating companies produced record revenue, orders, backlog and the second highest earnings in Dover's history. I was very pleased with our strong 2005 results as we posted earnings-per-share of $2.32 from continuing operations, up 21%. When adding the operating earnings and gains/losses from the companies divested and impaired during the year our EPS was $2.50, up 24%. Record revenue of $6.08 billion, up 17%, produced segment operating earnings of $771 million, up 21% from the prior year. Record orders were $6.33 billion, up 18%, and we enter 2006 with a record backlog of $1.28 billion, up 28% from last year. For the year, both revenue and earnings were up at all six subsidiaries with double digit gains at five of the subsidiaries. Relative to the Dover metrics, inventory turns were up 1.1 turns, up 22% to 6.0. Operating margin improved 50 basis points and working capital went down 1.5 percentage points to 21.3%. We currently have 52% of revenue produced at Dover metric margins of 15% or above and 25% of our revenue was generated by companies operating at or about the eight inventory turn target. Organic revenue growth was 8% for the year, above our internal target of 5 to 7% and driven by market-share gains, new product developments and pricing initiatives. Dover invested a record $1.1 billion in 10 acquisitions during the year. Two were new high growth platforms and eight were strategic add-ons to existing companies. Acquisitions accounted for 8% of our annual revenue growth. Significant progress was made in our portfolio rationalization efforts to determine the markets, companies and organization structure that will drive Dover's future performance. During the year, seven companies were moved to discontinued operations and four companies were sold generating $159 million of net proceeds. Koolant Koolers in Dover Industries was sold late in the fourth quarter and the Tranter sale announced in our last release, though delayed pending approval in Germany, is anticipated to close in the first quarter of 2006. Dover Resources was Dover's earning leader for the year, though double-digit year-over-year gains in revenue and earnings were also posted in Diversified, Electronics, Industries and Systems. Technologies faced unstable market conditions, but still posted single digit gains in revenue and earnings and finished the year with its best quarterly orders. Rob will provide greater detail in our segment results but I'd like to share some insight into each subsidiary for the full year relative to their performance. Resources aided by recent acquisitions, operational improvements and strong energy markets, set records for revenue, earnings, margin, bookings and backlog. We anticipate continued strength in the energy market and solid performance should continue across their companies. Electronics absorbed significant restructuring costs at Vectron, Katrina's impact on Triton and significant acquisition and accounting charges in 2005 but still managed to show double digit improvement in revenue, earnings and bookings. I am confident that 2006 will reflect the positive impact of the Knowles and Colder acquisitions along with further operational improvements in its core businesses. Industries improved their earnings during each quarter of the year and increased operating margin by 100 basis points over the course of the year. Heil Trailer and Heil Environmental posted significant improvements that should carry into this year. Diversified posted strong year-over-year earnings improvements led by Sargent, which completed a strategic add-on acquisition early in the year, and Waukesha Bearings which saw strong petroleum market demand. Diversifieds record backlog at year-end should provide momentum for 2006. Dover systems produced a 36% earnings gain and improved margin by 230 basis points www.streetevents.com Contact Us 2 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  • 4. FINAL TRANSCRIPT Jan. 27. 2006 / 9:00AM, DOV - Q4 2005 Dover Corporation Earnings Conference Call for the year. Market-share gains at Hill PHOENIX, strong global market for Belvac and new leadership at Unified Brands, formally the DI Foodservice Group, produced significant results. Technology showed modest improvement overall even after absorbing $8 million of restructuring charges in the fourth quarter. DEK and Vitronics Soltec posted impressive gains in our CAT group and IMAJE rolled out significant new products during the second half which should drive improved performance for product identification. Forth quarter bookings were the highest of the year in both market groups and technologies enters 2006 with a 23% improvement in backlog over last year. David Van Loan was recently named President and CEO of Dover Technologies succeeding John Pomeroy. I look forward to Dave's leadership, entrepreneurial background and strategic vision driving improved performance in this segment. I want to sincerely thank John Pomeroy for his great years of service to Dover. John was very instrumental in building Dover Technologies and producing the results that drove great value for Dover shareholders. I also applaud the orderly transition of leadership that John provided to Dave during the past months. Reflecting on my first year as CEO of Dover, I am very pleased with the many revenue and earnings records produced by the talented employees in our operating companies. Our new subsidiary structure and executive team are providing increased level of focus on global operation improvements and seeking the potential synergies that will drive shareholder value. 2006 will hold new opportunities and challenges, but with numerous restructuring charges, impairments and heavy acquisition write-offs now behind us coupled with improved order rates and healthy backlogs, Dover is postured for a solid start in 2006. With that, I'll turn it over to Rob Kuhbach for an overview of our subsidiary performance and financial highlights before we open up the call for your questions. Rob Kuhbach - Dover Corporation - VP of Finance & CFO Thanks, Ron. Good morning, ladies and gentlemen. Since Ron has already summarized Dover's overall annual performance, let me review briefly the individual segment results and provide some group information for the fourth quarter of 2005. Compared to the prior year quarter, Dover Diversified experienced 19% revenue growth leveraging 35% earnings gains and a positive margin increase. For the quarter, a 21% increase in the industrial equipment group revenue, driven by strong commercial aerospace and construction markets, produced 19% higher earnings because of mixed performance in the automotive and power sports markets. The process equipment group had nice leverage over last year's fourth quarter with earnings up 28% on a 19% higher revenue given strong demand in the oil and gas and HVAC markets and favorable pricing, productivity gains and higher volume. Record backlog and positive revenue comparisons in both groups coupled with a focus on metric performance suggests further improvements in 2006 for diversified. Compared to last year's fourth quarter, Dover Electronics increased revenue and earnings by 57% and 86%, respectively, driven by acquisitions and operational improvements. For the quarter, the components group saw revenue growth of 89% and earnings up over four times primarily from the Colder and Knowles acquisitions, along with operational improvements at most of the organic companies. On the other hand, the commercial equipment group had decreased revenue and earnings of 10% and 17%, respectively, largely due to the impact of Katrina on our ATM business and some market softness. Strong order backlog, the full year impact of the 2005 acquisitions and progress made in 2005 on cost rationalization and organic growth initiatives will drive significant growth for Electronics in 2006. Dover Industries 5% revenue increase leveraged a 32% earnings increase over last year's quarter driven by the mobile equipment group, which was partially offset by the service equipment group's results. The mobile equipment groups revenue increased 13% behind strong military shipments and robust energy markets. Earnings increased 102% driven by higher volume and cost control initiatives along with a $1 million gain on the sale of a facility. The service equipment groups earnings and revenue decreased 6% and 16%, respectively, reflecting a volume shortfall from weakness in the automotive service industry. The backlog and overall market conditions indicate revenue, earnings and margin growth for industries in 2006. Dover Resources generated record revenue and earnings for the quarter because of strong market fundamentals, partially offset by a slow demand in the retail fueling and automotive markets. Leading Resources performance www.streetevents.com Contact Us 3 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  • 5. FINAL TRANSCRIPT Jan. 27. 2006 / 9:00AM, DOV - Q4 2005 Dover Corporation Earnings Conference Call was the oil and gas equipment group with increased revenue and earnings of 43% and 53% ,respectively, due to global energy demand. The fluid solutions groups' revenue increased 13% and earnings grew 41%, reflecting strong market conditions in refining, petro chemical and transportation markets partially offset by softness in refueling markets. The material handling group revenue grew 8% with an earnings increase of 4% and a margin decrease largely reflecting capacity expansion and realignment costs. The construction crane, aerial lift, military and petroleum markets remain strong more than offsetting the moderating automotive market. Continued strength in energy markets and operational improvements should result in another strong year for Resources. For the quarter Dover Systems 4% revenue growth produced a 4% earnings decline reflecting infrastructure cost to support anticipated revenue growth in the food equipment group which had a 6% revenue increase with earnings down 3%. The packaging group had a 1% increase in revenue and a 7% decline in earnings driven by can-necking and trimming equipment sales offset by declining packaging equipment volume and margins. Systems enters 2006 with strong backlogs in both the food equipment and packaging groups. Technologies revenue increased 20% and earnings rose 92% over the prior year fourth quarter reflecting higher demand over a low prior year fourth quarter in the circuit assembly and test, or CAT group, and the inclusion of Datamax for the quarter. CAT had a sequential quarterly revenue decline of 3% and an earnings decline of 31% due to a $6.4 million restructuring charge. The product identification and printing groups revenue rose 18% and income was up 16%, reflecting the Datamax acquisition made in December 2004, new product roll-outs offset by uneven printing product demand. The back-end semiconductor market outlook and strong bookings and backlog suggest a positive first quarter in 2006 for Technologies. Having covered quarterly segment operations, let me now review briefly some other corporate information. In 2005, Dover acquired 10 companies for a total of $1.1 billion, which are expected to add about $500 million of annualized revenue at 20% operating margins in 2006. For 2005, they generated $209.3 million in revenue. During the year, Dover sold four companies generating $159.3 million in cash with a net gain of $0.31 EPS. The annualized revenue from all discontinued operations, including the four sold, was $271.5 million. Organic revenue growth was 10.5% for the quarter and 8.1% for the year with revenue growth from acquisitions being 10.6% for the quarter and 8.2% for the year. Free cash flow, defined as cash from operations less capital expenditures, for the year was 8.4% of revenue within our expected range of 7 to 9% of revenue. Year-to-date capital expenditures were $152 million, up about 50% over the prior year driven largely by manufacturing and efficiency improvements, globalization initiative and improved IT systems implementations. Net debt-to-capital increased to 28.8% up from 19.7% last year, largely reflecting the acquisition spending. Dover's fourth quarter effective tax rate was 24.8% compared to 17.1% in the prior year due to last year's retroactive R&D credit and current tax year issue settlements. The full year 2005 rate was 26.3% compared to 25.4% in the prior year, reflecting $25.5 million of benefits related to favorable conclusion of tax issues, offset by $12.6 million related to the repatriation of $373.7 million of foreign dividends. Excluding the effect of the repatriation, the full-year tax rate was 24.3%. A tax rate between 28% and 30% is expected for 2006. With that overview, let me turn this call back to Ron for questions. Ron Hoffman - Dover Corporation - President & CEO At this time we're ready to take questions. www.streetevents.com Contact Us 4 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  • 6. FINAL TRANSCRIPT Jan. 27. 2006 / 9:00AM, DOV - Q4 2005 Dover Corporation Earnings Conference Call QUESTIONS AND ANSWERS Operator [OPERATOR INSTRUCTIONS] Our first question is coming from Steve Tusa from J.P. Morgan. Please pose your question. Steve Tusa - J.P. Morgan - Analyst Good morning. Ron Hoffman - Dover Corporation - President & CEO Good morning, Steve. Steve Tusa - J.P. Morgan - Analyst Just couple of quick questions and then more of a strategic question. Was the MEMS business, and you guys have given some nice details on this in your presentations, but was it profitable in the quarter and how are things going there relative to your expectations? Ron Hoffman - Dover Corporation - President & CEO Well, of course, as we bought Knowles, we bought that with very high expectations of growth across that business in total. Certainly the MEMS was the highest growth factor of that company. Quite candidly, I think short answer is yes, it is profitable. It is also probably exceeding our expectations at least for the first-quarter results. You know, first quarter doesn't make a whole year but they've really come out very strong in the first-quarter results and they are profitable. Steve Tusa - J.P. Morgan - Analyst Great. And then on the Systems side, somewhat of a disappointment there. What gives you the confidence that that business comes back and performs better in the --you had some optimistic commentary for '06. Ron Hoffman - Dover Corporation - President & CEO Well, I think Systems performed quite well during the year. Hill PHOENIX had some wonderful numbers they posted during the course of the year and gained market share in what is considered to be a relatively modest growth market. Steve Tusa - J.P. Morgan - Analyst I guess I just mean in the quarter. It just seems the trend in the quarter was disappointing and I just want to give you a read on how that gives you confidence entering '06 through the end of the year. Ron Hoffman - Dover Corporation - President & CEO Sure, Steve. Basically what we saw was two factors. We had some seasonal impact that is somewhat traditional for the business certainly looking at Hill PHOENIX and a little bit of product mix issue that impacted the quarter. So I'd have to say not totally www.streetevents.com Contact Us 5 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  • 7. FINAL TRANSCRIPT Jan. 27. 2006 / 9:00AM, DOV - Q4 2005 Dover Corporation Earnings Conference Call untypical for what that business is. Don't try to read too much into that, in fact, as we look to what their January orders are we're pretty encouraged by what their first quarter might become. Steve Tusa - J.P. Morgan - Analyst Okay. And then lastly, sorry I missed this I wasn't on for the first five minutes of the call but you talked about continuing to strategically reevaluate the portfolio. You did a lot of work on the industrial side of the portfolio in '05. Didn't really focus on the technologies or the specifically the CAT businesses, you got a new management team in there. They've had a little bit of time to look at the businesses. I'm sure they're going to have some more time to evaluate. Is that how we should be thinking about this year and maybe a same time frame this year for Technologies relative to how you went through the industrial businesses in 2005? Ron Hoffman - Dover Corporation - President & CEO Quite candidly, any time you put a new leader into a subsidiary as we found in our industrial groups over the last year, if you think about the fact that Dover Systems was new, we had a new leader in Diversified. Dover Electronics was a new subsidiary. It took those gentlemen just a little bit of time to get their hands around the companies and the market drivers and then to make the decision of which companies they really wanted to have in their portfolio to drive future growth. I think with Dave Van Loan coming in new into Technologies, he spent the last few months visiting all the companies that are in his group. Learning their markets, learning these things that he thinks are going to drive value and I anticipate that we'll see Dave come forward with some of his suggestions over the course of '06. Steve Tusa - J.P. Morgan - Analyst Okay. How did you Universal perform in the quarter. Ron Hoffman - Dover Corporation - President & CEO I'm sorry. Steve Tusa - J.P. Morgan - Analyst How did Universal specifically perform in the quarter? Ron Hoffman - Dover Corporation - President & CEO Well, Universal actually had their highest shipments of their platform machines in the fourth quarter and had their best bookings of the year. So in general not a bad quarter for Universal. Still a lot of challenges there. Steve Tusa - J.P. Morgan - Analyst Gotcha. Thank you. Operator Our next question comes from Wendy Caplan from Wachovia Securities. www.streetevents.com Contact Us 6 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  • 8. FINAL TRANSCRIPT Jan. 27. 2006 / 9:00AM, DOV - Q4 2005 Dover Corporation Earnings Conference Call Wendy Caplan - Wachovia Securities - Analyst Thank you, good morning. Rob Kuhbach - Dover Corporation - VP of Finance & CFO Good morning. Ron Hoffman - Dover Corporation - President & CEO Good morning, Wendy. Wendy Caplan - Wachovia Securities - Analyst You mentioned auto and ATM specifically as being problematic. Can you speak to your expectations in '06 for those two businesses, and is ATM just Katrina driven? Can you talk about the auto market, the service market and anything going on relative to market share? Ron Hoffman - Dover Corporation - President & CEO Okay. As we talked about the automotive market, automotive has less and less impact on Dover in total. We've kind of exited the businesses that were highly focused on automotive. The businesses we have left predominantly work around two things. One is that our DE-STA-CO company makes a lot of robotic grippers and mechanisms for major new platforms that would be rolling out of the auto companies. And that business is holding pretty steady and pretty flat in that particular sector. If we look at Warn, which makes a lot of the front wheel components, specifically for Ford and others, surprisingly even though the SUV business has been down, the light trucking business has held quite well so I would say that we would have to say that business is holding its own. It certainly isn't, at least from our perspective, showing the potential downside that you read about automotive in general. Our automotive service business has held up fairly well during the course of the year. Speaking a little bit more to the ATM business, ATM was impacted by hurricane Katrina quite significantly. In fact, I was down visiting Triton about three weeks ago, and quite candidly, the TV didn't do justice to the amount of devastation that occurred in that particular region. We had plants within a quarter-mile of ours that were blown completely away and don't even exist any more. And we were very fortunate that our plants did survive with minor damage. I visited with the employees, and quite candidly, the results of coming back in the late third quarter and into the early part of the fourth quarter was just heroic compared to what they had to put up with. This is also dealing with about a third of our employees who lost their homes and are displaced at this point in time. In December, they shut down a little bit early just so some of the people could get out of the region and go visit their relatives and try to have a little bit of breath of fresh air, but I think we're very pleased in our ATM business with where it's going long term. Wendy Caplan - Wachovia Securities - Analyst Thank you. And one more strategic question. You've been there a year. You've already changed segment reporting, changed out a lot of management, done a lot in the way of portfolio activities, and specified your goals for the Company. As we look to '06, what else should we expect? www.streetevents.com Contact Us 7 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  • 9. FINAL TRANSCRIPT Jan. 27. 2006 / 9:00AM, DOV - Q4 2005 Dover Corporation Earnings Conference Call Ron Hoffman - Dover Corporation - President & CEO Well, I think that we certainly showed a lot of impact of evaluating what companies we thought were going to provide long term shareholder value and exited a number of businesses that we felt would not over the long-term help drive value. That will continue into '06. I think that there are some other companies that we're still having discussions on but that whole portfolio evaluation will continue into '06. Over the course of time in all of our companies, we're focusing more intently on the five Dover metrics that we continue to articulate and our theme of Performance counts and that is driving significant operational improvements in the companies we own. Wendy Caplan - Wachovia Securities - Analyst Thanks so much. Ron Hoffman - Dover Corporation - President & CEO You bet. Operator Thank you. Our next question is coming from Don MacDougall from Banc of America Securities. Don MacDougall - Banc of America Securities - Analyst Good morning, gentlemen. Ron Hoffman - Dover Corporation - President & CEO Good morning, Don. Rob Kuhbach - Dover Corporation - VP of Finance & CFO Good morning, Don. Don MacDougall - Banc of America Securities - Analyst I've been following Dover for a while and I'd just say in reading the press release, you're probably uncharacteristically optimistic about 2006 and you gave us maybe a little more commentary on the forward look in each of the segments, Ron. Just curious as to your thought process, maybe walk us through that bullishness, and in particular, we'd go back maybe three months to when we were probably looking at the Technology segment with maybe a little bit more, shall we say caution, and obviously we had a very good quarter there and it doesn't seem like there's much caution in your commentary going forward. Ron Hoffman - Dover Corporation - President & CEO Well, I think certainly incoming order rates, any time they pick up it certainly helps buoy our spirits, so to speak. I would say our bullishness, so to speak, you might check it off to maybe the rookie getting a little bit excited about the incoming order rates which we really have had a very nice quarter. But I think if you look at the significant backlog that we have in Dover right now, that is so different than what we had last year, so as we enter '06 running with a stronger, more healthy backlog and also more www.streetevents.com Contact Us 8 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  • 10. FINAL TRANSCRIPT Jan. 27. 2006 / 9:00AM, DOV - Q4 2005 Dover Corporation Earnings Conference Call distributed among all of our six subsidiaries. I think that's what buoys our spirits and coupled with the fact that the, again going back to our Dover metrics, we truly have been able to make significant changes in the companies we've owned. In some cases, companies that are performing at levels that probably exceeded where we thought they could be by the end of the year so that's what buoys our spirits somewhat. Technologies as we mentioned earlier, not only had their best orders for the year in the fourth quarter but also the best orders they've had since the second quarter of 2004. I think the other thing, Don, that we've done a little more homework. I think last quarter we talked a little bit about the semi data which it turned out was mistaken so we've taken a harder look and we had some further thoughts about what might be indicative of activity and I'm sure you're familiar with the VLSI data and that shows, frankly, that the utilization rates in a more distinctly seasonal pattern. We're more accustomed now to the fact that we see a ramp-up in the first half of the year with somewhat of a fall-off in the second half really tied to consumer electronics manufacturing for the year-end holiday season and the utilization rates at least based on the latest data in VLSI would show that the current run rate, utilization rate is up in the high 80s versus the low 80s where it was a year ago. So to some degree, the macro market indicators from our perspective are positive, and we're beginning to see that in some of the Technology companies so far this year. So we don't want to sound unduly bullish, but I think the indicators we have would suggest that going into this first quarter, we have some probably more positive indicators broadly stated across all of our segments and in particular Technology that at least feels pretty good about where they are given what happened after the booking rate of the second quarter of '04. Don MacDougall - Banc of America Securities - Analyst And just digging into Technologies a little bit, my sense is we had a mini cycle maybe about a year ago and I think that was primarily driven by China. Are you seeing, broadly speaking in Technology, are you seeing any capital spending from U.S. or European markets with -- in particular for Universal type equipment, the contract manufacturers, et cetera? Ron Hoffman - Dover Corporation - President & CEO I think we are seeing the demand and the inquiries and quotes being a little bit more broadly dispersed, let's say geographically, than what they may have been a year ago and, indeed, we are seeing more activity in the U.S. and in Europe relative to the same period a year ago so I think you're correct in that observation. Don MacDougall - Banc of America Securities - Analyst Great. Thanks. Good quarter. Ron Hoffman - Dover Corporation - President & CEO Thank you. Operator Our next question is coming from Ned Armstrong with FBR and Company. Rob Kuhbach - Dover Corporation - VP of Finance & CFO Good morning, Ned. www.streetevents.com Contact Us 9 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  • 11. FINAL TRANSCRIPT Jan. 27. 2006 / 9:00AM, DOV - Q4 2005 Dover Corporation Earnings Conference Call Ron Hoffman - Dover Corporation - President & CEO Good morning, Ned. Ned Armstrong - Friedman, Billings, Ramsey - Analyst Yes, good morning. Early in your remarks that you noted that you undertook $10 million in restructuring in the Electronics and Technologies segment, was -- was that all in the fourth quarter or was that over the course of the year? Rob Kuhbach - Dover Corporation - VP of Finance & CFO Most of it was in the -- that was in the fourth year the full year comparable number would have been about $15 million. Ned Armstrong - Friedman, Billings, Ramsey - Analyst Okay. And -- I'm sorry. Rob Kuhbach - Dover Corporation - VP of Finance & CFO Actually one big chunk of that was basically writing off a lease obligation at one of the Technology companies that should give us some benefit into 2006 and the rest of it was sort of dispersed among some of the other companies. The $15 million, really $5 million is at Electronics. We've talked about the Vectron restructuring all year, so that's been running about $1.5 million or $1 million every quarter so I think the total is $15 million but the quarter was around $10 million. Ned Armstrong - Friedman, Billings, Ramsey - Analyst Okay. And as a result of that restructuring, I guess, one, are you through with the charges and two, when do you expect the benefits to start to accrue to Dover? Rob Kuhbach - Dover Corporation - VP of Finance & CFO I would say the benefits should start accruing pretty much right away next year in some of those specific cases and I would say we have a -- not an uncharacteristic pattern that from year to year when we are continuing to work on rationalization, we're going to run in the $5 to $10 million of annualized items of this sort. So essentially it's going to help lower our cost structure. But we feel we're, I hate to say we're totally done, but I think we've made a lot of progress in the last two years with this kind of thing so I think we feel pretty comfortable. There shouldn't be a lot more of that. Ron Hoffman - Dover Corporation - President & CEO Well -- well, I'd like for us to believe that and hope that, but generally when you are trying to restructure companies and do some portfolio evaluation that does drive some restructuring costs into our plans. But essentially we don't right now foresee or anticipate another $15 million of restructuring. Ned Armstrong - Friedman, Billings, Ramsey - Analyst Okay. Another remark that you made early in the presentation regarded a $9 million write-off in Electronics. Was that reflected in your discontinued operations or is that part of continuing operations? www.streetevents.com Contact Us 10 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  • 12. FINAL TRANSCRIPT Jan. 27. 2006 / 9:00AM, DOV - Q4 2005 Dover Corporation Earnings Conference Call Rob Kuhbach - Dover Corporation - VP of Finance & CFO No. I think maybe we need to clarify for you. That was really the acquisition write-off related to the acquisition of Knowles and Colder. It had heavy fourth quarter impacts so that was the impact of that versus the run rate we'll see going forward. Ned Armstrong - Friedman, Billings, Ramsey - Analyst Okay. So that was basically the write-off of the asset write ups, et cetera. Rob Kuhbach - Dover Corporation - VP of Finance & CFO It's the inventory, it's the accelerated write-off of inventory that basically occurs during the first quarter of any acquisition and given the size of the business that's what you face. Sort of a one-time item. Ned Armstrong - Friedman, Billings, Ramsey - Analyst Got it. Thank you very much. Ron Hoffman - Dover Corporation - President & CEO Thank you, Ned. Operator [OPERATOR INSTRUCTIONS] Our next question is coming from Robert McCarthy from Robert W. Baird. Ron Hoffman - Dover Corporation - President & CEO Good morning, Bob. Rob Kuhbach - Dover Corporation - VP of Finance & CFO Good morning, Bob. Robert McCarthy - Robert W. Baird - Analyst First, I just wanted to follow up something that was right at beginning of the Q&A. Ron, did I understand you to say that the MEMS business, strictly the MEMS business at Knowles, was above break even in the quarter? Ron Hoffman - Dover Corporation - President & CEO Yes, we were going to refer to that as the Knowles acoustic side of the business. Yes, it was above break even and I think as we look to buy this company, we were to analyze and determine the break even point based on their volume, based on their start-up costs in -- in China. www.streetevents.com Contact Us 11 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  • 13. FINAL TRANSCRIPT Jan. 27. 2006 / 9:00AM, DOV - Q4 2005 Dover Corporation Earnings Conference Call Robert McCarthy - Robert W. Baird - Analyst That was a little earlier than you were expecting, wasn't it? Ron Hoffman - Dover Corporation - President & CEO Well,. Robert McCarthy - Robert W. Baird - Analyst No, okay. Ron Hoffman - Dover Corporation - President & CEO I -- I don't know that -- I don't know that I'd say it was earlier because we were anticipating but I think it's -- it -- it might be exceeding our early expectation. Robert McCarthy - Robert W. Baird - Analyst Okay. In the -- in the release there's a mention of some investment in infrastructure, if you will, some investment spending at Hill PHOENIX. Could you tell us what that's about? Ron Hoffman - Dover Corporation - President & CEO Yes, we're -- we are building on to our facility in Richmond, Virginia. We've added square feet down there and, of course, that means they have to do some plant re-layout and some -- some movement work so that's -- that's really what drove that. Robert McCarthy - Robert W. Baird - Analyst I presume a pretty small number. Rob Kuhbach - Dover Corporation - VP of Finance & CFO Well, there was another piece I would just add that Hill PHOENIX is -- continue to grow significantly over the last two or three years and I think part of what they're also doing is building, somewhat of their internal structure to allow them to leverage up, continue to leverage up in the future. So some of that is capital and some of that is they are increasing their staffing count modestly to be able to continue to leverage their success. I mean, their market share they think went from sort of 16 to 20% in an otherwise flat market. So a part of what they have to do, frankly, is to increase their staffing to be able to continue to build on that success. Robert McCarthy - Robert W. Baird - Analyst Terrific. In material handling, there's mention of a realignment expense. Is that the tail end of the transfer of Warn Production to Mexico? www.streetevents.com Contact Us 12 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  • 14. FINAL TRANSCRIPT Jan. 27. 2006 / 9:00AM, DOV - Q4 2005 Dover Corporation Earnings Conference Call Ron Hoffman - Dover Corporation - President & CEO There is some of that where they've moved to Mexico and -- and that does cause them to do some reorganization in their plants in Oregon at the same point in time. Robert McCarthy - Robert W. Baird - Analyst But -- but not -- no other business was affected, right? Ron Hoffman - Dover Corporation - President & CEO No. I would say also that DE-STA-CO has been doing some plant rationalizing and they've been moving some product lines from plant to plant in an effort to rationalize the number of facilities that they need. Robert McCarthy - Robert W. Baird - Analyst Okay. And if I might, just one more. Looking at the product identification and packaging group results, I believe it says Datamax accounted for most of the growth. But can you give us a idea of how much a significant portion is? Rob Kuhbach - Dover Corporation - VP of Finance & CFO Well, Datamax accounted for a significant amount of the top line growth. I think we indicated when we bought it their margins are not as high as traditional margins we've had at the IMAJE business, so I would say that we're in the process of improving the performance of Datamax and moving it more in the direction of where IMAJE has been and in addition, they're doing some expansion into their -- they're building a European facilities base that will help them expand their business. So I would say that as a general matter they're doing some investment in logistics so the earnings for the group is sort of now more of a blend of mostly IMAJE continued to have strong performance and Datamax's margins are coming up from the mid-teens in the direction of where IMAJE operates. Robert McCarthy - Robert W. Baird - Analyst The reason I asked the question, Rob, is I -- I -- sort of depending on what significant means in terms of top line, what I was trying to get at is it looks to me if you -- you allow for negative currency that you might have seen some acceleration in the business excluding Datamax, in other words, a combination of IMAJE and Mark Andy. Ron Hoffman - Dover Corporation - President & CEO Well, I would say, certainly from IMAJE's standpoint, that they improved during the course of the year. If you recall they were a little weak in Europe early in the year but they got better during the course of the year. Robert McCarthy - Robert W. Baird - Analyst So -- so I'm right. Ron Hoffman - Dover Corporation - President & CEO Yes. www.streetevents.com Contact Us 13 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  • 15. FINAL TRANSCRIPT Jan. 27. 2006 / 9:00AM, DOV - Q4 2005 Dover Corporation Earnings Conference Call Robert McCarthy - Robert W. Baird - Analyst Okay, great. Thanks. Operator Our next question comes from Dan Whang from Lehman Brothers. Ron Hoffman - Dover Corporation - President & CEO Good morning, Dan. Dan Whang - Lehman Brothers - Analyst Yes. Good morning. How are you? Just wanted to dig in a little bit more deeply into CAT. Could you talk about perhaps some of the other larger businesses there such as Everett Charles and you talked about Universal doing better. What do you think is driving that and you talked about some of the challenges and what else is still left to do there? Ron Hoffman - Dover Corporation - President & CEO Well, let me just kind of comment on CAT in general. I would have to say that certainly Everett Charles was our earnings leader last year, has performed quite well this year again also and had a great fourth quarter bookings. DEK has really been one of the crown jewels in our CAT group this year, they basically were able to operate and exceed all five of the Dover metrics which made one them one of our showcase companies this year . Soltec has been able to take advantage of the lead free initiatives that has been fueling the growth in their business. So I'd say those things in general have been very helpful, the restructuring costs that we did in this particular case was mainly at OK for that lease that Rob mentioned awhile ago was kind of a drag on that side of the business. But in general, we would have anticipated that maybe during the course of the end of the fourth quarter we might have seen a little bit of a seasonal downturn in incoming order rates of CAT just thinking about what happens traditionally. But that didn't occur. We had very good orders in the fourth quarter and with the utilization rates staying high maybe we're not going to see the first half fall-off. I mean, we'll wait to see, I don't want to make that comment in total, but we're encouraged I think at least by the order rates of November and December both. Dan Whang - Lehman Brothers - Analyst Okay. I guess that applied to really the Universal trend doing better, I mean, the seasonality not being there? Ron Hoffman - Dover Corporation - President & CEO Well, I think if you recall, we changed presidents at Universal during the course of this year. And the new president there has been getting his arms around the business and making improvements. The order rate improvement certainly is going to help their results but I'd say in general it's been the fact that the whole sector has been up in the last half of the year, at least the last quarter. www.streetevents.com Contact Us 14 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  • 16. FINAL TRANSCRIPT Jan. 27. 2006 / 9:00AM, DOV - Q4 2005 Dover Corporation Earnings Conference Call Dan Whang - Lehman Brothers - Analyst Okay. And just a high-level question, I mean, as you acquire and build up businesses such as CAT and Colder and Knowles, do you think you would invest a little bit more in R&D expenditures going forward and could you comment what that was for the year and -- and what the trends might be going forward? Ron Hoffman - Dover Corporation - President & CEO I -- I don't have our R&D expenditure numbers in front of me. Perhaps we can get it while we provide your answer. But generally I would say that Knowles certainly does an awful lot of development of new products and processes. They develop in the United States and through to China so I would think their R&D activity would stay high, just the number of opportunities they have on their platter. But in general, I wouldn't say that we'd see high R&D cost differences from one year to the next. I'd say that's pretty stable. Rob Kuhbach - Dover Corporation - VP of Finance & CFO We run in the range of 3 to 4% of revenue on R&D and that doesn't move a lot. Although I think as -- as Ron mentioned, when you add a Knowles you probably are incrementally moving that slightly in the positive direction. But it's not -- it's not a meaningful differentiation at this point. I think we clearly encourage our companies to invest in their businesses and frankly, I think we're comfortable with the new product pipeline from a number of our companies. If you look at our organic growth both for the quarter and the year you see significant gains and I think a lot of that does have a bearing, is born out by the kind of money that they've invested in new products. Dan Whang - Lehman Brothers - Analyst Okay. And finally I'll close off with a question. Could you tell us what the pricing contribution to top line was and maybe some just quick summary on the cost side of raw material costs and that seems like that's mostly behind you? Ron Hoffman - Dover Corporation - President & CEO Certainly. We don't gather a pricing number to say the impact on our businesses across all of Dover had extra pricing improvement. But I would say that during the course of the year we saw a considerable improvement in all of our companies abilities to push prices up to absorb the material costs that they were incurring. And I would say that we don't see the same kind of material cost increases now that we did a year ago. So we'd say we're kind of on par in that regard and all of our companies have -- have done a -- really a nice job certainly in the second half of the year of pushing pricing appropriately where they should. Rob Kuhbach - Dover Corporation - VP of Finance & CFO I would say compared to a year ago we're probably -- we probably have made some additional progress in the whole area and I think we're gaining ground compared to what we were dealing with a year ago. So I think if anything, we've had some positive pick up from pricing initiatives but as Ron said, we don't try -- we don't try to drive a lot of compilation of that data because, frankly, they're going to do what they need to do in each case. Ron Hoffman - Dover Corporation - President & CEO But -- but I would say in general it's been probably the best year in the last three or four for having price initiatives in our companies. We've probably been able to push price more in the last year than we have certainly over the last three or four and quite candidly I'd say that's probably true for industry in general. There has been some inflation finally come about. www.streetevents.com Contact Us 15 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  • 17. FINAL TRANSCRIPT Jan. 27. 2006 / 9:00AM, DOV - Q4 2005 Dover Corporation Earnings Conference Call Dan Whang - Lehman Brothers - Analyst Okay. That's very helpful. Thank you. Operator Thank you. Once again if you do have a question please press star 1 at this time. Our next question comes -- comes from Alex Blanton from Ingalls and Snyder. Ron Hoffman - Dover Corporation - President & CEO Good morning, Alex. Rob Kuhbach - Dover Corporation - VP of Finance & CFO Good morning, Alex. Alex Blanton - Ingalls and Snyder - Analyst Good morning. I -- I wanted to ask you sort of a housekeeping question. What are the quarterly numbers now in the continuing operations that add to the full year of 232? And also for the last year, maybe if you don't have that right now, maybe have someone look at it while we're talking because we don't have the restated numbers. That was just a suggestion that you give us the restated numbers on continuing operations because people's models for the different quarters don't add up to the full year now. Rob Kuhbach - Dover Corporation - VP of Finance & CFO We do restate -- we put them out on the website so if you need to look for that stuff -- Alex Blanton - Ingalls and Snyder - Analyst Where is it on the website? Rob Kuhbach - Dover Corporation - VP of Finance & CFO We can post it. . Alex Blanton - Ingalls and Snyder - Analyst That would be great if you can post it on the website. Rob Kuhbach - Dover Corporation - VP of Finance & CFO Okay, why don't we get back to you, Alex on that technical question. We can give you a call. www.streetevents.com Contact Us 16 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  • 18. FINAL TRANSCRIPT Jan. 27. 2006 / 9:00AM, DOV - Q4 2005 Dover Corporation Earnings Conference Call Alex Blanton - Ingalls and Snyder - Analyst Okay. Rob Kuhbach - Dover Corporation - VP of Finance & CFO Okay? Alex Blanton - Ingalls and Snyder - Analyst Second question is I think when you announced the Knowles acquisition, you said something like you expected a $0.05 to $0.06 negative impact in the fourth quarter and an $0.08 to $0.12 positive impact for 2006. But I see in slide 3 that the combination of Colder and Knowles together for the fourth quarter, the negative impact was only $0.02. So what was Knowles alone and -- and was it -- was it different than what you expected for the fourth quarter? And also do you still expect $0.08 to $0.12 for 2006? Rob Kuhbach - Dover Corporation - VP of Finance & CFO I think we're not going to get into the granularity of Knowles, Colder and so forth. I think we came in somewhat better in terms of our, as Ron mentioned earlier, I think Knowles and Colder together had a stronger fourth quarter than we might have anticipated and -- Alex Blanton - Ingalls and Snyder - Analyst So what -- less than negative impact. Rob Kuhbach - Dover Corporation - VP of Finance & CFO Less of a negative impact when you take into account the acquisition write-off because that's always a bit of a moving target. I think we're -- we're very comfortable with our expectation next year of 8 to 12. We don't have a problem with that and we would say that's well within the ballpark of where we would hope to come out. Alex Blanton - Ingalls and Snyder - Analyst Okay, great. And finally, this is sort of a philosophical question, but -- but clearly you've outlined -- what you've outlined today and what you did in your investor meeting earlier this -- in this -- in the fall, the targets you've set for the operations, -- the divestments, changes in management and so on, it's been a more activist management group and you have specifically said that because you want to raise the growth rate of the Company. And historically now, Dover has always appealed to entrepreneurs as a potential parent, people who wanted to sell their company because they were growing so fast they couldn't raise enough money to finance it. Dover's always been an attractive parent because they've been hands off and, very hands off historically in terms of managing the companies and this appeal to these entrepreneurs who would often sell their company for less, much less than they would be able to get from someone else who would be more activist. And so Dover was always able to get very good prices for acquisitions because the people who were selling their companies knew that they wouldn't be hassled by -- by the parent company and could do -- run the company the way they wanted to. Now this seems to be changing. So how do you feel this is going to affect your ability to make acquisitions at -- at very good prices in the future? www.streetevents.com Contact Us 17 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  • 19. FINAL TRANSCRIPT Jan. 27. 2006 / 9:00AM, DOV - Q4 2005 Dover Corporation Earnings Conference Call Ron Hoffman - Dover Corporation - President & CEO Quite candidly Alex, I don't think we've really changed the underlying values of Dover or our value proposition to the entrepreneurs that would sell their businesses. As you know, we're not a group of turnaround artists so therefore we typically buy well performing companies and nurture their growth long term. So the kind of companies that we would buy would for the most part be up to a number of our Dover metrics. I think what we're trying to articulate to our business leaders is what it takes to really be world class in terms of their ability to function because I think in this day and age sometimes as we buy businesses they really haven't had to be on a full global scope and I think we're trying to do is help them see what it really takes to function in a worldly manner. I wouldn't say that there's been any change in Dover that has impacted our ability to buy good businesses. We certainly exhibited that last year with record acquisitions and people that came to us that with the kind of margins that will improve Dover overall. And so I don't think our posture has changed. I think, if anything, people like to be part of a winning team, and we're making this a winning team, and they'll want to be a part of it. Alex Blanton - Ingalls and Snyder - Analyst Okay, thanks. Operator At this time we have no further questions. I'd like to turn the floor over to the speakers for any closing comments. Ron Hoffman - Dover Corporation - President & CEO No, I think we're fine. Rob Kuhbach - Dover Corporation - VP of Finance & CFO I think we -- we appreciate everyone's attention and participation and we look forward to a -- a good year, and we'll be back talking to you at end of the first quarter. Ron Hoffman - Dover Corporation - President & CEO Thank you very much for your comments and questions this morning. Operator Thank you. This does conclude today's teleconference. You may disconnect your lines at this time and have a wonderful day. www.streetevents.com Contact Us 18 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.
  • 20. FINAL TRANSCRIPT Jan. 27. 2006 / 9:00AM, DOV - Q4 2005 Dover Corporation Earnings Conference Call DISCLAIMER Thomson Financial reserves the right to make changes to documents, content, or other information on this web site without obligation to notify any person of such changes. In the conference calls upon which Event Transcripts are based, companies may make projections or other forward-looking statements regarding a variety of items. Such forward-looking statements are based upon current expectations and involve risks and uncertainties. Actual results may differ materially from those stated in any forward-looking statement based on a number of important factors and risks, which are more specifically identified in the companies' most recent SEC filings. Although the companies may indicate and believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate or incorrect and, therefore, there can be no assurance that the results contemplated in the forward-looking statements will be realized. THE INFORMATION CONTAINED IN EVENT TRANSCRIPTS IS A TEXTUAL REPRESENTATION OF THE APPLICABLE COMPANY'S CONFERENCE CALL AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE CONFERENCE CALLS. IN NO WAY DOES THOMSON FINANCIAL OR THE APPLICABLE COMPANY ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY EVENT TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE APPLICABLE COMPANY'S CONFERENCE CALL ITSELF AND THE APPLICABLE COMPANY'S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS. 2006, Thomson Financial. All Rights Reserved. 1192611-2006-02-02T14:19:26.007 www.streetevents.com Contact Us 19 2006 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.