10-Q
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q
|
|
|
þ
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the quarterly period ended
June 30, 2008
|
OR
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
Commission file number 1-10235
IDEX CORPORATION
(Exact Name of Registrant as
Specified in its Charter)
|
|
|
Delaware
(State or other jurisdiction
of
incorporation or organization)
|
|
36-3555336
(I.R.S. Employer
Identification No.)
|
|
|
|
630 Dundee Road, Northbrook, Illinois
(Address of principal
executive offices)
|
|
60062
(Zip Code)
|
Registrants telephone number:
(847) 498-7070
Indicate by check mark whether the
registrant: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
|
|
|
|
Large
accelerated
filer þ
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller
reporting
company o
|
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange Act).
Yes o No þ
Number of shares of common stock of IDEX Corporation outstanding
as of July 31, 2008: 82,557,377 (net of treasury shares).
PART I.
FINANCIAL INFORMATION
|
|
Item 1.
|
Financial
Statements.
|
IDEX
CORPORATION
(in thousands except share and per share amounts)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008
|
|
|
December 31, 2007
|
|
|
ASSETS
|
Current assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
118,538
|
|
|
$
|
102,757
|
|
Restricted cash
|
|
|
|
|
|
|
140,005
|
|
Receivables, less allowance for doubtful accounts of $5,833 at
June 30, 2008 and $5,746 at December 31, 2007
|
|
|
240,028
|
|
|
|
193,326
|
|
Inventories
|
|
|
197,702
|
|
|
|
177,435
|
|
Other current assets
|
|
|
26,640
|
|
|
|
23,615
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
582,908
|
|
|
|
637,138
|
|
Property, plant and equipment net
|
|
|
178,318
|
|
|
|
172,999
|
|
Goodwill
|
|
|
1,094,789
|
|
|
|
977,019
|
|
Intangible assets net
|
|
|
236,974
|
|
|
|
191,766
|
|
Other noncurrent assets
|
|
|
12,075
|
|
|
|
10,672
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,105,064
|
|
|
$
|
1,989,594
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
Current liabilities
|
|
|
|
|
|
|
|
|
Trade accounts payable
|
|
$
|
101,817
|
|
|
$
|
84,209
|
|
Accrued expenses
|
|
|
106,425
|
|
|
|
99,125
|
|
Short-term borrowings
|
|
|
13,599
|
|
|
|
5,830
|
|
Dividends payable
|
|
|
9,771
|
|
|
|
9,789
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
231,612
|
|
|
|
198,953
|
|
Long-term borrowings
|
|
|
397,060
|
|
|
|
448,901
|
|
Deferred income taxes
|
|
|
152,192
|
|
|
|
124,472
|
|
Other noncurrent liabilities
|
|
|
50,063
|
|
|
|
54,545
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
830,927
|
|
|
|
826,871
|
|
|
|
|
|
|
|
|
|
|
Commitment and contingencies
|
|
|
|
|
|
|
|
|
Shareholders equity
|
|
|
|
|
|
|
|
|
Preferred stock:
|
|
|
|
|
|
|
|
|
Authorized: 5,000,000 shares, $.01 per share par value;
Issued:
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
Common stock:
|
|
|
|
|
|
|
|
|
Authorized: 150,000,000 shares, $.01 per share par value
Issued: 82,700,110 shares at June 30, 2008 and
81,736,244 shares at December 31, 2007
|
|
|
827
|
|
|
|
817
|
|
Additional paid-in capital
|
|
|
363,378
|
|
|
|
346,450
|
|
Retained earnings
|
|
|
821,359
|
|
|
|
753,519
|
|
Treasury stock at cost: 171,213 shares at June 30,
2008 and 156,986 shares at December 31, 2007
|
|
|
(4,875
|
)
|
|
|
(4,443
|
)
|
Accumulated other comprehensive income
|
|
|
93,448
|
|
|
|
66,380
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
1,274,137
|
|
|
|
1,162,723
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
2,105,064
|
|
|
$
|
1,989,594
|
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements.
1
IDEX
CORPORATION AND SUBSIDIARIES
(in thousands except per share amounts)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
Net sales
|
|
$
|
397,310
|
|
|
$
|
344,482
|
|
|
$
|
768,972
|
|
|
$
|
677,750
|
|
Cost of sales
|
|
|
234,102
|
|
|
|
196,948
|
|
|
|
450,597
|
|
|
|
390,552
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
163,208
|
|
|
|
147,534
|
|
|
|
318,375
|
|
|
|
287,198
|
|
Selling, general and administrative expenses
|
|
|
89,400
|
|
|
|
78,669
|
|
|
|
176,468
|
|
|
|
156,781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
73,808
|
|
|
|
68,865
|
|
|
|
141,907
|
|
|
|
130,417
|
|
Other income net
|
|
|
987
|
|
|
|
521
|
|
|
|
1,162
|
|
|
|
1,094
|
|
Interest expense
|
|
|
4,092
|
|
|
|
6,058
|
|
|
|
9,758
|
|
|
|
12,437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
70,703
|
|
|
|
63,328
|
|
|
|
133,311
|
|
|
|
119,074
|
|
Provision for income taxes
|
|
|
24,649
|
|
|
|
21,493
|
|
|
|
45,878
|
|
|
|
40,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
46,054
|
|
|
|
41,835
|
|
|
|
87,433
|
|
|
|
78,666
|
|
Loss from discontinued operations, net of tax
|
|
|
|
|
|
|
(205
|
)
|
|
|
|
|
|
|
(369
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
46,054
|
|
|
$
|
41,630
|
|
|
$
|
87,433
|
|
|
$
|
78,297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
.57
|
|
|
$
|
.52
|
|
|
$
|
1.08
|
|
|
$
|
.98
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
.57
|
|
|
$
|
.52
|
|
|
$
|
1.08
|
|
|
$
|
.97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
.56
|
|
|
$
|
.51
|
|
|
$
|
1.06
|
|
|
$
|
.96
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
.56
|
|
|
$
|
.51
|
|
|
$
|
1.06
|
|
|
$
|
96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average common shares outstanding
|
|
|
81,322
|
|
|
|
80,595
|
|
|
|
81,194
|
|
|
|
80,429
|
|
Diluted weighted average common shares outstanding
|
|
|
82,746
|
|
|
|
82,046
|
|
|
|
82,511
|
|
|
|
81,855
|
|
See Notes to Condensed Consolidated Financial Statements.
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Prior
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pensions
|
|
|
Cumulative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Other
|
|
|
Unrealized
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
Post-
|
|
|
Gains
|
|
|
|
|
|
|
|
|
|
and Additional
|
|
|
|
|
|
Cumulative
|
|
|
Retirement
|
|
|
on Derivatives
|
|
|
|
|
|
Total
|
|
|
|
Paid-In
|
|
|
Retained
|
|
|
Translation
|
|
|
Benefit
|
|
|
Designated as Cash
|
|
|
Treasury
|
|
|
Shareholders
|
|
|
|
Capital
|
|
|
Earnings
|
|
|
Adjustment
|
|
|
Plans
|
|
|
Flow Hedges
|
|
|
Stock
|
|
|
Equity
|
|
|
Balance, December 31, 2007
|
|
$
|
347,267
|
|
|
$
|
753,519
|
|
|
$
|
86,755
|
|
|
$
|
(20,375
|
)
|
|
$
|
|
|
|
$
|
(4,443
|
)
|
|
$
|
1,162,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
87,433
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87,433
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative translation adjustment
|
|
|
|
|
|
|
|
|
|
|
23,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,063
|
|
Amortization of retirement obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
849
|
|
|
|
|
|
|
|
|
|
|
|
849
|
|
Unrealized gain on derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,156
|
|
|
|
|
|
|
|
3,156
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 400,738 shares of common stock from exercise of
stock options and deferred compensation plans, net of tax benefit
|
|
|
8,727
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,727
|
|
Share-based compensation
|
|
|
8,211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,211
|
|
Unvested shares surrendered for tax withholding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(432
|
)
|
|
|
(432
|
)
|
Cash dividends declared $.24 per common share
|
|
|
|
|
|
|
(19,593
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19,593
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2008
|
|
$
|
364,205
|
|
|
$
|
821,359
|
|
|
$
|
109,818
|
|
|
$
|
(19,526
|
)
|
|
$
|
3,156
|
|
|
$
|
(4,875
|
)
|
|
$
|
1,274,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements.
3
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
|
Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
Cash flows from operating activities of continuing operations
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
87,433
|
|
|
$
|
78,297
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
Loss from discontinued operations
|
|
|
|
|
|
|
369
|
|
Depreciation and amortization
|
|
|
16,435
|
|
|
|
14,079
|
|
Amortization of intangible assets
|
|
|
7,778
|
|
|
|
4,400
|
|
Amortization of debt issuance expenses
|
|
|
155
|
|
|
|
230
|
|
Stock-based compensation expense
|
|
|
8,211
|
|
|
|
6,721
|
|
Deferred income taxes
|
|
|
3,112
|
|
|
|
2,812
|
|
Excess tax benefit from stock-based compensation
|
|
|
(2,359
|
)
|
|
|
(3,651
|
)
|
Changes in (net of the effect from acquisitions):
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
(15,032
|
)
|
|
|
(20,203
|
)
|
Inventories
|
|
|
(9,600
|
)
|
|
|
(4,344
|
)
|
Trade accounts payable
|
|
|
6,011
|
|
|
|
9,559
|
|
Accrued expenses
|
|
|
(3,475
|
)
|
|
|
(6,880
|
)
|
Other net
|
|
|
(4,864
|
)
|
|
|
(1,821
|
)
|
|
|
|
|
|
|
|
|
|
Net cash flows provided by operating activities of continuing
operations
|
|
|
93,805
|
|
|
|
79,568
|
|
Cash flows from investing activities of continuing operations
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment
|
|
|
(13,203
|
)
|
|
|
(12,830
|
)
|
Acquisition of businesses, net of cash acquired
|
|
|
(156,210
|
)
|
|
|
(56,706
|
)
|
Change in restricted cash
|
|
|
140,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows used in investing activities of continuing
operations
|
|
|
(29,408
|
)
|
|
|
(69,536
|
)
|
Cash flows from financing activities of continuing operations
|
|
|
|
|
|
|
|
|
Borrowings under credit facilities for acquisitions
|
|
|
|
|
|
|
24,177
|
|
Borrowings under credit facilities
|
|
|
272,238
|
|
|
|
21,758
|
|
Payments under credit facilities
|
|
|
(167,021
|
)
|
|
|
(81,296
|
)
|
Payment of senior notes
|
|
|
(150,000
|
)
|
|
|
|
|
Dividends paid
|
|
|
(19,610
|
)
|
|
|
(17,763
|
)
|
Distributions for discontinued operations
|
|
|
|
|
|
|
(560
|
)
|
Proceeds from stock option exercises
|
|
|
7,904
|
|
|
|
9,535
|
|
Excess tax benefit from stock-based compensation
|
|
|
2,359
|
|
|
|
3,651
|
|
Other net
|
|
|
633
|
|
|
|
1,768
|
|
|
|
|
|
|
|
|
|
|
Net cash flows used in financing activities of continuing
operations
|
|
|
(53,497
|
)
|
|
|
(38,730
|
)
|
Cash flows from discontinued operations
|
|
|
|
|
|
|
|
|
Net cash used in operating activities of discontinued operations
|
|
|
|
|
|
|
(561
|
)
|
Net cash provided by financing activities of discontinued
operations
|
|
|
|
|
|
|
560
|
|
|
|
|
|
|
|
|
|
|
Net cash flows used in discontinued operations
|
|
|
|
|
|
|
(1
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
4,881
|
|
|
|
2,782
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash
|
|
|
15,781
|
|
|
|
(25,917
|
)
|
Cash and cash equivalents at beginning of year
|
|
|
102,757
|
|
|
|
77,943
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
|
118,538
|
|
|
|
52,026
|
|
|
|
|
|
|
|
|
|
|
Less-cash, end of period-discontinued operations
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period-continuing operations
|
|
$
|
118,538
|
|
|
$
|
52,025
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information
|
|
|
|
|
|
|
|
|
Cash paid for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
11,496
|
|
|
$
|
12,253
|
|
Income taxes
|
|
|
38,400
|
|
|
|
40,364
|
|
Significant non-cash activities:
|
|
|
|
|
|
|
|
|
Debt acquired with acquisition of business
|
|
|
|
|
|
|
1,571
|
|
Non-cash capital expenditures
|
|
|
110
|
|
|
|
300
|
|
See Notes to Condensed Consolidated Financial Statements.
4
IDEX
CORPORATION AND SUBSIDIARIES
(unaudited)
|
|
1.
|
Basis of
Presentation and Significant Accounting Policies
|
The condensed consolidated financial statements of IDEX
Corporation (IDEX or the Company) have
been prepared in accordance with the instructions to
Form 10-Q
under the Securities Exchange Act of 1934, as amended. The
statements are unaudited but include all adjustments, consisting
only of recurring items, except as noted, which the Company
considers necessary for a fair presentation of the information
set forth herein. The results of operations for the three and
six months ended June 30, 2008 are not necessarily
indicative of the results to be expected for the entire year.
The condensed consolidated financial statements and
Managements Discussion and Analysis of Financial Condition
and Results of Operations should be read in conjunction with the
Companys Annual Report on
Form 10-K
for the fiscal year ended December 31, 2007.
Revenue
recognition
The Company recognizes revenue when persuasive evidence of an
arrangement exists, delivery has occurred, the sales price is
fixed or determinable, and collectibility of the sales price is
reasonably assured. For product sales, delivery does not occur
until the products have been shipped and risk of loss has been
transferred to the customer. Revenue from services is recognized
when the services are provided or ratably over the contract
term. Some arrangements with customers may include multiple
deliverables, including the combination of products and
services. In such cases the Company has identified these as
separate elements in accordance with Emerging Issues Task Force
Issue
No. 00-21,
Revenue Arrangements with Multiple Deliverables and
recognizes revenue consistent with the policy for each separate
element based on the fair value of each accounting unit.
Revenues from certain long-term contracts are recognized on the
percentage-of-completion method. Percentage-of-completion is
measured principally by the percentage of costs incurred to date
for each contract to the estimated total costs for such contract
at completion. Provisions for estimated losses on uncompleted
long-term contracts are made in the period in which such losses
are determined. Due to uncertainties inherent in the estimation
process, it is reasonably possible that completion costs,
including those arising from contract penalty provisions and
final contract settlements, will be revised in the near-term.
Such revisions to costs and income are recognized in the period
in which the revisions are determined.
The Company records allowances for discounts, product returns
and customer incentives at the time of sale as a reduction of
revenue as such allowances can be reliably estimated based on
historical experience and known trends. The Company also offers
product warranties and accrues its estimated exposure for
warranty claims at the time of sale based upon the length of the
warranty period, warranty costs incurred and any other related
information known to the Company.
On January 1, 2008, the Company acquired ADS, LLC (ADS), a
leading provider of metering technology and flow monitoring
services for water and wastewater markets. ADS is headquartered
in Huntsville, Alabama, with regional sales and service offices
throughout the United States and Australia. With annual revenues
of approximately $70 million, ADS will operate as a
standalone business unit within the Companys Fluid and
Metering Technologies Segment. The Company acquired ADS for an
aggregate purchase price of $156.4 million, consisting
entirely of cash. Approximately $155.0 million of the cash
payment was financed by borrowings under the Companys
credit facility, of which $140.0 million was reflected as
restricted cash at December 31, 2007. Goodwill and
intangible assets recognized as part of this transaction were
$104.2 million and $51.9 million, respectively. The
$104.2 million of goodwill is not deductible for tax
purposes.
5
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The purchase price for ADS, including transaction costs, has
been allocated to the assets acquired and liabilities assumed
based on estimated fair values at the date of the acquisition.
The purchase price allocation is preliminary and further
refinements may be necessary pending finalization of asset
valuations.
The results of operations for this acquisition have been
included within the Companys financial results from the
date of the acquisition. The Company does not consider this
acquisition to be material to its results of operations for any
of the periods presented.
|
|
3.
|
Discontinued
Operations
|
On August 13, 2007, the Company completed the sale of
Halox, its chemical and electrochemical systems product line
operating as a unit of Pulsafeeder in IDEXs
Fluid & Metering Technologies Segment, resulting in an
after-tax loss of $0.1 million.
Summarized results of the Companys discontinued operations
are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
|
|
2007
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Revenue
|
|
$
|
515
|
|
|
$
|
1,136
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations before income taxes
|
|
$
|
(315
|
)
|
|
$
|
(567
|
)
|
Income tax benefit
|
|
|
110
|
|
|
|
198
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations
|
|
$
|
(205
|
)
|
|
$
|
(369
|
)
|
|
|
|
|
|
|
|
|
|
The Company consists of four reporting segments:
Fluid & Metering Technologies, Health &
Science Technologies, Dispensing Equipment and Fire &
Safety/Diversified Products.
The Fluid & Metering Technologies Segment produces
pumps, flow meters, and related controls for the movement of
liquids and gases in a diverse range of end markets from
industrial infrastructure to food and beverage. The
Health & Science Technologies Segment produces a wide
variety of small-scale, highly accurate pumps, valves, fittings
and medical devices, as well as compressors used in medical,
dental and industrial applications. The Dispensing Equipment
Segment produces highly engineered equipment for dispensing,
metering and mixing colorants, paints, inks and dyes, as well as
refinishing equipment. The Fire & Safety/Diversified
Products Segment produces firefighting pumps, rescue tools,
lifting bags and other components and systems for the fire and
rescue industry, as well as engineered stainless steel banding
and clamping devices used in a variety of industrial and
commercial applications.
6
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Information on the Companys business segments from
continuing operations is presented below, based on the nature of
products and services offered. The Company evaluates performance
based on several factors, of which operating income is the
primary financial measure. Intersegment sales are accounted for
at fair value as if the sales were to third parties.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fluid & Metering Technologies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers
|
|
$
|
177,096
|
|
|
$
|
140,583
|
|
|
$
|
347,684
|
|
|
$
|
276,885
|
|
Intersegment sales
|
|
|
262
|
|
|
|
511
|
|
|
|
604
|
|
|
|
915
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total group sales
|
|
|
177,358
|
|
|
|
141,094
|
|
|
|
348,288
|
|
|
|
277,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health & Science Technologies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers
|
|
|
86,366
|
|
|
|
81,232
|
|
|
|
168,773
|
|
|
|
161,110
|
|
Intersegment sales
|
|
|
881
|
|
|
|
1,138
|
|
|
|
2,116
|
|
|
|
1,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total group sales
|
|
|
87,247
|
|
|
|
82,370
|
|
|
|
170,889
|
|
|
|
163,090
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dispensing Equipment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers
|
|
|
56,601
|
|
|
|
49,859
|
|
|
|
106,609
|
|
|
|
97,752
|
|
Intersegment sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total group sales
|
|
|
56,601
|
|
|
|
49,859
|
|
|
|
106,609
|
|
|
|
97,752
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fire & Safety/Diversified Products:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers
|
|
|
77,247
|
|
|
|
72,808
|
|
|
|
145,906
|
|
|
|
142,003
|
|
Intersegment sales
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total group sales
|
|
|
77,247
|
|
|
|
72,808
|
|
|
|
145,910
|
|
|
|
142,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment elimination
|
|
|
(1,143
|
)
|
|
|
(1,649
|
)
|
|
|
(2,724
|
)
|
|
|
(2,896
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales
|
|
$
|
397,310
|
|
|
$
|
344,482
|
|
|
$
|
768,972
|
|
|
$
|
677,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fluid & Metering Technologies
|
|
$
|
34,655
|
|
|
$
|
30,133
|
|
|
$
|
68,900
|
|
|
$
|
59,884
|
|
Health & Science Technologies
|
|
|
16,054
|
|
|
|
15,167
|
|
|
|
31,133
|
|
|
|
29,030
|
|
Dispensing Equipment
|
|
|
14,294
|
|
|
|
14,248
|
|
|
|
25,527
|
|
|
|
25,952
|
|
Fire & Safety/Diversified Products
|
|
|
18,608
|
|
|
|
18,117
|
|
|
|
36,338
|
|
|
|
33,475
|
|
Corporate office and other
|
|
|
(9,803
|
)
|
|
|
(8,800
|
)
|
|
|
(19,991
|
)
|
|
|
(17,924
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income
|
|
$
|
73,808
|
|
|
$
|
68,865
|
|
|
$
|
141,907
|
|
|
$
|
130,417
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
Earnings
Per Common Share
|
Earnings per common share (EPS) are computed by
dividing net income by the weighted average number of shares of
common stock (basic) plus common stock equivalents outstanding
(diluted) during the period. Common stock equivalents consist of
stock options, which have been included in the calculation of
weighted average shares outstanding using the treasury stock
method, unvested shares, and shares issuable in connection with
certain
7
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
deferred compensation agreements (DCUs). Basic
weighted average shares reconciles to diluted weighted average
shares as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Basic weighted average common shares outstanding
|
|
|
81,322
|
|
|
|
80,595
|
|
|
|
81,194
|
|
|
|
80,429
|
|
Dilutive effect of stock options, unvested shares, and DCUs
|
|
|
1,424
|
|
|
|
1,451
|
|
|
|
1,317
|
|
|
|
1,426
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average common shares outstanding
|
|
|
82,746
|
|
|
|
82,046
|
|
|
|
82,511
|
|
|
|
81,855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options to purchase approximately 1.9 million and
1.7 million shares of common stock as of June 30, 2008
and 2007, respectively, were not included in the computation of
diluted EPS because the exercise price was greater than the
average market price of the Companys common stock and,
therefore, the effect of their inclusion would be antidilutive.
The components of inventories as of June 30, 2008 and
December 31, 2007 were:
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Raw materials and components parts
|
|
$
|
105,162
|
|
|
$
|
88,159
|
|
Work-in-process
|
|
|
25,760
|
|
|
|
22,670
|
|
Finished goods
|
|
|
66,780
|
|
|
|
66,606
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
197,702
|
|
|
$
|
177,435
|
|
|
|
|
|
|
|
|
|
|
Inventories carried on a LIFO basis amounted to
$162.8 million and $148.4 million at June 30,
2008 and December 31, 2007, respectively. All other
inventory was valued on the FIFO method. The excess of current
cost over LIFO inventory value amounted to $4.3 million for
June 30, 2008 and $4.2 million for December 31,
2007.
|
|
7.
|
Goodwill
and Intangible Assets
|
The changes in the carrying amount of goodwill for the six
months ended June 30, 2008, by reporting segment, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fluid &
|
|
|
Health &
|
|
|
|
|
|
Fire & Safety/
|
|
|
|
|
|
|
Metering
|
|
|
Science
|
|
|
Dispensing
|
|
|
Diversified
|
|
|
|
|
|
|
Technologies
|
|
|
Technologies
|
|
|
Equipment
|
|
|
Products
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Balance at December 31, 2007
|
|
$
|
334,862
|
|
|
$
|
353,060
|
|
|
$
|
137,390
|
|
|
$
|
151,707
|
|
|
$
|
977,019
|
|
Acquisitions
|
|
|
104,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104,186
|
|
Foreign currency translation
|
|
|
1,089
|
|
|
|
1,468
|
|
|
|
6,266
|
|
|
|
4,715
|
|
|
|
13,538
|
|
Acquisition adjustments
|
|
|
133
|
|
|
|
(87
|
)
|
|
|
|
|
|
|
|
|
|
|
46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2008
|
|
$
|
440,270
|
|
|
$
|
354,441
|
|
|
$
|
143,656
|
|
|
$
|
156,422
|
|
|
$
|
1,094,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table provides the gross carrying value and
accumulated amortization for each major class of intangible
asset as of June 30, 2008 and December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2008
|
|
|
|
|
At December 31, 2007
|
|
|
|
Gross
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Average
|
|
Carrying
|
|
|
Accumulated
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Life
|
|
Amount
|
|
|
Amortization
|
|
|
|
(In thousands)
|
|
|
Amortizable intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents
|
|
$
|
8,389
|
|
|
$
|
(5,433
|
)
|
|
|
11
|
|
|
$
|
8,154
|
|
|
$
|
(5,074
|
)
|
Trade names
|
|
|
47,275
|
|
|
|
(4,789
|
)
|
|
|
16
|
|
|
|
37,716
|
|
|
|
(3,259
|
)
|
Customer relationships
|
|
|
107,648
|
|
|
|
(10,774
|
)
|
|
|
15
|
|
|
|
76,959
|
|
|
|
(6,288
|
)
|
Non-compete agreements
|
|
|
4,508
|
|
|
|
(2,667
|
)
|
|
|
4
|
|
|
|
4,474
|
|
|
|
(2,141
|
)
|
Unpatented technology
|
|
|
27,615
|
|
|
|
(1,807
|
)
|
|
|
16
|
|
|
|
14,804
|
|
|
|
(892
|
)
|
Other
|
|
|
6,288
|
|
|
|
(1,379
|
)
|
|
|
10
|
|
|
|
6,283
|
|
|
|
(1,070
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amortizable intangible assets
|
|
|
201,723
|
|
|
|
(26,849
|
)
|
|
|
|
|
|
|
148,390
|
|
|
|
(18,724
|
)
|
Banjo trade name
|
|
|
62,100
|
|
|
|
|
|
|
|
|
|
|
|
62,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
263,823
|
|
|
$
|
(26,849
|
)
|
|
|
|
|
|
$
|
210,490
|
|
|
$
|
(18,724
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Banjo trade name is an indefinite lived intangible asset
which is tested for impairment on an annual basis or more
frequently if events or changes in circumstances indicate that
the asset might be impaired.
The components of accrued expenses as of June 30, 2008 and
December 31, 2007 were:
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Payroll and related items
|
|
$
|
41,551
|
|
|
$
|
38,461
|
|
Management incentive compensation
|
|
|
8,446
|
|
|
|
11,109
|
|
Income taxes payable
|
|
|
12,123
|
|
|
|
7,299
|
|
Deferred income taxes
|
|
|
1,261
|
|
|
|
3,162
|
|
Insurance
|
|
|
9,692
|
|
|
|
11,903
|
|
Warranty
|
|
|
4,318
|
|
|
|
3,966
|
|
Deferred revenue
|
|
|
4,477
|
|
|
|
1,978
|
|
Other
|
|
|
24,557
|
|
|
|
21,247
|
|
|
|
|
|
|
|
|
|
|
Total accrued expenses
|
|
$
|
106,425
|
|
|
$
|
99,125
|
|
|
|
|
|
|
|
|
|
|
The Company maintains a $600.0 million unsecured domestic,
multi-currency bank revolving credit facility (Credit
Facility), which expires on December 21, 2011. At
June 30, 2008 there was $301.0 million outstanding
under the Credit Facility and outstanding letters of credit
totaled approximately $7.5 million. The net available
borrowing under the Credit Facility as of June 30, 2008,
was approximately $291.5 million.
Interest is payable quarterly on the outstanding borrowings at
the bank agents reference rate. Interest on borrowings
based on LIBOR plus an applicable margin is payable on the
maturity date of the borrowing, or quarterly from the effective
date for borrowings exceeding three months. The applicable
margin is based on the
9
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Companys senior, unsecured, long-term debt rating and can
range from 24 basis points to 50 basis points. Based
on the Companys BBB rating at June 30, 2008, the
applicable margin was 40 basis points. An annual Credit
Facility fee, also based on the Companys credit rating, is
currently 10 basis points and is payable quarterly.
In addition to the $600.0 million Credit Facility, on
April 18, 2008 the Company entered into a
$100.0 million senior bank term loan agreement (Term Loan)
with covenants consistent with the existing Credit Facility and
a maturity on December 21, 2011. At June 30, 2008,
there was $100.0 million outstanding under the Term Loan
with $5.0 million included within short term borrowings.
Interest under the Term Loan is based on the bank agents
reference rate or LIBOR plus an applicable margin and is payable
at the end of the selected interest period, but at least
quarterly. The applicable margin is based on the Companys
senior, unsecured, long-term debt rating and can range from 45
to 100 basis points. Based on the Companys current
debt rating, the applicable margin is 80 basis points. The
Term Loan requires repayments in April of 2009, 2010, and 2011
of $5.0 million, $5.0 million and $7.5 million,
respectively, with the remaining balance due on
December 21, 2011.
The Company also has a $30.0 million demand line of credit
(Short-Term Facility), which expires on
December 12, 2008. Borrowings under the Short-Term Facility
are based on LIBOR plus an applicable margin. At June 30,
2008, there were no borrowings under the Short-Term Facility.
On February 15, 2008, the Company retired its
$150.0 million senior notes using proceeds available under
the Companys Credit Facility.
|
|
10.
|
Derivative
Instruments
|
The Company enters into cash flow hedges to reduce the exposure
to variability in certain expected future cash flows. The type
of cash flow hedges the Company enters into includes foreign
currency contracts and interest rate exchange agreements that
effectively convert a portion of floating-rate debt to
fixed-rate debt and are designed to reduce the impact of
interest rate changes on future interest expense.
The effective portion of the gains or losses on the interest
rate exchange agreement is reported in accumulated other
comprehensive income in shareholders equity and
reclassified into net income in the same period or periods in
which the hedged transaction affects net income. The remaining
gain or loss in excess of the cumulative change in the present
value of future cash flows or the hedged item, if any, is
recognized in net income during the period of change.
Fair values relating to derivative financial instruments reflect
the estimated amounts that the Company would receive or pay to
terminate the contracts at the reporting date based on quoted
market prices of comparable contracts at each balance sheet date.
At June 30, 2008, the Company had one interest rate swap
expiring in January 2011, which effectively converted
$250.0 million of floating rate debt into fixed rate debt
at an interest rate of 3.25%. The fair value of the interest
rate swap was recorded as a non-current asset for
$4.9 million at June 30, 2008.
The net gain recognized to net income for the three and six
months ended June 30, 2008 related to the cash flow hedge
was immaterial. Based on interest rates at June 30, 2008,
no significant portion of the amount included in accumulated
other comprehensive income in shareholders equity at
June 30, 2008 will be recognized to net income over the
next 12 months as the underlying hedged transactions are
realized.
At June 30, 2008, the Company had two foreign currency
contracts with an aggregate notional amount of $3.7 million
to manage its exposure to fluctuations in foreign currency
exchange rates. The decrease in fair market value of these
contracts resulted in expense of $0.1 million for the three
and six months ended June 30, 2008 and was recorded in
Other (income) expense net within the
Consolidated Statements of Operations.
10
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
11.
|
Fair
Value Measurements
|
The Company adopted Statement of Financial Accounting Standard
(SFAS) No. 157, Fair Value Measurements,
(SFAS No. 157) on January 1, 2008, for our
financial assets and financial liabilities.
SFAS No. 157 defines fair value, provides guidance for
measuring fair value and requires certain disclosures.
SFAS No. 157 discusses valuation techniques, such as
the market approach (comparable market prices), the income
approach (present value of future income or cash flow), and the
cost approach (cost to replace the service capacity of an asset
or replacement cost). The statement utilizes a fair value
hierarchy that prioritizes the inputs to valuation techniques
used to measure fair value into three broad levels. The
following is a brief description of those three levels:
|
|
|
|
|
Level 1: Observable inputs such as quoted prices
(unadjusted) in active markets for identical assets or
liabilities.
|
|
|
|
Level 2: Inputs, other than quoted prices that are
observable for the asset or liability, either directly or
indirectly. These include quoted prices for similar assets or
liabilities in active markets and quoted prices for identical or
similar assets or liabilities in markets that are not active.
|
|
|
|
Level 3: Unobservable inputs that reflect the reporting
entitys own assumptions.
|
The following table summarizes the basis used to measure the
Companys financial assets at fair value on a recurring
basis in the balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis of Fair Value Measurements
|
|
|
Balance at
|
|
|
|
|
|
|
|
|
June 30, 2008
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
(In thousands)
|
|
Interest rate swap derivative financial instruments (included in
other noncurrent assets)
|
|
$
|
4,939
|
|
|
|
|
|
|
$
|
4,939
|
|
|
|
|
|
Foreign currency contracts (included in accrued expenses)
|
|
$
|
80
|
|
|
|
|
|
|
$
|
80
|
|
|
|
|
|
In determining the fair value of the Companys interest
swap derivatives, the Company uses a present value of expected
cash flows based on market observable interest rate yield curves
commensurate with the term of each instrument and the credit
default swap market to reflect the credit risk of either the
Company or the counterparty.
The Company had 5.0 million shares of preferred stock
authorized but unissued at June 30, 2008 and
December 31, 2007.
|
|
13.
|
Share-Based
Compensation
|
Effective January 1, 2006, the Company adopted
SFAS No. 123R, Share-Based Payment,
(SFAS No. 123R) using the modified prospective method,
and thus did not restate any prior period amounts. Under this
method, compensation cost in the three and six months ending
June 30, 2008 and 2007 include the portion vesting in the
period for (1) all share-based payments granted prior to,
but not vested as of December 31, 2005, based on the grant
date fair value estimated using the Black-Scholes option-pricing
model in accordance with the original provisions of
SFAS No. 123 and (2) all share-based payments
granted subsequent to December 31, 2005, based on the grant
date fair value estimated using the Binomial lattice
option-pricing model.
On April 8, 2008, the Company granted approximately
0.9 million stock options and 0.6 million unvested
shares, respectively.
11
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Total compensation cost for stock options is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Cost of goods sold
|
|
$
|
354
|
|
|
$
|
355
|
|
|
$
|
587
|
|
|
$
|
571
|
|
General and administrative expenses
|
|
|
2,380
|
|
|
|
2,646
|
|
|
|
4,014
|
|
|
|
3,971
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expense before income taxes
|
|
|
2,734
|
|
|
|
3,001
|
|
|
|
4,601
|
|
|
|
4,542
|
|
Income tax benefit
|
|
|
(988
|
)
|
|
|
(1,093
|
)
|
|
|
(1,663
|
)
|
|
|
(1,654
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expense after income taxes
|
|
$
|
1,746
|
|
|
$
|
1,908
|
|
|
$
|
2,938
|
|
|
$
|
2,888
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total compensation cost for unvested shares is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Cost of goods sold
|
|
$
|
22
|
|
|
$
|
8
|
|
|
$
|
31
|
|
|
$
|
12
|
|
General and administrative expenses
|
|
|
2,540
|
|
|
|
1,268
|
|
|
|
3,579
|
|
|
|
2,167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expense before income taxes
|
|
|
2,562
|
|
|
|
1,276
|
|
|
|
3,610
|
|
|
|
2,179
|
|
Income tax benefit
|
|
|
(556
|
)
|
|
|
(285
|
)
|
|
|
(741
|
)
|
|
|
(451
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expense after income taxes
|
|
$
|
2,006
|
|
|
$
|
991
|
|
|
$
|
2,869
|
|
|
$
|
1,728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Classification of stock compensation cost within the
Consolidated Statements of Operations is consistent with
classification of cash compensation for the same employees and
$0.1 million of compensation cost was capitalized as part
of inventory.
As of June 30, 2008, there was $16.8 million of total
unrecognized compensation cost related to stock options that is
expected to be recognized over a weighted-average period of
1.5 years, and $19.9 million of total unrecognized
compensation cost related to unvested shares that is expected to
be recognized over a weighted-average period of 1.5 years.
The Company sponsors several qualified and nonqualified defined
benefit and defined contribution pension plans and other
postretirement plans for its employees. The following tables
provide the components of net periodic benefit cost for its
major defined benefit plans and its other postretirement plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
|
Three Months Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
U.S.
|
|
|
Non-U.S.
|
|
|
U.S.
|
|
|
Non-U.S.
|
|
|
|
(In thousands)
|
|
|
Service cost
|
|
$
|
446
|
|
|
$
|
228
|
|
|
$
|
426
|
|
|
$
|
223
|
|
Interest cost
|
|
|
1,132
|
|
|
|
473
|
|
|
|
1,082
|
|
|
|
396
|
|
Expected return on plan assets
|
|
|
(1,272
|
)
|
|
|
(270
|
)
|
|
|
(1,299
|
)
|
|
|
(267
|
)
|
Net amortization
|
|
|
534
|
|
|
|
103
|
|
|
|
699
|
|
|
|
188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
840
|
|
|
$
|
534
|
|
|
$
|
908
|
|
|
$
|
540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
|
Six months Ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
U.S.
|
|
|
Non-U.S.
|
|
|
U.S.
|
|
|
Non-U.S.
|
|
|
|
(In thousands)
|
|
|
Service cost
|
|
$
|
882
|
|
|
$
|
454
|
|
|
$
|
938
|
|
|
$
|
444
|
|
Interest cost
|
|
|
2,242
|
|
|
|
939
|
|
|
|
2,144
|
|
|
|
782
|
|
Expected return on plan assets
|
|
|
(2,585
|
)
|
|
|
(541
|
)
|
|
|
(2,621
|
)
|
|
|
(528
|
)
|
Net amortization
|
|
|
1,033
|
|
|
|
204
|
|
|
|
1,365
|
|
|
|
373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
1,572
|
|
|
$
|
1,056
|
|
|
$
|
1,826
|
|
|
$
|
1,071
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Postretirement Benefits
|
|
|
|
|
|
|
Six Months
|
|
|
|
Three Months Ended
|
|
|
Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Service cost
|
|
$
|
154
|
|
|
$
|
132
|
|
|
$
|
306
|
|
|
$
|
255
|
|
Interest cost
|
|
|
333
|
|
|
|
330
|
|
|
|
667
|
|
|
|
655
|
|
Net amortization
|
|
|
29
|
|
|
|
90
|
|
|
|
70
|
|
|
|
173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
516
|
|
|
$
|
552
|
|
|
$
|
1,043
|
|
|
$
|
1,083
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company previously disclosed in its financial statements for
the year ended December 31, 2007, that it expected to
contribute approximately $1.8 million to these pension
plans and $1.2 million to its other postretirement benefit
plans in 2008. As of June 30, 2008, $1.2 million of
contributions have been made to the pension plans and
$0.5 million has been made to its other postretirement
benefit plans. The Company presently anticipates contributing up
to an additional $1.3 million in 2008 to fund these pension
plans and other postretirement benefit plans.
The Company is party to various legal proceedings arising in the
ordinary course of business, none of which is expected to have a
material adverse effect on its business, financial condition,
results of operations or cash flows.
The Companys provision for income taxes is based upon
estimated annual tax rates for the year applied to federal,
state and foreign income. The provision for income taxes from
continuing operations increased to $24.6 million in the
second quarter of 2008 from $21.5 million in the second
quarter of 2007. The effective tax rate increased to 34.9% for
the second quarter of 2008 compared to 33.9% in the second
quarter of 2007 due to the non-renewal of the research and
development tax credit, the mix of global pre-tax income among
jurisdictions and non-recurring favorable discrete items in the
second quarter of 2007.
The Company and its subsidiaries file income tax returns in the
U.S. federal jurisdiction, and various state and foreign
jurisdictions. The Company adopted the provisions of FASB
Interpretation No. 48 Accounting for Uncertainty in Income
Taxes (FIN 48) an interpretation of FASB
Statement No. 109 on January 1, 2007. In accordance
with FIN 48, the Company recognized a cumulative-effect
adjustment of $1.2 million, increasing its liability for
unrecognized tax benefits, interest, and penalties and reducing
the January 1, 2007 balance of retained earnings. Due to
the potential for resolution of federal, state and foreign
examinations, and the expiration of various
13
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
statutes of limitation, it is reasonably possible that the
Companys gross unrecognized tax benefits balance may
change within the next twelve months by a range of zero to
$2.2 million.
|
|
17.
|
New
Accounting Pronouncements
|
On February 6, 2008, the FASB issued a FASB Staff Position
(FSP) to allow a one-year deferral of adoption of
SFAS No. 157 for non-financial assets and
non-financial liabilities that are recognized at fair value on a
nonrecurring basis. The Company has adopted Statement 157 as of
January 1, 2008 and is currently assessing the impact on
non-financial assets and non-financial liabilities within the
consolidated financial statements.
In December 2007, the FASB issued SFAS No. 141(R)
(revised 2007), Business Combinations, which
replaces SFAS No. 141. SFAS No. 141(R)
establishes principles and requirements for how an acquirer in a
business combination recognizes and measures in its financial
statements, the identifiable assets acquired, the liabilities
assumed, and any controlling interest; recognizes and measures
the goodwill acquired in the business combination or a gain from
a bargain purchase; and determines what information to disclose
to enable users of the financial statements to evaluate the
nature and financial effects of the business combination.
SFAS No. 141(R) is to be applied prospectively to
business combinations for which the acquisition date is on or
after an entitys fiscal year that begins after
December 15, 2008. The Company will adopt this statement
for acquisitions consummated after its effective date.
In December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in Consolidated Financial
Statements an amendment of ARB No. 51.
SFAS No. 160 establishes accounting and reporting
standards for noncontrolling interests in a subsidiary and for
the deconsolidation of a subsidiary. Minority interests will be
recharacterized as noncontrolling interests and classified as a
component of equity. It also establishes a single method of
accounting for changes in a parents ownership interest in
a subsidiary and requires expanded disclosures.
SFAS No. 160 is effective for fiscal years beginning
on or after December 15, 2008. The Company is currently
assessing the impact of SFAS No. 160 on its
consolidated financial statements.
In March 2008, the FASB issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging
Activities an amendment to FASB Statement
No. 133. SFAS No. 161 is intended to
improve financial standards for derivative instruments and
hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entitys
financial position, financial performance, and cash flows.
Entities are required to provide enhanced disclosures about:
(a) how and why an entity uses derivative instruments;
(b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related
interpretations; and (c) how derivative instruments and
related hedged items affect an entitys financial position,
financial performance, and cash flows. SFAS No. 161 is
effective for financial statements issued for fiscal years
beginning after November 15, 2008, with early adoption
encouraged. The Company is currently evaluating the impact of
SFAS No. 161 on its financial statements.
In April 2008, the FASB issued
FSP 142-3,
Determination of the Useful Life of Intangible
Assets,
(FSP 142-3).
FSP 142-3
amends the factors that should be considered in developing
renewal or extension assumptions used to determine the useful
life of a recognized intangible asset under
SFAS No. 142, Goodwill and Other Intangible
Assets.
FSP 142-3
is effective for fiscal years beginning after December 15,
2008. The implementation of this standard will not have a
material impact on our consolidated financial position and
results of operations.
In May 2008, the FASB issued SFAS No. 162, The
Hierarchy of Generally Accepted Accounting Principles
(SFAS No. 162). SFAS No. 162 identifies the
sources of accounting principles and the framework for selecting
the principles used in the preparation of financial statements.
SFAS No. 162 is effective 60 days following the
SECs approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, The Meaning of
14
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Present Fairly in Conformity with Generally Accepted Accounting
Principles. The implementation of this standard will not
have a material impact on our consolidated financial position
and results of operations.
In June 2008, the FASB issued FSP Emerging Issues Task Force
(EITF)
No. 03-6-1,
Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities. Under
the FSP, unvested share-based payment awards that contain rights
to receive nonforfeitable dividends (whether paid or unpaid) are
participating securities, and should be included in the
two-class method of computing EPS. The FSP is effective for
fiscal years beginning after December 15, 2008, and interim
periods within those years. The Company is currently evaluating
the impact of EITF
No. 03-6-1
on its financial statements.
In July 2008, the Company initiated procedures to cease
manufacturing operations at the Dispensing Segments Milan,
Italy facility. Due to uncertainty in the timing of the facility
divestiture, formalization of specific severance plans and
identification of assets that will be moved or disposed, the
financial statement impact of the expected costs to be incurred
is not feasible at this time.
15
|
|
Item 2.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
|
Cautionary
Statement Under the Private Securities Litigation Reform
Act
The Historical Overview and Outlook and the
Liquidity and Capital Resources sections of this
managements discussion and analysis of our financial
condition and results of operations contain forward-looking
statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Exchange Act of 1934, as amended. These statements may relate
to, among other things, capital expenditures, cost reductions,
cash flow, and operating improvements and are indicated by words
or phrases such as anticipate, estimate,
plans, expects, projects,
should, will, management
believes, the company believes, we
believe, the company intends and similar words
or phrases. These statements are subject to inherent
uncertainties and risks that could cause actual results to
differ materially from those anticipated at the date of this
filing. The risks and uncertainties include, but are not limited
to, the following: levels of industrial activity and economic
conditions in the U.S. and other countries around the
world; pricing pressures and other competitive factors, and
levels of capital spending in certain industries; economic and
political consequences resulting from terrorist attacks and
wars all of which could have a material impact on
our order rates and results, particularly in light of the low
levels of order backlogs we typically maintain; our ability to
make acquisitions and to integrate and operate acquired
businesses on a profitable basis; the relationship of the
U.S. dollar to other currencies and its impact on pricing
and cost competitiveness; political and economic conditions in
foreign countries in which we operate; interest rates; capacity
utilization and the effect this has on costs; labor markets;
market conditions and material costs; and developments with
respect to contingencies, such as litigation and environmental
matters. The forward-looking statements included here are only
made as of the date of this report, and we undertake no
obligation to publicly update them to reflect subsequent events
or circumstances. Investors are cautioned not to rely unduly on
forward-looking statements when evaluating the information
presented here.
Historical
Overview and Outlook
IDEX Corporation (IDEX) or the (Company)
is an applied solutions company specializing in fluid and
metering technologies, health and science technologies,
dispensing equipment, and fire, safety and other diversified
products built to its customers specifications. Our
products are sold in niche markets to a wide range of industries
throughout the world. Accordingly, our businesses are affected
by levels of industrial activity and economic conditions in the
U.S. and in other countries where we do business and by the
relationship of the U.S. dollar to other currencies. Levels
of capacity utilization and capital spending in certain
industries and overall industrial activity are among the factors
that influence the demand for our products.
IDEX consists of four reportable segments: Fluid &
Metering Technologies, Health & Science Technologies,
Dispensing Equipment and Fire & Safety/Diversified
Products.
The Fluid & Metering Technologies Segment produces
pumps, compressors, flow meters and related controls for the
movement of liquids and gases in a diverse range of end markets
from industrial infrastructure to food and beverage; and
provides metering technology and flow monitoring services for
water and wastewater markets. The Health & Science
Technologies Segment produces a wide variety of small scale,
highly accurate pumps, valves, fittings and medical devices, as
well as compressors used in medical, dental and industrial
applications. The Dispensing Equipment Segment produces highly
engineered equipment for dispensing, metering and mixing
colorants, paints, inks and dyes, hair colorants and other
personal care products, as well as refinishing equipment. The
Fire & Safety/Diversified Products Segment produces
firefighting pumps, rescue tools, lifting bags and other
components and systems for the fire and rescue industry; and
engineered stainless steel banding and clamping devices used in
a variety of industrial and commercial applications.
The Company has a history of achieving above-average operating
margins. Our operating margins have exceeded the average
operating margin for the companies that comprise the Value Line
Composite Index (VLCI) every year since 1988. We view the
VLCI operating performance statistics as a proxy for an average
industrial company. Our operating margins are influenced by,
among other things, utilization of facilities as sales volumes
change and inclusion of newly acquired businesses.
16
Some of our key 2008 financial highlights for the six months
ended June 30, 2008 were as follows:
|
|
|
|
|
Sales of $769.0 million increased 13% compared to the prior
year; reflecting 7% acquisitions, 2% organic (excludes growth
from acquisitions and foreign currency translation) and 4%
foreign currency translation.
|
|
|
|
Income from continuing operations of $87.4 million
increased 11% over the prior year.
|
|
|
|
Diluted EPS from continuing operations of $1.06 was $0.10 higher
compared to the same period of 2007.
|
Growth in the Fluid and Metering Technologies segment was driven
by strong global demand in the process control and
infrastructure-related end markets. In the Health and Science
Technologies segment, we realized strong growth in the core
health and science end markets, driven by strength in the core
analytical instrumentation, IVD and biotechnology markets.
Within the Dispensing Equipment segment, the Company experienced
modest growth in both the European and North American markets.
Despite softness in our fire suppression business, our
engineered band clamping and rescue tools businesses performed
well within the Fire & Safety/Diversified Products
segment.
Results
of Operations
The following is a discussion and analysis of our financial
position and results of operations for the period ended
June 30, 2008 and 2007. For purposes of this discussion and
analysis section, reference is made to the table below and the
Companys Condensed Consolidated Statements of Operations
included in Item 1.
Performance
in the Three Months Ended June 30, 2008 Compared with the
Same Period of 2007
Sales in the three months ended June 30, 2008 were
$397.3 million, a 15% improvement from the comparable
period last year. Three acquisitions (Quadro June
2007, Isolation Technologies October 2007 and
ADS January 2008) accounted for a sales
improvement of 7%, organic sales grew 5% and foreign currency
translation contributed 3%. Sales to international customers
represented approximately 47% of total sales in both 2008 and
2007.
During the quarter, Fluid & Metering Technologies
contributed 45% of sales and 42% of operating income;
Health & Science Technologies accounted for 22% of
sales and 19% of operating income; Dispensing Equipment
accounted for 14% of sales and 17% of operating income; and
Fire & Safety/Diversified Products represented 19% of
sales and 22% of operating income.
Fluid & Metering Technologies sales of
$177.4 million for the three months ended June 30,
2008 rose $36.3 million, or 26% compared with 2007,
reflecting 8% organic growth, 16% for acquisitions (Quadro and
ADS) and a 2% favorable impact from foreign currency
translation. Growth was driven by continued global demand for
infrastructure-related applications and acquisition performance.
In the second quarter of 2008, organic sales grew approximately
3% domestically and 15% internationally. Organic business sales
to customers outside the U.S. were approximately 44% of
total segment sales during the second quarter of 2008, compared
to 42% in 2007.
Health & Science Technologies sales of
$87.2 million increased $4.9 million, or 6%, in the
second quarter of 2008 compared with last years second
quarter. This increase reflects a 3% increase for acquisitions
(Isolation Technologies), 1% increase in organic growth and 2%
from favorable foreign currency translation. Growth in core
analytical instrumentation, IVD and biotechnology markets along
with acquisitions was partially offset by the exit from two
specific OEM contracts. In the second quarter of 2008, organic
sales increased 7% domestically and decreased 7%
internationally. Organic business sales to customers outside the
U.S. were approximately 40% of total segment sales in the
second quarter of 2008, compared to 43% in 2007.
Dispensing Equipment sales of $56.6 million increased
$6.7 million, or 14% in the second quarter of 2008 compared
with 2007. This increase reflects a 3% increase in organic
growth and 11% from favorable foreign currency translation. The
dispensing business experienced modest growth in both the
European and North American markets. In the second quarter
of 2008, organic sales decreased 3% domestically and increased
5% internationally. Organic sales to customers outside the
U.S. were approximately 72% of total segment sales in the
second quarter of 2008, compared with 70% in the comparable
quarter of 2007.
17
Fire & Safety/Diversified Products sales of
$77.2 million increased $4.4 million, or 6% in the
second quarter of 2008 compared with 2007. This increase
reflects a 2% increase in organic business volume and 4% from
favorable foreign currency translation. The engineered band
clamping business as well as rescue business achieved strong
growth, offset by weak demand in the North American fire
suppression market. In the second quarter of 2008, organic
business sales increased 11% domestically and decreased 9%
internationally. Organic sales to customers outside the
U.S. were approximately 42% of total segment sales in the
second quarter of 2008, compared to 47% in 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June
30,(1)
|
|
|
June
30,(1)
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
Fluid & Metering Technologies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
177,358
|
|
|
$
|
141,094
|
|
|
$
|
348,288
|
|
|
$
|
277,800
|
|
Operating
income(2)
|
|
|
34,655
|
|
|
|
30,133
|
|
|
|
68,900
|
|
|
|
59,884
|
|
Operating margin
|
|
|
19.5
|
%
|
|
|
21.4
|
%
|
|
|
19.8
|
%
|
|
|
21.6
|
%
|
Depreciation and amortization
|
|
$
|
6,450
|
|
|
$
|
4,269
|
|
|
$
|
12,763
|
|
|
$
|
8,118
|
|
Capital expenditures
|
|
|
2,785
|
|
|
|
3,473
|
|
|
|
5,176
|
|
|
|
6,109
|
|
Health & Science Technologies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
87,247
|
|
|
$
|
82,370
|
|
|
$
|
170,889
|
|
|
$
|
163,090
|
|
Operating
income(2)
|
|
|
16,054
|
|
|
|
15,167
|
|
|
|
31,133
|
|
|
|
29,030
|
|
Operating margin
|
|
|
18.4
|
%
|
|
|
18.4
|
%
|
|
|
18.2
|
%
|
|
|
17.8
|
%
|
Depreciation and amortization
|
|
$
|
2,885
|
|
|
$
|
2,277
|
|
|
$
|
5,838
|
|
|
$
|
4,846
|
|
Capital expenditures
|
|
|
954
|
|
|
|
1,129
|
|
|
|
2,600
|
|
|
|
2,780
|
|
Dispensing Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
56,601
|
|
|
$
|
49,859
|
|
|
$
|
106,609
|
|
|
$
|
97,752
|
|
Operating
income(2)
|
|
|
14,294
|
|
|
|
14,248
|
|
|
|
25,527
|
|
|
|
25,952
|
|
Operating margin
|
|
|
25.3
|
%
|
|
|
28.6
|
%
|
|
|
23.9
|
%
|
|
|
26.5
|
%
|
Depreciation and amortization
|
|
$
|
1,131
|
|
|
$
|
1,030
|
|
|
$
|
2,269
|
|
|
$
|
1,577
|
|
Capital expenditures
|
|
|
1,054
|
|
|
|
1,462
|
|
|
|
1,584
|
|
|
|
1,754
|
|
Fire & Safety/Diversified Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
77,247
|
|
|
$
|
72,808
|
|
|
$
|
145,910
|
|
|
$
|
142,004
|
|
Operating
income(2)
|
|
|
18,608
|
|
|
|
18,117
|
|
|
|
36,338
|
|
|
|
33,475
|
|
Operating margin
|
|
|
24.1
|
%
|
|
|
24.9
|
%
|
|
|
24.9
|
%
|
|
|
23.6
|
%
|
Depreciation and amortization
|
|
$
|
1,390
|
|
|
$
|
1,529
|
|
|
$
|
2,744
|
|
|
$
|
3,054
|
|
Capital expenditures
|
|
|
2,033
|
|
|
|
813
|
|
|
|
3,140
|
|
|
|
1,699
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
397,310
|
|
|
$
|
344,482
|
|
|
$
|
768,972
|
|
|
$
|
677,750
|
|
Operating
income(2)
|
|
|
73,808
|
|
|
|
68,865
|
|
|
|
141,907
|
|
|
|
130,417
|
|
Operating margin
|
|
|
18.6
|
%
|
|
|
20.0
|
%
|
|
|
18.5
|
%
|
|
|
19.2
|
%
|
Depreciation and
amortization(3)
|
|
$
|
12,164
|
|
|
$
|
9,340
|
|
|
$
|
24,213
|
|
|
$
|
18,479
|
|
Capital expenditures
|
|
|
7,336
|
|
|
|
7,347
|
|
|
|
13,313
|
|
|
|
13,130
|
|
|
|
|
(1) |
|
Data includes acquisition of ADS (January 2008) and Quadro
(June 2007) in the Fluid & Metering Technologies
segment and Isolation Technologies (October 2007) in the
Health & Science Technologies segment from the dates
of acquisition. |
|
(2) |
|
Group operating income excludes unallocated corporate operating
expenses. |
|
(3) |
|
Excludes amortization of debt issuance expenses and unearned
stock compensation. |
18
Gross profit of $163.2 million in the second quarter of
2008 increased $15.7 million, or 11% from 2007. Gross
profit as a percent of sales was 41.1% in the second quarter of
2008 and 42.8% in 2007. The decrease in gross margin primarily
reflects product mix and the impact of intangible amortization
expenses associated with recent acquisitions within the
Fluid & Metering Technologies Segment and higher
material costs in the Dispensing Equipment Segment.
Selling, general and administrative (SG&A) expenses
increased to $89.4 million in the second quarter of 2008
from $78.7 million in 2007. The $10.7 million increase
reflects approximately $6.2 million of incremental costs
associated with recently acquired businesses, while the
remaining $4.5 million is volume related. As a percent of
sales, SG&A expenses were 22.5% for 2008 and 22.8% for 2007.
Operating income increased $4.9 million, or 7%, to
$73.8 million in the second quarter of 2008 from
$68.9 million in 2007, primarily reflecting higher volumes,
partially offset by increased SG&A expenses. Second quarter
operating margins were 18.6% of sales, 140 basis points
lower than the second quarter of 2007. The decrease was driven
primarily by the impact of intangible amortization expenses
associated with recent acquisitions. In the Fluid &
Metering Technologies Segment, operating income of
$34.7 million in the second quarter of 2008 was up from the
$30.1 million recorded in 2007 principally due to strong
global demand for process control and infrastructure-related
applications. Operating margins within the Fluid &
Metering Technologies Segment of 19.5% in the current quarter
were down from 21.4% in 2007, due to the impact of recent
acquisitions. In the Health & Science Technologies
Segment, operating income of $16.1 million in the second
quarter of 2008 was up from the $15.2 million recorded in
2007 principally due to volume. Operating margins within the
Health & Science Technologies Segment of 18.4% in the
current quarter were flat compared with the second quarter of
2007. In the Dispensing Equipment Segment, operating income of
$14.3 million in the second quarter of 2008 was flat
compared to the same period in 2007. Operating margins within
the Dispensing Equipment Segment of 25.3% in the current quarter
were down from 28.6% in 2007, primarily due to foreign currency
translation and selective material cost increases. Operating
income in the Fire & Safety/Diversified Products
Segment of $18.6 million was higher than the
$18.1 million in the second quarter of 2007, due primarily
to volume. Operating margins within the Fire &
Safety/Diversified Products Segment of 24.1% in the current
quarter were down slightly from 24.9% in 2007.
Other income of $1.0 million in 2008 was $0.5 million
higher than the $0.5 million in 2007, primarily due to
higher interest income.
Interest expense decreased to $4.1 million in 2008 from
$6.1 million in 2007. The decrease was due to a lower
interest rate environment and the refinancing of the
$150 million senior notes to a lower interest rate.
The provision for income taxes from continuing operations is
based upon estimated annual tax rates for the year applied to
federal, state and foreign income. The provision for income
taxes increased to $24.6 million in the second quarter of
2008 from $21.5 million in 2007. The effective tax rate of
34.9% in the second quarter of 2008 was higher compared to 33.9%
in the same period of 2007 due to the non-renewal of the
research and development tax credit, the mix of global pre-tax
income among jurisdictions and non-recurring favorable discrete
items in the second quarter of 2007.
Income from continuing operations for the current quarter was
$46.1 million, 10% higher than the $41.8 million
earned in the second quarter of 2007. Diluted earnings per share
from continuing operations in the second quarter of 2008 of
$0.56 increased $0.05, or 10%, compared with the second quarter
of 2007.
Loss from discontinued operations for 2007 was
$0.2 million, which resulted from operations for Halox.
Net income for the current quarter of $46.1 million
increased from the $41.6 million earned in the second
quarter of 2007, which included loss from discontinued
operations of $0.2 million. Diluted earnings per share in
the second quarter of 2008 of $0.56 increased $0.05, or 10%,
compared with the second quarter of 2007.
Performance
in the Six Months Ended June 30, 2008 Compared with the
Same Period of 2007
Sales in the six months ended June 30, 2008 were
$769.0 million, a 13% improvement from the comparable
period last year. Three acquisitions accounted for a sales
improvement of 7%, foreign currency translation contributed 4%
and organic sales improved 2%. Sales to international customers
represented approximately 47% of total sales in the current
period compared to 45% in the same period in 2007.
19
During the first six months, Fluid & Metering
Technologies contributed 45% of sales and 43% of operating
income; Health & Science Technologies accounted for
22% of sales and 19% of operating income; Dispensing Equipment
accounted for 14% of sales and 16% of operating income; and
Fire & Safety/Diversified Products represented 19% of
sales and 22% of operating income.
Fluid & Metering Technologies sales of
$348.3 million for the six months ended June 30, 2008
rose $70.5 million, or 25% compared with 2007, reflecting
7% organic growth, 16% for acquisitions and a 2% favorable
impact from foreign currency translation. Growth was driven by
continued global demand for infrastructure-related applications
and acquisition performance. In the first six months of 2008,
organic sales grew approximately 4% domestically and 11%
internationally. Organic business sales to customers outside the
U.S. were approximately 43% of total segment sales during
the first six months of 2008, compared to 41% in 2007.
Health & Science Technologies sales of
$170.9 million increased $7.8 million, or 5%, in the
first six months of 2008 compared with last years period.
This increase reflects a 3% increase for acquisitions and 2%
from favorable foreign currency translation. In the six month
period of 2008, organic sales decreased 1% domestically and were
essentially flat internationally. Organic business sales to
customers outside the U.S. were approximately 39% of total
segment sales in the first six months of both 2008 and 2007.
Dispensing Equipment sales of $106.6 million increased
$8.9 million, or 9% in the six month period of 2008
compared with 2007. This increase reflects a 1% decrease in
organic growth offset by 10% from favorable foreign currency
translation. In the second quarter of 2008, organic sales
decreased 21% domestically and increased 9% internationally.
Organic sales to customers outside the U.S. were
approximately 72% of total segment sales in the first six months
of 2008, compared with 65% in the comparable quarter of 2007.
Fire & Safety/Diversified Products sales of
$145.9 million increased $3.9 million, or 3% in the
first six months of 2008 compared with 2007. This increase
reflects a 1% decrease in organic business volume offset by 4%
from favorable foreign currency translation. The engineered band
clamping business as well as rescue business achieved strong
growth, offset by weak demand in the North American fire
suppression market. In the first six months of 2008, organic
business sales decreased 7% domestically and increased 5%
internationally. Organic sales to customers outside the
U.S. were approximately 50% of total segment sales during
the first six months of 2008, compared to 47% in 2007.
Gross profit of $318.4 million in the first six months of
2008 increased $31.2 million, or 11% from 2007. Gross
profit as a percent of sales was 41.4% in 2008 and 42.4% in
2007. The decrease in gross margin primarily reflects product
mix, higher material costs and the effect from recent
acquisitions.
SG&A expenses increased to $176.5 million in the first
six months of 2008 from $156.8 million in 2007. This
increase reflects $13.1 million of incremental costs
associated with recent acquisitions and $6.6 million for
volume-related expenses. As a percent of sales, SG&A
expenses were 22.9% for 2008 and 23.2% for 2007.
Operating income increased $11.5 million, or 9%, to
$141.9 million in the first six months of 2008 from
$130.4 million in 2007, primarily reflecting higher
volumes, partially offset by increased SG&A expenses. Six
month operating margins were 18.5% of sales, 70 basis
points lower than the same period of 2007. The decrease was
driven primarily by the impact of acquisitions. In the
Fluid & Metering Technologies Segment, operating
income of $68.9 million in the first six months of 2008 was
up from the $59.9 million recorded in 2007 principally due
to strong global demand for process control and
infrastructure-related applications. Operating margins within
the Fluid & Metering Technologies Segment of 19.8% in
the current period were down from 21.6% in 2007, due to the
impact of recent acquisitions. In the Health & Science
Technologies Segment, operating income of $31.1 million and
operating margins of 18.2% in the first six months of 2008 were
up from the $29.0 million and 17.8% recorded in 2007
principally due to favorable product mix. In the Dispensing
Equipment Segment, operating income of $25.5 million and
operating margins of 23.9% in the first six months of 2008 were
down from the $26.0 million and 26.5% recorded in 2007, due
to foreign currency translation and selective material cost
increases. Operating income and operating margins in the
Fire & Safety/Diversified Products Segment of
$36.3 million and 24.9%, respectively, were higher than the
$33.5 million and 23.6% recorded in 2007, due primarily to
favorable product mix.
Interest expense decreased to $9.8 million in 2008 from
$12.4 million in 2007. The decrease was due to a lower
interest rate environment and the refinancing of the
$150 million senior notes to a lower interest rate.
20
The provision for income taxes from continuing operations is
based upon estimated annual tax rates for the year applied to
federal, state and foreign income. The provision for income
taxes increased to $45.9 million in the first six months of
2008 from $40.4 million in 2007. The effective tax rate of
34.4% in the six months of 2008 was compared to 33.9% in the
same period of 2007. The increase was due to the non-renewal of
the research and development tax credit, the mix of global
pre-tax income among jurisdictions and non-recurring favorable
discrete items in the first six months of 2007.
Income from continuing operations for the current period was
$87.4 million, 11% higher than the $78.7 million
earned in the same period of 2007. Diluted earnings per share
from continuing operations in the first six months of 2008 of
$1.06 increased $0.10, or 10%, compared with the six months of
2007.
Loss from discontinued operations for 2007 was
$0.4 million, which resulted from operations for Halox.
Net income for the current period of $87.4 million
increased from the $78.3 million earned in the first six
months of 2007, which included a loss from discontinued
operations of $0.4 million. Diluted earnings per share in
the first six months of 2008 of $1.06 increased $0.10, or 10%,
compared with the same period of 2007.
Liquidity
and Capital Resources
At June 30, 2008, working capital was $351.3 million
and our current ratio was 2.5 to 1. Cash flows from operating
activities increased $14.2 million, or 18%, to
$93.8 million in the first six months of 2008 mainly due to
the improved operating results discussed above.
Cash flows provided by operations were more than adequate to
fund capital expenditures of $13.2 million and
$12.8 million in the first six months of 2008 and 2007,
respectively. Capital expenditures were generally for machinery
and equipment that improved productivity and tooling to support
the global sourcing initiatives, although a portion was for
business system technology and replacement of equipment and
facilities. Management believes that the Company has ample
capacity in its plants and equipment to meet expected needs for
future growth in the intermediate term.
The Company acquired ADS in January 2008 for cash consideration
of $156.4 million. Approximately $155.0 million of the
cash payment was financed by borrowings under the Companys
credit facility, of which $140.0 million was reflected as
restricted cash at December 31, 2007.
The Company maintains a $600.0 million unsecured domestic,
multi-currency bank revolving credit facility (Credit
Facility), which expires on December 21, 2011. At
June 30, 2008 there was $301.0 million outstanding
under the Credit Facility and outstanding letters of credit
totaled approximately $7.5 million. The net available
borrowing under the Credit Facility as of June 30, 2008,
was approximately $291.5 million. Interest is payable
quarterly on the outstanding borrowings at the bank agents
reference rate. Interest on borrowings based on LIBOR plus an
applicable margin is payable on the maturity date of the
borrowing, or quarterly from the effective date for borrowings
exceeding three months. The applicable margin is based on the
Companys senior, unsecured, long-term debt rating and can
range from 24 basis points to 50 basis points. Based
on the Companys BBB rating at June 30, 2008, the
applicable margin was 40 basis points. An annual Credit
Facility fee, also based on the Companys credit rating, is
currently 10 basis points and is payable quarterly. During
the first six months the Company had one interest rate swap
expiring in January 2011, which effectively converted
$250.0 million of floating rate debt into fixed rate debt
at an interest rate of 3.25%.
We also have a one-year, renewable $30.0 million demand
line of credit (Short-Term Facility), which expires
on December 12, 2008. Borrowings under the Short-Term
Facility are at LIBOR plus an applicable margin. At
June 30, 2008, there were no borrowings outstanding under
this facility.
On February 15, 2008, the Company retired its
$150.0 million senior notes using proceeds available under
the Companys Credit Facility.
On April 18, 2008, the Company completed a
$100.0 million senior bank term loan agreement (Term Loan)
with covenants consistent with the existing Credit Facility and
a maturity on December 21, 2011. At June 30, 2008,
there was $100.0 million outstanding under the Term Loan
with $5.0 million included within short term borrowings.
Interest under the Term Loan is based on the bank agents
reference rate or LIBOR plus an applicable margin and is
21
payable at the end of the selected interest period, but at least
quarterly. The applicable margin is based on the Companys
senior, unsecured, long-term debt rating and can range from 45
to 100 basis points. Based on the Companys current
debt rating, the applicable margin is 80 basis points. The
Term Loan requires repayments in April of 2009, 2010, and 2011
of $5.0 million, $5.0 million and $7.5 million,
respectively, with the remaining balance due on
December 21, 2011. The Company used the proceeds of the
term loan to pay down existing debt outstanding under the Credit
Facility.
On April 21, 2008, the Companys Board of Directors
authorized the repurchase of up to $125.0 million of its
outstanding common shares. Repurchases under the new program
will be funded with future cash flow generation, and made time
to time in either the open market or through private
transactions. The timing, volume, and nature of share
repurchases will be at the discretion of management, dependent
on market conditions, other priorities for cash investment,
applicable securities laws, and other factors, and may be
suspended or discontinued at any time.
We believe for the next 12 months that cash flow from
operations and our availability under the Credit Facility will
be sufficient to meet our operating requirements, interest on
all borrowings, required debt repayments, any authorized share
repurchases, planned capital expenditures, and annual dividend
payments to holders of common stock. In the event that suitable
businesses are available for acquisition upon terms acceptable
to the Board of Directors, we may obtain all or a portion of the
financing for the acquisitions through the incurrence of
additional long-term borrowings.
|
|
Item 3.
|
Quantitative
and Qualitative Disclosures About Market Risk.
|
The Company is subject to market risk associated with changes in
foreign currency exchange rates and interest rates. We may, from
time to time, enter into foreign currency forward contracts and
interest rate swaps on our debt when we believe there is a
financial advantage for doing so. A treasury risk management
policy, adopted by the Board of Directors, describes the
procedures and controls over derivative financial and commodity
instruments, including foreign currency forward contracts and
interest rate swaps. Under the policy, we do not use derivative
financial or commodity instruments for trading purposes, and the
use of these instruments is subject to strict approvals by
senior officers. Typically, the use of derivative instruments is
limited to foreign currency forward contracts and interest rate
swaps on the Companys outstanding long-term debt. The
Companys exposure related to derivative instruments is, in
the aggregate, not material to its financial position, results
of operations or cash flows.
The Companys foreign currency exchange rate risk is
limited principally to the Euro, British Pound, Canadian Dollar
and Chinese Yuan. We manage our foreign exchange risk
principally through invoicing our customers in the same currency
as the source of our products. The effect of transaction gains
and losses is reported within Other
income/expense-net on the Consolidated Statements of
Operations. At June 30, 2008 the Company had two foreign
currency contracts equal to an aggregate notional amount of
$3.7 million.
The Companys interest rate exposure is primarily related
to the $410.7 million of total debt outstanding at
June 30, 2008. The majority of the debt is priced at
interest rates that float with the market. In order to mitigate
this interest exposure, in March 2008, the Company entered into
an interest rate exchange agreement that effectively converted
$250 million of our floating-rate Credit Facility debt to a
fixed-rate of 3.25%. A 50-basis point movement in the interest
rate on the remaining $160.7 million floating rate debt
would result in an approximate $0.8 million annualized
increase or decrease in interest expense and cash flows.
|
|
Item 4.
|
Controls
and Procedures.
|
The Company maintains disclosure controls and procedures that
are designed to ensure that information required to be disclosed
in the Companys Exchange Act reports is recorded,
processed, summarized and reported within the time periods
specified in the SECs rules and forms, and that such
information is accumulated and communicated to the
Companys management, including its Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. In designing and
evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management is
required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
22
As required by SEC
Rule 13a-15(b),
the Company carried out an evaluation, under the supervision and
with the participation of the Companys management,
including the Companys Chief Executive Officer and the
Companys Chief Financial Officer, of the effectiveness of
the design and operation of the Companys disclosure
controls and procedures as of the end of the period covered by
this report. Based on the foregoing, the Companys Chief
Executive Officer and Chief Financial Officer concluded that the
Companys disclosure controls and procedures were effective.
There has been no change in the Companys internal controls
over financial reporting during the Companys most recent
fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Companys internal
controls over financial reporting.
PART II.
OTHER INFORMATION
|
|
Item 1.
|
Legal
Proceedings.
|
The Company and five of its subsidiaries have been named as
defendants in a number of lawsuits claiming various
asbestos-related personal injuries, allegedly as a result of
exposure to products manufactured with components that contained
asbestos. Such components were acquired from third party
suppliers, and were not manufactured by any of the subsidiaries.
To date, all of the Companys settlements and legal costs,
except for costs of coordination, administration, insurance
investigation and a portion of defense costs, have been covered
in full by insurance subject to applicable deductibles. However,
the Company cannot predict whether and to what extent insurance
will be available to continue to cover such settlements and
legal costs, or how insurers may respond to claims that are
tendered to them.
Claims have been filed in Alabama, California, Connecticut,
Delaware, Florida, Georgia, Illinois, Louisiana, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
Nevada, New Jersey, New Mexico, New York, Ohio, Oklahoma,
Oregon, Pennsylvania, Rhode Island, South Carolina, Texas, Utah,
Virginia, Washington, West Virginia and Wyoming. Most of the
claims resolved to date have been dismissed without payment. The
balance have been settled for various insignificant amounts.
Only one case has been tried, resulting in a verdict for the
Companys business unit.
No provision has been made in the financial statements of the
Company, other than for insurance deductibles in the ordinary
course, and the Company does not currently believe the
asbestos-related claims will have a material adverse effect on
the Companys business, financial position, results of
operations or cash flow.
The Company is also party to various other legal proceedings
arising in the ordinary course of business, none of which is
expected to have a material adverse effect on its business,
financial condition, results of operations or cash flow.
|
|
Item 2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of
|
|
|
Maximum Dollar
|
|
|
|
|
|
|
|
|
|
Shares Purchased as
|
|
|
Value that May Yet
|
|
|
|
|
|
|
|
|
|
Part of Publicly
|
|
|
be Purchased Under
|
|
|
|
Total Number of
|
|
|
Average Price
|
|
|
Announced Plans
|
|
|
the Plans
|
|
Period
|
|
Shares Purchased
|
|
|
Paid per Share
|
|
|
or
Programs(1)
|
|
|
or
Programs(1)
|
|
|
April 1, 2008 to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
125,000,000
|
|
May 1, 2008 to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
125,000,000
|
|
June 1, 2008 to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
125,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
125,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
On April 21, 2008, IDEXs Board of Directors
authorized the repurchase of up to $125.0 million of its
outstanding common shares either in the open market or through
private transactions. |
23
|
|
Item 4.
|
Submission
of Matters to a vote of Security Holders.
|
The Company held its Annual Shareholders Meeting on
Tuesday, April 8, 2008 and voted on three matters. The
first matter was the election of three directors to serve a
three-year term on the Board of Directors of IDEX Corporation.
The following persons received a plurality of votes cast for
Class I directors.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broker
|
|
Director
|
|
For
|
|
|
Withheld
|
|
|
Non-Votes
|
|
|
Bradley J. Bell
|
|
|
76,189,832
|
|
|
|
994,940
|
|
|
|
0
|
|
Lawrence D. Kingsley
|
|
|
76,152,363
|
|
|
|
1,032,409
|
|
|
|
0
|
|
Gregory F. Milzcik
|
|
|
76,463,586
|
|
|
|
721,186
|
|
|
|
0
|
|
Secondly, shareholders voted on a proposal to approve the
amendment and restatement of the IDEX Corporation incentive
award plan. The proposal received a majority of the votes cast
as follows:
|
|
|
|
|
Affirmative votes
|
|
|
62,001,241
|
|
Negative votes
|
|
|
10,264,706
|
|
Abstentions
|
|
|
876,543
|
|
Broker non-votes
|
|
|
0
|
|
Thirdly, shareholders voted on a proposal to appoint
Deloitte & Touche LLP as auditors. The proposal
received a majority of the votes cast as follows:
|
|
|
|
|
Affirmative votes
|
|
|
77,031,816
|
|
Negative votes
|
|
|
137,857
|
|
Abstentions
|
|
|
15,026
|
|
Broker non-votes
|
|
|
0
|
|
|
|
Item 5.
|
Other
Information.
|
There has been no material change to the procedures by which
security holders may recommend nominees to the Companys
board.
The exhibits listed in the accompanying
Exhibit Index are filed as part of this report.
24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
IDEX Corporation
Dominic A. Romeo
Vice President and Chief Financial Officer
(duly authorized principal financial officer)
August 7, 2008
25
EXHIBIT INDEX
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
3
|
.1
|
|
Restated Certificate of Incorporation of IDEX Corporation
(formerly HI, Inc.) (incorporated by reference to
Exhibit No. 3.1 to the Registration Statement on
Form S-1
of IDEX, et al., Registration
No. 33-21205,
as filed on April 21, 1988)
|
|
3
|
.1(a)
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|
Amendment to Restated Certificate of Incorporation of IDEX
Corporation (formerly HI, Inc.), (incorporated by reference to
Exhibit No. 3.1(a) to the Quarterly Report of IDEX on
Form 10-Q
for the quarter ended March 31, 1996, Commission File
No. 1-10235)
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|
3
|
.1(b)
|
|
Amendment to Restated Certificate of Incorporation of IDEX
Corporation (incorporated by reference to
Exhibit No. 3.1(b) to the Current Report of IDEX on
Form 8-K
dated March 24, 2005, Commission File
No. 1-10235)
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|
3
|
.2
|
|
Amended and Restated By-Laws of IDEX Corporation (incorporated
by reference to Exhibit No. 3.2 to Post-Effective
Amendment No. 2 to the Registration Statement on
Form S-1
of IDEX, et al., Registration
No. 33-21205,
as filed on July 17, 1989)
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|
3
|
.2(a)
|
|
Amended and Restated Article III, Section 13 of the
Amended and Restated By-Laws of IDEX Corporation (incorporated
by reference to Exhibit No. 3.2(a) to Post-Effective
Amendment No. 3 to the Registration Statement on
Form S-1
of IDEX, et al., Registration
No. 33-21205,
as filed on February 12, 1990)
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|
4
|
.1
|
|
Restated Certificate of Incorporation and By-Laws of IDEX
Corporation (filed as Exhibits No. 3.1 through 3.2(a))
|
|
4
|
.2
|
|
Specimen Certificate of Common Stock of IDEX Corporation
(incorporated by reference to Exhibit No. 4.3 to the
Registration Statement on
Form S-2
of IDEX, et al., Registration
No. 33-42208,
as filed on September 16, 1991)
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|
4
|
.3
|
|
Credit Agreement, dated as of December 21, 2006, among IDEX
Corporation, Bank of America N.A. as Agent and Issuing Bank, and
the other financial institutions party hereto (incorporated by
reference to Exhibit No. 10.1 to the Current Report of
IDEX on
Form 8-K
dated December 22, 2006, Commission File
No. 1-10235)
|
|
4
|
.4
|
|
Credit Lyonnais Uncommitted Line of Credit, dated as of
December 3, 2001 (incorporated by reference to
Exhibit 4.6 to the Annual Report of IDEX on
Form 10-K
for the year ended December 31, 2001, Commission File
No. 1-10235)
|
|
4
|
.4(a)
|
|
Amendment No. 8 dated as of December 12, 2007 to the
Credit Lyonnais Uncommitted Line of Credit Agreement dated
December 3, 2001 (incorporated by reference to
Exhibit No. 4.6(a) to the Annual Report of IDEX on
Form 10-K
for the year ended December 31, 2007, Commission File
No. 1-10235)
|
|
4
|
.5
|
|
Term Loan Agreement, dated April 18, 2008, among IDEX
Corporation, Bank of America N.A. as Agent, and the other
financial institutions party hereto (incorporated by reference
to Exhibit No. 10.1 to the Current Report of IDEX on
Form 8-K
dated April 18, 2008, Commission File
No. 1-10235)
|
|
10
|
.1
|
|
First Amendment to Stock Purchase Agreement, dated
December 28, 2007, by and between Nova Holdings, LLC and
IDEX Corporation (incorporated by reference to Exhibit 10.1
to the Current Report of IDEX Corporation on
Form 8-K,
dated January 7, 2008, Commission File
No. 1-10235)
|
|
10
|
.2
|
|
IDEX Corporation Incentive Award Plan (as Amended and Restated)
(incorporated by reference to Appendix A of the Proxy
Statement of IDEX Corporation, filed March 7, 2008,
Commission File
No. 1-10235)
|
|
10
|
.3
|
|
IDEX Corporation Restricted Stock Award Agreement with Lawrence
Kingsley, dated April 8, 2008 (incorporated by reference to
Exhibit 10.2 to the Current Report of IDEX Corporation on
Form 8-K,
dated April 8, 2008, Commission File
No. 1-10235)
|
|
10
|
.4
|
|
IDEX Corporation Restricted Stock Award Agreement with Dominic
Romeo, dated April 8, 2008 (incorporated by reference to
Exhibit 10.3 to the Current Report of IDEX Corporation on
Form 8-K,
dated April 8, 2008, Commission File
No. 1-10235)
|
|
10
|
.5
|
|
Form of IDEX Corporation Restricted Stock Award Agreement, dated
April 8, 2008 (incorporated by reference to
Exhibit 10.4 to the Current Report of IDEX Corporation on
Form 8-K,
dated April 8, 2008, Commission File
No. 1-10235)
|
|
*31
|
.1
|
|
Certification of Chief Executive Officer Pursuant to
Rule 13a-14(a)
or
Rule 15d-14(a)
|
|
*31
|
.2
|
|
Certification of Chief Financial Officer Pursuant to
Rule 13a-14(a)
or
Rule 15d-14(a)
|
|
*32
|
.1
|
|
Certification pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code
|
|
*32
|
.2
|
|
Certification pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code
|
26
EX-31.1
Exhibit 31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Lawrence D. Kingsley, certify that:
1. I have reviewed this quarterly report on Form 10-Q of IDEX Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and we have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
b) Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation;
and
d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrants internal control over financial
reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrants internal control over financial reporting.
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|
|
|
|
August 7, 2008
|
|
/s/ Lawrence D. Kingsley |
|
|
|
|
Lawrence D. Kingsley
|
|
|
|
|
Chairman, President and Chief Executive Officer |
|
|
EX-31.2
Exhibit 31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Dominic A. Romeo, certify that:
1. I have reviewed this quarterly report on Form 10-Q of IDEX Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and we have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
b) Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation;
and
d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrants internal control over financial
reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrants internal control over financial reporting.
|
|
|
|
|
August 7, 2008
|
|
/s/ Dominic A. Romeo |
|
|
|
|
Dominic A. Romeo
|
|
|
|
|
Vice President and Chief Financial Officer |
|
|
EX-32.1
Exhibit 32.1
Certification of Chief Executive Officer
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the
undersigned officer of IDEX Corporation (the Company) hereby certifies, to such officers
knowledge, that:
(i) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly
period ended June 30, 2008 (the Report) fully complies with the requirements
of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of
1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
|
|
|
|
|
August 7, 2008
|
|
/s/ Lawrence D. Kingsley |
|
|
|
|
Lawrence D. Kingsley
|
|
|
|
|
Chairman, President and Chief Executive Officer |
|
|
EX-32.2
Exhibit 32.2
Certification of Chief Financial Officer
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the
undersigned officer of IDEX Corporation (the Company) hereby certifies, to such officers
knowledge, that:
(i) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly
period ended June 30, 2008 (the Report) fully complies with the requirements
of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of
1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
|
|
|
|
|
August 7, 2008
|
|
/s/ Dominic A. Romeo |
|
|
|
|
Dominic A. Romeo
|
|
|
|
|
Vice President and Chief Financial Officer |
|
|