UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
Form 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| For the quarterly period ended | ||||||||
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| For the transition period from | to | |||||||
Commission file number 1-10235
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
Registrant’s telephone number: (847 ) 498-7070
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company | |||||||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | ||||||||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
Number of shares of common stock of IDEX Corporation outstanding as of April 22, 2021: 75,931,032 .
TABLE OF CONTENTS
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 6. | ||||||||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
IDEX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except share and per share amounts)
(unaudited)
| March 31, 2021 | December 31, 2020 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Receivables, less allowance for doubtful accounts of $ | |||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment - net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets - net | |||||||||||
| Other noncurrent assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Trade accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Short-term borrowings | |||||||||||
| Dividends payable | |||||||||||
| Total current liabilities | |||||||||||
| Long-term borrowings | |||||||||||
| Deferred income taxes | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Shareholders’ equity | |||||||||||
| Preferred stock: | |||||||||||
Authorized: | |||||||||||
| Common stock: | |||||||||||
Authorized: | |||||||||||
Issued: | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
Treasury stock at cost: | ( | ( | |||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
1
IDEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share amounts)
(unaudited)
| Three Months Ended March 31, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| Net sales | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||
| Gross profit | ||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||
| Restructuring expenses and asset impairments | ||||||||||||||
| Operating income | ||||||||||||||
| Other (income) expense - net | ( | |||||||||||||
| Interest expense | ||||||||||||||
| Income before income taxes | ||||||||||||||
| Provision for income taxes | ||||||||||||||
| Net income | ||||||||||||||
| Net (income) loss attributable to noncontrolling interest | ||||||||||||||
| Net income attributable to IDEX | $ | $ | ||||||||||||
| Earnings per common share: | ||||||||||||||
| Basic earnings per common share attributable to IDEX | $ | $ | ||||||||||||
| Diluted earnings per common share attributable to IDEX | $ | $ | ||||||||||||
| Share data: | ||||||||||||||
| Basic weighted average common shares outstanding | ||||||||||||||
| Diluted weighted average common shares outstanding | ||||||||||||||
See Notes to Condensed Consolidated Financial Statements
2
IDEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
| Three Months Ended March 31, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| Net income | $ | $ | ||||||||||||
| Other comprehensive income (loss): | ||||||||||||||
Reclassification adjustments for derivatives, net of tax | ||||||||||||||
Pension and other postretirement adjustments, net of tax | ||||||||||||||
Cumulative translation adjustment | ( | ( | ||||||||||||
Other comprehensive income (loss) | ( | ( | ||||||||||||
| Comprehensive income | ||||||||||||||
| Comprehensive (income) loss attributable to noncontrolling interest | ||||||||||||||
| Comprehensive income attributable to IDEX | $ | $ | ||||||||||||
See Notes to Condensed Consolidated Financial Statements
3
IDEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(in thousands except share amounts)
(unaudited)
| Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock and Additional Paid-In Capital | Retained Earnings | Cumulative Translation Adjustment | Retirement Benefits Adjustment | Cumulative Unrealized Gain (Loss) on Derivatives | Treasury Stock | Total Shareholders’ Equity | Noncontrolling Interest | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Cumulative translation adjustment | — | — | ( | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Net change in retirement obligations (net of tax of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Net change on derivatives designated as cash flow hedges (net of tax of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares surrendered for tax withholding | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2021 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||||||||
| Common Stock and Additional Paid-In Capital | Retained Earnings | Cumulative Translation Adjustment | Retirement Benefits Adjustment | Cumulative Unrealized Gain (Loss) on Derivatives | Treasury Stock | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||
| Balance, December 31, 2019 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Cumulative translation adjustment | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
Net change in retirement obligations (net of tax of $ | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Net change on derivatives designated as cash flow hedges (net of tax of $ | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Issuance of | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Repurchase of | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Shares surrendered for tax withholding | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2020 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
4
IDEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Asset impairments | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of intangible assets | |||||||||||
| Amortization of debt issuance expenses | |||||||||||
| Share-based compensation expense | |||||||||||
| Deferred income taxes | |||||||||||
| Non-cash interest expense associated with forward starting swaps | |||||||||||
| Changes in (net of the effect from acquisitions): | |||||||||||
| Receivables | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Other current assets | ( | ||||||||||
| Trade accounts payable | |||||||||||
| Deferred revenue | |||||||||||
| Accrued expenses | ( | ( | |||||||||
| Other - net | ( | ( | |||||||||
| Net cash flows provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Acquisition of businesses, net of cash acquired | ( | ( | |||||||||
| Proceeds from disposal of fixed assets | |||||||||||
| Other - net | ( | ||||||||||
| Net cash flows used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Borrowings under revolving credit facilities | |||||||||||
| Dividends paid | ( | ( | |||||||||
| Proceeds from stock option exercises | |||||||||||
| Repurchases of common stock | ( | ||||||||||
| Shares surrendered for tax withholding | ( | ( | |||||||||
| Other - net | ( | ( | |||||||||
| Net cash flows used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||||||||
| Net decrease in cash | ( | ( | |||||||||
| Cash and cash equivalents at beginning of year | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental cash flow information | |||||||||||
| Cash paid for: | |||||||||||
| Interest | $ | $ | |||||||||
| Income taxes | |||||||||||
See Notes to Condensed Consolidated Financial Statements
5
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
1. Basis of Presentation and Significant Accounting Policies
The Condensed Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in this report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Recently Adopted Accounting Standards
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes, which eliminates the need to analyze whether the following apply in a given period (1) exception to the incremental approach for intraperiod tax allocation, (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. This ASU is also designed to improve the application of income tax-related guidance and simplify GAAP for (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-up in the tax basis of goodwill, (3) separate financial statements of legal entities that are not subject to tax and (4) enacted changes in tax laws in interim periods. The Company adopted this standard on January 1, 2021. The adoption of this standard did not have an impact on the Company’s condensed consolidated financial statements.
2. Acquisitions and Divestitures
All of the Company’s acquisitions of businesses have been accounted for under Accounting Standards Codification (“ASC”) 805, Business Combinations. Accordingly, the accounts of the acquired companies, after adjustments to reflect the fair values assigned to assets and liabilities, have been included in the Company’s condensed consolidated financial statements from their respective dates of acquisition. The results of operations of the acquired companies have been included in the Company’s condensed consolidated results since the date of each acquisition.
The Company incurred acquisition-related transaction costs of $1.4 million and $1.1 million in the three months ended March 31, 2021 and 2020, respectively. These costs were recorded in Selling, general and administrative expenses and were related to completed transactions, pending transactions and potential transactions, including transactions that ultimately were not completed. The Company also recorded a $0.7 million fair value inventory step-up charge associated with the completed 2021 acquisition of ABEL described below. This charge was recorded in Cost of sales during the three months ended March 31, 2021 and the remainder of the charge will be recorded in Cost of sales during the second quarter of 2021.
2021 Acquisition
On March 10, 2021, the Company acquired the stock of ABEL Pumps, L.P. and certain of its affiliates (“ABEL”). ABEL designs and manufactures highly engineered reciprocating positive displacement pumps for a variety of end markets, including mining, marine, power, water, wastewater and other general industries. Headquartered in Büchen, Germany, with sales and service locations in Madrid, Spain and Pittsburgh, Pennsylvania, ABEL operates in the Company’s Pumps reporting unit within the Fluid & Metering Technologies segment. ABEL was acquired for cash consideration of $106.2 million. The entire purchase price was funded with cash on hand. Goodwill and intangible assets recognized as part of this transaction were $59.0 million and $46.0 million, respectively. The goodwill is not deductible for tax purposes.
The Company made an initial allocation of the purchase price for the ABEL acquisition as of the acquisition date based on its understanding of the fair value of the acquired assets and assumed liabilities. These nonrecurring fair value measurements are classified as Level 3 in the fair value hierarchy. As the Company continues to obtain additional information about these assets and liabilities, including intangible asset appraisals, inventory valuation and accrued expenses, and continues to learn
6
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
more about the newly acquired business, the Company will refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. The Company will continue to make required adjustments to the purchase price allocation prior to the completion of the measurement period.
The preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:
| (In thousands) | Total | ||||
| Current assets, net of cash acquired | $ | ||||
| Property, plant and equipment | |||||
| Goodwill | |||||
| Intangible assets | |||||
| Other noncurrent assets | |||||
| Total assets acquired | |||||
| Current liabilities | ( | ||||
| Deferred income taxes | ( | ||||
| Other noncurrent liabilities | ( | ||||
Net assets acquired | $ | ||||
Acquired intangible assets consist of trade names, customer relationships and unpatented technology. The goodwill recorded for the acquisition reflects the strategic fit, revenue and earnings growth potential of this business.
The acquired intangible assets and weighted average amortization periods are as follows:
| (In thousands, except weighted average life) | Total | Weighted Average Life | |||||||||
| Trade names | $ | ||||||||||
| Customer relationships | |||||||||||
| Unpatented technology | |||||||||||
| Acquired intangible assets | $ | ||||||||||
2020 Acquisitions
On February 28, 2020, the Company acquired the stock of Flow MD, a privately held provider of flow measurement systems that ensure custody transfer accuracy in the oil and gas industry. Flow MD engineers and manufactures small volume provers. Headquartered in Phoenix, AZ, with operations in Houston, TX and Pittsburgh, PA, Flow MD operates in the Company’s Energy group within the Fluid & Metering Technologies segment. Flow MD was acquired for cash consideration of $121.2 million. The entire purchase price was funded with cash on hand. Goodwill and intangible assets recognized as part of this transaction were $60.0 53.0 million, respectively. The goodwill is deductible for tax purposes.
The Company finalized the allocation of the purchase price for the Flow MD acquisition as of the acquisition date based on its understanding of the fair value of the acquired assets and assumed liabilities. These nonrecurring fair value measurements are classified as Level 3 in the fair value hierarchy.
7
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
The final allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:
| (In thousands) | Total | ||||
| Current assets, net of cash acquired | $ | ||||
| Property, plant and equipment | |||||
| Goodwill | |||||
| Intangible assets | |||||
| Other noncurrent assets | |||||
| Total assets acquired | |||||
| Current liabilities | ( | ||||
| Deferred income taxes | |||||
| Other noncurrent liabilities | ( | ||||
Net assets acquired (1) | $ | ||||
Acquired intangible assets consist of trade names, customer relationships and unpatented technology. The goodwill recorded for the acquisition reflects the strategic fit, revenue and earnings growth potential of this business.
The acquired intangible assets and weighted average amortization periods are as follows:
| (In thousands, except weighted average life) | Total | Weighted Average Life | |||||||||
| Trade names | $ | ||||||||||
| Customer relationships | |||||||||||
| Unpatented technology | |||||||||||
| Acquired intangible assets | $ | ||||||||||
On November 23, 2020, the Company acquired Qualtek Manufacturing, Inc. (“Qualtek”), a manufacturer of high quality specialty metal components and parts by providing vertically integrated tool and die, metal stamping and metal finishing services. Headquartered in Colorado Springs, CO, Qualtek operates in the Company’s BAND-IT reporting unit within the Fire & Safety/Diversified Products segment. Qualtek was acquired for cash consideration of $1.9 million. The entire purchase price was funded with cash on hand. Goodwill recognized as part of this transaction was $1.1
The Company finalized its allocation of the purchase price for the Qualtek acquisition as of the acquisition date based on its understanding of the fair value of the acquired assets. These nonrecurring fair value measurements are classified as Level 3 in the fair value hierarchy.
Divestitures
The Company periodically reviews its operations for businesses which may no longer be aligned with its strategic objectives and focuses on core business and customers. Any resulting gain or loss recognized due to divestitures is recorded within Loss (gain) on sale of businesses - net within Selling, general and administrative expenses.
8
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
3. Joint Venture
4. Business Segments
IDEX has three reportable business segments: Fluid & Metering Technologies, Health & Science Technologies and Fire & Safety/Diversified Products.
The Fluid & Metering Technologies (“FMT”) segment designs, produces and distributes positive displacement pumps, small volume provers, flow meters, injectors and other fluid-handling pump modules and systems and provides flow monitoring and other services for the food, chemical, general industrial, water and wastewater, agriculture and energy industries.
The Health & Science Technologies (“HST”) segment designs, produces and distributes a wide range of precision fluidics, rotary lobe pumps, centrifugal and positive displacement pumps, roll compaction and drying systems used in beverage, food processing, pharmaceutical and cosmetics, pneumatic components and sealing solutions, including very high precision, low-flow rate pumping solutions required in analytical instrumentation, clinical diagnostics and drug discovery, high performance molded and extruded sealing components, custom mechanical and shaft seals for a variety of end markets including food and beverage, marine, chemical, wastewater and water treatment, engineered hygienic mixers and valves for the global biopharmaceutical industry, biocompatible medical devices and implantables, air compressors used in medical, dental and industrial applications, optical components and coatings for applications in the fields of scientific research, defense, biotechnology, aerospace, telecommunications and electronics manufacturing, laboratory and commercial equipment used in the production of micro and nano scale materials, precision photonic solutions used in life sciences, research and defense markets and precision gear and peristaltic pump technologies that meet exacting original equipment manufacturer specifications.
The Fire & Safety/Diversified Products (“FSDP”) segment designs, produces and develops firefighting pumps, valves and controls, rescue tools, lifting bags and other components and systems for the fire and rescue industry, engineered stainless steel banding and clamping devices used in a variety of industrial and commercial applications and precision equipment for dispensing, metering and mixing colorants and paints used in a variety of retail and commercial businesses around the world.
9
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
| Three Months Ended March 31, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| Net sales | ||||||||||||||
| Fluid & Metering Technologies | ||||||||||||||
| External customers | $ | $ | ||||||||||||
| Intersegment sales | ||||||||||||||
| Total segment sales | ||||||||||||||
| Health & Science Technologies | ||||||||||||||
| External customers | ||||||||||||||
| Intersegment sales | ||||||||||||||
| Total segment sales | ||||||||||||||
| Fire & Safety/Diversified Products | ||||||||||||||
| External customers | ||||||||||||||
| Intersegment sales | ||||||||||||||
| Total segment sales | ||||||||||||||
| Intersegment elimination | ( | ( | ||||||||||||
| Total net sales | $ | $ | ||||||||||||
Operating income (loss) (1) | ||||||||||||||
| Fluid & Metering Technologies | $ | $ | ||||||||||||
| Health & Science Technologies | ||||||||||||||
| Fire & Safety/Diversified Products | ||||||||||||||
| Corporate office and other | ( | ( | ||||||||||||
| Total operating income | ||||||||||||||
| Interest expense | ||||||||||||||
| Other (income) expense - net | ( | |||||||||||||
| Income before income taxes | $ | $ | ||||||||||||
| March 31, 2021 | December 31, 2020 | ||||||||||
| Assets | |||||||||||
| Fluid & Metering Technologies | $ | $ | |||||||||
| Health & Science Technologies | |||||||||||
| Fire & Safety/Diversified Products | |||||||||||
| Corporate office and other | |||||||||||
| Total assets | $ | $ | |||||||||
(1) Segment operating income (loss) excludes net unallocated corporate operating expenses.
10
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
5. Revenue
IDEX is an applied solutions company specializing in the manufacture of fluid and metering technologies, health and science technologies and fire, safety and other diversified products built to customers’ specifications. The Company’s products include industrial pumps, provers, compressors, flow meters, injectors, valves and related controls for use in a wide variety of process applications; precision fluidics solutions, including pumps, valves, degassing equipment, corrective tubing, fittings and complex manifolds, optical filters and specialty medical equipment and devices for use in life science applications; precision-engineered equipment for dispensing, metering and mixing paints; and engineered products for industrial and commercial markets, including fire and rescue, transportation equipment, oil and gas, electronics and communications.
Revenue is recognized when control of products or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those products or providing those services. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. The Company determines the appropriate revenue recognition for contracts with customers by analyzing the type, terms and conditions of each contract or arrangement with a customer.
Disaggregation of Revenue
The Company has a comprehensive offering of products, including technologies, built to customers’ specifications that are sold in niche markets throughout the world. The Company disaggregates its revenue from contracts with customers by reporting unit and geographical region for each segment as the Company believes it best depicts how the amount, nature, timing and uncertainty of its revenue and cash flows are affected by economic factors. Revenue was attributed to geographical region based on the location of the customer. The following tables present the Company’s revenue disaggregated by reporting unit and geographical region.
11
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
Revenue by reporting unit for the three months ended March 31, 2021 and 2020 was as follows:
| Three Months Ended March 31, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| Energy | $ | $ | ||||||||||||
| Valves | ||||||||||||||
| Water | ||||||||||||||
| Pumps | ||||||||||||||
| Agriculture | ||||||||||||||
| Intersegment elimination | ( | ( | ||||||||||||
| Fluid & Metering Technologies | ||||||||||||||
| Scientific Fluidics & Optics | ||||||||||||||
| Sealing Solutions | ||||||||||||||
| Gast | ||||||||||||||
| Micropump | ||||||||||||||
| Material Processing Technologies | ||||||||||||||
| Intersegment elimination | ( | ( | ||||||||||||
| Health & Science Technologies | ||||||||||||||
| Fire & Safety | ||||||||||||||
| BAND-IT | ||||||||||||||
| Dispensing | ||||||||||||||
| Intersegment elimination | ( | ( | ||||||||||||
| Fire & Safety/Diversified Products | ||||||||||||||
| Total net sales | $ | $ | ||||||||||||
Revenue by geographical region for the three months ended March 31, 2021 and 2020 was as follows:
| Three Months Ended March 31, 2021 | |||||||||||||||||||||||
| FMT | HST | FSDP | IDEX | ||||||||||||||||||||
| U.S. | $ | $ | $ | $ | |||||||||||||||||||
| North America, excluding U.S. | |||||||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Asia | |||||||||||||||||||||||
Other (1) | |||||||||||||||||||||||
| Intersegment elimination | ( | ( | ( | ( | |||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
12
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
| Three Months Ended March 31, 2020 | |||||||||||||||||||||||
| FMT | HST | FSDP | IDEX | ||||||||||||||||||||
| U.S. | $ | $ | $ | $ | |||||||||||||||||||
| North America, excluding U.S. | |||||||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Asia | |||||||||||||||||||||||
Other (1) | |||||||||||||||||||||||
| Intersegment elimination | ( | ( | ( | ( | |||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
Contract Balances
The timing of revenue recognition, billings and cash collections can result in customer receivables, advance payments or billings in excess of revenue recognized. Customer receivables include both amounts billed and currently due from customers as well as unbilled amounts (contract assets) and are included in Receivables on the Company’s Condensed Consolidated Balance Sheets. Amounts are billed in accordance with contractual terms or as work progresses. Unbilled amounts arise when the timing of billing differs from the timing of revenue recognized, such as when contract provisions require specific milestones to be met before a customer can be billed. Unbilled amounts primarily relate to performance obligations satisfied over time when the cost-to-cost method (defined below) is utilized and the revenue recognized exceeds the amount billed to the customer as there is not yet a right to invoice in accordance with contractual terms. Unbilled amounts are recorded as a contract asset when the revenue associated with the contract is recognized prior to billing and derecognized when billed in accordance with the terms of the contract. Customer receivables are recorded at face amount less an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for expected losses as a result of customers’ inability to make required payments. Management evaluates the aging of customer receivable balances, the financial condition of its customers, historical trends and the time outstanding of specific balances to estimate the amount of customer receivables that may not be collected in the future and records the appropriate provision.
The composition of Customer receivables was as follows:
| March 31, 2021 | December 31, 2020 | ||||||||||
| Billed receivables | $ | $ | |||||||||
| Unbilled receivables | |||||||||||
| Total customer receivables | $ | $ | |||||||||
Advance payments, deposits and billings in excess of revenue recognized are included in Deferred revenue which is classified as current or noncurrent based on the timing of when the Company expects to recognize the revenue. The current portion is included in Accrued expenses and the noncurrent portion is included in Other noncurrent liabilities on the Company’s Condensed Consolidated Balance Sheets. Advance payments and deposits represent contract liabilities and are recorded when customers remit contractual cash payments in advance of us satisfying performance obligations under contractual arrangements, including those with performance obligations satisfied over time. The Company generally receives advance payments from customers related to maintenance services which the Company recognizes ratably over the service term. The Company also receives deposits from customers on certain orders which the Company recognizes as revenue at a point in time. Billings in excess of revenue recognized represent contract liabilities and primarily relate to performance obligations satisfied over time when the cost-to-cost method (defined below) is utilized and revenue cannot yet be recognized as the Company has not completed the corresponding performance obligation. Contract liabilities are derecognized when revenue is recognized and the performance obligation is satisfied.
13
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
The composition of Deferred revenue was as follows:
| March 31, 2021 | December 31, 2020 | ||||||||||
| Deferred revenue - current | $ | $ | |||||||||
| Deferred revenue - noncurrent | |||||||||||
| Total deferred revenue | $ | $ | |||||||||
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct product or service to the customer. A contract’s transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For contracts that require complex design, manufacturing and installation activities, certain performance obligations may not be separately identifiable from other performance obligations in the contract and, therefore, not distinct. As a result, the entire contract is accounted for as a single performance obligation. For contracts that include distinct products or services that are substantially the same and have the same pattern of transfer to the customer over time, they are recognized as a series of distinct products or services. Certain contracts have multiple performance obligations for which the Company allocates the transaction price to each performance obligation using an estimate of the standalone selling price of each distinct product or service in the contract. For product sales, each product sold to a customer generally represents a distinct performance obligation. In such cases, the observable standalone sales are used to determine the standalone selling price. In certain cases, the Company may be required to estimate standalone selling price using the expected cost plus margin approach, under which it forecasts the expected costs of satisfying a performance obligation and then add an appropriate margin for that distinct product or service.
The Company’s performance obligations are satisfied at a point in time or over time as work progresses. Performance obligations are supported by contracts with customers that provide a framework for the nature of the distinct product or service or bundle of products and services. The Company defines service revenue as revenue from activities that are not associated with the design, development or manufacture of a product or the delivery of a software license.
Revenue from products and services transferred to customers at a point in time approximated 96
Revenue from products and services transferred to customers over time approximated 4
As a significant change in one or more of these estimates could affect the profitability of the Company’s contracts, the Company reviews and updates its estimates regularly. 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. Such revisions to costs and income are recognized in the period in which the revisions are determined as a cumulative
14
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
catch-up adjustment. The impact of the adjustment on profit recorded to date on a contract is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, the Company recognizes provisions for estimated losses on incomplete contracts in the period in which such losses are determined.
The Company records allowances for discounts and product returns 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 (primarily assurance-type) 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.
6. Earnings Per Common Share
Earnings per common share (“EPS”) is 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, restricted stock and performance share units.
ASC 260, Earnings Per Share, concludes that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders. If awards are considered participating securities, the Company is required to apply the two-class method of computing basic and diluted earnings per share. The Company has determined that its outstanding shares of restricted stock are participating securities. Accordingly, EPS was computed using the two-class method prescribed by ASC 260.
Basic weighted average shares outstanding reconciles to diluted weighted average shares outstanding as follows:
| Three Months Ended March 31, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| Basic weighted average common shares outstanding | ||||||||||||||
| Dilutive effect of stock options, restricted stock and performance share units | ||||||||||||||
| Diluted weighted average common shares outstanding | ||||||||||||||
Options to purchase approximately 0.3 million and 0.6 million shares of common stock for the three months ended March 31, 2021 and 2020, respectively, were not included in the computation of diluted EPS because the effect of their inclusion would have been antidilutive.
7. Inventories
The components of inventories as of March 31, 2021 and December 31, 2020 were:
| March 31, 2021 | December 31, 2020 | ||||||||||
| Raw materials and component parts | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | $ | $ | |||||||||
Inventories are stated at the lower of cost or net realizable value. Cost, which includes material, labor and factory overhead, is determined on a first in, first out basis.
15
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
8. Goodwill and Intangible Assets
The changes in the carrying amount of goodwill for the three months ended March 31, 2021, by reportable business segment, were as follows:
| FMT | HST | FSDP | IDEX | ||||||||||||||||||||
| Goodwill | $ | $ | $ | $ | |||||||||||||||||||
| Accumulated goodwill impairment losses | ( | ( | ( | ( | |||||||||||||||||||
| Balance at December 31, 2020 | |||||||||||||||||||||||
| Foreign currency translation | ( | ( | ( | ( | |||||||||||||||||||
| Acquisitions | |||||||||||||||||||||||
| Disposition of businesses | ( | ( | |||||||||||||||||||||
| Acquisition adjustments | ( | ( | |||||||||||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | $ | |||||||||||||||||||
ASC 350, Goodwill and Other Intangible Assets, requires that goodwill be tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. In the first three months of 2021, there were no events or circumstances that would have required an interim impairment test. Annually, on October 31, goodwill and other acquired intangible assets with indefinite lives are tested for impairment. Based on the results of the Company’s annual impairment test at October 31, 2020, all reporting units had fair values in excess of their carrying values.
The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset at March 31, 2021 and December 31, 2020:
| At March 31, 2021 | At December 31, 2020 | ||||||||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net | Weighted Average Life | Gross Carrying Amount | Accumulated Amortization | Net | |||||||||||||||||||||||||||||||||||
| Amortized intangible assets: | |||||||||||||||||||||||||||||||||||||||||
| Patents | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Trade names | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Customer relationships | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Unpatented technology | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total amortized intangible assets | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Indefinite-lived intangible assets: | |||||||||||||||||||||||||||||||||||||||||
| Banjo trade name | — | — | |||||||||||||||||||||||||||||||||||||||
| Akron Brass trade name | — | — | |||||||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
The Banjo trade name and the Akron Brass trade name are indefinite-lived intangible assets which are tested for impairment on an annual basis in accordance with ASC 350 or more frequently if events or changes in circumstances indicate that the assets might be impaired. Based on the results of the Company’s annual impairment test at October 31, 2020, these indefinite-lived intangible assets had fair values in excess of their carrying values. In the first three months of 2021, there were no events or circumstances that would have required an interim impairment test on these indefinite-lived intangible assets. The Company uses the relief-from-royalty method, a form of the income approach, to determine the fair value of these trade names. The relief-from-royalty method is dependent on a number of significant management assumptions, including estimates of revenues, royalty rates and discount rates.
16
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
9. Accrued Expenses
The components of accrued expenses as of March 31, 2021 and December 31, 2020 were:
| March 31, 2021 | December 31, 2020 | ||||||||||
| Payroll and related items | $ | $ | |||||||||
| Management incentive compensation | |||||||||||
| Income taxes payable | |||||||||||
| Insurance | |||||||||||
| Warranty | |||||||||||
| Deferred revenue | |||||||||||
| Lease liability | |||||||||||
| Restructuring | |||||||||||
| Liability for uncertain tax positions | |||||||||||
| Accrued interest | |||||||||||
| Other | |||||||||||
| Total accrued expenses | $ | $ | |||||||||
10. Other Noncurrent Liabilities
The components of other noncurrent liabilities as of March 31, 2021 and December 31, 2020 were:
| March 31, 2021 | December 31, 2020 | ||||||||||
| Pension and retiree medical obligations | $ | $ | |||||||||
| Transition tax payable | |||||||||||
| Liability for uncertain tax positions | |||||||||||
| Deferred revenue | |||||||||||
| Lease liability | |||||||||||
| Other | |||||||||||
| Total other noncurrent liabilities | $ | $ | |||||||||
17
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
11. Borrowings
Borrowings at March 31, 2021 and December 31, 2020 consisted of the following:
| March 31, 2021 | December 31, 2020 | ||||||||||
| Other borrowings | |||||||||||
| Total borrowings | |||||||||||
| Less current portion | |||||||||||
| Less deferred debt issuance costs | |||||||||||
| Less unaccreted debt discount | |||||||||||
| Total long-term borrowings | $ | $ | |||||||||
On April 29, 2020, the Company completed a public offering of $500.0 million in aggregate principal amount of 3.0 % Senior Notes due 2030 (the “3.0 % Senior Notes”). The net proceeds from the offering were approximately $494.4 million, after deducting the issuance discount of $0.9 million, the underwriting commission of $3.3 million and offering expenses of $1.4 million. The net proceeds were used to redeem and repay the $300.0 million aggregate principal amount outstanding of its 4.5 % Senior Notes due December 15, 2020 and the related accrued interest and a make-whole redemption premium, with the balance used for general corporate purposes. The 3.0 % Senior Notes bear interest at a rate of 3.0 % per annum, which is payable semi-annually in arrears on May 1 and November 1 of each year. The 3.0 % Senior Notes mature on May 1, 2030.
The Company may redeem all or a portion of the 3.0 % Senior Notes at any time prior to maturity at the redemption prices set forth in the Note Indenture (“Indenture”) governing the 3.0 % Senior Notes. The Indenture and 3.0 % Notes contain covenants that limit the Company’s ability to, among other things, incur certain liens securing indebtedness, engage in certain sale-leaseback transactions and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of the Company’s assets. The terms of the 3.0 % Senior Notes also require the Company to make an offer to repurchase the 3.0 % Senior Notes upon a change of control triggering event (as defined in the Indenture) at a price equal to 101 % of the principal amount plus accrued and unpaid interest, if any. The Indenture also provides for customary events of default, which include nonpayment, breach of covenants in the Indenture and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or holders of at least 25 % of the then outstanding 3.0 % Senior Notes may declare the principal amount of all of the 3.0 % Senior Notes to be due and payable immediately.
On April 27, 2020, the Company provided notice of its election to redeem early, on May 27, 2020, the $300.0 million aggregate principal amount outstanding of its 4.5 % Senior Notes at a redemption price of $300.0 million plus a make-whole redemption premium of $6.8 million and accrued and unpaid interest of $6.1 million using proceeds from the Company’s 3.0 % Senior Notes. In addition, the Company recognized the remaining $1.4 million of the pre-tax amount included in Accumulated other comprehensive income (loss) in shareholders’ equity related to the interest rate exchange agreement associated with the 4.5 % Senior Notes and wrote off the remaining $0.1 million of deferred issuance costs and $0.1 million of the debt issuance discount associated with the 4.5 % Senior Notes for a total loss on early debt redemption of $8.4 million which was recorded within Other (income) expense - net in the Condensed Consolidated Statements of Operations during the three months ended June 30, 2020.
On May 31, 2019, the Company entered into a credit agreement (the “Credit Agreement”) along with certain of its subsidiaries, as borrowers (the “Borrowers”), Bank of America, N.A., as administrative agent, swing line lender and an issuer of letters of credit, with other agents party thereto. The Credit Agreement replaced the Company’s prior -year, $700 million credit agreement, dated as of June 23, 2015, which was due to expire in June 2020.
The Credit Agreement consists of a revolving credit facility (the “Revolving Facility”) in an aggregate principal amount of $800 million with a final maturity date of May 31, 2024. The maturity date may be extended under certain conditions for an additional -year term. Up to $75 million of the Revolving Facility is available for the issuance of letters of credit.
18
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
Additionally, up to $50 million of the Revolving Facility is available to the Company for swing line loans, available on a same-day basis.
Proceeds from the Revolving Facility are available for use by the Borrowers for acquisitions, working capital and other general corporate purposes, including refinancing existing debt of the Company and its subsidiaries. The Company may request increases in the lending commitments under the Credit Agreement, but the aggregate lending commitments pursuant to such increases may not exceed $400 million. The Company has the right, subject to certain conditions set forth in the Credit Agreement, to designate certain foreign subsidiaries of the Company as borrowers under the Credit Agreement. In connection with any such designation, the Company is required to guarantee the obligations of any such subsidiaries under the Credit Agreement.
Borrowings under the Credit Agreement bear interest, at either an alternate base rate or adjusted LIBOR plus, in each case, an applicable margin. Such applicable margin is based on the lower of the Company’s senior, unsecured, long-term debt rating or the Company’s applicable leverage ratio and can range from 0.00 % to 1.275 %. Based on the Company’s leverage ratio at March 31, 2021, the applicable margin was 1.00 % resulting in a weighted average interest rate of 1.19 % for the three months ended March 31, 2021. Interest is payable (a) in the case of base rate loans, quarterly, and (b) in the case of LIBOR loans, on the last day of the applicable interest period selected, or every three months from the effective date of such interest period for interest periods exceeding three months.
The Credit Agreement requires payment to the lenders of a facility fee based upon the amount of the lenders’ commitments under the credit facility from time to time, determined based on the lower of the Company’s senior, unsecured long-term debt rating or the Company’s applicable leverage ratio. Voluntary prepayments of any loans and voluntary reductions of the unutilized portion of the commitments under the Credit Agreement are permissible without penalty, subject to break funding payments and minimum notice and minimum reduction amount requirements.
The Credit Agreement contains customary affirmative and negative covenants for senior unsecured credit agreements. There are two key financial covenants that the Company is required to maintain in connection with the Credit Agreement and the Notes, a minimum interest coverage ratio of 3.0 to 1 and a maximum leverage ratio of 3.50 to 1, which is the ratio of the Company’s consolidated total debt to its consolidated earnings before interest, income taxes, depreciation and amortization (“EBITDA”), both of which are tested quarterly and in the case of the leverage ratio under the Revolving Facility, there is an option to increase the ratio to 4.00 for 12 months in connection with certain acquisitions. At March 31, 2021, the Company was in compliance with each financial covenant under Credit Agreement and the Notes. There are no financial covenants relating to the 3.0 % Senior Notes or 4.2 % Senior Notes; however, both are subject to cross-default provisions. The negative covenants include restrictions on the Company’s ability to grant liens, enter into transactions resulting in fundamental changes (such as mergers or sales of all or substantially all of the assets of the Company), make certain subsidiary dividends or distributions, engage in materially different lines of businesses and allow subsidiaries to incur certain additional debt.
The Credit Agreement also contains customary events of default (subject to grace periods, as appropriate).
At March 31, 2021, there was no balance outstanding under the Revolving Facility and $7.1 million of outstanding letters of credit, resulting in a net available borrowing capacity under the Revolving Facility at March 31, 2021 of approximately $792.9 million.
On June 13, 2016, the Company completed a private placement of a $100 million aggregate principal amount of 3.20 % Senior Notes due June 13, 2023 and a $100 million aggregate principal amount of 3.37 % Senior Notes due June 13, 2025 (collectively, the “Notes”) pursuant to a Note Purchase Agreement dated June 13, 2016 (the “Purchase Agreement”). Each series of Notes bears interest at the stated amount per annum, which is payable semi-annually in arrears on each June 13th and December 13th. The Notes are unsecured obligations of the Company and rank pari passu in right of payment with all of the Company’s other unsecured, unsubordinated debt. The Company may at any time prepay all, or any portion of the Notes, provided that such portion is greater than 5 % of the aggregate principal amount of the Notes then outstanding. In the event of a prepayment, the Company will pay an amount equal to par plus accrued interest plus a make-whole amount. In addition, the Company may repurchase the Notes by making an offer to all holders of the Notes, subject to certain conditions.
The Purchase Agreement contains certain covenants that restrict the Company’s ability to, among other things, transfer or sell assets, incur indebtedness, create liens, transact with affiliates and engage in certain mergers or consolidations or other
19
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
change of control transactions. In addition, the Company must comply with a leverage ratio and interest coverage ratio, as further described below, and the Purchase Agreement also limits the outstanding principal amount of priority debt that may be incurred by the Company to 15 % of consolidated assets. The Purchase Agreement provides for customary events of default. In the case of an event of default arising from specified events of bankruptcy or insolvency, all of the outstanding Notes will become due and payable immediately without further action or notice. In the case of a payment event of default, any holder of the Notes affected thereby may declare all of the Notes held by it due and payable immediately. In the case of any other event of default, a majority of the holders of the Notes may declare all of the Notes to be due and payable immediately.
On December 9, 2011, the Company completed a public offering of $350.0 million 4.2 % senior notes due December 15, 2021 (“4.2 % Senior Notes”). The net proceeds from the offering of $346.2 million, after deducting a $0.9 million issuance discount, a $2.3 million underwriting commission and $0.6 million of offering expenses, were used to repay $306.0 million of outstanding bank indebtedness, with the balance used for general corporate purposes. The 4.2 % Senior Notes bear interest at a rate of 4.2 % per annum, which is payable semi-annually in arrears on each June 15th and December 15th. The Company may redeem all or a portion of the 4.2 % Senior Notes at any time prior to maturity at the redemption prices set forth in the Note Indenture governing the 4.2 % Senior Notes. The Company may issue additional debt from time to time pursuant to the Indenture. The Indenture and 4.2 % Senior Notes contain covenants that limit the Company’s ability to, among other things, incur certain liens securing indebtedness, engage in certain sale-leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of the Company’s assets. The terms of the 4.2 % Senior Notes also require the Company to make an offer to repurchase the 4.2 % Senior Notes upon a change of control triggering event (as defined in the Indenture) at a price equal to 101 % of their principal amount plus accrued and unpaid interest, if any.
As of March 31, 2020, the $350.0 million 4.2 % Senior Notes are due in December 2021 but have not been classified as short-term borrowings on the Condensed Consolidated Balance Sheets as the Company has the ability and intent to either refinance or repay the Notes using the available borrowing capacity of the Revolving Facility. As a result, the 4.2 % Senior Notes remain classified as long-term borrowings in the Condensed Consolidated Balance Sheets as of March 31, 2021.
12. Derivative Instruments
The Company enters into cash flow hedges from time to time to reduce the exposure to variability in certain expected future cash flows. The types of cash flow hedges the Company enters into include foreign currency exchange contracts designed to minimize the earnings impact on certain intercompany loans as well as interest rate exchange agreements designed to reduce the impact of interest rate changes on future interest expense that effectively convert a portion of floating-rate debt to fixed-rate debt.
The effective portion of gains or losses on interest rate exchange agreements is reported in accumulated other comprehensive income (loss) 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. See Note 16 for the amount of loss reclassified into net income for interest rate contracts for the three months ended March 31, 2021 and 2020. As of March 31, 2021, the Company did not have any interest rate contracts outstanding.
20
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
13. Fair Value Measurements
ASC 820, Fair Value Measurements and Disclosures, defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard 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 standard 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 entity’s own assumptions.
The following table summarizes the basis used to measure the Company’s financial assets (liabilities) at fair value on a recurring basis in the balance sheets at March 31, 2021 and December 31, 2020:
| Basis of Fair Value Measurements | |||||||||||||||||||||||
| Balance at March 31, 2021 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| Available for sale securities | $ | $ | $ | $ | |||||||||||||||||||
| Basis of Fair Value Measurements | |||||||||||||||||||||||
| Balance at December 31, 2020 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| Available for sale securities | $ | $ | $ | $ | |||||||||||||||||||
There were no transfers of assets or liabilities between Level 1 and Level 2 during the three months ended March 31, 2021 or the year ended December 31, 2020.
The carrying values of the Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair values because of the short term nature of these instruments. At March 31, 2021, the fair value of the outstanding indebtedness under the Company’s 3.0 % Senior Notes, 3.2 % Senior Notes, 3.37 % Senior Notes, 4.2 % Senior Notes and other borrowings based on quoted market prices and current market rates for debt with similar credit risk and maturity was approximately $1,087.8 million compared to the carrying value of $1,049.3 million. At December 31, 2020, the fair value of the outstanding indebtedness under the Company’s 3.0 % Senior Notes, 3.2 % Senior Notes, 3.37 % Senior Notes, 4.2 % Senior Notes and other borrowings based on quoted market prices and current market rates for debt with similar credit risk and maturity was approximately $1,127.6 million compared to the carrying value of $1,049.3 million. These fair value measurements are classified as Level 2 within the fair value hierarchy since they are determined based upon significant inputs observable in the market, including interest rates on recent financing transactions to entities with a credit rating similar to the Company’s rating.
21
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
14. Leases
The Company leases certain office facilities, warehouses, manufacturing plants, equipment (which includes both office and plant equipment) and vehicles under operating leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.
Certain leases include one or more options to renew. The exercise of lease renewal options is at the Company’s sole discretion. The Company does not include renewal periods in any of the leases’ terms until the renewal is executed as they are generally not reasonably certain of being exercised. The Company does not have any material purchase options.
Certain of the Company’s lease agreements have rental payments that are adjusted periodically for inflation or that are based on usage. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Supplemental balance sheet information related to leases as of March 31, 2021 and December 31, 2020 was as follows:
| Balance Sheet Caption | March 31, 2021 | December 31, 2020 | ||||||||||||
| Operating leases: | ||||||||||||||
| Building right-of-use assets - net | Other noncurrent assets | $ | $ | |||||||||||
| Equipment right-of-use assets - net | Other noncurrent assets | |||||||||||||
| Total right-of-use assets - net | $ | $ | ||||||||||||
| Operating leases: | ||||||||||||||
| Accrued expenses | $ | $ | ||||||||||||
| Noncurrent lease liabilities | ||||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||
The components of lease cost for the three months ended March 31, 2021 and 2020 were as follows:
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
Operating lease cost (1) | $ | $ | |||||||||
| Variable lease cost | |||||||||||
| Total lease expense | $ | $ | |||||||||
(1) Includes short-term leases, which are immaterial.
Supplemental cash flow information related to leases for the three months ended March 31, 2021 and 2020 was as follows:
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cash paid for amounts included in the measurement of operating lease liabilities | $ | $ | |||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | |||||||||||
22
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
Other supplemental information related to leases as of March 31, 2021 and December 31, 2020 was as follows:
| Lease Term and Discount Rate | March 31, 2021 | December 31, 2020 | |||||||||
| Weighted-average remaining lease term (years): | |||||||||||
| Operating leases - building and equipment | |||||||||||
| Operating leases - vehicles | |||||||||||
| Weighted-average discount rate: | |||||||||||
| Operating leases - building and equipment | % | % | |||||||||
| Operating leases - vehicles | % | % | |||||||||
The Company uses its incremental borrowing rate to determine the present value of the lease payments.
Total lease liabilities at March 31, 2021 have scheduled maturities as follows:
| Maturity of Lease Liabilities | Operating Leases | ||||
2021 (excluding the three months ended March 31, 2021) | $ | ||||
| 2022 | |||||
| 2023 | |||||
| 2024 | |||||
| 2025 | |||||
| Thereafter | |||||
| Total lease payments | |||||
| Less: Imputed interest | ( | ||||
| Present value of lease liabilities | $ | ||||
Total lease liabilities at December 31, 2020 had scheduled maturities as follows:
| Maturity of Lease Liabilities | Operating Leases | ||||
| 2021 | $ | ||||
| 2022 | |||||
| 2023 | |||||
| 2024 | |||||
| 2025 | |||||
| Thereafter | |||||
| Total lease payments | |||||
| Less: Imputed interest | ( | ||||
| Present value of lease liabilities | $ | ||||
15. Restructuring Expenses and Asset Impairments
23
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
In the first quarter of 2021, the Company consolidated certain facilities within the FMT segment, which resulted in an impairment charge of $0.1 million related to property, plant and equipment that was not relocated to the new location
Pre-tax restructuring expenses and asset impairments by segment for the three months ended March 31, 2021 were as follows:
| Three Months Ended March 31, 2021 | ||||||||||||||||||||||||||
| Severance Costs | Exit Costs | Asset Impairment | Total | |||||||||||||||||||||||
| Fluid & Metering Technologies | $ | $ | $ | $ | ||||||||||||||||||||||
| Health & Science Technologies | ||||||||||||||||||||||||||
| Fire & Safety/Diversified Products | ||||||||||||||||||||||||||
| Corporate/Other | ||||||||||||||||||||||||||
| Total restructuring costs | $ | $ | $ | $ | ||||||||||||||||||||||
Restructuring accruals of $2.9 million and $3.9 million at March 31, 2021 and December 31, 2020, respectively, are reflected in Accrued expenses in the Company’s Condensed Consolidated Balance Sheets. Severance benefits are expected to be paid by the end of the year using cash from operations. The changes in the restructuring accrual for the three months ended March 31, 2021 are as follows:
| Restructuring | |||||
| Balance at January 1, 2021 | $ | ||||
| Restructuring expenses | |||||
| Payments, utilization and other | ( | ||||
| Balance at March 31, 2021 | $ | ||||
24
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
16. Other Comprehensive Income (Loss)
The components of Other comprehensive income (loss) are as follows:
| Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | ||||||||||||||||||||||||||||||||||
| Pre-tax | Tax | Net of tax | Pre-tax | Tax | Net of tax | ||||||||||||||||||||||||||||||
| Cumulative translation adjustment | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
| Pension and other postretirement adjustments | ( | ( | |||||||||||||||||||||||||||||||||
| Reclassification adjustments for derivatives | ( | ( | |||||||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
The amounts reclassified from Accumulated other comprehensive income (loss) to net income during the three months ended March 31, 2021 and 2020 are as follows:
| Three Months Ended March 31, | ||||||||||||||
| 2021 | 2020 | Income Statement Caption | ||||||||||||
| Pension and other postretirement plans: | ||||||||||||||
| Amortization of net (gain) loss | $ | $ | Other (income) expense - net | |||||||||||
| Total before tax | ||||||||||||||
| Provision for income taxes | ( | ( | ||||||||||||
| Total net of tax | $ | $ | ||||||||||||
| Derivatives: | ||||||||||||||
| Reclassification adjustments | $ | $ | Interest expense | |||||||||||
| Total before tax | ||||||||||||||
| Provision for income taxes | ( | ( | ||||||||||||
| Total net of tax | $ | $ | ||||||||||||
17. Common and Preferred Stock
On March 17, 2020, the Company’s Board of Directors approved an increase of $500.0 million in the authorized level of repurchases of common stock. This approval is in addition to the prior repurchase authorization of the Board of Directors of $300.0 million on December 1, 2015. These authorizations have no expiration date. Repurchases under the program will be funded with future cash flow generation or borrowings available under the Revolving Facility. There were no share repurchases during the three months ended March 31, 2021. During the three months ended March 31, 2020, the Company repurchased a total of 867 thousand shares at a cost of $108.9 million. As of March 31, 2021, the amount of share repurchase authorizations remaining was $712.0 million.
At March 31, 2021 and December 31, 2020, the Company had 150 .01 five .01 No
18. Share-Based Compensation
25
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
Stock Options
Stock options generally vest ratably over four years . Weighted average option fair values and assumptions for the periods specified are disclosed below. The fair value of each option grant was estimated on the date of the grant using the Binomial lattice option pricing model.
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Weighted average fair value of grants | $ | $ | |||||||||
| Dividend yield | |||||||||||
| Volatility | |||||||||||
| Risk-free interest rate | |||||||||||
| Expected life (in years) | |||||||||||
Total compensation cost for stock options is as follows:
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cost of goods sold | $ | $ | |||||||||
| Selling, general and administrative expenses | |||||||||||
| Total expense before income taxes | |||||||||||
| Income tax benefit | ( | ( | |||||||||
| Total expense after income taxes | $ | $ | |||||||||
A summary of the Company’s stock option activity as of March 31, 2021 and changes during the three months ended March 31, 2021 are presented in the following table:
| Stock Options | Shares | Weighted Average Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||||||||
| Outstanding at January 1, 2021 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||
| Outstanding at March 31, 2021 | $ | $ | |||||||||||||||||||||
| Vested and expected to vest as of March 31, 2021 | $ | $ | |||||||||||||||||||||
| Exercisable at March 31, 2021 | $ | $ | |||||||||||||||||||||
Restricted Stock
Restricted stock awards generally cliff vest after three years for employees and non-employee directors. Unvested restricted stock carries dividend and voting rights and the sale of the shares is restricted prior to the date of vesting. A summary of the Company’s restricted stock activity as of March 31, 2021 and changes during the three months ended March 31, 2021 are presented as follows:
26
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
| Restricted Stock | Shares | Weighted-Average Grant Date Fair Value | |||||||||
| Unvested at January 1, 2021 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Unvested at March 31, 2021 | $ | ||||||||||
Dividends are paid on restricted stock awards and their fair value is equal to the market price of the Company’s stock at the date of the grant.
Total compensation cost for restricted stock awards is as follows:
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cost of goods sold | $ | $ | |||||||||
| Selling, general and administrative expenses | |||||||||||
| Total expense before income taxes | |||||||||||
| Income tax benefit | ( | ( | |||||||||
| Total expense after income taxes | $ | $ | |||||||||
Cash-Settled Restricted Stock
The Company also maintains a cash-settled share based compensation plan for certain employees. Cash-settled restricted stock awards generally cliff vest after three years . Cash-settled restricted stock awards are recorded at fair value on a quarterly basis using the market price of the Company’s stock on the last day of the quarter. A summary of the Company’s unvested cash-settled restricted stock activity as of March 31, 2021 and changes during the three months ended March 31, 2021 are presented in the following table:
| Cash-Settled Restricted Stock | Shares | Weighted-Average Fair Value | |||||||||
| Unvested at January 1, 2021 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Unvested at March 31, 2021 | $ | ||||||||||
Dividend equivalents are paid on certain cash-settled restricted stock awards. Total compensation cost for cash-settled restricted stock is as follows:
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cost of goods sold | $ | $ | |||||||||
| Selling, general and administrative expenses | |||||||||||
| Total expense before income taxes | |||||||||||
| Income tax benefit | ( | ( | |||||||||
| Total expense after income taxes | $ | $ | |||||||||
27
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
Performance Share Units
Weighted average performance share unit fair values and assumptions for the period specified are disclosed below. The performance share units are market condition awards and have been assessed at fair value on the date of grant using a Monte Carlo simulation model.
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Weighted average fair value of grants | $ | $ | |||||||||
| Dividend yield | |||||||||||
| Volatility | |||||||||||
| Risk-free interest rate | |||||||||||
| Expected life (in years) | |||||||||||
A summary of the Company’s performance share unit activity as of March 31, 2021 and changes during the three months ended March 31, 2021 are presented in the following table:
| Performance Share Units | Shares | Weighted-Average Grant Date Fair Value | |||||||||
| Unvested at January 1, 2021 | $ | ||||||||||
| Granted | |||||||||||
| Vested | |||||||||||
| Forfeited | ( | ||||||||||
| Unvested at March 31, 2021 | $ | ||||||||||
On December 31, 2020, 24,305 performance share units vested. Based on the Company’s relative total shareholder return rank during the year period ended December 31, 2020, the Company achieved a 201 % payout factor and issued 48,867 common shares in February 2021 for awards that vested in 2020.
Total compensation cost for performance share units is as follows:
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cost of goods sold | $ | $ | |||||||||
| Selling, general and administrative expenses | |||||||||||
| Total expense before income taxes | |||||||||||
| Income tax benefit | ( | ( | |||||||||
| Total expense after income taxes | $ | $ | |||||||||
The Company’s policy is to recognize compensation cost on a straight-line basis, assuming forfeitures, over the requisite service period for the entire award. Classification of stock compensation cost within the Condensed Consolidated Statements of Operations is consistent with classification of cash compensation for the same employees.
As of March 31, 2021, there was $14.7 million of total unrecognized compensation cost related to stock options that is expected to be recognized over a weighted-average period of 1.4 years, $7.5 million of total unrecognized compensation cost related to restricted stock that is expected to be recognized over a weighted-average period of 1.1 years, $5.6 million of total unrecognized compensation cost related to cash-settled restricted shares that is expected to be recognized over a weighted-average period of 1.2 years and $8.4 million of total unrecognized compensation cost related to performance share units that is expected to be recognized over a weighted-average period of 1.1 years.
28
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
19. Retirement Benefits
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 March 31, | |||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| U.S. | Non-U.S. | U.S. | Non-U.S. | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Settlement loss recognized | |||||||||||||||||||||||
| Net amortization | |||||||||||||||||||||||
| Net periodic (benefit) cost | $ | $ | $ | $ | |||||||||||||||||||
| Other Postretirement Benefits | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Service cost | $ | $ | |||||||||
| Interest cost | |||||||||||
| Net amortization | ( | ( | |||||||||
| Net periodic (benefit) cost | $ | $ | |||||||||
The Company expects to contribute approximately $3.4 million to its defined benefit plans and $1.0 million to its other postretirement benefit plans in 2021. During the first three months of 2021, the Company contributed a total of $1.1 million to fund these plans.
20. Legal Proceedings
29
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
(unaudited)
21. Income Taxes
The Company’s 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 increased to $32.9 million for the three months ended March 31, 2021 from $25.5 million during the same period in 2020. The effective tax rate increased to 22.6 % for the three months ended March 31, 2021 compared to 20.0 % during the same period in 2020 primarily due to a decrease in the excess tax benefits related to share-based compensation.
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. Due to the potential for resolution of federal, state and foreign examinations, and the expiration of various statutes of limitation, it is reasonably possible that the Company’s gross unrecognized tax benefits balance may change within the next twelve months by a range of zero to $0.7 million.
30
22. Subsequent Events
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement Under the Private Securities Litigation Reform Act
This quarterly report on Form 10-Q, including the “Overview,” “Liquidity and Capital Resources” and “Results of Operations” sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements may relate to, among other things, the Company’s expected organic sales growth, the anticipated benefits of the Company’s acquisition of ABEL Pumps, L.P. and certain of its affiliates (“ABEL”), and the anticipated continuing effects of the COVID-19 pandemic, including with respect to the Company’s sales, improvements in the Company’s end markets, facility closures, supply chains and access to capital, capital expenditures, acquisitions, cost reductions, cash flow, revenues, earnings, liquidity, capital resources, market conditions, global economies and operating improvements, and are indicated by words or phrases such as “anticipates,” “estimates,” “plans,” “guidance,” “expects,” “projects,” “forecasts,” “should,” “could,” “will,” “management believes,” “the Company believes,” “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 report. The risks and uncertainties include, but are not limited to, the following: the duration of the COVID-19 pandemic and the continuing effects of the COVID-19 pandemic on the Company’s ability to operate its business and facilities, on the Company’s customers, on supply chains and on the U.S. and global economy generally; economic and political consequences resulting from terrorist attacks and wars; 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, all of which could have a material impact on order rates and the Company’s results, particularly in light of the low levels of order backlogs it typically maintains; the Company’s 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 the Company operates; developments with respect to trade policy and tariffs; 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. Additional factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, the risks discussed in the “Risk Factors” section included in the Company’s most recent annual report on Form 10-K and the Company’s subsequent quarterly reports filed with the Securities and Exchange Commission (“SEC”) and the other risks discussed in the Company’s filings with the SEC. The forward-looking statements included here are only made as of the date of this report, and management undertakes no obligation to publicly update them to reflect subsequent events or circumstances, except as may be required by law. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented here.
Overview
IDEX Corporation (“IDEX” or the “Company”) is an applied solutions company specializing in the manufacture of fluid and metering technologies, health and science technologies and fire, safety and other diversified products built to customers’ specifications. IDEX’s products are sold in niche markets across a wide range of industries throughout the world. Accordingly, IDEX’s businesses are affected by levels of industrial activity and economic conditions in the U.S. and in other countries where it does 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 important factors that influence the demand for IDEX’s products.
The Company has three reportable business segments: Fluid & Metering Technologies, Health & Science Technologies and Fire & Safety/Diversified Products. Within its three reportable segments, the Company maintains 13 reporting units that focus on organic growth and strategic acquisitions. Each of the 13 reporting units is tested annually for goodwill impairment.
The Fluid & Metering Technologies segment designs, produces and distributes positive displacement pumps, small volume provers, flow meters, injectors and other fluid-handling pump modules and systems and provides flow monitoring and other services for the food, chemical, general industrial, water and wastewater, agriculture and energy industries. The Fluid & Metering Technologies segment contains the Energy reporting unit (comprised of Corken, Liquid Controls, SAMPI, Toptech and Flow MD), the Valves reporting unit (comprised of Alfa Valvole, Richter and Aegis), the Water reporting unit (comprised of Pulsafeeder, OBL, Knight, ADS, Trebor and iPEK), the Pumps reporting unit (comprised of Viking, Warren Rupp and ABEL) and the Agriculture reporting unit (comprised of Banjo).
The Health & Science Technologies segment designs, produces and distributes a wide range of precision fluidics, rotary lobe pumps, centrifugal and positive displacement pumps, roll compaction and drying systems used in beverage, food
32
processing, pharmaceutical and cosmetics, pneumatic components and sealing solutions, including very high precision, low-flow rate pumping solutions required in analytical instrumentation, clinical diagnostics and drug discovery, high performance molded and extruded sealing components, custom mechanical and shaft seals for a variety of end markets including food and beverage, marine, chemical, wastewater and water treatment, engineered hygienic mixers and valves for the global biopharmaceutical industry, biocompatible medical devices and implantables, air compressors used in medical, dental and industrial applications, optical components and coatings for applications in the fields of scientific research, defense, biotechnology, aerospace, telecommunications and electronics manufacturing, laboratory and commercial equipment used in the production of micro and nano scale materials, precision photonic solutions used in life sciences, research and defense markets and precision gear and peristaltic pump technologies that meet exacting original equipment manufacturer specifications. The Health & Science Technologies segment contains the Scientific Fluidics & Optics reporting unit (comprised of Eastern Plastics, Rheodyne, Sapphire Engineering, Upchurch Scientific, ERC, thinXXS, CVI Melles Griot, Semrock, Advanced Thin Films and FLI), the Sealing Solutions reporting unit (comprised of Precision Polymer Engineering, FTL Seals Technology, Novotema, SFC Koenig and Velcora), the Gast reporting unit, the Micropump reporting unit and the Material Processing Technologies reporting unit (comprised of Quadro, Fitzpatrick, Microfluidics and Matcon).
On April 27, 2021, the Company entered into a definitive agreement to acquire Airtech Group, Inc., US Valve Corporation and related entities (“Airtech”) from investment funds managed by EagleTree Capital for cash consideration of $470.0 million, subject to customary post-closing adjustments. Based in Rutherford, New Jersey, Airtech engineers and manufactures high performance regenerative blowers, pneumatic valves, air compressors and vacuum pumps. Airtech will be part of the Company’s GAST reporting unit within the Health & Science Technologies segment. The Company expects to close the transaction by the end of the second quarter of 2021.
The Fire & Safety/Diversified Products segment designs, produces and develops firefighting pumps, valves and controls, rescue tools, lifting bags and other components and systems for the fire and rescue industry, engineered stainless steel banding and clamping devices used in a variety of industrial and commercial applications and precision equipment for dispensing, metering and mixing colorants and paints used in a variety of retail and commercial businesses around the world. The Fire & Safety/Diversified Products segment is comprised of the Fire & Safety reporting unit (comprised of Class 1, Hale, Akron Brass, Weldon, AWG Fittings, Godiva, Dinglee, Hurst Jaws of Life, Lukas and Vetter), the BAND-IT reporting unit and the Dispensing reporting unit.
Management’s primary measurements of segment performance are sales, operating income and operating margin. In addition, due to the highly acquisitive nature of the Company, the determination of operating income includes amortization of acquired intangible assets and as a result, management reviews depreciation and amortization as a percentage of sales. These measures are monitored by management and significant changes in operating results versus current trends in end markets and variances from forecasts are analyzed with segment management.
This report references organic sales, a non-GAAP measure, that refers to sales from continuing operations calculated according to accounting principles generally accepted in the United States of America (“U.S. GAAP”) but excludes (1) the impact of foreign currency translation and (2) sales from acquired or divested businesses during the first 12 months of ownership or prior to divestiture. The portion of sales attributable to foreign currency translation is calculated as the difference between (a) the period-to-period change in organic sales and (b) the period-to-period change in organic sales after applying prior period foreign exchange rates to the current year period. Management believes that reporting organic sales provides useful information to investors by helping to identify underlying growth trends in the Company’s business and facilitating easier comparisons of its revenue performance with prior and future periods and to its peers. The Company excludes the effect of foreign currency translation from organic sales because foreign currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends. The Company excludes the effect of acquisitions and divestitures because they can obscure underlying business trends and make comparisons of long-term performance difficult due to the varying nature, size and number of transactions from period to period and between the Company and its peers.
EBITDA, a non-GAAP measure, means earnings before interest, income taxes, depreciation and amortization. Given the acquisitive nature of the Company, which results in a higher level of amortization expense from recently acquired businesses, management uses EBITDA as an internal operating metric to provide another representation of the businesses’ performance across its three segments and for enterprise valuation purposes. Management believes that EBITDA is useful to investors as an indicator of the strength and performance of the Company and a way to evaluate and compare operating performance and value companies within its industry. Management believes that EBITDA margin is useful for the same reason as EBITDA. EBITDA is also used to calculate certain financial covenants, as discussed in Note 11 in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1, “Financial Statements” such as EBITDA interest coverage, which is EBITDA divided by consolidated interest expense. In addition, this report presents Adjusted EBITDA, which is EBITDA adjusted for items that are
33
not reflective of ongoing operations, such as restructuring expenses and asset impairments and a fair value inventory step-up charge, and Adjusted EBITDA interest coverage, which is Adjusted EBITDA divided by consolidated interest expense. Management believes that Adjusted EBITDA is useful as a performance indicator of ongoing operations. The Company believes that Adjusted EBITDA is also useful to some investors as an indicator of the strength and performance of the Company and its segments’ ongoing business operations and a way to evaluate and compare operating performance and value companies within its industry. The definition of Adjusted EBITDA used here may differ from that used by other companies.
Organic sales have been reconciled to net sales and EBITDA has been reconciled to net income in Item 2 under the heading “Non-GAAP Disclosures.” The reconciliation of segment EBITDA to net income was performed on a consolidated basis due to the fact that the Company does not allocate consolidated interest expense or the consolidated provision for income taxes to its segments.
Management uses Adjusted gross profit, Adjusted operating income, Adjusted net income, Adjusted earnings per share (“EPS”) and Adjusted EBITDA as metrics by which to measure performance of the Company since they exclude items that are not reflective of ongoing operations, such as restructuring expenses and asset impairments and a fair value inventory step-up charge. Management also uses free cash flow as a measure of operating performance because it provides management a measurement of cash generated from operations that is available for mandatory payment obligations and investment opportunities, such as funding acquisitions, paying dividends, repaying debt and repurchasing the Company’s common stock. Each of Adjusted gross profit, Adjusted operating income, Adjusted net income, Adjusted EPS, Adjusted EBITDA and free cash flow are non-GAAP measures and have been reconciled to their most directly comparable GAAP measures in Item 2 under the heading “Non-GAAP Disclosures.”
The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP. The financial results prepared in accordance with U.S. GAAP and the reconciliations from these results should be carefully evaluated.
Some of the Company’s key financial results for the three months ended March 31, 2021 when compared to the same period in the prior year are as follows:
•Sales of $652.0 million increased 10%; organic sales (which excludes acquisitions and foreign currency translation) were up 6%.
•Operating income of $155.5 million increased 11%. Adjusted for $2.2 million of restructuring expenses and asset impairments and a $0.7 million fair value inventory step-up charge, adjusted operating income increased 13% to $158.4 million.
•Net income of $112.7 million increased 10%. Adjusted for $1.7 million of restructuring expenses and asset impairments and the $0.4 million fair value inventory step-up charge, both net of related tax benefits, adjusted net income increased 13% to $114.8 million.
•EBITDA of $177.9 million was 27% of sales and covered interest expense by almost 17 times. Adjusted EBITDA of $180.8 million was 28% of sales and covered interest expense by almost 17 times.
•Diluted EPS of $1.48 increased 15 cents, or 11%. Adjusted EPS of $1.51 increased 18 cents, or 14%.
The Company continues to participate in the fight to end the COVID-19 pandemic. Safety remains the Company’s top priority and protocols have been implemented at all of its facilities, including temperature taking, social distancing, enhanced cleaning and face coverings. These measures have enabled successful business continuity, allowing the Company’s facilities to remain in operation with only temporary shutdowns. Although the Company has remained in operation throughout the pandemic and continued to meet the needs of its customers, the pandemic and the enacted containment measures did affect the Company’s business and results of operations. From the onset of the pandemic through the second quarter of 2020, the Company’s customers purchased less product than they have historically purchased; however, beginning in the third quarter of 2020 and continuing through the first quarter of 2021 the Company has seen improvement in its end markets and expects them to continue to normalize to historical levels throughout 2021. Additionally, IDEX has implemented cost reduction actions, including employee reductions and facility consolidations, and continues to maintain a tight cost control environment. The continuing impact of COVID-19 and the enacted containment measures cannot be predicted and may continue to adversely affect the Company’s business, results of operations, financial condition and liquidity.
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. Due to the potential for resolution of federal, state and foreign examinations, and the expiration of various statutes of limitation, it is reasonably possible that the Company’s gross unrecognized tax benefits balance may change within the next twelve months by a range of zero to $0.7 million.
34
Results of Operations
The following is a discussion and analysis of the Company’s results of operations for the three months ended March 31, 2021 and 2020. Segment operating income and EBITDA exclude unallocated corporate operating expenses of $18.6 million and $17.5 million for the three months ended March 31, 2021 and 2020, respectively.
Consolidated Results for the Three Months Ended March 31, 2021 Compared with the Same Period in 2020
| (In thousands) | Three Months Ended March 31, | ||||||||||
| 2021 | 2020 | ||||||||||
| Net sales | $ | 652,036 | $ | 594,462 | |||||||
| Operating income | 155,547 | 139,941 | |||||||||
| Operating margin | 23.9 | % | 23.5 | % | |||||||
Sales in the first quarter of 2021 were $652.0 million, which was a 10% increase compared to the same period in 2020. This reflects a 6% increase in organic sales, a 1% increase from acquisitions (ABEL - March 2021 and Flow MD - February 2020) and a 3% favorable impact from foreign currency translation. Sales to customers outside the U.S. represented approximately 54% of total sales in the first quarter of 2021 compared to 50% during the same period in 2020.
Gross profit of $292.6 million in the first quarter of 2021 increased $20.7 million, or 8%, compared to the same period in 2020 and gross margin of 44.9% in the first quarter of 2021 decreased 80 basis points from 45.7% during the same period in 2020. Gross profit increased compared to the prior year period primarily as a result of higher volume and price. The decrease in gross margin was primarily due to increases to inventory reserves associated with COVID-19 new product development (“NPD”) opportunities not materializing, lower margins from the ABEL and Flow MD acquisitions and the fair value inventory step-up charge.
Selling, general and administrative expenses increased to $134.8 million in the first quarter of 2021 from $132.0 million during the same period in 2020, primarily due to the ABEL and Flow MD acquisitions and an unfavorable impact from foreign currency translation, partially offset by lower discretionary spending. Corporate costs increased to $18.0 million in the first quarter of 2021 compared to $17.5 million during the same period in 2020 primarily due to higher acquisition and variable compensation expenses. As a percentage of sales, selling, general and administrative expenses were 20.7% for the first quarter of 2021, down 150 basis points compared to 22.2% during the same period in 2020.
The Company incurred $2.2 million of restructuring expenses and asset impairments in the first quarter of 2021 primarily related to severance benefits for cost reduction actions consisting of employee reductions as well as asset impairments related to property, plant and equipment resulting from the consolidation of certain facilities.
Operating income of $155.5 million and operating margin of 23.9% in the first quarter of 2021 were up from the $139.9 million and 23.5%, respectively, recorded during the same period in 2020. The increases in operating income and operating margin are primarily due to higher volume, price and cost savings, partially offset by restructuring expenses and asset impairments and lower gross margin.
Other (income) expense - net was $0.8 million of income in the first quarter of 2021 compared to $1.6 million of expense during the same period in 2020, primarily due to higher gains on pension-related investments, higher foreign currency transaction gains and lower pension expense, partially offset by lower interest income.
Interest expense of $10.8 million in the first quarter of 2021 was slightly lower than the $10.9 million during the same period in 2020 due to borrowings under the Revolving Facility (defined below) in 2020 that did not reoccur in 2021.
The 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 increased to $32.9 million in the first quarter of 2021 compared to $25.5 million during the same period in 2020. The effective tax rate increased to 22.6% in the first quarter of 2021 compared to 20.0% during the same period in 2020 primarily due to a decrease in the excess tax benefits related to share-based compensation.
Net income of $112.7 million in the first quarter of 2021 increased from $102.0 million during the same period in 2020. Diluted earnings per share of $1.48 in the first quarter of 2021 increased $0.15, or 11%, compared to the same period in 2020.
35
For the three months ended March 31, 2021, Fluid & Metering Technologies contributed 37% of sales, 36% of operating income and 36% of EBITDA; Health & Science Technologies contributed 38% of sales, 38% of operating income and 39% of EBITDA; and Fire & Safety/Diversified Products contributed 25% of sales, 26% of operating income and 25% of EBITDA. These percentages are calculated on the basis of total segment (not total Company) sales, operating income and EBITDA.
Fluid & Metering Technologies Segment
| (In thousands) | Three Months Ended March 31, | ||||||||||
| 2021 | 2020 | ||||||||||
| Net sales | $ | 243,365 | $ | 226,861 | |||||||
| Operating income | 62,897 | 66,771 | |||||||||
| Operating margin | 25.8 | % | 29.4 | % | |||||||
Sales of $243.4 million increased $16.5 million, or 7%, in the first quarter of 2021 compared to the same period in 2020. This reflects a 2% increase in organic sales, a 3% increase from acquisitions (ABEL - March 2021 and Flow MD - February 2020) and a 2% favorable impact from foreign currency translation. In the first quarter of 2021, sales increased 3% domestically and 13% internationally compared to the same period in 2020. Sales to customers outside the U.S. were approximately 46% of total segment sales in the first quarter of 2021 compared to 44% during the same period in 2020.
Sales within the Company’s Agriculture reporting unit increased in the first quarter of 2021 compared to the same period in 2020 primarily due to increased demand across both the agricultural and industrial original equipment manufacturer (“OEM”) markets. Sales within the Company’s Energy reporting unit increased in the first quarter of 2021 compared to the same period in 2020 primarily due to the acquisition of Flow MD and positive momentum within the downstream oil and gas markets. Sales within the Company’s Valves reporting unit increased in the first quarter of 2021 compared to the same period in 2020 primarily due to the favorable impact of foreign currency translation. Sales within the Company’s Water reporting unit increased in the first quarter of 2021 compared to the same period in 2020 primarily due to water saving project volume. Sales within the Company’s Pumps reporting unit increased in the first quarter of 2021 compared to the same period in 2020 primarily due to the acquisition of ABEL and recovery within the industrial market.
Operating income of $62.9 million and operating margin of 25.8% in the first quarter of 2021 were lower than the $66.8 million and 29.4%, respectively, recorded during the same period in 2020, primarily due to increases to inventory reserves associated with COVID-19 NPD opportunities not materializing, lower margins from the ABEL and Flow MD acquisitions, restructuring expenses and asset impairments and the fair value inventory step-up charge, partially offset by higher volume and cost savings.
Health & Science Technologies Segment
| (In thousands) | Three Months Ended March 31, | ||||||||||
| 2021 | 2020 | ||||||||||
| Net sales | $ | 250,369 | $ | 224,059 | |||||||
| Operating income | 66,650 | 52,643 | |||||||||
| Operating margin | 26.6 | % | 23.5 | % | |||||||
Sales of $250.4 million increased $26.3 million, or 12%, in the first quarter of 2021 compared to the same period in 2020. This reflects a 9% increase in organic sales and a 3% favorable impact from foreign currency translation. In the first quarter of 2021, sales decreased 2% domestically and increased 22% internationally compared to the same period in 2020. Sales to customers outside the U.S. were approximately 63% of total segment sales in the first quarter of 2021 compared to 57% during the same period in 2020.
Sales within the Company’s Material Processing Technologies reporting unit increased in the first quarter of 2021 compared to the same period in 2020 primarily due to continued demand in the food and pharmaceutical markets. Sales within the Company’s Sealing Solutions reporting unit increased in the first quarter of 2021 compared to the same period in 2020 primarily due to strength in the semiconductor market and a rebound in the automotive market. Sales within the Company’s Gast reporting unit increased in the first quarter of 2021 compared to the same period in 2020 primarily due to recovery in the industrial market and targeted growth initiatives. Sales within the Company’s Scientific Fluidics & Optics reporting unit increased in the first quarter of 2021 compared to the same period in 2020 primarily due to recovery in analytical instrumentation and strength in several optics end markets. Sales within the Company’s Micropump reporting unit decreased in
36
the first quarter of 2021 compared to the same period in 2020 primarily due to weakness in core printing and industrial distribution.
Operating income of $66.7 million and operating margin of 26.6% in the first quarter of 2021 were higher than the $52.6 million and 23.5%, respectively, recorded during the same period in 2020, primarily due to higher volume and cost savings, partially offset by restructuring expenses and asset impairments.
Fire & Safety/Diversified Products Segment
| (In thousands) | Three Months Ended March 31, | ||||||||||
| 2021 | 2020 | ||||||||||
| Net sales | $ | 159,484 | $ | 144,324 | |||||||
| Operating income | 44,560 | 38,037 | |||||||||
| Operating margin | 27.9 | % | 26.4 | % | |||||||
Sales of $159.5 million increased $15.2 million, or 11%, in the first quarter of 2021 compared to the same period in 2020. This reflects a 7% increase in organic sales and a 4% favorable impact from foreign currency translation. In the first quarter of 2021, sales increased 1% domestically and 21% internationally compared to the same period in 2020. Sales to customers outside the U.S. were approximately 53% of total segment sales in the first quarter of 2021 compared to 48% during the same period in 2020.
Sales within the Company’s Dispensing reporting unit increased in the first quarter of 2021 compared to the same period in 2020 primarily due to a strong recovery from COVID-19 in the paint market. Sales within the Company’s Fire & Safety reporting unit increased in the first quarter of 2021 compared to the same period in 2020 primarily due to the favorable impact of foreign currency translation partly offset by COVID-19 driven municipal spending delays. Sales within the Company’s Band-It reporting unit increased in the first quarter of 2021 compared to the same period in 2020 primarily due to the favorable impact of foreign currency translation as well as a rebound in the automotive market.
Operating income of $44.6 million and operating margin of 27.9% in the first quarter of 2021 were higher than the $38.0 million and 26.4%, respectively, recorded during the same period in 2020, primarily due to higher volume and cost savings.
Liquidity and Capital Resources
Operating Activities
Cash flows from operating activities for the first quarter of 2021 increased $24.6 million, or 29%, to $109.3 million compared to the first quarter of 2020 primarily due to higher earnings and a favorable impact from the timing of accrued expenses. At March 31, 2021, working capital was $1,273.6 million and the Company’s current ratio was 4.4 to 1. At March 31, 2021, the Company’s cash and cash equivalents totaled $958.1 million, of which $471.3 million was held outside of the United States. The COVID-19 pandemic has impacted and may continue to impact the Company’s operating cash flows through direct and indirect effects on the Company’s operations, customers and supply chain. Although the Company has been able to operate through the COVID-19 pandemic with only temporary shutdowns, any future disruptions due to operational shutdowns may impact the Company’s ability to operate as well as generate operating cash flow. Based on currently available information and management’s current expectations, the Company anticipates that it has sufficient cash on hand and sufficient access to capital to continue to fund operations for at least the next twelve months. However, the continuing impact of COVID-19 and its associated containment measures cannot be predicted with certainty and may increase the Company’s incremental borrowing costs and other costs of capital and otherwise adversely affect the Company’s business, results of operations, financial condition and liquidity, and the Company cannot assure that it will have access to external financing at times and on terms the Company considers acceptable, or at all, or that the Company will not experience other liquidity issues going forward.
Investing Activities
Cash flows used in investing activities for the first quarter of 2021 decreased by $14.2 million to $119.5 million compared to the same period in 2020, primarily due to lower cash outflows for acquisitions, partially offset by higher capital expenditures.
Cash flows from operations were more than adequate to fund capital expenditures of $14.6 million and $12.8 million in the first quarters of 2021 and 2020, respectively. The Company believes it has sufficient operating cash flow to continue to meet current obligations and invest in planned capital expenditures. Capital expenditures are generally expenditures for machinery
37
and equipment that support growth and improved productivity, tooling, business system technology, replacement of equipment and investments in new facilities. Management believes that the Company has ample capacity in its plants and equipment to meet demand increases for future growth in the intermediate term.
Financing Activities
Cash flows used in financing activities for the first quarter of 2021 were $40.4 million compared to $7.8 million during the same period in 2020, primarily due to borrowings under the Revolving Facility in 2020 that did not reoccur, partially offset by lower share repurchases and shares surrendered for tax purposes in 2021.
Liquidity
The Company believes current cash, cash from operations and cash available under the Revolving Facility will be sufficient to meet its operating cash requirements, planned capital expenditures, interest and principal payments on all borrowings, pension and postretirement funding requirements and quarterly dividend payments to holders of the Company’s common stock for the foreseeable future. Additionally, in the event that suitable businesses are available for acquisition upon acceptable terms, the Company may obtain all or a portion of the financing for these acquisitions through the incurrence of additional borrowings. As of March 31, 2021, there was no balance outstanding under the Revolving Facility and $7.1 million of outstanding letters of credit, resulting in a net available borrowing capacity under the Revolving Facility of $792.9 million. The Company believes that additional borrowings through various financing alternatives remain available, if required.
On April 29, 2020, the Company completed a public offering of $500.0 million in aggregate principal amount of its 3.0% Senior Notes due 2030 (the “3.0% Senior Notes”). The net proceeds from the offering were approximately $494.4 million, after deducting the issuance discount of $0.9 million, the underwriting commission of $3.3 million and offering expenses of $1.4 million. The net proceeds were used to redeem and repay the $300.0 million aggregate principal amount outstanding of its 4.5% Senior Notes due December 15, 2020 and the related accrued interest and make-whole premium, with the balance used for general corporate purposes. The 3.0% Senior Notes bear interest at a rate of 3.0% per annum, which is payable semi-annually in arrears on May 1 and November 1 of each year. The 3.0% Senior Notes mature on May 1, 2030.
On May 31, 2019, the Company entered into a credit agreement (the “Credit Agreement”) along with certain of its subsidiaries, as borrowers (the “Borrowers”), Bank of America, N.A., as administrative agent, swing line lender and an issuer of letters of credit, with other agents party thereto. The Credit Agreement consists of a revolving credit facility (the “Revolving Facility”), which is an $800.0 million unsecured, multi-currency bank credit facility maturing on May 31, 2024. The Credit Agreement replaced the Company’s prior five-year, $700 million credit agreement, dated as of June 23, 2015, which was due to expire in June 2020. At March 31, 2021, there was no balance outstanding under the Revolving Facility and $7.1 million of outstanding letters of credit, resulting in a net available borrowing capacity under the Revolving Facility of $792.9 million.
Borrowings under the Credit Agreement bear interest, at either an alternate base rate or adjusted LIBOR plus, in each case, an applicable margin. Such applicable margin is based on the lower of the Company’s senior, unsecured, long-term debt rating or the Company’s applicable leverage ratio and can range from 0.00% to 1.275%. Based on the Company’s leverage ratio at March 31, 2021, the applicable margin was 1.00% resulting in a weighted average interest rate of 1.19% for the three months ended March 31, 2021. Interest is payable (a) in the case of base rate loans, quarterly, and (b) in the case of LIBOR loans, on the last day of the applicable interest period selected, or every three months from the effective date of such interest period for interest periods exceeding three months. The Company may request increases in the lending commitments under the Credit Agreement, but the aggregate lending commitments pursuant to such increases may not exceed $400 million.
The Company has the right, subject to certain conditions set forth in the Credit Agreement, to designate certain foreign subsidiaries of the Company as borrowers under the Credit Agreement. In connection with any such designation, the Company is required to guarantee the obligations of any such subsidiaries under the Credit Agreement.
On June 13, 2016, the Company completed a private placement of a $100 million aggregate principal amount of 3.20% Senior Notes due June 13, 2023 and a $100 million aggregate principal amount of 3.37% Senior Notes due June 13, 2025 (collectively, the “Notes”) pursuant to a Note Purchase Agreement dated June 13, 2016 (the “Purchase Agreement”). Each series of Notes bears interest at the stated amount per annum, which is payable semi-annually in arrears on each June 13th and December 13th. The Notes are unsecured obligations of the Company and rank pari passu in right of payment with all of the Company’s other unsecured, unsubordinated debt. The Company may at any time prepay all, or any portion of the Notes, provided that such portion is greater than 5% of the aggregate principal amount of the Notes then outstanding. In the event of a prepayment, the Company will pay an amount equal to par plus accrued interest plus a make-whole amount. In addition, the Company may repurchase the Notes by making an offer to all holders of the Notes, subject to certain conditions.
38
On December 9, 2011, the Company completed a public offering of $350.0 million 4.2% senior notes due December 15, 2021 (“4.2% Senior Notes”). The net proceeds from the offering of $346.2 million, after deducting a $0.9 million issuance discount, a $2.3 million underwriting commission and $0.6 million of offering expenses, were used to repay $306.0 million of outstanding bank indebtedness, with the balance used for general corporate purposes. The 4.2% Senior Notes bear interest at a rate of 4.2% per annum, which is payable semi-annually in arrears on each June 15th and December 15th. The Company may redeem all or a portion of the 4.2% Senior Notes at any time prior to maturity at the redemption prices set forth in the Note Indenture governing the 4.2% Senior Notes. The Company may issue additional debt from time to time pursuant to the Indenture. The Indenture and 4.2% Senior Notes contain covenants that limit the Company’s ability to, among other things, incur certain liens securing indebtedness, engage in certain sale-leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of the Company’s assets. The terms of the 4.2% Senior Notes also require the Company to make an offer to repurchase the 4.2% Senior Notes upon a change of control triggering event (as defined in the Indenture) at a price equal to 101% of their principal amount plus accrued and unpaid interest, if any.
There are two key financial covenants that the Company is required to maintain in connection with the Revolving Facility and the Notes: a minimum interest coverage ratio of 3.00 to 1 and a maximum leverage ratio of 3.50 to 1. In the case of the leverage ratio, there is an option to increase the ratio to 4.00 for 12 months in connection with certain acquisitions. At March 31, 2021, the Company was in compliance with both of these financial covenants, as the Company’s interest coverage ratio was 15.28 to 1 and the leverage ratio was 1.60 to 1. There are no financial covenants relating to the 3.0% Senior Notes or the 4.2% Senior Notes; however, both are subject to cross-default provisions.
Share Repurchases
On March 17, 2020, the Company’s Board of Directors approved an increase of $500.0 million in the authorized level of repurchases of common stock. This approval is in addition to the prior repurchase authorization of the Board of Directors of $300.0 million on December 1, 2015. Repurchases under the program will be funded with future cash flow generation or borrowings available under the Revolving Facility. There were no share repurchases during the three months ended March 31, 2021. During the three months ended March 31, 2020, the Company repurchased a total of 867 thousand shares at a cost of $108.9 million. As of March 31, 2021, the amount of share repurchase authorization remaining is $712.0 million.
Non-GAAP Disclosures
Set forth below are reconciliations of Adjusted gross profit, Adjusted operating income, Adjusted net income, Adjusted EPS, EBITDA and Adjusted EBITDA to the comparable measures of gross profit, operating income, net income and EPS, as determined in accordance with U.S. GAAP. The Company has reconciled Adjusted gross profit to Gross profit, Adjusted operating income to Operating income; Adjusted net income to Net income; Adjusted EPS to EPS; and consolidated EBITDA, segment EBITDA, Adjusted consolidated EBITDA and Adjusted segment EBITDA to Net income. The reconciliation of segment EBITDA to net income was performed on a consolidated basis due to the fact that the Company does not allocate consolidated interest expense or the consolidated provision for income taxes to its segments.
EBITDA, a non-GAAP measure, means earnings before interest, income taxes, depreciation and amortization. Given the acquisitive nature of the Company, which results in a higher level of amortization expense from recently acquired businesses, management uses EBITDA as an internal operating metric to provide another representation of the businesses’ performance across the Company’s three segments and for enterprise valuation purposes. Management believes that EBITDA is useful to investors as an indicator of the strength and performance of the Company and a way to evaluate and compare operating performance and value companies within the Company’s industry. Management believes that EBITDA margin is useful for the same reason as EBITDA. EBITDA is also used to calculate certain financial covenants, as discussed in Note 11 in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1, “Financial Statements” such as EBITDA interest coverage, which is EBITDA divided by consolidated interest expense. In addition, this report presents Adjusted EBITDA, which is EBITDA adjusted for items that are not reflective of ongoing operations, such as restructuring expenses and asset impairments and a fair value inventory step-up charge, and Adjusted EBITDA interest coverage, which is Adjusted EBITDA divided by consolidated interest expense. Management believes that Adjusted EBITDA is useful as a performance indicator of ongoing operations. The Company believes that Adjusted EBITDA is also useful to some investors as an indicator of the strength and performance of the Company and its segments’ ongoing business operations and a way to evaluate and compare operating performance and value companies within the Company’s industry. The definition of Adjusted EBITDA used here may differ from that used by other companies.
39
This report references organic sales, a non-GAAP measure, that refers to sales from continuing operations calculated according to U.S. GAAP but excludes (1) the impact of foreign currency translation and (2) sales from acquired or divested businesses during the first 12 months of ownership or prior to divestiture. The portion of sales attributable to foreign currency translation is calculated as the difference between (a) the period-to-period change in organic sales and (b) the period-to-period change in organic sales after applying prior period foreign exchange rates to the current year period. Management believes that reporting organic sales provides useful information to investors by helping to identify underlying growth trends in the Company’s business and facilitating easier comparisons of the Company’s revenue performance with prior and future periods and to its peers. The Company excludes the effect of foreign currency translation from organic sales because foreign currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends. The Company excludes the effect of acquisitions and divestitures because they can obscure underlying business trends and make comparisons of long-term performance difficult due to the varying nature, size and number of transactions from period to period and between the Company and its peers.
Management uses Adjusted gross profit, Adjusted operating income, Adjusted net income, Adjusted EPS and Adjusted EBITDA as metrics by which to measure performance of the Company since they exclude items that are not reflective of ongoing operations, such as restructuring expenses and asset impairments and a fair value inventory step-up charge. Management also supplements its U.S. GAAP financial statements with adjusted information to provide investors with greater insight, transparency and a more comprehensive understanding of the information used by management in its financial and operational decision making.
In addition to measuring the Company’s cash flow generation and usage based upon the operating, investing and financing classifications included in the Condensed Consolidated Statements of Cash Flows, the Company also measures free cash flow (a non-GAAP measure) which represents net cash provided by operating activities minus capital expenditures. The Company believes that free cash flow is an important measure of operating performance because it provides management a measurement of cash generated from operations that is available for mandatory payment obligations and investment opportunities, such as funding acquisitions, paying dividends, repaying debt and repurchasing the Company’s common stock.
The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP. The financial results prepared in accordance with U.S. GAAP and the reconciliations from these results should be carefully evaluated.
| 1. Reconciliations of the Change in Net Sales to Organic Net Sales | |||||||||||||||||||||||
| Three Months Ended March 31, 2021 | |||||||||||||||||||||||
| FMT | HST | FSDP | IDEX | ||||||||||||||||||||
| Change in net sales | 7 | % | 12 | % | 11 | % | 10 | % | |||||||||||||||
| - Impact from acquisitions | 3 | % | — | % | — | % | 1 | % | |||||||||||||||
| - Impact from foreign currency | 2 | % | 3 | % | 4 | % | 3 | % | |||||||||||||||
| Change in organic net sales | 2 | % | 9 | % | 7 | % | 6 | % | |||||||||||||||
| 2. Reconciliations of Reported-to-Adjusted Gross Profit and Margin | |||||||||||
| (dollars in thousands) | Three Months Ended March 31, | ||||||||||
| 2021 | 2020 | ||||||||||
| Gross profit | $ | 292,623 | $ | 271,956 | |||||||
| + Fair value inventory step-up charge | 664 | — | |||||||||
| Adjusted gross profit | $ | 293,287 | $ | 271,956 | |||||||
| Net sales | $ | 652,036 | $ | 594,462 | |||||||
| Gross profit margin | 44.9 | % | 45.7 | % | |||||||
| Adjusted gross profit margin | 45.0 | % | 45.7 | % | |||||||
40
| 3. Reconciliations of Reported-to-Adjusted Operating Income and Margin | |||||||||||||||||||||||||||||
| (dollars in thousands) | Three Months Ended March 31, 2021 | ||||||||||||||||||||||||||||
| FMT | HST | FSDP | Corporate | IDEX | |||||||||||||||||||||||||
| Reported operating income (loss) | $ | 62,897 | $ | 66,650 | $ | 44,560 | $ | (18,560) | $ | 155,547 | |||||||||||||||||||
| + Restructuring expenses and asset impairments | 943 | 625 | 97 | 563 | 2,228 | ||||||||||||||||||||||||
| + Fair value inventory step-up charge | 664 | — | — | — | 664 | ||||||||||||||||||||||||
| Adjusted operating income (loss) | $ | 64,504 | $ | 67,275 | $ | 44,657 | $ | (17,997) | $ | 158,439 | |||||||||||||||||||
| Net sales (eliminations) | $ | 243,365 | $ | 250,369 | $ | 159,484 | $ | (1,182) | $ | 652,036 | |||||||||||||||||||
| Operating margin | 25.8 | % | 26.6 | % | 27.9 | % | n/m | 23.9 | % | ||||||||||||||||||||
| Adjusted operating margin | 26.5 | % | 26.9 | % | 28.0 | % | n/m | 24.3 | % | ||||||||||||||||||||
| Three Months Ended March 31, 2020 | |||||||||||||||||||||||||||||
| FMT | HST | FSDP | Corporate | IDEX | |||||||||||||||||||||||||
| Reported operating income (loss) | $ | 66,771 | $ | 52,643 | $ | 38,037 | $ | (17,510) | $ | 139,941 | |||||||||||||||||||
| + Restructuring expenses and asset impairments | — | — | — | — | — | ||||||||||||||||||||||||
| + Fair value inventory step-up charge | — | — | — | — | — | ||||||||||||||||||||||||
| Adjusted operating income (loss) | $ | 66,771 | $ | 52,643 | $ | 38,037 | $ | (17,510) | $ | 139,941 | |||||||||||||||||||
| Net sales (eliminations) | $ | 226,861 | $ | 224,059 | $ | 144,324 | $ | (782) | $ | 594,462 | |||||||||||||||||||
| Operating margin | 29.4 | % | 23.5 | % | 26.4 | % | n/m | 23.5 | % | ||||||||||||||||||||
| Adjusted operating margin | 29.4 | % | 23.5 | % | 26.4 | % | n/m | 23.5 | % | ||||||||||||||||||||
| 4. Reconciliations of Reported-to-Adjusted Net Income and EPS | |||||||||||
| (in thousands, except EPS) | Three Months Ended March 31, | ||||||||||
| 2021 | 2020 | ||||||||||
| Reported net income attributable to IDEX | $ | 112,708 | $ | 101,998 | |||||||
| + Restructuring expenses and asset impairments | 2,228 | — | |||||||||
| + Tax impact on restructuring expenses and asset impairments | (533) | — | |||||||||
| + Fair value inventory step-up charge | 664 | — | |||||||||
| + Tax impact on fair value inventory step-up charge | (199) | — | |||||||||
| Adjusted net income attributable to IDEX | $ | 114,868 | $ | 101,998 | |||||||
41
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Reported EPS attributable to IDEX | $ | 1.48 | $ | 1.33 | |||||||
| + Restructuring expenses and asset impairments | 0.03 | — | |||||||||
| + Tax impact on restructuring expenses and asset impairments | (0.01) | — | |||||||||
| + Fair value inventory step-up charge | 0.01 | — | |||||||||
| + Tax impact on fair value inventory step-up charge | — | — | |||||||||
| Adjusted EPS attributable to IDEX | $ | 1.51 | $ | 1.33 | |||||||
| Diluted weighted average shares | 76,341 | 76,452 | |||||||||
| 5. Reconciliations of EBITDA to Net Income | |||||||||||||||||||||||||||||
| (dollars in thousands) | Three Months Ended March 31, 2021 | ||||||||||||||||||||||||||||
| FMT | HST | FSDP | Corporate | IDEX | |||||||||||||||||||||||||
| Operating income (loss) | $ | 62,897 | $ | 66,650 | $ | 44,560 | $ | (18,560) | $ | 155,547 | |||||||||||||||||||
| - Other (income) expense - net | 9 | (345) | (271) | (241) | (848) | ||||||||||||||||||||||||
| + Depreciation and amortization | 7,053 | 10,513 | 3,872 | 106 | 21,544 | ||||||||||||||||||||||||
| EBITDA | 69,941 | 77,508 | 48,703 | (18,213) | 177,939 | ||||||||||||||||||||||||
| - Interest expense | 10,776 | ||||||||||||||||||||||||||||
| - Provision for income taxes | 32,947 | ||||||||||||||||||||||||||||
| - Depreciation and amortization | 21,544 | ||||||||||||||||||||||||||||
| Net income | $ | 112,672 | |||||||||||||||||||||||||||
| Net sales (eliminations) | $ | 243,365 | $ | 250,369 | $ | 159,484 | $ | (1,182) | $ | 652,036 | |||||||||||||||||||
| Operating margin | 25.8 | % | 26.6 | % | 27.9 | % | n/m | 23.9 | % | ||||||||||||||||||||
| EBITDA margin | 28.7 | % | 31.0 | % | 30.5 | % | n/m | 27.3 | % | ||||||||||||||||||||
| EBITDA interest coverage | 16.5 | ||||||||||||||||||||||||||||
| Three Months Ended March 31, 2020 | |||||||||||||||||||||||||||||
| FMT | HST | FSDP | Corporate | IDEX | |||||||||||||||||||||||||
| Operating income (loss) | $ | 66,771 | $ | 52,643 | $ | 38,037 | $ | (17,510) | $ | 139,941 | |||||||||||||||||||
| - Other (income) expense - net | 766 | (531) | (315) | 1,645 | 1,565 | ||||||||||||||||||||||||
| + Depreciation and amortization | 5,398 | 10,659 | 3,759 | 181 | 19,997 | ||||||||||||||||||||||||
| EBITDA | 71,403 | 63,833 | 42,111 | (18,974) | 158,373 | ||||||||||||||||||||||||
| - Interest expense | 10,877 | ||||||||||||||||||||||||||||
| - Provision for income taxes | 25,501 | ||||||||||||||||||||||||||||
| - Depreciation and amortization | 19,997 | ||||||||||||||||||||||||||||
| Net income | $ | 101,998 | |||||||||||||||||||||||||||
| Net sales (eliminations) | $ | 226,861 | $ | 224,059 | $ | 144,324 | $ | (782) | $ | 594,462 | |||||||||||||||||||
| Operating margin | 29.4 | % | 23.5 | % | 26.4 | % | n/m | 23.5 | % | ||||||||||||||||||||
| EBITDA margin | 31.5 | % | 28.5 | % | 29.2 | % | n/m | 26.6 | % | ||||||||||||||||||||
| EBITDA interest coverage | 14.6 | ||||||||||||||||||||||||||||
42
| 6. Reconciliations of EBITDA to Adjusted EBITDA | |||||||||||||||||||||||||||||
| (dollars in thousands) | Three Months Ended March 31, 2021 | ||||||||||||||||||||||||||||
| FMT | HST | FSDP | Corporate | IDEX | |||||||||||||||||||||||||
EBITDA(1) | $ | 69,941 | $ | 77,508 | $ | 48,703 | $ | (18,213) | $ | 177,939 | |||||||||||||||||||
| + Restructuring expenses and asset impairments | 943 | 625 | 97 | 563 | 2,228 | ||||||||||||||||||||||||
| + Fair value inventory step-up charge | 664 | — | — | — | 664 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 71,548 | $ | 78,133 | $ | 48,800 | $ | (17,650) | $ | 180,831 | |||||||||||||||||||
| Adjusted EBITDA margin | 29.4 | % | 31.2 | % | 30.6 | % | n/m | 27.7 | % | ||||||||||||||||||||
| Adjusted EBITDA interest coverage | 16.8 | ||||||||||||||||||||||||||||
| Three Months Ended March 31, 2020 | |||||||||||||||||||||||||||||
| FMT | HST | FSDP | Corporate | IDEX | |||||||||||||||||||||||||
EBITDA(1) | $ | 71,403 | $ | 63,833 | $ | 42,111 | $ | (18,974) | $ | 158,373 | |||||||||||||||||||
| + Restructuring expenses and asset impairments | — | — | — | — | — | ||||||||||||||||||||||||
| + Fair value inventory step-up charge | — | — | — | — | — | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 71,403 | $ | 63,833 | $ | 42,111 | $ | (18,974) | $ | 158,373 | |||||||||||||||||||
| Adjusted EBITDA margin | 31.5 | % | 28.5 | % | 29.2 | % | n/m | 26.6 | % | ||||||||||||||||||||
| Adjusted EBITDA interest coverage | 14.6 | ||||||||||||||||||||||||||||
(1) EBITDA, a non-GAAP financial measure, is reconciled to net income, its most directly comparable GAAP financial measure, immediately above in Item 5.
| 7. Reconciliations of Cash Flows from Operating Activities to Free Cash Flow | |||||||||||
| Three Months Ended | |||||||||||
| (dollars in thousands) | March 31, | ||||||||||
| 2021 | 2020 | ||||||||||
| Cash flows from operating activities | $ | 109,324 | $ | 84,760 | |||||||
| - Capital expenditures | 14,609 | 12,762 | |||||||||
| Free cash flow | $ | 94,715 | $ | 71,998 | |||||||
Critical Accounting Policies
As discussed in the Annual Report on Form 10-K for the year ended December 31, 2020, the preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. See Part 1, Notes to the Condensed Consolidated Financial Statements, Note 1 Basis of Presentation and Significant Accounting Policies. There have been no changes to the Company’s critical accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2020.
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. The Company may, from time to time, enter into foreign currency forward contracts and interest rate swaps on its debt when it believes there is a financial advantage in 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, the Company does not use financial or commodity derivative instruments for trading purposes, and the use of these instruments is subject to strict approvals by senior officers. Typically, the use of
43
derivative instruments is limited to foreign currency forward contracts and interest rate swaps on the Company’s outstanding long-term debt. As of March 31, 2021, the Company did not have any derivative instruments outstanding.
Foreign Currency Exchange Rates
The Company’s foreign currency exchange rate risk is limited principally to the Euro, Swiss Franc, British Pound, Canadian Dollar, Indian Rupee, Chinese Renminbi and Swedish Krona. The Company manages its foreign exchange risk principally through invoicing customers in the same currency as the source of products. The effect of transaction gains and losses is reported within Other (income) expense-net in the Condensed Consolidated Statements of Operations.
Interest Rate Fluctuation
The Company does not have significant interest rate exposure due to all of the $1,050.2 million of debt outstanding as of March 31, 2021 being fixed rate debt.
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 Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2021.
There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
44
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its subsidiaries are party to legal proceedings as described in Note 20 in Part I, Item 1, “Legal Proceedings,” and such disclosure is incorporated by reference into this Item 1, “Legal Proceedings.” In addition, the Company and six of its subsidiaries are presently 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. These components were acquired from third party suppliers and were not manufactured by the Company or any of the defendant subsidiaries. To date, the majority of the Company’s 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 these settlements and legal costs, or how insurers may respond to claims that are tendered to them. Asbestos-related claims have been filed in jurisdictions throughout the United States and the United Kingdom. Most of the claims resolved to date have been dismissed without payment. The balance of the claims have been settled for various immaterial amounts. Only one case has been tried, resulting in a verdict for the Company’s 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 Company’s business, financial position, results of operations or cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information about the Company’s purchases of its common stock during the quarter ended March 31, 2021:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | Approximate Dollar Value that May Yet be Purchased Under the Plans or Programs(1) | |||||||||||||||||||
| January 1, 2021 to January 31, 2021 | — | $ | — | — | $ | 712,001,005 | |||||||||||||||||
| February 1, 2021 to February 28, 2021 | — | — | — | 712,001,005 | |||||||||||||||||||
| March 1, 2021 to March 31, 2021 | — | — | — | 712,001,005 | |||||||||||||||||||
| Total | — | $ | — | — | $ | 712,001,005 | |||||||||||||||||
(1)On March 17, 2020, the Company’s Board of Directors approved an increase of $500.0 million in the authorized level of repurchases of common stock. This approval is in addition to the prior repurchase authorization of the Board of Directors of $300.0 million on December 1, 2015. These authorizations have no expiration date.
45
Item 6. Exhibits.
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 10.1*,** | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1* | ||||||||
| 32.2* | ||||||||
| 101* | The following financial information from IDEX Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 formatted in Inline eXtensible Business Reporting Language (iXBRL) includes: (i) the Cover Page, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Operations, (iv) the Condensed Consolidated Statements of Comprehensive Income, (v) the Condensed Consolidated Statements of Equity, (vi) the Condensed Consolidated Statements of Cash Flows, and (vii) Notes to the Condensed Consolidated Financial Statements. | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
| * Filed herewith. | ||||||||
| ** Management contract or compensatory plan or agreement. | ||||||||
46
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 | ||||||||
| By: | /s/ WILLIAM K. GROGAN | |||||||
| William K. Grogan | ||||||||
| Senior Vice President and Chief Financial Officer (Principal Financial Officer) | ||||||||
| By: | /s/ MICHAEL J. YATES | |||||||
| Michael J. Yates | ||||||||
| Vice President and Chief Accounting Officer (Principal Accounting Officer) | ||||||||
Date: April 28, 2021
47
EX 10.1
CONFIDENTIAL SEVERANCE & GENERAL RELEASE AGREEMENT
For and in consideration of the mutual promises, covenants, and agreements made by and between Jeffrey D. Bucklew (“EMPLOYEE,” a term which includes the employee and all assigns, heirs, and successors in interest) and IDEX Corporation (the “Company,” a term which includes IDEX Corporation, any parent, subsidiary, or affiliated companies, and the officers, directors, shareholders, employees, agents, attorneys and contractors of each), as set forth below:
(1) Last Day of Employment: EMPLOYEE agrees that his employment with the Company will end on July 1, 2021 (the “Termination Date”), whereupon all benefits and privileges related to employment will cease, except as otherwise set forth in this Confidential Severance & General Release Agreement (hereinafter referred to as the “Agreement”).
(2) Consideration: In consideration for the promises and benefits made herein, the Company agrees to provide the following, provided that EMPLOYEE signs, does not revoke, and complies with, this Agreement:
(i) As consideration for EMPLOYEE’s timely execution of this Agreement, the Company will place EMPLOYEE on a transition leave from January 31, 2021 through July 1, 2021 (the “Transition Period”). During this time, EMPLOYEE will continue to be paid his regular base salary (minus applicable taxes and withholdings) and be entitled to the same medical benefits applicable to his employment prior to the Transition Period. EMPLOYEE agrees that he will provide reasonable transition services to the Company as the Company may request during the Transition Period, including but not limited to timely answering questions and providing information as requested. EMPLOYEE remains an at-will employee subject to all Company policies prior to and during the Transition Period.
If EMPLOYEE fails to sign and return this Agreement prior to the twenty-first (21st) day after his first receipt thereof (with such period not restarting in the event that changes are made to this Agreement after it is first presented to EMPLOYEE), or if EMPLOYEE revokes this Agreement within seven (7) days after execution thereof (as described below), then the Agreement is null and void, and no amounts will be payable to EMPLOYEE except as required by applicable law and the Company’s applicable plans and programs, if any.
(ii) As further consideration for EMPLOYEE’s timely execution and non-revocation of this Agreement, his compliance with the terms hereof, and his timely execution and non-revocation of the Reaffirmation and Coverage of Waiver & Release attached hereto as Exhibit A (the “Reaffirmation”), the Company will pay EMPLOYEE a lump sum payment of $424,500.00 (less applicable taxes and withholdings) (the “Severance Payment”). EMPLOYEE agrees that this amount represents his wages or salary for twelve (12) months.
The Severance Payment will be paid in the form of a lump sum payment within thirty (30) days after (a) EMPLOYEE’s Termination Date; and (b) EMPLOYEE has timely returned the signed Reaffirmation to the Company and the seven (7) day revocation period has passed without his
1
revocation thereof (provided EMPLOYEE does not breach the Agreement). To the extent (a) the Reaffirmation is not signed and returned to the Company within twenty-one (21) days of receipt, (b) the Reaffirmation is revoked within seven (7) days following EMPLOYEE’s execution thereof, or (c) EMPLOYEE breaches this Agreement, EMPLOYEE will forfeit his right to receive the Severance Payment.
(iii) As further consideration for EMPLOYEE’s timely execution and non-revocation of this Agreement, his compliance with the terms hereof, and his timely execution and non-revocation of the Reaffirmation, the Company will pay EMPLOYEE an additional lump sum of $31,608.00 (less applicable taxes and withholdings). The parties agree that this payment is intended to cover the costs of medical continuation coverage during the period corresponding to the Severance Payment described in Paragraph 2(ii) above (the “Enhanced Severance Benefit”).
The Enhanced Severance Benefit will be paid in the form of a lump sum payment within thirty (30) days after (a) EMPLOYEE’S Termination Date; and (b) EMPLOYEE has returned the signed Reaffirmation to the Company and the seven (7) day revocation period has passed without his revocation thereof (provided EMPLOYEE does not breach the Agreement). To the extent (a) the Reaffirmation is not timely signed and returned to the Company, (b) the Reaffirmation is revoked within seven (7) days following EMPLOYEE’s execution thereof, or (c) EMPLOYEE breaches the terms of this Agreement, EMPLOYEE will forfeit his right to receive the Enhanced Severance Benefit.
(iv) As further consideration for EMPLOYEE’s timely execution and non-revocation of this Agreement, his compliance with the terms hereof, and his timely execution and non-revocation of the Reaffirmation, the Company will provide EMPLOYEE with a payment of $297,150.00 (less applicable taxes and withholdings). The parties agree this constitutes an amount equal to EMPLOYEE’s targeted annual bonus under the Company’s Management Incentive Compensation Plan (“MICP”) for 2021. By executing the Agreement, EMPLOYEE agrees and acknowledges that he is not entitled to any payment pursuant to the MICP for 2021 or any subsequent plan year.
The payment required by this Paragraph 2(iv) will be paid in the form of a lump sum payment in March 2022, but only if EMPLOYEE has timely returned the signed Reaffirmation to the Company and the seven (7) day revocation period has passed without his revocation thereof and otherwise provided that EMPLOYEE has not then breached the terms of this Agreement. To the extent (a) the Reaffirmation is not timely signed and returned to the Company (b) the Reaffirmation is revoked within seven (7) days following EMPLOYEE’s execution thereof, or (c) EMPLOYEE breaches the terms of this Agreement, EMPLOYEE will forfeit his right to receive the payment described in this Paragraph 2(iv).
(v) As further consideration for EMPLOYEE’s timely execution and non-revocation of this Agreement, his compliance with the terms hereof, and his timely execution and non-revocation of the Reaffirmation, the Company will provide EMPLOYEE with outplacement services for a period of twelve (12) months, with the nature and scope of such services determined by the Company and paid by the Company directly to the outplacement service provider.
EMPLOYEE is not able to initiate outplacement services until this Agreement has been signed and returned to the Company and the seven (7) day revocation period has passed without EMPLOYEE’s revocation thereof (provided EMPLOYEE does not breach the Agreement). EMPLOYEE is required to initiate outplacement services within ninety (90) days following the Termination Date or the benefit described in this Paragraph 2(v) will be waived.
2
EMPLOYEE is not eligible for any other payments after the Termination Date, other than specifically provided herein. No severance pay or benefits will be paid or provided to EMPLOYEE until all expense reports have been received, reviewed and finalized, and all Company property has been returned as provided in Paragraph 6.
(3) Other Benefits: Nothing in this Agreement shall: (i) alter or reduce any vested, accrued pension benefits (if any) to which EMPLOYEE may be entitled under the IDEX Corporation Retirement Plan, the IDEX Corporation Defined Contribution Plan, or the IDEX Corporation Savings Plan (401(k)) Plan; (ii) alter or reduce any vested benefits (if any) to which he may be entitled under any equity-related agreement between the Company and EMPLOYEE; and/or (iii) affect EMPLOYEE’s right to elect and pay for continuation of group medical plan coverage under the Company’s group medical plans pursuant to COBRA. Any benefits under the plans identified in the preceding sentence identified shall be subject to the terms of the applicable plan documents.
EMPLOYEE will vest in any and all restricted stock awards and stock option awards which would vest under the terms of such awards based on continued service through and including the Termination Date. Effective as of the Termination Date, EMPLOYEE hereby forfeits and surrenders those parts of any and all other performance stock or share unit awards, restricted stock awards and stock option awards which are scheduled to vest based on service continuing after the Termination Date.
(4) Release of Claims: The parties agree that in consideration for the undertakings and promises of the Company, EMPLOYEE unconditionally releases, discharges, holds harmless, and agrees to indemnify the Company from each and every claim, cause of action, right, liability or demand of any kind, and from any claims which may be derived therefrom (collectively referred to as “claims”), that EMPLOYEE had, has, or might claim to have against the Company at the time the EMPLOYEE executes this Agreement (the “Effective Date”), including but not limited to claims of every kind and character, known or unknown, matured or not matured, which EMPLOYEE may have now or in the future arising from any act or omission or condition occurring on or prior to the Effective Date (including, without limitation, the future effects of such acts, omissions, or conditions), whether based on tort, contract (express or implied), or any federal, state, or local law, statute, or regulation (collectively, the ”Released Claims”).
By way of example and not in limitation of the foregoing, Released Claims shall include any claims arising under: (i) Title VII of the Civil Rights Act of 1964, 42 U.S.C §1981, the Age Discrimination in Employment Act, the Americans with Disabilities Act, any applicable state, county or local fair employment practice law or ordinance, the National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, as well as any claims asserting discrimination based upon age, race, sex, national origin, disability or handicap, religion, sexual orientation, marital status, entitlement to benefits, or any other protected status; (ii) wrongful termination; (iii) harassment; (iv) breach of contract; (v) breach of the covenant of good faith and fair dealing; (vi) negligent or intentional infliction of emotional distress; (vii) negligent or intentional misrepresentation; (viii) negligent or intentional interference with contract or prospective economic advantage; (ix) retaliation; (x) whistleblowing; (xi) defamation; (xii) invasion of privacy; and (xiii) claims related to disability. Released Claims shall also include, but not be limited to, claims for severance pay, bonuses, sick leave, vacation pay, life or health insurance, or any other fringe benefit.
EMPLOYEE likewise releases the Company from any and all claims or potential claims for damages or relief of any kind, including but not limited to back pay, front pay, compensatory damages, punitive damages, attorneys’ fees, costs, disbursements and/or the like, or for equitable relief and reinstatement.
3
EMPLOYEE acknowledges that the Released Claims include any unknown claims. If applicable, EMPLOYEE expressly waives the benefit of California Civil Code Section 1542 and any analogous laws including Montana Code Annotated Section 28-1-1602, North Dakota Century Code Section 9-13-02, South Dakota Codified Laws Section 20-7-11, and agrees that this Release shall extend to claims arising prior to the date EMPLOYEE signs this Agreement and which EMPLOYEE does not know or expect to exist in EMPLOYEE’s favor at this time. California Civil Code Section 1542 reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
Notwithstanding the foregoing, Released Claims shall not include: (i) any claims based on obligations created by or reaffirmed in this Agreement; (ii) any unemployment insurance claims and any workers' compensation claims; or (iii) any claim that cannot be waived based on applicable law.
EMPLOYEE represents and warrants that he has no lawsuit involving any Released Claims pending as of the date EMPLOYEE signs this Agreement.
(5) Non-Disparagement: EMPLOYEE promises that he shall not make, directly or indirectly, to any person or entity, including but not limited to, present or former employees of the Company, customers or vendors of the Company, any disparaging oral or written statements about the Company, its employees or customers or do anything which damages the Company and/or its services, reputation, financial status, or business relationships. This shall not be construed or enforced in a manner that would restrict EMPLOYEE’s rights, if any, under the National Labor Relations Act or any other applicable law. The Company agrees that it shall instruct Eric Ashleman, Denise Cade, Melissa Flores, Jessica Chmiel, Bill Grogan, Hilary Bryant and Mike Charpentier not to make, to any future or prospective employer or entity, any disparaging oral or written statements about EMPLOYEE. Nothing in this Agreement will preclude EMPLOYEE or the Company and its employees from supplying truthful information to any governmental authority or in response to any lawful subpoena or other legal process.
(6) Return of Company Property: EMPLOYEE warrants and represents that he has not removed and will not remove any Company property from its premises, except and to the extent authorized by the Company in writing. Except to the extent necessary to perform transition services during the Transition Period and authorized by the Company in writing, EMPLOYEE agrees to return all Company property prior to the Transition Period. To the extent any property of the Company is retained by EMPLOYEE during the Transition Period for the purpose of performing transition services, EMPLOYEE agrees to return such property to the Company immediately upon or promptly following the Termination Date. The Company’s property includes, but is not limited to, the original and any copies of any confidential Information, trade secret information, Company-issued keys, pass cards, tools, samples, fax machines, cell phones, PDAs, computers (laptop and/or desk top), credit cards, files, brochures, equipment, documents, lists, reports, printouts, drawings, plans, sketches, computer disks, zip drives, printouts and any other record or document relating to the Company or its business, products or services.
(7) Cooperation in Legal Matters: In consideration for the promises and payments by the Company pursuant to this Agreement, EMPLOYEE agrees to cooperate to the fullest extent possible in the preparation, defense or prosecution of any legal matters involving the Company about which EMPLOYEE has or may have personal knowledge, including any such matters which may be filed after the termination of EMPLOYEE’s employment. The Company agrees to reimburse EMPLOYEE for reasonable out-of-pocket costs and expenses, including reasonable legal fees agreed in writing in advance, incurred in complying with this paragraph, and will endeavor to schedule relevant meetings pursuant to this paragraph for mutually agreeable times.
4
(8) Entire Agreement & Any Prior Written Agreements: This Agreement sets forth the entire agreement and understanding of the parties and supersedes any and all prior agreements or understandings with regard to the matters covered herein, except as otherwise provided for in this Agreement. To the extent the parties hereto previously entered into any agreements relating to the topics described in the following sentence, then those agreements are still in full force. The relevant topics include: (i) the protection of Company confidential information, work product and/or trade secrets; (ii) non-solicitation of Company employees and/or customers and/or distributors; (iii) non-competition restrictions and agreements; (iv) the assignment of inventions; and/or (v) limitations on the use of intellectual property.
(9) Full & Knowing Waiver: By signing this Agreement, EMPLOYEE understands and warrants that he: (i) has read this Agreement and fully understands the provisions; (ii) agrees to the terms in this Agreement knowingly, voluntarily and without coercion or pressure; (iii) has not suffered an on the job injury for which he has not already reported to the Company; (iv) has received all wages that he is entitled to through the date of execution hereof; (v) has entered into this Agreement without reliance upon any statement or representation of any party hereto other than the statements and representations contained in writing herein; (vi) understands that nothing in this Agreement shall alter or reduce any vested or accrued benefits (if any) to which the EMPLOYEE may be entitled under the Company’s 401(k) plan, pension plan, or heath care coverage under COBRA; (vii) has been advised, in writing, to consult with an attorney if he desires before signing; (viii) understands that the benefits provided herein constitute good and adequate consideration for this Agreement; and (ix) was given at least twenty-one (21) days to consider this Agreement (although EMPLOYEE may choose to sign it sooner); provided that any changes made to this Agreement after it was first presented to EMPLOYEE does not restart the applicable twenty-one (21) day period, and given seven (7) days to revoke this Agreement (to revoke, EMPLOYEE must provide written revocation to Denise R. Cade, SVP, General Counsel and Corporate Secretary, before the expiration of the applicable seven (7) day period to be valid and, if delivered by mail, the rescission must be postmarked within the applicable period and sent by certified mail return receipt requested). EMPLOYEE agrees and acknowledges that if this Agreement is revoked pursuant to this Paragraph 9, the payments and benefits described in Paragraph 2 will not be paid or provided to EMPLOYEE.
(10) Other Proceedings: Nothing in this Agreement (including, but not limited to, the Release of Claims, Confidentiality, Non-Disparagement and Cooperation in Legal Matters provisions) or any confidential information agreement or Company policy prohibits EMPLOYEE from (a) filing a charge with, or participating in or assisting with an investigation or proceeding conducted by, any governmental, regulatory and/or administrative entity or agency (including but not limited to the Equal Employment Opportunity Commission or Occupational Safety and Health Administration); (b) filing and maintaining the confidentiality of, a claim with a governmental, regulatory and/or administrative entity or agency; or (c) providing truthful information (including confidential information) to a governmental, regulatory and/or administrative entity or agency or to a court as required by law or legal process; provided, however, that EMPLOYEE waives the right to recover any personal damages or other personal relief based on any claim that is released pursuant to the Release of Claims and brought by EMPLOYEE or on his behalf by any third party, including as a member of any class or collective action, except that EMPLOYEE does not waive any right to receive and retain any monetary award from a government-administered whistleblower award program for providing information to a governmental, regulatory and/or administrative entity or agency. The Company agrees not to contest or otherwise interfere with EMPLOYEE’s application for unemployment insurance benefits resulting from his separation from the Company. The Company will respond truthfully to any requests for information by the applicable unemployment agency. The parties further acknowledge that all determinations as to eligibility for
5
unemployment benefits are solely within the purview of the state agency and that all such benefits are granted by the state, not the Company.
(11) Future Employment with the Company: EMPLOYEE agrees that in the event that he applies for a future job at the Company, he must first fully disclose any prior work history with the Company, and that failure to do so is grounds for immediate termination or withdrawal as a candidate.
(12) Illinois Law: EMPLOYEE agrees that this Agreement and its Release will be construed in accordance with the laws of the State of Illinois without regard to conflict of laws principles.
(13) Counterparts. This Agreement may be executed in counterparts, and each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement on the part of each of the undersigned.
[Signature Page Follows]
6
IN WITNESS WHEREOF the undersigned parties signed this Agreement on the dates written below.
JEFFREY D. BUCKLEW
/s/ Jeffrey D. Bucklew
Date: _ February 5, 2021____________________________
IDEX CORPORATION
By: /s/ Denise R. Cade
Denise R. Cade
Senior Vice President, General Counsel & Corporate Secretary
Date: ____February 5, 2021___________________________
7
EXHIBIT A
Reaffirmation and Coverage of Waiver & Release
I, Jeffrey D. Bucklew, acknowledge that I have read and understand the Confidential Severance & General Release Agreement, and I agree to its terms and reaffirm all statements and releases therein that cover from the time of my signature of such Severance & General Release Agreement through and including my last day of employment, on July 1, 2021.
By signing this Reaffirmation and Coverage of Waiver & Release (this “Reaffirmation”), I understand and warrant that I: (i) have read the Agreement and this Reaffirmation and fully understand the provisions; (ii) agree to the terms in the Agreement and this Reaffirmation knowingly, voluntarily and without coercion or pressure; (iii) have not suffered an on the job injury for which I have not already reported to the Company; (iv) have received all wages that I am entitled to; (v) have entered into the Agreement and this Reaffirmation without reliance upon any statement or representation of any party other than the statements and representations contained in writing in this Agreement and this Reaffirmation; (vi) understand that nothing in the Agreement or this Reaffirmation shall alter or reduce any vested or accrued benefits (if any) to which I may be entitled under the Company’s 401(k) plan, pension plan, or heath care coverage under COBRA; (vii) have been advised, in writing, to consult with an attorney if I desire before signing this Reaffirmation; (viii) understand that the benefits provided in the Agreement constitute good and adequate consideration for executing the Agreement and this Reaffirmation; and (ix) was given at least twenty-one (21) days (from July 1, 2021 through July 21, 2021) to consider executing this Reaffirmation (although I may have chosen to sign it sooner); provided that any changes made to this Reaffirmation after it was first presented to me did not restart the applicable twenty-one (21) day period), and after signing shall be given seven (7) days to revoke this Reaffirmation (to revoke, I acknowledge that I must provide written revocation to Denise R. Cade, SVP, General Counsel and Corporate Secretary, before the expiration of the applicable seven (7) day period to be valid and, if delivered by mail, the rescission must be postmarked within the applicable period and sent by certified mail return receipt requested). I agree and acknowledge that if this Reaffirmation is revoked, then the payments and benefits described in Paragraph 2 of the Agreement will not be paid or provided to me.
IN WITNESS WHEREOF I signed this Reaffirmation on the date written below.
JEFFREY D. BUCKLEW
__________________________________
Date: _____________________________
8
Exhibit 31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, Eric D. Ashleman, 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 registrant's 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 registrant's 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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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 registrant's 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 registrant's internal control over financial reporting.
| /s/ ERIC D. ASHLEMAN | ||||||||
| Eric D. Ashleman | ||||||||
| Chief Executive Officer and President | ||||||||
Date: April 28, 2021
Exhibit 31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, William K. Grogan, 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 registrant's 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 registrant's 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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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 registrant's 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 registrant's internal control over financial reporting.
| /s/ WILLIAM K. GROGAN | ||||||||
| William K. Grogan | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
Date: April 28, 2021
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 officer's knowledge, that:
(i) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2021 (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.
| /s/ ERIC D. ASHLEMAN | ||||||||
| Eric D. Ashleman | ||||||||
| Chief Executive Officer and President | ||||||||
Date: April 28, 2021
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 officer's knowledge, that:
(i) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2021 (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.
| /s/ WILLIAM K. GROGAN | ||||||||
| William K. Grogan | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
Date: April 28, 2021