e10vq
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
June 30,
2010
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Commission file number 1-10235
IDEX CORPORATION
(Exact Name of Registrant as
Specified in its Charter)
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Delaware
(State or other jurisdiction
of
incorporation or organization)
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36-3555336
(I.R.S. Employer
Identification No.)
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1925 West Field Court, Lake Forest, Illinois
(Address of principal
executive offices)
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60045
(Zip Code)
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Registrants
telephone number:
(847) 498-7070
Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
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 and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the Exchange Act. (Check one):
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Large
accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting
company o
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(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange Act).
Yes o No þ
Number of shares of common stock of IDEX Corporation outstanding
as of July 31, 2010: 81,463,661 (net of treasury shares).
PART I.
FINANCIAL INFORMATION
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|
Item 1.
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Financial
Statements.
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IDEX
CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(in thousands except share and per share amounts)
(unaudited)
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June 30, 2010
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December 31, 2009
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ASSETS
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Current assets
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Cash and cash equivalents
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$
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159,138
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$
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73,526
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Receivables, less allowance for doubtful accounts of $5,843 at
June 30, 2010 and $6,160 at December 31, 2009
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200,430
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183,178
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Inventories net
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170,109
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159,463
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Other current assets
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47,773
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35,545
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|
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Total current assets
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577,450
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451,712
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Property, plant and equipment net
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179,284
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178,283
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Goodwill
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1,169,641
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1,180,445
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Intangible assets net
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277,431
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281,354
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Other noncurrent assets
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7,721
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6,363
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|
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Total assets
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$
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2,211,527
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$
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2,098,157
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LIABILITIES AND SHAREHOLDERS EQUITY
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Current liabilities
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Trade accounts payable
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$
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83,204
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$
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73,020
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Accrued expenses
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131,549
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98,730
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Short-term borrowings
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10,559
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8,346
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Dividends payable
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12,223
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9,586
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Total current liabilities
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237,535
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189,682
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Long-term borrowings
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459,832
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391,754
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Deferred income taxes
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152,271
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148,806
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Other noncurrent liabilities
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89,754
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99,811
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Total liabilities
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939,392
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830,053
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Commitment and contingencies
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Shareholders equity
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Preferred stock:
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Authorized: 5,000,000 shares, $.01 per share par value;
Issued: None
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Common stock:
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Authorized: 150,000,000 shares, $.01 per share par value
Issued: 84,060,937 shares at June 30, 2010 and
83,510,320 shares at December 31, 2009
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841
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835
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Additional paid-in capital
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417,942
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401,570
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Retained earnings
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949,494
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|
896,977
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|
Treasury stock at cost: 2,565,194 shares at June 30,
2010 and 2,540,052 at December 31, 2009
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|
(57,449
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)
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|
|
(56,706
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)
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Accumulated other comprehensive income (loss)
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|
(38,693
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)
|
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|
25,428
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|
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Total shareholders equity
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1,272,135
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1,268,104
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Total liabilities and shareholders equity
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$
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2,211,527
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$
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2,098,157
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|
See Notes to Condensed Consolidated Financial Statements.
1
IDEX
CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share
amounts)
(unaudited)
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Three Months Ended
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Six Months Ended
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June 30,
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June 30,
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2010
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2009
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2010
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2009
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Net sales
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$
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378,526
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$
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336,455
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$
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734,124
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$
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663,068
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Cost of sales
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223,705
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205,354
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431,762
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408,773
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Gross profit
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154,821
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131,101
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302,362
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254,295
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Selling, general and administrative expenses
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|
91,010
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81,116
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178,791
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162,898
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Restructuring expenses
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1,031
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3,250
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2,898
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5,501
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Operating income
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|
62,780
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46,735
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120,673
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85,896
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Other income (expense) net
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|
239
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|
|
|
(385
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)
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|
493
|
|
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|
(576
|
)
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Interest expense
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|
3,599
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|
|
|
4,440
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|
7,033
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|
|
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9,261
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Income before income taxes
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|
|
59,420
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|
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|
41,910
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|
|
|
114,133
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|
|
|
76,059
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|
Provision for income taxes
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|
19,022
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|
|
|
13,988
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|
37,110
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|
25,532
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|
|
|
|
|
|
|
|
|
|
|
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|
|
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Net income
|
|
$
|
40,398
|
|
|
$
|
27,922
|
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$
|
77,023
|
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|
$
|
50,527
|
|
|
|
|
|
|
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|
|
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|
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Basic earnings per common share
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$
|
0.50
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|
$
|
0.35
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|
|
$
|
0.95
|
|
|
$
|
0.63
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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Diluted earnings per common share
|
|
$
|
0.49
|
|
|
$
|
0.34
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|
|
$
|
0.94
|
|
|
$
|
0.62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Basic weighted average common shares outstanding
|
|
|
80,369
|
|
|
|
79,675
|
|
|
|
80,225
|
|
|
|
79,594
|
|
Diluted weighted average common shares outstanding
|
|
|
81,800
|
|
|
|
80,507
|
|
|
|
81,655
|
|
|
|
80,363
|
|
See Notes to Condensed Consolidated Financial Statements.
2
IDEX
CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(in thousands except share amounts)
(unaudited)
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Actuarial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
and Prior
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pensions
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
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|
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|
and Other
|
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|
Cumulative
|
|
|
|
|
|
|
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|
Common Stock
|
|
|
|
|
|
|
|
|
Post-
|
|
|
Unrealized Losses
|
|
|
|
|
|
|
|
|
|
and Additional
|
|
|
|
|
|
Cumulative
|
|
|
Retirement
|
|
|
on Derivatives
|
|
|
|
|
|
Total
|
|
|
|
Paid-In
|
|
|
Retained
|
|
|
Translation
|
|
|
Benefit
|
|
|
Designated as Cash
|
|
|
Treasury
|
|
|
Shareholders
|
|
|
|
Capital
|
|
|
Earnings
|
|
|
Adjustment
|
|
|
Plans
|
|
|
Flow Hedges
|
|
|
Stock
|
|
|
Equity
|
|
|
Balance, December 31, 2009
|
|
$
|
402,405
|
|
|
$
|
896,977
|
|
|
$
|
59,399
|
|
|
$
|
(27,258
|
)
|
|
$
|
(6,713
|
)
|
|
$
|
(56,706
|
)
|
|
$
|
1,268,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
77,023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77,023
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative translation adjustment
|
|
|
|
|
|
|
|
|
|
|
(50,865
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(50,865
|
)
|
Amortization of retirement obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
740
|
|
|
|
|
|
|
|
|
|
|
|
740
|
|
Net change on derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,996
|
)
|
|
|
|
|
|
|
(13,996
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(64,121
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 580,073 shares of common stock from issuance of
unvested shares, exercise of stock options and deferred
compensation plans, net of tax benefit
|
|
|
7,048
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,048
|
|
Unvested shares surrendered for tax withholding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(743
|
)
|
|
|
(743
|
)
|
Share-based compensation
|
|
|
9,330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,330
|
|
Cash dividends declared $.30 per common share
|
|
|
|
|
|
|
(24,506
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24,506
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2010
|
|
$
|
418,783
|
|
|
$
|
949,494
|
|
|
$
|
8,534
|
|
|
$
|
(26,518
|
)
|
|
$
|
(20,709
|
)
|
|
$
|
(57,449
|
)
|
|
$
|
1,272,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements.
3
IDEX
CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Six Months
|
|
|
|
Ended
|
|
|
|
June 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
77,023
|
|
|
$
|
50,527
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
Loss on sale of fixed assets
|
|
|
|
|
|
|
684
|
|
Depreciation and amortization
|
|
|
16,920
|
|
|
|
15,620
|
|
Amortization of intangible assets
|
|
|
12,733
|
|
|
|
12,138
|
|
Amortization of debt issuance expenses
|
|
|
219
|
|
|
|
154
|
|
Stock-based compensation expense
|
|
|
9,330
|
|
|
|
8,971
|
|
Deferred income taxes
|
|
|
1,656
|
|
|
|
6,692
|
|
Excess tax benefit from stock-based compensation
|
|
|
(2,284
|
)
|
|
|
(1,260
|
)
|
Changes in (net of the effect from acquisitions):
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
(20,950
|
)
|
|
|
6,681
|
|
Inventories
|
|
|
(14,618
|
)
|
|
|
14,084
|
|
Trade accounts payable
|
|
|
10,668
|
|
|
|
(13,363
|
)
|
Accrued expenses
|
|
|
9,547
|
|
|
|
(21,197
|
)
|
Other net
|
|
|
(4,539
|
)
|
|
|
(6,820
|
)
|
|
|
|
|
|
|
|
|
|
Net cash flows provided by operating activities
|
|
|
95,705
|
|
|
|
72,911
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment
|
|
|
(17,533
|
)
|
|
|
(10,970
|
)
|
Acquisition of businesses, net of cash acquired
|
|
|
(51,273
|
)
|
|
|
|
|
Proceeds from fixed assets disposals
|
|
|
|
|
|
|
2,882
|
|
Other net
|
|
|
|
|
|
|
330
|
|
|
|
|
|
|
|
|
|
|
Net cash flows used in investing activities
|
|
|
(68,806
|
)
|
|
|
(7,758
|
)
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Borrowings under credit facilities for acquisitions
|
|
|
53,866
|
|
|
|
|
|
Borrowings under credit facilities
|
|
|
2,266
|
|
|
|
54,771
|
|
Proceeds from issuance of senior notes
|
|
|
96,762
|
|
|
|
|
|
Payments under credit facilities
|
|
|
(73,297
|
)
|
|
|
(100,385
|
)
|
Dividends paid
|
|
|
(21,869
|
)
|
|
|
(19,302
|
)
|
Proceeds from stock option exercises
|
|
|
5,994
|
|
|
|
2,503
|
|
Excess tax benefit from stock-based compensation
|
|
|
2,284
|
|
|
|
1,260
|
|
Other net
|
|
|
(743
|
)
|
|
|
(765
|
)
|
|
|
|
|
|
|
|
|
|
Net cash flows provided by (used in) financing activities
|
|
|
65,263
|
|
|
|
(61,918
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(6,550
|
)
|
|
|
3,328
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash
|
|
|
85,612
|
|
|
|
6,563
|
|
Cash and cash equivalents at beginning of year
|
|
|
73,526
|
|
|
|
61,353
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
159,138
|
|
|
$
|
67,916
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information
|
|
|
|
|
|
|
|
|
Cash paid for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
6,840
|
|
|
$
|
9,664
|
|
Income taxes
|
|
|
24,974
|
|
|
|
24,913
|
|
Significant non-cash activities:
|
|
|
|
|
|
|
|
|
Debt acquired with acquisition of business
|
|
|
722
|
|
|
|
|
|
Issuance of unvested shares
|
|
|
2,917
|
|
|
|
3,897
|
|
See Notes to Condensed Consolidated Financial Statements.
4
IDEX
CORPORATION AND SUBSIDIARIES
(unaudited)
|
|
1.
|
Basis of
Presentation and Significant Accounting Policies
|
The Condensed Consolidated Financial Statements of IDEX
Corporation (IDEX or the Company) have
been prepared in accordance with the instructions to
Form 10-Q
under the Securities Exchange Act of 1934, as amended. The
statements are unaudited but include all adjustments, consisting
only of recurring items, except as noted, which the Company
considers necessary for a fair presentation of the information
set forth herein. The results of operations for the three and
six months ended June 30, 2010 are not necessarily
indicative of the results to be expected for the entire year.
The condensed consolidated financial statements and
Managements Discussion and Analysis of Financial Condition
and Results of Operations should be read in conjunction with the
Companys Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009.
Adoption
of New Accounting Standards
In January 2010, the Financial Accounting Standards Board
(FASB) issued ASU
2010-06,
Fair Value Measurements and Disclosures (Topic 820).
This Update provides amendments to Subtopic
820-10 and
related guidance within U.S. Generally Accepted Accounting
Principles (GAAP) to require disclosure of the
transfers in and out of Levels 1 and 2 and a schedule for
Level 3 that separately identifies purchases, sales,
issuances and settlements and requires more detailed disclosures
regarding valuation techniques and inputs. The Company adopted
this standard on its effective date, see Note 12 for
disclosures associated with the adoption of this standard.
In February 2010, the FASB issued ASU
2010-09,
Subsequent Events (Topic 855). This update provides
amendments to Subtopic
855-10-50-4
and related guidance within U.S. GAAP to clarify that an
SEC registrant is not required to disclose the date through
which subsequent events have been evaluated. This change
alleviates potential conflicts between Subtopic
855-10 and
the SECs requirements. The Company adopted this update on
its effective date.
The Company has recorded restructuring costs as a result of cost
reduction efforts and facility closings. Accruals have been
recorded based on these costs and primarily consist of employee
termination benefits. We record expenses for employee
termination benefits based on the guidance of Accounting
Standards Codification (ASC) 420, Exit or
Disposal Cost Obligations. These expenses are included in
Restructuring expenses in the Consolidated Statements of
Operations while the related restructuring accruals are included
in Accrued expenses in our Consolidated Balance Sheets.
During the three and six months ended June 30, 2010, the
Company recorded an additional $1.0 million and
$2.9 million, respectively, of pre-tax restructuring
expenses related to our 2009 restructuring initiative for
employee severance related to employee reductions across various
functional areas as well as facility closures resulting from the
Companys cost savings initiatives. In the three and six
months ended June 30, 2009, the Company recorded pre-tax
restructuring expenses totaling $3.3 million and
$5.5 million, respectively, related to this same
initiative. The 2009 initiative has included severance benefits
for over 600 employees. This initiative is expected to be
completed by the end of 2010 with an expected additional total
cost of approximately $3.0 million during the remainder of
2010.
5
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Pre-tax restructuring expenses, by segment, for the three months
ended June 30, 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance
|
|
|
|
|
|
|
|
|
|
Costs
|
|
|
Exit Costs
|
|
|
Total
|
|
|
|
(in thousands)
|
|
|
Fluid & Metering Technologies
|
|
$
|
360
|
|
|
$
|
184
|
|
|
$
|
544
|
|
Health & Science Technologies
|
|
|
337
|
|
|
|
|
|
|
|
337
|
|
Dispensing Equipment
|
|
|
5
|
|
|
|
|
|
|
|
5
|
|
Fire & Safety/Diversified Products
|
|
|
125
|
|
|
|
|
|
|
|
125
|
|
Corporate/Other
|
|
|
|
|
|
|
20
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total restructuring costs
|
|
$
|
827
|
|
|
$
|
204
|
|
|
$
|
1,031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-tax restructuring expenses, by segment for the three months
ended June 30, 2009, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance
|
|
|
|
|
|
|
|
|
|
Costs
|
|
|
Exit Costs
|
|
|
Total
|
|
|
|
(in thousands)
|
|
|
Fluid & Metering Technologies
|
|
$
|
1,083
|
|
|
$
|
202
|
|
|
$
|
1,285
|
|
Health & Science Technologies
|
|
|
625
|
|
|
|
221
|
|
|
|
846
|
|
Dispensing Equipment
|
|
|
28
|
|
|
|
479
|
|
|
|
507
|
|
Fire & Safety/Diversified Products
|
|
|
427
|
|
|
|
|
|
|
|
427
|
|
Corporate/Other
|
|
|
79
|
|
|
|
106
|
|
|
|
185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total restructuring costs
|
|
$
|
2,242
|
|
|
$
|
1,008
|
|
|
$
|
3,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-tax restructuring expenses, by segment, for the six months
ended June 30, 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance
|
|
|
|
|
|
|
|
|
|
Costs
|
|
|
Exit Costs
|
|
|
Total
|
|
|
|
(in thousands)
|
|
|
Fluid & Metering Technologies
|
|
$
|
711
|
|
|
$
|
202
|
|
|
$
|
913
|
|
Health & Science Technologies
|
|
|
846
|
|
|
|
54
|
|
|
|
900
|
|
Dispensing Equipment
|
|
|
120
|
|
|
|
|
|
|
|
120
|
|
Fire & Safety/Diversified Products
|
|
|
477
|
|
|
|
|
|
|
|
477
|
|
Corporate/Other
|
|
|
396
|
|
|
|
92
|
|
|
|
488
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total restructuring costs
|
|
$
|
2,550
|
|
|
$
|
348
|
|
|
$
|
2,898
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-tax restructuring expenses, by segment for the six months
ended June 30, 2009, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance
|
|
|
|
|
|
|
|
|
|
Costs
|
|
|
|
|
|
|
|
|
|
(Reversals)
|
|
|
Exit Costs
|
|
|
Total
|
|
|
|
(in thousands)
|
|
|
Fluid & Metering Technologies
|
|
$
|
1,895
|
|
|
$
|
490
|
|
|
$
|
2,385
|
|
Health & Science Technologies
|
|
|
1,282
|
|
|
|
412
|
|
|
|
1,694
|
|
Dispensing Equipment
|
|
|
(283
|
)
|
|
|
860
|
|
|
|
577
|
|
Fire & Safety/Diversified Products
|
|
|
450
|
|
|
|
|
|
|
|
450
|
|
Corporate/Other
|
|
|
239
|
|
|
|
156
|
|
|
|
395
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total restructuring costs
|
|
$
|
3,583
|
|
|
$
|
1,918
|
|
|
$
|
5,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Restructuring accruals of $3.3 million and
$6.9 million as of June 30, 2010 and December 31,
2009, respectively, are reflected in Accrued expenses in our
Condensed Consolidated Balance Sheets as follows:
|
|
|
|
|
|
|
(In thousands)
|
|
|
Balance at January 1, 2010
|
|
$
|
6,878
|
|
Restructuring costs
|
|
|
2,898
|
|
Payments/Utilization
|
|
|
(6,501
|
)
|
|
|
|
|
|
Balance at June 30, 2010
|
|
$
|
3,275
|
|
|
|
|
|
|
On April 15, 2010, the Company acquired Seals, Ltd
(Seals), a leading provider of proprietary high
performance seals and advanced sealing solutions for a diverse
range of global industries, including analytical
instrumentation, semiconductor/solar and process technologies.
Seals consists of the Polymer Engineering and Perlast divisions.
Seals Polymer Engineering division focuses on sealing
solutions for hazardous duty applications. The Perlast division
produces highly engineered seals for analytical instrumentation,
pharmaceutical, electronics, and food applications.
Headquartered in Blackburn, England, Seals has annual revenues
of approximately $32.0 million (£21 million).
Seals will operate as part of the Health and Science
Technologies segment. The Company acquired Seals for an
aggregate purchase price of $54.0 million, consisting of
$51.3 million in cash and the assumption of approximately
$2.7 million of debt related items. The cash payment was
financed with borrowings under the Companys Credit
Facility. Goodwill and intangible assets recognized as part of
this transaction were $29.4 million and $17.6 million,
respectively. The $29.4 million of goodwill is not
deductible for tax purposes.
The purchase price for Seals has been allocated to the assets
acquired and liabilities assumed based on estimated fair values
at the date of the acquisition. The purchase price allocation is
preliminary and further refinements may be necessary pending
certain asset and liability valuations.
The results of operations for this acquisition have been
included within the Companys financial results from the
date of the acquisition. The Company does not consider this
acquisition to be material to its results of operations for any
of the periods presented.
The Company consists of four reportable business segments:
Fluid & Metering Technologies, Health &
Science Technologies, Dispensing Equipment and Fire &
Safety/Diversified Products.
The Fluid & Metering Technologies Segment designs,
produces and distributes positive displacement pumps, flow
meters, injectors, and other fluid-handling pump modules and
systems and provides flow monitoring and other services for
water and wastewater. The Health & Science
Technologies Segment designs, produces and distributes a wide
range of precision fluidics 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 biocompatible
medical devices and implantables, air compressors used in
medical, dental and industrial applications, and precision gear
and peristaltic pump technologies that meet exacting OEM
specifications. The Dispensing Equipment Segment produces
precision equipment for dispensing, metering and mixing
colorants, paints, and hair colorants and other personal care
products used in a variety of retail and commercial businesses
around the world. The Fire & Safety/Diversified
Products Segment produces firefighting pumps and controls,
rescue tools, lifting bags and other components and systems for
the fire and rescue industry, and engineered stainless steel
banding and clamping devices used in a variety of industrial and
commercial applications.
7
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company evaluates segment performance based on several
factors, of which operating income is the primary financial
measure. Intersegment sales are accounted for at fair value as
if the sales were to third parties. Information on the
Companys business segments is presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Six Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fluid & Metering Technologies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers
|
|
$
|
174,359
|
|
|
$
|
156,759
|
|
|
$
|
347,068
|
|
|
$
|
313,490
|
|
Intersegment sales
|
|
|
189
|
|
|
|
241
|
|
|
|
357
|
|
|
|
528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total group sales
|
|
|
174,548
|
|
|
|
157,000
|
|
|
|
347,425
|
|
|
|
314,018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health & Science Technologies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers
|
|
|
99,141
|
|
|
|
71,912
|
|
|
|
185,123
|
|
|
|
143,940
|
|
Intersegment sales
|
|
|
1,345
|
|
|
|
1,904
|
|
|
|
2,885
|
|
|
|
4,064
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total group sales
|
|
|
100,486
|
|
|
|
73,816
|
|
|
|
188,008
|
|
|
|
148,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dispensing Equipment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers
|
|
|
41,102
|
|
|
|
45,658
|
|
|
|
74,640
|
|
|
|
78,531
|
|
Intersegment sales
|
|
|
33
|
|
|
|
|
|
|
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total group sales
|
|
|
41,135
|
|
|
|
45,658
|
|
|
|
74,689
|
|
|
|
78,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fire & Safety/Diversified Products:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers
|
|
|
63,924
|
|
|
|
62,126
|
|
|
|
127,293
|
|
|
|
127,107
|
|
Intersegment sales
|
|
|
67
|
|
|
|
1
|
|
|
|
99
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total group sales
|
|
|
63,991
|
|
|
|
62,127
|
|
|
|
127,392
|
|
|
|
127,109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment elimination
|
|
|
(1,634
|
)
|
|
|
(2,146
|
)
|
|
|
(3,390
|
)
|
|
|
(4,594
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales
|
|
$
|
378,526
|
|
|
$
|
336,455
|
|
|
$
|
734,124
|
|
|
$
|
663,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fluid & Metering Technologies
|
|
$
|
30,234
|
|
|
$
|
22,936
|
|
|
$
|
62,374
|
|
|
$
|
45,554
|
|
Health & Science Technologies
|
|
|
20,436
|
|
|
|
10,757
|
|
|
|
38,988
|
|
|
|
20,607
|
|
Dispensing Equipment
|
|
|
9,712
|
|
|
|
9,514
|
|
|
|
16,351
|
|
|
|
13,493
|
|
Fire & Safety/Diversified Products
|
|
|
13,916
|
|
|
|
13,309
|
|
|
|
26,987
|
|
|
|
26,880
|
|
Corporate office and other
|
|
|
(11,518
|
)
|
|
|
(9,781
|
)
|
|
|
(24,027
|
)
|
|
|
(20,638
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income
|
|
$
|
62,780
|
|
|
$
|
46,735
|
|
|
$
|
120,673
|
|
|
$
|
85,896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
Earnings
Per Common Share
|
Earnings per common share (EPS) are computed by
dividing net income by the weighted average number of shares of
common stock (basic) plus common stock equivalents outstanding
(diluted) during the period. Common stock equivalents consist of
stock options, which have been included in the calculation of
weighted average shares outstanding using the treasury stock
method, unvested shares, and shares issuable in connection with
certain deferred compensation agreements (DCUs).
8
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
ASC 260 Earnings Per Share, (ASC 260)
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 unvested shares are participating securities.
Accordingly, earnings per common share are computed using the
two-class method prescribed by ASC 260. Net income
attributable to common shareholders was reduced by
$0.4 million and $0.2 million for the three months
ended June 30, 2010 and 2009, respectively. Net income
attributable to common shareholders was reduced by
$0.7 million and $0.4 million for the six months ended
June 30, 2010 and 2009, respectively.
Basic weighted average shares reconciles to diluted weighted
average shares as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
|
|
|
Six
|
|
|
|
Months
|
|
|
Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
Basic weighted average common shares outstanding
|
|
|
80,369
|
|
|
|
79,675
|
|
|
|
80,225
|
|
|
|
79,594
|
|
Dilutive effect of stock options, unvested shares, and DCUs
|
|
|
1,431
|
|
|
|
832
|
|
|
|
1,430
|
|
|
|
769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average common shares outstanding
|
|
|
81,800
|
|
|
|
80,507
|
|
|
|
81,655
|
|
|
|
80,363
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options to purchase approximately 2.4 million and
4.2 million shares of common stock as of June 30, 2010
and 2009, respectively, were not included in the computation of
diluted EPS because the exercise price was greater than the
average market price of the Companys common stock and,
therefore, the effect of their inclusion would be antidilutive.
The components of inventories as of June 30, 2010 and
December 31, 2009 were:
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(In thousands)
|
|
|
Raw materials and component parts
|
|
$
|
116,657
|
|
|
$
|
113,777
|
|
Work-in-process
|
|
|
23,340
|
|
|
|
20,669
|
|
Finished goods
|
|
|
47,082
|
|
|
|
43,626
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
187,079
|
|
|
|
178,072
|
|
Less inventory reserves
|
|
|
16,970
|
|
|
|
18,609
|
|
|
|
|
|
|
|
|
|
|
Total
inventories-net
|
|
$
|
170,109
|
|
|
$
|
159,463
|
|
|
|
|
|
|
|
|
|
|
Inventories are stated at the lower of cost or market. Cost,
which includes material, labor, and factory overhead, is
determined on a FIFO basis.
9
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
7.
|
Goodwill
and Intangible Assets
|
The changes in the carrying amount of goodwill for the six
months ended June 30, 2010, by reportable segment, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fluid &
|
|
|
Health &
|
|
|
|
|
|
Fire & Safety/
|
|
|
|
|
|
|
Metering
|
|
|
Science
|
|
|
Dispensing
|
|
|
Diversified
|
|
|
|
|
|
|
Technologies
|
|
|
Technologies
|
|
|
Equipment
|
|
|
Products
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Balance at December 31, 2009
|
|
$
|
533,979
|
|
|
$
|
392,379
|
|
|
$
|
104,973
|
|
|
$
|
149,114
|
|
|
$
|
1,180,445
|
|
Foreign currency translation
|
|
|
(17,166
|
)
|
|
|
(2,451
|
)
|
|
|
(12,370
|
)
|
|
|
(8,259
|
)
|
|
|
(40,246
|
)
|
Acquisitions
|
|
|
|
|
|
|
29,442
|
|
|
|
|
|
|
|
|
|
|
|
29,442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2010
|
|
$
|
516,813
|
|
|
$
|
419,370
|
|
|
$
|
92,603
|
|
|
$
|
140,855
|
|
|
$
|
1,169,641
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. Annually on October 31st, goodwill and
other acquired intangible assets with indefinite lives are
tested for impairment. The Company concluded that the fair value
of each of the reporting units was in excess of the carrying
value as of October 31, 2009. The Company did not consider
there to be any triggering event that would require an interim
impairment assessment, therefore none of the goodwill or other
acquired intangible assets with indefinite lives were tested for
impairment during the six months ended June 30, 2010.
The following table provides the gross carrying value and
accumulated amortization for each major class of intangible
asset at June 30, 2010 and December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2010
|
|
|
|
|
|
At December 31, 2009
|
|
|
|
Gross
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
|
|
|
Average
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Net
|
|
|
Life
|
|
|
Amount
|
|
|
Amortization
|
|
|
Net
|
|
|
Amortizable intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents
|
|
$
|
9,721
|
|
|
$
|
(4,677
|
)
|
|
$
|
5,044
|
|
|
|
11
|
|
|
$
|
9,914
|
|
|
$
|
(4,289
|
)
|
|
$
|
5,625
|
|
Trade names
|
|
|
63,573
|
|
|
|
(11,845
|
)
|
|
|
51,728
|
|
|
|
15
|
|
|
|
63,589
|
|
|
|
(10,144
|
)
|
|
|
53,445
|
|
Customer relationships
|
|
|
161,565
|
|
|
|
(39,134
|
)
|
|
|
122,431
|
|
|
|
12
|
|
|
|
157,890
|
|
|
|
(32,422
|
)
|
|
|
125,468
|
|
Non-compete agreements
|
|
|
4,199
|
|
|
|
(3,572
|
)
|
|
|
627
|
|
|
|
4
|
|
|
|
4,268
|
|
|
|
(3,356
|
)
|
|
|
912
|
|
Unpatented technology
|
|
|
39,280
|
|
|
|
(7,478
|
)
|
|
|
31,802
|
|
|
|
14
|
|
|
|
36,047
|
|
|
|
(6,240
|
)
|
|
|
29,807
|
|
Other
|
|
|
6,226
|
|
|
|
(2,527
|
)
|
|
|
3,699
|
|
|
|
10
|
|
|
|
6,236
|
|
|
|
(2,239
|
)
|
|
|
3,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amortizable intangible assets
|
|
|
284,564
|
|
|
|
(69,233
|
)
|
|
|
215,331
|
|
|
|
|
|
|
|
277,944
|
|
|
|
(58,690
|
)
|
|
|
219,254
|
|
Banjo trade name
|
|
|
62,100
|
|
|
|
|
|
|
|
62,100
|
|
|
|
|
|
|
|
62,100
|
|
|
|
|
|
|
|
62,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
346,664
|
|
|
$
|
(69,233
|
)
|
|
$
|
277,431
|
|
|
|
|
|
|
$
|
340,044
|
|
|
$
|
(58,690
|
)
|
|
$
|
281,354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Banjo trade name is an indefinite lived intangible asset
which is tested for impairment on an annual basis or more
frequently if events or changes in circumstances indicate that
the asset might be impaired.
10
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The components of accrued expenses as of June 30, 2010 and
December 31, 2009 were:
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(In thousands)
|
|
|
Payroll and related items
|
|
$
|
42,365
|
|
|
$
|
39,315
|
|
Management incentive compensation
|
|
|
11,686
|
|
|
|
12,157
|
|
Income taxes payable
|
|
|
9,708
|
|
|
|
3,757
|
|
Insurance
|
|
|
4,271
|
|
|
|
4,375
|
|
Warranty
|
|
|
4,191
|
|
|
|
4,383
|
|
Deferred revenue
|
|
|
3,779
|
|
|
|
4,480
|
|
Restructuring
|
|
|
3,275
|
|
|
|
6,878
|
|
Forward setting interest rate contract (see Note 11)
|
|
|
26,446
|
|
|
|
|
|
Other
|
|
|
25,828
|
|
|
|
23,385
|
|
|
|
|
|
|
|
|
|
|
Total accrued expenses
|
|
$
|
131,549
|
|
|
$
|
98,730
|
|
|
|
|
|
|
|
|
|
|
|
|
9.
|
Other
Noncurrent Liabilities
|
The components of noncurrent liabilities as of June 30,
2010 and December 31, 2009 were:
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(In thousands)
|
|
|
Pension and retiree medical obligations
|
|
$
|
66,017
|
|
|
$
|
67,426
|
|
Interest rate exchange agreements
|
|
|
6,022
|
|
|
|
10,497
|
|
Deferred revenue
|
|
|
4,687
|
|
|
|
5,353
|
|
Other
|
|
|
13,028
|
|
|
|
16,535
|
|
|
|
|
|
|
|
|
|
|
Total other noncurrent liabilities
|
|
$
|
89,754
|
|
|
$
|
99,811
|
|
|
|
|
|
|
|
|
|
|
Borrowings at June 30, 2010 and December 31, 2009
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(In thousands)
|
|
|
Credit Facility
|
|
$
|
275,614
|
|
|
$
|
298,732
|
|
Term Loan
|
|
|
90,000
|
|
|
|
95,000
|
|
Euro-denominated
Senior Notes
|
|
|
98,869
|
|
|
|
|
|
Other borrowings
|
|
|
5,908
|
|
|
|
6,368
|
|
|
|
|
|
|
|
|
|
|
Total borrowings
|
|
|
470,391
|
|
|
|
400,100
|
|
Less current portion
|
|
|
10,559
|
|
|
|
8,346
|
|
|
|
|
|
|
|
|
|
|
Total long-term borrowings
|
|
$
|
459,832
|
|
|
$
|
391,754
|
|
|
|
|
|
|
|
|
|
|
The Company maintains a $600.0 million unsecured domestic,
multi-currency bank revolving credit facility (Credit
Facility), which expires on December 21, 2011. In
2008, the Credit Facility was amended to allow the Company to
designate certain foreign subsidiaries as designated borrowers.
Upon approval from the lenders, the
11
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
designated borrowers were allowed to receive loans under the
Credit Facility. A designated borrower sublimit was established
as the lesser of the aggregate commitments or
$100.0 million. As of the amendment date, Fluid Management
Europe B.V., (FME) was approved by the lenders as a designated
borrower. On March 16, 2010, IDEX UK Ltd. (IDEX
UK) was also approved by the lenders as a designated
borrower which allowed them to receive loans under the Credit
Facility. FME had no borrowings under the Credit Facility as of
June 30, 2010. IDEX UKs borrowings under the Credit
Facility at June 30, 2010 were £17.0 million
($25.6 million). As the IDEX UKs borrowings
under the Credit Facility are British Pound denominated and the
cash flows that will be used to make payments of principal and
interest are predominately denominated in British Pound, the
Company does not anticipate any significant foreign exchange
gains or losses in servicing this debt.
At June 30, 2010 there was $275.6 million outstanding
under the Credit Facility and outstanding letters of credit
totaled approximately $7.1 million. The net available
borrowing under the Credit Facility as of June 30, 2010,
was approximately $317.3 million. Interest is payable
quarterly on the outstanding borrowings at the bank agents
reference rate. Interest on borrowings based on LIBOR plus an
applicable margin is payable on the maturity date of the
borrowing, or quarterly from the effective date for borrowings
exceeding three months. The applicable margin is based on the
Companys senior, unsecured, long-term debt rating and can
range from 24 basis points to 50 basis points. Based
on the Companys BBB rating at June 30, 2010, the
applicable margin was 40 basis points. An annual Credit
Facility fee, also based on the Companys credit rating, is
currently 10 basis points and is payable quarterly.
At June 30, 2010 the Company had one interest rate exchange
agreement related to the Credit Facility. The interest rate
exchange agreement, expiring in January 2011, effectively
converted $250.0 million of floating-rate debt into
fixed-rate debt at an interest rate of 3.25%. This fixed rate
consists of the fixed rate on the interest rate exchange
agreement and the Companys current margin of 40 basis
points on the Credit Facility.
On April 18, 2008, the Company completed a
$100.0 million unsecured senior bank term loan agreement
(Term Loan) with covenants consistent with the
existing Credit Facility and a maturity on December 21,
2011. At June 30, 2010, there was $90.0 million
outstanding under the Term Loan with $7.5 million included
within short term borrowings. Interest under the Term Loan is
based on the bank agents reference rate or LIBOR plus an
applicable margin and is payable at the end of the selected
interest period, but at least quarterly. The applicable margin
is based on the Companys senior, unsecured, long-term debt
rating and can range from 45 to 100 basis points. Based on
the Companys current debt rating, the applicable margin is
80 basis points. The Term Loan requires a repayment of
$7.5 million in April 2011, with the remaining balance due
on December 21, 2011. The Company used the proceeds from
the Term Loan to pay down existing debt outstanding under the
Credit Facility.
At June 30, 2010 the Company had an interest rate exchange
agreement related to the Term Loan that expires in December
2011. With a current notional amount of $90.0 million, the
agreement effectively converted $100.0 million of
floating-rate debt into fixed-rate debt at an interest rate of
4.00%. The fixed rate consists of the fixed rate on the interest
rate exchange agreement and the Companys current margin of
80 basis points on the Term Loan.
On April 15, 2010, the Company entered into a forward
setting interest rate contract with a notional amount of
$300.0 million and an effective date of December 8,
2010 whereby the Company will pay fixed interest and will
receive floating rate interest based on LIBOR on the effective
date of December 8, 2010. This swap was entered into in
anticipation of the expected issuance of $300.0 million of
new debt during the fourth quarter of 2010 and was designed to
lock in the current market interest rate as of April 15,
2010.
On June 9, 2010, the Company completed a private placement
of 81.0 million ($96.8 million) aggregate
principal amount of 2.58% Series 2010 Senior Notes due
June 9, 2015 (Senior Notes) pursuant to a
Master Note Purchase Agreement, dated June 9, 2010 (the
Purchase Agreement). The Purchase Agreement provides
for the issuance of additional series of notes in the future.
The Senior Notes bear interest at a rate of 2.58% per annum and
will mature on June 9, 2015. The Senior Notes are unsecured
obligations of the Company and rank pari passu in right of
payment with all of the Companys other senior debt. The
Company may at any time prepay all or any portion of the Senior
Notes; provided that such portion is greater than 5% of the
aggregate principal amount of the
12
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Senior Notes then outstanding under the Purchase Agreement. In
the event of a prepayment, the Company will pay an amount equal
to par plus accrued interest plus a make-whole premium. The
Purchase Agreement contains certain covenants that restrict the
Companys ability to, among other things, transfer or sell
assets, create liens and engage in certain mergers or
consolidations. In addition, the Company must comply with a
leverage ratio and interest coverage ratio as set forth in the
Purchase Agreement. 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
outstanding Senior Notes will become due and payable immediately
without further action or notice. In the case of payment events
of defaults, any holder of the Senior Notes affected thereby may
declare all the Senior Notes held by it due and payable
immediately. In the case of any other event of default, a
majority of the holders of the Senior Notes may declare all the
Senior Notes to be due and payable immediately. The Company used
a portion of the proceeds from the private placement to pay down
existing debt outstanding under the Euro denominated Credit
Facility, with the remainder being used for ongoing business
activities.
|
|
11.
|
Derivative
Instruments
|
The Company enters into cash flow hedges to reduce the exposure
to variability in certain expected future cash flows. The type
of cash flow hedges the Company enters into includes foreign
currency contracts and interest rate exchange agreements that
effectively convert a portion of floating-rate debt to
fixed-rate debt and are designed to reduce the impact of
interest rate changes on future interest expense.
The effective portion of gains or losses on interest rate
exchange agreements is reported in accumulated other
comprehensive income in shareholders equity and
reclassified into net income in the same period or periods in
which the hedged transaction affects net income. The remaining
gain or loss in excess of the cumulative change in the present
value of future cash flows or the hedged item, if any, is
recognized into net income during the period of change.
Fair values relating to derivative financial instruments reflect
the estimated amounts that the Company would receive or pay to
sell or buy the contracts based on quoted market prices of
comparable contracts at each balance sheet date.
At June 30, 2010, the Company had three interest rate
exchange agreements. The first interest rate exchange agreement,
expiring in January 2011, effectively converted
$250.0 million of floating-rate debt into fixed-rate debt
at an interest rate of 3.25%. The second interest rate exchange
agreement, expiring in December 2011, with a current notional
amount of $90.0 million, effectively converted
$100.0 million of floating-rate debt into fixed-rate debt
at an interest rate of 4.00%. The fixed rate consists of the
fixed rate on the interest rate exchange agreements and the
Companys current margin of 40 basis points for the
Credit Facility and 80 basis points on the Term Loan. The
forward setting interest rate contract currently has a notional
amount of $300.0 million and an effective date of
December 8, 2010. The Company will pay fixed interest and
will receive floating rate interest based on LIBOR on the
effective date of December 8, 2010. This instrument was
entered into in anticipation of the expected issuance of
$300.0 million of new debt during the fourth quarter of
2010 and was designed to lock in the current market interest
rate as of April 15, 2010.
Based on interest rates at June 30, 2010, approximately
$7.0 million of the amount included in accumulated other
comprehensive income in shareholders equity at
June 30, 2010 will be recognized to net income over the
next 12 months as the underlying hedged transactions are
realized.
At June 30, 2010, the Company had foreign currency exchange
contracts with an aggregate notional amount of $5.5 million
to manage its exposure to fluctuations in foreign currency
exchange rates. The change in fair market value of these
contracts for the six months ended June 30, 2010 was
immaterial.
13
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table sets forth the fair value amounts of
derivative instruments held by the Company as of June 30,
2010 and December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value-Liabilities
|
|
|
|
|
June 30,
|
|
December 31,
|
|
|
|
|
2010
|
|
2009
|
|
Balance Sheet Caption
|
|
|
(In thousands)
|
|
|
|
Forward setting interest rate contract
|
|
$
|
26,446
|
|
|
$
|
|
|
|
Accrued expenses
|
Interest rate exchange agreements
|
|
|
6,022
|
|
|
|
10,497
|
|
|
Other noncurrent liabilities
|
Foreign exchange contracts
|
|
|
3
|
|
|
|
|
|
|
Accrued expenses
|
The following table summarizes the net change recognized and the
amounts and location of income (expense) and gain (loss)
reclassified into income for interest rate contracts and foreign
currency contracts as of June 30, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss)
|
|
|
|
|
|
|
Recognized in
|
|
|
|
|
|
|
|
|
Other
|
|
Expense
|
|
|
|
|
Comprehensive
|
|
and Gain
|
|
|
|
|
Income
|
|
Reclassified into Income
|
|
|
|
|
Three Months Ended June 30,
|
|
Income
|
|
|
2010
|
|
2009
|
|
2010
|
|
2009
|
|
Statement Caption
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Interest rate agreements
|
|
$
|
(26,871
|
)
|
|
$
|
1,580
|
|
|
$
|
(2,279
|
)
|
|
$
|
(1,917
|
)
|
|
Interest expense
|
Foreign exchange contracts
|
|
|
2
|
|
|
|
450
|
|
|
|
|
|
|
|
133
|
|
|
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss)
|
|
|
|
|
|
|
Recognized in
|
|
|
|
|
|
|
|
|
Other
|
|
Expense
|
|
|
|
|
Comprehensive
|
|
and Gain
|
|
|
|
|
Income
|
|
Reclassified into Income
|
|
|
|
|
Six Months Ended June 30,
|
|
Income
|
|
|
2010
|
|
2009
|
|
2010
|
|
2009
|
|
Statement Caption
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Interest rate agreements
|
|
$
|
(26,755
|
)
|
|
$
|
(192
|
)
|
|
$
|
(4,605
|
)
|
|
$
|
(3,609
|
)
|
|
Interest expense
|
Foreign exchange contracts
|
|
|
2
|
|
|
|
381
|
|
|
|
|
|
|
|
53
|
|
|
Sales
|
|
|
12.
|
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
entitys own assumptions.
|
14
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table summarizes the basis used to measure the
Companys financial assets and liabilities at fair value on
a recurring basis in the balance sheet at June 30, 2010 and
December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis of Fair Value Measurements
|
|
|
Balance at
|
|
|
|
|
|
|
|
|
June 30, 2010
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
(In thousands)
|
|
Money market investment
|
|
$
|
47,051
|
|
|
$
|
47,051
|
|
|
|
|
|
|
|
|
|
Interest rate agreements
|
|
$
|
32,468
|
|
|
|
|
|
|
$
|
32,468
|
|
|
|
|
|
Foreign currency contracts
|
|
$
|
3
|
|
|
|
|
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis of Fair Value Measurements
|
|
|
Balance at
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
|
|
(In thousands)
|
|
Money market investment
|
|
$
|
9,186
|
|
|
$
|
9,186
|
|
|
|
|
|
|
|
|
|
Interest rate agreements
|
|
$
|
10,497
|
|
|
|
|
|
|
$
|
10,497
|
|
|
|
|
|
There were no transfers of assets or liabilities between
Level 1 and Level 2 during the first six months of
2010.
In determining the fair value of the Companys interest
rate exchange agreement derivatives, the Company uses a present
value of expected cash flows based on market observable interest
rate yield curves commensurate with the term of each instrument
and the credit default swap market to reflect the credit risk of
either the Company or the counterparty.
The carrying value of our cash and cash equivalents, accounts
receivable, accounts payable and accrued expenses approximates
their fair values because of the short term nature of these
instruments. At June 30, 2010, the fair value of our Credit
Facility, Term Loan and Senior Notes, based on the current
market rates for debt with similar credit risk and maturity, was
approximately $455.4 million compared to the carrying value
of $464.5 million.
|
|
13.
|
Common
and Preferred Stock
|
At June 30, 2010 and December 31, 2009, the Company
had 150 million shares of authorized common stock, with a
par value of $.01 per share and 5 million shares of
preferred stock with a par value of $.01 per share. No preferred
stock was issued as of June 30, 2010 and December 31,
2009.
|
|
14.
|
Share-Based
Compensation
|
During the six months ending June 30, 2010, the Company
granted approximately 0.9 million stock options and
0.3 million unvested shares, respectively. During the six
months ending June 30, 2009, the Company granted
approximately 1.2 million stock options and
0.3 million unvested shares, respectively.
Total compensation cost for stock options is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Cost of goods sold
|
|
$
|
271
|
|
|
$
|
214
|
|
|
$
|
529
|
|
|
$
|
538
|
|
Selling, general and administrative expenses
|
|
|
1,906
|
|
|
|
1,407
|
|
|
|
3,863
|
|
|
|
3,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expense before income taxes
|
|
|
2,177
|
|
|
|
1,621
|
|
|
|
4,392
|
|
|
|
4,192
|
|
Income tax benefit
|
|
|
(713
|
)
|
|
|
(515
|
)
|
|
|
(1,413
|
)
|
|
|
(1,358
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expense after income taxes
|
|
$
|
1,464
|
|
|
$
|
1,106
|
|
|
$
|
2,979
|
|
|
$
|
2,834
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Total compensation cost for unvested shares is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Six Months
|
|
|
|
Ended June 30,
|
|
|
Ended June 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Cost of goods sold
|
|
$
|
138
|
|
|
$
|
62
|
|
|
$
|
265
|
|
|
$
|
124
|
|
Selling, general and administrative expenses
|
|
|
2,267
|
|
|
|
1,743
|
|
|
|
4,673
|
|
|
|
4,655
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expense before income taxes
|
|
|
2,405
|
|
|
|
1,805
|
|
|
|
4,938
|
|
|
|
4,779
|
|
Income tax benefit
|
|
|
(483
|
)
|
|
|
(311
|
)
|
|
|
(1,050
|
)
|
|
|
(783
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expense after income taxes
|
|
$
|
1,922
|
|
|
$
|
1,494
|
|
|
$
|
3,888
|
|
|
$
|
3,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Classification of stock compensation cost within the
Consolidated Statements of Operations is consistent with
classification of cash compensation for the same employees and
$0.1 million of compensation cost was capitalized as part
of inventory.
As of June 30, 2010, there was $13.7 million of total
unrecognized compensation cost related to stock options that is
expected to be recognized over a weighted-average period of
1.5 years, and $14.2 million of total unrecognized
compensation cost related to unvested shares that is expected to
be recognized over a weighted-average period of 1.1 years.
The Company sponsors several qualified and nonqualified defined
benefit and defined contribution pension plans and other
postretirement plans for its employees. The following tables
provide the components of net periodic benefit cost for its
major defined benefit plans and its other postretirement plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
|
Three Months Ended June 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
U.S.
|
|
|
Non-U.S.
|
|
|
U.S.
|
|
|
Non-U.S.
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Service cost
|
|
$
|
469
|
|
|
$
|
173
|
|
|
$
|
351
|
|
|
$
|
203
|
|
Interest cost
|
|
|
1,139
|
|
|
|
519
|
|
|
|
1,079
|
|
|
|
520
|
|
Expected return on plan assets
|
|
|
(1,108
|
)
|
|
|
(80
|
)
|
|
|
(840
|
)
|
|
|
(193
|
)
|
Net amortization
|
|
|
1,127
|
|
|
|
72
|
|
|
|
1,218
|
|
|
|
91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
1,627
|
|
|
$
|
684
|
|
|
$
|
1,808
|
|
|
$
|
621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
|
|
Six Months Ended June 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
U.S.
|
|
|
Non-U.S.
|
|
|
U.S.
|
|
|
Non-U.S.
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Service cost
|
|
$
|
938
|
|
|
$
|
357
|
|
|
$
|
776
|
|
|
$
|
395
|
|
Interest cost
|
|
|
2,279
|
|
|
|
1,071
|
|
|
|
2,188
|
|
|
|
1,013
|
|
Expected return on plan assets
|
|
|
(2,216
|
)
|
|
|
(163
|
)
|
|
|
(1,753
|
)
|
|
|
(372
|
)
|
Net amortization
|
|
|
2,254
|
|
|
|
148
|
|
|
|
2,436
|
|
|
|
177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
3,255
|
|
|
$
|
1,413
|
|
|
$
|
3,647
|
|
|
$
|
1,213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
IDEX
CORPORATION AND SUBSIDIARIES
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Postretirement Benefits
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Service cost
|
|
$
|
130
|
|
|
$
|
146
|
|
|
$
|
260
|
|
|
$
|
292
|
|
Interest cost
|
|
|
260
|
|
|
|
337
|
|
|
|
519
|
|
|
|
674
|
|
Net amortization
|
|
|
(76
|
)
|
|
|
12
|
|
|
|
(175
|
)
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
314
|
|
|
$
|
495
|
|
|
$
|
604
|
|
|
$
|
990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company previously disclosed in its financial statements for
the year ended December 31, 2009, that it expected to
contribute approximately $4.7 million to these pension
plans and $1.0 million to its other postretirement benefit
plans in 2010. As of June 30, 2010, $2.3 million of
contributions have been made to the pension plans and
$0.5 million have been made to its other postretirement
benefit plans. The Company presently anticipates contributing up
to an additional $2.9 million in 2010 to fund these pension
plans and other postretirement benefit plans.
In March of 2010 the United States enacted two new laws relating
to healthcare. The enactment of the Patient Protection and
Affordable Care Act and the Health Care and Education
Reconciliation Act of 2010 has resulted in comprehensive health
care reform. The Company is currently evaluating the
requirements and effect of this new legislation and does not
expect it to have a material impact on the consolidated
financial position, results of operations or cash flows of the
Company.
The Company is party to various legal proceedings arising in the
ordinary course of business, none of which are expected to have
a material adverse effect on its business, financial condition,
results of operations or cash flows.
The Companys provision for income taxes is based upon
estimated annual tax rates for the year applied to federal,
state and foreign income. The provision for income taxes
increased to $19.0 million in the second quarter of 2010
from $14.0 million in the second quarter of 2009. The
effective tax rate decreased to 32.0% for the second quarter of
2010 compared to 33.4% in the second quarter of 2009 due to the
mix of global pre-tax income among jurisdictions.
The provision for income taxes increased to $37.1 million
in the first six months of 2010 from $25.5 million in the
same period of 2009. The effective tax rate decreased to 32.5%
for the first six months of 2010 compared to 33.6% in the same
period of 2009 due to the mix of global pre-tax income among
jurisdictions.
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
Companys gross unrecognized tax benefits balance may
change within the next twelve months by a range of zero to
$0.6 million.
On July 21, 2010, the Company acquired OBL, S.r.l.
(OBL) for cash consideration of approximately
$16.8 million (13.1 million). OBL, a leading
provider of mechanical and hydraulic diaphragm pumps, provides
polymer blending systems and related accessories for a diverse
range of global industries, including water, waste water, oil
and gas, petro-chemical and power generation markets.
Headquartered in Milan, Italy, with annual revenues of
approximately $10.9 million (8.5 million), OBL
will operate within IDEXs Fluid and Metering Technologies
segment as part of the Water and Waste Water Group of Companies.
17
|
|
Item 2.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
|
Cautionary
Statement Under the Private Securities Litigation Reform
Act
The Historical Overview and the Liquidity and
Capital Resources sections of this managements
discussion and analysis of our financial condition and results
of operations contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act of 1934, as
amended. These statements may relate to, among other things,
operating results and are indicated by words or phrases such as
expects, should, will, and
similar words or phrases. These statements are subject to
inherent uncertainties and risks that could cause actual results
to differ materially from those anticipated at the date of this
filing. The risks and uncertainties include, but are not limited
to, IDEX Corporations (IDEX or the
Company) ability to integrate and operate acquired
businesses on a profitable basis and other risks and
uncertainties identified under the heading Risk
Factors included in item 1A of the Companys
Annual Report on
Form 10-K
for the year ended December 31, 2009 and information
contained in subsequent periodic reports filed by IDEX with the
Securities and Exchange Commission. Investors are cautioned not
to rely unduly on forward-looking statements when evaluating the
information presented here.
Historical
Overview
IDEX Corporation is an applied solutions company specializing in
fluid and metering technologies, health and science
technologies, dispensing equipment, and fire, safety and other
diversified products built to its customers
specifications. Our products are sold in niche markets to a wide
range of industries throughout the world. Accordingly, our
businesses are affected by levels of industrial activity and
economic conditions in the U.S. and in other countries
where we do business and by the relationship of the
U.S. dollar to other currencies. Levels of capacity
utilization and capital spending in certain industries and
overall industrial activity are among the factors that influence
the demand for our products.
The Company consists of four reportable segments:
Fluid & Metering Technologies, Health &
Science Technologies, Dispensing Equipment and Fire &
Safety/Diversified Products.
The Fluid & Metering Technologies Segment designs,
produces and distributes positive displacement pumps, flow
meters, injectors, and other fluid-handling pump modules and
systems and provides flow monitoring and other services for
water and wastewater. The Health & Science
Technologies Segment designs, produces and distributes a wide
range of precision fluidics solutions, including very high
precision, low-flow rate pumping solutions required in
analytical instrumentation, clinical diagnostics and drug
discovery, high performance molded and extruded biocompatible
medical devices and implantables, air compressors used in
medical, dental and industrial applications, and precision gear
and peristaltic pump technologies that meet exacting OEM
specifications. The Dispensing Equipment Segment produces
precision equipment for dispensing, metering and mixing
colorants, paints, and hair colorants and other personal care
products used in a variety of retail and commercial businesses
around the world. The Fire & Safety/Diversified
Products Segment produces firefighting pumps and controls,
rescue tools, lifting bags and other components and systems for
the fire and rescue industry, and engineered stainless steel
banding and clamping devices used in a variety of industrial and
commercial applications
Results
of Operations
The following is a discussion and analysis of our financial
position and results of operations for the periods ended
June 30, 2010 and 2009. For purposes of this discussion and
analysis section, reference is made to the table below and the
Companys Condensed Consolidated Statements of Operations
included in Item 1.
Performance
in the Three Months Ended June 30, 2010 Compared with the
Same Period of 2009
Sales in the three months ended June 30, 2010 were
$378.5 million, a 13% increase from the comparable period
last year. This increase reflects a 11% increase in organic
sales and 3% from acquisition (Seals April 2010),
partially offset by 1% from unfavorable foreign currency
translation. Sales to international customers represented
approximately 48% of total sales in the current period compared
to 44% in the same period in 2009.
18
For the second quarter of 2010, Fluid & Metering
Technologies contributed 46 percent of sales and
41 percent of operating income; Health & Science
Technologies accounted for 26 percent of sales and
27 percent of operating income; Dispensing Equipment
accounted for 11 percent of sales and 13 percent of
operating income; and Fire & Safety/Diversified
Products represented 17 percent of sales and
19 percent of operating income.
Fluid & Metering Technologies sales of
$174.5 million for the three months ended June 30,
2010 increased $17.5 million, or 11% compared with 2009,
reflecting a 12% increase in organic growth and 1% unfavorable
foreign currency translation. The increase in organic growth was
driven by strong global growth in chemical and water and waste
water markets. In the second quarter of 2010, organic sales
increased approximately 11% domestically and 12%
internationally. Organic business sales to customers outside the
U.S. were approximately 45% of total segment sales during
the second quarter of 2010 and 40% in 2009.
Health & Science Technologies sales of
$100.5 million increased $26.7 million, or 36% in the
second quarter of 2010 compared with 2009. This reflects a 26%
increase in organic growth and 11% from acquisition
(Seals April 2010), partially offset by 1% from
unfavorable foreign currency translation. The increase in
organic growth reflects market strength across all
Health & Science Technologies products. In the second
quarter of 2010, organic sales increased 21% domestically and
34% internationally. Organic business sales to customers outside
the U.S. were approximately 40% of total segment sales in
the second quarter of 2010, compared to 35% in 2009.
Dispensing Equipment sales of $41.1 million decreased
$4.5 million, or 10% in the second quarter of 2010 compared
with 2009. This decrease reflects 8% from organic sales and 2%
from unfavorable foreign currency translation. The decrease in
organic growth is due to continued market softness in North
America and Europe. In the second quarter of 2010, organic sales
decreased 31% domestically, primarily due to a large
replenishment project recorded in the second quarter of 2009,
and increased 14% internationally. Organic sales to customers
outside the U.S. were approximately 65% of total segment
sales in the second quarter of 2010, compared with 56% in the
comparable quarter of 2009.
Fire & Safety/Diversified Products sales of
$64.0 million increased $1.9 million, or 3% in the
second quarter of 2010 compared with 2009. This change reflects
a 5% increase in organic business volume, partially offset by 2%
unfavorable foreign currency translation. The change in organic
business reflects strength in rescue equipment and engineered
band clamping systems, partially offset by weakness in fire
suppression. In the second quarter of 2010, organic business
sales decreased 5% domestically and increased 16%
internationally. Organic sales to customers outside the
U.S. were approximately 53% of total segment sales in the
second quarter of 2010, compared to 52% in 2009.
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
Six Months
|
|
|
|
Ended June
30,(1)
|
|
|
Ended
June 30,(1)
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
Fluid & Metering Technologies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
174,548
|
|
|
$
|
157,000
|
|
|
$
|
347,425
|
|
|
$
|
314,018
|
|
Operating
income(2)
|
|
|
30,234
|
|
|
|
22,936
|
|
|
|
62,374
|
|
|
|
45,554
|
|
Operating margin
|
|
|
17.3
|
%
|
|
|
14.6
|
%
|
|
|
18.0
|
%
|
|
|
14.5
|
%
|
Depreciation and amortization
|
|
$
|
8,203
|
|
|
$
|
8,566
|
|
|
$
|
16,225
|
|
|
$
|
16,335
|
|
Capital expenditures
|
|
|
6,063
|
|
|
|
3,315
|
|
|
|
9,671
|
|
|
|
5,872
|
|
Health & Science Technologies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
100,486
|
|
|
$
|
73,816
|
|
|
$
|
188,008
|
|
|
$
|
148,004
|
|
Operating
income(2)
|
|
|
20,436
|
|
|
|
10,757
|
|
|
|
38,988
|
|
|
|
20,607
|
|
Operating margin
|
|
|
20.3
|
%
|
|
|
14.6
|
%
|
|
|
20.7
|
%
|
|
|
13.9
|
%
|
Depreciation and amortization
|
|
$
|
4,364
|
|
|
$
|
3,200
|
|
|
$
|
7,879
|
|
|
$
|
6,713
|
|
Capital expenditures
|
|
|
2,300
|
|
|
|
652
|
|
|
|
3,764
|
|
|
|
1,914
|
|
Dispensing Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
41,135
|
|
|
$
|
45,658
|
|
|
$
|
74,689
|
|
|
$
|
78,531
|
|
Operating
income(2)
|
|
|
9,712
|
|
|
|
9,514
|
|
|
|
16,351
|
|
|
|
13,493
|
|
Operating margin
|
|
|
23.6
|
%
|
|
|
20.8
|
%
|
|
|
21.9
|
%
|
|
|
17.2
|
%
|
Depreciation and amortization
|
|
$
|
1,131
|
|
|
$
|
886
|
|
|
$
|
2,164
|
|
|
$
|
1,670
|
|
Capital expenditures
|
|
|
459
|
|
|
|
340
|
|
|
|
642
|
|
|
|
558
|
|
Fire & Safety/Diversified Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
63,991
|
|
|
$
|
62,127
|
|
|
$
|
127,392
|
|
|
$
|
127,109
|
|
Operating
income(2)
|
|
|
13,916
|
|
|
|
13,309
|
|
|
|
26,987
|
|
|
|
26,880
|
|
Operating margin
|
|
|
21.8
|
%
|
|
|
21.4
|
%
|
|
|
21.2
|
%
|
|
|
21.2
|
%
|
Depreciation and amortization
|
|
$
|
1,346
|
|
|
$
|
1,248
|
|
|
$
|
2,798
|
|
|
$
|
2,528
|
|
Capital expenditures
|
|
|
1,012
|
|
|
|
894
|
|
|
|
1,876
|
|
|
|
1,716
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
378,526
|
|
|
$
|
336,455
|
|
|
$
|
734,124
|
|
|
$
|
663,068
|
|
Operating
income(2)
|
|
|
62,780
|
|
|
|
46,735
|
|
|
|
120,673
|
|
|
|
85,896
|
|
Operating margin
|
|
|
16.6
|
%
|
|
|
13.9
|
%
|
|
|
16.4
|
%
|
|
|
13.0
|
%
|
Depreciation and
amortization(3)
|
|
$
|
15,369
|
|
|
$
|
14,164
|
|
|
$
|
29,653
|
|
|
$
|
27,758
|
|
Capital expenditures
|
|
|
10,686
|
|
|
|
6,070
|
|
|
|
18,036
|
|
|
|
11,222
|
|
|
|
|
(1) |
|
Data includes acquisition of Seals (April 2010) in the
Health & Science Technologies Group from the date of
acquisition. |
|
(2) |
|
Group operating income excludes unallocated corporate operating
expenses. |
|
(3) |
|
Excludes amortization of debt issuance expenses. |
Gross profit of $154.8 million in the second quarter of
2010 increased $23.7 million, or 18% from 2009. Gross
profit as a percent of sales was 40.9% in the second quarter of
2010 and 39.0% in 2009. The increase in gross margin primarily
reflects higher volume and product mix.
Selling, general and administrative (SG&A)
expenses increased to $91.0 million in the second quarter
of 2010 from $81.1 million in 2009. The $9.9 million
increase reflects approximately $7.9 million for volume
related expenses and $2.0 million for incremental costs
associated with the acquisition of Seals in April 2010. As a
percent of sales, SG&A expenses were 24.0% for 2010 and
24.1% for 2009.
20
During the three months ended June 30, 2010, the Company
recorded pre-tax restructuring expenses totaling
$1.0 million, while $3.3 million was recorded for the
same period in 2009. These restructuring expenses were mainly
attributable to employee severance related to employee
reductions across various functional areas and facility closures
resulting from the Companys cost savings initiatives.
Operating income of $62.8 million and operating margins of
16.6% in the second quarter of 2010 were up from the
$46.7 million and 13.9% recorded in 2009, primarily
reflecting an increase in volume and cost reductions due to our
restructuring initiatives. In the Fluid & Metering
Technologies Segment, operating income of $30.2 million and
operating margins of 17.3% in the second quarter of 2010 were up
from the $22.9 million and 14.6% recorded in 2009
principally due to higher sales and cost reduction initiatives.
In the Health & Science Technologies Segment,
operating income of $20.4 million and operating margins of
20.3% in the second quarter of 2010 were up from the
$10.8 million and 14.6% recorded in 2009 due to higher
volume and cost reduction initiatives. In the Dispensing
Equipment Segment, operating income of $9.7 million and
operating margins of 23.6% in the second quarter of 2010 were up
from the $9.5 million of operating income and 20.8%
recorded in 2009, due to cost reduction initiatives and improved
productivity. Operating income and operating margins in the
Fire & Safety/Diversified Products Segment of
$13.9 million and 21.8%, respectively, were slightly higher
than the $13.3 million and 21.4% recorded in 2009.
Other income of $0.2 million in 2010 was favorable compared
with the $0.4 million loss in 2009, due to favorable
foreign currency translation.
Interest expense decreased to $3.6 million in 2010 from
$4.4 million in 2009. The decrease was principally due to
lower debt levels.
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
$19.0 million in the second quarter of 2010 compared to the
second quarter of 2009, which was $14.0 million. The
effective tax rate decreased to 32.0% for the second quarter of
2010 compared to 33.4% in the second quarter of 2009 due to the
mix of global pre-tax income among jurisdictions.
Net income for the current quarter of $40.4 million
increased from the $27.9 million earned in the second
quarter of 2009. Diluted earnings per share in the second
quarter of 2010 of $0.49 increased $0.15, or 43%, compared with
the second quarter of 2009.
Performance
in the Six Months Ended June 30, 2010 Compared with the
Same Period of 2009
Sales in the six months ended June 30, 2010 were
$734.1 million, an 11% increase from the comparable period
last year. This increase reflects a 9% increase in organic
sales, 1% from acquisition (Seals-April 2010) and 1%
favorable foreign currency translation. Sales to international
customers represented approximately 48% of total sales in the
current period compared to 45% in the same period in 2009.
For the first six months of 2010, Fluid & Metering
Technologies contributed 47 percent of sales and
43 percent of operating income; Health & Science
Technologies accounted for 26 percent of sales and
27 percent of operating income; Dispensing Equipment
accounted for 10 percent of sales and 11 percent of
operating income; and Fire & Safety/Diversified
Products represented 17 percent of sales and
19 percent of operating income.
Fluid & Metering Technologies sales of
$347.4 million for the six months ended June 30, 2010
increased $33.4 million, or 11% compared with 2009,
reflecting a 10% increase in organic growth and 1% favorable
foreign currency translation. The increase in organic growth was
driven by strong global growth across all Fluid &
Metering markets. In the first six months of 2010, organic sales
increased approximately 10% domestically and 9% internationally.
Organic business sales to customers outside the U.S. were
approximately 45% of total segment sales during the first six
months of 2010 and 39% in 2009.
Health & Science Technologies sales of
$188.0 million increased $40.0 million, or 27% in the
first six months of 2010 compared with 2009. This reflects a 22%
increase in organic growth and 5% from acquisition
(Seals April 2010). The increase in organic growth
reflects market strength across all Health & Science
Technologies products. In the first six months of 2010, organic
sales increased 17% domestically and 30% internationally.
21
Organic business sales to customers outside the U.S. were
approximately 40% of total segment sales in the first six months
of 2010, compared to 37% in 2009.
Dispensing Equipment sales of $74.7 million decreased
$3.8 million, or 5% in the first six months of 2010
compared with 2009. This reflects a 5% decrease in organic
growth. The decrease in organic growth is due to continued
market softness in North America and Europe. In the first six
months of 2010, organic sales decreased 19% domestically and
increased 5% internationally. Organic sales to customers outside
the U.S. were approximately 63% of total segment sales in
the first six months of 2010, compared with 60% in the
comparable period of 2009.
Fire & Safety/Diversified Products sales of
$127.4 million were flat in the first six months of 2010
compared with 2009. In the first six months of 2010, organic
business sales decreased 6% domestically and increased 5%
internationally. Organic sales to customers outside the
U.S. were approximately 54% of total segment sales in the
first six months of 2010, compared to 55% in 2009.
Gross profit of $302.4 million in the first six months of
2010 increased $48.1 million, or 19% from 2009. Gross
profit as a percent of sales was 41.2% in the first six months
of 2010 and 38.4% in 2009. The increase in gross margin
primarily reflects higher volume and product mix.
SG&A expenses increased to $178.8 million in the first
six months of 2010 from $162.9 million in 2009. The
$15.9 million increase reflects approximately
$13.9 million for volume related expenses and
$2.0 million for incremental costs associated with the
acquisition of Seals in April 2010. As a percent of sales,
SG&A expenses were 24.4% for 2010 and 24.6% for 2009.
During the six months ended June 30, 2010, the Company
recorded pre-tax restructuring expenses totaling
$2.9 million, while $5.5 million was recorded for the
same period in 2009. These restructuring expenses were mainly
attributable to employee severance related to employee
reductions across various functional areas and facility closures
resulting from the Companys cost savings initiatives.
Operating income of $120.7 million and operating margins of
16.4% in the first six months of 2010 were up from the
$85.9 million and 13.0% recorded in 2009, primarily
reflecting an increase in volume and cost reductions due to our
restructuring initiatives. In the Fluid & Metering
Technologies Segment, operating income of $62.4 million and
operating margins of 18.0% in the first six months of 2010 were
up from the $45.6 million and 14.5% recorded in 2009
principally due to higher sales and cost reduction initiatives.
In the Health & Science Technologies Segment,
operating income of $39.0 million and operating margins of
20.7% in the first six months of 2010 were up from the
$20.6 million and 13.9% recorded in 2009 due to higher
volume and cost reduction initiatives. In the Dispensing
Equipment Segment, operating income of $16.4 million and
operating margins of 21.9% in the first six months of 2010 were
up from the $13.5 million and 17.2% recorded in 2009, due
to cost reduction initiatives and improved productivity.
Operating income and operating margin in the Fire &
Safety/Diversified Products Segment of $27.0 million and
21.2% were flat compared to the same period in 2009.
Other income of $0.5 million in 2010 was favorable compared
with the $0.6 million loss in 2009, primarily due to
favorable foreign currency translation.
Interest expense decreased to $7.0 million in 2010 from
$9.3 million in 2009. The decrease was principally due to
lower debt levels.
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
$37.1 million for the first six months of 2010 compared to
the same period in 2009, which was $25.5 million. The
effective tax rate decreased to 32.5% for the first six months
of 2010 compared to 33.6% in the same period of 2009 due to the
mix of global pre-tax income among jurisdictions.
Net income for the current period of $77.0 million
increased from the $50.5 million earned in the first six
months of 2009. Diluted earnings per share in the first six
months of 2010 of $0.94 increased $0.32, or 52%, compared with
the first six months of 2009.
22
Liquidity
and Capital Resources
At June 30, 2010, working capital was $339.9 million
and our current ratio was 2.4 to 1. Cash flows from operating
activities increased $22.8 million, or 31%, to
$95.7 million in the first six months of 2010 mainly due to
increased volume.
Cash flows provided by operations were more than adequate to
fund capital expenditures of $17.5 million and
$11.0 million in the first six months of 2010 and 2009,
respectively. Capital expenditures were generally for machinery
and equipment that improved productivity and tooling to support
the global sourcing initiatives, although a portion was for
business system technology and replacement of equipment and
facilities. Management believes that the Company has ample
capacity in its plants and equipment to meet expected needs for
future growth in the intermediate term.
The Company acquired Seals in April 2010 for cash consideration
of $51.3 million and the assumption of approximately
$2.7 million in debt related items. The cash payment was
financed by borrowings under the Companys credit facility.
The Company maintains a $600.0 million unsecured domestic,
multi-currency bank revolving Credit Facility, which expires on
December 21, 2011. At June 30, 2010 there was
$275.6 million outstanding under the Credit Facility and
outstanding letters of credit totaled approximately
$7.1 million. The net available borrowing under the Credit
Facility as of June 30, 2010, was approximately
$317.3 million. Interest is payable quarterly on the
outstanding borrowings at the bank agents reference rate.
Interest on borrowings based on LIBOR plus an applicable margin
is payable on the maturity date of the borrowing, or quarterly
from the effective date for borrowings exceeding three months.
The applicable margin is based on the Companys senior,
unsecured, long-term debt rating and can range from
24 basis points to 50 basis points. Based on the
Companys BBB rating at June 30, 2010, the applicable
margin was 40 basis points. An annual Credit Facility fee,
also based on the Companys credit rating, is currently
10 basis points and is payable quarterly.
At June 30, 2010 the Company has one interest rate exchange
agreement related to the Credit Facility. The interest rate
exchange agreement, expiring in January 2011, effectively
converted $250.0 million of floating-rate debt into
fixed-rate debt at an interest rate of 3.25%. The fixed rate
noted above consists of the fixed rate on the interest rate
exchange agreement and the Companys current margin of
40 basis points on the Credit Facility.
On April 18, 2008, the Company completed a
$100.0 million unsecured senior bank term loan agreement
(Term Loan), with covenants consistent with the
existing Credit Facility and a maturity on December 21,
2011. At June 30, 2010, there was $90.0 million
outstanding under the Term Loan with $7.5 million included
within short term borrowings. Interest under the Term Loan is
based on the bank agents reference rate or LIBOR plus an
applicable margin and is payable at the end of the selected
interest period, but at least quarterly. The applicable margin
is based on the Companys senior, unsecured, long-term debt
rating and can range from 45 to 100 basis points. Based on
the Companys current debt rating, the applicable margin is
80 basis points. The Term Loan requires a repayment of
$7.5 million in April 2011, with the remaining balance due
on December 21, 2011. The Company used the proceeds from
the Term Loan to pay down existing debt outstanding under the
Credit Facility. At June 30, 2010 the Company has an
interest rate exchange agreement related to the Term Loan that
expires December 2011. With a current notional amount of
$90.0 million, the agreement effectively converted
$100.0 million of floating-rate debt into fixed-rate debt
at an interest rate of 4.00%. The fixed rate consists of the
fixed rate on the interest rate exchange agreement and the
Companys current margin of 80 basis points on the
Term Loan.
On April 15, 2010, the Company entered into a forward
setting interest rate contract with a notional amount of
$300.0 million and an effective date of December 8,
2010 whereby the Company will pay fixed interest and will
receive floating rate interest based on LIBOR on the effective
date of December 8, 2010. This instrument was entered into
in anticipation of the expected issuance of $300.0 million
of new debt during the fourth quarter of 2010 and was designed
to lock in the current market interest rate as of April 15,
2010.
On June 9, 2010, the Company completed a private placement
of 81.0 million ($96.8 million) aggregate
principal amount of 2.58% Series 2010 Senior Notes due
June 9, 2015 (Senior Notes) pursuant to a
Master Note Purchase Agreement, dated June 9, 2010 (the
Purchase Agreement). The Purchase Agreement provides
for the
23
issuance of additional series of notes in the future. The Senior
Notes bear interest at a rate of 2.58% per annum and will mature
on June 9, 2015. The Senior Notes are unsecured obligations
of the Company and rank pari passu in right of payment with all
of the Companys other senior debt. The Company may at any
time prepay all or any portion of the Senior Notes; provided
that such portion is greater than 5% of the aggregate principal
amount of the Senior Notes then outstanding under the Purchase
Agreement. In the event of a prepayment, the Company will pay an
amount equal to par plus accrued interest plus a make-whole
premium. The Purchase Agreement contains certain covenants that
restrict the Companys ability to, among other things,
transfer or sell assets, create liens and engage in certain
mergers or consolidations. In addition, the Company must comply
with a leverage ratio and interest coverage ratio as set forth
in the Purchase Agreement. 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
outstanding Senior Notes will become due and payable immediately
without further action or notice. In the case of payment events
of defaults, any holder of the Senior Notes affected thereby may
declare all the Senior Notes held by it due and payable
immediately. In the case of any other event of default, a
majority of the holders of the Senior Notes may declare all the
Senior Notes to be due and payable immediately. The Company used
a portion of the proceeds from the private placement to pay down
existing debt outstanding under the Euro denominated Credit
Facility, with the remainder being used for ongoing business
activities.
We believe for the next 12 months that cash flow from
operations and our availability under the Credit Facility will
be sufficient to meet our operating requirements, interest on
all borrowings, required debt repayments, any authorized share
repurchases, planned capital expenditures, and annual dividend
payments to holders of common stock. In the event that suitable
businesses are available for acquisition upon terms acceptable
to the Board of Directors, we may obtain all or a portion of the
financing for the acquisitions through the incurrence of
additional long-term borrowings.
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|
Item 3.
|
Quantitative
and Qualitative Disclosures About Market Risk.
|
The Company is subject to market risk associated with changes in
foreign currency exchange rates and interest rates. We may, from
time to time, enter into foreign currency forward contracts and
interest rate swaps on our debt when we believe there is a
financial advantage 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, we do not use derivative
financial or commodity instruments for trading purposes, and the
use of these instruments is subject to strict approvals by
senior officers. Typically, the use of derivative instruments is
limited to foreign currency forward contracts and interest rate
swaps on the Companys outstanding long-term debt. The
Companys exposure related to derivative instruments is, in
the aggregate, not material to its financial position, results
of operations or cash flows.
The Companys foreign currency exchange rate risk is
limited principally to the Euro, British Pound, Canadian Dollar
and Chinese Renminbi. We manage our foreign exchange risk
principally through invoicing our customers in the same currency
as the source of our products. The effect of transaction gains
and losses is reported within Other income
(expense)-net on the Condensed Consolidated Statements of
Operations.
The Companys interest rate exposure is primarily related
to the $470.4 million of total debt outstanding at
June 30, 2010. The majority of the debt is priced at
interest rates that float with the market. In order to mitigate
this interest exposure, the Company entered into interest rate
exchange agreements that effectively converted
$340.0 million of our floating-rate debt outstanding at
June 30, 2010 to a fixed-rate. A 50-basis point movement in
the interest rate on the remaining $130.4 million
floating-rate debt would result in an approximate
$0.7 million annualized increase or decrease in interest
expense and cash flows.
|
|
Item 4.
|
Controls
and Procedures.
|
The Company maintains disclosure controls and procedures that
are designed to ensure that information required to be disclosed
in the Companys Exchange Act reports is recorded,
processed, summarized and reported within the time periods
specified in the SECs rules and forms, and that such
information is accumulated and communicated to the
Companys management, including its Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. In designing and
evaluating the disclosure
24
controls and procedures, management recognized that any controls
and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired
control objectives, and management is required to apply its
judgment in evaluating the cost-benefit relationship of possible
controls and procedures.
As required by SEC
Rule 13a-15(b),
the Company carried out an evaluation, under the supervision and
with the participation of the Companys management,
including the Companys Chief Executive Officer and the
Companys Chief Financial Officer, of the effectiveness of
the design and operation of the Companys disclosure
controls and procedures as of the end of the period covered by
this report. Based on the foregoing, the Companys Chief
Executive Officer and Chief Financial Officer concluded that the
Companys disclosure controls and procedures were effective
to accomplish their objectives at the reasonable assurance level.
There has been no change in the Companys internal controls
over financial reporting during the Companys most recent
fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Companys internal
controls over financial reporting.
During the first six months of 2010, the Company implemented a
new ERP system at one of our larger business units. The Company
believes that effective internal control over financial
reporting was maintained during and after this conversion.
PART II.
OTHER INFORMATION
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|
Item 1.
|
Legal
Proceedings.
|
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. Such components were acquired from third party
suppliers, and were not manufactured by any of the subsidiaries.
To date, the majority of the Companys settlements and
legal costs, except for costs of coordination, administration,
insurance investigation and a portion of defense costs, have
been covered in full by insurance subject to applicable
deductibles. However, the Company cannot predict whether and to
what extent insurance will be available to continue to cover
such settlements and legal costs, or how insurers may respond to
claims that are tendered to them.
Claims have been filed in jurisdictions throughout the United
States. Most of the claims resolved to date have been dismissed
without payment. The balance have been settled for various
insignificant amounts. Only one case has been tried, resulting
in a verdict for the Companys business unit.
No provision has been made in the financial statements of the
Company, other than for insurance deductibles in the ordinary
course, and the Company does not currently believe the
asbestos-related claims will have a material adverse effect on
the Companys business, financial position, results of
operations or cash flow.
The Company is also party to various other legal proceedings
arising in the ordinary course of business, none of which is
expected to have a material adverse effect on its business,
financial condition, results of operations or cash flow.
25
|
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Item 2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds.
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|
|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of
|
|
|
Maximum Dollar
|
|
|
|
|
|
|
|
|
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Shares Purchased as
|
|
|
Value that May Yet
|
|
|
|
|
|
|
|
|
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Part of Publicly
|
|
|
be Purchased
|
|
|
|
Total Number of
|
|
|
Average Price
|
|
|
Announced Plans
|
|
|
Under the Plans
|
|
Period
|
|
Shares Purchased
|
|
|
Paid per Share
|
|
|
or
Programs(1)
|
|
|
or
Programs(1)
|
|
|
April 1, 2010 to
April 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
75,000,020
|
|
May 1, 2010 to
May 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
75,000,020
|
|
June 1, 2010 to
June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
75,000,020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
75,000,020
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
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(1) |
|
On April 21, 2008, IDEXs Board of Directors
authorized the repurchase of up to $125.0 million of its
outstanding common shares either in the open market or through
private transactions. |
|
|
Item 5.
|
Other
Information.
|
There has been no material change to the procedures by which
security holders may recommend nominees to the Companys
board.
The exhibits listed in the accompanying
Exhibit Index are filed as part of this report.
26
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
IDEX Corporation
Dominic A. Romeo
Vice President and Chief Financial Officer
(duly authorized principal financial officer)
Michael J. Yates
Vice President and Chief Accounting Officer
(duly authorized principal accounting officer)
August 5, 2010
27
EXHIBIT INDEX
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
3
|
.1
|
|
Restated Certificate of Incorporation of IDEX Corporation
(formerly HI, Inc.) (incorporated by reference to
Exhibit No. 3.1 to the Registration Statement on
Form S-1
of IDEX, et al., Registration
No. 33-21205,
as filed on April 21, 1988)
|
|
3
|
.1(a)
|
|
Amendment to Restated Certificate of Incorporation of IDEX
Corporation (formerly HI, Inc.), (incorporated by reference to
Exhibit No. 3.1(a) to the Quarterly Report of IDEX on
Form 10-Q
for the quarter ended March 31, 1996, Commission File
No. 1-10235)
|
|
3
|
.1(b)
|
|
Amendment to Restated Certificate of Incorporation of IDEX
Corporation (incorporated by reference to
Exhibit No. 3.1(b) to the Current Report of IDEX on
Form 8-K
dated March 24, 2005, Commission File
No. 1-10235)
|
|
3
|
.2
|
|
Amended and Restated By-Laws of IDEX Corporation (incorporated
by reference to Exhibit No. 3.2 to Post-Effective
Amendment No. 2 to the Registration Statement on
Form S-1
of IDEX, et al., Registration
No. 33-21205,
as filed on July 17, 1989)
|
|
3
|
.2(a)
|
|
Amended and Restated Article III, Section 13 of the
Amended and Restated By-Laws of IDEX Corporation (incorporated
by reference to Exhibit No. 3.2(a) to Post-Effective
Amendment No. 3 to the Registration Statement on
Form S-1
of IDEX, et al., Registration
No. 33-21205,
as filed on February 12, 1990)
|
|
4
|
.1
|
|
Restated Certificate of Incorporation and By-Laws of IDEX
Corporation (filed as Exhibits No. 3.1 through 3.2(a))
|
|
4
|
.2
|
|
Specimen Certificate of Common Stock of IDEX Corporation
(incorporated by reference to Exhibit No. 4.3 to the
Registration Statement on
Form S-2
of IDEX, et al., Registration
No. 33-42208,
as filed on September 16, 1991)
|
|
4
|
.3
|
|
Credit Agreement, dated as of December 21, 2006, among IDEX
Corporation, Bank of America N.A. as Agent and Issuing Bank, and
the other financial institutions party hereto (incorporated by
reference to Exhibit No. 10.1 to the Current Report of
IDEX on
Form 8-K
dated December 22, 2006, Commission File
No. 1-10235)
|
|
4
|
.3(a)
|
|
Amendment No. 2 to Credit Agreement, dated as of
September 29, 2008, among IDEX Corporation, Bank of America
N.A. as Agent and Issuing Bank, and the other financial
institutions party hereto (incorporated by reference to
Exhibit No. 4.3(a) to the Quarterly Report of IDEX on
Form 10-Q
for the quarter ended September 30, 2008, Commission File
No. 1-10235)
|
|
4
|
.4
|
|
Term Loan Agreement, dated April 18, 2008, among IDEX
Corporation, Bank of America N.A. as Agent, and the other
financial institutions party hereto (incorporated by reference
to Exhibit No. 10.1 to the Current Report of IDEX on
Form 8-K
dated April 18, 2008, Commission File
No. 1-10235)
|
|
*31
|
.1
|
|
Certification of Chief Executive Officer Pursuant to
Rule 13a-14(a)
or
Rule 15d-14(a)
|
|
*31
|
.2
|
|
Certification of Chief Financial Officer Pursuant to
Rule 13a-14(a)
or
Rule 15d-14(a)
|
|
*32
|
.1
|
|
Certification pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code
|
|
*32
|
.2
|
|
Certification pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code
|
28