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IEX > SEC Filings for IEX > Form 10-Q on 6-Aug-2009All Recent SEC Filings

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Form 10-Q for IDEX CORP /DE/


6-Aug-2009

Quarterly Report


Item 2. Management's 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 management's 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 Corporation's ("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 Company's Annual Report on Form 10-K for the year ended December 31, 2008 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 is an applied solutions company specializing in fluid and metering technologies, health and science technologies, dispensing equipment, and fire, safety and other diversified products built to its customers' specifications. Our products are sold in niche markets to a wide range of industries throughout the world. Accordingly, our businesses are affected by levels of industrial activity and economic conditions in the U.S. and in other countries where we do business and by the relationship of the U.S. dollar to other currencies. Levels of capacity utilization and capital spending in certain industries and overall industrial activity are among the factors that influence the demand for our products.

IDEX consists of four reportable segments: Fluid & Metering Technologies, Health & Science Technologies, Dispensing Equipment and Fire & Safety/Diversified Products.

The Fluid & Metering Technologies Segment produces pumps, compressors, flow meters and related controls for the movement of liquids and gases in a diverse range of end markets from industrial infrastructure to food and beverage; and provides metering technology and flow monitoring services for water and wastewater markets. The Health & Science Technologies Segment produces a wide variety of small scale, highly accurate pumps, valves, fittings and medical devices, as well as compressors used in medical, dental and industrial applications. The Dispensing Equipment Segment produces highly engineered equipment for dispensing, metering and mixing colorants, paints, inks and dyes, hair colorants and other personal care products, as well as refinishing equipment. The Fire & Safety/Diversified Products Segment produces firefighting pumps, rescue tools, lifting bags and other components and systems for the fire and rescue industry; and engineered stainless steel banding and clamping devices used in a variety of industrial and commercial applications.

Results of Operations

The following is a discussion and analysis of our financial position and results of operations for the period ended June 30, 2009 and 2008. For purposes of this discussion and analysis section, reference is made to the table below and the Company's Condensed Consolidated Statements of Operations included in Item 1. As of January 1, 2009, we changed our method of accounting for inventory from the LIFO method to the FIFO method. Certain prior year amounts have been restated to reflect the LIFO to FIFO inventory costing change (see Note 5).

Performance in the Three Months Ended June 30, 2009 Compared with the Same Period of 2008

Sales in the three months ended June 30, 2009 were $336.5 million, a 15% decrease from the comparable period last year. This decrease reflects a 17% decrease in organic sales and 4% unfavorable foreign currency translation, partially offset by a 6% increase from four acquisitions (Richter - October 2008, iPEK - October 2008, IETG - October 2008 and Semrock - October 2008). Sales to international customers represented approximately 44% of total sales in the current period compared to 48% in the same period in 2008.


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For the second quarter of 2009, Fluid & Metering Technologies contributed 46 percent of sales and 41 percent of operating income; Health & Science Technologies accounted for 22 percent of sales and 19 percent of operating income; Dispensing Equipment accounted for 14 percent of sales and 17 percent of operating income; and Fire & Safety/Diversified Products represented 18 percent of sales and 23 percent of operating income.

Fluid & Metering Technologies sales of $157.0 million for the three months ended June 30, 2009 declined $20.4 million, or 12% compared with 2008, reflecting a 20% decrease in organic growth and 3% unfavorable foreign currency translation, partially offset by a 11% increase for acquisitions (Richter, iPEK and IETG). The decrease in organic growth was driven by weakness in chemical, energy, water and waste water markets. In the second quarter of 2009, organic sales decreased approximately 18% domestically and 22% internationally. Organic business sales to customers outside the U.S. were approximately 40% of total segment sales during the second quarter of 2009 and 44% in 2008.

Health & Science Technologies sales of $73.8 million decreased $13.4 million, or 15% in the second quarter of 2009 compared with 2008. This reflects an 18% decrease in organic growth and 2% of unfavorable foreign currency translation, partially offset by a 5% increase from the acquisition of Semrock. The decrease in organic growth reflects market softness in non-core Health & Science Technologies businesses. In the second quarter of 2009, organic sales decreased 11% domestically and 30% internationally. Organic business sales to customers outside the U.S. were approximately 35% of total segment sales in the second quarter of 2009, compared to 40% in 2008.

Dispensing Equipment sales of $45.7 million decreased $10.9 million, or 19% in the second quarter of 2009 compared with 2008. This decrease reflects a 13% decrease in organic growth and 6% of unfavorable foreign currency translation. The decrease in organic growth was due to continued deterioration in capital spending in the European and North American markets, partially offset by one large replenishment project in the North American market. In the second quarter of 2009, organic sales increased 50% domestically and decreased 35% internationally. Organic sales to customers outside the U.S. were approximately 56% of total segment sales in the second quarter of 2009, compared with 72% in the comparable quarter of 2008.

Fire & Safety/Diversified Products sales of $62.1 million decreased $15.1 million, or 20% in the second quarter of 2009 compared with 2008. This change reflects a 14% decrease in organic business volume and 6% unfavorable foreign currency translation. The decrease in organic business growth was driven by lower demand for engineered band clamping systems and rescue equipment. In the second quarter of 2009, organic business sales decreased 15% domestically and 12% internationally. Organic sales to customers outside the U.S. were approximately 52% of total segment sales in the second quarter of 2009, compared to 42% in 2008.


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                                             Three Months                 Six Months
                                           Ended June 30,(1)           Ended June 30,(1)
                                          2009         2008(2)        2009         2008(2)

   Fluid & Metering Technologies
   Net sales                            $ 157,000     $ 177,358     $ 314,018     $ 348,288
   Operating income(3)                     22,936        32,964        45,554        64,571
   Operating margin                          14.6 %        18.6 %        14.5 %        18.5 %
   Depreciation and amortization        $   8,566     $   6,450     $  16,335     $  12,763
   Capital expenditures                     3,315         2,785         5,872         5,176
   Health & Science Technologies
   Net sales                            $  73,816     $  87,247     $ 148,004     $ 170,889
   Operating income(3)                     10,757        15,865        20,607        30,884
   Operating margin                          14.6 %        18.2 %        13.9 %        18.1 %
   Depreciation and amortization        $   3,200     $   2,885     $   6,713     $   5,838
   Capital expenditures                       652           954         1,914         2,600
   Dispensing Equipment
   Net sales                            $  45,658     $  56,601     $  78,531     $ 106,609
   Operating income(3)                      9,514        14,256        13,493        25,500
   Operating margin                          20.8 %        25.2 %        17.2 %        23.9 %
   Depreciation and amortization        $     886     $   1,131     $   1,670     $   2,269
   Capital expenditures                       340         1,054           558         1,584
   Fire & Safety/Diversified Products
   Net sales                            $  62,127     $  77,247     $ 127,109     $ 145,910
   Operating income(3)                     13,309        18,828        26,880        36,558
   Operating margin                          21.4 %        24.4 %        21.2 %        25.1 %
   Depreciation and amortization        $   1,248     $   1,390     $   2,528     $   2,744
   Capital expenditures                       894         2,033         1,716         3,140
   Company
   Net sales                            $ 336,455     $ 397,310     $ 663,068     $ 768,972
   Operating income(3)                     46,735        72,110        85,896       137,522
   Operating margin                          13.9 %        18.1 %        13.0 %        17.9 %
   Depreciation and amortization(4)     $  14,164     $  12,164     $  27,758     $  24,213
   Capital expenditures                     6,070         7,336        11,222        13,313

(1) Data includes acquisition of Richter (October 2008), iPEK (October 2008) and IETG (October 2008) in the Fluid & Metering Technologies segment and Semrock (October 2008) in the Health & Science Technologies segment from the dates of acquisition.

(2) Certain prior year amounts have been restated to reflect the LIFO to FIFO inventory costing change.

(3) Group operating income excludes unallocated corporate operating expenses.

(4) Excludes amortization of debt issuance expenses.

Gross profit of $131.1 million in the second quarter of 2009 decreased $30.4 million, or 19% from 2008. Gross profit as a percent of sales was 39.0% in the second quarter of 2009 and 40.7% in 2008. The decrease in gross margin primarily reflects product mix as well as the impact of fixed cost expense from lower volume across most of our businesses.

Selling, general and administrative ("SG&A") expenses decreased to $81.1 million in the second quarter of 2009 from $89.4 million in 2008. The $8.3 million decrease reflects approximately $15.4 million for volume related


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expenses, partially offset by a $7.1 million increase for incremental costs associated with recently acquired businesses. As a percent of sales, SG&A expenses were 24.1% for 2009 and 22.5% for 2008.

During the three months ended June 30, 2009, the Company recorded pre-tax restructuring expenses totaling $3.3 million for employee severance related to employee reductions across various functional areas and facility closures resulting from the Company's cost savings initiatives.

Operating income of $46.7 million and operating margins of 13.9% in the second quarter of 2009 were down from the $72.1 million and 18.2% recorded in 2008, primarily reflecting increased expenses from previously announced restructuring-related charges, impact from acquisitions and a decrease in volume. In the Fluid & Metering Technologies Segment, operating income of $22.9 million and operating margins of 14.6% in the second quarter of 2009 were down from the $33.0 million and 18.6% recorded in 2008 principally due to the impact of recent acquisitions and lower sales. In the Health & Science Technologies Segment, operating income of $10.8 million and operating margins of 14.6% in the second quarter of 2009 were down from the $15.9 million and 18.2% recorded in 2008 due to lower volume. In the Dispensing Equipment Segment, operating income of $9.5 million and operating margins of 20.8% in the second quarter of 2009 were down from the $14.3 million of operating income and 25.2% recorded in 2008, due to continued deterioration in the North American and European markets. Operating income and operating margins in the Fire & Safety/Diversified Products Segment of $13.3 million and 21.4%, respectively, were lower than the $18.8 million and 24.4% recorded in 2008, due primarily to lower volume and unfavorable product mix.

Interest expense increased to $4.4 million in 2009 from $4.1 million in 2008. The change was due to an increase in debt balances in 2009 from acquisitions.

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 decreased to $14.0 million in the second quarter of 2009 compared to the second quarter of 2008, which was $23.9 million. The effective tax rate decreased to 33.4% for the second quarter of 2009 compared to 34.7% in the second quarter of 2008 due to the mix of global pre-tax income among jurisdictions.

Net income for the current quarter of $27.9 million decreased from the $45.1 million earned in the second quarter of 2008. Diluted earnings per share in the second quarter of 2009 of $0.34 decreased $0.20, or 37%, compared with the second quarter of 2008.

Performance in the Six Months Ended June 30, 2009 Compared with the Same Period of 2008

Sales in the six months ended June 30, 2009 were $663.1 million, a 14% decrease from the comparable period last year. This decrease reflects a 16% decrease in organic sales and 4% unfavorable foreign currency translation, partially offset by a 6% increase from four acquisitions (Richter - October 2008, iPEK - October 2008, IETG - October 2008 and Semrock - October 2008). Sales to international customers represented approximately 45% of total sales in the current period compared to 47% in the same period in 2008.

For the first six months of 2009, Fluid & Metering Technologies contributed 47 percent of sales and 43 percent of operating income; Health & Science Technologies accounted for 22 percent of sales and 19 percent of operating income; Dispensing Equipment accounted for 12 percent of sales and 13 percent of operating income; and Fire & Safety/Diversified Products represented 19 percent of sales and 25 percent of operating income.

Fluid & Metering Technologies sales of $314.0 million for the six months ended June 30, 2009 declined $34.3 million, or 10% compared with 2008, reflecting a 19% decrease in organic growth and 3% unfavorable foreign currency translation, partially offset by a 12% increase for acquisitions (Richter, iPEK and IETG). The decrease in organic growth was driven by weakness in chemical, energy, water and waste water markets. In the first six months of 2009, organic sales decreased approximately 17% domestically and 21% internationally. Organic business sales to customers outside the U.S. were approximately 39% of total segment sales during the first six months of 2009, compared to 43% in 2008.

Health & Science Technologies sales of $148.0 million decreased $22.9 million, or 13% in the first six months of 2009 compared with 2008. This reflects a 17% decrease in organic growth and 2% of unfavorable foreign


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currency translation, partially offset by a 6% increase from the acquisition of Semrock. The organic decline reflects significant market softness in non-core Health & Science Technologies businesses. In the first six months of 2009, organic sales decreased 12% domestically and 23% internationally. Organic business sales to customers outside the U.S. were approximately 37% of total segment sales in the first six months of 2009, compared to 39% in 2008.

Dispensing Equipment sales of $78.5 million decreased $28.1 million, or 26% in the first six months of 2009 compared with 2008. This decrease reflects a 20% decrease in organic growth and 6% of unfavorable foreign currency translation. The decrease in organic growth was due to continued deterioration in capital spending in the European and North American markets, partially offset by one large replenishment project in the North American market. In the first six months of 2009, organic sales increased 27% domestically and decreased 35% internationally. Organic sales to customers outside the U.S. were approximately 60% of total segment sales in the first six months of 2009, compared with 72% in the comparable period of 2008.

Fire & Safety/Diversified Products sales of $127.1 million decreased $18.8 million, or 13% in the first six months of 2009 compared with 2008. This change reflects a 6% decrease in organic business volume and 7% unfavorable foreign currency translation. The decrease in organic business growth was driven by lower demand for engineered band clamping systems and rescue equipment. In the first six months of 2009, organic business sales decreased 10% domestically and 1% internationally. Organic sales to customers outside the U.S. were approximately 55% of total segment sales in the first six months of 2009, compared to 50% in 2008.

Gross profit of $254.3 million in the first six months of 2009 decreased $59.7 million, or 19% from 2008. Gross profit as a percent of sales was 38.4% in the first six months of 2009 and 40.8% in 2008. The decrease in gross margin primarily reflects product mix, inventory fair value expense as well as the impact of fixed cost absorption from lower volume across most of our businesses.

SG&A expenses decreased to $162.9 million in the first six months of 2009 from $176.5 million in 2008. The $13.6 million decrease reflects approximately $27.9 million for volume related expenses, partially offset by a $14.3 million increase for incremental costs associated with recently acquired businesses. As a percent of sales, SG&A expenses were 24.6% for 2009 and 22.9% for 2008.

During the six months ended June 30, 2009, the Company recorded pre-tax restructuring expenses totaling $5.5 million for employee severance related to employee reductions across various functional areas and facility closures resulting from the Company's cost savings initiatives.

Operating income of $85.9 million and operating margins of 13.0% in the first six months of 2009 were down from the $137.5 million and 17.9% recorded in 2008, primarily reflecting increased expenses from previously announced restructuring-related charges, impact from acquisitions and a decrease in volume. In the Fluid & Metering Technologies Segment, operating income of $45.6 million and operating margins of 14.5% in the first six months of 2009 were down from the $64.6 million and 18.5% recorded in 2008 principally due to the impact of recent acquisitions and lower sales. In the Health & Science Technologies Segment, operating income of $20.6 million and operating margins of 13.9% in the first six months of 2009 were down from the $30.9 million and 18.1% recorded in 2008 due to lower volume. In the Dispensing Equipment Segment, operating income of $13.5 million and operating margins of 17.2% in the first six months of 2009 were down from the $25.5 million of operating income and 23.9% recorded in 2008, due to continued deterioration in the North American and European markets. Operating income and operating margins in the Fire & Safety/Diversified Products Segment of $26.9 million and 21.2%, respectively, were lower than the $36.6 million and 25.1% recorded in 2008, due primarily to lower volume and unfavorable product mix.

Interest expense decreased slightly to $9.3 million in 2009 from $9.8 million in 2008. The decrease was due to a lower interest rate environment and the conversion of floating-rate debt into fixed-rate debt, offset by increased debt in 2009 for 2008 acquisitions.

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 decreased to $25.5 million in the first six months of 2009 compared to the same period of 2008, which was $44.3 million. The effective tax rate of 33.6% in the six months of 2009 was lower compared to 34.3% in the same period of 2008.


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Net income for the current period of $50.5 million decreased from the $84.7 million earned in the first six months of 2008. Diluted earnings per share in the first six months of 2009 of $0.62 decreased $0.40, or 39%, compared with the first six months of 2008.

Liquidity and Capital Resources

At June 30, 2009, working capital was $274.3 million and our current ratio was 2.4 to 1. Cash flows from operating activities decreased $22.4 million, or 23%, to $72.9 million in the first six months of 2009 mainly due to reduced volume and restructuring-related payments.

Cash flows provided by operations were more than adequate to fund capital expenditures of $11.0 million and $13.2 million in the first six months of 2009 and 2008, 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 maintains a $600.0 million unsecured domestic, multi-currency bank revolving credit facility, which expires on December 21, 2011. At June 30, 2009 there was $407.7 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, 2009, was approximately $185.2 million. Interest is payable quarterly on the outstanding borrowings at the bank agent's 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 Company's senior, unsecured, long-term debt rating and can range from 24 basis points to 50 basis points. Based on the Company's BBB rating at June 30, 2009, the applicable margin was 40 basis points. An annual Credit Facility fee, also based on the Company's credit rating, is currently 10 basis points and is payable quarterly.

At June 30, 2009 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 is comprised of the fixed rate on the interest rate exchange agreement and the Company's 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, with covenants consistent with the existing Credit Facility and a maturity on December 21, 2011. At June 30, 2009, there was $95.0 million outstanding under the Term Loan with $5.0 million included within short term borrowings. Interest under the Term Loan is based on the bank agent's 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 Company's senior, unsecured, long-term debt rating and can range from 45 to 100 basis points. Based on the Company's current debt rating, the applicable margin is 80 basis points. The Term Loan requires repayments of $5.0 million and $7.5 million in April of 2010 and 2011, respectively, 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, 2009 the Company has an interest rate exchange agreement related to the Term Loan that expires December 2011. With a current notional amount of $95.0 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 is comprised of the fixed rate on the interest rate exchange agreement and the Company's current margin of 80 basis points on the Term Loan.

On April 21, 2008, the Company's Board of Directors authorized the repurchase of up to $125.0 million of its outstanding common shares. Repurchases under the new program will be funded with cash flow generation, and made from time to time in either the open market or through private transactions. The timing, volume, and nature of share repurchases will be at the discretion of management, dependent on market conditions, other priorities for cash investment, applicable securities laws, and other factors, and may be suspended or discontinued at any time. Since inception of this repurchase program, 2.3 million shares have been purchased at a cost of $50.0 million, however no shares were repurchased during the first six months of 2009.


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Despite the current downturn in global financial markets, the Company has not experienced any liquidity issues and we continue to expect that our current liquidity, notwithstanding these adverse market conditions, 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 during the next twelve months. 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. However, in light of recent adverse events in global financial and economic conditions, we cannot be certain that additional financing will be available on satisfactory terms, if at all.

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