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IEX > SEC Filings for IEX > Form 10-Q on 4-Nov-2009All Recent SEC Filings

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Form 10-Q for IDEX CORP /DE/


4-Nov-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, refinishing equipment, as well as the food industry. 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

On July 1, 2009 FASB ASC became the authoritative source of accounting principals to be applied to financial statements prepared in accordance with U.S. GAAP. In accordance with the ASC, citations to accounting literature in this report are to the relevant topic of the ASC or are presented in plain English.

The following is a discussion and analysis of our financial position and results of operations for the period ended September 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 September 30, 2009 Compared with the Same Period of 2008

Sales in the three months ended September 30, 2009 were $323.2 million, a 12% decrease from the comparable period last year. This decrease reflects a 17% decrease in organic sales and 2% unfavorable foreign currency


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translation, partially offset by a 7% increase from four acquisitions (Richter - October 2008, iPEK - October 2008, IETG - October 2008 and Semrock - October 2008). Sales to international customers represented approximately 48% of total sales in the current period compared to 46% in the same period in 2008.

For the third quarter of 2009, Fluid & Metering Technologies contributed 48 percent of sales and 46 percent of operating income; Health & Science Technologies accounted for 24 percent of sales and 26 percent of operating income; Dispensing Equipment accounted for 8 percent of sales and 0 percent of operating income; and Fire & Safety/Diversified Products represented 20 percent of sales and 28 percent of operating income.

Fluid & Metering Technologies sales of $156.9 million for the three months ended September 30, 2009 declined $13.3 million, or 8% compared with 2008, reflecting a 19% decrease in organic growth and 1% 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 third quarter of 2009, organic sales decreased approximately 23% domestically and 11% internationally. Organic business sales to customers outside the U.S. were approximately 41% of total segment sales during the third quarter of 2009 and 40% in 2008.

Health & Science Technologies sales of $76.1 million decreased $6.8 million, or 8% in the third quarter of 2009 compared with 2008. This reflects a 13% decrease in organic growth and 1% of unfavorable foreign currency translation, partially offset by a 6% increase from the acquisition of Semrock. The decrease in organic growth reflects market softness in non-core Health & Science Technologies businesses. In the third quarter of 2009, organic sales decreased 24% domestically and increased 4% internationally. Organic business sales to customers outside the U.S. were approximately 46% of total segment sales in the third quarter of 2009, compared to 38% in 2008.

Dispensing Equipment sales of $25.6 million decreased $6.0 million, or 19% in the third quarter of 2009 compared with 2008. This decrease reflects a 15% decrease in organic growth and 4% 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. In the third quarter of 2009, organic sales decreased 29% domestically and 10% internationally. Organic sales to customers outside the U.S. were approximately 78% of total segment sales in the third quarter of 2009, compared with 72% in the comparable quarter of 2008.

Fire & Safety/Diversified Products sales of $65.5 million decreased $15.7 million, or 19% in the third quarter of 2009 compared with 2008. This change reflects a 16% decrease in organic business volume and 3% 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 third quarter of 2009, organic business sales decreased 12% domestically and 20% internationally. Organic sales to customers outside the U.S. were approximately 55% of total segment sales in the third quarter of 2009, compared to 56% in 2008.


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                                            Three Months                   Nine Months
                                         Ended September 30,           Ended September 30,
                                       2009(1)        2008(2)        2009(1)        2008(2)

Fluid & Metering Technologies
Net sales                            $ 156,939      $ 170,258      $ 470,957     $   518,546
Operating income(3)                     25,755         33,656         70,731          98,227
Operating margin                          16.4 %         19.8 %         15.0 %          18.9 %
Depreciation and amortization        $   8,061      $   5,842      $  24,396     $    18,605
Capital expenditures                     3,810          2,519          9,682           7,695
Health & Science Technologies
Net sales                            $  76,138      $  82,889      $ 224,142     $   253,778
Operating income(3)                     14,287         17,012         34,703          47,896
Operating margin                          18.8 %         20.5 %         15.5 %          18.9 %
Depreciation and amortization        $   3,866      $   2,573      $  10,579     $     8,411
Capital expenditures                     1,879          1,294          3,793           3,894
Dispensing Equipment
Net sales                            $  25,580      $  31,543      $ 104,111     $   138,152
Operating income (loss) (3)(5)            (311 )      (32,026 )       13,112          (6,526 )
Operating margin(5)                       (1.2 )%      (101.5 )%        12.6 %          (4.7 )%
Depreciation and amortization        $     670      $     946      $   2,340     $     3,215
Capital expenditures                       292            652            850           2,236
Fire & Safety/Diversified Products
Net sales                            $  65,524      $  81,189      $ 192,633     $   227,099
Operating income(3)                     15,932         20,401         42,790          56,959
Operating margin                          24.3 %         25.1 %         22.2 %          25.1 %
Depreciation and amortization        $   1,287      $   1,206      $   3,815     $     3,950
Capital expenditures                       853            789          2,569           3,929
Company
Net sales                            $ 323,249      $ 365,193      $ 986,317     $ 1,134,165
Operating income(3)                     46,517         30,804        132,413         168,326
Operating margin                          14.4 %          8.4 %         13.4 %          14.8 %
Depreciation and amortization(4)     $  14,135      $  10,879      $  41,893     $    35,092
Capital expenditures                     7,081          5,851         18,303          19,164

(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.

(5) Segment operating income and margin includes $30.1 million goodwill impairment charge in 2008 for Fluid Management Americas.

Gross profit of $129.1 million in the third quarter of 2009 decreased $18.7 million, or 13% from 2008. Gross profit as a percent of sales was 39.9% in the third quarter of 2009 and 40.5% 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.


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Selling, general and administrative ("SG&A") expenses decreased to $79.8 million in the third quarter of 2009 from $81.6 million in 2008. The $1.8 million decrease reflects approximately $9.3 million for volume related expenses, partially offset by a $7.5 million increase for incremental costs associated with recently acquired businesses. As a percent of sales, SG&A expenses were 24.7% for 2009 and 22.3% for 2008.

During the three months ended September 30, 2009 and 2008, the Company recorded pre-tax restructuring expenses totaling $2.8 million and $5.3 million, respectively, for employee severance related to employee reductions across various functional areas and facility closures resulting from the Company's cost savings initiatives.

During the three months ended September 30, 2008 in accordance with ASC 350, the Company concluded that events had occurred and circumstances had changed which required the Company to perform an interim period goodwill impairment test at Fluid Management Americas, a reporting unit within the Company's Dispensing Equipment Segment. Fluid Management Americas had experienced a downturn in capital spending by its customer base and the loss of a major retail customer. The Company performed an impairment test and compared the fair value of the reporting unit to its carrying value. It was determined that the fair value of Fluid Management Americas was less than the carrying value of the net assets. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. The Company's analysis resulted in an implied fair value of goodwill of $21.2 million, and as a result, the Company recognized an impairment charge of $30.1 million in the third quarter of 2008.

Operating income of $46.5 million and operating margins of 14.4% in the third quarter of 2009 were up from the $30.8 million and 8.4% recorded in 2008, primarily reflecting decreased expenses from previously announced restructuring-related charges and the goodwill impairment charge in 2008, partially offset by decreased volume. In the Fluid & Metering Technologies Segment, operating income of $25.8 million and operating margins of 16.4% in the third quarter of 2009 were down from the $33.7 million and 19.8% recorded in 2008 principally due to the impact of recent acquisitions and lower sales. In the Health & Science Technologies Segment, operating income of $14.3 million and operating margins of 18.8% in the third quarter of 2009 were down from the $17.0 million and 20.5% recorded in 2008 due to lower volume. In the Dispensing Equipment Segment, operating loss of $0.3 million and operating margins of
(1.2)% in the third quarter of 2009 were up from the $32.0 million operating loss in 2008, due primarily to goodwill impairment charges in 2008, partially offset by lower volumes in the North American and European markets. Operating income and operating margins in the Fire & Safety/Diversified Products Segment of $15.9 million and 24.3%, respectively, were lower than the $20.4 million and 25.1% recorded in 2008, due primarily to lower volume and unfavorable product mix.

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 $14.2 million in the third quarter of 2009 compared to the third quarter of 2008, which was $9.8 million. The effective tax rate decreased to 32.2% for the third quarter of 2009 compared to 33.0% in the third quarter of 2008 due to the mix of global pre-tax income among jurisdictions.

Net income for the current quarter of $29.8 million increased from the $19.9 million earned in the third quarter of 2008. Diluted earnings per share in the third quarter of 2009 of $0.37 increased $0.13, or 54%, compared with the third quarter of 2008.

Performance in the Nine Months Ended September 30, 2009 Compared with the Same Period of 2008

Sales in the nine months ended September 30, 2009 were $986.3 million, a 13% decrease from the comparable period last year. This decrease reflects a 16% decrease in organic sales and 3% 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 46% of total sales in the current period compared to 47% in the same period in 2008.

For the first nine months of 2009, Fluid & Metering Technologies contributed 48 percent of sales and 44 percent of operating income; Health & Science Technologies accounted for 23 percent of sales and 22 percent of operating income; Dispensing Equipment accounted for 10 percent of sales and 8 percent of operating income; and Fire & Safety/Diversified Products represented 19 percent of sales and 26 percent of operating income.


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Fluid & Metering Technologies sales of $471.0 million for the nine months ended September 30, 2009 declined $47.6 million, or 9% compared with 2008, reflecting a 19% decrease in organic growth and 2% 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 nine months of 2009, organic sales decreased approximately 19% domestically and 17% internationally. Organic business sales to customers outside the U.S. were approximately 40% of total segment sales during the first nine months of 2009, compared to 42% in 2008.

Health & Science Technologies sales of $224.1 million decreased $29.6 million, or 12% in the first nine months of 2009 compared with 2008. This reflects a 16% decrease in organic growth and 2% of unfavorable foreign 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 nine months of 2009, organic sales decreased 16% domestically and 15% internationally. Organic business sales to customers outside the U.S. were approximately 40% of total segment sales in the first nine months of 2009, compared to 39% in 2008.

Dispensing Equipment sales of $104.1 million decreased $34.0 million, or 25% in the first nine months of 2009 compared with 2008. This decrease reflects a 19% 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 nine months of 2009, organic sales increased 13% domestically and decreased 30% internationally. Organic sales to customers outside the U.S. were approximately 64% of total segment sales in the first nine months of 2009, compared with 72% in the comparable period of 2008.

Fire & Safety/Diversified Products sales of $192.6 million decreased $34.5 million, or 15% in the first nine months of 2009 compared with 2008. This change reflects a 9% 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 first nine months of 2009, organic business sales decreased 11% domestically and 8% internationally. Organic sales to customers outside the U.S. were approximately 55% of total segment sales in the first nine months of 2009, compared to 56% in 2008.

Gross profit of $383.4 million in the first nine months of 2009 decreased $78.4 million, or 17% from 2008. Gross profit as a percent of sales was 38.9% in the first nine months of 2009 and 40.7% 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 $242.7 million in the first nine months of 2009 from $258.1 million in 2008. The $15.4 million decrease reflects approximately $37.2 million for volume related expenses, partially offset by a $21.8 million increase for incremental costs associated with recently acquired businesses. As a percent of sales, SG&A expenses were 24.6% for 2009 and 22.8% for 2008.

During the nine months ended September 30, 2009 and 2008, the Company recorded pre-tax restructuring expenses totaling $8.3 million and $5.3 million, respectively, for employee severance related to employee reductions across various functional areas and facility closures resulting from the Company's cost savings initiatives.

During the first nine months of 2008 in accordance with ASC 350, the Company concluded that events had occurred and circumstances had changed which required the Company to perform an interim period goodwill impairment test at Fluid Management Americas, a reporting unit within the Company's Dispensing Equipment Segment. Fluid Management Americas had experienced a downturn in capital spending by its customer base and the loss of a major retail customer. The Company performed an impairment test and compared the fair value of the reporting unit to its carrying value. It was determined that the fair value of Fluid Management Americas was less than the carrying value of the net assets. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. The Company's analysis resulted in an implied fair value of goodwill of $21.2 million, and as a result, the Company recognized an impairment charge of $30.1 million in the first nine months of 2008.


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Operating income of $132.4 million and operating margins of 13.4% in the first nine months of 2009 were down from the $168.3 million and 14.8% recorded in 2008, primarily reflecting increased expenses from previously announced restructuring-related charges, impact from acquisitions and a decrease in volume, partially offset by the goodwill impairment charge in 2008. In the Fluid & Metering Technologies Segment, operating income of $70.7 million and operating margins of 15.0% in the first nine months of 2009 were down from the $98.2 million and 18.9% recorded in 2008 principally due to the impact of recent acquisitions and lower sales. In the Health & Science Technologies Segment, operating income of $34.7 million and operating margins of 15.5% in the first nine months of 2009 were down from the $47.9 million and 18.9% recorded in 2008 due to lower volume. In the Dispensing Equipment Segment, operating income of $13.1 million and operating margins of 12.6% in the first nine months of 2009 were up from the $6.5 million of operating loss and recorded in 2008, due to a goodwill impairment charge in 2008, partially offset by continued deterioration in the North American and European markets. Operating income and operating margins in the Fire & Safety/Diversified Products Segment of $42.8 million and 22.2%, respectively, were lower than the $57.0 million and 25.1% recorded in 2008, due primarily to lower volume and unfavorable product mix.

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 $39.7 million in the first nine months of 2009 compared to the same period of 2008, which was $54.0 million. The effective tax rate of 33.1% in the first nine months of 2009 was lower compared to 34.1% in the same period of 2008 due to the mix of global pre-tax income among jurisdictions.

Net income for the current period of $80.3 million decreased from the $104.5 million earned in the first nine months of 2008. Diluted earnings per share in the first nine months of 2009 of $0.99 decreased $0.27, or 21%, compared with the first nine months of 2008.

Liquidity and Capital Resources

At September 30, 2009, working capital was $251.7 million and our current ratio was 2.2 to 1. Cash flows from operating activities decreased $10.4 million, or 6%, to $157.7 million in the first nine 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 $18.3 million and $19.1 million in the first nine 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 September 30, 2009 there was $347.7 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 September 30, 2009, was approximately $245.2 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 September 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 September 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 September 30, 2009,


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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 September 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.

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