IDEX CORP /DE/
10-Qs and 10-Ks
PROXIES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
Form
10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
| For the quarterly period ended |
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
| For the transition period from | to | |||||||
Commission File Number:
1-10235
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
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| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
Registrant’s telephone number, including area code:
(
847
)
498-7070
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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☑ |
Accelerated filer
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Non-accelerated filer
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Smaller reporting company |
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| Emerging growth company |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
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No
☑
Number of shares of common stock of IDEX Corporation outstanding as of April 25, 2025:
75,544,606
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TABLE OF CONTENTS
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
Cautionary Statement Under the Private Securities Litigation Reform Act
This quarterly report on Form 10-Q, including the “Overview,” “Results of Operations” and “Liquidity and Capital Resources” sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements may relate to, among other things, the Company’s business strategy, outlook and the assumptions underlying these expectations, plant and equipment capacity for future growth, planned production, anticipated future acquisition behavior, resource and capital deployment, the Company’s ability to adapt to macroeconomic challenges and anticipated adaptability of resource deployment, anticipated impacts of tariffs and global trade policies, the Company’s future market positioning, anticipated trends in end markets, including expectations regarding market sector contraction, recovery, stabilization or growth and underlying drivers of such expectations, expectations regarding future order volumes and order patterns, demand within end markets, availability and sufficiency of cash and financing alternatives, anticipated benefits and restructuring charges related to the Company’s organizational changes, the anticipated tax treatment of the Company’s recent acquisitions, the anticipated benefits of the Company’s recent or future acquisitions, anticipated growth initiatives and expansions and the anticipated benefits of the Company’s productivity and cost containment efforts, and are indicated by words or phrases such as “anticipates,” “estimates,” “plans,” “guidance,” “expects,” “projects,” “forecasts,” “should,” “could,” “will,” “management believes,” “the Company believes,” “the Company intends” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this report.
The risks and uncertainties include, but are not limited to, the following: levels of industrial activity and economic conditions in the U.S. and other countries around the world, including uncertainties in the financial markets; pricing pressures, including inflation and rising interest rates, and other competitive factors and levels of capital spending in certain industries; the impact of severe weather events, natural disasters and public health threats; economic and political consequences resulting from terrorist attacks and wars; the Company’s ability to make acquisitions and to integrate and operate acquired businesses on a profitable basis; cybersecurity incidents; the relationship of the U.S. dollar to other currencies and its impact on pricing and cost competitiveness; political and economic conditions in countries in which the Company operates; developments with respect to trade policy and existing, new or increased tariffs or other similar measures; interest rates; capacity utilization and the effect this has on costs; labor markets; supply chain conditions; market conditions and material costs; risks related to environmental, social and corporate governance issues, including those related to climate change and sustainability; and developments with respect to contingencies, such as litigation and environmental matters.
Additional factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, the risks discussed in the “Risk Factors” section included in the Company’s most recent annual report on Form 10-K and the Company’s subsequent quarterly reports filed with the United States Securities and Exchange Commission (“SEC”) and the other risks discussed in the Company’s filings with the SEC. The forward-looking statements included here are only made as of the date of this report, and management undertakes no obligation to publicly update them to reflect subsequent events or circumstances, except as may be required by law. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented here.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
IDEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net sales | $ |
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$ |
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| Cost of sales |
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| Gross profit |
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| Selling, general and administrative expenses |
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| Restructuring expenses and asset impairments |
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| Operating income |
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| Other expense (income) – net |
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(
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| Interest expense – net |
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| Income before income taxes |
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| Provision for income taxes |
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| Net income |
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| Net loss attributable to noncontrolling interest |
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| Net income attributable to IDEX | $ |
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$ |
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| Earnings per common share: | |||||||||||
| Basic earnings per common share attributable to IDEX | $ |
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$ |
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| Diluted earnings per common share attributable to IDEX | $ |
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$ |
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| Share data: | |||||||||||
| Basic weighted average common shares outstanding |
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| Diluted weighted average common shares outstanding |
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See Notes to Condensed Consolidated Financial Statements
1
IDEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income | $ |
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$ |
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| Other comprehensive income (loss): | |||||||||||
| Pension and other postretirement adjustments, net of tax |
(
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(
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| Cumulative translation adjustment |
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(
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| Other comprehensive income (loss), net of tax |
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(
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| Comprehensive income |
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| Comprehensive loss attributable to noncontrolling interest |
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| Comprehensive income attributable to IDEX | $ |
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$ |
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See Notes to Condensed Consolidated Financial Statements
2
IDEX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
(unaudited)
| March 31, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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| Receivables – net |
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| Inventories – net |
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| Other current assets |
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| Total current assets |
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Property, plant and equipment – net of accumulated depreciation of $
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| Goodwill |
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| Intangible assets – net |
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| Other noncurrent assets |
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| Total assets | $ |
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$ |
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| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Trade accounts payable | $ |
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$ |
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| Accrued expenses |
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| Current portion of long-term borrowings |
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| Dividends payable |
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| Total current liabilities |
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| Long-term borrowings – net |
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| Deferred income taxes |
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| Other noncurrent liabilities |
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| Total liabilities |
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| Shareholders’ equity | |||||||||||
| Preferred stock: | |||||||||||
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Authorized:
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| Common stock: | |||||||||||
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Authorized:
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Issued:
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Treasury stock at cost:
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(
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| Additional paid-in capital |
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| Retained earnings |
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| Accumulated other comprehensive loss |
(
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(
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| Total shareholders’ equity |
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| Noncontrolling interest |
(
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(
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| Total equity |
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| Total liabilities and equity | $ |
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$ |
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See Notes to Condensed Consolidated Financial Statements
3
IDEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In millions)
(unaudited)
| Common Stock Shares |
Common
Stock and Additional Paid-In Capital |
Treasury Stock Shares |
Treasury
Stock |
Accumulated Other Comprehensive Loss |
Retained
Earnings |
Total
Shareholders’ Equity |
Noncontrolling Interest | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 |
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$ |
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$ |
(
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$ |
(
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$ |
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$ |
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$ |
(
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$ |
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| Net income (loss) | — | — | — | — | — |
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(
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Other comprehensive income (net of tax of $
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— | — | — | — |
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— |
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— |
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Net issuance of shares of treasury stock (net of tax of $
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— | — |
(
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(
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— | — |
(
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— |
(
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Repurchases of common stock (including excise tax of $
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— | — |
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(
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— | — |
(
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— |
(
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| Share-based compensation | — |
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— | — | — | — |
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— |
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| Balance, March 31, 2025 |
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$ |
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$ |
(
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$ |
(
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$ |
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$ |
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$ |
(
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$ |
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| Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 |
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$ |
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$ |
(
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$ |
(
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$ |
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$ |
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$ |
(
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$ |
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| Net income (loss) | — | — | — | — | — |
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(
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Other comprehensive loss (net of tax of $
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— | — | — | — |
(
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— |
(
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— |
(
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Net issuance of shares of treasury stock (net of tax of $
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— | — |
(
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— | — |
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— |
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| Share-based compensation | — |
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— | — | — | — |
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— |
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| Balance, March 31, 2024 |
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$ |
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$ |
(
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$ |
(
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$ |
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$ |
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$ |
(
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$ |
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See Notes to Condensed Consolidated Financial Statements
4
IDEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ |
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$ |
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| Adjustments to reconcile net income to net cash flows provided by operating activities: | |||||||||||
| Depreciation |
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| Amortization of intangible assets |
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| Share-based compensation expense |
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| Deferred income taxes |
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Changes in (net of the effect from acquisitions/divestitures and foreign currency translation):
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| Receivables – net |
(
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(
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| Inventories – net |
(
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(
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| Other current assets |
(
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(
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| Trade accounts payable |
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| Deferred revenue |
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| Accrued expenses |
(
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(
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| Other – net |
(
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| Net cash flows provided by operating activities |
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| Cash flows from investing activities | |||||||||||
| Capital expenditures |
(
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(
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| Acquisition of business, net of cash acquired |
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| Other – net |
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| Net cash flows used in investing activities |
(
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(
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| Cash flows from financing activities | |||||||||||
| Payments under revolving credit facilities |
(
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| Cash dividends paid to shareholders |
(
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(
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(Payments) proceeds from share issuances, net of shares withheld for taxes
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(
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| Repurchases of common stock |
(
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| Other – net |
(
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(
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| Net cash flows used in financing activities |
(
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(
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| Effect of exchange rate changes on cash and cash equivalents |
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(
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Net (decrease) increase in cash and cash equivalents and restricted cash
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(
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Cash and cash equivalents and restricted cash at beginning of year
(1)
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Cash and cash equivalents and restricted cash at end of period
(1)
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$ |
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$ |
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| Supplemental cash flow information | |||||||||||
| Cash paid for: | |||||||||||
| Interest | $ |
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$ |
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| Income taxes – net |
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(1)
Includes $
18.1
million of restricted cash at March 31, 2025 and December 31, 2024. At March 31, 2025, $
16.5
million of the restricted cash has been included in Other current assets and $
1.6
million has been included in Other noncurrent assets in the Condensed Consolidated Balance Sheets. At December 31, 2024, $
18.1
million was included in
in the Condensed Consolidated Balance Sheets. There was
no
restricted cash as of March 31, 2024 or December 31, 2023.
See Notes to Condensed Consolidated Financial Statements
5
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(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 accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to interim financial information and 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, that the Company considers necessary for a fair presentation of the information set forth herein. The results of operations for the
three months ended March 31, 2025
are not necessarily indicative of the results to be expected for the entire year.
The Condensed Consolidated Financial Statements set forth in this report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Recently Issued Accounting Standards
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09,
Improvements to Income Tax Disclosures
, which requires public entities, on an annual basis, to disclose standard categories in the tax rate reconciliation, additional information for reconciling items that meet a quantitative threshold and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Adoption of this ASU should be applied prospectively, but may be applied retrospectively to all prior periods presented in the financial statements. Adoption of the standard is not expected to have a material impact on the Company’s Consolidated Financial Statements, but is expected to result in incremental income tax disclosures when adopted in the Company’s Annual Report on Form 10-K for the year ending December 31, 2025 and in periodic results thereafter.
2.
Acquisitions
All of the Company’s acquisitions of businesses have been accounted for under Accounting Standards Codification (“ASC”) 805,
Business Combinations
. Accordingly, the assets and liabilities of the acquired companies, after adjustments to reflect the fair values assigned to the assets and liabilities, have been included in the Condensed Consolidated Balance Sheets from their respective dates of acquisition. The results of operations of businesses acquired have been included in the Condensed Consolidated Statements of Income since their respective dates of acquisition. Supplemental pro forma information has not been provided as the acquisitions did not have a material impact on the Condensed Consolidated Financial Statements individually or in the aggregate.
The Company makes a preliminary allocation of the purchase price for each acquisition as of the acquisition date based on its understanding of the fair value of the acquired assets and assumed liabilities. These nonrecurring fair value measurements are classified as Level 3 in the fair value hierarchy. As the Company continues to obtain additional information, primarily related to the valuations of these assets and liabilities, and continues to integrate the newly acquired business, the Company will refine the estimates of fair value and more accurately allocate the purchase price through the completion of the measurement period, which is not to exceed
one year
from the date of acquisition. Only items that existed as of the acquisition date are considered for subsequent adjustment to the purchase price allocation. Goodwill recognized reflects the strategic fit, revenue and earnings growth potential of the acquired business and its synergies with existing IDEX businesses.
6
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
2024 Acquisitions
Mott Corporation
On September 5, 2024, the Company acquired Mott Corporation and its subsidiaries (“Mott”) in a stock acquisition. Mott is a leading microfiltration business specializing in the design, customization and manufacturing of sintered porous metal components and engineered solutions used in fluidic applications. Headquartered in Farmington, Connecticut, Mott operates in the Scientific Fluidics & Optics reporting unit within the Company’s Health & Science Technologies segment. Mott was acquired for cash consideration of $
982.0
million, net of cash acquired of $
3.1
million. The purchase price was funded using a combination of cash on hand of $
207.7
million, borrowings under the Company’s Revolving Facility of $
279.3
million and net proceeds of $
495.0
million from the issuance of the Company’s
4.950
% Senior Notes (as defined in
No
te 8
, “Borrowings”). Goodwill and intangible assets recognized as part of this transaction were $
484.2
million and $
412.8
million, respectively. The goodwill is expected to be primarily deductible for tax purposes.
As of March 31, 2025, the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:
| Total | |||||
| Current assets, net of cash acquired | $ |
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| Property, plant and equipment |
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| Goodwill |
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| Intangible assets |
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| Other noncurrent assets |
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| Total assets acquired |
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| Current liabilities |
(
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| Deferred income taxes |
(
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| Other noncurrent liabilities |
(
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Net assets acquired
(1)
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$ |
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(1)
The Company finalized the purchase price of Mott during the three months ended March 31, 2025, resulting in a reduction to the purchase price of $
4.2
million. Funds were received by the Company in January 2025.
Acquired intangible assets consist of trade names, customer relationships and unpatented technology. The acquired intangible assets and weighted average amortization periods are as follows:
| Total |
Weighted Average Life
(in years)
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| Trade names | $ |
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| Customer relationships |
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| Unpatented technology |
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| Acquired intangible assets | $ |
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Acquisition-Related Costs
The Company incurred acquisition-related costs of $
0.7
million and $
1.3
million during the three months ended March 31, 2025 and 2024, respectively. These costs were recorded in Selling, general and administrative expenses and were related to completed, pending and potential transactions, including transactions that ultimately were not completed. There were no fair value inventory step-up charges recorded during the three months ended March 31, 2025. The Company recorded a $
2.5
million fair value inventory step-up charge associated with the completed 2023 acquisition of STC Material Solutions in Cost of sales during the three months ended March 31, 2024.
7
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
3.
Business Segments
IDEX has
three
reportable business segments: Fluid & Metering Technologies (“FMT”), Health & Science Technologies (“HST”) and Fire & Safety/Diversified Products (“FSDP”).
The Company uses Adjusted EBITDA as its measure of segment performance. Intersegment sales are contracted with terms equivalent to those of an arm’s-length transaction. Information on the Company’s business segments is presented below.
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||
| FMT | HST | FSDP | Total Segments | Eliminations | IDEX | ||||||||||||||||||||||||||||||
| NET SALES | |||||||||||||||||||||||||||||||||||
| External customers | $ |
|
$ |
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$ |
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$ |
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$ | — | $ |
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| Intersegment sales |
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(
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— | |||||||||||||||||||||||||||||
| Net sales |
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(
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Adjusted segment cost of sales
(1)
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(
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(
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(
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(
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(
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Other segment expenses
(2)
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(
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(
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(
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(
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| Segment Adjusted EBITDA | $ |
|
$ |
|
$ |
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$ |
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| Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||||||||
| FMT | HST | FSDP | Total Segments | Eliminations | IDEX | ||||||||||||||||||||||||||||||
| NET SALES | |||||||||||||||||||||||||||||||||||
| External customers | $ |
|
$ |
|
$ |
|
$ |
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$ | — | $ |
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| Intersegment sales |
|
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|
(
|
— | |||||||||||||||||||||||||||||
| Net sales |
|
|
|
|
(
|
|
|||||||||||||||||||||||||||||
|
Adjusted segment cost of sales
(1)
|
(
|
(
|
(
|
(
|
|
(
|
|||||||||||||||||||||||||||||
|
Other segment expenses
(2)
|
(
|
(
|
(
|
(
|
|||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||||||
(1)
Adjusted segment cost of sales represents Cost of sales excluding fair value inventory step-up charges. There were
no
step-up charges recorded during the three months ended March 31, 2025. There were step-up charges of $
2.5
million recorded within the HST segment during the three months ended March 31, 2024.
(2)
Other segment expenses consists primarily of selling, general and administrative expenses.
8
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| ADJUSTED EBITDA | |||||||||||
| Fluid & Metering Technologies | $ |
|
$ |
|
|||||||
| Health & Science Technologies |
|
|
|||||||||
| Fire & Safety/Diversified Products |
|
|
|||||||||
| Segment Adjusted EBITDA |
|
|
|||||||||
|
Corporate and other
(1)
|
(
|
(
|
|||||||||
| Interest expense – net |
(
|
(
|
|||||||||
|
Depreciation
(2)
|
(
|
(
|
|||||||||
|
Amortization of intangible assets
(2)
|
(
|
(
|
|||||||||
| Fair value inventory step-up charges |
|
(
|
|||||||||
| Restructuring expenses and asset impairments |
(
|
(
|
|||||||||
| Income before income taxes | $ |
|
$ |
|
|||||||
(1)
Corporate expenses that can be identified with a segment have been included in determining segment results. The remainder are included in Corporate and other.
(2)
Depreciation and amortization of intangible assets by segment for the three months ended March 31, 2025 and 2024 was:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| DEPRECIATION | |||||||||||
| Fluid & Metering Technologies | $ |
|
$ |
|
|||||||
| Health & Science Technologies |
|
|
|||||||||
| Fire & Safety/Diversified Products |
|
|
|||||||||
| Total Segments |
|
|
|||||||||
| Corporate and other |
|
|
|||||||||
| Total depreciation | $ |
|
$ |
|
|||||||
| AMORTIZATION OF INTANGIBLE ASSETS | |||||||||||
| Fluid & Metering Technologies | $ |
|
$ |
|
|||||||
| Health & Science Technologies |
|
|
|||||||||
| Fire & Safety/Diversified Products |
|
|
|||||||||
| Total amortization | $ |
|
$ |
|
|||||||
| March 31, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Fluid & Metering Technologies | $ |
|
$ |
|
|||||||
| Health & Science Technologies |
|
|
|||||||||
| Fire & Safety/Diversified Products |
|
|
|||||||||
| Total Segments |
|
|
|||||||||
| Corporate and other |
|
|
|||||||||
| Total assets | $ |
|
$ |
|
|||||||
9
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
4.
Revenue
Disaggregation of Revenue
The Company has a comprehensive offering of products, including technologies, built to customers’ specifications that are sold in niche markets throughout the world. The Company disaggregates revenue from contracts with customers by reporting unit and geographical region for each segment as the Company believes it best depicts how the amount, nature, timing and uncertainty of its revenue and cash flows are affected by economic factors. Revenue, presented as Net sales on the Condensed Consolidated Statements of Income, was attributed to geographical region based on the location of the customer. The following tables present revenue disaggregated by reporting unit and geographical region.
Revenue by reporting unit for the three months ended March 31, 2025 and 2024 was as follows:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Pumps | $ |
|
$ |
|
|||||||
| Water |
|
|
|||||||||
| Energy |
|
|
|||||||||
| Agriculture |
|
|
|||||||||
| Valves |
|
|
|||||||||
| Intersegment elimination |
(
|
(
|
|||||||||
| Fluid & Metering Technologies |
|
|
|||||||||
| Scientific Fluidics & Optics |
|
|
|||||||||
| Sealing Solutions |
|
|
|||||||||
| Performance Pneumatic Technologies |
|
|
|||||||||
| Material Processing Technologies |
|
|
|||||||||
| Intersegment elimination |
(
|
(
|
|||||||||
| Health & Science Technologies |
|
|
|||||||||
| Fire & Safety |
|
|
|||||||||
| Dispensing |
|
|
|||||||||
| BAND-IT |
|
|
|||||||||
| Intersegment elimination |
(
|
(
|
|||||||||
| Fire & Safety/Diversified Products |
|
|
|||||||||
| Net sales | $ |
|
$ |
|
|||||||
10
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
Revenue by geographical region for the three months ended March 31, 2025 and 2024 was as follows:
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| FMT | HST | FSDP | IDEX | ||||||||||||||||||||
| U.S. | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| North America, excluding U.S. |
|
|
|
|
|||||||||||||||||||
| Europe |
|
|
|
|
|||||||||||||||||||
| Asia |
|
|
|
|
|||||||||||||||||||
|
Other
(1)
|
|
|
|
|
|||||||||||||||||||
| Intersegment elimination |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Net sales | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||
| FMT | HST | FSDP | IDEX | ||||||||||||||||||||
| U.S. | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| North America, excluding U.S. |
|
|
|
|
|||||||||||||||||||
| Europe |
|
|
|
|
|||||||||||||||||||
| Asia |
|
|
|
|
|||||||||||||||||||
|
Other
(1)
|
|
|
|
|
|||||||||||||||||||
| Intersegment elimination |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Net sales | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
Performance Obligations
The Company’s performance obligations are satisfied either at a point in time or over time as work progresses. Revenue from products and services transferred to customers at a point in time comprised approximately
95
% of the Company’s revenue and over time comprised approximately
5
% of the Company’s revenue for both the three months ended March 31, 2025 and 2024.
Contract Assets and Liabilities
The timing of billings and cash collections can result in customer receivables, billings in excess of revenue recognized, advance payments or deposits. Customer receivables include both amounts billed and currently due from customers as well as unbilled amounts (contract assets) and are included in Receivables – net on the Condensed Consolidated Balance Sheets.
The composition of customer receivables was as follows:
| March 31, 2025 | December 31, 2024 | ||||||||||
| Billed receivables | $ |
|
$ |
|
|||||||
| Unbilled receivables |
|
|
|||||||||
| Total customer receivables | $ |
|
$ |
|
|||||||
Billings in excess of revenue recognized, advance payments and deposits represent contract liabilities and are included in deferred revenue which is classified as current or noncurrent based on when the Company expects to recognize the revenue. The current portion is included in Accrued expenses and the noncurrent portion is included in Other noncurrent liabilities on the Condensed Consolidated Balance Sheets.
11
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
The composition of deferred revenue was as follows:
| March 31, 2025 | December 31, 2024 | ||||||||||
| Deferred revenue – current | $ |
|
$ |
|
|||||||
| Deferred revenue – noncurrent |
|
|
|||||||||
| Total deferred revenue | $ |
|
$ |
|
|||||||
5.
Earnings Per Common Share
Diluted earnings per common share (“EPS”) attributable to IDEX is computed by dividing Net income attributable to IDEX by the weighted average number of common shares outstanding (basic) plus common stock equivalents outstanding (diluted) for the period. Common stock equivalents consist of restricted stock, performance share units and stock options, which have been included in the calculation of weighted average common shares outstanding using the treasury stock method.
ASC 260,
Earnings Per Share
(“ASC 260”)
,
concludes that all outstanding unvested share-based payment awards that contain rights to non-forfeitable 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 both participating and non-participating securities. Dividend rights for restricted stock awards issued under the IDEX Corporation 2024 Incentive Award Plan (the “2024 Incentive Award Plan”) are subject to the same vesting requirements as the underlying restricted stock awards, and therefore, these awards are not considered participating securities. Dividend rights for restricted stock awards issued prior to the adoption of the 2024 Incentive Award Plan are non-forfeitable and not subject to the same vesting requirements as the underlying restricted stock awards. As such, these awards have been determined to be participating securities. Accordingly, Diluted EPS attributable to IDEX was computed using the two-class method prescribed by ASC 260.
Basic weighted average common shares outstanding reconciles to diluted weighted average common shares outstanding as follows:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Basic weighted average common shares outstanding |
|
|
|||||||||
| Dilutive effect of restricted stock, performance share units and stock options |
|
|
|||||||||
| Diluted weighted average common shares outstanding |
|
|
|||||||||
Share-based payment awards of approximately
0.5
million shares of common stock for both the three months ended March 31, 2025 and 2024 were not included in the computation of Diluted EPS attributable to IDEX because the effect of their inclusion would have been antidilutive.
12
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
6.
Balance Sheet Components
| March 31, 2025 | December 31, 2024 | ||||||||||
| RECEIVABLES – NET | |||||||||||
| Customers | $ |
|
$ |
|
|||||||
| Other |
|
|
|||||||||
| Total |
|
|
|||||||||
| Less: allowance for credit losses |
|
|
|||||||||
| Receivables – net | $ |
|
$ |
|
|||||||
| INVENTORIES – NET | |||||||||||
| Raw materials and component parts | $ |
|
$ |
|
|||||||
| Work in process |
|
|
|||||||||
| Finished goods |
|
|
|||||||||
| Inventories – net | $ |
|
$ |
|
|||||||
| ACCRUED EXPENSES | |||||||||||
| Payroll and related items | $ |
|
$ |
|
|||||||
| Management incentive compensation |
|
|
|||||||||
| Income taxes payable |
|
|
|||||||||
| Deferred revenue |
|
|
|||||||||
| Lease liability |
|
|
|||||||||
| Restructuring |
|
|
|||||||||
| Other |
|
|
|||||||||
| Accrued expenses | $ |
|
$ |
|
|||||||
7.
Goodwill and Intangible Assets
The changes in the carrying amount of goodwill for the three months ended March 31, 2025, by reportable business segment, were as follows:
| FMT | HST | FSDP | IDEX | ||||||||||||||||||||
| Goodwill | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Accumulated goodwill impairment losses |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Balance at January 1, 2025 |
|
|
|
|
|||||||||||||||||||
| Foreign currency translation |
|
|
|
|
|||||||||||||||||||
| Measurement period adjustments |
|
|
|
|
|||||||||||||||||||
| Balance at March 31, 2025 | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
ASC 350,
Goodwill and Other Intangible Assets
(“ASC 350”)
,
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 31, goodwill and other acquired intangible assets with indefinite lives are tested for impairment. Based on the results of the Company’s annual goodwill impairment test at October 31, 2024, all reporting units had fair values in excess of their carrying values. Since the last assessment date, there were no events or circumstances that would have required an interim impairment test.
13
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset at March 31, 2025 and December 31, 2024:
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
|
Gross
Carrying Amount |
Accumulated
Amortization |
Net |
Gross
Carrying Amount |
Accumulated
Amortization |
Net | ||||||||||||||||||||||||||||||
| Amortized intangible assets: | |||||||||||||||||||||||||||||||||||
| Patents | $ |
|
$ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||||||
| Trade names |
|
(
|
|
|
(
|
|
|||||||||||||||||||||||||||||
| Customer relationships |
|
(
|
|
|
(
|
|
|||||||||||||||||||||||||||||
| Unpatented technology |
|
(
|
|
|
(
|
|
|||||||||||||||||||||||||||||
| Software |
|
(
|
|
|
(
|
|
|||||||||||||||||||||||||||||
| Total amortized intangible assets |
|
(
|
|
|
(
|
|
|||||||||||||||||||||||||||||
| Indefinite-lived intangible assets: | |||||||||||||||||||||||||||||||||||
| Banjo trade name |
|
— |
|
|
— |
|
|||||||||||||||||||||||||||||
| Akron Brass trade name |
|
— |
|
|
— |
|
|||||||||||||||||||||||||||||
| Total intangible assets | $ |
|
$ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||||||
The Banjo and Akron Brass trade names are indefinite-lived intangible assets which are tested for impairment on an annual basis in accordance with ASC 350 or more frequently if events or changes in circumstances indicate that the assets might be impaired. Based on the results of the Company’s annual impairment test at October 31, 2024, these indefinite-lived intangible assets had fair values in excess of their carrying values. Since the last assessment date, there were no events or circumstances that would have required an interim impairment test on these indefinite-lived intangible assets.
Amortization of intangible assets wa
s $
31.5
million and $
24.6
million
for the
three months ended March 31, 2025
and
2024
, respectively.
Based on the intangible asset balances as of
March 31, 2025
, expected amortization expense for the remaining
nine months
of
2025
and for the years 2026 through 2029 is as follows:
| Estimated Amortization | ||||||||
| Remainder of 2025 | $ |
|
||||||
| 2026 |
|
|||||||
| 2027 |
|
|||||||
| 2028 |
|
|||||||
| 2029 |
|
|||||||
14
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
8.
Borrowings
Borrowings at March 31, 2025 and December 31, 2024 consisted of the following:
| March 31, 2025 | December 31, 2024 | ||||||||||
|
|
$ |
|
$ |
|
|||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
$
|
|
|
|||||||||
| Other borrowings |
|
|
|||||||||
| Total borrowings |
|
|
|||||||||
| Less: current portion |
|
|
|||||||||
| Less: unamortized debt issuance costs and discount on debt |
|
|
|||||||||
| Long-term borrowings | $ |
|
$ |
|
|||||||
(1)
At March 31, 2025, there was $
249.0
million outstanding under the Revolving Facility and $
3.0
million of outstanding letters of credit, resulting in a net available borrowing capacity under the Revolving Facility of approximately $
548.0
million. The weighted-average interest rate for borrowings outstanding under the Revolving Facility was
3.71
% and
4.46
% for the three months ended March 31, 2025 and the year ended December 31, 2024, respectively. During April 2025, the Company repaid $
12.5
million of the $
249.0
million outstanding under the Revolving Facility.
At March 31, 2025, the Company was in compliance with the covenants contained in the credit agreement associated with the Revolving Facility as well as other long-term debt agreements.
9.
Fair Value Measurements
ASC 820,
Fair Value Measurements and Disclosures,
defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The standard utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
•
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
•
Level 2: Inputs, other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
•
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
The following table summarizes the basis used to measure the Company’s financial assets (liabilities) at fair value on a recurring basis in the balance sheets at March 31, 2025 and December 31, 2024:
| Basis of Fair Value Measurements | |||||||||||
| March 31, 2025 | December 31, 2024 | ||||||||||
| Level 1 | Level 1 | ||||||||||
|
Trading securities - mutual funds held in nonqualified SERP
(1)
|
$ |
|
$ |
|
|||||||
15
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
(1)
The Supplemental Executive Retirement Plan (“SERP”) investment assets are offset by a SERP liability which represents the Company’s obligation to distribute SERP funds to participants. The SERP investment assets and liability are included in Other noncurrent assets and Other noncurrent liabilities, respectively, on the Condensed Consolidated Balance Sheets.
There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 during the three months ended March 31, 2025 or the year ended December 31, 2024.
The carrying values of the Company’s other financial instruments (i.e., cash and cash equivalents, accounts receivable, accounts payable and accrued expenses) approximate fair value because of the short-term nature of these instruments.
Certain non-financial assets, primarily property, plant and equipment, goodwill and intangible assets, are not required to be measured at fair value on a recurring basis and are reported at their carrying value. However, these assets are required to be assessed for impairment whenever events or circumstances indicate that their carrying value may not be fully recoverable, and at least annually for goodwill and indefinite-lived intangible assets. See
Note 7
, “Goodwill and Intangible Assets,” for additional information about these assets.
The following table provides the fair value of the outstanding indebtedness described in
Note 8
, “Borrowings,” which is based on quoted market prices and current market rates for debt with similar credit risk and maturity, as well as the carrying value. These fair value measurements are classified as Level 2 within the fair value hierarchy since they are determined based upon significant inputs observable in the market, including interest rates on recent financing transactions to entities with a credit rating similar to the Company’s rating.
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Fair Value | Carrying Amount | Fair Value | Carrying Amount | ||||||||||||||||||||
| Total Borrowings, less unaccreted debt discount | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
16
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
10.
Restructuring Expenses and Asset Impairments
Restructuring expenses generally represent expenses incurred by the Company to facilitate long-term sustainable growth through cost reduction actions, consisting of employee reductions, facility rationalization and contract termination costs. These costs include severance costs, exit costs and asset impairments and are included in Restructuring expenses and asset impairments in the Condensed Consolidated Statements of Income. Severance costs primarily consist of severance benefits through payroll continuation, COBRA subsidies, outplacement services, conditional separation costs, employer tax liabilities and related legal costs, while exit costs primarily consist of lease exit and contract termination costs.
2025 Initiative
During the three months ended March 31, 2025, the Company incurred severance costs related to organizational changes, primarily designed to connect scalable groups of businesses, which resulted in a reduction of headcount. Additionally, the Company eliminated certain management layers in select areas. These changes are expected to enable the Company to self-fund more growth resources, increase sourcing productivity, improve agility and speed of decision making and position the Company closer to the customer for maximum impact. There were
no
exit costs or asset impairments incurred during the three months ended March 31, 2025.
Pre-tax
by segment for the three months ended March 31, 2025 were as follows:
| Severance Costs | ||||||||
| Fluid & Metering Technologies | $ |
|
||||||
| Health & Science Technologies |
|
|||||||
| Fire & Safety/Diversified Products |
|
|||||||
| Corporate/Other |
|
|||||||
| Restructuring expenses and asset impairments | $ |
|
||||||
The Company expects to incur an additional $
3.5
million to $
7.5
million of restructuring charges for severance related to these actions during the remainder of 2025.
17
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
2024 Initiative
During the three months ended March 31, 2024, the Company incurred severance costs related to employee reductions in conjunction with cost mitigation efforts as a result of market conditions. There were
no
exit costs or asset impairments incurred during the three months ended March 31, 2024.
Pre-tax
by segment for the three months ended March 31, 2024 were as follows:
| Severance Costs | ||||||||
| Fluid & Metering Technologies | $ |
|
||||||
| Health & Science Technologies |
|
|||||||
| Fire & Safety/Diversified Products |
|
|||||||
| Corporate/Other |
|
|||||||
| Restructuring expenses and asset impairments | $ |
|
||||||
Restructuring accruals reflected in Accrued expenses in the Condensed Consolidated Balance Sheets are as follows:
| Restructuring Initiatives | |||||
| Balance at January 1, 2025 | $ |
|
|||
| Restructuring expenses |
|
||||
| Payments, utilization and other |
(
|
||||
| Balance at March 31, 2025 | $ |
|
|||
18
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
11.
Accumulated Other Comprehensive Loss
The components of Accumulated other comprehensive loss for the three months ended March 31, 2025 and 2024 are as follows:
| Cumulative Translation Adjustment | Pension and Other Postretirement Adjustments | Accumulated Other Comprehensive Loss | ||||||||||||||||||
| Three Months Ended March 31, 2025 | ||||||||||||||||||||
|
Balance, December 31, 2024
(1)
|
$ |
(
|
$ |
|
$ |
(
|
||||||||||||||
|
Other comprehensive income before reclassification adjustments
|
|
|
|
|||||||||||||||||
|
Gain reclassified from Accumulated other comprehensive loss
(2)(3)
|
|
(
|
(
|
|||||||||||||||||
| Tax impact |
|
|
|
|||||||||||||||||
|
Net other comprehensive income (loss)
(1)
|
|
(
|
|
|||||||||||||||||
|
Balance, March 31, 2025
(1)
|
$ |
(
|
$ |
|
$ |
(
|
||||||||||||||
| Three Months Ended March 31, 2024 | ||||||||||||||||||||
|
Balance, December 31, 2023
(1)
|
$ |
(
|
$ |
|
$ |
(
|
||||||||||||||
|
Other comprehensive loss before reclassification adjustments
|
(
|
|
(
|
|||||||||||||||||
|
Gain reclassified from Accumulated other comprehensive loss
(2)(3)
|
|
(
|
(
|
|||||||||||||||||
| Tax impact |
|
|
|
|||||||||||||||||
|
Net other comprehensive loss
(1)
|
(
|
(
|
(
|
|||||||||||||||||
|
Balance, March 31, 2024
(1)
|
$ |
(
|
$ |
|
$ |
(
|
||||||||||||||
(1)
Amounts are presented net of tax.
(3)
Included in Other expense (income) – net in the Condensed Consolidated Statements of Income.
12.
Share Repurchases
On March 17, 2020, the Company’s Board of Directors approved an increase of $
500.0
million in the authorized level of repurchases of common stock. This approval is in addition to the prior repurchase authorization of the Board of Directors of $
300.0
million on December 1, 2015. These authorizations have no expiration date. During the three months ended March 31, 2025, the Company repurchased a total of
0.3
million shares at a cost of $
50.4
million (which includes excise taxes of $
0.4
million which will be paid in 2026). There were
no
share repurchases during the three months ended March 31, 2024. As of March 31, 2025, the amount of share repurchase authorization remaining was $
489.7
million.
13.
Share-Based Compensation
The Company typically grants equity awards annually at its regularly scheduled first quarter meeting of the Board of Directors based on the recommendation from the Compensation Committee.
19
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
Stock Options
Stock options granted under the Company’s plans are generally non-qualified and are granted with an exercise price equal to the market price of the Company’s stock on the date of grant. The fair value of each option grant in the periods presented was estimated on the date of the grant using the Black Scholes valuation model. Stock options generally vest ratably over
four years
, with vesting beginning one year from the date of grant, and generally expire
10
years from the date of grant. The service period for certain retiree eligible participants is accelerated.
The assumptions used in determining the fair value of the stock options granted in the respective periods were as follows:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Weighted average fair value of grants |
$
|
$
|
|||||||||
| Dividend yield |
|
|
|||||||||
| Volatility |
|
|
|||||||||
| Risk-free interest rate |
|
|
|||||||||
| Expected life (in years) |
|
|
|||||||||
A summary of the Company’s stock option activity as of March 31, 2025 and changes during the three months ended March 31, 2025 are presented in the following table:
| Stock Options | Shares |
Weighted
Average Exercise Price |
Weighted-Average
Remaining Contractual Term (years) |
Aggregate
Intrinsic Value |
|||||||||||||||||||
| Outstanding at January 1, 2025 |
|
$ |
|
|
$ |
|
|||||||||||||||||
| Granted |
|
|
|||||||||||||||||||||
| Exercised |
(
|
|
|||||||||||||||||||||
| Forfeited |
(
|
|
|||||||||||||||||||||
| Outstanding at March 31, 2025 |
|
$ |
|
|
$ |
|
|||||||||||||||||
| Vested and expected to vest as of March 31, 2025 |
|
$ |
|
|
$ |
|
|||||||||||||||||
| Exercisable at March 31, 2025 |
|
$ |
|
|
$ |
|
|||||||||||||||||
As of March 31, 2025, there was $
9.3
million of total unrecognized compensation cost related to stock options that is expected to be recognized over a weighted-average period of
1.4
years.
20
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
Restricted Stock
Restricted stock awards generally cliff vest after
three years
for employees and non-employee directors. The service period for certain retiree eligible participants is accelerated. Unvested restricted stock granted after the adoption of the 2024 Incentive Award Plan earn dividend equivalents for the award period, which will be paid to participants upon vesting of the underlying awards. Unvested restricted stock granted prior to the adoption of the 2024 Incentive Award Plan earn and are paid dividends. The fair value of restricted stock is equal to the market price of the Company’s stock at the date of the grant.
A summary of the Company’s restricted stock activity as of March 31, 2025 and changes during the three months ended March 31, 2025 are presented in the following table:
| Restricted Stock | Shares |
Weighted-Average
Grant Date Fair Value |
|||||||||
| Unvested at January 1, 2025 |
|
$ |
|
||||||||
| Granted |
|
|
|||||||||
| Vested |
(
|
|
|||||||||
| Forfeited |
(
|
|
|||||||||
| Unvested at March 31, 2025 |
|
$ |
|
||||||||
As of March 31, 2025, there was $
22.7
million of total unrecognized compensation cost related to restricted stock that is expected to be recognized over a weighted-average period of
1.1
years.
Cash-Settled Restricted Stock
The Company also maintains a cash-settled share-based compensation plan for certain employees. Cash-settled restricted stock awards generally cliff vest after
three years
. The service period for certain retiree eligible participants is accelerated. Cash-settled restricted stock awards are recorded at fair value on a quarterly basis using the market price of the Company’s stock on the last day of the quarter. At March 31, 2025 and December 31, 2024, the Company had accrued $
2.9
million and $
4.0
million, respectively, for cash-settled restricted stock in Accrued expenses in the Condensed Consolidated Balance Sheets and had accrued $
1.2
million and $
2.4
million, respectively, for cash-settled restricted stock in Other noncurrent liabilities in the Condensed Consolidated Balance Sheets. These recurring fair value measurements are classified as Level 1 in the fair value hierarchy. Dividend equivalents are earned throughout the award period and paid upon vesting for certain cash-settled restricted stock awards granted after the adoption of the 2024 Incentive Award Plan. Dividend equivalents are paid on certain cash-settled restricted stock awards granted prior to the adoption of the 2024 Incentive Award Plan.
A summary of the Company’s unvested cash-settled restricted stock activity as of March 31, 2025 and changes during the three months ended March 31, 2025 are presented in the following table:
| Cash-Settled Restricted Stock | Shares |
Weighted-Average
Fair Value |
|||||||||
| Unvested at January 1, 2025 |
|
$ |
|
||||||||
| Granted |
|
|
|||||||||
| Vested |
(
|
|
|||||||||
| Forfeited |
(
|
|
|||||||||
| Unvested at March 31, 2025 |
|
$ |
|
||||||||
As of March 31, 2025, there was $
6.4
million of total unrecognized compensation cost related to cash-settled restricted stock that is expected to be recognized over a weighted-average period of
1.3
years.
21
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
Performance Share Units
Performance share unit awards represent rights to receive shares of the Company’s common stock and will vest between
0
% to
250
% of the target share unit amount. Performance share units granted in 2025 are earned over a
three-year
performance period based on an internal income growth metric (a performance condition), weighted
25
%, and the total shareholder return of IDEX common stock in relation to the total shareholder return of companies in the S&P 500 Index (a market condition), weighted
75
%. Performance share unit awards granted prior to 2025 are earned solely based on the Company’s total shareholder return ranking in relation to the total shareholder return of companies in the S&P 500 Index over a
three-year
period following the date of grant.
The fair value of the performance condition portion of the 2025 awards is equal to the market price of the Company’s stock at the date of the grant, and the amount of expense recognized over the vesting period is subject to adjustment based on the expected attainment of the performance condition. The fair value of the market condition portion of the 2025 awards and all awards granted prior to 2025 is determined using a Monte Carlo simulation model, and the amount of expense recognized over the vesting period is not subject to change based on future market conditions.
The assumptions used in the Monte Carlo simulation model to determine the fair value of the market condition portion of the performance share units granted in the respective periods were as follows:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Weighted average fair value of grants |
$
|
$
|
|||||||||
| Dividend yield |
|
|
|||||||||
| Volatility |
|
|
|||||||||
| Risk-free interest rate |
|
|
|||||||||
| Expected life (in years) |
|
|
|||||||||
A summary of the Company’s performance share unit activity as of March 31, 2025 and changes during the three months ended March 31, 2025 are presented in the following table:
| Performance Share Units | Shares |
Weighted-Average
Grant Date Fair Value |
|||||||||
| Unvested at January 1, 2025 |
|
$ |
|
||||||||
| Granted |
|
|
|||||||||
| Vested |
(
|
|
|||||||||
| Forfeited |
(
|
|
|||||||||
| Unvested at March 31, 2025 |
|
$ |
|
||||||||
On January 31, 2025,
23,875
performance share units vested. Based on the Company’s relative total shareholder return rank during the
three-year
period ended January 31, 2025, the Company achieved a
65
% payout factor and issued
15,530
common shares in February 2025 for awards that vested in 2025.
As of March 31, 2025, there was $
5.3
million of total unrecognized compensation cost related to performance share units that is expected to be recognized over a weighted-average period of
1.2
years.
22
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
Summary of Share-Based Compensation Expense
The Company’s policy is to recognize compensation cost on a straight-line basis, assuming forfeitures, over the requisite service period for the entire award.
Total compensation cost related to all share-based awards was as follows:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Stock options expense | $ |
|
$ |
|
|||||||
| Restricted stock expense |
|
|
|||||||||
| Cash-settled restricted stock expense |
|
|
|||||||||
| Performance share units expense |
|
|
|||||||||
|
Total pre-tax share-based compensation expense
(1)
|
|
|
|||||||||
| Income tax benefit |
(
|
(
|
|||||||||
| Total share-based compensation expense, net of income taxes | $ |
|
$ |
|
|||||||
(1)
Pre-tax compensation cost is recognized in the Condensed Consolidated Statements of Income depending on the functional area of the underlying employees. Pre-tax compensation expense of $
0.8
million and $
0.8
million was recognized in Cost of sales in the Condensed Consolidated Statements of Income during the three months ended March 31, 2025 and 2024, respectively. Pre-tax compensation expense of $
14.0
million and $
13.6
million was recognized in Selling, general and administrative expenses in the Condensed Consolidated Statements of Income during the three months ended March 31, 2025 and 2024, respectively. Additionally, during the three months ended March 31, 2025, a benefit of $
0.6
million was recognized in Restructuring expenses and asset impairments in the Condensed Consolidated Statements of Income related to forfeitures of share-based compensation awards resulting from previously announced restructuring actions initiated during the first quarter.
14.
Retirement Benefits
The Company sponsors several qualified and nonqualified defined benefit and defined contribution pension plans as well as other postretirement plans for its employees.
The following tables provide the components of net periodic cost for the Company’s major defined benefit plans and its other postretirement plans.
| Pension Benefits | |||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| U.S. | Non-U.S. | U.S. | Non-U.S. | ||||||||||||||||||||
| Service cost | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Interest cost |
|
|
|
|
|||||||||||||||||||
| Expected return on plan assets |
|
(
|
(
|
(
|
|||||||||||||||||||
| Net amortization |
|
|
|
|
|||||||||||||||||||
| Net periodic cost | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
23
IDEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share amounts)
(unaudited)
| Other Postretirement Benefits | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Service cost | $ |
|
$ |
|
|||||||
| Interest cost |
|
|
|||||||||
| Net amortization |
(
|
(
|
|||||||||
| Net periodic cost | $ |
|
$ |
|
|||||||
The Company recognizes the service cost component in both Cost of sales and Selling, general and administrative expenses in the Condensed Consolidated Statements of Income depending on the functional area of the underlying employees and the interest cost, expected return on plan assets and net amortization components in Other expense (income) – net in the Condensed Consolidated Statements of Income.
The Company expects to contribute approximately $
3.7
million to its defined benefit plans and $
1.1
million to its other postretirement benefit plans in 2025. The Company contributed a total of $
1.2
million to fund these plans during both the three months ended March 31, 2025 and 2024.
15.
Commitments and Contingencies
The Company and certain of its subsidiaries are involved in pending and threatened legal, regulatory and other proceedings incidental to the operations of their businesses. These proceedings may pertain to matters such as product liability or contract disputes, and may also involve governmental inquiries, inspections, audits or investigations relating to issues such as tax matters, intellectual property, environmental, health and safety issues, governmental regulations, employment and other matters. Although the results of such legal proceedings cannot be predicted with certainty, the Company believes that the ultimate disposition of these matters will not have a material adverse effect, individually or in the aggregate, on the Company’s business, financial condition, results of operations or cash flows.
16.
Income Taxes
The Company’s provision for income taxes is based upon estimated annual tax rates for the year applied to federal income as well as state and foreign income in various jurisdictions, permanent differences between book and tax items, tax credits and the Company’s change in relative income in each jurisdiction. The provision for income taxes and the effective tax rates for the periods presented were as follows:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Income before income taxes | $ |
|
$ |
|
|||||||
| Provision for income taxes |
|
|
|||||||||
| Effective tax rate |
|
% |
|
% | |||||||
24
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements and related notes in this quarterly report. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under Item 1A, “Risk Factors” in the Company’s most recent annual report on Form 10-K and under the heading “Cautionary Statement Under the Private Securities Litigation Reform Act” discussed elsewhere in this quarterly report.
This discussion includes certain non-GAAP financial measures that have been defined and reconciled to the most directly comparable financial measure prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) under the headings “Non-GAAP Disclosures” and “Free Cash Flow.” This discussion also includes Operating working capital, which has been defined under the heading “Liquidity and Capital Resources.” The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP. The financial results prepared in accordance with U.S. GAAP and the reconciliations from these results should be carefully evaluated.
Overview
IDEX is an applied solutions provider specializing in the manufacturing of fluid and metering technologies, health and science technologies and fire, safety and other diversified products built to customers’ specifications. IDEX’s products are sold in niche markets across a wide range of industries throughout the world. Accordingly, IDEX’s businesses are affected by levels of industrial activity and economic conditions in the U.S. and in other countries where it does business, as well as by the relationship of the U.S. dollar to other currencies. Levels of capacity utilization and capital spending in certain markets and overall industrial activity are important factors that influence the demand for IDEX’s products.
Highlights
(All comparisons are against the same period in 2024 unless otherwise noted)
•
Net sales of $814.3 million increased 2% overall and decreased 1% organically*
•
Diluted earnings per common share (“EPS”) attributable to IDEX of $1.26 decreased 21%
•
Adjusted diluted EPS attributable to IDEX* of $1.75 decreased 7%
*These are non-GAAP measures. See the definitions of these non-GAAP measures and reconciliations to their most directly comparable GAAP financial measures under the heading “Non-GAAP Disclosures.”
During the first quarter of 2025, the Company delivered solid operating performance. Strong price/cost execution and favorable operational productivity partly mitigated the impact of volume pressure. Operating results during the quarter also benefited from the acquisition of Mott Corporation and its subsidiaries (“Mott”). Both diluted EPS and Adjusted diluted EPS decreased, reflecting interest on borrowings to fund the acquisition of Mott during the third quarter of 2024 as well as the absence of discrete one-time tax benefits during the first quarter of 2024.
While uncertainty in the marketplace continues, we expect the potential unfavorable impact of tariffs and changes to global trade policies may have on our consolidated results of operations can largely be mitigated by price increases and cost reduction. Short cycle order patterns have not been discernibly disrupted to date, but continued uncertainty may result in further pressure on volumes across our markets and geographies. The Company believes it is well positioned in the current environment given the criticality and relatively low cost of its solutions. IDEX businesses generally operate locally with teams that are well equipped to adapt with agility. The Company remains focused on optimizing its business portfolio and expects its strong cash generation and balance sheet will continue to enable opportunistic capital deployment to generate shareholder value sustainably in the long run.
25
Results of Operations
The following is a discussion and analysis of the Company’s results of operations for the three months ended March 31, 2025 compared with the three months ended March 31, 2024.
| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| (In millions, except per share amounts) | 2025 | 2024 | $ | % / bps | |||||||||||||||||||
| Domestic sales | $ | 419.4 | $ | 397.6 | $ | 21.8 | 5 | % | |||||||||||||||
| International sales | 394.9 | 402.9 | (8.0) | (2 | %) | ||||||||||||||||||
| Net sales | 814.3 | 800.5 | 13.8 | 2 | % | ||||||||||||||||||
| Cost of sales | 445.4 | 443.1 | 2.3 | 1 | % | ||||||||||||||||||
| Gross profit | 368.9 | 357.4 | 11.5 | 3 | % | ||||||||||||||||||
| Gross margin | 45.3 | % | 44.6 | % | n/a | 70 bps | |||||||||||||||||
| Selling, general and administrative expenses | 209.4 | 195.1 | 14.3 | 7 | % | ||||||||||||||||||
| Restructuring expenses and asset impairments | 17.5 | 1.1 | 16.4 | NM | |||||||||||||||||||
| Operating income | 142.0 | 161.2 | (19.2) | (12 | %) | ||||||||||||||||||
| Other expense (income) – net | 1.4 | (2.7) | 4.1 | (152 | %) | ||||||||||||||||||
| Interest expense – net | 16.1 | 9.4 | 6.7 | 71 | % | ||||||||||||||||||
| Income before income taxes | 124.5 | 154.5 | (30.0) | (19 | %) | ||||||||||||||||||
| Provision for income taxes | 29.1 | 33.2 | (4.1) | (12 | %) | ||||||||||||||||||
| Effective tax rate | 23.4 | % | 21.5 | % | n/a | 190 bps | |||||||||||||||||
| Net income attributable to IDEX | $ | 95.5 | $ | 121.4 | $ | (25.9) | (21 | %) | |||||||||||||||
| Diluted earnings per common share attributable to IDEX | $ | 1.26 | $ | 1.60 | $ | (0.34) | (21 | %) | |||||||||||||||
|
NM - Not Meaningful
|
|||||||||||||||||||||||
Net Sales
Net sales for the three months ended March 31, 2025 increased as compared to the same prior year period as a result of contributions from the Mott acquisition. Organic sales for the three months ended March 31, 2025 decreased 1% which reflected lower volumes, largely as a result of market softness within certain Fluid & Metering Technologies and Health & Science Technologies businesses, partially offset by targeted growth initiatives and price capture.
Gross Profit and Gross Margin
Gross profit and Gross margin for the three months ended March 31, 2025 increased as compared to the same prior year period primarily due to favorable operational productivity across all segments and price/cost, partially offset by volume deleverage. Additionally, slightly higher employee-related costs were mitigated by platform optimization savings resulting from restructuring actions initiated during the period. Gross profit was also positively impacted by the impact of the Mott acquisition, net of divestitures.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended March 31, 2025 increased primarily due to the $16.6 million impact from acquisitions, net of divestitures, including amortization, and increased professional services spending as compared to the same prior year period. These increases were partially offset by lower employee-related costs.
Restructuring Expenses and Asset Impairments
Restructuring expenses and asset impairments increased in the three months ended March 31, 2025 primarily due to higher severance costs compared with the same prior year period. Severance costs during the current period were incurred in conjunction with organizational changes, primarily designed to connect scalable groups of businesses, which resulted in a reduction of headcount. Additionally, the Company eliminated certain management layers in select areas. For additional information regarding restructuring expenses and asset impairments, refer to
Note
10
, “Restructuring Expenses and Asset Impairments,” in the Notes to Condensed Consolidated Financial Statements.
26
Other Expense (Income) – Net
Other expense (income) – net decreased to $1.4 million of expense in the three months ended March 31, 2025 compared to $2.7 million of income during the same prior year period primarily due to the unfavorable impact of foreign currency transactions as compared to the same prior year period.
Interest Expense – Net
Interest expense – net for the three months ended March 31, 2025 increased primarily due to the impact of higher debt outstanding used to finance the acquisition of Mott, partially offset by a reduction in interest expense related to the payoff of the Term Facility in 2024.
Income Taxes
The effective tax rate was 23.4% for the three months ended March 31, 2025, as compared to 21.5% during the same period in 2024. One-time discrete tax benefits related to the finalization of tax impacts with taxing authorities of a previously recorded legal entity restructuring lowered the effective tax rate during the three months ended March 31, 2024.
In October 2021, members of the Organization for Economic Co-operation and Development (“OECD”) and G20 Inclusive Framework on Base Erosion and Profit Shifting agreed to a two-pillar solution to address the tax challenges associated with the digitalization of the economy. In December 2021, the OECD released the Pillar Two Model Rules (“Pillar Two”), which define the global minimum tax and call for the taxation of large corporations at a minimum rate of 15%. While it is uncertain whether the United States will enact legislation to adopt Pillar Two, certain countries in which we operate have enacted legislation, and other countries are in the process of introducing draft legislation to implement the minimum tax directive. Many aspects of Pillar Two became effective January 1, 2025; however, nearly all of the jurisdictions in which IDEX operates have an effective tax rate above the 15% threshold. Therefore, the Company does not expect a material impact from the Pillar Two income tax rules. We are continuing to monitor legislative developments and evaluate financial results for changes in the expected impact.
27
Results of Reportable Business Segments
The Company has three reportable segments: Fluid & Metering Technologies (“FMT”), Health & Science Technologies (“HST”) and Fire & Safety/Diversified Products (“FSDP”). For a detailed description of the operations within each segment, refer to Note 13, “Business Segments and Geographic Information,”
in the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2024. Management’s measurements of segment performance are Net sales, adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) and Adjusted EBITDA margin.
The table below illustrates
the share of Net sales and Adjusted EBITDA contributed by each segment on the basis of total segments (not total Company) for the three months ended March 31, 2025.
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| FMT | HST | FSDP | Total | ||||||||||||||||||||
| Net sales as a percent of total | 35 | % | 42 | % | 23 | % | 100 | % | |||||||||||||||
|
Adjusted EBITDA
(1)
|
40 | % | 37 | % | 23 | % | 100 | % | |||||||||||||||
(1)
Segment Adjusted EBITDA excludes the impact of unallocated corporate costs of $28.9 million for the three months ended March 31, 2025.
Fluid & Metering Technologies Segment
| Three Months Ended March 31, | Components of Change | ||||||||||||||||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | Change | Organic |
Acq/Div
(1)
|
Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Domestic sales | $ | 168.8 | $ | 172.6 | (2%) | ||||||||||||||||||||||||||||||||||||
| International sales | 121.7 | 141.1 | (14%) | ||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 290.5 | $ | 313.7 | (7%) | (4%) | (2%) | (1%) | (7%) | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 95.3 | 105.4 | (10%) | (7%) | (2%) | (1%) | (10%) | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 32.8 | % | 33.6 | % | (80) bps | (100) bps | 20 bps | — | (80) bps | ||||||||||||||||||||||||||||||||
(1)
Divestitures included Alfa Valvole, Srl, sold in June 2024.
•
Organic sales during the three months ended March 31, 2025 were negatively impacted by lower volumes resulting from softness in the Company’s agriculture, chemical, energy and semiconductor businesses, partially offset by favorable municipal water market dynamics and price capture.
•
Excluding the accretive impact of divestitures, Adjusted EBITDA margin for the three months ended March 31, 2025 decreased primarily due to volume deleverage, partially offset by strong price/cost. Additionally, platform optimization savings offset increases in other employee-related costs.
Health & Science Technologies Segment
| Three Months Ended March 31, | Components of Change | ||||||||||||||||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | Change | Organic |
Acq/Div
(1)
|
Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Domestic sales | $ | 155.1 | $ | 138.9 | 12% | ||||||||||||||||||||||||||||||||||||
| International sales | 186.4 | 171.2 | 9% | ||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 341.5 | $ | 310.1 | 10% | (1%) | 12% | (1%) | 10% | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 87.4 | 81.4 | 7% | (1%) | 9% | (1%) | 7% | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 25.6 | % | 26.2 | % | (60) bps | 20 bps | (80) bps | — | (60) bps | ||||||||||||||||||||||||||||||||
(1)
Acquisitions include Mott, acquired in September 2024.
28
•
Organic sales for the three months ended March 31, 2025 were negatively impacted by lower volumes within the Company’s semiconductor, automotive and industrial businesses, which more than offset favorable aerospace/defense markets, targeted growth initiatives and price capture.
•
Excluding the net dilutive impact of acquisitions, Adjusted EBITDA margin for the three months ended March 31, 2025 increased primarily due to platform optimization savings, which offset increases in other employee-related costs, as well as favorable productivity and mix, partially offset by volume deleverage.
Fire & Safety/Diversified Products Segment
| Three Months Ended March 31, | Components of Change | ||||||||||||||||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | Change | Organic | Acq/Div | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Domestic sales | $ | 95.5 | $ | 86.1 | 11% | ||||||||||||||||||||||||||||||||||||
| International sales | 88.8 | 91.9 | (3%) | ||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 184.3 | $ | 178.0 | 4% | 5% | — | (1%) | 4% | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 54.2 | 51.4 | 5% | 7% | — | (2%) | 5% | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 29.4 | % | 28.9 | % | 50 bps | 60 bps | — | (10) bps | 50 bps | ||||||||||||||||||||||||||||||||
•
Organic sales for the three months ended March 31, 2025 were positively impacted by Fire and Safety targeted growth initiatives, Dispensing projects volumes and price capture.
•
Adjusted EBITDA margin increased for the three months ended March 31, 2025 primarily due to favorable volume leverage and price/cost, which was partially offset by higher employee-related costs.
29
Liquidity and Capital Resources
Liquidity
Based on management’s current expectations and currently available information, the Company believes current cash, cash from operations and cash available under the Revolving Facility will be sufficient to meet its cash requirements, including planned capital expenditures, interest and principal payments on all borrowings, pension and postretirement funding requirements, share repurchases and quarterly dividend payments to holders of the Company’s common stock for the foreseeable future. Additionally, in the event that suitable businesses are available for acquisition upon acceptable terms, the Company may obtain all or a portion of the financing for these acquisitions through the incurrence of additional borrowings. The Company believes that additional borrowings through various financing alternatives remain available, if required.
Select key liquidity metrics at March 31, 2025 are as follows:
| (In millions) | March 31, 2025 | |||||||
| Working capital | $ | 1,043.1 | ||||||
| Current ratio | 2.8 to 1 | |||||||
| Cash and cash equivalents | $ | 594.1 | ||||||
| Cash held outside of the United States | 470.4 | |||||||
| Revolving Facility capacity | $ | 800.0 | ||||||
| Borrowings | 249.0 | |||||||
| Letters of credit | 3.0 | |||||||
| Revolving Facility availability | $ | 548.0 | ||||||
Operating Working Capital
Operating working capital, calculated as Receivables – net plus Inventories – net minus Trade accounts payable, is used by management as a measurement of operational results as well as the short-term liquidity of the Company. The following table details Operating working capital as of March 31, 2025 and December 31, 2024:
| (In millions) | March 31, 2025 | December 31, 2024 | Change | Organic Change | ||||||||||||||||||||||
| Receivables – net | $ | 482.6 | $ | 465.9 | $ | 16.7 | $ | 12.3 | ||||||||||||||||||
| Inventories – net | 466.3 | 429.7 | 36.6 | 34.9 | ||||||||||||||||||||||
| Less: Trade accounts payable | 208.3 | 197.8 | 10.5 | 8.2 | ||||||||||||||||||||||
| Operating working capital | $ | 740.6 | $ | 697.8 | $ | 42.8 | $ | 39.0 | ||||||||||||||||||
Operating working capital increased $42.8 million to $740.6 million at March 31, 2025. Acquisitions and foreign currency translation increased Operating working capital by $3.8 million during the three months ended March 31, 2025. Apart from these items, receivables increased due to price capture, which more than offset the impact of lower volumes; inventories increased to support planned production; and accounts payable increased as a result of higher inventory purchases and timing of payments.
30
Cash Flow Summary
The following table is derived from the Condensed Consolidated Statements of Cash Flows:
| Three Months Ended March 31, | ||||||||||||||||||||
| (In millions) | 2025 | 2024 | Change | |||||||||||||||||
| Net cash flows provided by (used in): | ||||||||||||||||||||
| Operating activities | $ | 105.7 | $ | 156.6 | $ | (50.9) | ||||||||||||||
| Investing activities | (10.0) | (20.0) | 10.0 | |||||||||||||||||
| Financing activities | (133.3) | (41.0) | (92.3) | |||||||||||||||||
Operating Activities
Cash flows provided by operating activities decreased $50.9 million in the three months ended March 31, 2025 as compared to the same prior year period primarily due to higher investments in operating working capital driven by higher inventory purchases to support planned production, as well as higher interest payments on the 4.950% Senior Notes borrowed during the third quarter of 2024 to fund the acquisition of Mott.
Investing Activities
Cash flows used in investing activities decreased $10.0 million during the three months ended March 31, 2025 as compared to the prior year period primarily due to lower capital expenditures, which decreased $5.7 million in the three months ended March 31, 2025 as compared to the prior year period. The three months ended March 31, 2025 also includes $4.2 million of funds received in connection with the finalization of the Mott purchase price.
Financing Activities
Cash flows used in financing activities increased $92.3 million during the three months ended March 31, 2025 as compared to the prior year period primarily due to $50.0 million of share repurchases and a $30.2 million payment on the Revolving Facility. The three months ended March 31, 2025 also included lower proceeds from stock option exercises, net of shares withheld for taxes, which decreased $8.2 million, and higher dividends paid to shareholders, which increased $3.9 million as compared to the prior year period.
Free Cash Flow
The Company believes free cash flow, a non-GAAP measure, is an important measure of performance because it provides a measurement of cash generated from operations that is available for payment obligations such as operating cash requirements,
planned capital expenditures, interest and principal payments on all borrowings, pension and postretirement funding requirements and quarterly dividend payments to holders of the Company’s common stock as well as
for funding acquisitions and share repurchases. Free cash flow is calculated as cash flows provided by operating activities less capital expenditures.
The following table reconciles cash flows provided by operating activities to free cash flow:
| Three Months Ended March 31, | ||||||||||||||
| (Dollars in millions) | 2025 | 2024 | ||||||||||||
| Cash flows provided by operating activities | $ | 105.7 | $ | 156.6 | ||||||||||
| Less: capital expenditures | 14.3 | 20.0 | ||||||||||||
| Free cash flow | $ | 91.4 | $ | 136.6 | ||||||||||
31
Cash Requirements
Subsequent Borrowings Activity
During April 2025, the Company repaid $12.5 million of the $249.0 million outstanding under the Revolving Facility.
Capital Expenditures
Capital expenditures generally include machinery and equipment that support growth and improved productivity, tooling, business system technology, replacement of equipment and investments in new facilities. The Company believes it has s
ufficient operating cash flows to continue to meet current obligations and invest in planned capital expenditures. Cash flows from operations were more than adequate to fund capital expenditures of $14.3 million and $20.0 million in the first three months of 2025 and 2024, respectively.
Share Repurchases
During the three months ended March 31, 2025, the Company repurchased 0.3 million shares at a cost of $50.0 million. There were no share repurchases during the three months ended March 31, 2024. As of March 31, 2025, the amount of share repurchase authorization remaining was $489.7 million. For additional information regarding the Company’s share repurchase program, refer to
Note 12
, “Share Repurchases,” in the Notes to Condensed Con
solidated Financial Statements.
Dividends
Total dividend payments to common shareholders were $52.4 million during the three months ended March 31, 2025 compared with $48.5 million during the three months ended March 31, 2024.
Covenants
The key financial covenants that the Company is required to maintain in connection with the Revolving Facility, the Term Facility, the 3.37% Senior Notes and the 5.13% Senior Notes, are a minimum interest coverage ratio of 3.0 to 1 and a maximum leverage ratio of 3.50 to 1. At March 31, 2025, the Company was in compliance with these financial covenants, as the Company’s interest coverage ratio was 14.08 to 1 for covenant calculation purposes and the leverage ratio was 2.22 to 1. There are no financial covenants relating to the 2.625% Senior Notes, the 3.00% Senior Notes or the 4.950% Senior Notes; however, all are subject to cross-acceleration provisions.
Credit Ratings
The Company’s credit ratings, which were independently developed by the following credit agencies, are detailed below:
•
S&P Global Ratings reaffirmed the Company’s corporate credit rating of BBB (stable outlook) in September 2024.
•
Moody’s Investors Service affirmed the Company’s corporate credit rating of Baa2 (stable outlook) in August 2024.
•
Fitch Ratings reaffirmed the Company’s corporate credit rating of BBB+ (stable outlook) in June 2024.
Off-Balance Sheet Arrangements
The Company had $23.0 million of letters of credit as of March 31, 2025, primarily issued as security for insurance and other performance obligations. Of the $23.0 million of letters of credit, only $3.0 million reduced the Company’s borrowing capacity under the Revolving Facility as of March 31, 2025. The Company has restricted cash of $18.1 million as of March 31, 2025, which represents cash held as collateral for standby letters of credit issued by Mott and is required to keep the balance in a separate account for the duration of the letters of credit. Of the $18.1 million of restricted cash as of March 31, 2025, $15.4 million was released from restriction in April 2025 as the related standby letters of credit expired, $13.8 million of which is expected to be replaced in future periods under other existing facilities that do not reduce the Company’s borrowing capacity.
Except as disclosed above, the Company has no off-balance sheet arrangements that currently have or are reasonably likely to have a material effect on the Company’s consolidated financial condition, changes in financial condition, results of operations, liquidity, capital expenditures or capital resources.
32
Critical Accounting Estimates
There have been no changes to the Company’s critical accounting estimates described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
33
Non-GAAP Disclosures
Set forth below are reconciliations of Organic sales, Adjusted gross profit, Adjusted gross margin, Adjusted net income attributable to IDEX, Adjusted diluted EPS attributable to IDEX, Consolidated Adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) and Consolidated Adjusted EBITDA margin to their respective most directly comparable U.S. GAAP measure. Management uses these metrics to measure performance of the Company since they exclude items that are not reflective of ongoing operations, as identified in the reconciliations below. Management also supplements its U.S. GAAP financial statements with adjusted information to provide investors with greater insight, transparency and a more comprehensive understanding of the information used by management in its financial and operational decision making.
Management uses Adjusted EBITDA as its measure of segment performance, and believes it is a useful indicator of the strength and performance of the Company and its segments’ ongoing business operations, as well as a way for investors to evaluate and compare operating performance and value companies within the Company’s industry. Management believes that Adjusted EBITDA margin is useful for the same reason as Adjusted EBITDA. The definition of Adjusted EBITDA used here may differ from that used by other companies.
This report also references free cash flow. This non-GAAP measure is discussed and reconciled to its most directly comparable GAAP measure in the section above titled “Free Cash Flow.”
The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP. Due to rounding, numbers presented throughout this and other documents may not add up or recalculate precisely. The financial results prepared in accordance with U.S. GAAP and the reconciliations from these results should be carefully evaluated.
|
1. Reconciliations of the Change in Net Sales to Organic Sales
|
|||||||||||||||||||||||
| FMT | HST | FSDP | IDEX | ||||||||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| Change in net sales | (7 | %) | 10 | % | 4 | % | 2 | % | |||||||||||||||
| Less: | |||||||||||||||||||||||
|
Net impact from acquisitions/divestitures
(1)
|
(2 | %) | 12 | % | — | % | 4 | % | |||||||||||||||
|
Impact from foreign currency
(2)
|
(1 | %) | (1 | %) | (1 | %) | (1 | %) | |||||||||||||||
|
Change in organic sales
|
(4 | %) | (1 | %) | 5 | % | (1 | %) | |||||||||||||||
(1)
Represents the sales from acquired or divested businesses during the first 12 months of ownership or prior to divestiture.
(2)
The portion of sales attributable to foreign currency translation is calculated as the difference between (a) the period-to-period change in organic sales, and (b) the period-to-period change in organic sales after applying prior period foreign exchange rates to the current year period.
|
2. Reconciliations of Reported-to-Adjusted Gross Profit and Gross Margin
(in millions)
|
|||||||||||
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Gross profit | $ | 368.9 | $ | 357.4 | |||||||
| Fair value inventory step-up charges | — | 2.5 | |||||||||
| Adjusted gross profit | $ | 368.9 | $ | 359.9 | |||||||
| Net sales | $ | 814.3 | $ | 800.5 | |||||||
| Gross margin | 45.3 | % | 44.6 | % | |||||||
| Adjusted gross margin | 45.3 | % | 45.0 | % | |||||||
34
|
3. Reconciliations of Reported-to-Adjusted Net Income Attributable to IDEX and Diluted EPS Attributable to IDEX
(in millions, except for per share amounts)
|
|||||||||||
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Reported net income attributable to IDEX | $ | 95.5 | $ | 121.4 | |||||||
| Fair value inventory step-up charges | — | 2.5 | |||||||||
| Tax impact on fair value inventory step-up charges | — | (0.5) | |||||||||
| Restructuring expenses and asset impairments | 17.5 | 1.1 | |||||||||
| Tax impact on restructuring expenses and asset impairments | (4.1) | (0.3) | |||||||||
| Acquisition-related intangible asset amortization | 31.5 | 24.6 | |||||||||
| Tax impact on acquisition-related intangible asset amortization | (7.4) | (5.6) | |||||||||
| Adjusted net income attributable to IDEX | $ | 133.0 | $ | 143.2 | |||||||
| Reported diluted EPS attributable to IDEX | $ | 1.26 | $ | 1.60 | |||||||
| Fair value inventory step-up charges | — | 0.03 | |||||||||
| Tax impact on fair value inventory step-up charges | — | (0.01) | |||||||||
| Restructuring expenses and asset impairments | 0.23 | 0.01 | |||||||||
| Tax impact on restructuring expenses and asset impairments | (0.05) | — | |||||||||
| Acquisition-related intangible asset amortization | 0.41 | 0.32 | |||||||||
| Tax impact on acquisition-related intangible asset amortization | (0.10) | (0.07) | |||||||||
| Adjusted diluted EPS attributable to IDEX | $ | 1.75 | $ | 1.88 | |||||||
| Diluted weighted average shares outstanding | 75.8 | 75.9 | |||||||||
35
| 4. Reconciliations of Net Income to Adjusted EBITDA (in millions) | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Reported net income | $ | 95.4 | $ | 121.3 | |||||||
| Provision for income taxes | 29.1 | 33.2 | |||||||||
| Interest expense – net | 16.1 | 9.4 | |||||||||
| Depreciation | 18.4 | 16.2 | |||||||||
| Amortization | 31.5 | 24.6 | |||||||||
| Fair value inventory step-up charges | — | 2.5 | |||||||||
| Restructuring expenses and asset impairments | 17.5 | 1.1 | |||||||||
| Adjusted EBITDA | $ | 208.0 | $ | 208.3 | |||||||
| Adjusted EBITDA Components | |||||||||||
| FMT | $ | 95.3 | $ | 105.4 | |||||||
| HST | 87.4 | 81.4 | |||||||||
| FSDP | 54.2 | 51.4 | |||||||||
| Corporate and other | (28.9) | (29.9) | |||||||||
| Total Adjusted EBITDA | $ | 208.0 | $ | 208.3 | |||||||
| Net sales | $ | 814.3 | $ | 800.5 | |||||||
| Net income margin | 11.7 | % | 15.2 | % | |||||||
| Adjusted EBITDA margin | 25.5 | % | 26.0 | % | |||||||
36
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes with respect to market risks disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Item 4.
Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2025.
There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
37
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its subsidiaries are party to legal proceedings incidental to the operation of their businesses as described in
Note 15
in Part I, Item 1, “Commitments and Contingencies,” in the Notes to Condensed Consolidated Financial Statements and such disclosure is incorporated by reference into this Item 1. “Legal Proceedings.”
The Company’s threshold for disclosing material environmental legal proceedings involving a government authority where potential monetary sanctions are involved is $1.0 million.
In addition, the Company and eight of its subsidiaries are presently named as defendants in a number of lawsuits claiming various asbestos-related personal injuries, allegedly as a result of exposure to products manufactured with components that contained asbestos. These components were acquired from third party suppliers and were not manufactured by the Company or any of the defendant subsidiaries. To date, the majority of the Company’s settlements and legal costs, except for costs of coordination, administration, insurance investigation and a portion of defense costs, have been covered in full by insurance, subject to applicable deductibles. However, the Company cannot predict whether and to what extent insurance will be available to continue to cover these settlements and legal costs, or how insurers may respond to claims that are tendered to them. Asbestos-related claims have been filed in jurisdictions throughout the United States and the United Kingdom. Most of the claims resolved to date have been dismissed without payment. The balance of the claims have been settled for various immaterial amounts. Only one case has been tried, resulting in a verdict for the Company’s business unit. No provision has been made in the financial statements of the Company, other than for insurance deductibles in the ordinary course, and the Company does not currently believe the asbestos-related claims will have a material adverse effect on the Company’s business, financial position, results of operations or cash flows.
Item 1A. Risk Factors
There have been no material changes with respect to risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information about the Company’s purchases of its common stock during the quarter ended March 31, 2025:
| Period |
Total Number of
Shares Purchased |
Average Price
Paid per Share
|
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs |
Approximate Dollar
Value that May Yet
be Purchased
Under the Plans
or Programs
(1)
|
|||||||||||||||||||
| January 1, 2025 to January 31, 2025 | — | $ | — | — | $ | 539,689,117 | |||||||||||||||||
| February 1, 2025 to February 28, 2025 | 256,159 | 195.19 | 256,159 | 489,689,272 | |||||||||||||||||||
| March 1, 2025 to March 31, 2025 | — | — | — | 489,689,272 | |||||||||||||||||||
| Total | 256,159 | $ | 195.19 | 256,159 | $ | 489,689,272 | |||||||||||||||||
(1)
On March 17, 2020, the Company’s Board of Directors approved an increase of $500.0 million in the authorized level of repurchases of common stock. This approval is in addition to the prior repurchase authorization of the Board of Directors of $300.0 million on December 1, 2015. These authorizations have no expiration date.
Item 5. Other Information
During the quarter ended March 31, 2025, none of the Company’s directors or executive officers
adopted
or
terminated
any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended.
38
Item 6. Exhibits
|
Exhibit
Number |
Description | |||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1* | ||||||||
| 32.2* | ||||||||
| 101* | The following financial information from IDEX Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 formatted in Inline eXtensible Business Reporting Language (iXBRL) includes: (i) the Cover Page, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Balance Sheets, (v) the Condensed Consolidated Statements of Equity, (vi) the Condensed Consolidated Statements of Cash Flows, and (vii) Notes to Condensed Consolidated Financial Statements. | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
| * Filed herewith. | ||||||||
39
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| IDEX Corporation | ||||||||
| By: | /s/ ABHISHEK KHANDELWAL | |||||||
| Abhishek Khandelwal | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
Date: May 1, 2025
40
TABLE OF CONTENTS
Part I. Financial InformationprintItem 1. Financial StatementsprintItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 3. Quantitative and Qualitative Disclosures About Market RiskprintItem 4. Controls and ProceduresprintPart II. Other InformationprintItem 1. Legal ProceedingsprintItem 1A. Risk FactorsprintItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsprintItem 5. Other InformationprintItem 6. Exhibitsprint