IDEX (IEX) 10-K risk factor changes: FY2015 vs FY2014
The 2015-12-31 10-K against the 2014-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A7 rewritten26 added2 removed65 unchanged
All filing items873 rewritten455 added319 removed1,460 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 455 added, 319 removed, 873 rewritten and 1,460 unchanged across 15 items that differ.
Sentences by item
18 items, with every count and a link to each item that changed
| Item | Added | Removed | Rewritten | Unchanged |
|---|---|---|---|---|
| Item 1A. Risk Factors. | 26 | 2 | 7 | 65 |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 75 | 95 | 85 | 213 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk. | 3 | 0 | 5 | 7 |
| Item 3. Legal Proceedings. | 0 | 0 | 2 | 8 |
| Cover and table of contents | 43 | 17 | 94 | 197 |
| Item 1B. Unresolved Staff Comments. | 0 | 0 | 0 | 1 |
| Item 2. Properties. | 0 | 1 | 3 | 3 |
| Item 4. Mine Safety Disclosures. | 10 | 10 | 10 | 24 |
| Item 6. Selected Financial Data.(1) | 22 | 5 | 89 | 70 |
| Item 8. Financial Statements and Supplementary Data. | 263 | 174 | 544 | 724 |
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 0 | 0 | 0 | 1 |
| Item 9A. Controls and Procedures. | 0 | 0 | 2 | 3 |
| Item 9B. Other Information. | 0 | 0 | 0 | 2 |
| Item 10. Directors, Executive Officers and Corporate Governance. | 0 | 0 | 1 | 3 |
| Item 11. Executive Compensation. | 3 | 2 | 6 | 7 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence. | 0 | 0 | 1 | 0 |
| Item 14. Principal Accountant Fees and Services. | 0 | 0 | 1 | 1 |
| Item 15. Exhibits and Financial Statement Schedules. | 10 | 13 | 23 | 131 |
Underlined words on a shaded ground are new in FY2015; struck-through words were in FY2014. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
7 rewritten, 26 added, 2 removed, 65 unchanged
In [removed: 2014,] [added: 2015,] 50% of the Company’s sales were derived from domestic operations while 50% were derived from international operations.
The Company’s largest end markets include life sciences and medical technologies, fire and rescue, [removed: liquefied petroleum] [added: oil &] gas, paint and coatings, chemical processing, [added: agriculture,] water & wastewater treatment and optical filters and components.
In [removed: 2014,] [added: 2015,] approximately 50% of our total sales were to customers outside the U.S. We expect our international operations and export sales to continue to be significant for the foreseeable future.
Our sales from international operations and our sales from export are both subject in varying degrees to risks inherent in doing business outside the [removed: United States.][added: U.S. These risks include the following:]
| • | [added: political instability, terrorism,] insurrection or war. |
Approximately [removed: 12%] [added: 8%] of our [removed: 2014] [added: 2015] sales were derived from new products developed over the past three years.
At December 31, [removed: 2014,] [added: 2015,] goodwill and intangible assets totaled [removed: $1,321.3] [added: $1,396.5] million and [removed: $271.2] [added: $287.8] million, respectively.
The Company’s sales were down 6% in 2015.
A Significant or Sustained Decline in Commodity Prices, Including Oil, Could Negatively Impact the Levels of Expenditures by Certain of Our Customers.
Demand for our products depends, in part, on the level of new and planned expenditures by certain of our customers.
The level of expenditures by our customers is dependent on, among other factors, general economic conditions, availability of credit, economic conditions within their respective industries and expectations of future market behavior.
Volatility in commodity prices, including oil, can negatively affect the level of these activities and can result in postponement of capital spending decisions or the delay or cancellation of existing orders.
The ability of our customers to finance capital investment and maintenance may also be affected by the conditions in their industries.
Reduced demand for our products could result in the delay or cancellation of existing orders or lead to excess manufacturing capacity, which unfavorably impacts our absorption of fixed manufacturing costs.
This reduced demand could have a material adverse effect on our business, financial condition and results of operations.
Our Success Depends on Our Executive Management and Other Key Personnel.
Our future success depends to a significant degree on the skills, experience and efforts of our executive management and other key personnel and their ability to provide the Company with uninterrupted leadership and direction.
The loss of the services of any of our executive officers or a failure to provide adequate succession plans for key personnel could have an adverse impact.
The availability of highly qualified talent is limited, and the competition for talent is robust.
However, we provide long-term equity incentives and certain other benefits for our executive officers which provide incentives for them to make a long-term commitment to our Company.
Our future success will also depend on our ability to have adequate succession plans in place and to attract, retain and develop qualified personnel.
A failure to efficiently replace executive management members and other key personnel and to attract, retain and develop new qualified personnel could have an adverse effect on our operations and implementation of our strategic plan.
Our Business Operations May Be Adversely Affected by Information Systems Interruptions or Intrusion.
We depend on various information technologies throughout our Company to administer, store and support multiple business activities.
If these systems are damaged, cease to function properly, or are subject to cyber-security attacks, such as those involving unauthorized access, malicious software and/or other intrusions, we could experience production downtimes, operational delays, other detrimental impacts on our operations or ability to provide products and services to our customers, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems or networks, financial losses from remedial actions, loss of business or potential liability, and/or damage to our reputation.
While we attempt to mitigate these risks by employing a number of measures, including employee training, technical security controls, and maintenance of backup and protective systems, our systems, networks, products and services remain potentially vulnerable to known or unknown threats, any of which could have a material adverse effect on our business, financial condition or results of operations.
Failure To Comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act or Other Applicable Anti-bribery Laws Could Have an Adverse Effect on Our Business.
The U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business.
Recent years have seen a substantial increase in anti-bribery law enforcement activity with more frequent and aggressive investigations and enforcement proceedings by both the Department of Justice and the SEC, increased enforcement activity by non-U.S. regulators and increases in criminal and civil proceedings brought against companies and individuals.
Our policies mandate compliance with all anti-bribery laws.
However, we operate in certain countries that are recognized as having governmental and commercial corruption.
Our internal control policies and procedures may not always protect us from reckless or criminal acts committed by our employees or third-party intermediaries.
Violations of these anti-bribery laws may result in criminal or civil sanctions, which could have a material adverse effect on our business, financial condition and results of operations.
These risks include the following:
The Company’s sales grew 5% organically in 2014 and 2% in 2013.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
85 rewritten, 75 added, 95 removed, 213 unchanged
[removed: 2014] [added: 2015] Overview and Outlook
Within our three reportable segments, the Company maintains [removed: six] [added: fifteen] platforms, where we [removed: will invest in organic growth and acquisitions with a strategic view towards a platform with the potential for at least $500 million in revenue, and seven groups, where we will] focus on organic growth and strategic acquisitions.
The Fire & Safety/Diversified Products segment is comprised of the [removed: Dispensing, Rescue, Band-It, and] Fire Suppression [removed: groups.][added: (comprised of Class 1, Hale, and Godiva), Rescue (comprised of Dinglee, Hurst Jaws of Life, Lukas, and Vetter), Band-It, and Dispensing platforms.]
The Fluid & Metering Technologies segment designs, produces and distributes positive displacement pumps, flow meters, valves, injectors, and other fluid-handling pump modules and systems and provides flow monitoring and other services for the food, chemical, general industrial, water [removed: and] [added: &] wastewater, [removed: agricultural] [added: agriculture] and energy industries.
The Fire & Safety/Diversified Products segment produces firefighting pumps and controls, rescue tools, lifting bags and other components and systems for the [added: fire and rescue industry, and engineered stainless steel banding and clamping devices used in a variety of industrial and commercial applications, precision equipment for dispensing, metering and mixing colorants and paints used in a variety of retail and commercial businesses around the world.]
Our [removed: 2014] [added: 2015] financial results are as follows:
| • | Sales of [removed: $2.1] [added: $2.0] billion [removed: increased 6%;] [added: decreased (6)%; reflecting a 4% decrease in] organic sales [removed: — excluding] [added: (excluding] acquisitions and foreign currency [removed: translation — were up 5%.] [added: translation), a 4% decrease due to foreign currency, and a 2% increase due to acquisitions.] |
| • | Operating income of [removed: $431.2] [added: $431.7] million [removed: increased 9%] [added: remained flat] and operating margin of [removed: 20.1%] [added: 21.4%] was up [removed: 60] [added: 130] basis points from the prior year. |
| • | Net income increased [removed: 9%] [added: 1%] to [removed: $279.4] [added: $282.8] million. |
Our [removed: 2014] [added: 2015] financial results, adjusted for [removed: $13.7] [added: $11.2] million of restructuring [removed: costs,] [added: costs and an $18.1 million gain on the sale of a business,] are as follows [removed: (These] [added: (these] non-GAAP measures have been reconciled to U.S. GAAP measures in Item 6, [removed: "Selected] [added: “Selected] Financial [removed: Data"):][added: Data”):]
| • | Adjusted operating income of [removed: $444.9] [added: $424.9] million [removed: increased 12%] [added: decreased 4%] and adjusted operating margin of [removed: 20.7%] [added: 21.0%] was up [removed: 120] [added: 30] basis points from the prior [removed: year.] [added: year adjusted operating income of $444.9 million and adjusted operating margin of 20.7%.] |
| • | Adjusted net income of [removed: $288.8] [added: $277.2] million is [removed: 13% higher] [added: 4% lower] than the prior year of [removed: $255.2] [added: $288.8] million. |
| • | Adjusted EPS of [removed: $3.57] [added: $3.55] was [removed: 16% higher] [added: 1% lower] than the prior year [added: adjusted] EPS of [removed: $3.09.] [added: $3.57.] |
The following is a discussion and analysis of our results of operations for each of the three years in the period ended December 31, [removed: 2014.][added: 2015.]
Sales in 2014 were $2.1 billion, a 6% increase from the comparable period [removed: last] [added: the previous] year.
Operating income of $431.2 million in 2014 increased from the $395.5 million recorded in 2013, primarily reflecting an increase in volume, improved productivity partially offset by the $13.7 million of restructuring-related charges recorded in [removed: 2014.]
Sales within our [removed: CFP] [added: Industrial] platform increased compared to 2013 on continued strength of the North American industrial distribution and chemical markets.
This increase was partially offset by a decline in [removed: CFP] [added: Industrial] chemical sales in Europe due to a lack of project activity.
Sales within our Agriculture [removed: group] [added: platform] increased slightly driven by strong aftermarket demand in North America, which was offset by weak OEM demand due to falling farm income.
The sales increase in [removed: WST] [added: our Water platform] was driven by share gains from new products and increased global project activity.
| Operating income [added: (loss)] | 152,999 | | | | 136,707 | | | | 12 | % | |
Sales within our Sealing Solutions [removed: group] [added: platform] increased compared to 2013 due to strong growth in the semiconductor and marine diesel markets, partially offset by softness in oil & gas towards year end due to declining oil prices.
Sales in our [removed: Industrial group] [added: Gast platform] increased compared to 2013 due [added: to] strong growth in the North American distribution [removed: markets, and the success of new product introductions.][added: markets.]
Sales within our Dispensing [removed: group] [added: platform] increased due to the fulfillment of a large order in the first quarter of 2014 and the strength of Asian and Western European markets.
The sales increase within our Band-It [removed: group] [added: platform] was driven by continued strength in the transportation, cable management and industrial industries, offset by declines in oil [removed: and] [added: &] gas application markets to close out the year.
Sales within our Fire Suppression [removed: group] [added: platform] increased as a result of orders for fire suppression trailers at power production facilities and stable project orders in China and North America.
Sales within our Rescue [removed: group] [added: platform] decreased slightly, due to delayed decision making for municipal projects in Europe and Asia.
Performance in [removed: 2013] [added: 2015] Compared with [removed: 2012][added: 2014]
[removed: Organic sales] [added: Sales] to customers outside the U.S. represented approximately [removed: 51%] [added: 50%] of total sales in [removed: the period compared with 50% in 2012.][added: both 2015 and 2014.]
In [removed: 2013,] [added: 2015,] Fluid & Metering Technologies contributed 43% of sales and [removed: 47%] [added: 43%] of operating income; Health & Science Technologies contributed [removed: 35%] [added: 36%] of sales and [removed: 30%] [added: 33%] of operating income; and Fire & Safety/Diversified Products contributed [removed: 22%] [added: 21%] of sales and [removed: 23%] [added: 24%] of operating income.
As a percentage of sales, SG&A expenses were [removed: 23.6%] [added: 23.7%] for [removed: 2013] [added: 2015] and [removed: 22.7%] [added: 23.5%] for [removed: 2012.][added: 2014.]
During [removed: 2012,] [added: 2015,] the Company recorded pre-tax restructuring expenses totaling [removed: $32.5 million.][added: $11.2 million compared to $13.7 million recorded in 2014.]
Interest expense decreased slightly to [removed: $42.2] [added: $41.6] million in [removed: 2013] [added: 2015] from [removed: $42.3] [added: $41.9] million in [removed: 2012.][added: 2014.]
The provision for income taxes [removed: increased] [added: decreased] to [removed: $97.9] [added: $109.5] million in [removed: 2013] [added: 2015] compared to [removed: $48.6] [added: $113.1] million in [removed: 2012.][added: 2014.]
Net income for the year of [removed: $255.2] [added: $282.8] million increased from the [removed: $37.6] [added: $279.4] million earned in [removed: 2012.][added: 2014.]
This [removed: increase] [added: decrease] reflected [removed: 4%] [added: a 10% decline in] organic growth and [removed: 1% favorable] [added: 6% unfavorable] foreign currency translation.
In [removed: 2013, organic] [added: 2015,] sales [removed: increased] [added: decreased] approximately 3% domestically and [removed: 6%] [added: 5%] internationally.
[removed: Organic sales] [added: Sales] to customers outside the U.S. were approximately [removed: 46%] [added: 44%] of total segment sales in [removed: 2013,] [added: 2015,] compared with [removed: 47%] [added: 45%] in [removed: 2012.][added: 2014.]
This [removed: increase] [added: decrease] reflected [removed: 6% growth] [added: a 2% decline in organic growth, a 2% increase] from acquisitions [removed: (ERC, Matcon] [added: (Alfa Valvole — June 2015] and [removed: FTL), offset by a 1%] [added: Aegis — April 2014) and 4% of] unfavorable foreign currency [removed: translation and a 2% decrease in organic sales.][added: translation.]
In [removed: 2013, organic] [added: 2015,] sales decreased [removed: 1%] [added: 3%] domestically and [removed: 3%] [added: 1%] internationally.
Each of our fifteen platforms is also a reporting unit, where we annually test for goodwill impairment.
The Fluid & Metering Technologies segment contains the Energy (comprised of Corken, Faure Herman, Liquid Controls, SAMPI and Toptech), Valves (comprised of Alfa Valvole), Water (comprised of Pulsafeeder, Knight, ADS, IETG, and iPEK), Industrial (comprised of Richter, Viking, Aegis, Warren Rupp, and Trebor), and Agriculture (comprised of Banjo) platforms.
The Health & Science Technologies segment contains the Scientific Fluidics (comprised of Eastern Plastics, Rheodyne, Sapphire Engineering, Upchurch Scientific, ERC, and CiDRA Precision Services), IDEX Optics & Photonics (comprised of CVI Melles Griot, Semrock, and AT Films), Sealing Solutions (comprised of PPE, FTL, and Novotema), Gast, Micropump, and Material Processing Technologies (comprised of Quadro, Fitzpatrick, Microfluidics, and Matcon) platforms.
| • | Diluted EPS of $3.62 increased $0.17 or 5% compared to 2014. |
Overall, we believe the current contraction of global economies will continue to pressure our end markets, creating an unstable growth environment for 2016.
Based on the Company’s current outlook, we anticipate organic growth to be flat in 2016 with full year EPS of $3.60 to $3.70.
| (In thousands) | 2015 | | | | 2014 | | | | Change | | |
| Net sales | $ | 2,020,668 | | | $ | 2,147,767 | | | (6 | )% | |
| Operating income | 431,738 | | | | 431,224 | | | | — | % | |
| Operating margin | 21.4 | | % | | 20.1 | | % | | 130 | | bps |
Sales in 2015 were $2.0 billion, a (6)% decrease from the comparable period last year.
This decrease reflects a 4% decrease in organic sales, a 4% decrease from foreign currency translation and a 2% increase from acquisitions (CiDRA Precision Services — July 2015; Alfa Valvole — June 2015; Novotema — May 2015 and Aegis — April 2014).
Gross profit of $904.3 million in 2015 decreased $45.0 million, or 5%, from 2014, while gross margins increased 60 basis points to 44.8% in 2015 from 44.2% in 2014.
The margin increase is mainly attributable to benefits from productivity initiatives, partially offset by decreased sales volume.
SG&A expenses decreased to $479.4 million in 2015 from $504.4 million in 2014.
The $25.0 million decrease is mainly attributable to a reduction in volume-related expenses of $35.1 million, partially offset by approximately $10.1 million of incremental costs from new acquisitions.
The restructuring expenses for both years were mainly attributable to employee severance related to head count reductions across all three segments and corporate.
Operating income of $431.7 million in 2015 increased slightly from the $431.2 million recorded in 2014, primarily reflecting improved productivity offset by decreased volumes.
Operating margin of 21.4% in 2015 was up 130 basis points from 20.1% in 2014 primarily due to the gain on the sale of the Ismatec product line and productivity improvements.
Other (income) expense decreased $0.9 million from other income of $3.1 million in 2014 to $2.2 million of income in 2015 mainly due to mark-to-market gains in available for sale securities in 2014 compared to losses in 2015.
The decrease was primarily due to the maturation of the 2.58% Senior Euro Notes, partially offset by a higher balance on the Revolving Facility.
The effective tax rate decreased to 27.9% in 2015 compared to 28.8% in 2014, due to the revaluation of the Italian deferred tax liability related to the reduction in the Italian statutory tax rate, the disposition of the Ismatec product line and the mix of global pre-tax income among jurisdictions.
Diluted earnings per share in 2015 of $3.62 increased $0.17 from $3.45 in 2014 as a result of the gain on the sale of the Ismatec product line and lower share count resulting from share repurchases, partially offset by lower sales volume.
| (In thousands) | 2015 | | | | 2014 | | | | Change | | |
| Net sales | $ | 860,792 | | | $ | 899,588 | | | (4 | )% | |
| Operating income | 204,506 | | | | 216,886 | | | | (6 | )% | |
| Operating margin | 23.8 | | % | | 24.1 | | % | | (30 | ) | bps |
Sales of $860.8 million decreased $38.8 million, or 4%, in 2015 compared with 2014.
Sales within our Energy platform decreased compared to 2014 primarily due to the fall in oil prices and the related delay in large capital projects in Europe and the Middle East.
Sales within our Industrial platform similarly decreased compared to 2014 due to the fall in oil & gas prices, but also due to the weakening of the North American industrial distribution market.
This decrease was partially offset by an increase in European chemical project activity.
Sales within our Agriculture platform decreased as OEM and after-market distribution sales fell significantly due to depressed commodity prices and lower farm incomes.
The slight sales decrease in the Water platform was driven by weakness in North American industrial markets, offset by growth in the global municipal markets and share gains from new products.
Sales in the Valves platform, which was created in the third quarter of 2015, increased as a result of the Alfa acquisition.
Operating income and operating margin of $204.5 million and 23.8%; respectively, were lower than the $216.9 million and 24.1%; respectively, recorded in 2014, primarily due to the lower sales volume.
| (In thousands) | 2015 | | | | 2014 | | | | Change | | |
| Net sales | $ | 738,996 | | | $ | 752,021 | | | (2 | )% | |
| Operating income | 157,948 | | | | 152,999 | | | | 3 | % | |
Sales of $739.0 million decreased $13.0 million, or 2%, in 2015 compared with 2014.
This decrease reflected a 1% decline in organic sales, a 2% increase from acquisitions (CiDRA Precision Services — July 2015 and Novotema — May 2015) and 3% unfavorable foreign currency translation.
Cautionary Statement Under the Private Securities Litigation Reform Act
This management’s discussion and analysis, including, but not limited to, the section entitled “2014 Overview and Outlook”, and other portions of this report, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended.
These statements may relate to, among other things, capital expenditures, cost reductions, cash flow, and operating improvements and are indicated by words or phrases such as “anticipate,” “estimate,” “plans,” “expects,” “projects,” “should,” “will,” “management believes,” “the Company believes,” “we believe,” “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 the results described in those statements.
These risks and uncertainties include, but are not limited to, the risks described in Item 1A, "Risk Factors" of this report, economic and political consequences resulting from terrorist attacks and wars; levels of industrial activity and economic conditions in the U.S. and other countries around the world; pricing pressures and other competitive factors, and levels of capital spending in certain industries — all of which could have a material impact on our order rates and results, particularly in light of the low levels of order backlogs we typically maintain; our ability to make acquisitions and to integrate and operate acquired businesses on a profitable basis; the relationship of the U.S. dollar to other currencies and its impact on pricing and cost competitiveness; political and economic conditions in foreign countries in which we operate; interest rates; capacity utilization and its effect on costs; labor markets; market conditions and material costs; and developments with respect to contingencies, such as litigation and environmental matters.
The forward-looking statements included in this report are only made as of the date of this report, and we undertake no obligation to update them to reflect subsequent events or circumstances.
Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented here.
The Fluid & Metering Technologies segment contains the Energy, Water (comprised of Water Services & Technology and Diaphragm & Dosing Pump Technology), and Chemical, Food & Process platforms as well as the Agricultural group (comprised of Banjo.) The Health & Science Technologies segment contains the IDEX Optics & Photonics, Scientific Fluidics and Material Processing Technologies platforms, as well as the Sealing Solutions and the Industrial (comprised of Micropump and Gast) groups.
Each platform or group is comprised of one or more of our 15 reporting units: five reporting units within Fluid & Metering Technologies (Energy; Chemical, Food, & Process; Water Services & Technology; Banjo; Diaphragm & Dosing Pump Technology); six reporting units within Health & Science Technologies (IDEX Optics and Photonics; Scientific Fluidics; Material Processing Technologies; Sealing Solutions; Micropump; and Gast); and four reporting units within Fire & Safety/Diversified Products (Dispensing, Rescue, Band-It, and Fire Suppression).
fire and rescue industry, and engineered stainless steel banding and clamping devices used in a variety of industrial and commercial applications, precision equipment for dispensing, metering and mixing colorants and paints used in a variety of retail and commercial businesses around the world.
| • | Diluted EPS of $3.45 increased $0.36 or 12% compared to 2013. |
Overall, we believe we are operating in a challenging market environment, which will continue throughout 2015.
On a regional basis, we anticipate North American demand will be solid, the European market will remain soft throughout 2015, and Asia will be volatile.
For 2015, based on the Company’s current outlook, we anticipate 1 to 2 percent organic revenue growth and EPS of $3.65 to $3.75.
The increase in organic sales was attributable to growth across all our platforms and groups within the segment.
DDPT saw modest sales growth due to softness in the Asian and European markets, offset by a pickup in the Middle East and the semiconductor markets.
| (In thousands) | 2013 | | | | 2012 | | | | Change | | |
| Net sales | $ | 2,024,130 | | | $ | 1,954,258 | | | 4 | % | |
| Operating income | 395,513 | | | | 128,218 | | | | 208 | % | |
| Operating margin | 19.5 | | % | | 6.6 | | % | | 1,290 | | bps |
Sales in 2013 were $2.0 billion, a 4% increase from 2012.
This increase reflects a 2% increase in organic sales and 2% from acquisitions (ERC — April 2012, Matcon — July 2012 and FTL —March 2013).
Gross profit of $873.4 million in 2013 increased $69.7 million, or 8.7%, from 2012.
Gross margins were 43.1% in 2013 and 41.1% in 2012.
SG&A expenses increased to $477.9 million in 2013 from $444.5 million in 2012.
The $33.4 million increase reflects approximately $10.4 million of incremental costs from new acquisitions, $5.6 million of cost-out actions, a $1.7 million pension settlement, $1.2 million related to environmental reserve costs, and $18.6 million of volume-related expenses, partially offset by a $4.0 million gain on the settlement of the contingent consideration related to the Matcon business acquired in July 2012.
These restructuring expenses were mainly attributable to employee severance related to employee reductions across various functional areas, the termination of a defined benefit pension plan and facility rationalization resulting from the Company’s cost savings initiatives.
These initiatives included exit costs related to five facility closures and severance benefits for 491 employees in 2012.
Operating income of $395.5 million in 2013 increased from the $128.2 million recorded in 2012, primarily reflecting an increase in volume, improved productivity and the impact of the $198.5 million asset impairment charges and the $32.5 million of restructuring-related charges recorded in 2012.
Operating margin of 19.5% in 2013 was up from 6.6% in 2012 primarily due to volume leverage, productivity and the impact of asset impairment charges and restructuring-related charges in 2012.
The decrease was principally due to lower debt levels.
The effective tax rate decreased to 27.7% in 2013 compared to 56.3% in 2012, mainly due to the 2012 asset impairment charge recorded in the fourth quarter of 2012.
The impairment charge increased our 2012 effective tax rate by 26.9%.
Our effective tax rate was also impacted by recognition of the 2012 U.S. R&D credit in 2013 due to the enactment of the American Taxpayer Relief Act of 2012 on January 2, 2013 which reinstated the U.S. R&D Credit retroactively to January 1, 2012, recognition of additional UK R&D tax benefits, revaluation of the UK deferred tax liability due to the reduction in the UK statutory tax rate, the settlement of the contingent consideration agreement related to the Matcon business acquired in July 2012, and the mix of global pre-tax income among jurisdictions.
Diluted earnings per share in 2013 of $3.09 increased $2.64 from $0.45 in 2012.
| Net sales | $ | 871,814 | | | $ | 833,288 | | | 5 | % | |
| Operating income | 211,256 | | | | 146,650 | | | | 44 | % | |
| Operating margin | 24.2 | | % | | 17.6 | | % | | 660 | | bps |
Sales of $871.8 million increased $38.5 million, or 5%, in 2013 compared with 2012.
Sales within our Energy platform increased compared to 2012, due to the strength of OEM truck builds and electronic retrofits in North America.
An excerpt. Shown here: 40 of 85 rewritten, 40 of 75 added and 40 of 95 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. in the FY2015 filing and the FY2014 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
5 rewritten, 3 added, 0 removed, 7 unchanged
A treasury risk management policy, adopted by the Board of Directors, describes the procedures and controls over derivative financial and commodity instruments, including foreign currency forward [removed: contracts and interest rate swaps.]
The foreign currency transaction [added: (gains)] losses for the period ending December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] were [removed: $0.9] [added: $(0.1)] million, [removed: $2.2] [added: $0.9] million, and [removed: $2.3] [added: $2.2] million, respectively, and are reported within Other (income) expense-net on the Consolidated Statements of Operations.
The Company’s interest rate exposure is primarily related to its [removed: $864.0] [added: $847.4] million of total debt outstanding at December 31, [removed: 2014.][added: 2015.]
Approximately [removed: 13%] [added: 23%] of the debt is priced at interest rates that float with the market.
A 50 basis point movement in the interest rate on the floating rate debt would result in an approximate [removed: $0.6] [added: $1.0] million annualized increase or decrease in interest expense and cash flows.
contracts and interest rate swaps.
Foreign Currency Exchange Rates
Interest Rate Fluctuations
Item 3. Legal Proceedings.
2 rewritten, 0 added, 0 removed, 8 unchanged
The Company and [removed: six] [added: four] of its subsidiaries are presently named as defendants in a number of lawsuits claiming various asbestos-related personal injuries and seeking money damages, 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 [added: the Company or] any of the [added: defendant] subsidiaries.
Cover and table of contents
94 rewritten, 43 added, 17 removed, 197 unchanged
| | For the Fiscal Year Ended December 31, [removed: 2014] [added: 2015] |
The aggregate market value, as of the last business day of the [removed: registrant's] [added: registrant’s] most recently completed second fiscal quarter, of the common stock (based on the June 30, [removed: 2014] [added: 2015] closing price of [removed: $80.74)] [added: $78.58)] held by non-affiliates of IDEX Corporation was [removed: $6,428,282,555.][added: $6,085,231,271.]
The number of shares outstanding of IDEX Corporation’s common stock, par value $.01 per share, as of February [removed: 17, 2015] [added: 16, 2016] was [removed: 78,232,245.][added: 75,929,397.]
Portions of the proxy statement with respect to the IDEX Corporation [removed: 2015] [added: 2016] annual meeting of stockholders (the [removed: “2015] [added: “2016] Proxy Statement”) are incorporated by reference into Part III of this Form 10-K.
| Item 1. | [removed: [Business](#s9660BB124E3AE03FFAFFE18A50FD2CC2)] [added: [Business](#sEC959C660A59E8B98D86131E1421400E)] | [removed: [1](#s9660BB124E3AE03FFAFFE18A50FD2CC2)] [added: [1](#sEC959C660A59E8B98D86131E1421400E)] |
| Item 1A. | [Risk [removed: Factors](#s218F7267A3CBE40B5D77E18A53EA63C9)] [added: Factors](#sFD6E2A2CE6C516324CAB131E1462185D)] | [removed: [7](#s218F7267A3CBE40B5D77E18A53EA63C9)] [added: [8](#sFD6E2A2CE6C516324CAB131E1462185D)] |
| Item 1B. | [Unresolved Staff [removed: Comments](#s8EB2A22696F532D40EBDE18A56D612F0)] [added: Comments](#sB0BE9A7D239EE23EC943131E1475FD83)] | [removed: [8](#s8EB2A22696F532D40EBDE18A56D612F0)] [added: [10](#sB0BE9A7D239EE23EC943131E1475FD83)] |
| Item 2. | [removed: [Properties](#s8EDD80541BBF1C5333CBE18A59C39C1B)] [added: [Properties](#s3FA0FCE5C7795897EB35131E14A7D7E1)] | [removed: [8](#s8EDD80541BBF1C5333CBE18A59C39C1B)] [added: [10](#s3FA0FCE5C7795897EB35131E14A7D7E1)] |
| Item 3. | [Legal [removed: Proceedings](#sF51064D0205139BA7B97E18A5CB04D1A)] [added: Proceedings](#sFBB122EE5925C6E66510131E14CB3399)] | [removed: [9](#sF51064D0205139BA7B97E18A5CB04D1A)] [added: [11](#sFBB122EE5925C6E66510131E14CB3399)] |
| Item 4. | [Mine Safety [removed: Disclosures](#s5C2B6D74BDE6325C491EE18A5F9DC5E5)] [added: Disclosures](#s25CCB5068BF74838E23F131E14FDAFAC)] | [removed: [9](#s5C2B6D74BDE6325C491EE18A5F9DC5E5)] [added: [11](#s25CCB5068BF74838E23F131E14FDAFAC)] |
| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s1D9FB2EDD1C2AD8CB42FE189C16AAC2E)] [added: Securities](#sB903F96F9733D7C46198131E11C91DD8)] | [removed: [10](#s1D9FB2EDD1C2AD8CB42FE189C16AAC2E)] [added: [12](#sB903F96F9733D7C46198131E11C91DD8)] |
| Item 6. | [Selected Financial [removed: Data](#sE5708222100B86F71815E189AFDD8AC6)] [added: Data](#s034B0292411EB61F52F9131E0C3AC718)] | [removed: [12](#sE5708222100B86F71815E189AFDD8AC6)] [added: [14](#s034B0292411EB61F52F9131E0C3AC718)] |
| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s48EF1032EDCD61A895D5E18A6B50D839)] [added: Operations](#s9CF5ADFE1AB31ED03E6D131E16BF9BE7)] | [removed: [13](#s48EF1032EDCD61A895D5E18A6B50D839)] [added: [15](#s9CF5ADFE1AB31ED03E6D131E16BF9BE7)] |
| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sF5D28A6154789CD516D4E18A7FD91307)] [added: Risk](#s836CD0A0B99C7CCC0B89131E184F56AB)] | [removed: [23](#sF5D28A6154789CD516D4E18A7FD91307)] [added: [23](#s836CD0A0B99C7CCC0B89131E184F56AB)] |
| Item 8. | [Financial Statements and Supplementary [removed: Data](#sB415FC01D83E4C6F73FBE18A82C61A29)] [added: Data](#sB396F620816C2D36E42F131E186545A9)] | [removed: [25](#sB415FC01D83E4C6F73FBE18A82C61A29)] [added: [25](#sB396F620816C2D36E42F131E186545A9)] |
| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sC0926C7C33953F60FE86E18AEA5E6CA0)] [added: Disclosure](#s010745359B9DC164B0D4131E1EDF3101)] | [removed: [63](#sC0926C7C33953F60FE86E18AEA5E6CA0)] [added: [67](#s010745359B9DC164B0D4131E1EDF3101)] |
| Item 9A. | [Controls and [removed: Procedures](#s9453D91D0133721077FDE18AEA9C3C48)] [added: Procedures](#s63501F451FEA877C89B6131E1F246D73)] | [removed: [63](#s9453D91D0133721077FDE18AEA9C3C48)] [added: [67](#s63501F451FEA877C89B6131E1F246D73)] |
| Item 9B. | [Other [removed: Information](#s1D4E277988664756A81AE18AEABCB7E3)] [added: Information](#s88B814ED335AA9FC5C54131E1F356B50)] | [removed: [63](#s1D4E277988664756A81AE18AEABCB7E3)] [added: [67](#s88B814ED335AA9FC5C54131E1F356B50)] |
| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#sDADD8656CF6AF409F611E18AEB0A6EF8)] [added: Governance](#s714EE3A6898201E6C8DF131E1F88DB1B)] | [removed: [64](#sDADD8656CF6AF409F611E18AEB0A6EF8)] [added: [68](#s714EE3A6898201E6C8DF131E1F88DB1B)] |
| Item 11. | [Executive [removed: Compensation](#s5CBB79F04CF8962DBB83E18AEB3861A3)] [added: Compensation](#s51AEC078EAB50AF907CD131E1FBA6CFE)] | [removed: [64](#s5CBB79F04CF8962DBB83E18AEB3861A3)] [added: [68](#s51AEC078EAB50AF907CD131E1FBA6CFE)] |
| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s92E2AB3D4A589DF3AC3BE18AEB582099)] [added: Matters](#s52074E1893C8ADC754BB131E1FD9EC90)] | [removed: [64](#s92E2AB3D4A589DF3AC3BE18AEB582099)] [added: [68](#s52074E1893C8ADC754BB131E1FD9EC90)] |
| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#sE188D53838945B4B971CE18AEB9682DB)] [added: Independence](#sDD7334AA1A781DB97745131E200B1B57)] | [removed: [64](#sE188D53838945B4B971CE18AEB9682DB)] [added: [68](#sDD7334AA1A781DB97745131E200B1B57)] |
| Item 14. | [Principal Accountant Fees and [removed: Services](#s776407C33244CE42E93BE18AEBB5E9F0)] [added: Services](#sA120E39B037DD371E4A7131E202E7247)] | [removed: [64](#s776407C33244CE42E93BE18AEBB5E9F0)] [added: [68](#sA120E39B037DD371E4A7131E202E7247)] |
| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#s2DD3E5B5753648FA7DD9E18AEC0380D8)] [added: Schedules](#s23D4924CBE2D80249908131E2083ADC6)] | [removed: [65](#s2DD3E5B5753648FA7DD9E18AEC0380D8)] [added: [69](#s23D4924CBE2D80249908131E2083ADC6)] |
| [Exhibit [removed: Index](#s3C869FF7D097AC3C9888E18AEC61840F)] [added: Index](#s50594C30A2B160DE9486131E20DCB692)] | | [removed: [67](#s3C869FF7D097AC3C9888E18AEC61840F)] [added: [71](#s50594C30A2B160DE9486131E20DCB692)] |
IDEX Corporation [removed: (“IDEX” or] [added: (“IDEX,”] the [removed: “Company”)] [added: “Company,” “us,” “our,” or “we”)] is a Delaware corporation incorporated on September 24, 1987.
Within our three reportable segments, the Company maintains [removed: six] [added: fifteen] platforms, where we [removed: will invest in organic growth and acquisitions with a strategic view towards a platform with the potential for at least $500 million in revenue, and seven groups, where we will] focus on organic growth and strategic acquisitions.
The Fire & Safety/Diversified Products segment is comprised of the [removed: Dispensing, Rescue, Band-It, and] Fire Suppression [removed: groups.][added: (comprised of Class 1, Hale and Godiva), Rescue (comprised of Dinglee, Hurst Jaws of Life, Lukas, and Vetter), Band-It, and Dispensing platforms.]
The Fluid & Metering Technologies segment designs, produces and distributes positive displacement pumps, flow meters, injectors, and other fluid-handling pump modules and systems and provides flow monitoring and other services for the food, chemical, general industrial, water & wastewater, [removed: agricultural] [added: agriculture] and energy industries.
Fluid & Metering Technologies application-specific pump and metering solutions serve a diverse range of end markets, including industrial infrastructure (fossil fuels, refined & alternative fuels, and water & wastewater), chemical processing, [removed: agricultural,] [added: agriculture,] food & beverage, pulp and paper, transportation, plastics and resins, electronics and electrical, construction & mining, pharmaceutical and bio-pharmaceutical, machinery and numerous other specialty niche markets.
Fluid & Metering Technologies accounted for [added: 43%,] 42% [removed: of IDEX’s sales] and 43% of IDEX’s [removed: operating income] [added: sales] in [removed: 2014,] [added: 2015, 2014 and 2013, respectively,] with approximately [removed: 45%] [added: 44%] of its [added: 2015] sales to customers outside the U.S. [added: The segment accounted for 43%, 43% and 47% of IDEX’s operating income in 2015, 2014 and 2013, respectively.]
Banjo is based in Crawfordsville, Indiana [added: with a facility in Didam, The Netherlands,] and its products are used in [removed: agricultural] [added: agriculture] and industrial applications.
Approximately [removed: 13%] [added: 15%] of Banjo’s [removed: 2014] [added: 2015] sales were to customers outside the U.S.
Energy consists of the Company’s Corken, Faure Herman, Liquid Controls, [removed: S.A.M.P.I.] [added: SAMPI] and Toptech businesses.
Headquartered in Lake Bluff, Illinois (Liquid Controls products), Energy has additional facilities in Longwood, Florida and [removed: Zwijndrech,] [added: Zwijndrecht,] Belgium (Toptech products); Oklahoma City, Oklahoma (Corken products); La Ferté Bernard, France (Faure Herman products); and Altopascio, Italy [removed: (S.A.M.P.I.] [added: (SAMPI] products).
Applications for Liquid Controls and [removed: S.A.M.P.I.] [added: SAMPI] positive displacement flow meters, electronic, registration and control products include mobile and stationary metering installations for wholesale and retail distribution of petroleum and liquefied petroleum gas, aviation refueling, and industrial metering and dispensing of liquids and gases.
Approximately [removed: 49%] [added: 44%] of Energy’s [removed: 2014] [added: 2015] sales were to customers outside the U.S.
[removed: CFP] [added: Industrial] consists of the Company’s Richter, [removed: Viking] [added: Viking, Aegis, Warren Rupp,] and [removed: Aegis (acquired in April 2014)] [added: Trebor] businesses.
[removed: CFP] [added: Industrial] is a producer of fluoroplastic lined corrosion-resistant magnetic drive and mechanical seal pumps, shut-off, control and safety valves for corrosive, hazardous, contaminated, pure and high-purity fluids, as well as rotary internal gear, external gear, vane and rotary lobe pumps, custom-engineered OEM pumps, strainers, gear reducers and engineered pump systems.
Richter’s [removed: corrosion resistant fluoroplastic lined] products offer superior solutions for demanding [added: and complex pump] applications in the [added: process industry.]
10-K 1 iex-20151231x10k.htm 10-K
| [Signatures](#s2505359311B87877F762131E20B43222) | | [70](#s2505359311B87877F762131E20B43222) |
Cautionary Statement Under the Private Securities Litigation Reform Act
This report 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, capital expenditures, acquisitions, cost reductions, cash flow, revenues, earnings, market conditions, global economies and operating improvements, and are indicated by words or phrases such as “anticipate,” “estimate,” “plans,” “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: economic and political consequences resulting from terrorist attacks and wars; levels of industrial activity and economic conditions in the U.S. and other countries around the world; pricing pressures and other competitive factors, and levels of capital spending in certain industries - all of which could have a material impact on order rates and IDEX’s results, particularly in light of the low levels of order backlogs it typically maintains; its ability to make acquisitions and to integrate and operate acquired businesses on a profitable basis; the relationship of the U.S. dollar to other currencies and its impact on pricing and cost competitiveness; political and economic conditions in foreign countries in which the company operates; interest rates; capacity utilization and the effect this has on costs; labor markets; market conditions and material costs; and developments with respect to contingencies, such as litigation and environmental matters.
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.
Each of our fifteen platforms is also a reporting unit, where we annually test for goodwill impairment.
During the third quarter of 2015, the Company announced the appointment of Eric Ashleman as Chief Operating Officer.
While there were no changes to the reportable segments or movement of businesses between the reportable segments, the Company no longer delineates between “platforms” and “groups” and made the following changes to how certain businesses are managed internally:
| | |
| --- | --- |
| • | Created the Valves platform as a result of the Alfa Valvole acquisition in June 2015. |
| | |
| --- | --- |
| | |
| --- | --- |
| • | Created the Industrial platform from the businesses previously reported within Chemical, Food & Process (Richter, Viking, and Aegis) plus the Warren Rupp and Trebor businesses from DDPT. |
| | |
| --- | --- |
| • | Created the Water platform from the businesses previously reported within Water Services & Technology (ADS, IETG, and iPEK) plus the Pulsafeeder and Knight businesses from DDPT. |
The Fluid & Metering Technologies segment contains the Energy (comprised of Corken, Faure Herman, Liquid Controls, SAMPI and Toptech), Valves (comprised of Alfa Valvole), Water (comprised of Pulsafeeder, Knight, ADS, IETG, and iPEK), Industrial (comprised of Richter, Viking, Aegis, Warren Rupp, and Trebor), and Agriculture (comprised of Banjo) platforms.
The Health & Science Technologies segment contains the Scientific Fluidics (comprised of Eastern Plastics, Rheodyne, Sapphire Engineering, Upchurch Scientific, ERC, and CiDRA Precision Services), IDEX Optics & Photonics (comprised of CVI Melles Griot, Semrock, and AT Films), Sealing Solutions (comprised of Precision Polymer Engineering, FTL Seals Technology, and Novotema), Gast, Micropump, and Material Processing Technologies (comprised of Quadro, Fitzpatrick, Microfluidics, and Matcon) platforms.
Valves.
Valves consists of the Company’s Alfa Valvole (“Alfa”) business.
Alfa is a leader in the design, manufacture and sale of specialty valve products for use in the chemical, petro-chemical, energy and sanitary markets.
Located in Casorezzo, Italy, Alfa’s products are used in various industrial fields for fluid control, in both gas and liquid form, in all sectors of plant engineering, cosmetics, detergents, food industry, electric energy, pharmaceutical, chemical plants, petrochemical plants, oil, heating/air conditioning and in all markets worldwide and also on ships, ferries and marine oil platforms.
Water.
Industrial.
markets.
Agriculture.
Agriculture consists of the Company’s Banjo business.
CPS products consist of microfluidic components serving the life science, health and industrial market.
These
PPE is headquartered in Blackburn, England with an additional manufacturing facility in Brenham, Texas.
Novotema, located in Villongo, Italy, is a leader in the design, manufacture and sale of specialty sealing solutions for use in the building products, gas control, transportation, industrial and water markets.
Color Group Oy (with respect to dispensing and mixing equipment for the paint industry); and Panduit Corporation (with respect to stainless steel bands, buckles and clamping systems).
Customers
10-K 1 iex-20141231x10k.htm 10-K
| [Signatures](#sB94857879F787AB6829DE18AEC42632D) | | [66](#sB94857879F787AB6829DE18AEC42632D) |
The Fluid & Metering Technologies segment contains the Energy, Water (comprised of Water Services & Technology and Diaphragm & Dosing Pump Technology), and Chemical, Food & Process platforms as well as the Agricultural group (comprised of Banjo).
The Health & Science Technologies segment contains the IDEX Optics & Photonics, Scientific Fluidics and Material Processing Technologies platforms, as well as the Sealing Solutions and the Industrial (comprised of Micropump and Gast) groups.
Each platform or group is comprised of one or more of our 15 reporting units: five reporting units within Fluid & Metering Technologies (Energy; Chemical, Food, & Process; Water Services & Technology; Banjo; and Diaphragm & Dosing Pump Technology); six reporting units within Health & Science Technologies (IDEX Optics and Photonics; Scientific Fluidics; Material Processing Technologies; Sealing Solutions; Micropump; and Gast); and four reporting units within Fire & Safety/Diversified Products (Dispensing, Rescue, Band-It, and Fire Suppression).
Banjo.
Chemical, Food & Process ("CFP").
process industry.
Water Services & Technology ("WST").
WST consists of the Company’s ADS, IETG and iPEK businesses.
WST is a leading provider of metering technology and flow monitoring products and underground surveillance services for wastewater markets.
WST maintains operations in Huntsville, Alabama and various other locations in the United States and Australia (ADS products and services); Leeds, England (IETG products and services); and Hirschegg, Austria, and Sulzberg, Germany (iPEK products).
and laboratory automation.
Ismatec products include peristaltic metering pumps, analytical process controllers, and sample preparation systems.
| Brett E. Finley | | 44 | | 5 | | Senior Vice President-Group Executive |
Mr. Finley has served as Senior Vice President-Group Executive since February 2012.
Mr. Finley joined IDEX in 2009 as the President of Pulsafeeder.
An excerpt. Shown here: 40 of 94 rewritten, 40 of 43 added and all 17 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2015 filing and the FY2014 filing.
Item 2. Properties.
3 rewritten, 0 added, 1 removed, 3 unchanged
The Company’s principal plants and offices have an aggregate floor space area of approximately [removed: 4.2] [added: 4.5] million square feet, of which [removed: 2.7] [added: 2.9] million square feet [removed: (65%)] [added: (63%)] is located in the U.S. and approximately [removed: 1.5] [added: 1.7] million square feet [removed: (35%)] [added: (37%)] is located outside the U.S., primarily in the U.K. [removed: (9%), Germany] (8%), [added: Germany (7%), Italy (6%),] China (4%), India [removed: (2%)] [added: (3%)] and The Netherlands (2%).
Approximately [removed: 2.6] [added: 3.0] million square feet [removed: (63%)] [added: (67%)] of the principal plant and office floor area is owned by the Company, and the balance is held under lease.
Approximately [removed: 1.7] [added: 1.9] million square feet [removed: (40%)] [added: (41%)] of the principal plant and office floor area is held by business units in the Fluid & Metering Technologies segment; [removed: 1.3] [added: 1.4] million square feet (31%) is held by business units in the [added: Health & Science Technologies segment; and 1.0 million square feet (21%) is held by business units in the Fire & Safety/Diversified Products segment.]
Health & Science Technologies segment; and 1.0 million square feet (23%) is held by business units in the Fire & Safety/Diversified Products segment.
Item 4. Mine Safety Disclosures.
10 rewritten, 10 added, 10 removed, 24 unchanged
As of February [removed: 17, 2015,] [added: 16, 2016,] there were approximately [removed: 6,500 shareholders] [added: 6,760 stockholders] of record of our common stock and there were [removed: 78,232,245] [added: 75,929,397] shares outstanding.
| First Quarter | $ | [removed: 79.27] [added: 78.85] | | | $ | [removed: 68.58] [added: 69.44] | | | $ | [removed: 0.23] [added: 0.28] | | | $ | [removed: 53.84] [added: 79.27] | | | $ | [removed: 47.43] [added: 68.58] | | | $ | [removed: 0.20] [added: 0.23] | |
| Second Quarter | [removed: 80.85] [added: 80.31] | | | | [removed: 69.17] [added: 73.80] | | | | [removed: 0.28] [added: 0.32] | | | | [removed: 57.38] [added: 80.85] | | | | [removed: 49.55] [added: 69.17] | | | | [removed: 0.23] [added: 0.28] | | |
| Third Quarter | [removed: 81.82] [added: 79.61] | | | | [removed: 72.27] [added: 66.88] | | | | [removed: 0.28] [added: 0.32] | | | | [removed: 65.32] [added: 81.82] | | | | [removed: 53.95] [added: 72.27] | | | | [removed: 0.23] [added: 0.28] | | |
| Fourth Quarter | [removed: 78.97] [added: 79.59] | | | | [removed: 65.91] [added: 69.40] | | | | [removed: 0.28] [added: 0.32] | | | | [removed: 74.08] [added: 78.97] | | | | [removed: 63.21] [added: 65.91] | | | | [removed: 0.23] [added: 0.28] | | |
The [removed: following table provides information about the] Company’s purchases of common stock during the quarter ended December 31, [removed: 2014:][added: 2015 are as follows:]
| (1) | On [removed: November 6, 2014,] [added: December 1, 2015,] the Company’s Board of Directors approved an increase of [removed: $400.0] [added: $300.0] million in the authorized level for repurchases of common stock. This followed the prior Board of Directors approved repurchase [removed: authorizations] [added: authorization] of [removed: $300.0] [added: $400.00] million, announced by the Company on November [removed: 8, 2013; $200.0 million, announced by the Company on October 22, 2012; $50.0 million, announced by the Company on December] 6, [removed: 2011; and the original repurchase authorization of $125.0 million announced by the Company on April 21, 2008.] [added: 2014. These authorizations have no expiration date.] |
The following table compares total [removed: shareholder] [added: stockholder] returns over the last five years to the Standard & Poor’s (the “S&P”) 500 Index, the S&P Midcap Industrials Sector Index and the Russell 2000 Index assuming the value of the investment in our common stock and each index was $100 on December 31, [removed: 2009.][added: 2010.]
The [removed: shareholder] [added: stockholder] return shown on the graph below is not necessarily indicative of future performance.
[removed: ][added: ]
| | 2015 | | | | | | | | | | | | 2014 | | | | | | | | | | |
| October 1, 2015 to October 31, 2015 | 189,470 | | | $ | 74.60 | | | 189,470 | | | $ | 351,872,224 | |
| November 1, 2015 to November 30, 2015 | — | | | — | | | | — | | | 351,872,224 | | |
| December 1, 2015 to December 31, 2015 | 219,803 | | | 76.94 | | | | 219,803 | | | 634,960,648 | | |
| Total | 409,273 | | | $ | 75.86 | | | 409,273 | | | $ | 634,960,648 | |
| | 12/10 | | | 12/11 | | | 12/12 | | | 12/13 | | | 12/14 | | | 12/15 | | |
| IDEX Corporation | $ | 100.00 | | $ | 94.76 | | $ | 118.94 | | $ | 188.78 | | $ | 198.98 | | $ | 195.83 | |
| S&P 500 Index | $ | 100.00 | | $ | 100.00 | | $ | 113.40 | | $ | 146.97 | | $ | 163.71 | | $ | 162.47 | |
| S&P Midcap 400 Industrials Sector Index | $ | 100.00 | | $ | 98.18 | | $ | 117.97 | | $ | 168.05 | | $ | 171.14 | | $ | 161.34 | |
| Russell 2000 Index | $ | 100.00 | | $ | 94.55 | | $ | 114.43 | | $ | 148.48 | | $ | 153.73 | | $ | 144.95 | |
| | 2014 | | | | | | | | | | | | 2013 | | | | | | | | | | |
| October 1, 2014 to October 31, 2014 | 436,658 | | | $ | 70.78 | | | 436,658 | | | $ | 187,335,900 | |
| November 1, 2014 to November 30, 2014 | 292,500 | | | 76.10 | | | | 292,500 | | | 565,076,201 | | |
| December 1, 2014 to December 31, 2014 | 256,966 | | | 76.39 | | | | 256,966 | | | 545,447,449 | | |
| Total | 986,124 | | | $ | 73.82 | | | 986,124 | | | $ | 545,447,449 | |
| | 12/09 | | | 12/10 | | | 12/11 | | | 12/12 | | | 12/13 | | | 12/14 | | |
| IDEX Corporation | $ | 100.00 | | $ | 125.59 | | $ | 119.00 | | $ | 149.37 | | $ | 237.08 | | $ | 249.89 | |
| S&P 500 Index | $ | 100.00 | | $ | 112.78 | | $ | 112.78 | | $ | 127.90 | | $ | 165.76 | | $ | 184.64 | |
| S&P Midcap Industrials Sector Index | $ | 100.00 | | $ | 129.63 | | $ | 127.26 | | $ | 152.92 | | $ | 217.83 | | $ | 221.84 | |
| Russell 2000 Index | $ | 100.00 | | $ | 125.31 | | $ | 118.47 | | $ | 143.38 | | $ | 186.06 | | $ | 192.63 | |
Item 6. Selected Financial Data.(1)
89 rewritten, 22 added, 5 removed, 70 unchanged
| (Dollars in thousands, except per share data) | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012 (2)] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | |
| Net sales | $ | [removed: 2,147,767] [added: 2,020,668] | | | $ | [removed: 2,024,130] [added: 2,147,767] | | | $ | [removed: 1,954,258] [added: 2,024,130] | | | $ | [removed: 1,838,451] [added: 1,954,258] | | | $ | [removed: 1,513,073] [added: 1,838,451] | |
| Gross profit | [removed: 949,315] [added: 904,315] | | | | [removed: 873,364] [added: 949,315] | | | | [removed: 803,700] [added: 873,364] | | | | [removed: 738,673] [added: 803,700] | | | | [removed: 618,483] [added: 738,673] | | |
| Selling, general and administrative expenses | [removed: 504,419] [added: 479,408] | | | | [removed: 477,851] [added: 504,419] | | | | [removed: 444,490] [added: 477,851] | | | | [removed: 421,703] [added: 444,490] | | | | [removed: 358,272] [added: 421,703] | | |
| Asset impairments | — | | | | — | | | | [removed: 198,519] [added: —] | | | | [removed: —] [added: 198,519] | | | | — | | |
| Restructuring expenses | [removed: 13,672] [added: 11,239] | | | | [removed: —] [added: 13,672] | | | | [removed: 32,473] [added: —] | | | | [removed: 12,314] [added: 32,473] | | | | [removed: 11,095] [added: 12,314] | | |
| Operating income | [removed: 431,224] [added: 431,738] | | | | [removed: 395,513] [added: 431,224] | | | | [removed: 128,218] [added: 395,513] | | | | [removed: 304,656] [added: 128,218] | | | | [removed: 249,116] [added: 304,656] | | |
| Other (income) expense — net | [added: (2,243 | | ) | |] (3,111 | | ) | | 178 | | | | (236 | | ) | | 1,443 | | | [removed: | 1,092 | | |]
| Interest expense | [removed: 41,895] [added: 41,636] | | | | [removed: 42,206] [added: 41,895] | | | | [removed: 42,250] [added: 42,206] | | | | [removed: 29,332] [added: 42,250] | | | | [removed: 16,150] [added: 29,332] | | |
| Provision for income taxes | [removed: 113,054] [added: 109,538] | | | | [removed: 97,914] [added: 113,054] | | | | [removed: 48,574] [added: 97,914] | | | | [removed: 80,024] [added: 48,574] | | | | [removed: 74,774] [added: 80,024] | | |
| Net income | [removed: 279,386] [added: 282,807] | | | | [removed: 255,215] [added: 279,386] | | | | [removed: 37,630] [added: 255,215] | | | | [removed: 193,857] [added: 37,630] | | | | [removed: 157,100] [added: 193,857] | | |
| Earnings per share [removed: (3)] [added: (2)] | | | | | | | | | | | | | | | | | | | |
| — basic | $ | [removed: 3.48] [added: 3.65] | | | $ | [removed: 3.11] [added: 3.48] | | | $ | [removed: 0.45] [added: 3.11] | | | $ | [removed: 2.34] [added: 0.45] | | | $ | [removed: 1.93] [added: 2.34] | |
| — diluted | $ | [removed: 3.45] [added: 3.62] | | | $ | [removed: 3.09] [added: 3.45] | | | $ | [removed: 0.45] [added: 3.09] | | | $ | [removed: 2.32] [added: 0.45] | | | $ | [removed: 1.90] [added: 2.32] | |
| — basic | [removed: 79,715] [added: 77,126] | | | | [removed: 81,517] [added: 79,715] | | | | [removed: 82,689] [added: 81,517] | | | | [removed: 82,145] [added: 82,689] | | | | [removed: 80,466] [added: 82,145] | | |
| — diluted | [removed: 80,728] [added: 77,972] | | | | [removed: 82,489] [added: 80,728] | | | | [removed: 83,641] [added: 82,489] | | | | [removed: 83,543] [added: 83,641] | | | | [removed: 81,983] [added: 83,543] | | |
| Year-end shares outstanding | [removed: 78,766] [added: 76,535] | | | | [removed: 81,196] [added: 78,766] | | | | [removed: 82,727] [added: 81,196] | | | | [removed: 83,234] [added: 82,727] | | | | [removed: 82,070] [added: 83,234] | | |
| Cash dividends per share | $ | [removed: 1.12] [added: 1.28] | | | $ | [removed: 0.89] [added: 1.12] | | | $ | [removed: 0.80] [added: 0.89] | | | $ | [removed: 0.68] [added: 0.80] | | | $ | [removed: 0.60] [added: 0.68] | |
| Current assets | $ | [removed: 1,075,791] [added: 862,684] | | | $ | [removed: 990,953] [added: 1,075,791] | | | $ | [removed: 881,865] [added: 990,953] | | | $ | [removed: 789,161] [added: 881,865] | | | $ | [removed: 692,758] [added: 789,161] | |
| Current liabilities | [removed: 411,968] [added: 309,597] | | | | [removed: 304,609] [added: 411,968] | | | | [removed: 291,427] [added: 304,609] | | | | [removed: 258,278] [added: 291,427] | | | | [removed: 353,668] [added: 258,278] | | |
| Current ratio | [removed: 2.6] [added: 2.8] | | | | [removed: 3.3] [added: 2.6] | | | | [removed: 3.0] [added: 3.3] | | | | [removed: 3.1] [added: 3.0] | | | | [removed: 2.0] [added: 3.1] | | |
| Operating working capital [removed: (4)] [added: (3)] | [removed: 366,209] [added: 370,213] | | | | [removed: 350,881] [added: 366,209] | | | | [removed: 373,704] [added: 350,881] | | | | [removed: 396,126] [added: 373,704] | | | | [removed: 306,044] [added: 396,126] | | |
| Shareholders’ equity | [removed: 1,486,451] [added: 1,443,291] | | | | [removed: 1,572,989] [added: 1,486,451] | | | | [removed: 1,464,998] [added: 1,572,989] | | | | [removed: 1,513,135] [added: 1,464,998] | | | | [removed: 1,375,660] [added: 1,513,135] | | |
| Gross profit | [removed: 44.2] [added: 44.8] | | % | | [removed: 43.1] [added: 44.2] | | % | | [removed: 41.1] [added: 43.1] | | % | | [removed: 40.2] [added: 41.1] | | % | | [removed: 40.9] [added: 40.2] | | % |
| [removed: SG&A] [added: Selling, general and administrative] expenses | [removed: 23.5] [added: 23.7] | | % | | [removed: 23.6] [added: 23.5] | | % | | [removed: 22.7] [added: 23.6] | | % | | [removed: 22.9] [added: 22.7] | | % | | [removed: 23.7] [added: 22.9] | | % |
| Operating income | [removed: 20.1] [added: 21.4] | | % | | [removed: 19.5] [added: 20.1] | | % | | [removed: 6.6] [added: 19.5] | | % | | [removed: 16.6] [added: 6.6] | | % | | [removed: 16.5] [added: 16.6] | | % |
| Income before income taxes | [removed: 18.3] [added: 19.4] | | % | | [removed: 17.4] [added: 18.3] | | % | | [removed: 4.4] [added: 17.4] | | % | | [removed: 14.9] [added: 4.4] | | % | | [removed: 15.3] [added: 14.9] | | % |
| Net income | [removed: 13.0] [added: 14.0] | | % | | [removed: 12.6] [added: 13.0] | | % | | [removed: 1.9] [added: 12.6] | | % | | [removed: 10.5] [added: 1.9] | | % | | [removed: 10.4] [added: 10.5] | | % |
| Capital expenditures | $ | [removed: 47,997] [added: 43,776] | | | $ | [removed: 31,536] [added: 47,997] | | | $ | [removed: 35,520] [added: 31,536] | | | $ | [removed: 34,548] [added: 35,520] | | | $ | [removed: 32,769] [added: 34,548] | |
| Depreciation and amortization | [removed: 76,907] [added: 78,120] | | | | [removed: 79,334] [added: 76,907] | | | | [removed: 78,312] [added: 79,334] | | | | [removed: 72,386] [added: 78,312] | | | | [removed: 58,108] [added: 72,386] | | |
| Return on average assets [added: (5)] | [removed: 9.6] [added: 9.9] | | % | | [removed: 9.0] [added: 9.7] | | % | | [removed: 1.3] [added: 9.0] | | % | | [removed: 7.4] [added: 1.3] | | % | | [removed: 7.0] [added: 13.7] | | % |
| Return on average [removed: shareholders'] [added: shareholders’] equity [added: (5)] | [removed: 18.3] [added: 19.3] | | % | | [removed: 16.8] [added: 18.3] | | % | | [removed: 2.5] [added: 16.8] | | % | | [removed: 13.4] [added: 2.5] | | % | | [removed: 11.9] [added: 13.4] | | % |
| Employees at year end | [removed: 6,712] [added: 6,801] | | | | [removed: 6,787] [added: 6,712] | | | | [removed: 6,717] [added: 6,787] | | | | [removed: 6,814] [added: 6,717] | | | | [removed: 5,966] [added: 6,814] | | |
| [removed: Shareholders] [added: Record holders] at year end | [removed: 6,500] [added: 6,760] | | | | 6,500 | | | | [removed: 6,700] [added: 6,500] | | | | [removed: 7,000] [added: 6,700] | | | | 7,000 | | |
| NON-GAAP MEASURES [removed: (5)] [added: (6)] | | | | | | | | | | | | | | | | | | | |
| EBITDA | $ | [removed: 511,242] [added: 512,101] | | | $ | [removed: 474,669] [added: 511,242] | | | $ | [removed: 206,766] [added: 474,669] | | | $ | [removed: 375,599] [added: 206,766] | | | $ | [removed: 306,132] [added: 375,599] | |
| EBITDA margin | [removed: 23.8] [added: 25.3] | | % | | [removed: 23.5] [added: 23.8] | | % | | [removed: 10.6] [added: 23.5] | | % | | [removed: 20.4] [added: 10.6] | | % | | [removed: 20.2] [added: 20.4] | | % |
| Adjusted EBITDA | $ | [removed: 524,914] [added: 505,270] | | | $ | [removed: 474,669] [added: 524,914] | | | $ | [removed: 437,758] [added: 474,669] | | | $ | [removed: 387,913] [added: 437,758] | | | $ | [removed: 317,227] [added: 387,913] | |
| Adjusted EBITDA margin | [removed: 24.4] [added: 25.0] | | % | | [removed: 23.5] [added: 24.4] | | % | | [removed: 22.4] [added: 23.5] | | % | | [removed: 21.1] [added: 22.4] | | % | | [removed: 21.0] [added: 21.1] | | % |
| Adjusted operating income | $ | [removed: 444,896] [added: 424,907] | | | $ | [removed: 395,513] [added: 444,896] | | | $ | [removed: 359,210] [added: 395,513] | | | $ | [removed: 332,772] [added: 359,210] | | | $ | [removed: 260,211] [added: 332,772] | |
| Gain on sale of business | (18,070 | | ) | | — | | | | — | | | | — | | | | — | | |
| Total assets (4) | $ | 2,805,443 | | | $ | 2,903,463 | | | $ | 2,881,118 | | | $ | 2,777,821 | | | $ | 2,827,535 | |
| Total borrowings (4) | 840,794 | | | | 859,345 | | | | 767,417 | | | | 779,007 | | | | 800,238 | | |
| Borrowings as a percent of capitalization (5) | 36.8 | | % | | 36.6 | | % | | 32.8 | | % | | 34.7 | | % | | 34.6 | | % |
| (4) | In the fourth quarter of fiscal year 2015, the Company adopted Accounting Standards Update 2015-03 regarding simplifying the presentation of debt issuance costs. The update was applied retrospectively to all periods presented in accordance with the provisions of the update. Refer to Note 1 for additional information related to ASU 2015-03 and Note 5 in the Notes to Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data” for additional information related to the impact on the financials. |
| (5) | Return on average assets is calculated as: Net income / (Current year Total assets + Prior year Total assets) / 2; Borrowings as a percent of capitalization is calculated as: (Long-term borrowings + Short-term borrowings) / (Long-term borrowings + Short-term borrowings + Total shareholders’ equity); Return on average shareholders’ equity is calculated as Net Income / (Current year Total shareholders’ equity + Prior year Total shareholders’ equity) / 2 |
| | |
| --- | --- |
| \+ Gain on sale of business | | (18,070 | | ) | | — | | | | — | | | | — | | | | — | | |
| | | 2015 | | | | | | | | | | | | 2014 | | | | | | | | | | | | 2013 | | | | | | | | | | |
| \+ Restructuring expenses | | 11,239 | | | | 13,672 | | | | — | | | | 32,473 | | | | 12,314 | | |
| \+ Gain on sale of business | | (18,070 | | ) | | — | | | | — | | | | — | | | | — | | |
| \+ Asset impairments | | — | | | | — | | | | — | | | | 198,519 | | | | — | | |
| Net sales | | $ | 2,020,668 | | | $ | 2,147,767 | | | $ | 2,024,130 | | | $ | 1,954,258 | | | $ | 1,838,451 | |
| | | 2015 | | | | | | | | | | | | 2014 | | | | | | | | | | | | 2013 | | | | | | | | | | |
| Operating income | | $ | 204,506 | | | $ | 157,948 | | | $ | 115,745 | | | $ | 216,886 | | | $ | 152,999 | | | $ | 130,494 | | | $ | 211,256 | | | $ | 136,707 | | | $ | 102,730 | |
| \+ Restructuring expenses | | 7,090 | | | | 3,408 | | | | 576 | | | | 6,413 | | | | 4,912 | | | | 1,034 | | | | — | | | | — | | | | — | | |
| Net sales | | $ | 860,792 | | | $ | 738,996 | | | $ | 423,915 | | | $ | 899,588 | | | $ | 752,021 | | | $ | 502,749 | | | $ | 871,814 | | | $ | 714,650 | | | $ | 445,049 | |
| | | 2015 | | | | 2014 | | | | 2013 | | | | 2012 | | | | 2011 | | |
| Net income | | $ | 282,807 | | | $ | 279,386 | | | $ | 255,215 | | | $ | 37,630 | | | $ | 193,857 | |
| \+ Gain on sale of business, net of tax | | (13,231 | | ) | | — | | | | — | | | | — | | | | — | | |
| \+ Gain on sale of business, net of tax | | (0.17 | | ) | | — | | | | — | | | | — | | | | — | | |
| Total assets | $ | 2,908,070 | | | $ | 2,887,577 | | | $ | 2,785,390 | | | $ | 2,836,107 | | | $ | 2,381,695 | |
| Total borrowings | 863,952 | | | | 773,876 | | | | 786,576 | | | | 808,810 | | | | 527,895 | | |
| Borrowings as a percent of capitalization | 36.8 | | % | | 33.0 | | % | | 34.9 | | % | | 34.8 | | % | | 27.7 | | % |
| (2) | Fiscal year 2012 includes an impairment charge for goodwill and intangible assets within the IOP platform and an impairment charge for goodwill and long-lived assets within the WST group. |
| \+ Asset impairments | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 27,721 | | | | 170,798 | | | | — | | |
An excerpt. Shown here: 40 of 89 rewritten, all 22 added and all 5 removed. The counts are complete. For every sentence, read Item 6. Selected Financial Data.(1) in the FY2015 filing and the FY2014 filing.
Item 8. Financial Statements and Supplementary Data.
544 rewritten, 263 added, 174 removed, 724 unchanged
| | [added: 2015 | | | |] 2014 | | | | 2013 | | |
| Cash and cash equivalents [removed: | $] [added: at beginning of year] | 509,137 | | | [removed: $] | 439,629 | | [added: | | 318,864 | | |]
| Receivables — net | [removed: 256,040] [added: 260,000] | | | | [removed: 253,226] [added: 256,040] | | |
| Inventories | [removed: 237,631] [added: 239,124] | | | | [removed: 230,967] [added: 237,631] | | |
| Other current assets | [removed: 72,983] [added: 35,542] | | | | [removed: 67,131] [added: 72,983] | | |
| Total current assets | [removed: 1,075,791] [added: 862,684] | | | | [removed: 990,953] [added: 1,075,791] | | |
| Property, plant and equipment — net | [removed: 219,543] [added: 240,945] | | | | [removed: 213,488] [added: 219,543] | | |
| Goodwill | [removed: 1,321,277] [added: 1,396,529] | | | | [removed: 1,349,456] [added: 1,321,277] | | |
| Intangible assets — net | [removed: 271,164] [added: 287,837] | | | | [removed: 311,227] [added: 271,164] | | |
| Other noncurrent assets | [removed: 20,295] [added: 17,448] | | | | [removed: 22,453] [added: 15,688] | | |
| Trade accounts payable | $ | [removed: 127,462] [added: 128,911] | | | $ | [removed: 133,312] [added: 127,462] | |
| Accrued expenses | [removed: 163,409] [added: 153,672] | | | | [removed: 150,751] [added: 163,409] | | |
| Short-term borrowings | [removed: 98,946] [added: 1,087] | | | | [removed: 1,871] [added: 98,946] | | |
| Dividends payable | [removed: 22,151] [added: 25,927] | | | | [removed: 18,675] [added: 22,151] | | |
| Total current liabilities | [removed: 411,968] [added: 309,597] | | | | [removed: 304,609] [added: 411,968] | | |
| Deferred income taxes | [removed: 130,368] [added: 110,483] | | | | [removed: 144,908] [added: 130,368] | | |
| Other noncurrent liabilities | [removed: 114,277] [added: 102,365] | | | | [removed: 93,066] [added: 114,277] | | |
| Authorized: 150,000,000 shares, $.01 per share par value; Issued: [removed: 89,761,305] [added: 90,151,131] shares at December 31, [removed: 2014] [added: 2015] and [removed: 89,154,190] [added: 89,761,305] shares at December 31, [removed: 2013] [added: 2014] | [removed: 898] [added: 902] | | | | [removed: 892] [added: 898] | | |
| Additional paid-in capital | [removed: 647,553] [added: 679,623] | | | | [removed: 607,766] [added: 647,553] | | |
| Retained earnings | [removed: 1,483,821] [added: 1,666,680] | | | | [removed: 1,293,740] [added: 1,483,821] | | |
| Treasury stock at cost: [removed: 10,995,361] [added: 13,616,592] shares at December 31, [removed: 2014] [added: 2015] and [removed: 7,958,510] [added: 10,995,361] shares at December 31, [removed: 2013] [added: 2014] | [removed: (553,543] [added: (757,416] | | ) | | [removed: (326,104] [added: (553,543] | | ) |
| Accumulated other comprehensive loss | [removed: (92,278] [added: (146,498] | | ) | | [removed: (3,305] [added: (92,278] | | ) |
| Total shareholders’ equity | [removed: 1,486,451] [added: 1,443,291] | | | | [removed: 1,572,989] [added: 1,486,451] | | |
| | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |
| Net sales | $ | [removed: 2,147,767] [added: 2,020,668] | | | $ | [removed: 2,024,130] [added: 2,147,767] | | | $ | [removed: 1,954,258] [added: 2,024,130] | |
| Cost of sales | [removed: 1,198,452] [added: 1,116,353] | | | | [removed: 1,150,766] [added: 1,198,452] | | | | [removed: 1,150,558] [added: 1,150,766] | | |
| Gross profit | [removed: 949,315] [added: 904,315] | | | | [removed: 873,364] [added: 949,315] | | | | [removed: 803,700] [added: 873,364] | | |
| Selling, general and administrative expenses | [removed: 504,419] [added: 479,408] | | | | [removed: 477,851] [added: 504,419] | | | | [removed: 444,490] [added: 477,851] | | |
| Restructuring expenses | [removed: 13,672] [added: 11,239] | | | | [removed: —] [added: 13,672] | | | | [removed: 32,473] [added: —] | | |
| Operating income | [removed: 431,224] [added: 431,738] | | | | [removed: 395,513] [added: 431,224] | | | | [removed: 128,218] [added: 395,513] | | |
| Other (income) expense — net | [removed: (3,111] [added: (2,243] | | ) | | [removed: 178] [added: (3,111] | | [added: )] | | [removed: (236] [added: 178] | | [removed: )] |
| Interest expense | [removed: 41,895] [added: 41,636] | | | | [removed: 42,206] [added: 41,895] | | | | [removed: 42,250] [added: 42,206] | | |
| Income before income taxes | [removed: 392,440] [added: 392,345] | | | | [removed: 353,129] [added: 392,440] | | | | [removed: 86,204] [added: 353,129] | | |
| Provision for income taxes | [removed: 113,054] [added: 109,538] | | | | [removed: 97,914] [added: 113,054] | | | | [removed: 48,574] [added: 97,914] | | |
| Net income | $ | [removed: 279,386] [added: 282,807] | | | $ | [removed: 255,215] [added: 279,386] | | | $ | [removed: 37,630] [added: 255,215] | |
| Basic earnings per common share | $ | [removed: 3.48] [added: 3.65] | | | $ | [removed: 3.11] [added: 3.48] | | | $ | [removed: 0.45] [added: 3.11] | |
| Diluted earnings per common share | $ | [removed: 3.45] [added: 3.62] | | | $ | [removed: 3.09] [added: 3.45] | | | $ | [removed: 0.45] [added: 3.09] | |
| Basic weighted average common shares outstanding | [removed: 79,715] [added: 77,126] | | | | [removed: 81,517] [added: 79,715] | | | | [removed: 82,689] [added: 81,517] | | |
| Diluted weighted average common shares outstanding | [removed: 80,728] [added: 77,972] | | | | [removed: 82,489] [added: 80,728] | | | | [removed: 83,641] [added: 82,489] | | |
| Reclassification adjustments for derivatives, net of tax | [removed: 4,510] [added: 4,531] | | | | [removed: 4,738] [added: 4,510] | | | | [removed: 4,780] [added: 4,738] | | |
As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Novotema SpA (Novotema), which was acquired on May 29, 2015, Alfa Valvole S.r.l.
(Alfa) which was acquired on June 10, 2015, and CiDRA Precision Services (CiDRA), which was acquired on July 1, 2015.
These exclusions constitute 14.1% and 8.5% of net and total assets, respectively, 1.8% of net sales, and 1.0% of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2015.
Accordingly, our audit did not include the internal control over financial reporting at Novotema, Alfa, or CiDRA.
| February 19, 2016 | |
To the Board of Directors and Stockholders of IDEX Corporation
As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for deferred income taxes in 2015 due to the adoption of Accounting Standards Update 2015-17 “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.”
| February 19, 2016 | |
The Company completed the acquisitions of Novotema SpA in May 2015, Alfa Valvole S.r.l.
in June 2015 and CiDRA Precision Services in July 2015.
Due to the timing of the acquisitions, management has excluded these acquisitions from our evaluation of effectiveness of internal controls over financial reporting.
This exclusion represented 1.8% of net sales and 1.0% of net income as well as 14.1% of net assets and 8.5% of total assets for the year ended December 31, 2015.
| | 2015 | | | | 2014 | | |
| Cash and cash equivalents | $ | 328,018 | | | $ | 509,137 | |
| Total assets | $ | 2,805,443 | | | $ | 2,903,463 | |
| Long-term borrowings | 839,707 | | | | 760,399 | | |
| Total liabilities | 1,362,152 | | | | 1,417,012 | | |
| Total liabilities and shareholders’ equity | $ | 2,805,443 | | | $ | 2,903,463 | |
| Gain on sale of business | (18,070 | | ) | | — | | | | — | | |
| Net income | $ | 282,807 | | | $ | 279,386 | | | $ | 255,215 | |
| Foreign currency translation adjustments | | | | | | | | | | | |
| Reclassification of foreign currency translation to earnings upon sale of business | (4,725 | | ) | | — | | | | — | | |
| Other comprehensive income (loss) | (54,220 | | ) | | (88,973 | | ) | | 40,098 | | |
| Repurchase of 2,811,002 shares of common stock | — | | | | — | | | | — | | | | — | | | | — | | | | (210,551 | | ) | | (210,551 | | ) |
| Balance, December 31, 2015 | $ | 680,525 | | | $ | 1,666,680 | | | $ | (92,979 | ) | | $ | (30,901 | ) | | $ | (22,618 | ) | | $ | (757,416 | ) | | $ | 1,443,291 | |
| Net income | $ | 282,807 | | | $ | 279,386 | | | $ | 255,215 | |
| Gain on sale of business | (18,070 | | ) | | — | | | | — | | |
| Proceeds from sale of business | 27,677 | | | | — | | | | — | | |
| Payment of 2.58% Senior Euro Notes | (88,420 | | ) | | — | | | | — | | |
| Debt issuance costs | (1,739 | | ) | | — | | | | — | | |
See Recently Adopted Accounting Standards within this footnote for further discussion.
Foreign Currency
Recently Adopted Accounting Standards
In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, requiring all deferred tax assets and liabilities, and any related valuation allowance, to be classified as noncurrent on the balance sheet.
The classification change for all deferred taxes as noncurrent simplifies entities’ processes as it eliminates the need to separately identify the net current and net noncurrent deferred tax asset or liability in each jurisdiction and allocate valuation allowances.
This standard is effective for fiscal years beginning after December 15, 2016.
The Company elected to prospectively adopt the accounting standard in the beginning of the fourth quarter of fiscal year 2015.
Prior periods in our Consolidated Financial Statements were not adjusted.
In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, that eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively.
Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date.
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Total assets | $ | 2,908,070 | | | $ | 2,887,577 | |
| Long-term borrowings | 765,006 | | | | 772,005 | | |
| Total liabilities | 1,421,619 | | | | 1,314,588 | | |
| Total liabilities and shareholders’ equity | $ | 2,908,070 | | | $ | 2,887,577 | |
| Asset impairments | — | | | | — | | | | 198,519 | | |
| Balance, December 31, 2011 | $ | 490,988 | | | $ | 1,142,412 | | | $ | 24,194 | | | $ | (38,486 | ) | | $ | (41,177 | ) | | $ | (64,796 | ) | | $ | 1,513,135 | |
| Repurchase of 2,182,946 shares of common stock | — | | | | | | | | | | | | | | | | | | | | (89,563 | | ) | | (89,563 | | ) |
| Cash and cash equivalents at beginning of year | 439,629 | | | | 318,864 | | | | 230,259 | | |
| Debt acquired with acquisition of business | — | | | | — | | | | 4,680 | | |
dividends participate in undistributed earnings with common shareholders.
That cost is recognized in the consolidated financial statements over the requisite service period of the grants.
| | |
| --- | --- |
Located in Geismar, Louisiana, Aegis has annual revenues of
approximately $15.0 million and operates in our Chemical, Food & Process platform within our Fluid & Metering
Technologies segment.
2012 Acquisitions
On April 11, 2012, the Company acquired the stock of Precision Photonics Corporation ("PPC").
PPC specializes in optical components and coatings for applications in the fields of scientific research, aerospace, telecommunications and electronics manufacturing.
Located in Boulder, Colorado, PPC operates within the Health & Science Technologies segment as a part of the IOP platform.
The Company acquired PPC for an aggregate purchase price of $20.6 million in cash, which was funded from operations.
On April 30, 2012, the Company acquired the stock of ERC.
ERC is a leader in the manufacture of gas liquid separations and detection solutions for the life science, analytical instrumentation and clinical chemistry markets.
ERC’s pioneering products include in-line membrane vacuum degassing solutions, refractive index detectors and ozone generation systems.
ERC’s original equipment degassing solutions are considered the “standard” for many of the world’s leading instrument producers.
Located in Kawaguchi, Japan, ERC operates within the Health & Science Technologies segment as part of the Scientific Fluidics platform.
The Company acquired ERC for an aggregate purchase price of $18.0 million (¥1.47 billion), consisting of $13.3 million in cash and assumption of approximately $4.7 million of debt.
The cash payment was financed with borrowings under the Revolving Facility.
On July 20, 2012, the Company acquired the stock of Matcon.
Matcon is a global leader in material processing solutions for high value powders used in the manufacture of pharmaceuticals, food, plastics, and fine chemicals.
Matcon’s innovative products include the original cone valve powder discharge system and filling, mixing and packaging systems, all of which support their customers’ automation and process requirements.
Matcon’s products are critical to their customers’ need to maintain clean, reliable and repeatable formulations of prepackaged foods and pharmaceuticals while helping them achieve lean and agile manufacturing.
Located in Evesham, Worcestershire, England, Matcon operates within the Health & Science Technologies segment in the MPT platform.
The contingent consideration amount was based on 2012 and 2013 earnings before interest, income taxes, depreciation and amortization for Matcon.
In April 2013, the Company paid $3.8 million on the contingent consideration arrangement based on Matcon's 2012 operating results.
In November 2013, the Company paid $1.1 million of the contingent consideration arrangement based on a settlement agreement with the sellers and the remaining amount was recognized as a benefit within Selling, general and administrative expenses.
Approximately $15.0 million of the purchase price cash payment was financed with borrowings under the Revolving Facility.
Goodwill and intangible assets recognized as part of this transaction were $28.0 million and $14.1 million, respectively.
An excerpt. Shown here: 40 of 544 rewritten, 40 of 263 added and 40 of 174 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2015 filing and the FY2014 filing.
Item 9A. Controls and Procedures.
2 rewritten, 0 added, 0 removed, 3 unchanged
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 December 31, [removed: 2014.][added: 2015.]
Management’s Report on Internal Control Over Financial Reporting appearing on page [removed: 65] [added: 32] of this report is incorporated into this Item 9A by reference.
Item 10. Directors, Executive Officers and Corporate Governance.
1 rewritten, 0 added, 0 removed, 3 unchanged
Information under the headings “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance,” and the information under the subheading “Information Regarding the Board of Directors and Committees,” in the [removed: 2015] [added: 2016] Proxy Statement is incorporated into this Item 10 by reference.
Item 11. Executive Compensation.
6 rewritten, 3 added, 2 removed, 7 unchanged
Information under the heading “Executive Compensation” in the [removed: 2015] [added: 2016] Proxy Statement is incorporated into this Item 11 by reference.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related [removed: Shareholder] [added: Stockholder] Matters. |
Information under the heading “Security Ownership” in the [removed: 2015] [added: 2016] Proxy Statement is incorporated into this Item 12 by reference.
[removed: The following table sets forth certain information] [added: Information] with respect to the Company’s equity compensation plans as of December 31, [removed: 2014.][added: 2015 is as follows:]
| Equity compensation plans approved by the Company’s stockholders | [removed: 2,727,664] [added: 2,727,588] | | | $ | [removed: 46.91] [added: 54.05] | | | [removed: 2,296,363] [added: 6,672,094] | |
[removed: |] (1) [removed: |] Includes an indeterminate number of shares underlying deferred compensation units (“DCUs”) granted under the Directors Deferred Compensation Plan and Deferred Compensation Plan for Non-officer Presidents which are issuable under the Company’s Incentive Award Plan. [removed: Also includes an indeterminate number of shares underlying DCUs granted under the Deferred Compensation Plan for Officers, which shares are issuable under the Incentive Award Plan. The number of DCUs granted under these plans is determined by dividing the amount deferred by the closing price of the common stock the day before the date of deferral. The DCUs are entitled to receive dividend equivalents which are reinvested in DCUs based on the same formula for investment of a participant’s deferral. |]
Also includes an indeterminate number of shares underlying DCUs granted under the Deferred Compensation Plan for Officers, which shares are issuable under the Incentive Award Plan.
The number of DCUs granted under these plans is determined by dividing the amount deferred by the closing price of the common stock the day before the date of deferral.
The DCUs are entitled to receive dividend equivalents which are reinvested in DCUs based on the same formula for investment of a participant’s deferral.
| | |
| --- | --- |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
1 rewritten, 0 added, 0 removed, 0 unchanged
Information under the heading “Information Regarding the Board of Directors and Committees” in the [removed: 2015] [added: 2016] Proxy Statement is incorporated into this Item 13 by reference.
Item 14. Principal Accountant Fees and Services.
1 rewritten, 0 added, 0 removed, 1 unchanged
Information under the heading “Principal Accountant Fees and Services” in the [removed: 2015] [added: 2016] Proxy Statement is incorporated into this Item 14 by reference.
Item 15. Exhibits and Financial Statement Schedules.
23 rewritten, 10 added, 13 removed, 131 unchanged
Reference is made to the Exhibit Index beginning on page [removed: 70] [added: 76] hereof.
Date: February [removed: 23, 2015][added: 19, 2016]
| Andrew K. Silvernail | | | February [removed: 23, 2015] [added: 19, 2016] | |
| Heath A. Mitts | | | February [removed: 23, 2015] [added: 19, 2016] | |
| Michael J. Yates | | | February [removed: 23, 2015] [added: 19, 2016] | |
| Cynthia J. Warner | | | February [removed: 23, 2015] [added: 19, 2016] | |
| William M. Cook | | | February [removed: 23, 2015] [added: 19, 2016] | |
| Gregory F. Milzcik | | | February [removed: 23, 2015] [added: 19, 2016] | |
| Ernest J. Mrozek | | | February [removed: 23, 2015] [added: 19, 2016] | |
| Livingston L. Satterthwaite | | | February [removed: 23, 2015] [added: 19, 2016] | |
| David C. Parry | | | February [removed: 23, 2015] [added: 19, 2016] | |
| 4.2 | | | Credit Agreement, dated as of June [removed: 27, 2011,] [added: 23, 2015,] among IDEX Corporation, Bank of America N.A. as Agent and Issuing Bank, and the Other Financial Institutions Party Hereto (incorporated by reference to Exhibit 10.1 to the Current Report of IDEX on Form 8-K filed June [removed: 30, 2011,] [added: 25, 2015,] Commission File No. 1-10235) |
| [removed: 4.3] [added: 10.7] | | | [removed: Master Note Purchase Agreement,] [added: Letter Agreement between IDEX Corporation and Frank J. Notaro,] dated June [removed: 9, 2010 with respect to €81,000,000 2.58% Series 2010 Senior Notes due June 9,] [added: 22,] 2015 (incorporated by reference to Exhibit No. [removed: 4.1] [added: 10.2] to the Current Report of IDEX on Form 8-K filed June [removed: 14, 2010,] [added: 25, 2015,] Commission File No. 1-10235) |
| [removed: 4.4] [added: 4.3] | | | Indenture between IDEX Corporation and Wells Fargo Bank, National Association, as Trustee, dated as of December 6, 2010 (Debt Securities) (incorporated by reference to Exhibit No. 4.1 to the Current Report of IDEX on Form 8-K filed December 7, 2010, Commission File No. 1-10235) |
| [removed: 4.5] [added: 4.4] | | | First Supplemental Indenture between IDEX Corporation and Wells Fargo Bank, National Association, as Trustee, dated as of December 6, 2010 (as to 4.5% Senior Notes due 2020) (incorporated by reference to Exhibit No. 4.2 to the Current Report of IDEX on Form 8-K filed December 7, 2010, Commission File No. 1-10235) |
| [removed: 4.6] [added: 4.5] | | | Second Supplemental Indenture between IDEX Corporation and Wells Fargo Bank, National Association, as Trustee, dated as of December 13, 2011 (as to 4.2% Senior Notes due 2021) (incorporated by reference to Exhibit No. 4.1 to the Current Report of IDEX on Form 8-K filed December 14, 2011, Commission File No. 1-10235) |
| 10.3 | | | IDEX Corporation Amended and Restated Stock Option Plan for Outside Directors, adopted by resolution of the Board of Directors dated as of November 20, 2003 (incorporated by reference to Exhibit 10.6 (a) to the Annual Report of IDEX on Form 10-K for the year ended December 31, [removed: 2003)] [added: 2003, Commission File No. 1-10235)] |
| [removed: 10.7] [added: 10.14] | | | [added: Amendment of] Letter Agreement between IDEX Corporation and Frank [removed: J.] Notaro, dated [removed: September 30, 2010] [added: April 24, 2000] (incorporated by reference to Exhibit No. [removed: 10.1] [added: 10.15] to the [removed: Current] [added: Annual] Report of IDEX on Form [removed: 8-K filed October 1, 2010,] [added: 10-K for the year ended December 31, 2014,] Commission File No. 1-10235) |
| [removed: 10.13] [added: 10.23] | | | Letter [removed: Agreements] [added: Agreement] between IDEX Corporation and Brett Finley, dated December [removed: 15, 2008 and February 12, 2014.] [added: 18, 2015] |
| [removed: 10.14] [added: 10.13] | | | Letter Agreements between IDEX Corporation and Eric Ashleman, dated January 14, 2008 and February 12, [removed: 2014.] [added: 2014 (incorporated by reference to Exhibit No. 10.14 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235)] |
| [removed: 10.19] [added: 10.18] | | | Form of IDEX Corporation Restricted Stock Unit Award Agreement - Cash Settled effective February [removed: 2015.] [added: 2015 (incorporated by reference to Exhibit No. 10.19 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2015, Commission File No. 1-10235)] |
| [removed: 10.21] [added: 10.20] | | | Form of IDEX Corporation Restricted Stock Unit Agreement for Directors effective February [removed: 2015.] [added: 2015 (incorporated by reference to Exhibit No. 10.21 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235)] |
| 101 | | | The following materials from IDEX Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2014] [added: 2015] formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] (ii) the Consolidated Statements of Operations for the three years ended December 31, [removed: 2014,] [added: 2015,] (iii) the Consolidated Statements of Comprehensive Income for the three years ended December 31, [removed: 2014,] [added: 2015,] (iv) the Consolidated Statements of [removed: Stockholders’] [added: Shareholders’] Equity for the three years ended December 31, [removed: 2014,] [added: 2015,] (v) the Consolidated Statements of Cash Flows for the three years ended December 31, [removed: 2014,] [added: 2015,] and (vi) Notes to the Consolidated Financial Statements. |
| /s/ KATRINA L. HELMKAMP | | Director | | |
| Katrina L. Helmkamp | | | February 19, 2016 | |
| 10.15 | | | Form of IDEX Corporation Restricted Stock Award Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.16 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235) |
| 10.16 | | | Form of IDEX Corporation Stock Option Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.17 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235) |
| 10.17 | | | Form of IDEX Corporation Restricted Stock Unit Award Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.18 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235) |
| 10.19 | | | Form of IDEX Corporation Performance Share Unit Award Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.20 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2015, Commission File No. 1-10235) |
| 10.21 | | | Form of IDEX Corporation Stock Option Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.22 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235) |
| 10.22 | | | Form of IDEX Corporation Restricted Stock Award Agreement effective February 2015 (incorporated by reference to Exhibit No. 10.23 to the Annual Report of IDEX on Form 10-K for the year ended December 31, 2014, Commission File No. 1-10235) |
| 10.24 | | | Letter Agreement between IDEX Corporation and Denise Cade, dated September 24, 2015 |
| 10.25 | | | Stock Purchase Agreement, dated February 4, 2016, by and among IDEX Corporation, Premier Farnell PLC, Celdis Limited, Premier Farnell Corp. and Akron Brass Holding Corp. |
| | | | | |
| /s/ BRADLEY J. BELL | | Director | | |
| Bradley J. Bell | | | February 23, 2015 | |
| /s/ MICHAEL T. TOKARZ | | Director | | |
| Michael T. Tokarz | | | February 23, 2015 | |
| | | | |
| 10.15 | | | Amendment of Letter Agreement between IDEX Corporation and Frank Notaro dated April 24, 2000. |
| 10.16 | | | Form of IDEX Corporation Restricted Stock Award Agreement effective February 2015. |
| 10.17 | | | Form of IDEX Corporation Stock Option Agreement effective February 2015. |
| 10.18 | | | Form of IDEX Corporation Restricted Stock Unit Award Agreement effective February 2015. |
| 10.20 | | | Form of IDEX Corporation Performance Share Unit Award Agreement effective February 2015. |
| 10.22 | | | Form of IDEX Corporation Stock Option Agreement effective February 2015. |
| 10.23 | | | Form of IDEX Corporation Restricted Stock Award Agreement effective February 2015. |